MAYS 10-K & 10-Q changes, risk factors and insider trading
Mays J W Inc. · Nasdaq · Opeators Of Nonresidential Buildings · CIK 54187 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
see in full comparisonSince 2020, the demand for commercial real estate rental space has declined.As online retail operations continue to expand nationwide, retailers are facing increased competition which reduces the need for the leasing of properties. Remote work since the pandemic has resulted in tenants’ careful evaluation and reduction of office space needs and a decline in demand of commercial office space rentals from increasing competition. The Company emphasizes retention of tenants over a long period of time which helps in difficult economic conditions. The Company also aggressively markets available space to tenants including governmental agencies, medical, industrial, and educational institutions.
Full comparison: every changed paragraph (2)
The
controlling shareholder
group includes a corporation that owns a significant percentage of the Company’s common stock and which
does business with the Company,
as further described in the Notes to the Consolidated Financial Statements.Statements contained in the 2025 Annual Report to Shareholders. Certain
conflicts of interest
may be perceived by the relationship between the Company and its largest shareholder. Nevertheless, the Company
and its largest shareholder
have put in place some controls to reduce the effects of any perceived conflict of interest, including ensuring
that the Board is composed
of a majority of independent directors.
Since
2020, the demand for commercial real estate rental space has declined. As online retail operations
continue to expand nationwide, retailers
are facing increased competition which reduces the need for the leasing of properties. Remote
work since the pandemic has resulted in
tenants’ careful evaluation and reduction of office space needs and a decline in demand
of commercial office space rentals from
increasing competition. The Company emphasizes retention of tenants over a long period of time
which helps in difficult economic conditions.
The Company also aggressively markets available space to tenants including governmental
agencies, medical, industrial, and educational
institutions.
Management's Discussion & Analysis (MD&A)
The information appearing under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 22-26 of the Registrant’s 2025 Annual Report to Shareholders is incorporated herein by reference.
No wording changes found in this section (only numbers or dates changed in 1 paragraph).
Full comparison: every changed paragraph (0)
What changed in the latest 10-Q
Risk Factors
There have been no material changes to our risk factors from those disclosed in our Annual Report on Form 10-K for our fiscal year ended July 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Nine months ended April 30, 2026 compared to the nine months ended April 30, 2025:”
Removed heading “Six months ended January 31, 2026 compared to the six months ended January 31, 2025:”
Largest changes
“The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax assessments. Furthermore, the Company anticipates the need for additional financing in fiscal year 2026 for capital expenditures. …”see in full comparison
“The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax assessments. There is no assurance the Company will be successful in securing additional sources of financing when needed.”see in full comparison
“Six months ended January 31, 2026 compared to the six months ended January 31, 2025:”see in full comparison
“Nine months ended April 30, 2026 compared to the nine months ended April 30, 2025:”see in full comparison
“As of January 31, 2026, the Company’s only mortgage with a bank had outstanding debt of approximately $3.15 million. While the loan has a stated maturity of April 1, 2040, the mortgage agreement provides the lender with an unconditional right to demand repayment in full at any time through final payment date of April 1, 2040. This mortgage balloon payment demand provision has a significant impact on our financial ratios and the perception of our short-term liquidity. As of this date of filing, the bank has not communicated any intent to accelerate repayment. …”see in full comparison
“The Company is considering any strategic opportunities to sell or divest one or more of its properties or real estate assets to manage its liquidity needs, and the determination of whether a particular property should be sold or otherwise disposed of will generally be made after consideration of relevant factors, including, but not limited to prevailing macro-economic and real estate market conditions, alternative investment opportunities, tax implications, and considerations specific to the condition, value, and financial performance of the property to be sold.”see in full comparison
Full comparison: every changed paragraph (44)
We undertake no obligation to publicly update
any forward-looking
statements, whether as a result of new information, future events risk factors or otherwise. You are advised, however, to consultreview any
any additional disclosures we make in our annualpublic proxy statement, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-Kfilings and Current
Reportsperiodic on Form 8-K filedreports with the Securities and Exchange Commission.
Critical accounting policies are defined as
those most important to
the portrayal of a company’s financial condition and results and require the most difficult, subjective
or complex judgments. The
preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires
us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date
of the financial statements,
the reported amount of revenues, and expenses during the reporting period and related disclosure of contingent
assets and liabilities.
We believe the critical accounting policies affect our more significant judgments and estimates used in the preparation
of our financial
statements. Estimates are based on historical experience, where applicable or other assumptions that management believes
are reasonable
under the circumstances. There have been no significant changes to our critical accounting policies and estimates during
the sixnine - 1515 - -months months
ended JanuaryApril 31,30, -1616-- 2026 from those disclosed in the “Management’s Discussion
Discussion and Analysis of Financial Condition and Results of Operations” section of our 2025 Annual Report to Shareholders incorporated by
by reference into our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.
Three months ended JanuaryApril 31,30, 2026 compared to the three months ended
April January
31,30, 2025:
In the three months ended JanuaryApril 31,30, 2026, the Company reported net
loss of
$(508,960216,863), or $(.25.11) per share. In the comparable three months ended JanuaryApril 31,30, 2025, the Company reported net lossincome of $(157,681),$86,784,
or or
$(.08)$.04 per share. The increased loss in the 2026 three months was primarily due to an increase in administration
expenses, combined with loss of
tenants and rent concessions granted; partially offset by severalrent new leases.escalations.
Revenues in the current three months decreased to $5,211,482$5,314,751 from $5,632,151
$5,643,444 in the comparable three months ended JanuaryApril 31,30, 2025, primarily due to loss of tenants and rent concessions granted of $213,942$210,409; partially
offset by severalrent new leases.escalations.
Real estate operating expenses in the current three months of $4,127,284
approximated $4,128,415 in the comparable three months ended January 31, 2025.
Administrative and general expenses increased in the current three months to
$1,325,921 from $1,251,875 in the comparable three months ended January 31, 2025, primarily due to increases in professional
fees and executive payroll; partially offset by decreases in other administrative cost.
Depreciation expense in the current three months increased to $470,677 from
$445,274 in the comparable three months ended January 31, 2025 primarily due to tenant improvements placed in service at various buildings.
Other income and interest expense improved in the current three months to $(3,560)
compared to $(21,561) in the comparable three months ended January 31, 2025, primarily due to decreased in interest expense.
Six months ended January 31, 2026 compared to the six months ended January
31, 2025:
In the six months ended January 31, 2026, the Company reported net loss of
$(842,987), or $(.42) per share. In the comparable six months ended January 31, 2025, the Company reported net loss of $(131,024), or
$(.07) per share. The increase in loss for the 2026 six months was primarily due to increase in real estate operating expenses combined
with loss of tenants and rent concessions granted; partially offset by several new leases.
Revenues in the current six months decreased to $10,462,896 from
$11,182,573 in the comparable six months ended January 31, 2025, primarily due to loss of tenants and rent concessions granted of $333,942;
partially offset by several new leases.
Real estate operating expenses in the current sixthree months
increased to $8,204,797
$3,999,990 from $7,878,554$3,822,276 in the comparable sixthree months ended JanuaryApril 31,30, 2025, primarily due to an increaseincreases in real estate taxes, insurance, utilities,
and maintenance expenses,cost,
insurance cost, and acommission loss on fixed asset disposalexpense; partially offset by decreases in building payroll costs.cost and license and permits.
Administrative and general expenses decreased in the current six three
months to
$2,515,739 $1,164,625 from $2,544,628$1,239,480 in the comparable sixthree months ended JanuaryApril 31,30, 2025, primarily due to a decreasedecreases in professional
fees, and pension expenses; partially offset by increases in other administrative cost.expenses.
Depreciation expense in the current sixthree months increasedof to$471,707 $942,939approximated
$457,285 from $889,340
in the comparable sixthree months ended JanuaryApril 31,30, 2025 primarily due to tenant improvements placed in service at various buildings.2025.
Other income (expense) and interest expense improved in the
current sixthree months to $5,592
$12,708 income compared to $(41,0753,326) loss in the comparable sixthree months ended JanuaryApril 31,30, 2025, primarily due to increased dividend and interest income, anddecreased
a decrease in interest expense.
Nine months ended April 30, 2026 compared to the nine months ended April 30, 2025:
In the nine months ended April 30, 2026, the Company reported net loss of $(1,059,850), or $(.53) per share. In the comparable nine months ended April 30, 2025, the Company reported net loss of $(44,240), or $(.02) per share. The increase in loss for the 2026 nine months was primarily due to loss of tenants and rent concessions granted combined with increases in real estate operating expenses; partially offset by rent escalations and decreases in general and administrative expenses.
Revenues in the current nine months decreased to $15,777,647 from $16,814,724 in the comparable nine months ended April 30, 2025, primarily due to loss of tenants and rent concessions granted of $544,351; partially offset by rent escalations.
Real estate operating expenses in the current nine months increased to $12,204,787 from $11,700,830 in the comparable nine months ended April 30, 2025, primarily due to an increase in real estate taxes, insurance, utilities, commissions, and maintenance expenses, and a loss on fixed asset disposal; partially offset by decreases in payroll cost and license and permits.
Administrative and general expenses decreased in the current nine months to $3,680,364 from $3,784,108 in the comparable nine months ended April 30, 2025, primarily due to a decrease in professional fees, and pension expenses; partially offset by increases in executive payroll and other administrative cost.
Depreciation expense in the current nine months increased to $1,414,646 from $1,346,625 in the comparable nine months ended April 30, 2025 primarily due to tenant improvements placed in service at various buildings.
Other income (expense) and interest expense improved in the current nine months to $18,300 income compared to $(44,401) loss in the comparable nine months ended April 30, 2025, primarily due to increased dividend and interest income, and a decrease in interest expense.
- 1616 - --1717--
Effective October 1, 2025 the Company leased approximately 9,500 square
feet feet
at the Company’s Fishkill, New York building for use as storage space for three months expiring December 31, 2025. Total rent
was of
$46,526 wasand prepaid at lease commencement. Brokeragebrokerage commissions were $2,187.
In October 2025, a tenant who occupies 31,438 square feet at the Company’s
Company’s Jowein building in Brooklyn, New York extended their lease from May 2026 to October 2026, and was given a rent
concession of $361,637 $375,165
effective November 2025 to October 2026. In May 2026, this tenant advised they are vacating the space 6/30/2026. Loss of rent is approximately
$243,000.
In January 2026, a tenant who occupies 1,000 square feet at the Company’s 9 Bond Street building in Brooklyn, New York extended their lease for five years from February 01st, 2026. Annual rent is $42,000 with yearly rent escalations.
In March 2026, the Company leased approximately 1,500 square feet at the Company’s 9 Bond Street building in Brooklyn, New York for five years effective August 1st, 2026. Annual rent is $126,000 with yearly rent escalation from year two. Brokerage commissions were $53,293.
In April 2026, the Company leased an additional 75,500 square feet to an existing tenant at the Company’s Fishkill, New York building for fifteen years effective September 1st, 2026. Annual rent is $1,423,930 with yearly rent escalations from year three. Total brokerage commission were $595,000.
In April 2026, a tenant who occupies 13,451 square feet at the Company’s 9 Bond Street building in Brooklyn, New York extended their lease for seven years from August 1st, 2026. Annual rent is $484,236 with yearly rent escalations. Total brokerage commission were $125,209.
-1818--
The following table summarizes our cash flow
activity for the six nine
months ended JanuaryApril 31,30, 2026 and 2025:
Deferred Expenses: The Company incurred $87,842
$141,135 for brokerage commissions
during the sixnine months ended JanuaryApril 31,30, 2026. Commissions due were for two new tenant leases at the Company’s Jowein property, one
Joweintenant for the Brooklyn property and one tenant for the Massapequa premises.
Accounts Payable and
Accrued Expenses: The Company recorded an accounts
payable of $637,200$611,597 related to capital improvements during the sixnine months ended
January 31,April 30, 2026.
During the sixnine months ended JanuaryApril 31,30, 2026,
the Company had expenditures
for tenant improvements of:
- 1717 - -
As of JanuaryApril 31,30, 2026, the Company
anticipates incurring an additional $12
$7.8 million in capital expenditures over the next twelve months ending JanuaryApril 31,30, 2027. The
Company’s primary source of liquidity
is 1) cash provided by operations, and 2) borrowings (the company has received two loan commitments and are in the final stages of securing these loans to fund capital expenditures).borrowings. Total liquidity as of JanuaryApril 31,
30, 2026 consists of cash and cash equivalents of $434,420. $2,110,713.
Total liquidity includes proceeds from fixed rate borrowings as of January
31,April 30, 2026.
As of January 31, 2026, the Company’s
only mortgage with a bank had outstanding debt of approximately $3.15 million. While the loan has a stated maturity of April 1, 2040,
the mortgage agreement provides the lender with an unconditional right to demand repayment in full at any time through final payment
date of April 1, 2040. This mortgage balloon payment demand provision has a significant impact on our financial ratios and the perception
of our short-term liquidity. As of this date of filing, the bank has not communicated any intent to accelerate repayment. The Company
maintains a positive relationship with the bank and remains in full compliance with terms of the loan provisions. Although the interest
rate is currently favorable, the Company may choose to refinance the mortgage, however, the bank is under no obligation to refinance
if or when a balloon payment comes due upon demand.
As disclosed in Note 11 - Subsequent Event, on May 12, 2026, the Company obtained a non-revolving line of credit and building loan mortgage with a bank & trust in the amount of $8,000,000. The Company was advanced approximately $2,000,000 at closing of the loan and intends to use such proceeds and additional advances to draw down on the entire $8,000,000 before a Fishkill, New York property expansion project is completed for an existing tenant.
The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax assessments. There is no assurance the Company will be successful in securing additional sources of financing when needed.
The Company is considering any strategic opportunities to sell or divest one or more of its properties or real estate assets to manage its liquidity needs, and the determination of whether a particular property should be sold or otherwise disposed of will generally be made after consideration of relevant factors, including, but not limited to prevailing macro-economic and real estate market conditions, alternative investment opportunities, tax implications, and considerations specific to the condition, value, and financial performance of the property to be sold.
-1919-- The Company has engaged Newmark Group, Inc. to actively market 25 Elm Place, Brooklyn, New York for sale to unaffiliated third-party prospective buyers. These marketing efforts are in their early stages and will remain ongoing for the foreseeable future. Any decision by the Company to enter into a sale transaction of the Property will be approved by the Company’s Board of Directors. There can be no assurances regarding whether a sale of the Property will take place nor on the timing of such a sale.
The
Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors
such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating
interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax
assessments. Furthermore, the Company anticipates the need for additional financing in fiscal year 2026 for capital expenditures. There
is no assurance the Company will be successful in securing additional sources of financing when needed. In the event we are unable to
secure additional sources of financing and our liquidity needs exceed our access to liquidity, we may need to sell or
divest one or more of our properties or real estate assets to manage our liquidity needs, thus reducing our earnings and such property
sale may be necessary at an inopportune time and on unfavorable terms. The determination of whether a particular property should be sold
or otherwise disposed of will generally be made after consideration of relevant factors, including tax implications, prevailing economic
conditions, other investment opportunities, and considerations specific to the condition, value, and financial performance of the property
and the Company’s liquidity needs.
- 1818 - -
MAYS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding MAYS (13F)
None of the 59 investors we track reported a position in their latest 13F.