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Stratus Properties Inc – ‘10-Q’ for 3/31/00

On: Friday, 5/12/00, at 5:21pm ET · For: 3/31/00 · Accession #: 885508-0-2 · File #: 0-19989

  As Of                Filer                Filing    For·On·As Docs:Size

 5/12/00  Stratus Properties Inc            10-Q        3/31/00    5:128K

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      19     98K 
 2: EX-10       Material Contract                                     14     51K 
 3: EX-10       Material Contract                                     11     58K 
 4: EX-15       Letter re: Unaudited Interim Financial Information     1      6K 
 5: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Capital Resources and Liquidity Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Legislative Matters Management's Discussion and Analysis of Financial Condition and Results of Operations Non-Operating Results Submission of Matters to a Vote of Security Holders Unconsolidated Affiliates
1	1st Page - Filing Submission
2	Item 1. Financial Statements
8	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
9	Unconsolidated Affiliates
11	Non-Operating Results
"	Capital Resources and Liquidity
13	Item 1. Legal Proceedings
14	Legislative Matters
"	Item 4. Submission of Matters to a Vote of Security Holders
15	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 19 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION            
Washington, D.C. 20549            

FORM 10-Q             

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

For the Quarter Ended  March 31, 2000             

Commission File Number:  0-19989            

Stratus Properties Inc.             

Incorporated in Delaware                         72-1211572                     
                           (IRS Employer Identification No.)

98 San Jacinto Blvd., Suite 220, Austin, Texas  78701             

Indicate by check mark whether the registrant (1) has filed           
all reports required to be filed by Section 13 or 15(d) of the                  
Securities Exchange Act of 1934 during the preceding 12 months                  
(or for such shorter period that the registrant was required to                 
file such reports), and (2) has been subject to such filing                     
requirements for the past 90 days. Yes X  No _                                  

On March 31, 2000, there were issued and outstanding 14,288,270                 
shares of the registrant's Common Stock, par value $0.01 per                    
share.                                                                          

STRATUS PROPERTIES INC.                 
TABLE OF CONTENTS                 

                                            Page

Part I.  Financial Information                              

Financial Statements:                                   

Condensed Balance Sheets                        3   

Statements of Operations                        4   

Statements of Cash Flow                         5   

Notes to Financial Statements                   6   

Report of Independent Public Accountants          9     

Management's Discussion and Analysis                    
of Financial Condition and Results of               
Operations                                      9   

Part II.  Other Information                        14       

Signature                                          16       

Exhibit Index                                      E-1      

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STRATUS PROPERTIES INC.               
Part I.  FINANCIAL INFORMATION                

Item 1.   Financial Statements                                                  

                                                                [Download Table]


                     STRATUS PROPERTIES INC.                          
              CONDENSED BALANCE SHEETS (Unaudited)                    

                                             March 31,    December 31,
                                               2000          1999     
                                             ---------     ---------  
                                                  (In Thousands)      
                                                                      
ASSETS                                                                
Current assets:                                                       
Cash and cash equivalents,including                                   
   restricted cash of $2.6 million and                                
   $2.1 million, respectively, (Note 4)      $   3,333     $   3,964  
Accounts receivable:                                                  
   Property sales                                   15           149  
   Other                                         1,427         1,160  
Prepaid expenses                                   345           375  
                                             ---------     ---------  
  Total current assets                           5,120         5,648  
Real estate and facilities, net                 89,120        91,664  
Investment in and advances to                                         
 unconsolidated affiliates                       8,547         7,254  
Other assets                                     8,963        11,106  
                                             ---------     ---------  
Total assets                                 $ 111,750     $ 115,672  
                                             =========     =========  

LIABILITIES AND STOCKHOLDERS' EQUITY                                  
Accounts payable and accrued liabilities     $     445     $     900  
Accrued interest, property taxes and other         590         1,537  
                                             ---------     ---------  
  Total current liabilities                      1,035         2,437  
Long-term debt                                  16,828        16,562  
Other liabilities                                9,769        19,833  
Mandatorily redeemable preferred stock          10,000        10,000  
Stockholders' equity                            74,118        66,840  
                                             ---------     ---------  
Total liabilities and stockholders' equity   $ 111,750     $ 115,672  
                                             =========     =========  

The accompanying notes are an integral part of these financial                  
statements.                                                                     

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                                                                [Download Table]

                  STRATUS PROPERTIES INC.                   
              STATEMENT OF OPERATIONS (Unaudited)           

                                       Three Months Ended   
                                            March 31,       
                                      --------------------- 
                                      (In Thousands, Except 
                                        Per Share Amounts)  
                                                            
Revenues                              $  2,060      $ 1,586 
Costs and expenses:                                         
Cost of sales                            1,601        1,070 
General and administrative expenses        981          734 
                                      --------      ------- 
  Total costs and expenses               2,582        1,804 
Operating loss                            (522)        (218)
Interest expense                          (193)        (269)
Other income (loss), net                 7,805          (29)
                                      --------      ------- 
Income (loss) before income taxes                           
 and equity in affiliates                7,090         (516)
Income tax provision                       (40)         (14)
Equity in unconsolidated affiliates'                        
 income                                    228           51 
                                      --------      ------- 
Net income (loss)                     $  7,278      $  (479)
                                      ========      ======= 

Net income (loss) per share                                 
  Basic                                  $0.51       $(0.03)
                                         =====       ====== 
  Diluted                                $0.44       $(0.03)
                                         =====       ====== 
Average shares outstanding                                  
  Basic                                 14,288       14,288 
                                        ======       ====== 
  Diluted                               16,635       14,288 
                                        ======       ====== 


The accompanying notes are an integral part of these financial                  
statements.                                                                     

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                                                                [Download Table]


                    STRATUS PROPERTIES INC.                             
               STATEMENTS OF CASH FLOW (Unaudited)                      

                                                     Three Months Ended 
                                                          March 31,     
                                                     ------------------ 
                                                       2000      1999   
                                                     -------   -------- 
                                                        (In Thousands)  
                                                                        
Cash flow from operating activities:                                    
Net income (loss)                                    $ 7,278   $   (479)
Adjustments to reconcile net income (loss)                              
 to net cash provided by operating activities:                          
  Depreciation and amortization                           24         21 
  Cost of real estate sold                               300      1,003 
  Recognition of deferred Circle C municipal                            
   utility reimbursements                             (7,430)        -  
  Equity in unconsolidated affiliates income            (228)       (51)
  Long term receivable and other                         567        (85)
  (Increase) decrease in working capital:                               
   Accounts receivable and other                         888        (41)
   Accounts payable and accrued liabilities           (1,322)    (1,222)
                                                     -------    ------- 
Net cash provided by (used in) operating activities       77       (854)
                                                     -------    ------- 
Cash flow from investing activities:                                    
Real estate and facilities                              (893)    (1,366)
                                                     -------    ------- 
Net cash used in investing activities                   (893)    (1,366)
                                                     -------    ------- 

Cash flow from financing activities:                                    
Proceeds from credit facility, net                       185      2,000 
                                                     -------    ------- 
Net cash provided by financing activities                185      2,000 
                                                     -------    ------- 
Net decrease in cash and cash equivalents               (631)      (220)
Cash and cash equivalents at beginning of year         3,964      5,169 
                                                     -------    ------- 
Cash and cash equivalents at end of period           $ 3,333    $ 4,949 
                                                     =======    ======= 

The accompanying notes are an integral part of these financial                  
statements.                                                                     

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STRATUS PROPERTIES INC.               
NOTES TO FINANCIAL STATEMENTS               

1.  EARNINGS PER SHARE                                                          
Basic net income (loss) per share of common stock was calculated                
by dividing net loss applicable to common stock by the weighted-                
average number of common shares outstanding during each period                  
presented. Diluted net income (loss) per share was calculated by                
dividing net income (loss) by the weighted-average of common                    
shares outstanding plus the effects of dilutive stock options                   
during each period presented.                                                   

Stratus Properties Inc.'s (Stratus) first-quarter 2000                  
diluted net income per share includes the following:                            
. Dilutive options representing 254,000 shares of                 
Stratus' common stock.                                        
. The assumed redemption of 1,712,000 shares of Stratus'          
preferred stock for 1,712,000 shares of its common            
stock.                                                        
. The assumed redemption of Stratus' $2.8 million of              
outstanding convertible debt at March 31, 2000 for            
381,000 shares of its common stock.                           

Stratus' first-quarter 1999 diluted net loss per share                  
excluded the following because of their anti-dilutive effect on                 
the loss incurred during the period:                                            
. Dilutive options representing 191,000 shares of                 
Stratus' common stock.                                        
. The assumed redemption of 1,712,000 shares of Stratus'          
preferred stock for 1,712,000 shares of its common            
stock.                                                        
. The assumed redemption of Stratus' $2.1 million of              
outstanding convertible debt at March 31, 1999 for            
290,000 shares of its common stock.                           

Interest accrued on the convertible debt outstanding totaled            
approximately $81,000 for the first quarter of 2000 and $62,000                 
for the first quarter of 1999. There have been no dividends                     
accrued on Stratus' mandatorily redeemable preferred stock as of                
March 31, 2000.                                                                 

Outstanding options to purchase approximately 515,000 shares          
of common stock, at an average exercise price of $5.37 during the               
first quarter of 2000, and 476,000 shares of common stock, at an                
average exercise price of $5.29 during the first quarter of 1999,               
were not included in the computation of diluted income (loss) per               
share. These options were excluded because their exercise prices                
were greater than the average market price for the respective                   
periods presented.                                                              

2.  OLYMPUS   RELATIONSHIP  and   INVESTMENT  IN   UNCONSOLIDATED AFFILIATES    
In  May  1998,  Stratus  and  Olympus  Real  Estate   Corporation               
(Olympus),  an   affiliate  of   Hicks,   Muse,  Tate   &   Furst               
Incorporated, formed a strategic  alliance to develop certain  of               
Stratus' existing  properties  and  to  pursue  new  real  estate               
acquisition and development  opportunities.  Under  the terms  of               
the agreement, Olympus made a $10 million investment in  Stratus'               
mandatorily redeemable preferred  stock, provided  a $10  million               
convertible debt financing facility to Stratus and agreed to make               
available up to  $50 million of  additional capital  representing               
its  share  of  direct   investments  in  joint   Stratus/Olympus               
projects.  As  of  March   31,  2000,  Stratus  had   outstanding               
borrowings of $2.8 million on  the convertible debt facility  and               
Olympus  had  invested  approximately  $13.4  million  in   joint               
Stratus/Olympus projects, as further discussed below.                           

Stratus has investments in three joint ventures. Stratus              
owns a 49.9 percent interest in each joint venture and Olympus                  
owns the remaining 50.1 percent interest.  Accordingly, Stratus                 
accounts for its investments in the joint ventures utilizing the                
equity method of accounting.  Stratus develops and manages each                 
project undertaken by these joint ventures and receives                         
development fees, sales commissions, and other management fees                  
for its services.                                                               

Stratus' three joint ventures are: the Oly Stratus Barton             
Creek I Joint Venture (Barton Creek Joint Venture), the Oly                     
Walden General Partnership (Walden Partnership) and the Stratus                 
7000 West Joint Venture (7000 West).  The Barton Creek Joint                    
Venture currently consists of two separate subdivisions located                 
in southwest Austin, Texas: "Wimberly Lane" and "Escala Drive."                 
At March 31, 2000 there were 21 remaining single-family homesites               
at the Wimberly Lane subdivision and there were 49 remaining                    
single-family homesites at the Escala Drive subdivision, some of                
which are still being developed.  The Walden Partnership had                    

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approximately 570 single-family homesites available at the Walden               
on Lake Houston development in Houston, Texas at March 31, 2000.                
The 7000 West Joint Venture has completed and leased the first                
of two 70,000 square foot office buildings and construction of                  
the second office building is proceeding as scheduled.  During                  
the first quarter of 2000, Stratus finalized a previous sale of                 
5.5 acres of commercial real estate to the 7000 West Joint                      
Venture.  Stratus will recognize an approximate gain of $0.5                    
million associated with this sale, representing Olympus' 50.1                   
percent joint venture interest, when the second 70,000 square                   
foot office building is fully constructed and leased.                           

For a detailed discussion of the Olympus alliance and the             
initial formation and subsequent transactions of the joint                      
ventures and partnership see Notes 2, 3 and 4 of the "Notes To                  
Financial Statements" included in Stratus' 1999 Annual Report and               
Form 10-K.  Also refer to "Transactions With Olympus Real Estate                
Corporation" and "Capital Resources and Liquidity" included in                  
Items 7 and 7A "Management's Discussion and Analysis of                         
Financial Condition and Results of Operations and Disclosures of                
Market Risks" included in Stratus' 1999 Annual Report and Form                  
10-K.                                                                           

The Barton Creek Joint Venture distributed approximately                
$2.0 million to the partners during the first quarter of 2000                   
($2.4 million from inception through March 31, 2000).  Stratus                  
recorded its portion of the distribution, $1.0 million, as a                    
reduction of its note receivable and related accrued interest                   
relating to its initial sale of land to the joint venture. The                  
other joint ventures have yet to make any distributions. The                    
summarized unaudited financial information of Stratus'                          
unconsolidated affiliates is shown below (in thousands):                        

                                                                [Download Table]

                             Barton Creek     Walden        7000              
                             Joint Venture  Partnership     West      Total   
                             -------------  -----------   --------   -------- 
                                                                              
Earnings data for the three                                                   
 months ended March 31, 2000:                                                 
Revenues                     $      3,249   $       449   $    170   $  3,868 
Operating income (loss)               913          (218)      (349)       346 
Net income (loss)                     977          (192)      (345)       440 
Stratus' equity in net                                                        
 income (loss)                        488           (88)a     (172)       228a

Earnings data for the three                                                   
 months ended  March 31, 1999:                                                
Revenues                      $       774   $       390    $    -     $ 1,164 
Operating income (loss)               248          (133)        -         115 
Net income (loss)                     248          (146)        -         102 
STRS' equity in net                                                           
 income (loss)                        124           (73)        -          51 


a.    Includes   recognition of $8,000  of deferred income,                     
representing  the  difference in  Stratus'  investment  in  the             
Walden Partnership  and its underlying  equity at  the date  of             
acquisition.  Stratus  will recognize the remaining  difference             
as the  related real estate  is sold. Through  March 31,  2000,             
Stratus  has recognized  $52,000  of  a total  of  $337,000  of             
deferred income associated with the Walden Partnership.                     

3. COMMITMENTS and CONTINGENCIES                                                
In late October 1999, Circle C Land Corp. (Circle C), a wholly                  
owned subsidiary of Stratus, and the City of Austin  (the City)                 
reached an agreement regarding a portion of Circle C's claims                   
against the City involving the reimbursement of certain                         
previously incurred water, wastewater and drainage infrastructure               
expenditures following the City's December 1997 annexation of all               
land lying within the Circle C cmuunniittyy..    AAss  aa result of tis         
agreement, Stratus received approximaatteely $9.8 million, including            
$1.0 million in interest, representing a partial payment of these               
claims.  Stratus has collected a total of $10.5 million of                      
reimbursements from the City as of March 31, 2000.  Stratus will                
continue to pursue vigorously its approximate $9.0 million,                     
exclusive of penalties and interest, of remaining claims against                
the City.  Stratus used the proceeds to reduce its outstanding                  
debt.                                                                           

The partial payment settlement agreement included a                   
contingency provision requiring Stratus to return all reimbursed                
money to the City and the City to return the related utility                    
infrastructure to Stratus if the City's annexation of the Circle                
C municipal utility districts (MUD) was reversed or otherwise                   
rescinded, whether by legislative action, final action of the                   
appellate court, or other legal process. In March 2000, the City                
approved a                                                                      

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settlement agreement of all disputes between the City                           
and certain third party real estate developers and landowners                   
involved in the Circle C community. Under terms of this                         
settlement, the lawsuits contesting the City's December 1997                    
annexation of all land within the four Circle C MUDs and the                    
dissolution of the four MUDs have been dismissed with prejudice.                
As a result, the refund contingency included in the City's                    
partial settlement of Stratus' reimbursement claim has been                     
eliminated.  Stratus has recorded a gain of approximately $7.4                  
million in the first quarter of 2000, representing that portion                 
of the reimbursed infrastructure expenditures in excess of                      
Stratus' remaining basis in these assets and related interest                   
income. The remaining $3.1 million of the proceeds reduced                      
Stratus' investment in Circle C.                                                

4. RESTRICTED CASH                                                              
Stratus has a requirement under its existing credit facility to                 
deposit funds into an interest reserve account with the lending                 
bank, Comerica.  The amount in this account must be sufficient to               
carry Stratus' debt service for both its term loan and revolving                
line of credit for the ensuing twelve-month period, adjusted                    
quarterly.  Stratus had deposits totaling $1.3 million in the                   
interest reserve account at March 31, 2000.   For additional                    
discussion of Stratus' credit facility and its interest reserve                 
requirements see Note 5 of the "Notes To Financial Statements"                  
included in its 1999 Annual Report and Form 10-K.                               

At March 31, 2000, Stratus had additional restricted                
cash deposits totaling $1.3 million related to additional                       
collateral associated with the Walden Partnership's project                     
development loan.  This deposit is reduced by  $0.30 for every                  
$1.00 in principal the Walden Partnership repays on the loan. For               
additional discussion of the Walden Partnership project                         
development loan see Item 2. "Management Discussion and Analysis                
of Financial Condition and Results of Operations" included                      
elsewhere in this Form 10-Q and Note 4 of the "Notes To Financial               
Statements"  included in Stratus' 1999 Annual Report and Form 10-K.             

5.  LITIGATION                                                                  
Stratus is involved in pending litigation involving the City and                
others, which may affect its property development entitlements                  
and its ability to secure its remaining reimbursements from the                 
City of approximately $9.0 million,  exclusive of penalties and                 
interest, relating to development of its Circle C property. Refer               
to Item 3 "Legal Proceedings" and Note 6 "Real Estate" in the                   
Stratus' 1999 Annual Report and Form 10-K for a detailed                        
discussion of such litigation matters. For discussion of                        
litigation events subsequent to the Form 10-K refer to Part II -                
Other Information, "Legal Proceedings" included elsewhere in this               
Form 10-Q.                                                                      

--------------------                
Remarks               

The information furnished  herein should be  read in  conjunction               
with Stratus' financial statements  contained in its 1999  Annual               
Report and Form 10-K.  The information furnished herein  reflects               
all  adjustments  which  are,  in  the  opinion  of   management,               
necessary for a fair statement of  the results for the periods.                 
All such  adjustments are,  in the  opinion of  management, of  a               
normal recurring nature                                                         

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS          

To the Board of Directors and Stockholders                                      
of Stratus Properties Inc.:                                               

We have reviewed the accompanying condensed balance sheet of                    
Stratus Properties Inc. (a Delaware corporation), as of March 31,               
2000, the related statements of operations and cash flow for the                
three month periods ended March 31, 2000 and 1999. These                        
financial statements are the responsibility of the Company's                    
management.                                                                     

We conducted our reviews in accordance with standards established               
by the American Institute of Certified Public Accountants.  A                   
review of interim financial information consists principally of                 
applying analytical procedures to financial data and making                     
inquiries of persons responsible for financial and accounting                   
matters.  It is substantially less in scope than an audit                       
conducted in accordance with auditing standards generally                       
accepted in the United States, the objective of which is the                    
expression of an opinion regarding the financial statements taken               
as a whole.  Accordingly, we do not express such an opinion.                    

Based on our reviews, we are not aware of any material                          
modifications that should be made to the financial statements                   
referred to above for them to be in conformity with accounting                  
principles generally accepted in the United States.                             

We have previously audited, in accordance with auditing standards               
generally accepted in the United States, the balance sheet of                   
Stratus Properties Inc. as of December 31, 1999, and the related                
statements of operations, stockholders' equity and cash flow for                
the year then ended (not presented herein), and in our report                   
dated January 19, 2000, based on our audit, we expressed an                     
unqualified opinion on those financial statements. In our                       
opinion, the information set forth in the accompanying condensed                
balance sheet as of December 31, 1999, is fairly stated, in all                 
material respects, in relation to the balance sheet from which it               
has been derived.                                                               

         /s/ ARTHUR ANDERSEN LLP

Austin, Texas                                                                   
May 1, 2000                                                                     

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

OVERVIEW                

We are engaged in the acquisition, development, management              
and sale of commercial and residential real estate.  We conduct                 
real estate operations on properties we own and through                         
unconsolidated affiliates we  jointly own with Olympus Real                     
Estate Corporation (Olympus) pursuant to a strategic alliance                   
formed in May 1998 (see Note 2).                                                

Our principal real estate holdings are in the Austin, Texas             
area and consist of approximately 2,300 acres of undeveloped                    
residential, multi-family and commercial property located in                    
southwest Austin within the Barton Creek community and 500 acres                
of undeveloped residential, multi-family and commercial property                
known as the Lantana tract, south of and adjacent to the Barton                 
Creek community. Our remaining Austin acreage consists of about                 
1,300 acres of undeveloped commercial and multi-family property                 
within the Circle C Ranch development, also located in southwest                
Austin.                                                                         

As of March 31, 2000, we also own nine developed lots, 120            
acres of undeveloped residential property and 33 acres of                       
undeveloped commercial and multi-family property located in                     
Dallas, Houston and San Antonio, Texas, which are being actively                
marketed. These real estate interests are managed by unaffiliated               
professional real estate developers who have been retained to                   
provide master planning, zoning, permitting, development,                       
construction and marketing services for the properties.                         

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DEVELOPMENT ACTIVITIES            

Stratus Properties                                                              
Development is progressing at several sections of the Barton          
Creek community, including the completion of utility                            
infrastructure that will serve a significant portion of the 2,300               
acres of undeveloped property at Barton Creek, and preliminary                  
development of approximately 200 new single-family homesites in                 
the vicinity of the new Tom Fazio-designed "Fazio Canyons" golf                 
course, which was completed in September 1999. We expect that a                 
number of these homesites will be available for sale by late                    
2000.                                                                           

In April 2000, we received final subdivision plat approval            
from the City of Austin (the City) to develop approximately 160                 
acres of commercial and multi-family real estate within the                     
Lantana community.  Development activities at this commercial                   
development, which we anticipate will include office, retail and                
multi-family sites, are expected to commence during the second                  
quarter of 2000.                                                                

Unconsolidated Affiliates                                                       
We have investments in three joint ventures in which we own             
a 49.9 percent interest and Olympus owns the remaining 50.1                     
percent interest.  Accordingly, we account for our investments in               
the joint ventures utilizing the equity method of accounting.  We               
develop and manage each project undertaken by these joint                       
ventures and receive development fees, sales commissions, and                   
other management fees for our services.  See Note 2 included                    
elsewhere in this Form 10-Q for the summarized unaudited results                
of operations of our unconsolidated affiliates' for the first                   
quarters of 2000 and 1999.                                                      

Barton Creek Joint Venture                                                      
--------------------------                                                      
The Oly Stratus Barton Creek I Joint Venture (Barton Creek            
Joint Venture) currently consists of two separate subdivisions:                 
"Wimberly Lane" and "Escala Drive."  The Wimberly Lane                          
subdivision, in which we completed construction of 75 developed                 
residential lots during the first quarter of 1999, had 21 of                    
these developed lots remaining at March 31, 2000.  We sold 12 of                
the Wimberly Lane lots during the first quarter of 2000, which                  
represented $1.3 million of the Barton Creek Joint Venture's                    
revenues for the period. In the first quarter of 1999, we sold                  
eight of the Wimberly Lane developed residential lots for $0.8                  
million, which represented all of Barton Creek Joint Venture's                  
revenues for that period. The Escala Drive subdivision, which we                
are currently developing, will consist of 54 multi-acre                         
residential lots when completed. These residential lots will be                 
the largest developed to date within the Barton Creek community.                
Construction of the final of these 54 planned lots is                         
anticipated to be completed by mid-2000.   We sold the initial                  
five Escala Drive residential lots in the first quarter of 2000                 
which contributed $2.1 million to the Barton Creek Joint                        
Venture's revenues. The Barton Creek Joint Venture distributed                  
approximately $2.0 million to the partners in the first quarter                 
of 2000. We recorded our share of the distribution, $1.0 million,               
as a reduction of our notes receivable and related accrued                      
interest relating to the initial sale of land to the joint                      
venture.                                                                        

Walden Partnership                                                              
------------------                                                              
The Walden Partnership is currently marketing single-family           
homesites at the Walden on Lake Houston development in Houston,                 
Texas.  During the three months ended March 31, 2000, the                       
Partnership sold 17 single-family homesites compared with eight                 
single-family homesites during the comparable period last year.                 
At March 31, 2000, the Walden Partnership's outstanding                         
borrowings totaled $3.5 million on its project development loan                 
facility. In September 1998, we deposited $2.5 million of                       
restricted cash with the bank as additional collateral for the                  
related project development loan facility.  However, for every                  
$1.00 of facility's principal that is repaid by the Partnership,                
the bank allows for a $0.30 reduction of our restricted amount.                 
Accordingly, we had a total of $1.3 million deposited within the                
bank's restricted account at March 31, 2000 and $1.5 million at                 
December 31, 1999.                                                              

7000 West                                                                       
---------                                                                       
The first 70,000 square foot office building at the 140,000           
square foot Lantana Corporate Center, which is commonly referred                
to as 7000 West, is fully leased and occupied.  During the first                
quarter of 2000, we completed a transaction admitting Olympus as                
our joint venture partner in the second 70,000 square foot office               
building at 7000 West.  In this transaction, we finalized the                   
second phase of a prior sale of 5.5 acres of commercial real                    
estate to the joint venture.  In early April 2000, we received                  
approximately $0.5 million, which we used to repay outstanding                  
borrowings on our term loan (see Note 5 of "Notes To Financial                  
Statements"                                                                     

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included in our 1999 Annual Report and Form 10-K).                              
Revenues from this sale of $1.1 million and the related gain of                 
approximately $0.9 million have been deferred until the                         
completion of construction and leasing of the second building,                  
which is anticipated to occur by the third quarter of 2000. At                  
that time we anticipate recognizing Olympus' 50.1 percent of the                
sale and related gain of $0.5 million.  In our role as manager,                 
we arranged for a $6.6 million project loan facility for 7000                   
West, which was utilized to construct the first office building.                
The construction of the second building required additional                     
financing, which was provided when we arranged for an additional                
$7.7 million of availability on the 7000 West development loan                  
facility in the first quarter of 2000.  Outstanding borrowings                  
under 7000 West's project loan facility totaled $6.3 million at                 
March 31, 2000.                                                                 

RESULTS OF OPERATIONS               

Summary operating results follow (in thousands):                                

                                                                [Download Table]

                                               First Quarter   
                                             ----------------- 
                                               2000     1999   
                                             -------   ------- 
                                                               
Revenues:                                                      
  Undeveloped properties:                                      
  Recognition of deferred revenues           $   811   $   155 
  Developed properties                           350     1,152 
  Commissions, management fees and other         899       279 
                                             -------   ------- 
  Total revenues                               2,060     1,586 

  Operating loss                                (522)     (218)

  Net income (loss)                            7,278      (479)


Operating Results                                                               
-----------------                                                               
During the first quarters of 2000 and 1999 our              
undeveloped property revenues consisted solely of the recognition               
of previously deferred revenues from the sale of undeveloped real               
estate to unconsolidated affiliates.  When we sell real estate to               
an entity we jointly own with Olympus, we defer recognizing the                 
portion of revenues from the sale related to our interest until                 
all or a portion of the real estate is ultimately sold to                       
unrelated parties.  Our recognition of deferred revenues resulted               
from the Barton Creek Joint Venture's sale of 12 Wimberly Lane                  
single family homesites and five Escala Drive homesites during                  
the first quarter of 2000 compared with sales of eight Wimberly                 
Lane homesites during the first quarter of 1999.  The remaining                 
$5.4 million of deferred revenues, which originally totaled $7.1                
million and resulted from our retained interest in the sales of                 
28 acres and 174 acres of undeveloped residential real estate in                
the Wimberly Lane and Escala Drive subdivisions, respectively, to               
the Barton Creek Joint Venture, will be recognized as this                      
acreage is developed and sold by the Barton Creek Joint Venture.                

Revenues from developed properties represented the sale of            
15 single-family homesites during the first quarter of 2000 and                 
21 single-family homesites for the first quarter of 1999.  We                   
have no remaining developed lots in our Austin or Dallas                        
developments andd  oonly nine remaining developed lots in our                   
Houston and San Antonio developments. Lots available for sale by                
our unconsolidated affiliates are not included in these amounts                 
(see "Unconsolidated Affiliates" aboe).                                         

Commissions, management fees and other revenue totaled $0.8           
million for the first quarter of 2000 compared to $0.3 million                  
for the first quarter of 1999. This increase primarily reflects                 
the increase in sales commissions on properties we sold for the                 
Barton Creek Joint Venture during the first quarter of 2000                     
compared with the same period last year.                                        

Cost of sales increased to $1.6 million for the first                   
quarter of 2000 compared with $1.1 million for the first quarter                
of 1999.  The increase primarily reflects a reimbursement of                    
certain infrastructure costs previously charged to expense or                   
relating to properties previously sold, which reduced cost of                   
sales by $0.8 million during the first quarter of 1999.                         

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General and administrative expenses increased to $1.0                   
million in the first quarter of 2000 from $0.7 million during the               
first quarter of 1999.  The increase primarily reflects increased               
personnel costs offset in part by a decrease in legal expenses.                 
Legal expense has decreased to $0.1 million for the first quarter               
of 2000 from $0.2 million for the first quarter of 1999. The                    
decrease in legal expense reflects reduced activities associated                
with the anticipated ruling from the Texas Supreme Court related                
to a hearing presented in December 1998, that may resolve various               
issues between the City and us.                                                 

During 1995, the Texas State legislature enacted legislation            
that enabled us to create a series of municipal utility districts               
(MUDs) to serve the Barton Creek development.  Once established,                
the MUDs issue bonds, the proceeds of which are used to reimburse               
us for costs related to the installation of major utility,                      
drainage and water quality infrastructure.  During the first                    
quarter of 2000, we received the second of three $1.0 million                   
payments from the City as reimbursement for the costs associated                
with the construction of the Lantana Pump Station.  We used the                 
proceeds from this reimbursement to reduce our outstanding                      
borrowings under our term loan.  During the first quarter of                    
1999, we received approximately $1.1 million in partial                         
reimbursement of infrastructure costs relating to the Barton                    
Creek development, which included $0.8 million related to costs                 
previously expensed (see discussion above). We expect to receive                
additional reimbursements in the future for infrastructure costs                
related to the Barton Creek development from the proceeds of MUD                
bonds issued.  However, the timing and the amount of future                     
Barton Creek MUD reimbursements are uncertain.  For information                 
concerning Circle C MUD reimbursements currently being litigated,               
see "Non-Operating Results" below and Part II, Item 1, "Legal                   
Proceedings."                                                                   

Non-Operating Results                                                           
---------------------                                                           
Interest expense totaled $193,000 during the first quarter              
of 2000 and $269,000 for the first quarter of 1999. The decrease                
reflects an increase in capitalized interest, which totaled                     
$346,000 during the first quarter of 2000 and $253,000 during the               
first quarter of 1999.                                                          

In March 2000, the City approved a settlement agreement of              
all disputes between the City and other Austin-area real estate                 
developers and landowners concerning the Circle C community.                    
Under terms of this settlement, the lawsuits contesting the                     
City's December 1997 annexation of all land within the four                     
Circle C MUDs and the dissolution of the four MUDs have been                    
dismissed with prejudice.  Accordingly, the City's partial                      
payments of our reimbursement claim, currently totaling $10.5                   
million, are no longer subject to  a repayment contingency and we               
have recorded approximately $7.4 million of these previously                    
deferred proceeds in other income. This amount represents that                  
portion of the reimbursed infrastructure expenditures in excess                 
of our remaining basis in these assets as well as related                       
interest income on the reimbursements. The remaining $3.1 million               
was recorded as a reduction of our investment in Circle C.  We                  
are continuing to pursue vigorously our remaining $9.0 million claim,           
exclusive of penalties and interest, against the City,                          
however no amounts have been recorded for these claims as of                    
March 31, 2000.                                                                 

CAPITAL RESOURCES AND LIQUIDITY               

Net cash provided by operating activities totaled $0.1                
million during the first quarter of 2000 compared with a use of                 
$0.9 million during the first quarter of 1999.  The increase                    
primarily reflects a distribution received from the Barton Creek                
Joint Venture, which was recorded as a reduction of our related                 
notes receivable. Cash used in investing activities totaled $0.9                
million during the first quarter of 2000 compared with $1.4                     
million during the same period in 1999, reflecting our net real                 
estate and facilities expenditures. The decrease in our real                    
estate and facilities costs reflect the construction costs of the               
first 70,000 square foot office building at 7000 West being                     
included in our consolidated results until the formation of the                 
7000 West Joint Venture in August 1999.  Financing activities                   
provided cash of $0.2 million during the first quarter of 2000                  
and $2.0 million during the first quarter of 1999 reflecting                    
borrowings on the respective lines of credit available at the                   
time.                                                                           

At March 31, 2000, we had debt of $16.8 million compared to           
debt of $31.2 million at March 31, 1999.  Our outstanding debt at               
March 31, 2000 included $12.5 million outstanding on our term                   
loan, $1.5 million of borrowings under our $10 million revolver,                
both of which mature in December 2002, and $2.8 million of                      
borrowings under our $10 million convertible debt facility with                 
Olympus (see Note 2), which matures in May 2004.  Our revolving                 
line of credit's availability has been reduced by $0.9 million at               
March 31, 2000 in order to make up the shortfall in an interest                 
reserve account.  The balance of funds we deposited into this                   
restricted interest reserve account totaled $1.3 million at March               
31, 2000.  We anticipate fully funding the interest reserve                     

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account during the second quarter making the entire $10 million                 
revolving line of credit available.  For a complete discussion of               
our bank facility see Note 5 included in the "Notes To Financial                
Statements" included in our 1999 Annual Report and Form 10-K.                   

Our future operating cash flows and, ultimately, our ability          
to develop our properties and expand our business will be largely               
dependent on the level of our real estate sales.  In turn, these                
sales will be significantly affected by future real estate                      
values, regulatory issues, development costs, interest rate                     
levels and our ability to continue to protect our land use and                  
development entitlements. Significant development expenditures                  
remain to be incurred for our Austin-area properties prior to                   
their eventual sale. Our capital expenditures during the                        
remainder of 2000 will be limited to essential levels as we work                
to preserve our land use and related rights in various disputes                 
with the City and others, as more fully explained in Part II Item               
1, "Legal Proceedings."  Resolving our entitlement and                          
reimbursement issues with the City remains our primary near-term                
objective.  The timing of our future capital expenditures could                 
be accelerated if disputes over our land use and related rights                 
were to be satisfactorily resolved.                                             

We are continuing to actively pursue additional development           
and management fee opportunities, both individually and through                 
our existing relationships with Olympus and other institutional                 
capital sources.  We continue to be able to obtain capital from                 
Olympus for the development of existing properties in which we                  
desire third-party equity participation, and also believe we can                
obtain bank financing at a reasonable cost for developing our                   
properties. However, obtaining land acquisition financing is                    
generally expensive and uncertain.                                              

CAUTIONARY STATEMENT                

Management's discussion and analysis of financial condition             
and results of operations contains forward-looking statements                   
regarding future reimbursement for infrastructure costs, future                 
events related to financing, the anticipated outcome of                         
litigation and regulatory matters, the expected results of our                  
business strategy and other plans and objectives of management                  
for future operations and activities.   Important factors that                  
could cause actual results to differ materially from our                        
expectations include economic and business conditions, business                 
opportunities that may be presented to and pursued by us, changes               
in laws or regulations and other factors, many of which are                     
beyond our control and other factors that are described in more                 
detail under the heading "Cautionary Statements" in our Annual                  
Report and Form 10-K for the year ended December 31, 1999.                      

----------------------------                
The results of operations reported  and summarized above are  not               
necessarily indicative of future operating results.                             

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PART II. - OTHER INFORMATION                

Item 1.  Legal Proceedings.                                                     

We are involved in various regulatory matters and litigation          
involving entitlement and/or development of our Austin-area                     
properties.  For a detailed discussion on these matters see Item                
3, "Legal Proceedings" and Note 6, "Real Estate" included in our                
1999 Annual Report and Form 10-K.  Below is a summary of the                    
cases in which we are currently involved.                                       

The City's WQPZ Action: The City of Austin, Texas v. Horse Thief                
Hollow Ranch, Ltd., et al., Cause No. 98-00248 (Travis County                   
345th Judicial District Court, Texas filed 1/9/98).  On January                 
9, 1998, the City filed suit in Travis County District Court                    
against 14 Water Quality Protection Zones (WQPZs)  and their                    
owners, including the Barton Creek  WQPZ, challenging the                       
constitutionality of the legislation authorizing the creation of                
water quality zones.  The Attorney General of Texas intervened in               
this suit and the Circle C WQPZ litigation, described below, to                 
join in the defense of the legislation. A summary judgment                      
hearing was conducted in the Travis County District Court on July               
9, 1998.  The District Court entered an order granting the City's               
motion for summary judgment and declaring the WQPZ legislation                  
unconstitutional. All parties agreed to the form of an order                    
which permitted an expedited appeal directly to the Texas Supreme               
Court.  Oral argument was presented to the Texas Supreme Court on               
December 9, 1998.  A ruling is expected in the near future.                     

Circle C WQPZ Litigation: L.S. Ranch, Ltd. And Circle C Land                    
Corp., v. The City of Austin, Texas, Cause No. 97-1048 (Hays                    
County 207th Judicial District Court, Texas filed 10/31/97).                    
Circle C Land Corp., a wholly owned subsidiary of Stratus, filed                
a WQPZ (Circle C WQPZ) covering  a portion of the Circle C                      
development, consisting of  554 acres located outside the                       
boundaries of any municipal utility district.  In November 1997,                
Stratus sought a declaratory judgment in the Hays County District               
Court to confirm the validity of the Circle C WQPZ.                             

On September 4, 1998, the Hays County District Court ruled            
that the WQPZ enabling legislation was constitutional and that                  
the Circle C WQPZ was validly created. The City has appealed the                
Hays County District Court's ruling to the Texas Third Court of                 
Appeals.  Both parties submitted briefs and on September 15, 1999               
oral argument was presented to the Third Court of Appeals.                      

The principal issue involved in this case, the                      
constitutionality of the enabling legislation authorizing the                   
creation of WQPZs, is already pending before the Texas Supreme                  
Court in the City's WQPZ action described above and is expected                 
to be resolved in connection with that case.  Assuming the Texas                
Supreme Court determines that the enabling legislation is                       
constitutional, certain important collateral issues are pending                 
before the Third Court of Appeals.  Those issues, which involve                 
the application of the WQPZ enabling legislation to Stratus' WQPZ               
at Circle C, are expected to be resolved in Stratus' favor.                     

Annexation/Circle C MUD Reimbursement Suit: Circle C Land Corp.                 
v. The City of Austin, Texas, Cause No. 97-13994 (Travis County                 
53rd Judicial District Court, Texas filed 12/19/97). On December                
19, 1997, the City annexed all land formerly lying within the                   
Circle C project. If the City's annexation is valid, Stratus'                   
property located within Circle C's municipal utility districts                  
(MUD) and annexed by the City is subject to the City's zoning and               
development regulations.  Additionally, the City is required to                 
assume all MUD debt and reimburse Stratus for a significant                     
portion of the costs incurred for water, wastewater and drainage                
infrastructure.  Because the City failed to pay these costs upon                
annexation, as required by statute, Stratus sued the City. The                  
City paid a portion of Stratus' claim, as described below. A                    
trial of the balance of Stratus' claim has been set for August 1,               
2000.                                                                           
The City's total reimbursement obligation to the Circle C             
developers, resulting from its annexation, is estimated at $22                  
million.  On October 29, 1999, Circle C Land Corp. and the City                 
reached an agreement in which Stratus received $9.8 million                     
(including $1 million of interest) as partial payment of its MUD                
reimbursement claims. On January 14, 2000, Stratus received an                  
additional $0.3 million from the City resulting from both parties               
agreeing to the adjustment of prior engineering and accounting                  
estimates.  Stratus has received a total of $10.5 million under                 
this partial payment settlement as of March 31, 2000.  Under the                
terms of the agreement, Stratus would be required to return the                 
money to the City and the City would be required to                             

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return the                                                                      
utility infrastructure to Stratus if the City's annexation is                   
reversed or otherwise legally rescinded, whether by legislative                 
action, final action of the appellate court or other legal                      
process.                                                                        

In March 2000, the City approved a settlement agreement of            
all disputes between the City and certain third party developers                
and landowners involved in Circle C.  Under the terms of this                   
settlement, the lawsuits contesting the City's December 1997                    
annexation of all land within the four Circle C MUDs and the                    
dissolution of the four MUDs have been dismissed with prejudice.                
As a result, Stratus' agreement with the City is no longer                    
subject to recission.                                                           

During the 1999 legislative session two laws were enacted             
enhancing Stratus' MUD reimbursement claim against the City, as                 
described in "Legislative Matters" below.  These laws became                    
effective on September 1, 1999, and Stratus is accordingly                      
entitled to penalties and interest on its remaining outstanding                 
delinquent Circle C MUD reimbursements, which are estimated at                  
approximately $9.0 million, exclusive of penalties and interest.                
Stratus will continue to pursue this action vigorously.                         

Legislative Matters:  In the 1997 Texas State legislative                       
session, a bill to reorganize a state governmental agency                       
inadvertently repealed the provisions of law (H.B. 4 and S.B.                   
1704), that established grandfathered rights for previously                     
permitted lands.  In response to the legislature's inadvertent                  
repeal, the City enacted an ordinance establishing regulations on               
land development that effectively eliminated the grandfathered                  
rights.  The City attempted to apply these regulations to                       
portions of Stratus' Circle C and Lantana properties.  In                       
response, Stratus undertook to assert and defend its                            
grandfathered entitlements vigorously.  In April 1999, the Texas                
State House of Representatives and Senate vveerrwwhheellmingly approved         
H.B. 1704, which reinstated the grandfathered rights previously                 
inadvertently repealed.  This bill became law effective on May                  
11, 1999.                                                                       

Three other laws were enacted during the second quarter of              
1999, which are expected to have a positive impact on Stratus'                  
development rights for its Austin-area properties and strengthen                
its position in collecting the Circle C MUD reimbursements                      
currently being litigated (see "Annexation/Circle C MUD                         
Reimbursements Suit" above).  The three laws enacted are: S.B.                  
262, which requires a municipality that annexed property in a MUD               
to pay penalties and interest on utility infrastructure                         
reimbursements associated with the annexed properties that are                  
not timely paid by the municipality; S.B. 1165, which validates                 
the creation of existing water quality protection zones; and S.B.               
89, which requires a municipality to pay developers for utility                 
infrastructure within a MUD controlled and operated by a                        
municipality in conjunction with an annexation, regardless of                   
whether or not the municipality's annexation is ultimately                      
validated.                                                                      

Item 4.  Submission of Matters to a Vote of Security Holders.                   

(a)  Our Annual Meeting of Stockholders was held May 11,              
2000 (the Annual Meeting).  Proxies were solicited pursuant to                  
Regulation 14A under the Securities Exchange Act of 1934, as                    
amended.                                                                        

(b)  At the Annual Meeting James C. Leslie was elected to             
serve until the 2003 Annual Meeting of Stockholders.  In addition               
to the director elected at the Annual Meeting, the terms of the                 
following directors continued after the Annual Meeting: Robert L.               
Adair III, William H. Armstrong III, and Michael D. Madden.                     

(c)  At the Annual Meeting, holders of Stratus' Common Stock          
elected one director with the number of votes cast for or                       
withheld from the nominee as follows:                                           

Name                    For          Withheld                         
---------------           ----------      ---------                             
James C. Leslie           13,610,839         51,912                             

With respect to the election of the director, there were no abstentions.        

At the Annual Meeting, the stockholders also voted on and             
approved a proposal to ratify the appointment of Arthur Andersen                
LLP to act as the independent auditors to audit our and our                     
subsidiaries' financial statements for the year 2000. Holders of                
13,600,954 shares voted for, holders of 41,415 shares voted                     
against and holders of 20,382 shares abstained from voting on,                  
such proposal.                                                                  

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Item 6.  Exhibits and Reports on Form 8-K.                                      

(a)  The exhibits to this report  are listed in the  Exhibit          
Index appearing on page E-1 hereof.                                             

(b)  The registrant  filed no  Current Reports  on Form  8-K          
during the period covered  by this Quarterly Report  on     
Form 10-Q.                                                  

SIGNATURE               

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

STRATUS PROPERTIES INC. 

       By: /s/ C. Donald Whitmire, Jr.
          ----------------------------
          C. Donald Whitmire Jr.
           Vice President & Controller
           (authorized signatory and
             Principal Accounting Officer)

Date: May 12, 2000                                                              

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17

STRATUS PROPERTIES INC.               
EXHIBIT INDEX               

Exhibit                                                                     
Number                                                                      
3.1          Amended and Restated Certificate of Incorporation              
of Stratus.  Incorporated by reference to Stratus'          
Exhibit 3.1 to 1998 Form 10-K.                              

3.2          By-laws of Stratus, as amended as of February 11,              
1999. Incorporated by Reference to Exhibit 3.2 to           
Stratus' 1998 Form 10-K.                                    

4.1          Stratus' Certificate of Designations of Series A               
Participating Cumulative Preferred Stock.  Incorporated     
by reference to Exhibit 4.1 to Stratus' 1992 Form 10-K.     

4.2          Rights Agreement dated as of May 28, 1992 between              
Stratus and Mellon Securities Trust Company, as Rights      
Agent.  Incorporated by reference to Exhibit 4.2 to         
Stratus' 1992 Form 10-K.                                    

4.3          Amendment No. 1 to Rights Agreement dated as of                
April 21, 1997 between Stratus and the Rights Agent.        
Incorporated by reference to Exhibit 4 to Stratus'          
Current Report on Form 8-K dated April 21, 1997.            

4.4          The loan agreement by and between Comerica Bank-               
Texas and Stratus Properties Inc., Stratus Properties       
Operating Co., L.P., Circle C Land Corp. and Austin 290     
Properties Inc. dated December 21, 1999.  Incorporated      
by reference to Exhibit 4.4 to Stratus 1999 Form 10-K.      

4.5          Certificate of Designations of the Series B                    
Participating Preferred Stock of Stratus Properties         
Inc.  Incorporated by reference to Exhibit 4.1 to           
Stratus' Current Report on Form 8-K dated June 3, 1998.     

4.6          Investor Rights Agreement, dated as of May 22,                 
1998, by and between Stratus Properties Inc. and            
Oly/Stratus Equities, L.P. Incorporated by reference to     
Exhibit 4.2 to Stratus' Current Report on Form 8-K          
dated June 3, 1998.                                         

4.7          Loan Agreement, dated as of May 22, 1998, by and               
among Stratus Ventures I Borrower L.L.C., Oly Lender        
Stratus, L.P. and Stratus Properties Inc. Incorporated      
by reference to Exhibit 4.3 to Stratus' Current Report      
on Form 8-K dated June 3, 1998.                             

10.1           Amended and Restated Services Agreement, dated as of             
December 23, 1997 between FM Services Company and           
Stratus. Incorporated by reference to Exhibit 10.2 to       
Stratus' 1997 Form 10-K.                                    

10.2           Joint Venture Agreement between Freeport-McMoRan                 
Resource Partners, Limited Partnership and the              
Partnership, dated June 11, 1992.  Incorporated by          
reference to Exhibit 10.3 to Stratus' 1992 Form 10-K.       

10.3           Development and Management Agreement dated and                   
effective as of June 1, 1991 by and between Longhorn        
Development Company and Precept Properties, Inc. (the       
"Precept Properties Agreement"). Incorporated by            
reference to Exhibit 10.8 to Stratus' 1992 Form 10-K.       

10.4           Assignment dated June 11, 1992 of the Precept                    
Properties Agreement by and among FTX (successor by         
merger to FMI Credit Corporation, as successor by           
merger to Longhorn Development Company), the                
Partnership and Precept Properties, Inc. Incorporated       
by reference to Exhibit 10.9 to Stratus' 1992 Form 10-K.    

10.5          Master Agreement, dated as of May 22, 1998, by and                
among Oly Fund II GP Investments, L.P., Oly Lender          
Stratus, L.P., Oly/Stratus Equities, L.P., Stratus          
Properties Inc. and Stratus Ventures I Borrower L.L.C.      
Incorporated by reference to Exhibit 99.1 to Stratus'       
Current Report on Form 8-K dated June 3, 1998.              

10.6          Securities Purchase Agreement, dated as of May 22,                
1998, by and between Oly/Stratus Equities, L.P. and         
Stratus Properties Inc. Incorporated by reference to        
Exhibit 99.2 to Stratus' Current Report on Form 8-K         
dated June 3, 1998.                                         

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E-1

10.7           Oly Stratus Barton Creek I Amended and Restated Joint            
Venture Agreement between Oly ABC West I, L.P. and          
Stratus ABC West I, L.P. dated December 28, 1999.           
Incorporated by reference to Exhibit 10.7 to the            
Stratus 1999 Form 10-K.                                     

10.8           Amendment No. 1 to the Oly Stratus ABC West I Joint              
Venture Agreement dated November 9, 1998. Incorporated      
by reference to Exhibit 10.11 to the Stratus 1998 Third     
Quarter 10-Q.                                               

10.9           Management Agreement between Oly Stratus ABC West I              
Joint Venture and Stratus Management L.L.C. dated           
September 30, 1998. Incorporated by reference to            
Exhibit 10.12 to the Stratus 1998 Third Quarter 10-Q.       

10.10          Loan Agreement dated September 30, 1998 between                  
Oly Stratus ABC West I Joint Venture and Oly Lender         
Stratus, L.P. Incorporated by reference to Exhibit          
10.13 to the Stratus 1998 Third Quarter 10-Q.               

10.11          General Partnership Agreement dated April 8, 1998                
by and between Oly/Houston Walden, L.P. and Oly/FM          
Walden, L.P. Incorporated by reference to Exhibit 10.14     
to the Stratus 1998 Third Quarter 10-Q.                     

10.12          Amendment No. 1 to the General Partnership                       
Agreement dated September 30, 1998 by and among             
Oly/Houston Walden, L.P., Oly/FM Walden, L.P. and           
Stratus Ventures I Walden, L.P.  Incorporated by            
reference to Exhibit 10.15 to the Stratus 1998 Third        
Quarter 10-Q.                                               

10.13          Development Loan Agreement dated September 30,                   
1998 by and between Oly Walden General Partnership and      
Bank One, Texas, N.A. Incorporated by reference to          
Exhibit 10.16 to the Stratus 1998 Third Quarter 10-Q.       

10.14          Guaranty Agreement dated September 30, 1998 by and               
between Oly Walden General Partnership and Bank One,        
Texas, N.A. Incorporated by reference to Exhibit 10.17      
to the Stratus 1998 Third Quarter 10-Q.                     

10.15          Management Agreement dated April 9, 1998 by and                  
between Oly/FM Walden, L.P. and Stratus Management,         
L.L.C. Incorporated by reference to Exhibit 10.18 to        
the Stratus 1998 Third Quarter 10-Q.                        

10.16          Amended and Restated Joint Venture Agreement dated               
August 16, 1999 by and between Oly Lantana, L.P., and       
Stratus 7000 West, Ltd. Incorporated by reference to        
Exhibit 10.18 to the Quarterly Report on Form 10-Q of       
Stratus for the Quarter ended September 30, 1999. ("the     
Stratus 1999 Third Quarter 10-Q".)                          

10.17          The Reimbursement Claim Agreement dated October                  
29, 1999 by an between Circle C Land Corp. and the City     
of Austin.   Incorporated by reference to Exhibit 10.19     
to the Stratus 1999 Third Quarter 10-Q.                     

10.18          Guaranty Agreement dated December 31, 1999 by and                
between Stratus Properties Inc. and Comerica Bank-          
Texas.                                                      

10.19          Guaranty Agreement dated February 24, 2000 by and                
between Stratus Properties Inc. and Comerica Bank-          
Texas.                                                      

Executive Compensation Plans and Arrangements (Exhibits     
10.20 through 10.23)                                        

10.20          Stratus' Performance Incentive Awards Program, as                
amended effective February 11, 1999. Incorporated by        
reference to Exhibit 10.18 to Stratus' 1998 Form 10-K.      

10.21          Stratus Stock Option Plan, as amended.                           
Incorporated by reference to Exhibit 10.9 to Stratus'       
1997 Form 10-K.                                             

10.22          Stratus 1996 Stock Option Plan for Non-Employee                  
Directors, as amended. Incorporated by reference to         
Exhibit 10.10 to Stratus' 1997 Form 10-K.                   

10.23          Stratus Properties Inc. 1998 Stock Option Plan as                
amended effective February 11, 1999. Incorporated by        
reference to Exhibit 10.21 to Stratus' 1998 Form 10-K.      

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15.1           Letter dated May 1, 2000 from Arthur Andersen LLP                
regarding the unaudited financial statements.             

27.1           Financial Data Schedule.                                         

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	8/1/00	13
Filed on:	5/12/00	15
	5/11/00	14		DEF 14A
	5/1/00	8	18
For Period End:	3/31/00	1	13
	2/24/00	17
	1/19/00	8
	1/14/00	13
	12/31/99	8	17	10-K405
	12/28/99	17		8-K
	12/21/99	16
	10/29/99	13	17
	9/30/99	17		10-Q
	9/15/99	13
	9/1/99	14
	8/16/99	17
	5/11/99	14
	3/31/99	5	11	10-Q
	2/11/99	16	17
	12/9/98	13
	11/9/98	17
	9/30/98	17		10-Q
	9/4/98	13
	7/9/98	13
	6/3/98	16		8-K
	5/22/98	16
	4/9/98	17
	4/8/98	17
	1/9/98	13
	12/23/97	16
	12/19/97	13
	4/21/97	16
	6/11/92	16
	5/28/92	16
				List all Filings

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Filing Submission 0000885508-00-000002 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Stratus Properties Inc – ‘10-Q’ for 3/31/00

On: Friday, 5/12/00, at 5:21pm ET · For: 3/31/00 · Accession #: 885508-0-2 · File #: 0-19989

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Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Quarterly Report
Document Table of Contents