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Stratus Properties Inc – ‘10-Q’ for 6/30/98

As of: Thursday, 8/13/98 · For: 6/30/98 · Accession #: 885508-98-10 · File #: 0-19989

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

 8/13/98  Stratus Properties Inc            10-Q        6/30/98    4:77K

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      18     89K 
 2: EX-10       Material Contract                                     11     46K 
 3: EX-15       Letter re: Unaudited Interim Financial Information     1      6K 
 4: 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 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Financial Statements
9	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Results of Operations
10	Capital Resources and Liquidity
12	Item 1. Legal Proceedings
13	Item 4. Submission of Matters to a Vote of Security Holders
14	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 18 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMIISSSION        
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 June 30, 1998           

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         

Registrant's telephone number, including area code: (512) 478-5788      

FM Properties Inc.          
1615 Poydras Street           
New Orleans, Louisiana  70112           
(Former name and address, if changed since last report)           

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 June 30, 1998, 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   
Remarks                                         8   
Report of Independent Public Accountants          9     
Management's Discussion and Analysis                    
of Financial Condition and Results of               
Operations                                     10   
Part II.  Other Information                        13       

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)                    

                                                June 30,   December 31,
                                                  1998        1997     
                                               ---------   ----------  
                                                    (In Thousands)     
                                                                       
ASSETS                                                                 
Current assets:                                                        
Cash and cash equivalents                       $  1,900   $      873  
Accounts receivable:                                                   
   Property sales                                    766        1,265  
   Other, including income tax of  $140,000          724          316  
Prepaid expenses                                     301          473  
                                                --------   ----------  
  Total current assets                             3,691        2,927  
Real estate and facilities, net                  103,411      105,274  
Other assets                                       6,934        4,553  
                                                --------   ----------  
Total assets                                    $114,036   $  112,754  
                                                ========   ==========  

LIABILITIES AND STOCKHOLDERS' EQUITY                                   
Accounts payable and accrued liabilities        $  1,558   $    1,231  
Accrued interest, property taxes and other         1,091        1,789  
                                                --------   ----------  
  Total current liabilities                        2,649        3,020  
Long-term debt                                    31,118       37,118  
Other liabilities                                  5,704        6,009  
Mandatorily redeemable preferred stock            10,000        -      
Stockholders' equity                              64,565       66,607  
                                                --------   ----------  
Total liabilities and stockholders' equity      $114,036   $  112,754  
                                                ========   ==========  

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

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                                                                [Download Table]

                   STRATUS PROPERTIES INC.                                
              STATEMENTS OF OPERATIONS (Unaudited)                        

                                   Three Months Ended   Six Months Ended  
                                        June 30,            June 30,      
                                   -----------------   -----------------  
                                     1998      1997      1998      1997   
                                   -------   -------   -------   -------  
                                  (In Thousands, Except Per Share Amounts)
                                                                          
Revenues                           $ 3,408   $ 5,191   $ 6,063   $20,261  
Costs and expenses:                                                       
Cost of sales                        3,005     2,752     4,653    14,535  
General and administrative                                                
 expenses                            1,107       683     2,499     1,479  
                                   -------   -------   -------   -------  
  Total costs and expenses           4,112     3,435     7,152    16,014  
                                   -------   -------   -------   -------  
Operating income (loss)               (704)    1,756    (1,089)    4,247  
Interest expense, net                 (478)     (524)     (985)   (1,061) 
Other income, net                       22       736        31       758  
                                   -------   -------   -------   -------  
Income (loss) before                                                      
 income taxes and minority                                                
 interest                           (1,160)    1,968    (2,043)    3,944  
Income tax provision                     -      (220)        -      (220) 
Minority interest                        -        (4)        -        (8) 
                                   -------   -------   -------   -------  
Net income (loss)                  $(1,160)  $ 1,744   $(2,043)  $ 3,716  
                                   =======   =======   =======   =======  

Net income (loss) per share:                                              
  Basic                             $(0.08)    $0.12    $(0.14)    $0.26  
                                    ======     =====    ======     =====  
  Diluted                           $(0.08)    $0.12    $(0.14)    $0.26  
                                    ======     =====    ======     =====  
Average shares outstanding:                                               
  Basic                             14,288    14,286    14,288    14,286  
                                    ======    ======    ======    ======  
  Diluted                           14,288    14,468    14,288    14,444  
                                    ======    ======    ======    ======  

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)                       

                                                      Six Months Ended   
                                                          June 30,       
                                                    -------------------- 
                                                     1998         1997   
                                                    -------      ------- 
                                                       (In Thousands)    
                                                                         
Cash flow from operating activities:                                     
Net income (loss)                                   $(2,043)     $ 3,716 
Adjustments to reconcile net income                                      
  to net cash provided by                                                
  operating activities:                                                  
  Depreciation and amortization                          36           58 
  Cost of real estate sold                            4,939       16,207 
  Minority interest share of net income                 -              8 
  (Increase) decrease in working capital:                                
   Accounts receivable and other                        263        1,619 
   Accounts payable and accrued liabilities            (370)      (3,296)
  Other                                              (2,687)        (226)
                                                    -------      ------- 
Net cash provided by operating activities               138       18,086 
                                                    -------      ------- 
Cash flow from investing activities:                                     
Real estate and facilities                           (3,111)      (4,891)
                                                    -------      ------- 
Net cash used in investing activities                (3,111)      (4,891)
                                                    -------      ------- 

Cash flow from financing activities:                                     
Proceeds from preferred stock issuance               10,000            - 
Repayment of debt, net                               (6,000)     (12,632)
                                                    -------      ------- 
Net cash provided by (used in) financing activities   4,000      (12,632)
                                                    -------      ------- 
Net increase in cash and cash equivalents             1,027          563 
Cash and cash equivalents at beginning of year          873        2,108 
                                                    -------      ------- 
Cash and cash equivalents at end of period          $ 1,900      $ 2,671 
                                                    =======      ======= 

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

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STRATUS PROPERTIES INC.               
NOTES TO THE FINANCIAL STATEMENTS             

1.  BASIS OF PRESENTATION                                                       
Stratus  Properties  Inc.  (STRS  or  the  Company)  formerly  FM               
Properties Inc.,  operates through  a partnership  in which  STRS               
owned a  99.8  percent interest  until  December 1997  when  STRS               
acquired the  remaining 0.2  percent  interest from  the  outside               
managing partner (See Note 1  of "Notes to Financial  Statements"               
in the 1997 Annual  Report on Form  10-K).  As  a result of  this               
acquisition,  STRS  restated  previously  reported  interim  1997               
financial  results  to   reflect  application  of   consolidation               
accounting for its partnership investment rather than the  equity               
method.                                                                         

2.  NEW ACCOUNTING STANDARDS                                                    
In February 1997, the Financial Accounting Standards Board (FASB)               
issued Statement of  Financial Accounting  Standards (SFAS)  128,               
"Earnings  Per  Share,"  which  simplifies  the  computation   of               
earnings per share (EPS).   STRS adopted SFAS  128 in the  fourth               
quarter of 1997 and restated prior years' EPS data as required by               
SFAS 128.                                                                       

Basic net income (loss) per share was calculated by  dividing           
net income  applicable to  common stock  by the  weighted-average               
number of common shares outstanding  during the period.   Diluted               
net income (loss)  per share of  common stock  was calculated  by               
dividing net income applicable to  common stock by the  weighted-               
average number  of common  shares outstanding  during the  period               
plus the net effect of dilutive stock options, which  represented               
approximately 182,000 and  158,000 shares in  the second  quarter               
and six months  of 1997,  respectively. The  Company had  options               
outstanding to  purchase a  total  of approximately  320,000  and               
345,000 common  shares excluded  from  the calculation  as  anti-               
dilutive considering the  losses reported in  the second  quarter               
and six month periods of 1998, respectively.                                    

Outstanding options  to purchase 514,000  and 225,000  shares           
of common stock at average exercise prices of $5.78 and $5.25 per               
share for the second quarter of 1998 and 1997, respectively,  and               
outstanding options  to purchase  289,000 and  225,000 shares  of               
common stock at average  exercise prices of  $6.19 and $5.25  per               
share  for  the  six  months  ended  June  30,  1998  and   1997,               
respectively, were not included in the computation of diluted net               
income (loss) per share because exercise prices were greater than               
the average market price for the periods presented.                             

In June  1998, the  FASB issued  SFAS 133,  "Accounting  for          
Derivative Instruments and  Hedging Activity," which  establishes               
accounting  and   reporting   standards  requiring   that   every               
derivative instrument (including  certain derivative  instruments               
embedded in other contracts) be recorded in the balance sheet  as               
either an asset or  liability measured at its  fair value.   SFAS               
133 is effective for fiscal years  beginning after June 15,  1999               
with earlier application permitted beginning as early as July  1,               
1998. As STRS does not currently have any derivative  instruments               
adoption of  this  standard would  not  have any  impact  on  its               
financial  statements,   financial   position   or   results   of               
operations.                                                                     

3. LONG-TERM DEBT                                                               
In  December  1997,  STRS  entered  into  a  restructured  credit               
facility consisting of a $35.0 million revolving credit  facility               
and  a  $15.0  million   term  loan  facility,  with   individual               
borrowings bearing interest at rates  based on the lead  lender's               
prime rate or LIBOR, at STRS'  option.  The aggregate  commitment               
will decline to $35.0 million on  January 1, 1999, $15.0  million               
on January 1, 2000  and will be eliminated  on January 1, 2001.                 
Accordingly, the Company would classify any borrowings in  excess               
of $35 million  as current  maturities of  long-term debt  during               
1998.  As of  June 30, 1998, borrowings  totaled $31.1 million.                 
IMC Global Inc. (IGL) has  guaranteed amounts borrowed under  the               
facility in exchange for an annual fee, payable quarterly,  equal               
to the difference between  STRS' cost of LIBOR-funded  borrowings               
before the assumption of the guarantee by IGL and the rate on the               
LIBOR-funded loans under the new  facility. STRS cannot amend  or               
refinance the facility  without IGL's consent.   As  of June  30,               
1998, $17.9 million of  additional borrowing was available  under               
the facility through December 31, 1998. For further discussion of               
the restructured credit  facility, see Note  4 of  "Notes to  the               
Financial Statements" in STRS' 1997 Annual Report on Form 10-K.                 

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4. OLYMPUS TRANSACTION                                                          
On May 26,  1998, STRS and  Olympus Real  Estate Corporation,  an               
affiliate of Hicks, Muse, Tate & Furst strategic alliance to develop            
certain  of STRS' 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  STRS               
mandatorily redeemable preferred  stock, provided  a $10  million               
convertible debt financing  facility to STRS  and agreed to  make               
available up to  $50 million of  additional capital  representing               
its share of direct investments in joint STRS/Olympus projects.                 
Olympus has the right to nominate up to 20 percent of STRS' Board               
of Directors.                                                                   

The $10 million mandatorily  redeemable preferred stock  was          
issued at a stated of $5.84 per share, the average closing  price               
of STRS common stock  during the 30 trading  days ended March  2,               
1998. STRS used the proceeds from the sale of these securities to               
repay debt.  For further discussion about mandatorily  redeemable               
preferred stock see Note 5 below.                                               

The $10 million  convertible debt facility  is available  to          
STRS in whole or in part for a  period of six years from May  22,               
1998 and  is intended  to fund  STRS'  equity investment  in  new               
STRS/Olympus joint venture opportunities involving properties not               
currently owned by STRS.  There  have been no borrowings on  this               
convertible debt facility  through July 20,  1998.  The  interest               
rate on any amounts outstanding under this facility is 12 percent               
per year  and  is  payable quarterly  or  accrued  and  added  to               
principal at Olympus'  option.  Outstanding  principal under  the               
facility is  convertible at  any time  by  the holder  into  STRS               
common stock at a conversion price of $7.31, which is 125 percent               
of the average closing price of  STRS common stock during the  30               
trading days ended March 2, 1998.   If not converted into  common               
stock, the convertible debt must mature on May 22, 2004.  If  the               
combination of  interest  at 12  percent  and the  value  of  the               
conversion right  does not  provide Olympus  with at  least a  15               
percent annual  return on  the convertible  debt, STRS  must  pay               
Olympus additional interest  upon retirement  of the  convertible               
debt in an amount necessary to yield a 15 percent annual  return.               
The convertible debt is non-recourse to STRS and will be secured              
solely  by   STRS'  interest   in  STRS/Olympus   joint   venture               
opportunities financed with the proceeds of the convertible debt.               

Through May 22, 2001, Olympus  has agreed to make  available          
up to $50 million for its share of capital for direct investments               
in STRS/Olympus joint acquisition and development activities.  In               
return, STRS has provided Olympus with  a right of first  refusal               
to participate for no less than a 50 percent interest in all  new               
acquisition and development projects on properties not  currently               
owned by STRS, as well  as development opportunities on  existing               
properties in which STRS seeks third-party equity participation.                

5.  MANDATORILY REDEEMABLE PREFERRED STOCK                                      
STRS has outstanding 1,712,328  shares of mandatorily  redeemable               
preferred stock, stated value of $5.84 per share.  Each share  of               
preferred stock will share  dividends and distributions, if  any,               
ratably  with  STRS  common  stock.    The  preferred  stock   is               
redeemable at the holder's option at any time after May 22, 2001,               
for cash  in an  amount per  share  equal to  95 percent  of  the               
average closing  price  per share  of  common stock  for  the  10               
trading days  preceding the  redemption date  (the "common  stock               
equivalent value") or, at  STRS' option, after  May 22, 2003  for               
the greater of the common stock equivalent value or their  stated               
value per share, plus accrued and unpaid dividends, if any.   The               
preferred stock must  be redeemed no  later than May  22, 2004.                 
STRS has the option to satisfy the redemption with shares of  its               
common stock on  a one-for-one  share basis,  subject to  certain               
limitations.                                                                    

6.  LITIGATION                                                                  
STRS is involved in numerous pending litigation matters with  the               
City  of  Austin  and  others,  which  may  affect  its  property               
development entitlements and  ability to secure reimbursement  of               
approximately $25 million  relating to development of its  Circle               
C property. Refer to Item 3 "Legal Proceedings" and Note 3  "Real               
Estate" in the Company's Annual Report on Form 10-K for the  year               
ended December  31,  1997  for  a  detailed  discussion  of  such               
litigation  matters.   For   discussion  of   litigation   events               
subsequent to the Annual  Report on Form  10-K refer to  "Capital               
Resources and Liquidity" and Part II - Other information,  "Legal               
Proceedings" included elsewhere  in this interim  report on  Form               
10-Q.                                                                           

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--------------------                

Remarks               

The information furnished  herein should be  read in  conjunction               
with STRS'  financial statements  contained  in its  1997  Annual               
Report to stockholders included in its Annual Report on 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. (the Company), a Delaware corporation, as               
of June 30, 1998,  and the related  statements of operations  for               
the three and six-month periods ended June 30, 1998 and 1997, and               
the statements of cash flow for the six-month periods ended  June               
30,  1998  and  1997.     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   generally  accepted   auditing               
standards, 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  generally               
accepted accounting principles.                                                 

We have previously audited, in accordance with generally accepted               
auditing standards, the balance sheet of Stratus Properties  Inc.               
as  of  December  31,  1997,   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 20,               
1998, 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, 1997, is fairly stated, in all material respects, in relation               
to the balance sheet from which it has been derived.                            

     /s/ ARTHUR ANDERSEN LLP

San Antonio, Texas                                                              
July 21, 1998                                                                   

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

OVERVIEW                

Stratus Properties Inc. (STRS or  the Company) is engaged  in           
the  acquisition,  development   and  sale   of  commercial   and               
residential real estate properties.  STRS' principal real  estate               
holdings  are  in   the  Austin,  Texas   area  and  consist   of               
approximately 2,500 acres of undeveloped residential, multifamily               
and commercial  property  within the  Barton  Creek  development,               
approximately 1,300 acres  of undeveloped  commercial and  multi-               
family property  within  the  Circle  C  Ranch  development,  and               
approximately 500 acres of undeveloped residential,  multi-family               
and commercial property known as the Lantana tract, south of  and               
adjacent to the Barton Creek development.                                       

STRS  also  owns  or  has  interests  in  approximately  190          
developed lots, 200 acres of undeveloped residential property and               
75 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               
professional real  estate developers  who have  been retained  to               
provide  master   planning,  zoning,   permitting,   development,               
construction and marketing  services for the  properties.   Under               
the terms of these agreements, operating expenses and development               
costs, net of revenues,  are funded by  STRS, and the  developers               
are entitled to a management fee and a 25 percent interest in the               
net profits,  after recovery  by STRS  of its  investments and  a               
stated return, resulting from the sale of properties under  their               
management.                                                                     

DEVELOPMENT ACTIVITIES                

STRS is currently developing ABC West-Phase I of its  Barton          
Creek project, which  is expected to  yield approximately 85  new               
single-family  homesites   in  early   1999.     Development   is               
progressing  at  several  other  sections  of  the  Barton  Creek               
project, including  the  construction of  utility  infrastructure               
which will  serve a  significant portion  of the  2,500 acres  of               
undeveloped property at Barton Creek, and preliminary development               
of  approximately  200   new  single-family  homesites,   located               
adjacent to a  new Tom Fazio-designed  golf course. STRS  expects               
these homesites to be available for  sale in 1999.  STRS  expects               
to complete these projects  as scheduled, however permitting  and               
entitlement issues now  being litigated  raise uncertainty  about               
the timing of completion of the projects.                                       

At the  Lantana  project,  STRS  is  nearing  completion  on          
construction of a  water system  that will  provide the  required               
water  volume  and  pressure  to  serve  the  approximately   500               
undeveloped acres  remaining in  the project.   The  property  is               
planned  to  accommodate  up  to  2.5  million  square  feet   of               
commercial space, 1,100 multi-family units, and 330 single-family               
lots.  STRS expects to commence site work in August on the 70,000               
square foot  first  phase  of its  140,000  square  foot  Lantana               
Corporate Center.  The  project has  received  from the  City  of               
Austin final zoning,  subdivision plat and  site plan  approvals.               
STRS is currently pursuing the final development permits for  the               
330 lots which represent the residential component of the Lantana               
project. STRS anticipates the first phase of this project  being              
completed during 1999.                                                          

                                                                [Download Table]

                      RESULTS OF OPERATIONS                           

     STRS' summary operating results follow (In Thousands):           

                              Second Quarter           Six Months     
                           -------------------     -------------------
                             1998       1997         1998       1997  
                           --------   --------     --------   --------
                                                                      
Revenues:                                                             
  Developed properties     $  3,408   $  1,351     $  5,793   $  5,190
  Undeveloped properties                                              
      and other                 -        3,840          270     15,071
                           --------   --------     --------   --------
Total revenues                3,408      5,191        6,063     20,261

Operating income (loss)        (704)     1,756       (1,089)     4,247

Net income (loss)            (1,160)     1,744       (2,043)     3,716


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Revenues from developed  properties represented  the sale  of           
64 and 108 single-family units during the second quarter and six-               
month periods of 1998, respectively, compared with the sale of 24               
and 85  single-family homesites,  respectively, during  the  1997               
periods. The increase  in sales of  single-family homesites  from               
prior years  levels represented  sales primarily  in Houston  and               
Dallas.  Undeveloped property  revenues for the six-month  period               
of 1998 were  the result of  the first quarter  1998 sale of  two               
acres of undeveloped commercial property, compared with the  sale               
of 68 and  194 acres of  undeveloped commercial and  multi-family               
property during the second-quarter and six-month periods of 1997,               
respectively.  Reduced revenues during the second quarter and six               
months  ended  June  30,  1998  resulted  from  lower  sales   of               
undeveloped properties.   The Company, has  initiated a  business               
strategy to  develop single-family  homesites and  is  evaluating               
several commercial development opportunities rather than  selling               
undeveloped property.  This strategy  will enable the Company  to               
capture the development profits  associated with its  undeveloped               
properties, but will   result in relatively  low revenues in  the               
short term.                                                                     

Operating results were adversely  affected by an increase  in           
general and administrative expenses resulting primarily from  the               
Company's ongoing efforts to resolve through litigation  attempts               
by the  City  of Austin  to  restrict the  Company's  development               
entitlements and to  secure reimbursements  of approximately  $25               
million of infrastructure costs incurred  in the development of                 
the Circle C property. Legal expenses for the second quarter  and               
six months of  1998 totaled approximately  $0.4 million and  $1.0               
million, respectively.  The increased general and  administrative               
expenses were partially offset by reimbursement of infrastructure               
costs, which  were previously  charged  to expense,  relating  to               
properties previously sold of  approximately $0.8 million,  which               
reduced  cost  of  sales  in  the  first  quarter  of  1998  (see               
discussion below).                                                              

During  1995,  legislation  was  enacted  that  enabled   the           
Company 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 the               
Company for costs related to  the installation of major  utility,               
drainage and water quality infrastructure.  During the first  six               
months of 1998, the  Company received approximately $2.8  million               
in partial reimbursement of infrastructure costs relating to  the               
Barton Creek and Circle C developments.   The proceeds were  used               
in part to  fund current  development expenditures  and to  repay               
debt.  The Company  expects to receive additional  reimbursements               
for previously  incurred  infrastructure  costs  related  to  the               
Barton Creek development from the proceeds of MUD bonds issued in               
the future.    However,  the timing  and  the  amount  of  future               
reimbursements are  uncertain.    See Part  II,  Item  1,  "Legal               
Proceedings"  for  information  regarding  litigation  concerning               
these reimbursable costs.                                                       

Net interest  expense totaled  $478,000 and  $985,000 in  the           
1998  second   quarter and  six-months   periods,   respectively,               
compared to $524,000 and $1,061,000  during the same periods  one               
year ago. The decrease reflects lower average debt outstanding in               
the current  year.   In addition,  capitalized interest  for  the               
second quarter and six-months periods of 1997 was $(418,000)  and               
$(870,000), respectively, compared  to $(144,000) and  $(294,000)               
for the comparable periods of 1998.                                             

CAPITAL RESOURCES AND LIQUIDITY               

Net cash provided by operations totaled $0.1 million  during          
the six months ended  June 30, 1998  compared with $18.1  million               
during the six months ended June 30, 1997.  The decrease reflects               
the substantial  reduction of  undeveloped commercial  properties               
sold during the  first six months  of 1998. Financing  activities               
provided cash of $4.0  million during the  six months ended  June               
30,  1998  from  the  issuance  of  the  mandatorily   redeemable               
preferred stock associated  with the  Olympus deal  (see Note  4)               
offset in part by  net repayments of debt.   The excess  proceeds               
were used to  fund real  estate development  expenditures.   Debt               
repayments of $12.6 million were made during the six months ended               
June 30, 1997. Higher revenues in the prior year, mainly from the               
sale of undeveloped  properties, allowed  the Company   to  repay               
outstanding debt.                                                               

The Company's sales activity  slowed substantially in  early          
1998 and will continue at reduced levels during the remainder  of               
the year because  of the  Company's strategy  to develop  single-               
family homesites while evaluating certain commercial  properties,               
as indicated  in  "Results  of Operations"  above.                              

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Development expenditures during the first six months of 1998 were funded        
largely from  borrowings  under the  Company's  credit  facility,               
which provides aggregate available credit of $50 million  through               
December 31, 1998, reducing to  $35 million through December  31,               
1999 and $15  million through  December 31,  2000.   At June  30,               
1998, outstanding  debt  totaled  $31.1 million  and  the  amount               
available under the facility through December 31, 1998 was  $17.9               
million.  Anticipated capital  expenditures for the remainder  of               
1998 are  expected  to  be funded  by  operating  cash  flow  and               
additional  borrowings,   with   the  level   of   such   capital               
expenditures  subject  to  change  based  on  the  resolution  of               
ownership  of  certain  reimbursements  of  previously   incurred               
infrastructure costs and  other legal and  regulatory issues,  as               
further discussed in Part II, Item 1, "Legal Proceedings."                      

In April 1998,  STRS and Olympus  entered into an  agreement          
for STRS to manage Olympus' newly acquired wholly owned Walden on               
Lake Houston real  estate development  project in  Houston.   The               
development  includes  900  developed   lots  and  80  acres   of               
undeveloped real estate.   STRS  will receive a fixed  management               
fee plus commissions on new lot sales.  As of June 30, 1998, STRS               
had  negotiated  agreements   that  provide  for   the  sale   of               
approximately 90 percent of the  developed lots.  The  agreements               
require the purchasers to close sales  on the lots pursuant to  a               
specific schedule, which is expected not  to exceed four years.                 
Under the terms of the STRS/Olympus alliance, STRS has the option               
to purchase up  to a 50  percent interest in  the project,  which               
STRS anticipates would be funded from the $10 million convertible               
debt facility available  under terms of  the Olympus  transaction               
(see Note 4).                                                                   

The future performance of STRS continues to be dependent  on          
future  cash  flows  from  real  estate  sales,  which  will   be               
significantly affected by future  real estate values,  regulatory               
issues, development costs, the ability of the Company to continue               
to  protect  its  land  use  and  development  entitlements,  and               
interest rate levels. Significant development expenditures remain               
to be incurred  for STRS' Austin-area  properties prior to  their               
eventual sale.  These factors,  combined with the debt  reduction               
requirements  under  the  credit  facility,  could  impede  STRS'               
ability to develop its properties and  expand its business.   The               
closing of  the Olympus  transaction (see  Note 4)  improved  the               
Company's capital resources by providing the Company $10  million               
from equity proceeds  and provides for  up to  an additional  $60               
million of capital in the future, subject to certain  conditions.               
The Company is continuing to consider a number of other  capital              
raising alternatives, including  equity sales,  various forms  of               
debt financing  and  other  means.    While  bank  financing  for               
development of the  Company's existing  properties is  available,               
obtaining financing for undeveloped  land purchases is  generally               
expensive and  remains uncertain.    Although STRS  believes  its               
efforts will  successfully  address the  capital  resource  needs               
discussed above,  there  can  be  no  assurance  that  STRS  will               
generate sufficient cash flow or obtain sufficient funds to  make               
required interest and principal payments under the facility.                    

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  and  the   IGL  guarantee,   the               
anticipated outcome of the litigation and regulatory matters, the               
expected results of STRS' 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 STRS' expectations include, economic and business               
conditions, business opportunities that  may be presented to  and               
pursued by the Company, changes in laws or regulations and  other               
factors, many of which are beyond the control of the Company  and               
other factors that as described in more detail under the  heading               
"Cautionary Statements" in  STRS' Form  10-K for  the year  ended               
December 31, 1997.                                                              

----------------------------                
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.                                                     

The Company is  involved in various  regulatory matters  and          
litigation involving development of its Austin properties.  For a               
detailed  discussion  on  these   matters  see  Item  3,   "Legal               
Proceedings" and  Note  3, "Real  Estate"  in STRS'  1997  Annual               
Report on Form 10-K.                                                            

Below is a partial list of the cases in which the Company is          
currently involved.  The current status is summarized and  should               
be read in conjunction with the above referenced sections of  the               
STRS 1997 Annual Report on Form 10-K.                                           

Annexation Litigation: Circle C  Land  Corp. v.  The  City  of Austin,          
Texas, Cause  No. 97-13994 (Travis  County 53rd  Judicial District Court,       
TX filed 12/19/97).                                                             
In December 1997,   the City of  Austin (the "City")  enacted           
an ordinance purporting  to annex all  land within the  Southwest               
Travis County Water  District, including the  Company's Circle  C               
lands.  The Company filed suit seeking reimbursement of developer               
funded municipal utility  districts ("MUD") infrastructure  costs               
that the City is required to pay  the Company as a result of  the               
annexation. A summary judgement hearing  has been set for  August               
26,  1998  to  establish  the  City's  liability  for   developer               
reimbursements.  A  jury trial,  if necessary,  is scheduled  for               
January 20, 1999.                                                               

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, TX filed 10/31/97).                       
In November 1997, the Company sought a declatory judgement            
in the Hays County District Court confirming the validity of  the               
Circle C Water Quality  Protection Zone ("WQPZ"), which  includes               
approximately 553 acres owned by the Company and located  outside               
the boundaries of any  MUD.  The City  contested the Hays  County               
District Court's jurisdiction  but was  denied in  its motion  to               
transfer venue and all other requested relief.  The City appealed               
the trial court's  decision to the  Third Court  of Appeals.  The               
City also  requested that  the Third  Court of  Appeals stay  any               
action in the Hays County District Court, including the Company's               
motion for summary judgment, pending the Third Court of  Appeals'               
review of  the  District  Court's  denial  of  the  plea  to  the               
jurisdiction.  The  Third Court of  Appeals refused  to stay  the               
summary judgment and, in response, the City filed a writ with the               
Texas Supreme Court.   The Supreme  Court accepted  the writ  and               
stayed all underlying litigation.  Subsequently, the Third  Court               
of Appeals confirmed the trial court's denial of the plea to  the               
jurisdiction.  The Company then filed  a motion to lift the  stay               
with the  Supreme  Court.   The  Supreme Court  issued  an  order               
lifting  the  stay  allowing  the  Hays  County  District   Court               
litigation to  proceed to  summary judgment  and resolution.    A               
summary judgement hearing is scheduled for September 4, 1998.                   

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, TX filed 1/9/98).                                
On January 9, 1998,  the City filed  a lawsuit (the  "Travis          
County Suit")  in the  Travis County  District Court  against  14               
water quality zones and their owners, including the Barton  Creek               
WQPZ.    The   City  challenges  the   constitutionally  of   the               
legislation authorizing the creation of water quality zones.  The               
Attorney General  of  Texas agreed  to  intervene in  the  Travis               
County suit and the Circle C WPQZ litigation above, to defend the               
legislation.   The  City  filed  a  motion  for  partial  summary               
judgement against one defendant and  against the State of  Texas.               
All defendant  parties  filed  motions  with  regard  to  summary               
judgement.   A  summary judgment  hearing  was conducted  in  the               
Travis County District Court on July 9, 1998.  The Travis  County               
District Court entered  an order  granting the  City of  Austin's               
summary judgment  motion and  declaring  the water  quality  zone               
legislation unconstitutional.  All parties agreed to the form  of               
an order  which  permits  an expedited  appeal  directly  to  the               
Supreme Court  of  Texas.    The  Company,  and  other  defendant               
parties, have filed appeals.   A hearing  is expected during  the               
first half of 1999.                                                             

MUD Reimbursement Litigation:   Circle  C Land  Corp. v.  Phoenix               
Holdings, Ltd., Cause No. 97-01388 (Travis County 261st  Judicial               
District Court, TX filed 2/5/97).                                               
During February 1997, STRS filed a petition for  declaratory          
judgement against Phoenix  Holding Ltd. ("Phoenix")  in order  to               
secure  its  ownership  of  approximately  $25  million  of   MUD               

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reimbursements  that  pertain  to  existing  infrastructure  that               
serves the Circle C development.   Phoenix filed a counter  claim               
against Circle C in June 1997.  On February 20, 1998 the District               
Court granted the Company's motion  for summary judgement on  the               
primary  case  and  Phoenix  dismissed  its  counterclaims   with               
prejudice, but reserved the right to appeal the summary judgement               
of the primary  case.  On  April 10, 1998,  Phoenix appealed  the               
summary judgement  on the  primary case  to  the Third  Court  of               
Appeals.  A hearing is expected to be scheduled during the fourth               
quarter of 1998.                                                                

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

(a)  The Annual Meeting of  Stockholders of the Company  was          
held on  May  14, 1998  (the  "Annual Meeting").    Proxies  were               
solicited  pursuant  to  Regulation  14A  under  the   Securities               
Exchange Act of 1934, as amended.                                               

(b)  At the Annual Meeting, Richard C. Adkerson was  elected          
to serve  until the  2001 annual  meeting  of stockholders.    In               
addition to the director elected at the Annual Meeting, the terms               
of James  C. Leslie  and Michael  D. Madden  continued after  the               
Annual Meeting.                                                                 

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

Name                 For              Withheld                  

Richard C. Adkerson       13,366,192           281,580                          

With respect to the election of the director, there were no abstentions         
or broker non-votes.                                                            

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 the  financial               
statements of the Company and its subsidiaries for the year 1998.               
Holders of 13,610,458 shares voted for, holders of 20,828 shares              
voted against and holders of 16,486 shares abstained from  voting               
on such proposal.  There were no broker non-votes with respect to               
such proposal.                                                                  

At  the  Annual  Meeting,  the  stockholders  voted  on  and          
approved a proposal  to approve the  Company's 1998 Stock  Option               
Plan in the form presented  in the corporation's proxy  statement               
dated March 30,  1998.  Holders  of 7,847,198  shares voted  for,               
holders of 811,869  shares voted against  and holders of  122,680               
shares abstained from voting on such proposal.  There were broker               
non-votes consisting  of 4,866,025  shares with  respect to  such               
proposal.                                                                       

At  the  Annual  Meeting,  the  stockholders  voted  on  and          
approved the  proposal to  amend  the corporation's  Amended  and               
Restated Certificate of Incorporation to  change the name of  the               
corporation from FM Properties Inc.  to Stratus Properties Inc.                 
Holders of 13,262,002 shares voted for, holders of 332,959 shares               
voted against and holders of 52,811 shares abstained from  voting               
on such proposal.  There were no broker non-votes with respect to               
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)  Two Current  Reports on  Form 8-K,  were filed  by  the          
registrant reporting events under Items 5 and 7 on  the     
June 3, 1998 and  Item 5 on June  25, 1998, during  the     
period covered by this Quarterly Report on Form 10-Q.       

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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:   August 13, 1998                                                         

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STRATUS PROPERTIES INC.               
EXHIBIT INDEX               

Exhibit                                                                       
Number                                                                        

3.1       Amended   and    Restated   Certificate    of                         
Incorporation of the  Company.   Incorporated               
by reference to Exhibit 3.1 to the  Company's               
1992 Form 10-K.                                             

3.2       By-laws  of   the  Company,   as  amended.                            
Incorporated by reference  to Exhibit 3.2  to               
the Company's 1992 Form 10-K.                               

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

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

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

4.4       Amended,  Restated  and  Consolidated  Credit                         
Agreement dated as of December 15, 1997 among               
the Partnership, Circle C Land Corp., certain               
banks,  and  The  Chase  Manhattan  Bank,  as               
Administrative Agent  and  Document  Agent.                 
Incorporated by reference  to Exhibit 4.4  to               
the 1997 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  the Company's 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               
the Company's  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  the Company's Current  Report               
on Form 8-K dated June 3, 1998.                             

10.1      Second  Amended  and  Restated  Agreement  of                         
General   Partnership   of   FM    Properties               
Operating Co. dated as  of December 15,  1997               
between   the   Company   and   STRS   L.L.C.               
Incorporated by reference to Exhibit 10.1  to               
the Company's 1997 Form 10-K.                               

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

10.3      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 the Company's 1992 Form 10-K.               

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10.4      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 the  Company's               
1992 Form 10-K.                                             

10.5      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               
the Company's 1992 Form 10-K.                               

10.6      STRS Guarantee Agreement dated as of December                         
15, 1997  by the  Company.   Incorporated  by               
reference to  Exhibit 10.6  to the  Company's               
1997 Form 10-K.                                             

10.7      Amended and Restated IGL Guarantee  Agreement                         
dated as of December  22, 1997 by IMC  Global               
Inc.   Incorporated by  reference to  Exhibit               
10.7 to the Company's 1997 Form 10-K.                       

10.8      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               
the Company's  Current  Report  on  Form  8-K               
dated June 3, 1998.                                         

10.9      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               
the Company's  Current  Report  on  Form  8-K               
dated June 3, 1998.                                         
Executive Compensation Plans and Arrangements               
(Exhibits 10.10 through 10.13)                              
10.10          The  Company's   Performance   Incentive                         
Awards Program, as  amended. Incorporated  by               
reference to Exhibit 10.21 to the STRS Annual               
Report on Form 10-K for the fiscal year ended               
December 31, 1994.                                          

10.11     STRS Stock  Option  Plan, as  amended.                                
Incorporated by reference to Exhibit 10.9  to               
the Company's 1997 Form 10-K.                               

10.12     STRS Stock Option Plan for Non-Employee Directors,                    
as amended. Incorporated by reference to Exhibit 10.10      
to the Company's 1997 Form 10-K.                            
.                                                                             
10.13     Stratus Properties Inc. 1998 Stock Option Plan.                       

15.1      Letter  dated  July  21,  1998  from   Arthur                         
Andersen  LLP  regarding  unaudited   interim               
financial statement.                                        

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

	5/22/04	6
	5/22/03	6
	5/22/01	6
	1/1/01	5
	12/31/00	11		10-K
	1/1/00	5
	12/31/99	11		10-K405
	6/15/99	5
	1/20/99	12
	1/1/99	5
	12/31/98	5	11	10-K405
	9/4/98	12
	8/26/98	12
Filed on:	8/13/98	15
	7/21/98	8	17
	7/20/98	6
	7/9/98	12
	7/1/98	5
For Period End:	6/30/98	1	11
	6/25/98	14		8-K
	6/3/98	14	17	8-K
	5/26/98	6
	5/22/98	6	17
	5/14/98	13		DEF 14A, PRE 14A
	4/10/98	13
	3/30/98	13		DEF 14A
	3/2/98	6
	2/20/98	13
	1/20/98	8
	1/9/98	12
	12/31/97	6	11	10-K
	12/23/97	16
	12/22/97	17
	12/15/97	16	17
	6/30/97	5	10	10-Q
	4/21/97	16
	12/31/94	17
	6/11/92	16	17
	5/28/92	16
				List all Filings

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Filing Submission 0000885508-98-000010 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Stratus Properties Inc – ‘10-Q’ for 6/30/98

As of: Thursday, 8/13/98 · For: 6/30/98 · Accession #: 885508-98-10 · 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