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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Stratus Properties Inc | NASDAQ:STRS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.40 | 1.74% | 23.40 | 21.49 | 24.49 | 23.48 | 22.45 | 23.00 | 3,018 | 22:30:00 |
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
|
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For the quarterly period ended June 30, 2018
|
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or
|
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
||
|
SECURITIES EXCHANGE ACT OF 1934
|
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|
For the transition period from to
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Commission File Number: 001-37716
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Delaware
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72-1211572
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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212 Lavaca St., Suite 300
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Austin, Texas
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78701
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(Address of principal executive offices)
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(Zip Code)
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(512) 478-5788
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(Registrant's telephone number, including area code)
|
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Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting compan
y
¨
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||
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Emerging growth company
¨
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STRATUS PROPERTIES INC.
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TABLE OF CONTENTS
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Page
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June 30,
2018 |
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December 31,
2017 |
||||
ASSETS
|
|
|
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||||
Cash and cash equivalents
|
$
|
12,660
|
|
|
$
|
14,611
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|
Restricted cash
|
24,637
|
|
|
24,779
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||
Real estate held for sale
|
19,677
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|
|
22,612
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||
Real estate under development
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140,210
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|
|
118,484
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|
||
Land available for development
|
15,428
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|
|
14,804
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|
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Real estate held for investment, net
|
210,425
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188,390
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Deferred tax assets
|
12,114
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|
|
11,461
|
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Other assets
|
13,537
|
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10,852
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|
||
Total assets
|
$
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448,688
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$
|
405,993
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||||
LIABILITIES AND EQUITY
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Liabilities:
|
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Accounts payable
|
$
|
22,195
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$
|
22,809
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Accrued liabilities, including taxes
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7,834
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|
|
13,429
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|
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Debt
|
265,872
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221,470
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Deferred gain
|
10,480
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|
11,320
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Other liabilities
|
10,485
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|
9,575
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||
Total liabilities
|
316,866
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|
278,603
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||
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Commitments and contingencies
|
|
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Equity:
|
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Stockholders’ equity:
|
|
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||||
Common stock
|
93
|
|
|
93
|
|
||
Capital in excess of par value of common stock
|
185,757
|
|
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185,395
|
|
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Accumulated deficit
|
(39,848
|
)
|
|
(37,121
|
)
|
||
Common stock held in treasury
|
(21,260
|
)
|
|
(21,057
|
)
|
||
Total stockholders’ equity
|
124,742
|
|
|
127,310
|
|
||
Noncontrolling interests in subsidiaries
|
7,080
|
|
|
80
|
|
||
Total equity
|
131,822
|
|
|
127,390
|
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||
Total liabilities and equity
|
$
|
448,688
|
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$
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405,993
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2018
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2017
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2018
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2017
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||||||||
Revenues:
|
|
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|
|
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||||||||
Real estate operations
|
$
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6,979
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$
|
4,021
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$
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8,173
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$
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6,185
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Leasing operations
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2,331
|
|
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1,811
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|
|
4,335
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|
4,092
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Hotel
|
9,593
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|
9,765
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18,915
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20,079
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||||
Entertainment
|
4,407
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|
|
5,832
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|
9,652
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|
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11,737
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||||
Total revenues
|
23,310
|
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21,429
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41,075
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42,093
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Cost of sales:
|
|
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||||||||
Real estate operations
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5,560
|
|
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3,868
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7,126
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|
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5,844
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||||
Leasing operations
|
1,323
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|
|
973
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|
2,505
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2,658
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||||
Hotel
|
7,149
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7,436
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14,178
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14,601
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Entertainment
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3,436
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4,255
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7,404
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8,632
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Depreciation
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2,053
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1,756
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3,995
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3,897
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Total cost of sales
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19,521
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18,288
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35,208
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35,632
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General and administrative expenses
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3,015
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2,846
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5,996
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6,242
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Profit participation in sale of The Oaks at Lakeway
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—
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—
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—
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2,538
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Gain on sale of assets
|
—
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—
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—
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(1,115
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)
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Total
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22,536
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21,134
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41,204
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43,297
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Operating income (loss)
|
774
|
|
|
295
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(129
|
)
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(1,204
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)
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Interest expense, net
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(1,742
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)
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(1,508
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)
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(3,301
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)
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(3,483
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)
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Gain (loss) on interest rate derivative instruments
|
80
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|
(4
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)
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258
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|
|
82
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Loss on early extinguishment of debt
|
—
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—
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—
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(532
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)
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Other income, net
|
11
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13
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22
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18
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Loss before income taxes and equity in unconsolidated affiliates' loss
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(877
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)
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(1,204
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)
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(3,150
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)
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(5,119
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)
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Equity in unconsolidated affiliates' loss
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(3
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)
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(2
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)
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(6
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)
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(19
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)
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Benefit from income taxes
|
23
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|
321
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|
429
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|
1,583
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Net loss and total comprehensive loss
|
(857
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)
|
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(885
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)
|
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(2,727
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)
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(3,555
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)
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||||
Total comprehensive income attributable to noncontrolling interests in subsidiaries
|
—
|
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(8
|
)
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—
|
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(8
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)
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||||
Net loss and total comprehensive loss attributable to common stockholders
|
$
|
(857
|
)
|
|
$
|
(893
|
)
|
|
$
|
(2,727
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)
|
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$
|
(3,563
|
)
|
|
|
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||||||||
Basic and diluted net loss per share attributable to common stockholders
|
$
|
(0.11
|
)
|
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$
|
(0.11
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)
|
|
$
|
(0.33
|
)
|
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$
|
(0.44
|
)
|
|
|
|
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|
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||||||||
Basic and diluted weighted average common shares outstanding
|
8,153
|
|
|
8,127
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|
|
8,145
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|
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8,114
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||||
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||||||||
Dividends declared per share of common stock
|
$
|
—
|
|
|
$
|
—
|
|
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$
|
—
|
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|
$
|
1.00
|
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|
Six Months Ended
|
||||||
|
June 30,
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||||||
|
2018
|
|
2017
|
||||
Cash flow from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(2,727
|
)
|
|
$
|
(3,555
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
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||||
Depreciation
|
3,995
|
|
|
3,897
|
|
||
Cost of real estate sold
|
5,053
|
|
|
3,897
|
|
||
Gain on sale of assets
|
—
|
|
|
(1,115
|
)
|
||
Gain on interest rate derivative contracts
|
(258
|
)
|
|
(82
|
)
|
||
Loss on early extinguishment of debt
|
—
|
|
|
532
|
|
||
Debt issuance cost amortization and stock-based compensation
|
791
|
|
|
647
|
|
||
Equity in unconsolidated affiliates' loss
|
6
|
|
|
19
|
|
||
Increase (decrease) in deposits
|
588
|
|
|
(851
|
)
|
||
Deferred income taxes
|
(653
|
)
|
|
(12,607
|
)
|
||
Purchases and development of real estate properties
|
(7,699
|
)
|
|
(7,974
|
)
|
||
Municipal utility district reimbursement
|
—
|
|
|
2,172
|
|
||
(Increase) decrease in other assets
|
(2,297
|
)
|
|
910
|
|
||
Decrease in accounts payable, accrued liabilities and other
|
(5,505
|
)
|
|
(895
|
)
|
||
Net cash used in operating activities
|
(8,706
|
)
|
|
(15,005
|
)
|
||
|
|
|
|
||||
Cash flow from investing activities:
|
|
|
|
||||
Capital expenditures
|
(42,982
|
)
|
|
(5,100
|
)
|
||
Proceeds from sale of assets
|
—
|
|
|
117,261
|
|
||
Payments on master lease obligations
|
(932
|
)
|
|
(927
|
)
|
||
Other, net
|
(87
|
)
|
|
(48
|
)
|
||
Net cash (used in) provided by investing activities
|
(44,001
|
)
|
|
111,186
|
|
||
|
|
|
|
||||
Cash flow from financing activities:
|
|
|
|
||||
Borrowings from credit facility
|
22,336
|
|
|
20,200
|
|
||
Payments on credit facility
|
(4,225
|
)
|
|
(51,775
|
)
|
||
Borrowings from project loans
|
29,948
|
|
|
7,766
|
|
||
Payments on project and term loans
|
(3,266
|
)
|
|
(63,723
|
)
|
||
Cash dividend paid
|
—
|
|
|
(8,127
|
)
|
||
Stock-based awards net payments
|
(203
|
)
|
|
(234
|
)
|
||
Noncontrolling interests contributions
|
7,000
|
|
|
—
|
|
||
Financing costs
|
(976
|
)
|
|
(375
|
)
|
||
Net cash provided by (used in) financing activities
|
50,614
|
|
|
(96,268
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(2,093
|
)
|
|
(87
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of year
|
39,390
|
|
|
25,489
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
37,297
|
|
|
$
|
25,402
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Common Stock
Held in Treasury
|
|
Total Stockholders' Equity
|
|
|
|
|
||||||||||||||||||
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Accum-ulated Deficit
|
|
|
|
Noncontrolling Interests in Subsidiaries
|
|
|
||||||||||||||||||||||
|
|
Number
of Shares
|
|
At Par
Value
|
|
|
|
Number
of Shares
|
|
At
Cost
|
|
|
|
Total
Equity
|
||||||||||||||||||||
Balance at December 31, 2017
|
|
9,250
|
|
|
$
|
93
|
|
|
$
|
185,395
|
|
|
$
|
(37,121
|
)
|
|
1,117
|
|
|
$
|
(21,057
|
)
|
|
$
|
127,310
|
|
|
$
|
80
|
|
|
$
|
127,390
|
|
Vested stock-based awards
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
|||||||
Tender of shares for stock-based awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(203
|
)
|
|
(203
|
)
|
|
—
|
|
|
(203
|
)
|
|||||||
Noncontrolling interests contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|
7,000
|
|
|||||||
Total comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,727
|
)
|
|
—
|
|
|
—
|
|
|
(2,727
|
)
|
|
—
|
|
|
(2,727
|
)
|
|||||||
Balance at June 30, 2018
|
|
9,277
|
|
|
$
|
93
|
|
|
$
|
185,757
|
|
|
$
|
(39,848
|
)
|
|
1,124
|
|
|
$
|
(21,260
|
)
|
|
$
|
124,742
|
|
|
$
|
7,080
|
|
|
$
|
131,822
|
|
Balance at December 31, 2016
|
|
9,203
|
|
|
$
|
92
|
|
|
$
|
192,762
|
|
|
$
|
(41,143
|
)
|
|
1,105
|
|
|
$
|
(20,760
|
)
|
|
$
|
130,951
|
|
|
$
|
75
|
|
|
$
|
131,026
|
|
Adjustment for cumulative effect of change in accounting for stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
143
|
|
|||||||
Cash dividend
|
|
—
|
|
|
—
|
|
|
(8,127
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,127
|
)
|
|
—
|
|
|
(8,127
|
)
|
|||||||
Exercised and vested stock-based awards
|
|
40
|
|
|
1
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
383
|
|
|||||||
Tender of shares for stock-based awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(297
|
)
|
|
(297
|
)
|
|
—
|
|
|
(297
|
)
|
|||||||
Total comprehensive (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,563
|
)
|
|
—
|
|
|
—
|
|
|
(3,563
|
)
|
|
8
|
|
|
(3,555
|
)
|
|||||||
Balance at June 30, 2017
|
|
9,243
|
|
|
$
|
93
|
|
|
$
|
185,080
|
|
|
$
|
(44,563
|
)
|
|
1,117
|
|
|
$
|
(21,057
|
)
|
|
$
|
119,553
|
|
|
$
|
83
|
|
|
$
|
119,636
|
|
1.
|
GENERAL
|
2.
|
EARNINGS PER SHARE
|
3.
|
RELATED PARTY TRANSACTIONS
|
•
|
The Saint Mary, L.P. will be managed by the Saint Mary General Partner, and The Saint Mary, L.P. will pay the Saint Mary General Partner, or another affiliate of Stratus, an asset management fee of
$210,000
per year beginning one year after construction of The Saint Mary begins.
|
•
|
The Saint Mary, L.P. will pay the Saint Mary General Partner, or another affiliate of Stratus, a development management fee of approximately
$1.4 million
for the overall coordination and management of the development and construction of The Saint Mary.
|
•
|
Circle C contributed an approximate
14.35
acre tract of land upon which The Saint Mary will be developed and constructed and
$0.7 million
of cash.
|
•
|
The partners are entitled to preferred returns, which change after certain returns are achieved as specified in the Saint Mary Partnership Agreement.
|
|
|
June 30, 2018
|
||
Assets:
|
|
|
||
Restricted cash
|
|
$
|
8,670
|
|
Real estate held under development
|
|
3,130
|
|
|
Other assets
|
|
400
|
|
|
Total assets
|
|
$
|
12,200
|
|
Liabilities:
|
|
|
||
Accounts payable
|
|
$
|
521
|
|
Total liabilities
|
|
521
|
|
|
Net assets
|
|
$
|
11,679
|
|
•
|
The Kingwood, L.P. will be managed by the Kingwood General Partner, and the Kingwood, L.P. will pay the Kingwood General Partner, or another affiliate of Stratus, an asset management fee of
$283,000
per year beginning one year after construction of Kingwood Place begins.
|
•
|
The Kingwood, L.P. will pay the Kingwood General Partner, or another affiliate of Stratus, a development management fee equal to
four percent
of the construction costs for Kingwood Place for the overall coordination and management of the development and construction of Kingwood Place.
|
•
|
The partners are entitled to preferred returns, which change after certain returns are achieved as specified in the Kingwood Partnership Agreement.
|
4.
|
DISPOSITIONS
|
5.
|
FAIR VALUE MEASUREMENTS
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreement
|
$
|
123
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Debt
|
$
|
265,872
|
|
|
$
|
269,404
|
|
|
$
|
221,470
|
|
|
$
|
224,632
|
|
Interest rate swap agreement
|
—
|
|
|
—
|
|
|
134
|
|
|
134
|
|
6.
|
DEBT AND EQUITY
|
|
June 30, 2018
|
|
December 31, 2017
|
|
||||
Goldman Sachs loan
|
$
|
144,226
|
|
|
$
|
145,195
|
|
|
Comerica Bank credit facility
|
43,877
|
|
|
25,765
|
|
|
||
Santal Phase I construction loan
|
32,572
|
|
|
31,864
|
|
|
||
Barton Creek Village term loan
|
3,330
|
|
|
3,375
|
|
|
||
Amarra Villas credit facility
|
4,490
|
|
|
5,247
|
|
|
||
West Killeen Market construction loan
|
5,936
|
|
|
5,378
|
|
|
||
Jones Crossing construction loan
|
10,170
|
|
|
4,646
|
|
|
||
Lantana Place construction loan
|
14,080
|
|
|
—
|
|
|
||
Santal Phase II construction loan
|
7,191
|
|
|
—
|
|
|
||
Total debt
a
|
$
|
265,872
|
|
|
$
|
221,470
|
|
|
a.
|
Includes net reductions for unamortized debt issuance costs of
$2.5 million
at
June 30, 2018
, and
$2.1 million
at December 31, 2017.
|
7.
|
INCOME TAXES
|
8.
|
BUSINESS SEGMENTS
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Real Estate Operations:
|
|
|
|
|
|
|
|
||||||||
Developed property sales
|
$
|
6,856
|
|
|
$
|
3,443
|
|
|
$
|
8,011
|
|
|
$
|
5,576
|
|
Undeveloped property sales
|
—
|
|
|
544
|
|
|
—
|
|
|
544
|
|
||||
Commissions and other
|
123
|
|
|
34
|
|
|
162
|
|
|
65
|
|
||||
|
6,979
|
|
|
4,021
|
|
|
8,173
|
|
|
6,185
|
|
||||
Leasing Operations:
|
|
|
|
|
|
|
|
||||||||
Rental revenue
|
2,331
|
|
|
1,811
|
|
|
4,335
|
|
|
4,092
|
|
||||
|
2,331
|
|
|
1,811
|
|
|
4,335
|
|
|
4,092
|
|
||||
Hotel:
|
|
|
|
|
|
|
|
||||||||
Rooms, food and beverage
|
8,908
|
|
|
9,122
|
|
|
17,602
|
|
|
18,911
|
|
||||
Other
|
685
|
|
|
643
|
|
|
1,313
|
|
|
1,168
|
|
||||
|
9,593
|
|
|
9,765
|
|
|
18,915
|
|
|
20,079
|
|
||||
Entertainment:
|
|
|
|
|
|
|
|
||||||||
Event revenue
|
3,729
|
|
|
5,215
|
|
|
8,378
|
|
|
10,510
|
|
||||
Other
|
678
|
|
|
617
|
|
|
1,274
|
|
|
1,227
|
|
||||
|
4,407
|
|
|
5,832
|
|
|
9,652
|
|
|
11,737
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total Revenues from Contracts with Unaffiliated Customers
|
$
|
23,310
|
|
|
$
|
21,429
|
|
|
$
|
41,075
|
|
|
$
|
42,093
|
|
|
Real Estate
Operations
a
|
|
Leasing Operations
|
|
Hotel
|
|
Entertainment
|
|
Eliminations and Other
b
|
|
Total
|
||||||||||||
Three Months Ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unaffiliated customers
|
$
|
6,979
|
|
|
$
|
2,331
|
|
|
$
|
9,593
|
|
|
$
|
4,407
|
|
|
$
|
—
|
|
|
$
|
23,310
|
|
Intersegment
|
8
|
|
|
225
|
|
|
50
|
|
|
44
|
|
|
(327
|
)
|
|
—
|
|
||||||
Cost of sales, excluding depreciation
|
5,560
|
|
c
|
1,331
|
|
|
7,184
|
|
|
3,560
|
|
|
(167
|
)
|
|
17,468
|
|
||||||
Depreciation
|
64
|
|
|
738
|
|
|
894
|
|
|
392
|
|
|
(35
|
)
|
|
2,053
|
|
||||||
General and administrative expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,015
|
|
|
3,015
|
|
||||||
Operating income (loss)
|
$
|
1,363
|
|
|
$
|
487
|
|
|
$
|
1,565
|
|
|
$
|
499
|
|
|
$
|
(3,140
|
)
|
|
$
|
774
|
|
Capital expenditures and purchases and development of real estate properties
|
$
|
4,087
|
|
|
$
|
18,486
|
|
|
$
|
97
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
22,693
|
|
Total assets at June 30, 2018
|
207,437
|
|
|
95,954
|
|
|
101,487
|
|
|
36,263
|
|
|
7,547
|
|
|
448,688
|
|
Three Months Ended June 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unaffiliated customers
|
$
|
4,021
|
|
|
$
|
1,811
|
|
|
$
|
9,765
|
|
|
$
|
5,832
|
|
|
$
|
—
|
|
|
$
|
21,429
|
|
Intersegment
|
8
|
|
|
221
|
|
|
82
|
|
|
85
|
|
|
(396
|
)
|
|
—
|
|
||||||
Cost of sales, excluding depreciation
|
3,868
|
|
|
980
|
|
|
7,456
|
|
|
4,449
|
|
|
(221
|
)
|
|
16,532
|
|
||||||
Depreciation
|
57
|
|
|
568
|
|
|
789
|
|
|
377
|
|
|
(35
|
)
|
|
1,756
|
|
||||||
General and administrative expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,846
|
|
|
2,846
|
|
||||||
Operating income (loss)
|
$
|
104
|
|
|
$
|
484
|
|
|
$
|
1,602
|
|
|
$
|
1,091
|
|
|
$
|
(2,986
|
)
|
|
$
|
295
|
|
Capital expenditures and purchases and development of real estate properties
|
$
|
4,306
|
|
|
$
|
2,748
|
|
|
$
|
11
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
7,105
|
|
Total assets at June 30, 2017
|
160,713
|
|
|
69,629
|
|
|
103,154
|
|
|
37,392
|
|
|
24,566
|
|
|
395,454
|
|
|
Real Estate
Operations
a
|
|
Leasing Operations
|
|
Hotel
|
|
Entertainment
|
|
Eliminations and Other
b
|
|
Total
|
||||||||||||
Six Months Ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unaffiliated customers
|
$
|
8,173
|
|
|
$
|
4,335
|
|
|
$
|
18,915
|
|
|
$
|
9,652
|
|
|
$
|
—
|
|
|
$
|
41,075
|
|
Intersegment
|
16
|
|
|
476
|
|
|
122
|
|
|
58
|
|
|
(672
|
)
|
|
—
|
|
||||||
Cost of sales, excluding depreciation
|
7,126
|
|
c
|
2,521
|
|
|
14,222
|
|
|
7,696
|
|
|
(352
|
)
|
|
31,213
|
|
||||||
Depreciation
|
125
|
|
|
1,371
|
|
|
1,789
|
|
|
780
|
|
|
(70
|
)
|
|
3,995
|
|
||||||
General and administrative expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,996
|
|
|
5,996
|
|
||||||
Operating income (loss)
|
$
|
938
|
|
|
$
|
919
|
|
|
$
|
3,026
|
|
|
$
|
1,234
|
|
|
$
|
(6,246
|
)
|
|
$
|
(129
|
)
|
Capital expenditures and purchases and development of real estate properties
|
$
|
7,699
|
|
|
$
|
42,285
|
|
|
$
|
336
|
|
|
$
|
361
|
|
|
$
|
—
|
|
|
$
|
50,681
|
|
Six Months Ended June 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unaffiliated customers
|
$
|
6,185
|
|
|
$
|
4,092
|
|
|
$
|
20,079
|
|
|
$
|
11,737
|
|
|
$
|
—
|
|
|
$
|
42,093
|
|
Intersegment
|
21
|
|
|
431
|
|
|
173
|
|
|
125
|
|
|
(750
|
)
|
|
—
|
|
||||||
Cost of sales, excluding depreciation
|
5,844
|
|
|
2,673
|
|
|
14,645
|
|
|
8,957
|
|
|
(384
|
)
|
|
31,735
|
|
||||||
Depreciation
|
114
|
|
|
1,331
|
|
|
1,768
|
|
|
753
|
|
|
(69
|
)
|
|
3,897
|
|
||||||
General and administrative expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,242
|
|
|
6,242
|
|
||||||
Profit participation
|
—
|
|
|
2,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,538
|
|
||||||
Gain on sales of assets
|
—
|
|
|
(1,115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,115
|
)
|
||||||
Operating income (loss)
|
$
|
248
|
|
|
$
|
(904
|
)
|
|
$
|
3,839
|
|
|
$
|
2,152
|
|
|
$
|
(6,539
|
)
|
|
$
|
(1,204
|
)
|
Capital expenditures and purchases and development of real estate properties
|
$
|
7,974
|
|
|
$
|
4,779
|
|
|
$
|
258
|
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
13,074
|
|
a.
|
Includes sales commissions and other revenues together with related expenses.
|
b.
|
Includes consolidated general and administrative expenses and eliminations of intersegment amounts.
|
c.
|
Includes
$0.4 million
of reductions to cost of sales associated with collection of prior-years' assessments of properties in Barton Creek.
|
9.
|
NEW ACCOUNTING STANDARDS
|
|
|
Previously Reported
|
|
Impact of Adoption
|
|
Current Presentation
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
$
|
1,208
|
|
|
$
|
(1,295
|
)
|
|
$
|
(87
|
)
|
Cash, cash equivalents and restricted cash at beginning of year
|
|
13,597
|
|
|
11,892
|
|
|
25,489
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
14,805
|
|
|
$
|
10,597
|
|
|
$
|
25,402
|
|
|
|
|
|
|
|
|
|
|
Under Development
|
|
Undeveloped
|
|
|
|||||||||||||||||||||
|
|
Single
Family
|
|
Multi-
family
|
|
Commercial
|
|
Total
|
|
Single
family
|
|
Multi-family
|
|
Commercial
|
|
Total
|
|
Total
Acreage
|
|||||||||
Austin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Barton Creek
|
|
4
|
|
|
41
|
|
|
—
|
|
|
45
|
|
|
512
|
|
|
266
|
|
|
394
|
|
|
1,172
|
|
|
1,217
|
|
Circle C
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
21
|
|
|
216
|
|
|
237
|
|
|
252
|
|
Lantana
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
|
45
|
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
Lakeway
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
Magnolia
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
124
|
|
|
124
|
|
Jones Crossing
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
48
|
|
|
64
|
|
Camino Real, San Antonio
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Total
|
|
4
|
|
|
56
|
|
|
22
|
|
|
82
|
|
|
554
|
|
|
287
|
|
|
823
|
|
|
1,664
|
|
|
1,746
|
|
|
|
Residential Lots/Units
|
||||||||||
|
|
Developed
|
|
Under
Development
|
|
Potential Development
a
|
|
Total
|
||||
Barton Creek:
|
|
|
|
|
|
|
|
|
||||
Amarra Drive:
|
|
|
|
|
|
|
|
|
||||
Phase II
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
Phase III
|
|
34
|
|
|
4
|
|
|
—
|
|
|
38
|
|
Amarra Villas
|
|
3
|
|
|
14
|
|
|
—
|
|
|
17
|
|
Other townhomes
|
|
—
|
|
|
—
|
|
|
170
|
|
|
170
|
|
Section N multi-family:
|
|
|
|
|
|
|
|
|
||||
Santal Phase I
|
|
236
|
|
|
—
|
|
|
—
|
|
|
236
|
|
Santal Phase II
|
|
—
|
|
|
212
|
|
|
—
|
|
|
212
|
|
Other Section N
|
|
—
|
|
|
—
|
|
|
1,412
|
|
|
1,412
|
|
Other Barton Creek sections
|
|
—
|
|
|
—
|
|
|
156
|
|
|
156
|
|
Circle C multi-family:
|
|
|
|
|
|
|
|
|
||||
The Saint Mary
|
|
—
|
|
|
240
|
|
|
—
|
|
|
240
|
|
Tract 102
|
|
—
|
|
|
—
|
|
|
56
|
|
|
56
|
|
Lakeway
|
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
Other
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
W Austin Residences
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Total Residential Lots/Units
|
|
285
|
|
|
470
|
|
|
1,901
|
|
|
2,656
|
|
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 (the City) and other cities in our Texas markets. Those governmental agencies may not approve one or more development plans and permit applications related to such properties or may require us to modify our development plans. Accordingly, our development strategy with respect to those properties may change in the future. While we may be proceeding with approved infrastructure projects or
|
|
Commercial Property
|
||||||||||
|
Developed
|
|
Under Development
|
|
Potential Development
a
|
|
Total
|
||||
|
(in square feet)
|
||||||||||
Barton Creek:
|
|
|
|
|
|
|
|
||||
Barton Creek Village
|
22,366
|
|
|
—
|
|
|
—
|
|
|
22,366
|
|
Entry corner
|
—
|
|
|
—
|
|
|
5,000
|
|
|
5,000
|
|
Amarra retail/office
|
—
|
|
|
—
|
|
|
83,081
|
|
|
83,081
|
|
Section N
|
—
|
|
|
—
|
|
|
1,500,000
|
|
|
1,500,000
|
|
Circle C
|
—
|
|
|
—
|
|
|
674,942
|
|
|
674,942
|
|
Lantana:
|
|
|
|
|
|
|
|
||||
Lantana Place
|
64,232
|
|
|
35,147
|
|
|
220,621
|
|
|
320,000
|
|
Tract G07
|
—
|
|
|
—
|
|
|
160,000
|
|
|
160,000
|
|
W Austin Hotel & Residences:
|
|
|
|
|
|
|
|
||||
Office
|
38,316
|
|
|
—
|
|
|
—
|
|
|
38,316
|
|
Retail
|
18,327
|
|
|
—
|
|
|
—
|
|
|
18,327
|
|
Magnolia
|
—
|
|
|
—
|
|
|
351,000
|
|
|
351,000
|
|
West Killeen Market
|
44,493
|
|
|
—
|
|
|
—
|
|
|
44,493
|
|
Jones Crossing
|
48,117
|
|
|
106,000
|
|
|
104,750
|
|
|
258,867
|
|
Total Square Feet
|
235,851
|
|
|
141,147
|
|
|
3,099,394
|
|
|
3,476,392
|
|
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 and other cities in our Texas markets. Those governmental agencies may not approve one or more development plans and permit applications related to such properties or may require us to modify our development plans. Accordingly, our development strategy with respect to those
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
Real estate operations
|
$
|
1,363
|
|
|
$
|
104
|
|
|
$
|
938
|
|
|
$
|
248
|
|
Leasing operations
|
487
|
|
|
484
|
|
|
919
|
|
|
(904
|
)
|
||||
Hotel
|
1,565
|
|
|
1,602
|
|
|
3,026
|
|
|
3,839
|
|
||||
Entertainment
|
499
|
|
|
1,091
|
|
|
1,234
|
|
|
2,152
|
|
||||
Corporate, eliminations and other
|
(3,140
|
)
|
|
(2,986
|
)
|
|
(6,246
|
)
|
|
(6,539
|
)
|
||||
Operating income (loss)
|
$
|
774
|
|
|
$
|
295
|
|
|
$
|
(129
|
)
|
|
$
|
(1,204
|
)
|
Interest expense, net
|
$
|
(1,742
|
)
|
|
$
|
(1,508
|
)
|
|
$
|
(3,301
|
)
|
|
$
|
(3,483
|
)
|
Net loss attributable to common stockholders
|
$
|
(857
|
)
|
|
$
|
(893
|
)
|
|
$
|
(2,727
|
)
|
|
$
|
(3,563
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Developed property sales
|
$
|
6,856
|
|
|
$
|
3,443
|
|
|
$
|
8,011
|
|
|
$
|
5,576
|
|
Undeveloped property sales
|
—
|
|
|
544
|
|
|
—
|
|
|
544
|
|
||||
Commissions and other
|
131
|
|
|
42
|
|
|
178
|
|
|
86
|
|
||||
Total revenues
|
6,987
|
|
|
4,029
|
|
|
8,189
|
|
|
6,206
|
|
||||
Cost of sales, including depreciation
|
5,624
|
|
a
|
3,925
|
|
|
7,251
|
|
a
|
5,958
|
|
||||
Operating income
|
$
|
1,363
|
|
|
$
|
104
|
|
|
$
|
938
|
|
|
$
|
248
|
|
|
|
|
|
|
|
|
|
a.
|
Includes $0.4 million of reductions to cost of sales associated with collection of prior-years' assessments of properties in Barton Creek.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three Months Ended June 30,
|
||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||
|
Lots/Units
|
|
Revenues
|
|
Average Cost Per Lot/Unit
|
|
Lots
|
|
Revenues
|
|
Average Cost Per Lot
|
||||||||||
Barton Creek
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amarra Drive:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Phase III
|
3
|
|
|
$
|
1,895
|
|
|
$
|
272
|
|
|
1
|
|
|
$
|
700
|
|
|
$
|
303
|
|
Amarra Villas
|
2
|
|
|
3,821
|
|
|
1,670
|
|
|
1
|
|
|
2,193
|
|
|
2,004
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Circle C
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Meridian
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
550
|
|
|
156
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
W Austin Hotel & Residences Project
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condominium Units
|
1
|
|
|
1,140
|
|
|
726
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Residential
|
6
|
|
|
$
|
6,856
|
|
|
|
|
4
|
|
|
$
|
3,443
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||
|
Lots
|
|
Revenues
|
|
Average Cost Per Lot
|
|
Lots
|
|
Revenues
|
|
Average Cost Per Lot
|
||||||||||
Barton Creek
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amarra Drive:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Phase II
|
1
|
|
|
$
|
605
|
|
|
$
|
209
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Phase III
|
4
|
|
|
2,445
|
|
|
263
|
|
|
2
|
|
|
1,365
|
|
|
292
|
|
||||
Amarra Villas
|
2
|
|
|
3,821
|
|
|
1,670
|
|
|
1
|
|
|
2,193
|
|
|
2,004
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Circle C
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Meridian
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
2,018
|
|
|
161
|
|
||||
W Austin Hotel & Residences Project
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condominium Units
|
1
|
|
|
1,140
|
|
|
726
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Residential
|
8
|
|
|
$
|
8,011
|
|
|
|
|
10
|
|
|
$
|
5,576
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Rental revenue
|
$
|
2,556
|
|
|
$
|
2,032
|
|
|
$
|
4,811
|
|
|
$
|
4,523
|
|
Rental cost of sales, excluding depreciation
|
1,331
|
|
|
980
|
|
|
2,521
|
|
|
2,673
|
|
||||
Depreciation
|
738
|
|
|
568
|
|
|
1,371
|
|
|
1,331
|
|
||||
Profit participation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,538
|
|
||||
Gain on sales of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,115
|
)
|
||||
Operating income (loss)
|
$
|
487
|
|
|
$
|
484
|
|
|
$
|
919
|
|
|
$
|
(904
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Hotel revenue
|
$
|
9,643
|
|
|
$
|
9,847
|
|
|
$
|
19,037
|
|
|
$
|
20,252
|
|
Hotel cost of sales, excluding depreciation
|
7,184
|
|
|
7,456
|
|
|
14,222
|
|
|
14,645
|
|
||||
Depreciation
|
894
|
|
|
789
|
|
|
1,789
|
|
|
1,768
|
|
||||
Operating income
|
$
|
1,565
|
|
|
$
|
1,602
|
|
|
$
|
3,026
|
|
|
$
|
3,839
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Entertainment revenue
|
$
|
4,451
|
|
|
$
|
5,917
|
|
|
$
|
9,710
|
|
|
$
|
11,862
|
|
Entertainment cost of sales, excluding depreciation
|
3,560
|
|
|
4,449
|
|
|
7,696
|
|
|
8,957
|
|
||||
Depreciation
|
392
|
|
|
377
|
|
|
780
|
|
|
753
|
|
||||
Operating income
|
$
|
499
|
|
|
$
|
1,091
|
|
|
$
|
1,234
|
|
|
$
|
2,152
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
ACL Live
|
|
|
|
|
|
|
|
||||||||
Events:
|
|
|
|
|
|
|
|
||||||||
Events hosted
|
45
|
|
|
60
|
|
|
102
|
|
|
117
|
|
||||
Estimated attendance
|
47,580
|
|
|
75,277
|
|
|
118,619
|
|
|
146,839
|
|
||||
Ancillary net revenue per attendee
|
$
|
56.58
|
|
|
$
|
44.52
|
|
|
$
|
44.18
|
|
|
$
|
42.26
|
|
Ticketing:
|
|
|
|
|
|
|
|
||||||||
Number of tickets sold
|
29,471
|
|
|
51,476
|
|
|
84,132
|
|
|
95,954
|
|
||||
Gross value of tickets sold (in thousands)
|
$
|
2,102
|
|
|
$
|
3,076
|
|
|
$
|
5,100
|
|
|
$
|
6,146
|
|
|
|
|
|
|
|
|
|
||||||||
3TEN ACL Live
|
|
|
|
|
|
|
|
||||||||
Events:
|
|
|
|
|
|
|
|
||||||||
Events hosted
|
57
|
|
|
60
|
|
|
106
|
|
|
120
|
|
||||
Estimated attendance
|
10,926
|
|
|
11,079
|
|
|
19,942
|
|
|
21,658
|
|
||||
Ancillary net revenue per attendee
|
$
|
30.03
|
|
|
$
|
32.20
|
|
|
$
|
36.68
|
|
|
$
|
44.61
|
|
Ticketing:
|
|
|
|
|
|
|
|
||||||||
Number of tickets sold
|
7,784
|
|
|
6,157
|
|
|
12,709
|
|
|
10,570
|
|
||||
Gross value of tickets sold (in thousands)
|
$
|
168
|
|
|
$
|
125
|
|
|
$
|
272
|
|
|
$
|
213
|
|
•
|
$145.3 million
under the Goldman Sachs loan.
|
•
|
$43.9 million
under the
$60.0 million
Comerica Bank credit facility, which is comprised of a
$60.0 million
revolving line of credit,
$12.0 million
of which was available at
June 30, 2018
, with
$4.1 million
of letters of credit committed against the available balance.
|
•
|
$32.8 million
under the construction loan to fund Phase I of the multi-family development in Section N of Barton Creek (the Santal Phase I loan).
|
•
|
$14.4 million
under the construction loan with Southside Bank to finance the initial phase of Lantana Place (the Lantana Place construction loan).
|
•
|
$10.6 million
under the construction loan with Southside Bank to finance the development and construction of Phases I and 2, the retail component, of Jones Crossing (the Jones Crossing construction loan).
|
•
|
$7.5 million
under the construction loan to fund Phase II of the multi-family development in Section N of Barton Creek (the Santal Phase II loan).
|
•
|
$6.1 million
under the construction loan with Southside Bank to fund the development and construction of the West Killeen Market retail project (the West Killeen Market construction loan).
|
•
|
$4.6 million
under the stand-alone revolving credit facility with Comerica Bank to fund the construction and development of the Amarra Villas (the Amarra Villas credit facility).
|
•
|
$3.4 million
under the term loan with PlainsCapital Bank secured by assets at Barton Creek Village (the Barton Creek Village term loan).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Goldman Sachs loan
|
$
|
1,046
|
|
|
$
|
2,208
|
|
|
$
|
2,313
|
|
|
$
|
2,470
|
|
|
$
|
2,613
|
|
|
$
|
134,636
|
|
|
$
|
145,286
|
|
Comerica Bank credit facility
a
|
—
|
|
|
—
|
|
|
43,877
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,877
|
|
|||||||
Santal Phase I loan
b
|
—
|
|
|
—
|
|
|
32,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,790
|
|
|||||||
Lantana Place construction loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,354
|
|
|
14,354
|
|
|||||||
Jones Crossing construction loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,553
|
|
|
10,553
|
|
|||||||
Santal Phase II loan
|
—
|
|
|
—
|
|
|
7,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,519
|
|
|||||||
West Killeen Market construction loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,085
|
|
|
—
|
|
|
6,085
|
|
|||||||
Amarra Villas credit facility
|
—
|
|
|
4,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,553
|
|
|||||||
Barton Creek Village term loan
|
52
|
|
|
104
|
|
|
109
|
|
|
114
|
|
|
119
|
|
|
2,877
|
|
|
3,375
|
|
|||||||
Total
|
$
|
1,098
|
|
|
$
|
6,865
|
|
|
$
|
86,608
|
|
|
$
|
2,584
|
|
|
$
|
8,817
|
|
|
$
|
162,420
|
|
|
$
|
268,392
|
|
a.
|
See Note 6 for further information regarding Comerica Bank credit facility.
|
b.
|
We have the option to extend the maturity date for two additional twelve-month periods, subject to certain debt service coverage conditions.
|
•
|
The Kingwood, L.P. will be managed by the Kingwood General Partner, and the Kingwood, L.P. will pay the Kingwood General Partner, or another affiliate of Stratus, an asset management fee of $283,000 per year beginning one year after construction of Kingwood Place begins.
|
•
|
The Kingwood, L.P. will pay the Kingwood General Partner, or another affiliate of Stratus, a development management fee equal to four percent of the construction costs of Kingwood Place for the overall coordination and management of the development and construction of Kingwood Place.
|
•
|
The Kingwood Class B limited partners will have approval rights on only (1) amendments to the Kingwood Partnership Agreement that would materially affect a Kingwood Class B limited partner’s economic rights, and (2) a sale of Kingwood Place to a Stratus affiliate.
|
•
|
The Kingwood Class B limited partnership interests are subject to substantial restrictions on transfer under the Kingwood Partnership Agreement and applicable law. In addition to other requirements, any transfer must be approved by the Kingwood General Partner.
|
•
|
Any proposed transfer of Kingwood Class B limited partnership interests will be subject to a right of first refusal of the Class A limited partner, the Kingwood, L.P., and the remaining partners (in order of priority), subject to customary exceptions.
|
•
|
All Capital Contributions of the Partners will accrue a cumulative return at the rate of nine percent per annum, compounded monthly; provided, however, the Class A limited partner’s Capital Contributions will not accrue the nine percent return for periods before the Effective Date. Additionally, after all of the Partners have received a cumulative return of nine percent per annum on their Capital Contributions, all Capital Contributions of the Partners will accrue an additional return until they have accrued a cumulative return of 11 percent per annum, compounded monthly; provided, however, the Class A limited partner’s Capital Contributions will not accrue the 11 percent return for periods before the Effective Date.
|
•
|
Generally, after all Partners have received a return of all of their Capital Contributions and achieved the nine percent cumulative return, the distribution ratio will be 80 percent to all Partners (according to relative capital contributions) and 20 percent to the Class A limited partner. After the Partners have achieved the 11 percent cumulative return, the distribution ratios change from (1) 80 percent for all Partners (according to relative capital contributions) and 20 percent for the Class A limited partner to (2) 60 percent for all Partners (according to relative capital contributions) and 40 percent for the Class A limited partner.
|
•
|
Cash distributions from operations, loan refinancings, and/or sale proceeds are expected to be made generally as summarized above, but will be made in accordance with the detailed procedures and terms more fully described in the Kingwood Partnership Agreement.
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Title
|
|
Filed with this Form 10-Q
|
|
Form
|
|
File No.
|
|
Date Filed
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement of Sale and Purchase, dated February 15, 2017, between Stratus Lakeway Center, LLC and FHF I Oaks at Lakeway, LLC.
|
|
|
|
8-K
|
|
001-37716
|
|
2/21/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Composite Certificate of Incorporation of Stratus Properties Inc.
|
|
|
|
8-A/A
|
|
000-19989
|
|
8/26/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Amended and Restated By-Laws of Stratus Properties Inc., as amended effective August 3, 2017.
|
|
|
|
10-Q
|
|
001-37716
|
|
8/9/2017
|
|
Investor Rights Agreement by and between Stratus Properties Inc. and Moffett Holdings, LLC dated as of March 15, 2012.
|
|
|
|
8-K
|
|
000-19989
|
|
3/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assignment and Assumption Agreement by and among Moffett Holdings, LLC, LCHM Holdings, LLC and Stratus Properties Inc., dated as of March 3, 2014.
|
|
|
|
13D
|
|
000-19989
|
|
3/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, dated as of June 29, 2018.
|
|
|
|
8-K
|
|
001-37716
|
|
7/5/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving Promissory Note by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, dated as of June 29, 2018.
|
|
|
|
8-K
|
|
001-37716
|
|
7/5/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated Limited Partnership Agreement of The Saint Mary, L.P. entered into by and among The Saint Mary GP, L.L.C., Circle C Land, L.P., and several Class B Limited Partners.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated Limited Partnership Agreement of Stratus Kingwood Place, L.P. entered into by and among Stratus Northpark, L.L.C., Stratus Properties Operating Co., L.P., and several Class B Limited Partners.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stratus Properties Inc. Profit Participation Incentive Plan and Form of Award Notice.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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