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:


Three months ended January 31, 2023 compared to the three months ended January 31, 2022:


In the three months ended January 31, 2023, the Company reported net income of
$44,738, or $.02 per share. In the comparable three months ended January 31,
2022, the Company reported net loss of $(195,830), or $(.10) per share. The
change in the 2023 three months was primarily due to an increase in rental
income from several new tenants combined with increased rents from existing
tenants, a decrease in bad debt expense, and increases in the fair value of
marketable securities; partially offset by increases in real estate taxes,
building maintenance costs, and state capital-based franchise taxes.



Revenues in the current three months increased to $5,837,819 from $5,328,349 in
the comparable 2022 three months primarily due to rental income from several new
tenants, and increased rents from existing tenants.



Real estate operating expenses in the current three months increased to $3,958,144 from $3,670,065 in the comparable 2022 three months primarily due to increases in real estate taxes and building maintenance costs.





Administrative and general expenses in the current three months decreased to
$1,406,855 from $1,417,412 in the comparable 2022 three months primarily due to
decreases in bad debt expense and legal and professional fees; partially offset
by increases in payroll costs and state capital-based franchise taxes.



Depreciation expense in the current three months decreased to $422,815 from $452,412 in the comparable 2022 three months.


Investment income exceeded interest expense in the current three months by
$9,733. In the comparable 2022 three months period, interest expense exceeded
investment income by $(63,290). The improvement in the 2023 three months was
primarily due to increases in the fair value of marketable securities resulting
in unrealized gains in the current period. The prior year comparative period had
unrealized losses.



                                      -15-

  Index


Six months ended January 31, 2023 compared to the six months ended January 31, 2022:





In the six months ended January 31, 2023, the Company reported net income of
$104,255, or $.05 per share. In the comparable six months ended January 31,
2022, the Company reported net loss of $(586,580), or $(.29) per share. The
change in the 2023 six months was primarily due to an increase in rental income
from several new tenants combined with increased rents from existing tenants, a
decrease in bad debt expense, and increases in the fair value of marketable
securities; partially offset by increases in real estate taxes, building
maintenance costs, and state capital-based franchise taxes.



Revenues in the current six months increased to $11,607,553 from $10,407,896 in
the comparable 2022 six months primarily due to rental income from several new
tenants, and increased rents from existing tenants.



Real estate operating expenses in the current six months increased to $7,743,565
from $7,300,187 in the comparable 2022 six months primarily due to increases in
real estate taxes and building maintenance costs.



Administrative and general expenses in the current six months decreased to
$2,657,086 from $2,821,524 in the comparable 2022 six months primarily due to
decreases in bad debt expense and legal and professional fees; partially offset
by increases in payroll costs and state capital-based franchise taxes.



Depreciation expense in the current six months decreased to $841,311 from $903,682 in the comparable 2022 six months.

Interest expense and investment losses in the current year aggregated $(231,336) compared to $(190,083) in the comparable 2022 six months, primarily due to decreases in dividend and interest income; partially offset by decreases in unrealized loss on marketable securities and 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 which expired in
February 2023. Total rent of $576,259 was prepaid at lease commencement and
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






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.


In December 2022, a tenant who occupies 5,167 square feet at the Company's Nine
Bond Street building in Brooklyn, New York agreed to terminate their lease. The
loss in rental income will approximate $204,000 per annum.



As of February 24, 2023, a tenant who occupies 46,421 square feet at the Company's Nine Bond Street building in Brooklyn, New York has expressed its intent to terminate their lease effective March 31, 2023. The loss in rental income will be approximately $1,000,000 per annum.





                                      -16-

  Index


Cash Flows From Operating Activities:

Accounts Payable and Accrued Expenses: The Company had a balance due on January 31, 2023 for brokerage commissions of $278,402.

Cash Flows From Investing Activities:

During the six months ended January 31, 2023, 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 six months ended January 31, 2023, the Company completed facade restoration at its 9 Bond Street building in Brooklyn, New York for a total cost of $321,013.





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

January 31, 2023, 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 Payments               Rent Expense                Rent Expense
               Three Months Ended           Six Months Ended           Three Months Ended           Six Months Ended
                   January 31                  January 31                  January 31                  January 31
Property       2023          2022          2023          2022          2023          2022          2023          2022
Jamaica
Avenue at
169th
Street       $ 156,250     $ 156,250     $ 312,500     $ 312,500     $ 379,359     $ 379,359     $ 758,719     $ 758,719
504-506
Fulton
Street          90,564        90,564       181,128       181,128        95,299        87,609       190,597       175,219
Total        $ 246,814     $ 246,814     $ 493,628     $ 493,628     $ 474,658     $ 466,968     $ 949,316     $ 933,938




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



                                         Right-Of-Use
                                            Assets                         Liabilities
                                  January 31        July 31        January 31        July 31
Property                             2023             2022            2023            2022         Expiration Date
Jamaica Avenue at 169th Street   $ 10,737,020     $ 11,442,093     $ 4,192,484     $ 4,451,338      May 31, 2030
504-506 Fulton Street               2,559,085        2,683,787       2,674,480       2,789,709     April 30, 2031
Total                            $ 13,296,105     $ 14,125,880     $ 6,866,964     $ 7,241,047




                                      -17-

  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 and the ongoing effects of 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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