UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-3647

J.W. Mays, Inc.

(Exact Name of Registrant as Specified in its Charter)

New York		11-1059070
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

9 Bond Street, Brooklyn, New York		11201
Address of Principal Executive Offices		Zip Code

Registrant’s Telephone Number, Including Area Code (718) 624-7400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	MAYS	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Emerging growth company ☐
Non-accelerated filer ☒	Smaller reporting company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of June 12, 2025 was 2,015,780.

		Page No.
Part I - Financial Information:

Item 1. Financial Statements		3

Consolidated Balance Sheets (Unaudited) – April 30, 2025 and July 31, 2024		3
Consolidated Statements of Operations (Unaudited) – Three and nine months ended April 30, 2025 and 2024		4
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) – Three and nine months ended April 30, 2025 and 2024		5
Consolidated Statements of Cash Flows (Unaudited) – Nine months ended April 30, 2025 and 2024		6
Notes to Consolidated Financial Statements (Unaudited)		7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		16

Item 3. Quantitative and Qualitative Disclosures About Market Risk		20

Item 4. Controls and Procedures		20

Part II - Other Information:
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		21
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		21

Signatures		22


	April 30 2025			July 31 2024
ASSETS
Property and Equipment-at cost:
Land	$	6,067,805		$	6,067,805
Buildings held for leasing:
Buildings, improvements, and fixtures		80,967,564			79,510,142
Construction in progress		2,601,710			2,387,207
Property, plant and equipment, gross		83,569,274			81,897,349
Accumulated depreciation		(41,098,848	)		(39,803,374	)
Buildings - net		42,470,426			42,093,975
Property and equipment-net		48,538,231			48,161,780

Cash and cash equivalents		2,278,824			1,243,977
Restricted cash		1,016,479			1,041,624
Receivables, net		3,546,179			3,582,225
Prepaids and other assets		1,700,487			3,048,044
Deferred charges, net		3,480,394			3,580,585
Operating lease right-of-use assets		27,295,215			28,866,800
TOTAL ASSETS	$	87,855,809		$	89,525,035

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Mortgages payable, net	$	3,275,692		$	3,874,246
Accounts payable and accrued expenses		2,203,791			2,271,963
Security deposits payable		1,085,298			1,077,964
Operating lease liabilities		24,361,131			25,309,725
Deferred income taxes		4,076,000			4,093,000
Total Liabilities		35,001,912			36,626,898

Shareholders’ Equity:
Common stock, par value $1 each share (shares-5,000,000 authorized; 2,178,297 issued)		2,178,297			2,178,297
Additional paid in capital		3,346,245			3,346,245
Retained earnings		48,617,207			48,661,447
		54,141,749			54,185,989
Common stock held in treasury, at cost - 162,517 shares at April 30, 2025 and July 31, 2024		(1,287,852	)		(1,287,852	)
Total shareholders’ equity		52,853,897			52,898,137
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	87,855,809		$	89,525,035


	Three Months Ended						Nine Months Ended
	April 30 2025			April 30 2024			April 30 2025			April 30 2024
Revenues
Rental income	$	5,632,151		$	5,364,324		$	16,814,724		$	16,102,968
Total revenues		5,632,151			5,364,324			16,814,724			16,102,968

Expenses
Real estate operating expenses		3,822,276			3,826,499			11,700,830			11,346,113
Administrative and general expenses		1,239,480			1,265,307			3,784,108			4,006,512
Depreciation		457,285			429,215			1,346,625			1,286,737
Total expenses		5,519,041			5,521,021			16,831,563			16,639,362

Income/(Loss) from operations		113,110			(156,697	)		(16,839	)		(536,394	)

Other income (loss) and interest expense:
Dividend and interest income		7,979			7,617			16,406			74,053
Net realized gain on sale of marketable securities		–			–			–			149,260
Net unrealized (loss) on marketable securities		–			(11,633	)		–			(119,284	)
Interest expense, net of capitalized interest		(11,305	)		(35,167	)		(60,807	)		(105,118	)
		(3,326	)		(39,183	)		(44,401	)		(1,089	)

Income/(Loss) from operations before income taxes		109,784			(195,880	)		(61,240	)		(537,483	)
Income taxes provision (benefit)		23,000			(111,000	)		(17,000	)		(162,000	)
Net income/(loss)	$	86,784		$	(84,880	)	$	(44,240	)	$	(375,483	)

Income/(Loss) per common share, basic and diluted	$	.04		$	(.04	)	$	(.02	)	$	(.19	)

Dividends per share	$	–		$	–		$	–		$	–

Average common shares outstanding, basic and diluted		2,015,780			2,015,780			2,015,780			2,015,780


	Common Stock		Additional Paid In Capital		Retained Earnings			Common Stock Held in Treasury			Total
Three Months Ended April 30, 2025
Balance at January 31, 2025Common Stock	$	2,178,297	$	3,346,245	$	48,530,423		$	(1,287,852	)	$	52,767,113
Net income, three months ended April 30, 2025Additional Paid In Capital		-		-		86,784			-			86,784
Balance at April 30, 2025Retained Earnings	$	2,178,297	$	3,346,245	$	48,617,207		$	(1,287,852	)	$	52,853,897
Three Months Ended April 30, 2024
Balance at January 31, 2024	$	2,178,297	$	3,346,245	$	48,777,412		$	(1,287,852	)	$	53,014,102
Net loss, three months ended April 30, 2024Common Stock Held in Treasury		-		-		(84,880	)		-			(84,880	)
Balance at April 30, 2024	$	2,178,297	$	3,346,245	$	48,692,532		$	(1,287,852	)	$	52,929,222

		Common Stock		Additional Paid In Capital		Retained Earnings			Common Stock Held in Treasury			Total
Nine Months Ended April 30, 2025
Balance at July 31, 2024	$	2,178,297	$	3,346,245	$	48,661,447		$	(1,287,852	)	$	52,898,137
Net loss, nine months ended April 30, 2025		-		-		(44,240	)		-			(44,240	)
Balance at April 30, 2025	$	2,178,297	$	3,346,245	$	48,617,207		$	(1,287,852	)	$	52,853,897
Nine Months Ended April 30, 2024
Balance at July 31, 2023	$	2,178,297	$	3,346,245	$	49,068,015		$	(1,287,852	)	$	53,304,705
Net loss, nine months ended April 30, 2024		-		-		(375,483	)		-			(375,483	)
Balance at April 30, 2024	$	2,178,297	$	3,346,245	$	48,692,532		$	(1,287,852	)	$	52,929,222


	Nine Months Ended
	April 30
	2025			2024
Cash Flows From Operating Activities:
Net loss	$	(44,240	)	$	(375,483	)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense (recoveries)		6,289			(37,573	)
Provision (benefit) for deferred income taxes		(17,000	)		(162,000	)
Depreciation		1,346,625			1,286,737
Loss on asset disposal		–			12,478
Amortization of deferred charges		377,443			377,567
Deferred costs		(277,252	)		(744,455	)
Operating lease expense in excess of cash payments		622,991			635,892
Deferred finance costs included in interest expense		16,519			28,584
Net realized gain on marketable securities		–			(149,260	)
Net unrealized loss on marketable securities		–			119,284
Changes in Operating Assets and Liabilities:
Receivables		29,757			(211,653	)
Prepaid expenses and other assets		1,347,557			1,177,643
Accounts payable and accrued expenses		(68,172	)		780,241
Security deposits payable		7,334			114,135
Cash provided by operating activities		3,347,851			2,852,137

Cash Flows From Investing Activities:
Acquisition of property and equipment		(1,723,076	)		(2,062,818	)
Marketable securities:
Receipts from sales		–			300,000
Payments for purchases		–			(119,579	)
Cash (used) in investing activities		(1,723,076	)		(1,882,397	)

Cash Flows From Financing Activities:
Payments - mortgages		(615,073	)		(975,593	)
Cash (used) in financing activities		(615,073	)		(975,593	)

Increase (decrease) in cash, cash equivalents and restricted cash		1,009,702			(5,853	)

Cash, cash equivalents and restricted cash at beginning of period		2,285,601			2,217,735

Cash, cash equivalents and restricted cash at end of period	$	3,295,303		$	2,211,882

	Allowance for Credit Loss						Credit Loss
	Period Ended						Three Months Ended						Nine Months Ended
	April 30			July 31			April 30						April 30
	2025			2024			2025			2024			2025		2024
Beginning balance	$	42,680		$	115,000		$	–		$	–		$	–	$	–
Charge-offs (recoveries)		(26,785	)		(112,552	)		–			(5,000	)		–		(23,000	)
Reserve Adjustments		6,289			40,232			(4,229	)		–			6,289		(14,573	)
Ending balance	$	22,184		$	42,680		$	(4,229	)	$	(5,000	)	$	6,289	$	(37,573	)


Buildings and improvements			18-40 years
Improvements to leased property			3-40 years
Fixtures and equipment Fixtures and equipment [Member]			7-12 years
Other Other [Member]			3-5 years

Schedule of investment income
	Three Months Ended April 30					Nine Months Ended April 30
	2025		2024			2025		2024
Dividend and interest income	$	7,979	$	7,617		$	16,406	$	74,053
Net realized gain on sale of marketable securities		–		–			–		149,260
Net unrealized loss on marketable securities		–		(11,633	)		–		(119,284	)
Total	$	7,979	$	(4,016	)	$	16,406	$	104,029

Schedule of mortgages payable
	Current Annual Interest Rate			Final Payment Date	April 30, 2025		July 31, 2024
Bond St. building, Brooklyn, NY (1)		4.375	%	12/1/2024	$	–	$	497,045
Fishkill building (2)		3.98	%	4/1/2040		3,275,692		3,393,720
Deferred financing costs						–		(16,519	)
Net					$	3,275,692	$	3,874,246


Fiscal Year	Amount
*2025	$	40,131	*
2026		164,570
2027		171,241
2028		178,182
2029		185,404
After 2029		2,536,164
Total	$	3,275,692


	Three Months Ended April 30				Nine Months Ended April 30
	2025		2024		2025		2024
Base rent - fixed	$	5,108,916	$	4,897,366	$	15,380,462	$	14,773,886
Reimbursements of common area costs		190,017		201,494		491,610		548,048
Non-lease components (real estate taxes)		333,218		265,464		942,652		781,034
Rental income	$	5,632,151	$	5,364,324	$	16,814,724	$	16,102,968


	As of April 30, 2025
Fiscal Year	Company Owned Property		Leased Property		Total
For the remainder of 2025	$	3,219,428	$	1,658,327	$	4,877,755
2026		9,388,302		5,030,361		14,418,663
2027		8,134,370		4,569,238		12,703,608
2028		7,296,798		4,523,987		11,820,785
2029		6,564,395		3,699,601		10,263,996
2030		5,008,575		2,277,687		7,286,262
After 2030		16,897,629		6,801,309		23,698,938
Total	$	56,509,497	$	28,560,510	$	85,070,007


Period Ended April 30,	Operating Leases
2026	$	2,201,559
2027		2,323,725
2028		2,343,903
2029		2,364,753
2030		2,386,296
Thereafter		19,871,896
Total undiscounted cash flows		31,492,132
Less: present value discount		(7,131,001	)
Total Lease Liabilities	$	24,361,131

Legal name of Plan:		United Food and Commercial
		Workers Local 888 Pension Fund
Employer identification number:		13-6367793
Plan number:		001
Date of most recent Form 5500:		December 31, 2023
Certified zone status:		Critical and declining status
Status determination date:		January 1, 2023
Plan used extended amortization provisions in status calculation:		Yes
Minimum required contribution:		Yes
Employer contributing greater than 5% of Plan contributions for year ended December 31, 2023		Yes
Rehabilitation plan implemented:		Yes
Employer subject to surcharge:		Yes
Contract expiration date:		November 30, 2025

Schedule of sublease rental income
	Three Months Ended April 30						Nine Months Ended April 30
	2025			2024			2025			2024
Sublease income included in base rent-fixed	$	1,863,814		$	1,813,879		$	5,529,394		$	5,485,078
Operating lease cost		(749,726	)		(749,180	)		(2,248,031	)		(2,246,875	)
Excess of sublease income over lease cost	$	1,114,088		$	1,064,699		$	3,281,363		$	3,238,203


	Three Months Ended April 30				Nine Months Ended April 30
Other information:	2025		2024		2025		2024
Operating cash flows from operating leases	$	542,501	$	538,294	$	1,623,144	$	1,610,243

Schedule of supplemental disclosure
Supplemental disclosure:	Nine Months Ended
	April 30
	2025		2024
Cash Flow Information
Interest paid, net of capitalized interest of $58,874 (2025) and $66,831 (2024)	$	85,897	$	109,663

Schedule of rent payments and expense
	Rent Payments Three Months Ended April 30				Rent Payments Nine Months Ended April 30				Rent Expense Three Months Ended April 30				Rent Expense Nine Months Ended April 30
Property	2025		2024		2025		2024		2025		2024		2025		2024
Jamaica Avenue at 169^th Street	$	156,250	$	156,250	$	468,750	$	468,750	$	287,670	$	287,670	$	863,012	$	863,012
504-506 Fulton Street		90,564		90,564		271,692		271,692		95,299		95,299		285,896		285,896
508 Fulton Street		14,258		-		19,011		-		18,174		-		24,232		-
Total	$	261,072	$	246,814	$	759,453	$	740,442	$	401,143	$	382,969	$	1,173,140	$	1,148,908

Schedule of assets and liabilities
	Operating Lease
	Right-Of-Use Assets				Liabilities
Property	April 30 2025		July 31 2024		April 30 2025		July 31 2024		Expiration Date
Jamaica Avenue at 169^thStreet	$	9,964,372	$	10,600,247	$	4,663,746	$	4,905,360	May 31, 2035
504-506 Fulton Street		1,961,903		2,167,727		2,119,924		2,311,539	April 30, 2031
508 Fulton Street		1,028,709		-		1,231,278		-	April 30, 2044
Total Liabilities [Member]	$	12,954,984	$	12,767,974	$	8,014,948	$	7,216,899

	Nine Months Ended April 30,
	2025			2024
Net cash provided by operating activities	$	3,347,851		$	2,852,137
Net cash (used) in investing activities		(1,723,076	)		(1,882,397	)
Net cash (used) in financing activities		(615,073	)		(975,593	)

-	$120,254 for tenant improvements at the Company’s 9 Bond Street building in Brooklyn, New York. Total improvements for one tenant of $1,005,490 were completed in September, 2024.
-	$1,363,427 for tenant improvements at the Company’s Jamaica, New York premises. Total improvements for one tenant were $503,088 and completed in January 1, 2025. A total of $235,000 was reimbursed by the tenant.
-	$206,472 for scaffolding costs were incurred at the Company’s Jowein building in Brooklyn, New York
-	$32,923 for various other improvements.

•	changes in the rate of economic growth, and interest rates both nationally and locally;
•	existing indebtedness, including the potential for accelerated maturities;
•	the ability to obtain additional financing at reasonable costs and interest rates;
•	changes in the financial condition of our customers;
•	changes in the regulatory environment and particularly burdens of increasing local, state, and federal requirements and taxes;
•	lease cancellations and particularly loss of key tenants;
•	changes in our estimates of costs;
•	loss of key personnel;
•	war and/or terrorist attacks could significantly impact buildings leased to tenants;
•	the continued availability of insurance for various policies at reasonable rates;
•	outcomes of pending and future litigation;
•	increasing competition by other companies;
•	compliance with our loan covenants;
•	climate change;
•	recoverability of claims against our customers and others by us and claims by third parties against us;
•	changes in estimates used in our critical accounting policies;
•	cybersecurity threats or incidents; and
•	pandemics and the related trends of office versus remote work practices.

	3.1	Certificate of Incorporation of J. W. Mays, Inc., as amended - incorporated by reference to Exhibit 3(i) to the Company’s Form 10-K, filed on October 5, 2017.

	3.2	By-Laws of J. W. Mays, Inc. - incorporated by reference to Exhibit 3.(ii) to the Company’s Form 10-K, filed on October 23, 1995.

	31.1*	Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a).

	31.2*	Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a).

	32*	Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	101**	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2025, formatted in inline XBRL, include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

	104**	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

	*	Filed herewith

	**	Submitted electronically with the report

			J.W. MAYS, Inc.
			(Registrant)

Date:	June 12, 2025	By:	/s/ LLOYD J. SHULMAN
			Lloyd J. Shulman
			Chairman of the Board,
			Chief Executive Officer and President

Date:	June 12, 2025	By:	/s/ WARD N. LYKE, JR.
			Ward N. Lyke, Jr.
			Vice President,
			Chief Financial Officer and Treasurer

SEC Form 10-Q filed by J. W. Mays Inc.