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:





Critical accounting policies are defined as those most important to the
portrayal of a company's financial condition and results and require the most
difficult, subjective, or complex judgments. The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires us to make estimates and judgments that affect
the reported amounts of assets and liabilities at the date of the financial
statements, the reported amount of revenues, and expenses during the reporting
period and related disclosure of contingent assets and liabilities. We believe
the critical accounting policies in Note 1 affect our more significant judgments
and estimates used in the preparation of our financial statements. Estimates are
based on historical experience, where applicable or other assumptions that
management believes are reasonable under the circumstances. We have identified
the policies described below as our critical accounting policies. Actual results
may differ from these estimates under different assumptions and conditions.
Recently adopted accounting standards are also disclosed in Note 1.



Results of Operations:




In the three months ended October 31, 2022, the Company reported net income of
$59,517, or $.03 per share. In the comparable three months ended October 31,
2021, the Company reported net loss of $(390,750), or $(.19) per share. The
change in the 2022 three months was primarily due to an increase in rental
income from new tenants and a decrease in bad debt expense; partially offset by
decreases in the fair value of marketable securities.



Revenues in the current three months increased to $5,769,734 from $5,079,547 in
the comparable 2021 three months primarily due to rental income from six new
tenants and increased rents from existing tenants.

Real estate operating expenses in the current three months increased to $3,785,421 from $3,630,122 in the comparable 2021 three months primarily due to increases in real estate taxes, amortization expense of deferred charges of brokerage fees for new tenants, insurance and payroll costs.





Administrative and general expenses in the current three months decreased to
$1,250,231 from $1,404,112 in the comparable 2021 three months primarily due to
a decrease in bad debt expense; partially offset by increases in payroll costs
and state capital-based franchise taxes.

Depreciation expense in the current three months decreased slightly to $418,496 from $451,270 in the comparable 2021 three months.





Interest expense and investment losses in the current year aggregated $(241,069)
compared to $(126,793) in the comparable 2021 three months, primarily due to
decreases in the fair value of marketable securities; partially offset by a
decrease in interest expense.

Liquidity and Capital Resources:





In August 2022, the Company leased 58,832 square feet at the Company's Fishkill,
New York building for use as storage space for six months expiring February
2023. Total rent of $576,259 was prepaid at lease commencement and is being
amortized as revenue over the entire term of the lease. Brokerage commissions
were $27,084.

In August 2022, a tenant notified the Company of its intention to extend its leases for one year through September 30, 2023 as follows:

(1) 25,423 square feet at the Company's 9 Bond Street Building in Brooklyn, New


     York

(2) 38,109 square feet at the Company's Jamaica, New York property






                                      -15-

  Index



In September 2022, a tenant who occupies 10,000 square feet at the Company's
Levittown, New York property exercised its option to renew the lease for another
five-year term through May 4, 2028.



On October 4, 2022, a tenant who occupies 1,140 square feet of retail space at
the Company's Nine Bond Street building in Brooklyn, New York agreed to
terminate their lease effective October 31, 2022. The loss in rental income will
approximate $70,000 per annum.

Effective November 1 2022, a tenant who occupies 10,000 square feet at the Company's Jowein building in Brooklyn, New York agreed to terminate their lease. The loss in rental income will approximate $120,000 per annum.

Cash Flows From Operating Activities:

Accounts Payable and Accrued Expenses: The Company had a balance due on October 31, 2022 for brokerage commissions of $533,652.

Cash Flows From Investing Activities:

During the three months ended October 31, 2022, the Company had expenditures at its Fishkill, New York building of:

(1) $346,771 for canopy work. The total cost was $1,498,410 and was completed in

October 2022.

(2) $153,545 for elevator modernization. The total cost is $892,000 and is


    anticipated to be completed in May 2023.

During the three months ended October 31, 2022, the Company also had expenditures of $147,799 for facade restoration at its 9 Bond Street building in Brooklyn, New York.

Related Party Transactions:





The Company has two operating leases with Weinstein Enterprises, Inc.
("Landlord"), an affiliated company, principally owned by the Chairman of the
Board of Directors of both the Company and Landlord. One lease is for building,
improvements, and land located at Jamaica Avenue at 169th Street, Jamaica, New
York. Another lease is for Premises located at 504-506 Fulton Street, Brooklyn,
New York.

In July 2022, the Company entered into lease agreements with Landlord as follows:

(1) Jamaica Avenue at 169th Street, Jamaica, New York - Giving the Company four

five-year option periods to extend its lease beyond the current expiration

date of May 31, 2030 for a total of twenty years through May 31, 2050. As of

October 31, 2022, it is not reasonably certain such options to extend the

lease will be exercised by the Company.

(2) 504-506 Fulton Street, Brooklyn, New York - Modification of the lease


     agreement to increase monthly lease payments from $30,188 per month to
     $34,716 per month commencing on May 1, 2026 through April 30, 2031.




Rent payments and expense relating to these two operating leases with Landlord
follow:



                                      Rent Payments               Rent Expense
                                   Three Months Ended          Three Months Ended
                                       October 31                  October 31
Property                           2022          2021          2022          2021
Jamaica Avenue at 169th Street   $ 156,249     $ 156,249     $ 379,359     $ 379,359
504-506 Fulton Street               90,564        90,564        95,299        87,609
Total                            $ 246,813     $ 246,813     $ 474,658     $ 466,968




The following summarizes assets and liabilities related to these two leases:



                                          Right-Of-Use
                                             Assets                         Liabilities
                                   October 31        July 31        October 31        July 31
Property                              2022             2022            2022            2022         Expiration Date
Jamaica Avenue at 169th Street    $ 11,089,961     $ 11,442,093     $ 4,322,315     $ 4,451,338        May 31, 2030
504-506 Fulton Street                2,621,785        2,683,787       2,732,444       2,789,709       April 30, 2031
Total                             $ 13,711,746     $ 14,125,880     $ 7,054,759     $ 7,241,047




Upon termination of the Jamaica, New York lease, currently in 2030, all premises
included in operating lease right-of-use assets plus leasehold improvements will
be turned over to the Landlord.



                                      -16-

  Index

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, terrorist attacks, or civil unrest effecting 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;

? changes in estimates used in our critical accounting policies; and

? pandemics such as COVID-19.






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.

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