UNITED
STATES
|
|||
SECURITIES
AND EXCHANGE COMMISSION
|
|||
Washington,
D.C. 20549
|
|||
FORM
10-Q
|
|||
(Mark
One)
|
|||
[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
||
SECURITIES
EXCHANGE ACT OF 1934
|
|||
For
the quarterly period ended June 30, 2008
|
|||
or
|
|||
[ ]
|
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: 0-19989
|
|||
Stratus
Properties Inc.
|
|||
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
72-1211572
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
98
San Jacinto Blvd., Suite 220
|
|
Austin,
Texas
|
78701
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(512)
478-5788
|
|
(Registrant's
telephone number, including area code)
|
|
STRATUS
PROPERTIES INC.
|
|
Page
|
|
2
|
|
2
|
|
3
|
|
4
|
|
5
|
|
11
|
|
12
|
|
21
|
|
21
|
|
21
|
|
21
|
|
22
|
|
22
|
|
E-1
|
|
June
30,
|
December
31,
|
|||||
2008
|
2007
|
|||||
ASSETS
|
||||||
Current
assets:
|
||||||
Cash
and cash equivalents
|
$
|
34,693
|
$
|
40,873
|
||
Restricted
cash
|
6
|
112
|
||||
Accounts
receivable
|
1,306
|
2,315
|
||||
Notes
receivable from property sales
|
186
|
311
|
||||
Deposits,
prepaid expenses and other
|
6,393
|
79
|
||||
Deferred
tax asset
|
557
|
1,401
|
||||
Total
current assets
|
43,141
|
45,091
|
||||
Real
estate, commercial leasing assets and facilities, net:
|
||||||
Property
held for sale – developed or under development
|
139,238
|
129,759
|
||||
Property
held for sale – undeveloped
|
16,878
|
16,523
|
||||
Property
held for use, net
|
24,931
|
24,421
|
||||
Investment
in unconsolidated affiliate
|
2,004
|
4,226
|
||||
Deferred
tax asset
|
7,054
|
5,534
|
||||
Other
assets
|
5,736
|
2,803
|
||||
Total
assets
|
$
|
238,982
|
$
|
228,357
|
||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||
Current
liabilities:
|
||||||
Accounts
payable and accrued liabilities
|
$
|
5,858
|
$
|
6,324
|
||
Accrued
interest, property taxes and other
|
5,709
|
5,623
|
||||
Current
portion of long-term debt
|
271
|
242
|
||||
Total
current liabilities
|
11,838
|
12,189
|
||||
Long-term
debt
|
63,142
|
61,258
|
||||
Other
liabilities
|
1,859
|
2,510
|
||||
Total
liabilities
|
76,839
|
75,957
|
||||
Minority
interest in consolidated subsidiary
|
10,614
|
-
|
||||
Stockholders’
equity:
|
||||||
Preferred
stock
|
-
|
-
|
||||
Common
stock
|
82
|
81
|
||||
Capital
in excess of par value of common stock
|
197,234
|
195,898
|
||||
Accumulated
deficit
|
(30,484
|
)
|
(29,300
|
)
|
||
Common
stock held in treasury
|
(15,303
|
)
|
(14,279
|
)
|
||
Total
stockholders’ equity
|
151,529
|
152,400
|
||||
Total
liabilities and stockholders’ equity
|
$
|
238,982
|
$
|
228,357
|
||
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
June
30,
|
June
30,
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||
Revenues:
|
||||||||||||
Real
estate
|
$
|
2,399
|
$
|
5,317
|
$
|
6,303
|
$
|
9,743
|
||||
Rental
income
|
1,169
|
711
|
2,120
|
1,381
|
||||||||
Commissions,
management fees and other
|
655
|
760
|
867
|
981
|
||||||||
Total
revenues
|
4,223
|
6,788
|
9,290
|
12,105
|
||||||||
Cost
of sales:
|
||||||||||||
Real
estate, net
|
2,652
|
3,406
|
5,870
|
4,989
|
||||||||
Rental
|
923
|
763
|
1,739
|
1,531
|
||||||||
Depreciation
|
394
|
206
|
777
|
483
|
||||||||
Total
cost of sales
|
3,969
|
4,375
|
8,386
|
7,003
|
||||||||
General
and administrative expenses
|
1,897
|
1,828
|
3,554
|
3,814
|
||||||||
Total
costs and expenses
|
5,866
|
6,203
|
11,940
|
10,817
|
||||||||
Operating
(loss) income
|
(1,643
|
)
|
585
|
(2,650
|
)
|
1,288
|
||||||
Interest
expense, net
|
(329
|
)
|
(10
|
)
|
(659
|
)
|
(13
|
)
|
||||
Interest
income
|
154
|
31
|
1,103
|
535
|
||||||||
Equity
in unconsolidated affiliate’s income
|
222
|
-
|
778
|
-
|
||||||||
(Loss)
income from continuing operations
|
||||||||||||
before
income taxes and minority interest
|
(1,596
|
)
|
606
|
(1,428
|
)
|
1,810
|
||||||
Benefit
from (provision for) income taxes
|
364
|
(189
|
)
|
285
|
(631
|
)
|
||||||
Minority
interest in net loss of consolidated subsidiary
|
64
|
-
|
64
|
-
|
||||||||
(Loss)
income from continuing operations
|
(1,168
|
)
|
417
|
(1,079
|
)
|
1,179
|
||||||
Loss
from discontinued operations
|
(105
|
)
|
(176
|
)
|
(105
|
)
|
(200
|
)
|
||||
Net
(loss) income
|
$
|
(1,273
|
)
|
$
|
241
|
$
|
(1,184
|
)
|
$
|
979
|
||
Basic
net (loss) income per share of common stock:
|
||||||||||||
Continuing
operations
|
$
|
(0.16
|
)
|
$
|
0.05
|
$
|
(0.15
|
)
|
$
|
0.16
|
||
Discontinued
operations
|
(0.01
|
)
|
(0.02
|
)
|
(0.01
|
)
|
(0.03
|
)
|
||||
Basic
net (loss) income per share of common stock
|
$
|
(0.17
|
)
|
$
|
0.03
|
$
|
(0.16
|
)
|
$
|
0.13
|
||
Diluted
net (loss) income per share of common stock:
|
||||||||||||
Continuing
operations
|
$
|
(0.16
|
)
|
$
|
0.05
|
$
|
(0.15
|
)
|
$
|
0.15
|
||
Discontinued
operations
|
(0.01
|
)
|
(0.02
|
)
|
(0.01
|
)
|
(0.02
|
)
|
||||
Diluted
net (loss) income per share of common stock
|
$
|
(0.17
|
)
|
$
|
0.03
|
$
|
(0.16
|
)
|
$
|
0.13
|
||
Weighted
average shares of common stock outstanding:
|
||||||||||||
Basic
|
7,631
|
7,568
|
7,599
|
7,559
|
||||||||
Diluted
|
7,631
|
7,690
|
7,599
|
7,680
|
||||||||
Six
Months Ended
|
||||||
June
30,
|
||||||
2008
|
2007
|
|||||
Cash
flow from operating activities:
|
||||||
Net
(loss) income
|
$
|
(1,184
|
)
|
$
|
979
|
|
Adjustments
to reconcile net (loss) income to net cash (used in)
|
||||||
provided
by operating activities:
|
||||||
Loss
from discontinued operations
|
105
|
200
|
||||
Depreciation
|
777
|
483
|
||||
Minority
interest in net loss of consolidated subsidiary
|
(64
|
)
|
-
|
|||
Cost
of real estate sold
|
4,634
|
5,358
|
||||
Deferred
income taxes
|
(676
|
)
|
(157
|
)
|
||
Stock-based
compensation
|
483
|
759
|
||||
Equity
in unconsolidated affiliate’s income
|
(778
|
)
|
-
|
|||
Distribution
of unconsolidated affiliate’s income
|
1,266
|
-
|
||||
Deposits
|
(1,148
|
)
|
(2,922
|
)
|
||
Other
|
(361
|
)
|
(10
|
)
|
||
(Increase)
decrease in working capital:
|
||||||
Accounts
receivable, prepaid expenses and other
|
(5,764
|
)
|
(276
|
)
|
||
Accounts
payable, accrued liabilities and other
|
335
|
1,314
|
||||
Net
cash (used in) provided by continuing operations
|
(2,375
|
)
|
5,728
|
|||
Net
cash used in discontinued operations
|
-
|
(93
|
)
|
|||
Net
cash (used in) provided by operating activities
|
(2,375
|
)
|
5,635
|
|||
Cash
flow from investing activities:
|
||||||
Purchases
and development of real estate properties
|
(19,065
|
)
|
(17,143
|
)
|
||
Development
of commercial leasing properties and other expenditures
|
(352
|
)
|
(216
|
)
|
||
Municipal
utility district reimbursements
|
3,753
|
2,557
|
||||
Return
of investment in unconsolidated affiliate
|
2,374
|
-
|
||||
Net
cash used in continuing operations
|
(13,290
|
)
|
(14,802
|
)
|
||
Net
cash used in discontinued operations
|
-
|
(118
|
)
|
|||
Net
cash used in investing activities
|
(13,290
|
)
|
(14,920
|
)
|
||
Cash
flow from financing activities:
|
||||||
Borrowings
from revolving credit facility
|
-
|
15,450
|
||||
Payments
on revolving credit facility
|
-
|
(18,450
|
)
|
|||
Borrowings
from construction loan
|
2,022
|
-
|
||||
Repayments
on Lantana promissory note
|
(109
|
)
|
-
|
|||
Borrowings
from unsecured term loans
|
-
|
15,000
|
||||
Minority
interest contributions
|
10,678
|
-
|
||||
Net
payments for exercised stock options
|
(114
|
)
|
(35
|
)
|
||
Excess
tax benefit from exercised stock options
|
281
|
655
|
||||
Purchases
of Stratus common shares
|
(428
|
)
|
(153
|
)
|
||
Financing costs | (2,845 | ) | (284 | ) | ||
Net
cash provided by continuing operations
|
9,485
|
12,183
|
||||
Net
cash used in discontinued operations
|
-
|
(154
|
)
|
|||
Net
cash provided by financing activities
|
9,485
|
12,029
|
||||
Net
(decrease) increase in cash and cash equivalents
|
(6,180
|
)
|
2,744
|
|||
Cash
and cash equivalents at beginning of year
|
40,873
|
1,839
|
||||
Cash
and cash equivalents at end of period
|
34,693
|
4,583
|
||||
Less
cash at discontinued operations
|
-
|
(496
|
)
|
|||
Cash
and cash equivalents at end of period
|
$
|
34,693
|
$
|
4,087
|
||
1.
|
GENERAL
|
2.
|
EARNINGS
PER SHARE
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
June
30,
|
June
30,
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||
(Loss)
income from continuing operations
|
$
|
(1,168
|
)
|
$
|
417
|
$
|
(1,079
|
)
|
$
|
1,179
|
||
Loss
from discontinued operations
|
(105
|
)a
|
(176
|
)
|
(105
|
)a
|
(200
|
)
|
||||
Net
(loss) income
|
$
|
(1,273
|
)
|
$
|
241
|
$
|
(1,184
|
)
|
$
|
979
|
||
Weighted
average common shares outstanding
|
7,631
|
7,568
|
7,599
|
7,559
|
||||||||
Add: Dilutive
stock options
|
-
|
97
|
-
|
100
|
||||||||
Restricted
stock
|
-
|
25
|
-
|
21
|
||||||||
Weighted
average common shares outstanding for
|
||||||||||||
purposes
of calculating diluted net (loss) income
|
||||||||||||
per
share
|
7,631
|
7,690
|
7,599
|
7,680
|
||||||||
Diluted
net (loss) income per share of common stock:
|
||||||||||||
Continuing
operations
|
$
|
(0.16
|
)
|
$
|
0.05
|
$
|
(0.15
|
)
|
$
|
0.15
|
||
Discontinued
operations
|
(0.01
|
)a
|
(0.02
|
)
|
(0.01
|
)a
|
(0.02
|
)
|
||||
Diluted
net (loss) income per share of common stock
|
$
|
(0.17
|
)
|
$
|
0.03
|
$
|
(0.16
|
)
|
$
|
0.13
|
||
a.
|
Relates
to the revised amount of Texas Margin Tax accrued on Escarpment Village
income earned during 2007 (see Note
7).
|
3.
|
JOINT
VENTURE WITH CANYON-JOHNSON URBAN FUND II,
L.P.
|
4.
|
INVESTMENT
IN UNCONSOLIDATED AFFILIATE
|
Three
Months Ended
|
Six
Months Ended
|
|||
June
30, 2008
|
June
30, 2008
|
|||
Total
revenues
|
$
|
1,701
|
$
|
3,258
|
Net
income
|
$
|
443
|
$
|
1,555
|
5.
|
DEBT
OUTSTANDING
|
·
|
$40.0
million of borrowings outstanding under seven unsecured term loans,
including two $5.0 million loans, two $8.0 million loans, a $7.0 million
loan and two $3.5 million loans, all of which will mature in December
2011.
|
·
|
$21.4
million of borrowings outstanding under the Lantana Promissory Note, which
matures in January 2018.
|
·
|
$2.0
million of borrowings outstanding under the W Austin Hotel &
Residences project construction loan, which matures in September
2011.
|
6.
|
INTEREST
COST AND STOCK-BASED COMPENSATION
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
June
30,
|
June
30,
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||
Stock
options awarded to employees (including directors)
|
$
|
94
|
$
|
118
|
$
|
189
|
$
|
235
|
||||
Restricted
stock units
|
193
|
157
|
386
|
665
|
||||||||
Less
capitalized amounts
|
(46
|
)
|
(43
|
)
|
(92
|
)
|
(141
|
)
|
||||
Impact
on (loss) income from continuing operations
|
||||||||||||
before
income taxes
|
$
|
241
|
$
|
232
|
$
|
483
|
$
|
759
|
7.
|
DISCONTINUED
OPERATIONS
|
Three
Months Ended
|
Six
Months Ended
|
|||||
June
30, 2007
|
June
30, 2007
|
|||||
Rental
income
|
$
|
867
|
$
|
1,756
|
||
Rental
property costs
|
(552
|
)
|
(896
|
)
|
||
Depreciation
|
(264
|
)
|
(526
|
)
|
||
General
and administrative expenses
|
(18
|
)
|
(33
|
)
|
||
Interest
expensea
|
(329
|
)
|
(659
|
)
|
||
Interest
income
|
25
|
50
|
||||
Loss
before income taxes
|
(271
|
)
|
(308
|
)
|
||
Benefit
from income taxes
|
95
|
108
|
||||
Loss
from discontinued operations
|
$
|
(176
|
)
|
$
|
(200
|
)
|
a.
|
Relates
to interest expense from the Escarpment Village loan from TIAA and does
not include any additional allocations of
interest.
|
8.
|
BUSINESS
SEGMENTS
|
Real
Estate Operationsa
|
Commercial
Leasing
|
Other
|
Total
|
|||||||||
(In
Thousands)
|
||||||||||||
Three Months Ended
June 30, 2008
|
||||||||||||
Revenues
|
$
|
3,054
|
$
|
1,169
|
$
|
-
|
$
|
4,223
|
||||
Cost
of sales, excluding depreciation
|
(2,652
|
)
|
(923
|
)
|
-
|
(3,575
|
)
|
|||||
Depreciation
|
(48
|
)
|
(346
|
)
|
-
|
(394
|
)
|
|||||
General
and administrative expenses
|
(1,631
|
)
|
(266
|
)
|
-
|
(1,897
|
)
|
|||||
Operating
loss
|
$
|
(1,277
|
)
|
$
|
(366
|
)
|
$
|
-
|
$
|
(1,643
|
)
|
|
Loss
from discontinued operations
|
$
|
-
|
$
|
(105
|
)b
|
$
|
-
|
$
|
(105
|
)b
|
||
Benefit
from income taxes
|
$
|
364
|
$
|
-
|
$
|
-
|
$
|
364
|
||||
Capital
expenditures
|
$
|
10,765
|
$
|
79
|
$
|
-
|
$
|
10,844
|
||||
Total
assets
|
$
|
197,199
|
$
|
33,740
|
$
|
8,043
|
c
|
$
|
238,982
|
|||
Three Months Ended
June 30, 2007
|
||||||||||||
Revenues
|
$
|
6,077
|
$
|
711
|
$
|
-
|
$
|
6,788
|
||||
Cost
of sales, excluding depreciation
|
(3,406
|
)
|
(763
|
)
|
-
|
(4,169
|
)
|
|||||
Depreciation
|
(38
|
)
|
(168
|
)
|
-
|
(206
|
)
|
|||||
General
and administrative expenses
|
(1,587
|
)
|
(241
|
)
|
-
|
(1,828
|
)
|
|||||
Operating
income (loss)
|
$
|
1,046
|
$
|
(461
|
)
|
$
|
-
|
$
|
585
|
|||
Loss
from discontinued operations
|
$
|
-
|
$
|
(176
|
)
|
$
|
-
|
$
|
(176
|
)
|
||
Provision
for income taxes
|
$
|
(189
|
)
|
$
|
-
|
$
|
-
|
$
|
(189
|
)
|
||
Capital
expenditures
|
$
|
7,967
|
$
|
212
|
$
|
-
|
$
|
8,179
|
||||
Total
assets
|
$
|
145,473
|
$
|
61,768
|
d
|
$
|
8,795
|
c
|
$
|
216,036
|
||
Six Months Ended June
30, 2008
|
||||||||||||
Revenues
|
$
|
7,170
|
$
|
2,120
|
$
|
-
|
$
|
9,290
|
||||
Cost
of sales, excluding depreciation
|
(5,870
|
)
|
(1,739
|
)
|
-
|
(7,609
|
)
|
|||||
Depreciation
|
(94
|
)
|
(683
|
)
|
-
|
(777
|
)
|
|||||
General
and administrative expenses
|
(3,056
|
)
|
(498
|
)
|
-
|
(3,554
|
)
|
|||||
Operating
loss
|
$
|
(1,850
|
)
|
$
|
(800
|
)
|
$
|
-
|
$
|
(2,650
|
)
|
|
Loss
from discontinued operations
|
$
|
-
|
$
|
(105
|
)b
|
$
|
-
|
$
|
(105
|
)b
|
||
Benefit
from income taxes
|
$
|
285
|
$
|
-
|
$
|
-
|
$
|
285
|
||||
Capital
expenditures
|
$
|
19,065
|
$
|
352
|
$
|
-
|
$
|
19,417
|
||||
Six Months Ended June
30, 2007
|
||||||||||||
Revenues
|
$
|
10,724
|
$
|
1,381
|
$
|
-
|
$
|
12,105
|
||||
Cost
of sales, excluding depreciation
|
(4,989
|
)
|
(1,531
|
)
|
-
|
(6,520
|
)
|
|||||
Depreciation
|
(70
|
)
|
(413
|
)
|
-
|
(483
|
)
|
|||||
General
and administrative expenses
|
(3,308
|
)
|
(506
|
)
|
-
|
(3,814
|
)
|
|||||
Operating
income (loss)
|
$
|
2,357
|
$
|
(1,069
|
)
|
$
|
-
|
$
|
1,288
|
|||
Loss
from discontinued operations
|
$
|
-
|
$
|
(200
|
)
|
$
|
-
|
$
|
(200
|
)
|
||
Provision
for income taxes
|
$
|
(631
|
)
|
$
|
-
|
$
|
-
|
$
|
(631
|
)
|
||
Capital
expenditures
|
$
|
17,143
|
$
|
334
|
$
|
-
|
$
|
17,477
|
||||
a.
|
Includes
sales commissions, management fees and other revenues together with
related expenses.
|
b.
|
Relates
to the revised amount of Texas Margin Tax accrued on Escarpment Village
income earned during 2007 (see note
7).
|
c.
|
Primarily
includes deferred tax assets.
|
d.
|
Includes
assets from the discontinued operations of Escarpment Village, which
Stratus sold on October 12, 2007, totaling $34.9 million, net of
accumulated depreciation of $1.3 million, at June 30,
2007.
|
9.
|
NEW
ACCOUNTING STANDARDS
|
Acreage
|
|||||||||||||||||
Developed
or Under Development
|
Undeveloped
|
||||||||||||||||
Developed
|
Single
|
Multi-
|
Single
|
Total
|
|||||||||||||
Lots
|
Family
|
family
|
Commercial
|
Total
|
Family
|
Commercial
|
Total
|
Acreage
|
|||||||||
Austin
|
|||||||||||||||||
Barton
Creek
|
23
|
642
|
249
|
376
|
1,267
|
391
|
20
|
411
|
1,678
|
||||||||
Lantana
|
-
|
-
|
-
|
223
|
223
|
-
|
-
|
-
|
223
|
||||||||
Circle
C
|
163
|
a
|
148
|
a
|
-
|
12
|
160
|
-
|
375
|
375
|
535
|
||||||
W
Austin Hotel
|
|||||||||||||||||
&
Residences
|
-
|
-
|
-
|
2
|
b
|
2
|
-
|
-
|
-
|
2
|
|||||||
San
Antonio
|
|||||||||||||||||
Camino
Real
|
-
|
-
|
-
|
-
|
-
|
-
|
2
|
2
|
2
|
||||||||
Total
|
186
|
790
|
249
|
613
|
1,652
|
391
|
397
|
788
|
2,440
|
||||||||
a.
|
Relates
to Meridian, an 800-lot residential
development.
|
b.
|
Represents
a city block in downtown Austin planned for a mixture of hotel,
residential, retail, office and entertainment
uses.
|
As
of June 30, 2008
|
|||||||
Developed
|
Under
Development
|
Potential
Development
a
|
Total
|
||||
Barton
Creek:
|
|||||||
Verano
Drive
|
-
|
71
|
-
|
71
|
|||
Calera
Drive
|
8
|
-
|
-
|
8
|
|||
Calera
Court Courtyard Homes
|
5
|
-
|
-
|
5
|
|||
Mirador
Estate
|
2
|
-
|
-
|
2
|
|||
Wimberly
Lane Phase II
|
1
|
-
|
-
|
1
|
|||
Amarra
Drive
|
7
|
35
|
89
|
131
|
|||
Amarra
Townhomes
|
-
|
-
|
97
|
97
|
|||
Section
N Multi-family
|
-
|
-
|
1,860
|
1,860
|
|||
Other
Barton Creek Sections
|
-
|
-
|
154
|
154
|
|||
Circle
C:
|
|||||||
Meridian
|
163
|
57
|
-
|
220
|
|||
Total
Residential Lots
|
186
|
163
|
2,200
|
2,549
|
|||
a.
|
Our
development of the properties identified under the heading “Potential
Development” is dependent upon the approval of our development plans and
permits by governmental agencies, including the City of Austin. Those
governmental agencies may either not approve one or more development plans
and permit applications related to such properties or require us to modify
our development plans. Accordingly, our development strategy with respect
to those properties may change in the
future.
|
As
of June 30, 2008
|
|||||||
Developed
|
Under
Development
|
Potential
Development
a
|
Total
|
||||
Barton
Creek:
|
|||||||
Barton
Creek Village Phase I
|
22,000
|
-
|
-
|
22,000
|
|||
Barton
Creek Village Phase II
|
-
|
-
|
18,000
|
18,000
|
|||
Entry
Corner
|
-
|
-
|
5,000
|
5,000
|
|||
Amarra
Retail/Office
|
-
|
-
|
90,000
|
90,000
|
|||
Section
N
|
-
|
-
|
1,500,000
|
1,500,000
|
|||
Circle
C:
|
|||||||
Chase
Ground Lease
|
4,000
|
-
|
-
|
4,000
|
|||
Tract
106
|
-
|
22,000
|
-
|
22,000
|
|||
Tract
110
|
-
|
-
|
760,000
|
760,000
|
|||
Tract
107
|
-
|
-
|
110,000
|
110,000
|
|||
Tract
101
|
-
|
-
|
90,000
|
90,000
|
|||
Tract
102
|
-
|
-
|
25,000
|
25,000
|
|||
Tract
114
|
-
|
-
|
5,000
|
5,000
|
|||
Lantana:
|
|||||||
7500
Rialto
|
150,000
|
-
|
-
|
150,000
|
|||
Advanced
Micro Devices
|
|||||||
Option
Tracts
|
-
|
-
|
760,000
|
760,000
|
|||
Tract
GR1
|
-
|
-
|
325,000
|
325,000
|
|||
Tract
G07
|
-
|
-
|
210,000
|
210,000
|
|||
Tract
CS5
|
-
|
-
|
175,000
|
175,000
|
|||
Tract
CS1-CS3
|
-
|
-
|
150,000
|
150,000
|
|||
Tract
LR1
|
-
|
-
|
75,000
|
75,000
|
|||
Tract
L04
|
-
|
-
|
70,000
|
70,000
|
|||
Austin
290 Tract
|
-
|
-
|
20,000
|
20,000
|
|||
Total
Square Feet
|
176,000
|
22,000
|
4,388,000
|
4,586,000
|
|||
a.
|
Our
development of the properties identified under the heading “Potential
Development” is dependent upon the approval of our development plans and
permits by governmental agencies, including the City of Austin. Those
governmental agencies may either not approve one or more development plans
and permit applications related to such properties or require us to modify
our development plans. Accordingly, our development strategy with respect
to those properties may change in the
future.
|
Second
Quarter
|
Six
Months
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||
Revenues:
|
||||||||||||
Real
estate operations
|
$
|
3,054
|
$
|
6,077
|
$
|
7,170
|
$
|
10,724
|
||||
Commercial
leasing
|
1,169
|
711
|
2,120
|
1,381
|
||||||||
Total
revenues
|
$
|
4,223
|
$
|
6,788
|
$
|
9,290
|
$
|
12,105
|
||||
Operating
(loss) income
|
$
|
(1,643
|
)
|
$
|
585
|
$
|
(2,650
|
)
|
$
|
1,288
|
||
Benefit
from (provision for) income taxes
|
$
|
364
|
$
|
(189
|
)
|
$
|
285
|
$
|
(631
|
)
|
||
(Loss)
income from continuing operations
|
$
|
(1,168
|
)
|
$
|
417
|
$
|
(1,079
|
)
|
$
|
1,179
|
||
Loss
from discontinued operations
|
(105
|
)a
|
(176
|
)
|
(105
|
)a
|
(200
|
)
|
||||
Net
(loss) income
|
$
|
(1,273
|
)
|
$
|
241
|
$
|
(1,184
|
)
|
$
|
979
|
||
a.
|
Relates
to the revised amount of Texas Margin Tax accrued on Escarpment Village
income earned during 2007 (see note
7).
|
Second
Quarter
|
Six
Months
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||
Revenues:
|
||||||||||||
Developed
property sales
|
$
|
2,358
|
$
|
5,317
|
$
|
6,262
|
$
|
8,660
|
||||
Undeveloped
property sales
|
41
|
-
|
41
|
1,083
|
||||||||
Commissions,
management fees and other
|
655
|
760
|
867
|
981
|
||||||||
Total
revenues
|
3,054
|
6,077
|
7,170
|
10,724
|
||||||||
Cost
of sales, including depreciation
|
(2,700
|
)
|
(3,444
|
)
|
(5,964
|
)
|
(5,059
|
)
|
||||
General
and administrative expenses
|
(1,631
|
)
|
(1,587
|
)
|
(3,056
|
)
|
(3,308
|
)
|
||||
Operating
(loss) income
|
$
|
(1,277
|
)
|
$
|
1,046
|
$
|
(1,850
|
)
|
$
|
2,357
|
||
Second
Quarter
|
||||||||
2008
|
2007
|
|||||||
Lots
|
Revenues
|
Lots
|
Revenues
|
|||||
Residential
Properties:
|
||||||||
Barton
Creek
|
||||||||
Calera
Court Courtyard Homes
|
1
|
$ 635
|
-
|
$ -
|
||||
Calera
Drive
|
-
|
-
|
2
|
809
|
||||
Mirador
Estate
|
-
|
-
|
2
|
1,559
|
||||
Wimberly
Lane Phase II
|
||||||||
Standard
Homebuilder
|
-
|
-
|
3
|
522
|
||||
Circle
C
|
||||||||
Meridian
|
22
|
1,723
|
20
|
1,423
|
||||
Deerfield
|
-
|
-
|
15
|
1,004
|
||||
Total
Residential
|
23
|
$ 2,358
|
42
|
$ 5,317
|
||||
Six
Months
|
||||||||
2008
|
2007
|
|||||||
Lots
|
Revenues
|
Lots
|
Revenues
|
|||||
Residential
Properties:
|
||||||||
Barton
Creek
|
||||||||
Calera
Court Courtyard Homes
|
1
|
$ 635
|
-
|
$ -
|
||||
Calera
Drive
|
-
|
-
|
2
|
809
|
||||
Mirador
Estate
|
-
|
-
|
2
|
1,559
|
||||
Wimberly
Lane Phase II
|
||||||||
Standard
Homebuilder
|
1
|
265
|
a
|
6
|
1,045
|
|||
Circle
C
|
||||||||
Meridian
|
55
|
3,952
|
48
|
3,239
|
||||
Deerfield
|
21
|
1,410
|
30
|
2,008
|
||||
Total
Residential
|
78
|
$ 6,262
|
88
|
$ 8,660
|
||||
a.
|
Includes
$0.1 million for homebuilder contract termination
fee.
|
Second
Quarter
|
Six
Months
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||
Rental
income
|
$
|
1,169
|
$
|
711
|
$
|
2,120
|
$
|
1,381
|
||||
Rental
property costs
|
(923
|
)
|
(763
|
)
|
(1,739
|
)
|
(1,531
|
)
|
||||
Depreciation
|
(346
|
)
|
(168
|
)
|
(683
|
)
|
(413
|
)
|
||||
General
and administrative expenses
|
(266
|
)
|
(241
|
)
|
(498
|
)
|
(506
|
)
|
||||
Operating
loss
|
$
|
(366
|
)
|
$
|
(461
|
)
|
$
|
(800
|
)
|
$
|
(1,069
|
)
|
·
|
$40.0
million of borrowings outstanding under seven unsecured term loans,
including two $5.0 million loans, two $8.0 million loans, a $7.0 million
loan and two $3.5 million loans, all of which will mature in December
2011.
|
·
|
$21.4
million of borrowings outstanding under the Lantana Promissory Note, which
matures in January 2018.
|
·
|
$2.0
million of borrowings outstanding under the W Austin Hotel &
Residences project construction loan, which matures in September
2011.
|
(a)
Total
|
(c)
Total Number of
|
(d)
Maximum Number
|
||||||
Number
|
(b)
Average
|
Shares
Purchased as Part
|
of
Shares That May
|
|||||
of
Shares
|
Price
Paid
|
of
Publicly Announced
|
Yet
Be Purchased Under
|
|||||
Period
|
Purchased
|
Per
Share
|
Plans
or Programsa
|
the
Plans or Programsa
|
||||
April
1 to 30, 2008
|
13,260
|
b
|
$ 27.24
|
b
|
3,354
|
412,432
|
||
May
1 to 31, 2008
|
1,656
|
25.56
|
1,656
|
410,776
|
||||
June
1 to 30, 2008
|
1,800
|
23.74
|
1,800
|
408,976
|
||||
Total
|
16,716
|
$ 26.70
|
6,810
|
|||||
a.
|
In
February 2001, our Board of Directors approved an open market share
purchase program for up to 0.7 million shares of our common stock. The
program does not have an expiration date. Our loan agreement with Comerica
provides a limit of $6.5 million for common stock purchases after
September 30, 2005. At June 30, 2008, $4.0 million remained under the
Comerica agreement for purchases of common
stock.
|
b.
|
Includes
9,906 shares ($27.28 per share) tendered to Stratus to cover the cost of
option exercises under the applicable stock incentive
plans.
|
Filed
|
||||||
Exhibit
|
with
this
|
Incorporated
by Reference
|
||||
Number
|
Exhibit
Title
|
Form
10-Q
|
Form
|
File
No.
|
Date
Filed
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of Stratus.
|
10-Q
|
000-19989
|
05/17/2004
|
||
3.2
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
Stratus, dated May 14, 1998.
|
10-Q
|
000-19989
|
05/17/2004
|
||
3.3
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
Stratus, dated May 25, 2001.
|
10-K
|
000-19989
|
03/22/2002
|
||
By-laws
of Stratus, as amended as of November 6, 2007.
|
X
|
|||||
4.1
|
Rights
Agreement dated as of May 16, 2002, between Stratus and Mellon Investor
Services LLP, as Rights Agent, which includes the Certificates of
Designation of Series C Participating Preferred Stock; the Forms of Rights
Certificate Assignment, and Election to Purchase; and the Summary of
Rights to Purchase Preferred Shares.
|
8-A
|
000-19989
|
05/23/2002
|
||
4.2
|
Amendment
No. 1 to Rights Agreement between Stratus Properties Inc. and Mellon
Investor Services LLC, as Rights Agent, dated as of November 7,
2003.
|
8-K
|
000-19989
|
11/14/2003
|
||
10.1
|
Third
Modification and Extension Agreement by and between Stratus Properties
Inc., Stratus Properties Operating Co., L.P., Circle C Land, L.P., Austin
290 Properties, Inc., Calera Court, L.P., Oly Stratus Barton Creek I Joint
Venture and Comerica Bank effective May 30, 2008.
|
8-K
|
000-19989
|
07/17/2008
|
||
10.2
|
Second
Modification and Extension Agreement by and between Stratus Properties
Inc., Stratus Properties Operating Co., L.P., Circle C Land, L.P., Austin
290 Properties, Inc., Calera Court, L.P., and Comerica Bank effective May
30, 2007.
|
8-K
|
000-19989
|
02/08/2008
|
||
10.3
|
Loan
Agreement by and between Stratus Properties Inc., Stratus Properties
Operating Co., L.P., Circle C Land, L.P., Austin 290 Properties, Inc.,
Calera Court, L.P., and Comerica Bank dated as of September 30,
2005.
|
8-K
|
000-19989
|
10/05/2005
|
||
Construction
Loan Agreement dated May 2, 2008, by and between CJUF II Stratus Block 21
LLC and Corus Bank, N.A.
|
X
|
|||||
Promissory
Note dated May 2, 2008, by and between CJUF II Stratus Block 21 LLC and
Corus Bank, N.A.
|
X
|
|||||
10.6
|
Revolving
Promissory Note by and between Stratus Properties Inc., Stratus Properties
Operating Co., L.P., Circle C Land, L.P., Austin 290 Properties, Inc.,
Calera Court, L.P., and Comerica Bank dated as of September 30,
2005.
|
8-K
|
000-19989
|
10/05/2005
|
||
10.7
|
Loan
Agreement dated December 28, 2000, by and between Stratus Properties Inc.
and Holliday Fenoglio Fowler, L.P., subsequently assigned to an affiliate
of First American Asset Management.
|
10-K
|
000-19989
|
03/28/2001
|
||
Filed
|
||||||
Exhibit
|
with
this
|
Incorporated
by Reference
|
||||
Number
|
Exhibit
Title
|
Form
10-Q
|
Form
|
File
No.
|
Date
Filed
|
|
10.8
|
Loan
Agreement dated June 14, 2001, by and between Stratus Properties Inc. and
Holliday Fenoglio Fowler, L.P., subsequently assigned to an affiliate of
First American Asset Management.
|
10-Q
|
000-19989
|
11/13/2001
|
||
10.9
|
Construction
Loan Agreement dated June 11, 2001, between 7500 Rialto Boulevard, L.P.
and Comerica Bank-Texas.
|
10-K
|
000-19989
|
03/22/2002
|
||
10.10
|
Modification
Agreement dated January 31, 2003, by and between Lantana Office Properties
I, L.P., formerly 7500 Rialto Boulevard, L.P., and Comerica
Bank-Texas.
|
10-Q
|
000-19989
|
05/15/2003
|
||
10.11
|
Second
Modification Agreement dated as of December 29, 2003, to be effective as
of January 31, 2004, by and between Lantana Office Properties I, L.P., a
Texas limited partnership (formerly known as 7500 Rialto Boulevard, L.P.),
as borrower, and Comerica Bank, as lender.
|
10-K
|
000-19989
|
3/30/2004
|
||
10.12
|
Guaranty
Agreement dated June 11, 2001, by Stratus Properties Inc. in favor of
Comerica Bank-Texas.
|
10-K
|
000-19989
|
03/22/2002
|
||
10.13
|
Loan
Agreement dated September 22, 2003, by and between Calera Court, L.P., as
borrower, and Comerica Bank, as lender.
|
10-Q
|
000-19989
|
11/14/2003
|
||
10.14
|
Development
Agreement dated August 15, 2002, between Circle C Land Corp. and City of
Austin.
|
10-Q
|
000-19989
|
11/14/2002
|
||
10.15
|
First
Modification Agreement dated March 27, 2006, by and between Stratus 7000
West Joint Venture, as Old Borrower, and CarrAmerica Lantana, LP, as New
Borrower, and Teachers Insurance and Annuity Association of America, as
Lender.
|
8-K
|
000-19989
|
03/29/2006
|
||
10.16
|
Agreement
of Sale and Purchase dated November 23, 2005, by and between Stratus
Properties Operating Co., L.P., as Seller, and Advanced Micro Devices,
Inc., as Purchaser.
|
10-Q
|
000-19989
|
05/10/2006
|
||
10.17
|
First
Amendment to Agreement of Sale and Purchase dated April 26, 2006, by and
between Stratus Properties Operating Co., L.P., as Seller, and Advanced
Micro Devices, Inc., as Purchaser.
|
10-Q
|
000-19989
|
05/10/2006
|
||
10.18
|
Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture
Filing dated as of June 30, 2006, by and among Escarpment Village, L.P.
and Teachers Insurance and Annuity Association of America.
|
10-Q
|
000-19989
|
08/09/2006
|
||
10.19
|
Promissory
Note dated as of June 30, 2006, by and between Escarpment Village, L.P.
and Teachers Insurance and Annuity Association of America.
|
10-Q
|
000-19989
|
08/09/2006
|
||
10.20
|
Amended
and Restated Loan Agreement between Stratus Properties Inc. and American
Strategic Income Portfolio Inc.-II dated as of December 12,
2006.
|
10-K
|
000-19989
|
03/16/2007
|
||
10.21
|
Amended
and Restated Loan Agreement between Stratus Properties Inc. and American
Select Portfolio Inc. dated as of December 12, 2006.
|
10-K
|
000-19989
|
03/16/2007
|