MAYS J W INC

Previous wording

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc., and its subsidiaries.

Current wording

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc., and its subsidiaries.

Previous wording

This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of this Report on Form 10-Q, and other reports and verbal statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the real estate industry. These include statements regarding our expectations about revenues, our liquidity, or expenses and our continued growth, among others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors described under Item 1A, “Risk Factors” in our Form 10-K for the fiscal year ended July 31, 2024 and the following, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

Current wording

Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Report on Form 10-Q, may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the real estate industry. These include statements regarding our expectations about revenues, our liquidity, or expenses and our continued growth, among others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors described under Item 1A, “Risk Factors” in our Form 10-K for the fiscal year ended July 31, 2025 and the following, could cause our business performance or financial results to differ materially from what is contained in forward-looking statements:

Previous wording

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K filed with the U. S. Securities and Exchange Commission

Current wording

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in our annual proxy statement, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

Previous wording

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 nine months ended April 30, 2025 from those disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report to Shareholders incorporated by reference into our Annual Report on Form 10-K for the year ended July 31, 2024.

Current wording

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 three

Previous wording

In the three months ended April 30, 2025, the Company reported net income of $86,784, or $.04 per share. In the comparable three months ended April 30, 2024, the Company reported net loss of $(84,880), or $(.04) per share. The net income in the three months ended April 30, 2025 was primarily due to increased rent from existing and new tenants, and reductions in legal, professional, and administrative fees; partially offset by an increase in real estate taxes, and insurance expenses.

Current wording

In the three months ended October 31, 2025, the Company reported net loss of $(334,027), or $(.17) per share. In the comparable three months ended October 31, 2024, the Company reported net income of $26,657, or $.01 per share. The decrease in the 2025 three 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.

Previous wording

Real estate operating expenses in the current nine months increased to $11,700,830 from $11,346,113 in the comparable nine months ended April 30, 2024, primarily due to an increase in real estate taxes, and insurance expenses; partially offset by decreases in payroll maintenance costs.

Current wording

Real estate operating expenses in the current three months increased to $4,077,513 from $3,750,139 in the comparable three months ended October 31, 2024, primarily due to an increase in real estate taxes, insurance and maintenance expenses, and a loss on fixed asset disposal; partially offset by decreases in building payroll costs.

Previous wording

Administrative and general expenses decreased in the current three months to $1,239,480 from $1,265,307 in the comparable three months ended April 30, 2024, primarily due to a decrease in legal, professional, and administrative fees.

Current wording

Administrative and general expenses decreased in the current three months to $1,189,818 from $1,292,753 in the comparable three months ended October 31, 2024, primarily due to a decrease in legal and professional fees; partially offset by increases in other administrative cost.

Previous wording

Depreciation expense in the current three months increased to $457,285 from $429,215 in the comparable three months ended April 30, 2024, primarily due to new tenant build.

Current wording

Depreciation expense in the current three months increased to $472,262 from $444,066 in the comparable three months ended October 31, 2024 primarily due to tenant improvements placed in service at various buildings.

Previous wording

The following table summarizes our cash flow activity for the nine months ended April 30, 2025 and 2024:

Current wording

The following table summarizes our cash flow activity for the three months ended October 31, 2025 and 2024:

Previous wording

Deferred Expenses: The Company incurred $277,252 for brokerage commissions during the nine months ended April 30, 2025. Commissions due were primarily for one tenant’s lease extension at the Company’s Circleville, Ohio property.

Current wording

Deferred Expenses: The Company incurred $87,842 for brokerage commissions during the three months ended October 31, 2025. Commissions due were for two new tenant leases at the Company’s Jowein property and Massapequa premises.

Previous wording

Accounts Payable and Accrued Expenses: The Company had a balance due on April 30, 2025 for brokerage commissions of $346,553.

Current wording

Accounts Payable and Accrued Expenses: The Company had a balance due on October 31, 2025 for brokerage commissions of $507,591.

Previous wording

The Company anticipates incurring an additional $1.2 million in capital expenditures over the next twelve months ending April 30, 2026. The Company’s primary source of liquidity is 1) cash provided by operations, and 2) borrowings. Total liquidity as of April 30, 2025 consists of cash and cash equivalents of $2,278,824. Total liquidity includes proceeds from fixed rate borrowings as of April 30, 2025.

Current wording

As of October 31, 2025, the Company anticipates incurring an additional $1.9 million in capital expenditures over the next twelve months ending October 31, 2026. The Company’s primary source of liquidity is 1) cash provided by operations, and 2) borrowings. Total liquidity as of October 31, 2025 consists of cash and cash equivalents of $2,188,982. Total liquidity includes proceeds from fixed rate borrowings as of October 31, 2025.

Previous wording

As of April 30, 2025, the Company’s only mortgage with a bank had outstanding debt of approximately $3.3 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 effective April 30, 2025 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 after April 1, 2025, however, the bank is under no obligation to refinance if or when a balloon payment comes due upon demand.

Current wording

As of October 31, 2025, the Company’s only mortgage with a bank had outstanding debt of approximately $3.2 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.

Previous wording

For a more detailed description of the Company’s indebtedness, see Note 5 - Mortgages Payable to the Consolidated Financial Statements.

Current wording

For a more detailed description of the Company’s indebtedness, see Note 3 - Mortgage Payable contained in these Consolidated Financial Statements.

Previous wording

We believe our sources of liquidity described above have not materially changed since July 31, 2024 and will be sufficient to meet our obligations over the next 12 months.

Current wording

We believe our sources of liquidity described above will be sufficient to meet our obligations over the next 12 months.

Previous wording

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.

Current wording

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.