MAYS J W INC (Form: 10-Q, Received: 06/08/2017 08:02:24)

FORM 10-Q

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

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

For the quarterly period ended April 30, 2017

[ ] 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		11201-5805
(Address of principal executive offices)		(Zip Code)

(Registrant's telephone number, including area code) 718-624-7400

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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 X No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes X No .

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

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

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practicable date.

Class		Outstanding at June 8, 2017
Common Stock, $1 par value		2,015,780 shares

		This report contains 62 pages.

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J. W. MAYS, INC.

INDEX

				Page No.
Part I - Financial Information:

	Item 1. Financial Statements

		Condensed Consolidated Balance Sheets – April 30, 2017 (unaudited)
			and July 31, 2016	3
		Condensed Consolidated Statements of Operations and Retained Earnings
			– Three and nine months ended April 30, 2017 and 2016 (unaudited)	4
		Condensed Consolidated Statements of Comprehensive Income
			– Three and nine months ended April 30, 2017 and 2016 (unaudited)	5
		Condensed Consolidated Statements of Cash Flows
			– Nine months ended April 30, 2017 and 2016 (unaudited)	6
		Notes to Condensed Consolidated Financial Statements		7 - 15

	Item 2. Management's Discussion and Analysis of Financial Condition
			and Results of Operations	16 - 19

	Item 3. Quantitative and Qualitative Disclosures About Market Risk			19

	Item 4. Controls and Procedures			20

Part II - Other Information:
	Item 1. Legal Proceedings			21
	Item 1A. Risk Factors			21
	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 and Reports on Form 8-K			21 - 22

	Signatures			23

	Exhibit 31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		31.1 - Chief Executive Officer		60
		31.2 - Chief Financial Officer		61

	Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
		18 U.S.C. Section 1350		62

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Part 1 - Financial Information
Item 1 - Financial Statements

J. W. MAYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	April 30		July 31
	2017		2016
	(Unaudited)		(Audited)
ASSETS
Property and Equipment - Net (Notes 5 and 6)	$	49,447,142	$	49,064,737

Current Assets:
Cash and cash equivalents (Note 4)		5,369,079		5,228,826
Receivables (Note 4)		139,672		293,317
Income taxes refundable		22,612		17,004
Security deposit		14,185		–
Prepaid expenses		865,774		1,553,217
Total current assets		6,411,322		7,092,364

Other Assets:
Deferred charges		3,715,026		3,348,031
Less: accumulated amortization		1,605,167		1,404,267
Net		2,109,859		1,943,764
Security deposits		1,279,999		1,159,338
Unbilled receivables (Notes 4 and 8)		2,062,185		2,222,846
Marketable securities (Notes 3 and 4)		2,721,419		2,062,205
Total other assets		8,173,462		7,388,153

TOTAL ASSETS	$	64,031,926	$	63,545,254

LIABILITIES AND SHAREHOLDERS' EQUITY

Long-Term Debt:
Mortgage payable (Note 5)	$	5,445,516	$	5,549,600
Security deposits payable		1,018,626		897,965
Payroll and other accrued liabilities		30,459		90,917
Deferred Income Taxes (Note 1)		5,349,000		4,617,000
Total long-term debt		11,843,601		11,155,482

Current Liabilities:
Accounts payable		96,100		80,343
Payroll and other accrued liabilities		2,350,983		2,153,850
Security deposit payable		14,185		–
Deferred revenue (Note 13)		145,832		1,020,833
Other taxes payable		5,400		6,963
Current portion of note payable - related party (Note 7)		-		1,000,000
Current portion of long-term debt (Note 5)		161,123		156,846
Total current liabilities		2,773,623		4,418,835

TOTAL LIABILITIES		14,617,224		15,574,317

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
Unrealized gain on available-for-sale securities - net of deferred taxes of
$162,000 at April 30, 2017 and $136,000 at July 31, 2016		316,485		264,541
Retained earnings		44,861,527		43,469,706
		50,702,554		49,258,789
Less common stock held in treasury, at cost - 162,517
shares at April 30, 2017 and at July 31, 2016 (Note 11)		1,287,852		1,287,852
Total shareholders' equity		49,414,702		47,970,937

Contingencies (Notes 9 and 14)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	64,031,926	$	63,545,254

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

	Three Months Ended						Nine Months Ended
	April 30						April 30
	2017			2016			2017			2016
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues
Rental income (Notes 4 and 8)	$	4,660,787		$	4,383,471		$	13,674,289		$	12,976,805
Recovery of real estate taxes		–			–			10,952			–
Revenue to temporarily vacate lease (Note 13)		291,667			291,667			875,001			875,001
Total revenues		4,952,454			4,675,138			14,560,242			13,851,806

Expenses
Real estate operating expenses		2,512,506			2,508,975			7,735,755			7,488,630
Administrative and general expenses		1,092,032			1,031,623			3,381,034			3,340,676
Depreciation and amortization (Note 6)		423,791			408,886			1,253,091			1,223,036
(Gain) on disposition of property and equipment		–			(500	)		–			(500	)
Total expenses		4,028,329			3,948,984			12,369,880			12,051,842

Income from operations before investment income,
interest expense and income taxes		924,125			726,154			2,190,362			1,799,964

Investment income and interest expense:
Investment income (Note 3)		41,906			9,653			80,470			16,795
Interest expense (Notes 5, 7 and 10)		(50,797	)		(40,416	)		(173,011	)		(175,267	)
		(8,891	)		(30,763	)		(92,541	)		(158,472	)

Income from operations before income taxes		915,234			695,391			2,097,821			1,641,492
Income taxes provided		309,000			244,000			706,000			566,000
Net income		606,234			451,391			1,391,821			1,075,492

Retained earnings, beginning of period		44,255,293			42,576,047			43,469,706			41,951,946
Retained earnings, end of period	$	44,861,527		$	43,027,438		$	44,861,527		$	43,027,438

Income per common share (Note 2)	$	.30		$	.22		$	.69		$	.53

Dividends per share	$	–		$	–		$	–		$	–

Average common shares outstanding		2,015,780			2,015,780			2,015,780			2,015,780

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended				Nine Months Ended
	April 30				April 30
	2017		2016		2017		2016
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Net income	$	606,234	$	451,391	$	1,391,821	$	1,075,492

Unrealized gain (loss) on available-for-sale securities:
Unrealized gains (losses) arising during the period,
net of taxes (benefit) of $19,000 and $23,000 for the three
months ended April 30, 2017 and 2016, respectively,
and $26,000 and ($5,000) for the nine months ended
April 30, 2017 and 2016, respectively.		38,715		43,213		51,944		(10,241	)
Comprehensive income	$	644,949	$	494,604	$	1,443,765	$	1,065,251

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	April 30
	2017			2016
	(Unaudited)			(Unaudited)
Cash Flows From Operating Activities:
Net income	$	1,391,821		$	1,075,492

Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		1,253,091			1,223,036
Amortization of deferred charges		200,900			238,804
Deferred finance costs included in interest expense		17,154			17,100
Realized (gain) loss on sale of marketable securities		(23,734	)		36,999
Gain on disposition of property and equipment		-			(500	)
Other assets - unbilled receivables		160,661			288,034
- deferred charges		(366,995	)		(63,105	)
Deferred income taxes		706,000			497,000
Deferred revenue		(875,001	)		(875,001	)
Changes in:
Receivables		153,645			457,070
Income taxes refundable		(5,608	)		162,399
Prepaid expenses		687,443			603,501
Accounts payable		15,757			56,361
Payroll and other accrued liabilities		136,675			(588,570	)
Other taxes payable		(1,563	)		(1,536	)
Cash provided by operating activities		3,450,246			3,127,084

Cash Flows From Investing Activities:
Capital expenditures		(1,635,496	)		(2,254,034	)
Security deposits		(134,846	)		(34,560	)
Marketable securities:
Receipts from sales or maturities		282,434			314,008
Payments for purchases		(839,970	)		(338,436	)
Cash (used) by investing activities		(2,327,878	)		(2,313,022	)

Cash Flows From Financing Activities:
Increase - security deposits		134,846			32,261
Mortgage and other debt payments		(1,116,961	)		(112,274	)
Cash (used) by financing activities		(982,115	)		(80,013	)

Increase in cash and cash equivalents		140,253			734,049

Cash and cash equivalents at beginning of period		5,228,826			4,085,704

Cash and cash equivalents at end of period	$	5,369,079		$	4,819,753

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting Records and Use of Estimates:

	The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation and amortization, income tax assets and liabilities, fair value of marketable securities and revenue recognition. Estimates are based on historical experience where applicable or other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from those estimates under different assumptions or conditions.

	The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-Q. The July 31, 2016 condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's latest Form 10-K Annual Report for the fiscal year ended July 31, 2016. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for interim periods. The results of operations for the current period are not necessarily indicative of the results for the entire fiscal year ending July 31, 2017.

	The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and future periods, projections of the proportion of income (or loss), and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.

	As of July 31, 2016, the Company had a federal net operating loss carryforward approximating $6,580,000, which is available to offset future taxable income. In addition, as of July 31, 2016, the Company had state and city net operating loss carryforwards of approximately $10,107,000 and $8,274,000, respectively, available to offset future state and city taxable income. The net operating loss carryforwards will begin to expire, if not used, in 2035.

	New York State and New York City taxes for years through July 31, 2015 were calculated using the higher of taxes based on income or the respective capital-based franchise taxes. In April 2014, the New York State governor signed into law legislation overhauling the New York State franchise tax on corporations. The changes in the law were effective for the Company’s year ended July 31, 2016. The state capital-based tax will be phased out over a 7-year period. The Company anticipates New York State taxes will be based on capital through 2021, and New York City taxes will be based on capital for the foreseeable future. Capital based franchise taxes are recorded to administrative and general expense.

	Due to the application of the capital-based tax while the net operating loss still applies, or due to the possible absence of State taxable income in the years beyond 2021 to which the State loss can be carried, the Company has not recorded the tax benefit of its New York State and New York City net operating loss carryforwards.

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Reclassifications :

The consolidated financial statements for the prior year reflect certain reclassifications to conform with classifications adopted in 2017. These reclassifications have no effect on net income or loss as previously reported.

Recently issued accounting standards not yet adopted:

In May 2014, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”) establishing ASC Topic 606 Revenue from Contracts with Customers. ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. ASU 2014-09 is effective for interim and annual reporting in fiscal years that begin after December 15, 2016. ASU 2015-14 extended the implementation date for fiscal years beginning after December 31, 2017. The adoption of this ASU on August 1, 2018 is not expected to have a significant impact on our consolidated financial statements.

Subsequent to the issuance of ASU 2014-09, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”, ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, and ASU No. 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers." The additional ASU's clarified certain provisions of ASU 2014-09 in response to recommendations from the Transition Resource Group established by the FASB and have the same effective date and transition requirements as ASU 2014-09. The adoption of these updates on August 1, 2018 is not expected to have significant impact on our consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01 "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU No. 2016-01 will be effective for interim and annual periods beginning after December 15, 2017. The adoption of this ASU is not expected to have a significant impact on our balance sheet and statement of operations.

In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 is intended to increase transparency and comparability among organizations of accounting for leasing arrangements. This guidance establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Lessor accounting remains similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard (ASU 2014-09). ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Entities will be required to recognize and measure leases as of the earliest period presented using a modified retrospective approach. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new standard will be effective for the Company for the fiscal year beginning August 1, 2019. Early adoption is permitted. The adoption of this guidance is expected to result in an increase in assets and liabilities on the Company’s balance sheet, with no material impact on the statement of operations. However, the ultimate impact of adopting this ASU will depend on the Company’s lease portfolio as of the adoption date.

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2.	Income Per Share of Common Stock:

	Income per share has been computed by dividing the net income for the periods by the weighted average number of shares of common stock outstanding during the periods, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 for the three and nine months ended April 30, 2017 and April 30, 2016.

3.	Marketable Securities:

	The Company categorizes marketable securities as either trading, available-for-sale or held-to-maturity. Trading securities are carried at fair value with unrealized gains and losses included in income. Available-for-sale securities are carried at fair value measurements using quoted prices in active markets for identical assets or liabilities with unrealized gains and losses recorded as a separate component of shareholders' equity. Held-to-maturity securities are carried at amortized cost. Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The Company did not classify any securities as trading or held to maturity during the nine months ended April 30, 2017 and year ended July 31, 2016. The Company follows GAAP which establishes a fair value hierarchy that prioritizes the valuation techniques and creates the following three broad levels, with Level 1 valuation being the highest priority:

		Level 1 valuation inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (e.g., equity securities traded on the New York Stock Exchange). Level 2 valuation inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or similar assets or liabilities in markets that are not active). Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should be used to measure fair value to the extent that observable inputs are not available.

	Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no changes in the methodologies used at April 30, 2017 and July 31, 2016. Equity securities are valued at the closing price reported on the active market on which the individual securities are traded that the Company has access to. Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Company are deemed to be actively traded.

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In accordance with the provisions of Fair Value Measurements, the following are the Company's financial assets measured on a recurring basis presented at fair value.

Fair value measurements at reporting date

Total Total

April 30, July 31,

Description 2017 Level 1 Level 2 Level 3 2016 Level 1 Level 2 Level 3

Assets:

Marketable securities -

available-for-sale $ 2,721,419 $ 2,721,419 $ – $ – $ 2,062,205 $ 2,062,205 $ – $ –

As of April 30, 2017 and July 31, 2016, the Company's marketable securities were classified as follows:

	April 30, 2017								July 31, 2016
			Gross		Gross						Gross		Gross
			Unrealized		Unrealized		Fair				Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Noncurrent:
Available-for-sale:
Mutual funds	$	714,965	$	170,613	$	–	$	885,578	$	551,573	$	143,026	$	–	$	694,599
Equity securities		1,527,969		310,161		2,289		1,835,841		1,110,091		258,869		1,354		1,367,606
	$	2,242,934	$	480,774	$	2,289	$	2,721,419	$	1,661,664	$	401,895	$	1,354	$	2,062,205

The Company's equity securities, gross unrealized losses and fair value, aggregated by investment category and length of time that the investment securities have been in a continuous unrealized loss position are as follows:

	April 30, 2017				July 31, 2016
			Less Than				Less Than
	Fair Value		12 Months		Fair Value		12 Months
Corporate equity securities	$	261,965	$	2,289	$	120,288	$	1,354

Investment income consists of the following:

Three Months Ended Nine Months Ended

April 30 April 30

      2017       2016       2017       2016

Gain (loss) on sale of marketable securities $      31,155 $      1,539 $      23,734 $      (36,999 )

Interest income 2,941 3,785 9,287 5,450

Dividend income 7,810 4,329 47,449 48,344

       Total $ 41,906 $ 9,653 $ 80,470 $ 16,795

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4.	Financial Instruments and Credit Risk Concentrations:

	Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities, cash and cash equivalents and receivables. Marketable securities and cash and cash equivalents are placed with multiple financial institutions and multiple instruments to minimize risk. No assurance can be made that such financial institutions and instruments will minimize all such risk.

	The Company derives rental income from fifty tenants, of which one tenant accounted for 18.32%, another tenant accounted for 14.88% and a third tenant accounted for 10.67% of rental income during the nine months ended April 30, 2017. The nine months ended April 30, 2016 had one tenant account for 18.59%, another tenant account for 15.92% and a third tenant accounted for 10.35% of rental income. No other tenant accounted for more than 10% of rental income during the same periods.

	The Company has one irrevocable Letter of Credit totaling $230,000 at April 30, 2017 and July 31, 2016 provided by a tenant as a security deposit.

5.	Long-Term Debt – Mortgage:

			April 30, 2017				July 31, 2016
	Current
	Annual	Final	Due		Due		Due		Due
	Interest	Payment	Within		After		Within		After
	Rate	Date	One Year		One Year		One Year		One Year
Bond St. building, Brooklyn, NY	3.54%	2/1/2020	$	161,123	$	5,508,441	$	156,846	$	5,629,679
Less: Deferred financing costs				–		62,925		–		80,079
Total			$	161,123	$	5,445,516	$	156,846	$	5,549,600

On January 9, 2015, the Company refinanced its loan with a bank for $6,000,000, which included the outstanding balance as of January 2015 in the amount of $5,347,726 and an additional borrowing of $652,274. The loan is for a period of five years with a payment based on a twenty-five year amortization period. The interest rate for this period is fixed at 3.54% per annum. The mortgage loan is secured by the Bond Street building in Brooklyn, New York.

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6.	Property and Equipment – at cost:

	April 30		July 31
	2017		2016
Property:
Buildings and improvements	$	80,448,661	$	77,693,718
Improvements to leased property		1,478,012		1,478,012
Land		6,067,805		6,067,805
Construction in progress		554,809		1,697,292
		88,549,287		86,936,827
Less accumulated depreciation		39,230,402		38,008,810
Property - net		49,318,885		48,928,017

Fixtures and equipment and other:
Fixtures and equipment		144,545		144,545
Other fixed assets		193,016		195,478
		337,561		340,023
Less accumulated depreciation		209,304		203,303
Fixtures and equipment and other - net		128,257		136,720

Property and equipment - net	$	49,447,142	$	49,064,737

Construction in progress includes:
	April 30		July 31
	2017		2016
Building improvements at 9 Bond Street in Brooklyn, NY	$	554,809	$	–
Building improvements at 25 Elm Place in Brooklyn, NY		–		1,697,292
	$	554,809	$	1,697,292

7.	Note Payable - Related Party:

	On December 15, 2004, the Company borrowed $1,000,000 on an unsecured basis from a former director of the Company, who at the time was also a greater than 10% beneficial owner of the outstanding common stock of the Company. The former director passed away in November 2012 and the interest payments pursuant to the note were assigned to a trust provided for by the will of the deceased former director. The Company paid this loan in full upon its maturity date of December 15, 2016. The constant quarterly payment of interest was $12,500 at an interest rate of 5% per annum. The interest paid was $18,750 for the nine months ended April 30, 2017 and $37,500 for the nine months ended April 30, 2016.

8.	Unbilled Receivables and Rental Income:

	Unbilled receivables represent the excess of scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of each lease.

-12-

Employees' Retirement Plan:

The Company sponsors a noncontributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged $100,147 and $294,804 as contributions to the Plan for the three and nine months ended April 30, 2017, respectively, and $96,653 and $292,371 as contributions to the Plan for the three and nine months ended April 30, 2016, respectively.

Multi-employer plan:

The Company contributes to a union sponsored multi-employer pension plan covering its union employees. The Company contributions to the pension plan were $14,648 and $41,636 for the three and nine months ended April 30, 2017, respectively, and $11,428 and $41,020 as contributions to the Plan for the three and nine months ended April 30, 2016, respectively. Contributions and costs are determined in accordance with the provisions of negotiated labor contracts or terms of the plans. The Company also contributes to union sponsored health benefit plans.

Contingent Liability for Pension Plan:

Information as to the Company’s portion of accumulated plan benefits and plan assets is not reported separately by the pension plan. Under the Employee Retirement Income Security Act, upon withdrawal from a multi-employer benefit plan, an employer is required to continue to pay its proportionate share of the plan’s unfunded vested benefits, if any. Any liability under this provision cannot be determined: however, the Company has not made a decision to withdraw from the plan.

Information for contributing employer’s participation in the multi-employer plan:

	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, 2015
	Certified zone status:	Critical and declining status
	Status determination date:	January 1, 2017
	Plan used extended amortization provisions in status
	calculation:	Yes
	Minimum required contribution:	None
	Employer contributing greater than 5% of Plan
	contributions for year ended December 31, 2015:	Yes
	Rehabilitation plan implemented:	Yes
	Employer subject to surcharge:	Yes
	Contract expiration date:	November 30, 2019

-13-

10.		Cash Flow Information:

		For purposes of reporting cash flows, the Company considers cash equivalents to consist of short-term highly liquid investments with maturities of three (3) months or less, which are readily convertible into cash.

Supplemental disclosure:	Nine Months Ended
	April 30
	2017		2016
Interest paid, net of capitalized interest of $16,514 (2017)
and $49,084 (2016)	$	163,022	$	159,082
Income taxes paid	$	159,096	$	87,804

11.		Common Stock:

		The Company has one class of common stock with identical voting rights and rights to liquidation.

12.		Accumulated Other Comprehensive Income:

		The only component of accumulated other comprehensive income is unrealized gain (loss) on available-for-sale securities.

		A summary of the changes in accumulated other comprehensive income for the three and nine months ended April 30, 2017 and 2016 is as follows:

	Three Months Ended						Nine Months Ended
	April 30						April 30
	2017			2016			2017			2016
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Beginning balance, net of tax effect	$	277,770		$	142,579		$	264,541		$	196,033

Other comprehensive income, net of tax effect:
Unrealized gain (loss) on available-for-sale securities		99,910			66,213			118,785			(15,241	)
Tax effect		(33,500	)		(23,000	)		(40,000	)		5,000
Unrealized gain (loss) on available-for-sale
securities, net of tax effect		66,410			43,213			78,785			(10,241	)

Amounts reclassified from accumulated other
comprehensive income, net of tax effect:
Unrealized gain on available-for-sale securities reclassified		(42,195	)		-			(40,841	)		-
Tax effect		14,500			-			14,000			-
Amount reclassified, net of tax effect		(27,695	)		-			(26,841	)		-

Ending balance, net of tax effect	$	316,485		$	185,792		$	316,485		$	185,792

A summary of the line items in the Condensed Consolidated Statements of Income and Retained Earnings affected by the amounts reclassified from accumulated other comprehensive income is as follows:

	Details about accumulated other		Affected line item in the statement
	comprehensive income components		where net income is presented
	----------------------------------------------------		---------------------------------------------
	Other comprehensive income reclassified		Investment income
	tax effect		Income taxes provided

-14-

13.	Entry into a Material Definitive Agreement:

	On June 16, 2014, the Company entered into a Second Amendment of Lease (the "Amendment") with 33 Bond St. LLC ("Bond"), its landlord, for certain truck bays and approximately 1,000 square feet located at the cellar level within a garage at Livingston and Bond Street ("Premises"). Pursuant to the Amendment, (1) a lease option for the Premises was exercised extending the lease until December 8, 2043, (2) the Company, simultaneously with the execution of the Amendment, vacated the Premises so that Bond may demolish the building in which the Premises is located in order to develop and construct a new building at the location, and (3) Bond agreed to redeliver to the Company possession of the reconfigured Premises after construction.

	As consideration under the Amendment, Bond agreed to pay the Company a total of $3,500,000. Upon execution of the Amendment, the Company recorded $3,500,000 to deferred revenue to be amortized to revenue to temporarily vacate the premises over the expected vacate period of 36 months. Bond tendered $2,250,000 simultaneously with the execution of the Amendment, and the balance due of $1,250,000 on June 16, 2015 had been received by the Company.

	In connection with the Amendment, the parties also agreed to settle a pending lawsuit in the Supreme Court of the State of New York, Kings County, Index No. 50796/13 (the "Action"), in which the Company sought, among other things, a declaratory judgment that it validly renewed the lease for the Premises, and Bond sought, among other things, a declaratory judgment that the lease expired by its terms on December 8, 2013. Pursuant to a stipulation of settlement, filed on June 16, 2014, the Action, including all claims and counterclaims, has been discontinued with prejudice, without costs or attorneys' fees to any party as against the other. The stipulation of settlement also contains general releases by both parties of all claims.

14.	Contingencies:

	There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company's Condensed Consolidated Financial Statements.

	If the Company sells, transfers, disposes of, or demolishes 25 Elm Place, Brooklyn, New York, then the Company may be liable to create a condominium unit for the loading dock. The necessity of creating the condominium unit and the cost of such condominium unit cannot be determined at this time.

	Due to defective workmanship and breach of contract, the Company continues to pursue damages and return in full of a $376,467 deposit paid a contractor when work commenced to replace a roof on the Fishkill, New York building. There is a reasonable possibility the Company will not be paid in full and a charge to real estate operating expenses in the amount of $279,213 was recorded for the fiscal year ended July 31, 2016. Following initial court decisions in this matter, another $141,132 was charged to operating expenses on October 31, 2016.

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Item 2.

J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 subsidiaries.

Forward Looking Statements:

The following can be interpreted as including forward looking statements under the Private Securities Litigation Reform Act of 1995. The words “outlook”, “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to, availability of labor, marketing success, competitive conditions and the change in economic conditions of the various markets we serve.

Critical Accounting Policies and Estimates:

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, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 to the Condensed Consolidated Financial Statements disclose our more significant judgments and estimates used in the preparation of our financial statements. Actual results may differ from these estimates under different assumptions and conditions. (See Note 1 on pages 7 and 8 to the Condensed Consolidated Financial Statements herein and Note 1 on pages 9 through 12 to the Consolidated Financial Statements in the Annual Report to Shareholders for the fiscal year ended July 31, 2016).

Results of Operations:

Three months ended April 30, 2017 compared to the three months ended April 30, 2016:

In the three months ended April 30, 2017, the Company reported net income of $606,234, or $.30 per share. In the comparable three months ended April 30, 2016, the Company reported net income of $451,391, or $.22 per share.

Revenues in the current three months increased to $4,952,454 from $4,675,138 in the comparable 2016 three months primarily due to increased rental income from existing tenants.

Real estate operating expenses in the current three months increased to $2,512,506 from $2,508,975 in the comparable 2016 three months primarily due to increases in real estate taxes, utilities and licenses and permits costs partially offset by decreases in maintenance costs.

Administrative and general expenses in the current three months increased to $1,092,032 from $1,031,623 in the comparable 2016 three months primarily due to increases in medical costs and legal and professional costs.

Depreciation and amortization expense in the current three months increased to $423,791 from $408,886 in the comparable 2016 three months primarily due to improvements in the Nine Bond Street building in Brooklyn, New York.

There was a $500 gain on disposition of property and equipment in the three months ended April 30, 2016. There was no gain or loss in the comparable 2017 period.

-16-

Interest expense exceeded investment income in the current three months by $8,891 and by $30,763 in the comparable 2016 three months. The decrease is primarily due to a gain on sale of marketable securities in the 2017 three months.

Nine months ended April 30, 2017 compared to the nine months ended April 30, 2016:

In the nine months ended April 30, 2017, the Company reported net income of $1,391,821, or $.69 per share. In the comparable nine months ended April 30, 2016, the Company reported net income of $1,075,492, or $.53 per share.

Revenues in the current nine months increased to $14,560,242 from $13,851,806 in the comparable 2016 nine months primarily due to increased rental income from existing tenants.

The recovery of real estate taxes in the current nine months in the amount of $10,952, net of legal expenses, represents recovery of prior years’ real estate taxes from one of the Company’s properties. The comparable 2016 nine months did not have a recovery of real estate taxes.

Real estate operating expenses in the current nine months increased to $7,735,755 from $7,488,630 in the comparable 2016 nine months primarily due to increases in real estate taxes, utilities, licenses and permits costs and a charge for litigation against a contractor in the amount of $141,132 (see Note 14), partially offset by decreases in maintenance costs and leasing commission costs.

Administrative and general expenses in the current nine months increased to $3,381,034 from $3,340,676 in the comparable 2016 nine months primarily due to increases in payroll costs, medical costs and directors fees partially offset by decreases in legal and professional costs.

Depreciation and amortization expense in the current nine months increased to $1,253,091 from $1,223,036 in the comparable 2016 nine months primarily due to improvements in the Nine Bond Street building in Brooklyn, New York.

There was a $500 gain on disposition of property and equipment in the nine months ended April 30, 2016. There was no gain or loss in the comparable 2017 period.

Interest expense exceeded investment income in the current nine months by $92,541 and by $158,472 in the comparable 2016 nine months. The decrease is primarily due to a gain on sale of marketable securities in the 2017 nine months, whereas the 2016 nine months had a loss on sale of marketable securities.

Liquidity and Capital Resources:

Management considers current working capital and borrowing capabilities adequate to cover the Company’s planned operating and capital requirements. The Company’s cash and cash equivalents amounted to $5,369,079 at April 30, 2017.

In May 2015, the Company entered into a 20 year lease agreement with a new tenant (cancellation clause after the 10th year) to occupy 17,425 square feet of office space at the Jowein building in Brooklyn, New York. Occupancy commenced in March 2017 and rent will commence three months later. The amount of brokerage commissions and construction costs were $496,266 and $1,750,570, respectively. The construction was completed in November 2016.

In August 2016, a tenant at the Company’s Circleville, Ohio property leased an additional 12,000 square feet of warehouse space effective August 16, 2016.

In October 2016, a tenant at the Company’s Levittown, New York property extended its lease for an additional five years expiring May 3, 2023.

In October 2016, a tenant who occupies 2,680 square feet of retail space at the Company’s Jamaica, New York property vacated the space. The space was leased to an existing tenant at a higher annual rental income effective November 2016.

-17-

On December 15, 2016, the Company made a payment in the amount of $1,000,000, which was payment in full for the unsecured note to a related party (see Note 7).

In December 2016, a tenant who occupies 47,100 square feet of retail space at the Company’s Jamaica, New York building extended its lease for an additional two years expiring May 31, 2019.

In February 2017, a tenant who occupies 25,423 square feet of office space at the Company’s Nine Bond Street, Brooklyn, New York building, whose lease expired on March 31, 2017, extended the lease until December 31, 2017.

In February 2017, a tenant who occupies 41,385 square feet of office space at the Company’s Jowein building in Brooklyn, New York surrendered 10,569 square feet and extended the remaining 30,816 square feet from May 31, 2019 until May 31, 2020. The 10,569 square feet surrendered was leased to a new tenant in February 2017 for a period of five years.

In March 2017, the Company leased 7,700 square feet to a medical facility at its Nine Bond Street, Brooklyn, New York building, for a term of ten years with two five year option periods. To accommodate this tenant, an existing tenant surrendered 400 square feet of retail space. The cost of renovations for this tenant will be approximately $420,000 and brokerage commissions will be $216,052. The tenant is anticipated to take occupancy and commence payment of rent in November 2017.

On April 4, 2017, a tenant in our Nine Bond Street building in Brooklyn, New York filed for Chapter 11 protection. This tenant accounted for 2.45% of our annual net rental income for the year ended July 31, 2016. While we cannot ascertain what the effect of this filing will be on the Company, cash flows would be adversely affected by approximately $37,000 per month should the tenant reject the lease and vacate the premises.

A tenant who occupies 99,992 square feet of retail space at the Company’s Fishkill, New York building planned to vacate the space but in May 2017 an agreement was reached giving them occupancy on a month to month basis.

In May 2017, a tenant who occupies 8,300 square feet of office space at the Company’s Jowein building in Brooklyn, New York surrendered 5,000 square feet. The 5,000 square feet surrendered was leased to a new tenant in May 2017 for a period of ten years.

Cash Flows From Operating Activities:

Deferred Charges: The Company incurred expenditures in the amount of $366,995 for brokerage commissions for one new retail tenant and one existing tenant at the Company’s Jamaica, New York building, one new office tenant at the Company’s Jowein building in Brooklyn, New York and one new tenant which is a medical facility at the Company’s Nine Bond Street building in Brooklyn, New York.

Payroll and Other Accrued Liabilities: The Company incurred additional brokerage commissions in the amount of $366,995 which related to one new retail tenant, one existing retail tenant, one new office tenant and one new tenant which is a medical facility. The Company also made payments for brokerage commissions in the amount of $219,407, which reduced the balance due to $463,698.

Cash Flows From Investing Activities:

The Company had expenditures of $370,085 for the nine months ended April 30, 2017 at its Jowein building in Brooklyn, New York for renovations for an existing tenant. The cost of the project was $370,085 and was completed in September 2016. The Company had expenditures of $129,561 for renovations to a new tenant. The cost of the project was $129,561 and was completed in March 2017. The Company also had expenditures of $35,126 for roof projects.

The Company had expenditures of $53,278 for the nine months ended April 30, 2017, for a new office tenant at its Jowein building in Brooklyn, New York. The cost of the project was $1,750,570, which has been paid in full as of April 30, 2017. The project was completed in November 2016.

The Company had expenditures of $221,442 in the nine months ended April 30, 2017 for façade restoration work at the Company’s Nine Bond Street, Brooklyn, New York building. The cost of the project was $221,442 and was completed in March 2017. The Company had expenditures of $115,606 for additional façade work. The cost of the project was $146,767 and was completed in May 2016. The Company had expenditures for elevator work in the amount of $317,699. The cost of the project will be approximately $635,000 and will be completed by October 2017. The Company had expenditures of $216,660 for a new tenant. The cost of the project will be approximately $420,000 and will be completed in June 2017. The Company also had expenditures of $44,488 for various other construction projects.

-18-

The Company had expenditures of $108,514 in the nine months ended April 30, 2017 for various construction projects at its Jamaica, New York building.

Cash Flows From Financing Activities:

On December 15, 2016, the Company made a payment in the amount of $1,000,000, which was payment in full for the unsecured note to a related party (see Note 7).

Cautionary Statement Regarding Forward-Looking Statements:

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, our 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 listed below, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

● changes in the rate of economic growth in the United States;

● the ability to obtain credit from financial institutions and the related costs;

● changes in the financial condition of our customers;

● changes in regulatory environment;

● lease cancellations;

● changes in our estimates of costs;

● war and/or terrorist attacks on facilities where services are or may be provided;

● outcomes of pending and future litigation;

● increasing competition by other companies;

● compliance with our loan covenants;

● recoverability of claims against our customers and others by us and claims by third parties against us; and

● changes in estimates used in our critical accounting policies.

Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.

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 review any additional disclosures we make in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and any Form 8-K reports filed with the United States Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk:

The Company uses fixed-rate debt to finance its capital requirements. These transactions do not expose the Company to market risk related to changes in interest rates. The Company does not use derivative financial instruments. At April 30, 2017, the Company had fixed-rate debt of $5,669,564.

-19-

Item 4. Controls and Procedures:

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective and provide reasonable assurance that the information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are likely to materially affect, our internal control over financial reporting.

-20-

Part II - Other Information

Item 1. Legal Proceedings

From time to time we are involved in legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters in the aggregate will not have a material adverse effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors

There have been no changes to our risk factors from those disclosed in our Annual Report on Form 10-K for our fiscal year ended July 31, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each originally dated August 1, 2005, and extended as of August 1, 2008, August 1, 2011, and August 1, 2014 have been further extended as of August 1, 2017. Each such Employment Agreement is scheduled to end on July 31, 2020.

Item 6. Exhibits and Reports on Form 8-K

(a) List of Exhibits:

		Sequentially
Exhibit		Numbered
Number	Exhibit	Page
(3)	Articles of Incorporation and Bylaws	N/A
(10)	Material contracts Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each originally dated August 1, 2005, were incorporated by reference to Registrant’s Form 8-K dated August 1, 2005. Each of these Employment Agreements had been extended on multiple occasions, the most recent as of August 1, 2017 for three year periods. Each Employment Agreement dated as of August 1, 2017 and scheduled to end on July 31, 2020 is attached as an Exhibit to the Form 10-Q.	24-59
(11)	Statement recomputation of per share earnings	N/A
(12)	Statement recomputation of ratios	N/A
(14)	Code of ethics	N/A
(15)	Letter reunaudited interim financial information	N/A
(18)	Letter rechange in accounting principles	N/A
(19)	Report furnished to security holders	N/A
(31)	Additional exhibits - Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	(31.1) Chief Executive Officer	60
	(31.2) Chief Financial Officer	61
(32)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350	62
(95)	Mine safety disclosure	N/A
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase

-21-

(b)		Reports on Form 8-K – Two reports on Form 8-K were filed by the registrant during the three months ended April 30, 2017.

		Items reported:

		The Company reported its financial results for the three and six months ended January 31, 2017. Date of report filed - March 9, 2017. The Company reported the election of a director to the Board of Directors. Date of report filed – March 30, 2017.

-22-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		J.W. MAYS, Inc.
		(Registrant)



Date:	June 8, 2017	/s/ Lloyd J. Shulman
		Lloyd J. Shulman
		President
		Chief Executive Officer



Date:	June 8, 2017	/s/ Mark S. Greenblatt
		Mark S. Greenblatt
		Vice President
		Chief Financial Officer

-23-

Exhibit 10a

EMPLOYMENT AGREEMENT

AGREEMENT made on the 22nd day of March, 2017, which further modifies and extends the Employment Agreement originally made as of the 1 ^st day of August, 2008, which expired on July 31, 2011, as modified and extended by the Employment Agreement made as of the 1 ^st day of August, 2011, which expired on July 31, 2014, as modified and extended by the Employment Agreement made as of the 1 ^st day of August, 2014, which is expiring on July 31, 2017, between J.W. Mays, Inc., a New York corporation with offices and principal place of business located at 9 Bond Street, Brooklyn, New York 11201 (hereinafter called the “Company”), and Lloyd J. Shulman (hereinafter called “Shulman” or “Employee”)

WHEREAS, Shulman has rendered distinguished and dedicated service to the Company for many years, currently serves as its President and his services have continuing value to the Company; and

WHEREAS, the Company desires to assure continuity of the services of Shulman as President by means of an Employment Agreement and Shulman is willing to enter into such Agreement upon the terms and conditions hereinafter set forth. and

WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the continued successful operation of the Company’s business.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Nature of Services and Duties :

(A) The Company hereby employs Shulman and Shulman accepts employment as the President of the Company.

-24-

(B) Shulman shall devote his best efforts and substantially all of his business time to advance the interests of the Company, subject to the control of the Board of Directors, and subject to and bound by all personnel and corporate policies and procedures applicable to employees of the Company. At all times he shall be furnished office accommodations adequate for the performance of his duties and compatible with his position as President of the Company.

2. Term of Employment :

(A) Shulman’s employment hereunder shall commence as of August 1, 2017 and shall end at the close of business on July 31, 2020, subject to earlier termination as provided in this Agreement in the event of Shulman’s retirement or permanent disability (the “Term of Employment”). Leave of absence for any period of time authorized by the Board of Directors of the Company shall not be deemed an interruption, cessation or termination of the terms of Shulman’s employment.

(B) Shulman may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice to the Company.

(C) Nothing in this Agreement shall prevent the Company from terminating the employment at any time for cause. The following events shall constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement or the like; or (ii) willful misconduct of the Employee in connection with the performance of his duties under this Agreement; or (iii) violation of any material provision of this Agreement.

3. Compensation :

(A) The Company agrees to compensate Shulman for his services, and Shulman agrees to accept as compensation for his services, during the period of his employment hereunder or any renewal thereof, the sum of not less than Three Hundred Fifty Two Thousand Five Hundred and 00/100 ($352,500.00) Dollars per annum, payable in equal monthly or other installments in accordance with the general practice of the Company with respect to Senior Executives. Shulman shall be entitled to such increases and additional payments as may be determined from time to time by the Board of Directors in its discretion.

-25-

(B) To the extent to which he may qualify, he shall, in addition, be entitled to participate in all plans now or hereafter adopted for Executives or employees, including, but not limited to, pension, group insurance or medical plans, and in any other employee benefit plans, whether similar to or different from any of the foregoing categories, offered or made available by the Company.

(C) The Company shall reimburse Shulman upon submission of vouchers by him, for all out-of-pocket expenses for entertainment, travel, meals, hotel accommodations and the like, incurred by him in the interest of the business of the Company.

(D) The Company shall have the right, at its option, to allocate payment of Shulman’s compensation or expenses, or any part thereof, among its subsidiaries or divisions, if any, to the extent applicable as its Board of Directors may from time to time direct.

4. Restrictive Covenant :

(A) Shulman acknowledges that: (i) due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and (ii) Shulman’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

-26-

(B) Shulman shall not at any time, either during or after his employment, directly or indirectly, divulge, disclose or communicate to any person or entity, any non-public information affecting or relating to the business of the Company (the “Confidential Information”), including without limitation the names and addresses of its tenants, sub-tenants and prospective or potential tenants, marketing information, information regarding the nature and extent of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration dates, rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its plans, its financial arrangements or condition, its policies and procedures, or contracts and other relationships with and information regarding other individuals or entities, including, but not limited to employees and independent contractors, regardless of whether any or all of the foregoing matters would be deemed confidential material or important, the parties stipulating that as between them such information is confidential, important and gravely affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section is a material breach of this Agreement. Upon Shulman’s termination of employment, he shall immediately deliver to the Company all of the Company’s Confidential Information and shall not retain in any copies of the Company’s Confidential Information without the express prior written consent of the Company.

(C) In consideration of the amounts paid and payable pursuant to this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Shulman hereby agrees as follows:

1. Except under and pursuant to this Agreement, or as otherwise consented to in writing by the Company from time to time, during the Term of Employment, Shulman shall not at any time or place whatsoever, either directly or indirectly, engage or be interested as owner, stockholder, partner, member director, officer, employee, independent contractor or otherwise, (either with or without compensation), in any person, business or entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall not be construed to prohibit investment by Shulman in publicly traded securities.

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2. During the twenty-four (24) month period immediately following the termination of Shulman’s employment, without regard to the reason for such termination, Shulman shall not directly or indirectly, whether on Shulman’s own account or as an employee, partner, member, manager, officer or director of, or consultant or independent contractor to, or holder of more than five (5%) percent of the equity interest in any other entity, within a fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:

(a) enter into or engage in any business which is competitive with the Company’s Business.

(b) induce any person employed by the Company, to join a corporation, partnership, joint venture, limited liability company or other entity in any such capacity, directly or indirectly, if such business is competitive with that of the Company or if such business, or its successors or assigns, competes with the Company or if such business, or its successors or assigns, solicits tenants of the Company.

(D) For the purposes of this Agreement, a business will be deemed competitive with the Company’s Business if it engages in any manner in the ownership, control, development, management and/or operation of real property.

(E) Shulman hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the Company shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining Shulman from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, the Company shall be entitled to a temporary restraining order and a preliminary injunction, all at Shulman’s expense, including reasonable attorney’s fees and disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any and all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity, otherwise available under the terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations.

-28-

(F) Each provision contained in this Section 4 is intended to be independent of the others, and shall survive and shall remain binding and enforceable, notwithstanding that any of the other provisions may be declared invalid, void or unenforceable and, in the case of the geographical and time limitations, may be modified in geographical scope or duration by any court of competent jurisdiction to the extent necessary to make such provision valid and enforceable.

(G) The provisions of this Section 4 shall survive the termination of Shulman’s employment.

(H) If any present or future statute of the State of New York provides protections or remedies relating to Confidential Information, which are greater than the protections and remedies provided by this Agreement, then the Company shall also have the benefit of such additional statutory protections and remedies.

(I) The provisions of this Section 4 shall not apply to work of any kind performed by the Employee for any entity which is affiliated or related to the Company, including, but not limited to Weinstein Enterprises, Inc.

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5. Disability :

(A) If Shulman becomes permanently disabled (as defined herein) during the period of his employment, the Company may terminate his employment on not less than three (3) months’ prior notice, but the Company shall nevertheless pay Shulman his compensation, as then in effect, for the balance of his Term of Employment.

(B) Shulman shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a period of ninety (90) days during which Shulman is continuously unable, as a result of any physical or mental ailment, to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the Company’s request, examined by New York University Medical Center, New York, New York, or any successor organization, or by any other Hospital in the City of New York of comparable stature, mutually agreed upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of its Medical Examiners, Shulman’s health is such that, for a period of ninety (90) days or more from that date, Shulman is and probably will be incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, his major duties and responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such question, such certificate may be obtained from a majority of a Board of three (3) licensed physicians, members of the American Medical Association (New York City Division), one (1) to be chosen by Shulman or on his behalf, one (1) by the Company, and the third (3 ^rd ) by the other two (2), if they can agree thereon, otherwise by the then President of the New York State Medical Association. The certificate of two (2) of the said physicians shall be final and binding upon both parties hereto.

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6. Assignability of This Agreement :

This Agreement is personal and shall not be assignable by Shulman and its terms, covenants and conditions shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

7. Interpretation of This Agreement :

This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.

The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the meaning thereof.

Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural.

This Agreement may be executed in one or more counterparts each of which shall be deemed an original.

8. Notices :

Any notices that may, at any time, be required to be given hereunder shall mean written notice and be addressed by Registered or Certified Mail as follows, unless a different address be furnished by Registered or Certified Mail to the other party:

If to the Company:	at 9 Bond Street
	Brooklyn, NY 11201


If to Shulman:	at 961 Route 52
	Carmel, NY 10512

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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by its Secretary and its corporate seal affixed hereunto, and Shulman has affixed his hand and seal as of the date first above written.

		J.W. Mays, Inc.


	By:	/s/ Mark Greenblatt
		Mark Greenblatt, Vice President
		and Treasurer
(SEAL)

ATTEST:

/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary		/s/ Lloyd J. Shulman
		Lloyd J. Shulman

-32-

Exhibit 10b

EMPLOYMENT AGREEMENT

AGREEMENT made on the 22nd day of March, 2017, which further modifies and extends the Employment Agreement originally made as of the 1 ^st day of August, 2008, which expired on July 31, 2011, as modified and extended by the Employment Agreement made as of the 1 ^st day of August, 2011, which expired on July 31, 2014, as modified and extended by the Employment Agreement made as of the 1 ^st day of August, 2014, which is expiring on July 31, 2017, between J.W. Mays, Inc., a New York corporation with offices and principal place of business located at 9 Bond Street, Brooklyn, New York 11201 (hereinafter called the “Company”), and Mark Greenblatt (hereinafter called “Greenblatt” or “Employee”)

WHEREAS, Greenblatt has rendered distinguished and dedicated service to the Company for many years, currently serves as a Vice President and Treasurer and his services have continuing value to the Company; and

WHEREAS, the Company desires to assure continuity of the services of Greenblatt as a Vice President and Treasurer by means of an Employment Agreement and Greenblatt is willing to enter into such Agreement upon the terms and conditions hereinafter set forth. and

WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the continued successful operation of the Company’s business.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Nature of Services and Duties :

(A) The Company hereby employs Greenblatt and Greenblatt accepts employment as a Vice President and Treasurer of the Company.

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(B) Greenblatt shall devote his best efforts and substantially all of his business time to advance the interests of the Company, subject to the control of the Board of Directors, and subject to and bound by all personnel and corporate policies and procedures applicable to employees of the Company. At all times he shall be furnished office accommodations adequate for the performance of his duties and compatible with his position as a Vice President and Treasurer of the Company.

2. Term of Employment :

(A) Greenblatt’s employment hereunder shall commence as of August 1, 2017 and shall end at the close of business on July 31, 2020, subject to earlier termination as provided in this Agreement in the event of Greenblatt’s retirement or permanent disability (the “Term of Employment”). Leave of absence for any period of time authorized by the Board of Directors of the Company shall not be deemed an interruption, cessation or termination of the terms of Greenblatt’s employment.

(B) Greenblatt may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice to the Company.

3. Compensation :

(A) The Company agrees to compensate Greenblatt for his services, and Greenblatt agrees to accept as compensation for his services, during the period of his employment hereunder or any renewal thereof, the sum of not less than Three Hundred fifty Thousand and 00/100 ($350,000.00) Dollars per annum, payable in equal monthly or other installments in accordance with the general practice of the Company with respect to Senior Executives. Greenblatt shall be entitled to such increases and additional payments as may be determined from time to time by the Board of Directors in its discretion.

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(C) The Company shall reimburse Greenblatt upon submission of vouchers by him, for all out-of-pocket expenses for entertainment, travel, meals, hotel accommodations and the like, incurred by him in the interest of the business of the Company.

(D) The Company shall have the right, at its option, to allocate payment of Greenblatt’s compensation or expenses, or any part thereof, among its subsidiaries or divisions, if any, to the extent applicable as its Board of Directors may from time to time direct.

4. Restrictive Covenant :

(A) Greenblatt acknowledges that: (i) due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and (ii) Greenblatt’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

-35-

(B) Greenblatt shall not at any time, either during or after his employment, directly or indirectly, divulge, disclose or communicate to any person or entity, any non-public information affecting or relating to the business of the Company (the “Confidential Information”), including without limitation the names and addresses of its tenants, sub-tenants and prospective or potential tenants, marketing information, information regarding the nature and extent of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration dates, rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its plans, its financial arrangements or condition, its policies and procedures, or contracts and other relationships with and information regarding other individuals or entities, including, but not limited to employees and independent contractors, regardless of whether any or all of the foregoing matters would be deemed confidential material or important, the parties stipulating that as between them such information is confidential, important and gravely affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section is a material breach of this Agreement. Upon Greenblatt’s termination of employment, he shall immediately deliver to the Company all of the Company’s Confidential Information and shall not retain in any copies of the Company’s Confidential Information without the express prior written consent of the Company.

1. Except under and pursuant to this Agreement, or as otherwise consented to in writing by the Company from time to time, during the Term of Employment, Greenblatt shall not at any time or place whatsoever, either directly or indirectly, engage or be interested as owner, stockholder, partner, member director, officer, employee, independent contractor or otherwise, (either with or without compensation), in any person, business or entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall not be construed to prohibit investment by Greenblatt in publicly traded securities.

-36-

2. During the twenty-four (24) month period immediately following the termination of Greenblatt’s employment, without regard to the reason for such termination, Greenblatt shall not directly or indirectly, whether on Greenblatt’s own account or as an employee, partner, member, manager, officer or director of, or consultant or independent contractor to, or holder of more than five (5%) percent of the equity interest in any other entity, within a fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:

(a) enter into or engage in any business which is competitive with the Company’s Business.

-37-

(E) Greenblatt hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the Company shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining Greenblatt from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, the Company shall be entitled to a temporary restraining order and a preliminary injunction, all at Greenblatt’s expense, including reasonable attorney’s fees and disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any and all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity, otherwise available under the terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations.

(G) The provisions of this Section 4 shall survive the termination of Greenblatt’s employment.

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5. Disability :

(A) If Greenblatt becomes permanently disabled (as defined herein) during the period of his employment, the Company may terminate his employment on not less than three (3) months’ prior notice, but the Company shall nevertheless pay Greenblatt his compensation, as then in effect, for the balance of his Term of Employment.

(B) Greenblatt shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a period of ninety (90) days during which Greenblatt is continuously unable, as a result of any physical or mental ailment, to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the Company’s request, examined by New York University Medical Center, New York, New York, or any successor organization, or by any other Hospital in the City of New York of comparable stature, mutually agreed upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of its Medical Examiners, Greenblatt’s health is such that, for a period of ninety (90) days or more from that date, Greenblatt is and probably will be incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, his major duties and responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such question, such certificate may be obtained from a majority of a Board of three (3) licensed physicians, members of the American Medical Association (New York City Division), one (1) to be chosen by Greenblatt or on his behalf, one (1) by the Company, and the third (3 ^rd ) by the other two (2), if they can agree thereon, otherwise by the then President of the New York State Medical Association. The certificate of two (2) of the said physicians shall be final and binding upon both parties hereto.

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6. Assignability of This Agreement :

This Agreement is personal and shall not be assignable by Greenblatt, and its terms, covenants and conditions shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

7. Interpretation of This Agreement :

The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the meaning thereof.

Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural.

This Agreement may be executed in one or more counterparts each of which shall be deemed an original.

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8. Notices :

If to the Company:	at 9 Bond Street
	Brooklyn, NY 11201

If to Greenblatt:	at 1539 Tyler Avenue
	East Meadow, NY 11554

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by its Secretary and its corporate seal affixed hereunto, and Greenblatt has affixed his hand and seal as of the date first above written.

		J.W. Mays, Inc.


	By:	/s/ Lloyd J. Shulman
		Lloyd J. Shulman, President

(SEAL)

ATTEST:

/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary		/s/ Mark Greenblatt
		Mark Greenblatt

-41-

Exhibit 10c

EMPLOYMENT AGREEMENT

AGREEMENT made on the 22nd day of March, 2017, which further modifies and extends the Employment Agreement originally made as of the 1 ^st day of August, 2008, which expired on July 31, 2011, as modified and extended by the Employment Agreement made as of the 1 ^st day of August, 2011, which expired on July 31, 2014, as modified and extended by the Employment Agreement made as of the 1 ^st day of August, 2014, which is expiring on July 31, 2017, between J.W. Mays, Inc., a New York corporation with offices and principal place of business located at 9 Bond Street, Brooklyn, New York 11201 (hereinafter called the “Company”), and Ward N. Lyke, Jr. (hereinafter called “Lyke” or “Employee”)

WHEREAS, Lyke has rendered distinguished and dedicated service to the Company for many years, currently serves as a Vice President and Assistant Treasurer and his services have continuing value to the Company; and

WHEREAS, the Company desires to assure continuity of the services of Lyke as a Vice President and Assistant Treasurer by means of an Employment Agreement and Lyke is willing to enter into such Agreement upon the terms and conditions hereinafter set forth. and

WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the continued successful operation of the Company’s business.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Nature of Services and Duties :

(A) The Company hereby employs Lyke and Lyke accepts employment as a Vice President and Assistant Treasurer of the Company.

-42-

(B) Lyke shall devote his best efforts and substantially all of his business time to advance the interests of the Company, subject to the control of the Board of Directors, and subject to and bound by all personnel and corporate policies and procedures applicable to employees of the Company. At all times he shall be furnished office accommodations adequate for the performance of his duties and compatible with his position as a Vice President and Assistant Treasurer of the Company.

2. Term of Employment :

(A) Lyke’s employment hereunder shall commence as of August 1, 2017 and shall end at the close of business on July 31, 2020, subject to earlier termination as provided in this Agreement in the event of Lyke’s retirement or permanent disability (the “Term of Employment”). Leave of absence for any period of time authorized by the Board of Directors of the Company shall not be deemed an interruption, cessation or termination of the terms of Lyke’s employment.

(B) Lyke may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice to the Company.

3. Compensation :

(A) The Company agrees to compensate Lyke for his services, and Lyke agrees to accept as compensation for his services, during the period of his employment hereunder or any renewal thereof, the sum of not less than Two Hundred Twenty Eight Thousand and 00/100 ($228,000.00) Dollars per annum, payable in equal monthly or other installments in accordance with the general practice of the Company with respect to Senior Executives. Lyke shall be entitled to such increases and additional payments as may be determined from time to time by the Board of Directors in its discretion.

-43-

(C) The Company shall reimburse Lyke upon submission of vouchers by him, for all out-of-pocket expenses for entertainment, travel, meals, hotel accommodations and the like, incurred by him in the interest of the business of the Company.

(D) The Company shall have the right, at its option, to allocate payment of Lyke’s compensation or expenses, or any part thereof, among its subsidiaries or divisions, if any, to the extent applicable as its Board of Directors may from time to time direct.

4. Restrictive Covenant :

(A) Lyke acknowledges that: (i) due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and (ii) Lyke’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

-44-

(B) Lyke shall not at any time, either during or after his employment, directly or indirectly, divulge, disclose or communicate to any person or entity, any non-public information affecting or relating to the business of the Company (the “Confidential Information”), including without limitation the names and addresses of its tenants, sub-tenants and prospective or potential tenants, marketing information, information regarding the nature and extent of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration dates, rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its plans, its financial arrangements or condition, its policies and procedures, or contracts and other relationships with and information regarding other individuals or entities, including, but not limited to employees and independent contractors, regardless of whether any or all of the foregoing matters would be deemed confidential material or important, the parties stipulating that as between them such information is confidential, important and gravely affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section is a material breach of this Agreement. Upon Lyke’s termination of employment, he shall immediately deliver to the Company all of the Company’s Confidential Information and shall not retain in any copies of the Company’s Confidential Information without the express prior written consent of the Company.

1. Except under and pursuant to this Agreement, or as otherwise consented to in writing by the Company from time to time, during the Term of Employment, Lyke shall not at any time or place whatsoever, either directly or indirectly, engage or be interested as owner, stockholder, partner, member director, officer, employee, independent contractor or otherwise, (either with or without compensation), in any person, business or entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall not be construed to prohibit investment by Lyke in publicly traded securities.

-45-

2. During the twenty-four (24) month period immediately following the termination of Lyke’s employment, without regard to the reason for such termination, Lyke shall not directly or indirectly, whether on Lyke’s own account or as an employee, partner, member, manager, officer or director of, or consultant or independent contractor to, or holder of more than five (5%) percent of the equity interest in any other entity, within a fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:

(a) enter into or engage in any business which is competitive with the Company’s Business.

-46-

(E) Lyke hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the Company shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining Lyke from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, the Company shall be entitled to a temporary restraining order and a preliminary injunction, all at Lyke’s expense, including reasonable attorney’s fees and disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any and all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity, otherwise available under the terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations.

(G) The provisions of this Section 4 shall survive the termination of Lyke’s employment.

-47-

5. Disability :

(A) If Lyke becomes permanently disabled (as defined herein) during the period of his employment, the Company may terminate his employment on not less than three (3) months’ prior notice, but the Company shall nevertheless pay Lyke his compensation, as then in effect, for the balance of his Term of Employment.

(B) Lyke shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a period of ninety (90) days during which Lyke is continuously unable, as a result of any physical or mental ailment, to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the Company’s request, examined by New York University Medical Center, New York, New York, or any successor organization, or by any other Hospital in the City of New York of comparable stature, mutually agreed upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of its Medical Examiners, Lyke’s health is such that, for a period of ninety (90) days or more from that date, Lyke is and probably will be incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, his major duties and responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such question, such certificate may be obtained from a majority of a Board of three (3) licensed physicians, members of the American Medical Association (New York City Division), one (1) to be chosen by Lyke or on his behalf, one (1) by the Company, and the third (3 ^rd ) by the other two (2), if they can agree thereon, otherwise by the then President of the New York State Medical Association. The certificate of two (2) of the said physicians shall be final and binding upon both parties hereto.

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6. Assignability of This Agreement :

This Agreement is personal and shall not be assignable by Lyke and its terms, covenants and conditions shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

7. Interpretation of This Agreement :

The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the meaning thereof.

Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural.

This Agreement may be executed in one or more counterparts each of which shall be deemed an original.

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8. Notices :

If to the Company:	at 9 Bond Street
	Brooklyn, NY 11201

If to Lyke:	at 41 Horsepound Road
	Carmel, New York 10512

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by its Secretary and its corporate seal affixed hereunto, and Lyke has affixed his hand and seal as of the date first above written.

      J.W. Mays, Inc.



By:      /s/ Lloyd J. Shulman

Lloyd J. Shulman, President

(SEAL)



ATTEST:

/s/ Salvatore Cappuzzo

Salvatore Cappuzzo, Secretary /s/ Ward N. Lyke, Jr.

Ward N. Lyke, Jr.

-50-

Exhibit 10d

EMPLOYMENT AGREEMENT

AGREEMENT made on the 22nd day of March, 2017, which further modifies and extends the Employment Agreement originally made as of the 1 ^st day of August, 2008, which expired on July 31, 2011, as modified and extended by the Employment Agreement made as of the 1 ^st day of August, 2011, which expired on July 31, 2014, as modified and extended by the Employment Agreement made as of the 1 ^st day of August, 2014, which is expiring on July 31, 2017, between J.W. Mays, Inc., a New York corporation with offices and principal place of business located at 9 Bond Street, Brooklyn, New York 11201 (hereinafter called the “Company”), and George Silva (hereinafter called “Silva” or “Employee”)

WHEREAS, Silva has rendered distinguished and dedicated service to the Company for many years, currently serves as a Vice President and his services have continuing value to the Company; and

WHEREAS, the Company desires to assure continuity of the services of Silva as a Vice President by means of an Employment Agreement and Silva is willing to enter into such Agreement upon the terms and conditions hereinafter set forth. and

WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the continued successful operation of the Company’s business.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Nature of Services and Duties :

(A) The Company hereby employs Silva and Silva accepts employment as a Vice President of the Company.

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(B) Silva shall devote his best efforts and substantially all of his business time to advance the interests of the Company, subject to the control of the Board of Directors, and subject to and bound by all personnel and corporate policies and procedures applicable to employees of the Company. At all times he shall be furnished office accommodations adequate for the performance of his duties and compatible with his position as a Vice President of the Company.

2. Term of Employment :

(A) Silva’s employment hereunder shall commence as of August 1, 2017 and shall end at the close of business on July 31, 2020, subject to earlier termination as provided in this Agreement in the event of Silva’s retirement or permanent disability (the “Term of Employment”). Leave of absence for any period of time authorized by the Board of Directors of the Company shall not be deemed an interruption, cessation or termination of the terms of Silva’s employment.

(B) Silva may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice to the Company.

3. Compensation :

(A) The Company agrees to compensate Silva for his services, and Silva agrees to accept as compensation for his services, during the period of his employment hereunder or any renewal thereof, the sum of not less than Two Hundred Fifty Four Thousand and 00/100 ($254,000.00) Dollars per annum, payable in equal monthly or other installments in accordance with the general practice of the Company with respect to Senior Executives. Silva shall be entitled to such increases and additional payments as may be determined from time to time by the Board of Directors in its discretion.

-52-

(C) The Company shall reimburse Silva upon submission of vouchers by him, for all out-of-pocket expenses for entertainment, travel, meals, hotel accommodations and the like, incurred by him in the interest of the business of the Company.

(D) The Company shall have the right, at its option, to allocate payment of Silva’s compensation or expenses, or any part thereof, among its subsidiaries or divisions, if any, to the extent applicable as its Board of Directors may from time to time direct.

4. Restrictive Covenant :

(A) Silva acknowledges that: (i) due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and (ii) Silva’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

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(B) Silva shall not at any time, either during or after his employment, directly or indirectly, divulge, disclose or communicate to any person or entity, any non-public information affecting or relating to the business of the Company (the “Confidential Information”), including without limitation the names and addresses of its tenants, sub-tenants and prospective or potential tenants, marketing information, information regarding the nature and extent of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration dates, rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its plans, its financial arrangements or condition, its policies and procedures, or contracts and other relationships with and information regarding other individuals or entities, including, but not limited to employees and independent contractors, regardless of whether any or all of the foregoing matters would be deemed confidential material or important, the parties stipulating that as between them such information is confidential, important and gravely affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section is a material breach of this Agreement. Upon Silva’s termination of employment, he shall immediately deliver to the Company all of the Company’s Confidential Information and shall not retain in any copies of the Company’s Confidential Information without the express prior written consent of the Company.

1. Except under and pursuant to this Agreement, or as otherwise consented to in writing by the Company from time to time, during the Term of Employment, Silva shall not at any time or place whatsoever, either directly or indirectly, engage or be interested as owner, stockholder, partner, member director, officer, employee, independent contractor or otherwise, (either with or without compensation), in any person, business or entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall not be construed to prohibit investment by Silva in publicly traded securities.

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2. During the twenty-four (24) month period immediately following the termination of Silva’s employment, without regard to the reason for such termination, Silva shall not directly or indirectly, whether on Silva’s own account or as an employee, partner, member, manager, officer or director of, or consultant or independent contractor to, or holder of more than five (5%) percent of the equity interest in any other entity, within a fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:

(a) enter into or engage in any business which is competitive with the Company’s Business.

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(E) Silva hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the Company shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining Silva from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, the Company shall be entitled to a temporary restraining order and a preliminary injunction, all at Silva’s expense, including reasonable attorney’s fees and disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any and all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity, otherwise available under the terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations.

(G) The provisions of this Section 4 shall survive the termination of Silva’s employment.

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5. Disability :

(A) If Silva becomes permanently disabled (as defined herein) during the period of his employment, the Company may terminate his employment on not less than three (3) months’ prior notice, but the Company shall nevertheless pay Silva his compensation, as then in effect, for the balance of his Term of Employment.

(B) Silva shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a period of ninety (90) days during which Silva is continuously unable, as a result of any physical or mental ailment, to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the Company’s request, examined by New York University Medical Center, New York, New York, or any successor organization, or by any other Hospital in the City of New York of comparable stature, mutually agreed upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of its Medical Examiners, Silva’s health is such that, for a period of ninety (90) days or more from that date, Silva is and probably will be incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, his major duties and responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such question, such certificate may be obtained from a majority of a Board of three (3) licensed physicians, members of the American Medical Association (New York City Division), one (1) to be chosen by Silva or on his behalf, one (1) by the Company, and the third (3 ^rd ) by the other two (2), if they can agree thereon, otherwise by the then President of the New York State Medical Association. The certificate of two (2) of the said physicians shall be final and binding upon both parties hereto.

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6. Assignability of This Agreement :

This Agreement is personal and shall not be assignable by Silva and its terms, covenants and conditions shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

7. Interpretation of This Agreement :

The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the meaning thereof.

Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural.

This Agreement may be executed in one or more counterparts each of which shall be deemed an original.

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8. Notices :

If to the Company:	at 9 Bond Street
	Brooklyn, NY 11201

If to Silva:	at 115 Pearsall Avenue
	Lynbrook, NY 11563

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by its Secretary and its corporate seal affixed hereunto, and Silva has affixed his hand and seal as of the date first above written.

		J.W. Mays, Inc.


	By:	/s/ Lloyd J. Shulman
		Lloyd J. Shulman, President

(SEAL)

ATTEST:

/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary		/s/ George Silva
		George Silva

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EXHIBIT 31.1

CERTIFICATION

I, Lloyd J. Shulman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of J.W. Mays, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	June 8, 2017

		/s/ Lloyd J. Shulman
		Lloyd J. Shulman
		President
		Chief Executive Officer

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EXHIBIT 31.2

CERTIFICATION

I, Mark S. Greenblatt, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of J.W. Mays, Inc.;

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	June 8, 2017

		/s/ Mark S. Greenblatt
		Mark S. Greenblatt
		Vice President
		Chief Financial Officer

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EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of J.W. Mays, Inc. (the "Company") on Form 10-Q for the period ended April 30, 2017 as filed with the United States Securities and Exchange Commission (the "Report"), we, Lloyd J. Shulman and Mark S. Greenblatt, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	June 8, 2017

		/s/ Lloyd J. Shulman
		Lloyd J. Shulman
		Chief Executive Officer


		/s/ Mark S. Greenblatt
		Mark S. Greenblatt
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to J.W. Mays, Inc. and will be retained by J.W. Mays, Inc. and furnished to the United States Securities and Exchange Commission or its staff upon request.

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●	changes in the rate of economic growth in the United States;
●	the ability to obtain credit from financial institutions and the related costs;
●	changes in the financial condition of our customers;
●	changes in regulatory environment;
●	lease cancellations;
●	changes in our estimates of costs;
●	war and/or terrorist attacks on facilities where services are or may be provided;
●	outcomes of pending and future litigation;
●	increasing competition by other companies;
●	compliance with our loan covenants;
●	recoverability of claims against our customers and others by us and claims by third parties against us; and
●	changes in estimates used in our critical accounting policies.