10-Q 1 strsq2201110-q.htm STRATUS Q2 2011 FORM 10-Q STRS Q2 2011 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
or
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
to
Commission File Number: 0-19989
 
Stratus Properties Inc.
(Exact name of registrant as specified in its charter)
Delaware
72-1211572
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
212 Lavaca St., Suite 300
 
Austin, Texas
78701
(Address of principal executive offices)
(Zip Code)
 
 
(512) 478-5788
(Registrant's telephone number, including area code)
 
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. R Yes   oNo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
oYes   oNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o        Accelerated filer o         Non-accelerated filer o          Smaller reporting company R

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   oYes R No

On July 29, 2011, there were issued and outstanding 7,494,086 shares of the registrant’s common stock, par value $0.01 per share.







STRATUS PROPERTIES INC.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

STRATUS PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(In Thousands)

 
June 30,
2011
 
December 31,
2010
ASSETS
 
 
 
Cash and cash equivalents
$
6,736

 
$
11,730

Real estate held for sale
26,477

 
27,312

Real estate under development
129,919

 
189,057

Land held for future development
57,965

 
57,822

Real estate held for investment
189,989

 
143,049

Investment in unconsolidated affiliate
3,419

 
3,084

Other assets
16,638

 
23,132

Total assets
$
431,143

 
$
455,186

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Accounts payable
$
13,421

 
$
19,397

Accrued liabilities
8,040

 
8,580

Deposits
3,679

 
9,296

Debt
180,369

 
201,523

Other liabilities
3,166

 
3,590

Total liabilities
208,675

 
242,386

 
 
 
 
Commitments and contingencies

 

 
 
 
 
Equity:
 
 
 
Stratus stockholders’ equity:
 
 
 
Preferred stock

 

Common stock
84

 
84

Capital in excess of par value of common stock
197,966

 
197,773

Accumulated deficit
(53,868
)
 
(51,335
)
Common stock held in treasury
(18,028
)
 
(17,972
)
Total Stratus stockholders’ equity
126,154

 
128,550

Noncontrolling interest in subsidiaries
96,314

 
84,250

Total equity
222,468

 
212,800

Total liabilities and equity
$
431,143

 
$
455,186


The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.


2




STRATUS PROPERTIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In Thousands, Except Per Share Amounts)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2011
 
2010
 
2011
 
2010
Revenues:
 
 
 
 
 
 
 
Real estate
$
33,274

 
$
633

 
$
64,849

 
$
1,636

Hotel
7,060

 

 
14,331

 

Entertainment venue
2,553

 

 
3,910

 

Rental
1,373

 
1,132

 
2,773

 
2,429

Total revenues
44,260

 
1,765

 
85,863

 
4,065

Cost of sales:
 
 
 
 
 
 
 
Real estate
27,582

 
1,831

 
53,013

 
3,937

Hotel
6,189

 

 
12,438

 

Entertainment venue
2,578

 

 
4,118

 

Rental
739

 
666

 
1,468

 
1,411

Depreciation
2,109

 
409

 
3,924

 
829

Total cost of sales
39,197

 
2,906

 
74,961

 
6,177

General and administrative expenses
1,671

 
1,571

 
3,638

 
3,403

Total costs and expenses
40,868

 
4,477

 
78,599

 
9,580

Operating income (loss)
3,392

 
(2,712
)
 
7,264

 
(5,515
)
Interest expense, net
(1,461
)
 

 
(2,295
)
 

Other income, net
197

 
9

 
466

 
227

Income (loss) before income taxes and equity in unconsolidated affiliate’s loss
2,128

 
(2,703
)
 
5,435

 
(5,288
)
Equity in unconsolidated affiliate’s loss
(89
)
 
(73
)
 
(165
)
 
(149
)
Provision for income taxes
(165
)
 
(8,876
)
 
(341
)
 
(7,995
)
Net income (loss)
1,874

 
(11,652
)
 
4,929

 
(13,432
)
Net (income) loss attributable to noncontrolling interest in subsidiaries
(3,526
)
 
118

 
(7,462
)
 
189

Net loss attributable to Stratus common stock
$
(1,652
)
 
$
(11,534
)
 
$
(2,533
)
 
$
(13,243
)
 
 
 
 
 
 
 
 
Net loss per share attributable to Stratus common stock:
 
 
 
 
 
 
 
Basic and diluted
$
(0.22
)
 
$
(1.55
)
 
$
(0.34
)
 
$
(1.78
)
 
 
 
 
 
 
 
 
Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
Basic and diluted
7,494

 
7,465

 
7,489

 
7,461


The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.



3




STRATUS PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In Thousands)

 
Six Months Ended
 
June 30,
 
2011
 
2010
Cash flow from operating activities:
 
 
 
Net income (loss)
$
4,929

 
$
(13,432
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Depreciation
3,924

 
829

Cost of real estate sold
43,300

 
1,122

Deferred income taxes

 
7,973

Stock-based compensation
213

 
289

Equity in unconsolidated affiliate’s loss
165

 
149

Deposits
139

 
(2,169
)
Purchases and development of real estate properties
(26,393
)
 
(25,083
)
Decrease in other assets
27

 
495

Decrease in accounts payable, accrued liabilities and other
(547
)
 
(1,001
)
Net cash provided by (used in) operating activities
25,757

 
(30,828
)
 
 
 
 
Cash flow from investing activities:
 
 
 
Development of commercial leasing properties
(2,904
)
 
(2,718
)
Development of hotel
(5,365
)
 
(16,709
)
Development of entertainment venue
(5,092
)
 
(7,297
)
Investment in unconsolidated affiliate
(500
)
 
(15
)
Net cash used in investing activities
(13,861
)
 
(26,739
)
 
 
 
 
Cash flow from financing activities:
 
 
 
Borrowings from credit facility
13,000

 
15,359

Payments on credit facility
(1,626
)
 
(1,333
)
Borrowings from project and term loans
25,780

 
34,500

Payments on project and term loans
(58,308
)
 
(4,208
)
Noncontrolling interest contributions
4,602

 
12,190

Net payments for stock-based awards
(75
)
 
(7
)
Financing costs
(263
)
 
(1,105
)
Net cash (used in) provided by financing activities
(16,890
)
 
55,396

Net decrease in cash and cash equivalents
(4,994
)
 
(2,171
)
Cash and cash equivalents at beginning of year
11,730

 
15,398

Cash and cash equivalents at end of period
$
6,736

 
$
13,227


The accompanying Notes to Consolidated Financial Statements, which include information regarding noncash transactions, are an integral part of these consolidated financial statements.


4


STRATUS PROPERTIES INC.
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)
(In Thousands)

 
 
Stratus Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Total Stratus Stockholders' Equity
 
 
 
 
 
 
Common Stock
 
Capital in Excess of Par Value
 
Accum-ulated Deficit
 
Held in Treasury
 
 
Noncontrolling Interest in Subsidiaries
 
 
 
 
Number
of Shares
 
At Par
Value
 
 
 
Number
of Shares
 
At
Cost
 
 
 
Total
Equity
Balance at December 31, 2010
 
8,354

 
$
84

 
$
197,773

 
$
(51,335
)
 
879

 
$
(17,972
)
 
$
128,550

 
$
84,250

 
$
212,800

Exercised and issued stock-based awards and other
 
26

 

 
(20
)
 

 

 

 
(20
)
 

 
(20
)
Stock-based compensation
 

 

 
213

 

 

 

 
213

 

 
213

Tender of shares for stock-based awards
 

 

 

 

 
7

 
(56
)
 
(56
)
 

 
(56
)
Noncontrolling interest contributions
 

 

 

 

 

 

 

 
4,602

 
4,602

Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 

 

 

 
(2,533
)
 

 

 
(2,533
)
 
7,462

 
4,929

Other comprehensive income
 

 

 

 

 

 

 

 

 

Total comprehensive income (loss)
 

 

 

 
(2,533
)
 

 

 
(2,533
)
 
7,462

 
4,929

Balance at June 30, 2011
 
8,380

 
$
84

 
$
197,966

 
$
(53,868
)
 
886

 
$
(18,028
)
 
$
126,154

 
$
96,314

 
$
222,468


Balance at December 31, 2009
 
8,315

 
$
83

 
$
197,333

 
$
(35,999
)
 
873

 
$
(17,941
)
 
$
143,476

 
$
74,437

 
$
217,913

Exercised and issued stock-based awards and other
 
32

 

 
(129
)
 

 

 

 
(129
)
 

 
(129
)
Stock-based compensation
 

 

 
289

 

 

 

 
289

 

 
289

Tender of shares for stock-based awards
 

 

 

 

 
4

 
(31
)
 
(31
)
 

 
(31
)
Noncontrolling interest contributions
 

 

 

 

 

 

 

 
12,190

 
12,190

Comprehensive loss:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Net loss
 

 

 

 
(13,243
)
 

 

 
(13,243
)
 
(189
)
 
(13,432
)
Other comprehensive income
 

 

 

 

 

 

 

 

 

Total comprehensive loss
 

 

 

 
(13,243
)
 

 

 
(13,243
)
 
(189
)
 
(13,432
)
Balance at June 30, 2010
 
8,347

 
$
83

 
$
197,493

 
$
(49,242
)
 
877

 
$
(17,972
)
 
$
130,362

 
$
86,438

 
$
216,800


The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.



5


STRATUS PROPERTIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.
GENERAL
The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2010, included in Stratus Properties Inc.’s (Stratus) Annual Report on Form 10-K (Stratus 2010 Form 10-K) filed with the Securities and Exchange Commission (SEC). In the opinion of management, the accompanying consolidated financial statements reflect all adjustments (consisting only of normal recurring items) considered necessary for a fair statement of the financial position of Stratus at June 30, 2011, and the results of operations for the three-month and six-month periods ended June 30, 2011 and 2010, and cash flows for the six-month periods ended June 30, 2011 and 2010. Operating results for the three-month and six-month periods ended June 30, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

2.
EARNINGS PER SHARE
Stratus’ basic and diluted net loss per share of common stock was calculated by dividing the loss by the weighted average number of common shares outstanding during the period.

Stock options and restricted stock units representing approximately 91,300 shares for second-quarter 2011, approximately 130,300 shares for second-quarter 2010, approximately 115,000 shares for the first six months of 2011 and approximately 131,900 shares for the first six months of 2010 were excluded from weighted average common shares outstanding for purposes of calculating diluted net loss per share because they were anti-dilutive.

3.
JOINT VENTURE WITH CANYON-JOHNSON URBAN FUND II, L.P.
Stratus and Canyon-Johnson Urban Fund II, L.P. (Canyon-Johnson) are participants in a joint venture for the development of a 36-story mixed-use development in downtown Austin, Texas, anchored by a W Hotel & Residences (the W Austin Hotel & Residences project). Stratus is the manager of, and has an approximate 40 percent interest in, the joint venture, and Canyon-Johnson has an approximate 60 percent interest in the joint venture. As of June 30, 2011, capital contributions totaled $67.9 million for Stratus and $89.9 million for Canyon-Johnson. The joint venture is consolidated in Stratus’ financial statements based on its assessment that the joint venture is a variable interest entity and that Stratus is the primary beneficiary. Stratus will continue to evaluate the primary beneficiary of this joint venture in accordance with applicable accounting guidance. See Note 2 of the Stratus 2010 Form 10-K for further discussion.

In June 2011, there were a series of incidents in which glass attached to the railings on the balconies of the condominium units at the W Austin Hotel & Residences project broke and fell to the surrounding areas, including adjoining streets and the pool deck at the W Austin Hotel. These incidents resulted in the hotel being closed for 11 days during June and July 2011. Stratus investigated these matters and has taken precautionary measures to prevent further incidents. The engineering and redesign of replacement railings is in process and Stratus expects to substantially complete installation of the replacement railing system by year-end 2011. Stratus recorded a $0.7 million charge to cost of sales in second-quarter 2011 for the estimated repair costs.

At June 30, 2011, Stratus’ consolidated balance sheet includes $275.6 million in total assets and $101.9 million in total liabilities associated with the W Austin Hotel & Residences project. The assets associated with the W Austin Hotel & Residences project can only be used to settle obligations of the joint venture. The $275.6 million of total assets included $3.9 million of cash and cash equivalents, $98.5 million of real estate under development, $162.3 million of real estate held for investment and $10.9 million of other assets. During the first six months of 2011, $39.7 million of assets related to Austin City Limits Live at the Moody Theater (ACL Live) and office space at the W Austin Hotel & Residences project were reclassified from real estate under development to real estate held for investment. The $101.9 million of total liabilities associated with the project included $12.3 million of accounts payable, $6.1 million of accrued liabilities, $3.1 million of deposits, $78.5 million of debt and $1.9 million of other liabilities. Stratus guarantees the construction debt associated with the W Austin Hotel & Residences project.

Profits and losses between partners in a real estate venture should be allocated based on how changes in net assets of the venture would affect cash payments to the investors over the life of the venture and on its liquidation. The amount of the ultimate profits earned by the W Austin Hotel & Residences project will affect the ultimate profit sharing ratios because of provisions in the joint venture agreement, which would require Stratus to return certain previously received distributions to Canyon-Johnson under certain circumstances. Because of the uncertainty of the ultimate profits and, therefore, profit-sharing ratios, the W Austin Hotel & Residences project’s cumulative profits or losses are allocated based on a hypothetical liquidation of the venture’s net assets as of each balance sheet date. At June 30, 2011, the cumulative earnings for the W Austin Hotel & Residences project were allocated based on 44 percent for Stratus and 56 percent for Canyon-Johnson.
 

6


4.
JOINT VENTURE WITH MOFFETT HOLDINGS, LLC
On February 28, 2011, Stratus entered into a joint venture with Moffett Holdings, LLC (Moffett) for the development of Parkside Village, a 92,473-square-foot retail project in the Circle C community. The project consists of a 33,650-square-foot full-service movie theater and restaurant, a 13,890-square-foot medical clinic and five other retail buildings, including a 14,933-square-foot building, a 10,000-square-foot building, two 7,500-square-foot buildings and a stand-alone 5,000-square-foot building.

Stratus’ initial capital contributions to the joint venture totaled $3.1 million, which consisted of a 23.03 acre tract of land located in Austin, Texas, the related property and development agreements for the land and other project costs incurred by Stratus before February 28, 2011. Moffett made initial capital contributions to the joint venture totaling $1.0 million and will make additional capital contributions, as necessary, to fund the development of the project up to $2.8 million. Capital contributions are expected to total $6.9 million, with Stratus contributing 45 percent and Moffett contributing 55 percent. As of June 30, 2011, capital contributions totaled $3.1 million for Stratus and $2.0 million for Moffett.

On May 17, 2011, the joint venture entered into a Construction Loan Agreement and Promissory Note with Comerica Bank to finance the development of Parkside Village. Pursuant to the loan agreement, the joint venture may borrow up to an aggregate of $13.7 million to fund the construction and development costs of Parkside Village. At Stratus' option, amounts borrowed will bear interest at a per annum rate equal to the base rate as defined in the loan agreement plus one percent or the London Interbank Offered Rate plus three percent. The loan agreement contains customary financial covenants and other restrictions. The outstanding principal balance of the note, together with all accrued and unpaid interest is due and payable on May 31, 2013. The loan may be prepaid in whole or in part at any time prior to maturity without penalty or premium. The loan may be extended for an additional one-year term upon its maturity. The loan is secured by a lien on the assets of the Parkside Village project. The full payment and performance of the loan agreement is guaranteed by Stratus.

Stratus is the manager of the joint venture, and after the partners are repaid their original capital contributions and a preferred return on those contributions, Stratus will receive 80 percent of any distributions and Moffett will receive 20 percent. As the manager of the joint venture with a majority of the voting and profit interest (80 percent), Stratus consolidates this joint venture in its financial statements.

5.
FAIR VALUE MEASUREMENTS
Summarized below are the carrying values and estimated fair values of financial assets and liabilities (in thousands).
 
 
June 30, 2011
 
December 31, 2010
 
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Cash and cash equivalentsa
 
$
6,736

 
$
6,736

 
$
11,730

 
$
11,730

Accounts and notes receivablea
 
2,054

 
2,054

 
841

 
841

Accounts payable and accrued liabilitiesa
 
21,461

 
21,461

 
27,977

 
27,977

Debtb
 
180,369

 
180,061

 
201,523

 
201,136

a.
Fair value approximates the carrying amounts because of the short-term nature of these instruments.
b.
Debt is recorded at cost. Fair value of substantially all of Stratus’ debt is estimated based on discounted future expected cash flows at estimated current interest rates. The fair value of debt does not represent the amounts that will ultimately be paid upon the maturities of the loans.

6.
INTEREST CAPITALIZATION
Stratus capitalized interest costs totaling $3.6 million for second-quarter 2011, $3.0 million for second-quarter 2010, $7.9 million for the first six months of 2011 and $4.6 million for the first six months of 2010, primarily related to the W Austin Hotel & Residences project.

7.
INCOME TAXES
Stratus’ accounting policy for and other information regarding its income taxes is further described in Notes 1 and 7 of the Stratus 2010 Form 10-K.

Stratus evaluated the recoverability of its deferred tax assets, and considered available positive and negative evidence, giving greater weight to the recent losses, the absence of taxable income in the carry back period and uncertainty regarding projected future financial results. As a result, Stratus concluded that there was not sufficient positive evidence supporting the realizability of its deferred tax assets beyond an amount totaling $0.2 million at December 31, 2010, and June 30, 2011.

Stratus’ future results of operations may be negatively impacted by its inability to realize a tax benefit for future tax losses or

7


for items that will generate additional deferred tax assets. Stratus’ future results of operations may be favorably impacted by reversals of valuation allowances if Stratus is able to demonstrate sufficient positive evidence that its deferred tax assets will be realized.

The difference between Stratus’ consolidated effective income tax rate for the first six months of 2011 and 2010, and the U.S. federal statutory tax rate of 35 percent was primarily attributable to additional valuation allowances recorded against deferred tax assets.

Stratus files income tax returns in the U.S. federal jurisdiction and state jurisdictions. Stratus' federal income tax return for the year 2009 is currently under examination by the Internal Revenue Service.

8.
BUSINESS SEGMENTS
Stratus currently has four operating segments, Real Estate Operations, Commercial Leasing, Hotel, and, beginning in first-quarter 2011, Entertainment Venue. The Real Estate Operations segment is comprised of all Stratus’ residential real estate (developed, under development and undeveloped), which consists of its properties in the Barton Creek community, the Circle C community and Lantana, and the condominium units at the W Austin Hotel & Residences project.

The Commercial Leasing segment includes the two office buildings at 7500 Rialto Boulevard, office and retail space at the W Austin Hotel & Residences project, a retail building and a bank building in Barton Creek Village and two retail buildings, a bank building and the Parkside Village project in the Circle C community.

The Hotel segment includes the W Austin Hotel, which began operations in December 2010.

The Entertainment Venue segment includes ACL Live, a live music and entertainment venue and production studio at the W Austin Hotel & Residences project, which began operations in February 2011. In addition to hosting concerts and private events, this venue is the new home of Austin City Limits, a television program showcasing popular music legends.

Stratus uses operating income or loss to measure the performance of each segment. Stratus allocates general and administrative expenses between the Real Estate Operations and Commercial Leasing segments based on projected annual revenues for each segment (excluding the results of the W Austin Hotel & Residences project). Accordingly, the following segment information reflects management’s determinations that may not be indicative of what actual financial performance of each segment would be if it were an independent entity.

Segment data presented below were prepared on the same basis as Stratus’ consolidated financial statements (in thousands).
 
 
Real Estate
Operationsa
 
Commercial
Leasing
 
Hotel
 
Entertainment
Venue
 
Other
 
Total
Three Months Ended June 30, 2011:
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
33,274

 
$
1,373

 
$
7,060

 
$
2,553

 
$

 
$
44,260

Cost of sales, excluding depreciation
 
27,582

b 
739

 
6,189

 
2,578

 

 
37,088

Depreciation
 
61

 
386

 
1,382

 
280

 

 
2,109

General and administrative expenses
 
936

 
735

 

 

 

 
1,671

Operating income (loss)
 
$
4,695

 
$
(487
)
 
$
(511
)
 
$
(305
)
 
$

 
$
3,392

Capital expenditures
 
$
13,869

 
$
1,493

 
$
1,109

 
$
649

 
$

 
$
17,120

Total assets at June 30, 2011
 
210,968

 
55,056

 
122,550

 
42,399

 
170

c 
431,143

Three Months Ended June 30, 2010:
 
 

 
 

 
 

 
 

 
 

 
 

Revenues
 
$
633

 
$
1,132

 
$

 
$

 
$

 
$
1,765

Cost of sales, excluding depreciation
 
1,831

 
666

 

 

 

 
2,497

Depreciation
 
47

 
362

 

 

 

 
409

General and administrative expenses
 
892

 
679

 

 

 

 
1,571

Operating loss
 
$
(2,137
)
 
$
(575
)
 
$

 
$

 
$

 
$
(2,712
)
Capital expenditures
 
$
14,689

 
$
1,587

 
$
10,220

 
$
4,612

 
$

 
$
31,108

Total assets at June 30, 2010
 
228,494

 
46,900

 
76,000

 
33,190

 
170

c 
384,754


8


 
 
Real Estate
Operationsa
 
Commercial
Leasing
 
Hotel
 
Entertainment
Venue
 
Other
 
Total
Six Months Ended June 30, 2011:
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
64,849

 
$
2,773

 
$
14,331

 
$
3,910

 
$

 
$
85,863

Cost of sales, excluding depreciation
 
53,013

b 
1,468

 
12,438

 
4,118

 

 
71,037

Depreciation
 
105

 
726

 
2,637

 
456

 

 
3,924

General and administrative expenses
 
2,039

 
1,599

 

 

 

 
3,638

Operating income (loss)
 
$
9,692

 
$
(1,020
)
 
$
(744
)
 
$
(664
)
 
$

 
$
7,264

Capital expenditures
 
$
26,393

 
$
2,904

 
$
5,365

 
$
5,092

 
$

 
$
39,754

Six Months Ended June 30, 2010:
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
1,636

 
$
2,429

 
$

 
$

 
$

 
$
4,065

Cost of sales, excluding depreciation
 
3,937

 
1,411

 

 

 

 
5,348

Depreciation
 
102

 
727

 

 

 

 
829

General and administrative expenses
 
1,932

 
1,471

 

 

 

 
3,403

Operating loss
 
$
(4,335
)
 
$
(1,180
)
 
$

 
$

 
$

 
$
(5,515
)
Capital expenditures
 
$
25,083

 
$
2,718

 
$
16,709

 
$
7,297

 
$

 
$
51,807

a.
Includes sales commissions and other revenues together with related expenses.
b.
Includes $0.7 million associated with building repair costs at the W Austin Residences.
c.
Includes deferred tax assets, net of valuation allowances.

9.
NEW ACCOUNTING STANDARD
In June 2011, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) in connection with accounting guidance on the presentation of comprehensive income. The objective of this ASU is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. This ASU requires an entity to present the components of net income, other comprehensive income and total comprehensive income (i.e. including net income) either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of equity, but does not change the items that must be reported in other comprehensive income. This ASU is effective for interim and annual reporting periods beginning after December 15, 2011, and early adoption is permitted. Stratus is evaluating the manner and timing of adopting this ASU.

10.
SUBSEQUENT EVENTS
Stratus evaluated events after June 30, 2011, and through the date the financial statements were issued, and determined any events or transactions occurring during this period that would require recognition or disclosure are appropriately addressed in these financial statements.


9


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

OVERVIEW

Management’s discussion and analysis presented below should be read in conjunction with our discussion and analysis of financial results contained in our 2010 Annual Report on Form 10-K (2010 Form 10-K) filed with the Securities and Exchange Commission (SEC). The operating results summarized in this report are not necessarily indicative of our future operating results. All subsequent references to “Notes” refer to Notes to Consolidated Financial Statements (unaudited), unless otherwise stated.

We are engaged in the acquisition, development, management, operation and sale of commercial, hotel, entertainment, multi-family and residential real estate properties located primarily in the Austin, Texas area. We primarily generate revenues from sales of developed properties and through rental income from our commercial properties. Developed property sales can include an individual tract of land that has been developed and permitted for residential use or a developed lot with a home already built on it. We may, on occasion, sell properties under development or undeveloped properties, if opportunities arise that we believe will maximize overall asset values.

In December 2010, the hotel at our W Austin Hotel & Residences project opened, and in January 2011, we began closing on sales of condominium units at the project. The W Austin Hotel & Residences project is located on a two-acre city block in downtown Austin and contains a 251-room luxury hotel, 159 residential condominium units, office, retail and entertainment space. The hotel is managed by Starwood Hotels & Resorts Worldwide, Inc. pursuant to our existing contract. The office space totals approximately 41,000 square feet and the retail space totals approximately 18,000 square feet. The entertainment space, occupied by Austin City Limits Live at the Moody Theater (ACL Live) includes a live music and entertainment venue and production studio, which opened in February 2011 (see “Development and Other Activities – W Austin Hotel & Residences”).

Our principal real estate holdings are in southwest Austin, Texas. The number of developed lots, developed or under development acreage and undeveloped acreage as of June 30, 2011, that comprise our principal development projects are presented in the following table.
 
 
 
 
Acreage
 
 
 
 
 
 
Developed or Under Development
 
Undeveloped
 
 
 
 
Developed
Lots
 
Multi-
Family
 
Commercial
 
Total
 
Single
Family
 
Commercial
 
Total
 
Total
Acreage
Austin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barton Creek
 
118

 
249

 
368

 
617

 
781

 
28

 
809

 
1,426

Lantana
 

 

 

 

 

 
223

 
223

 
223

Circle C
 
20

 

 
23

 
23

 
132

 
363

 
495

 
518

W Austin Hotel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
& Residences
 

 

 
2

 
2

 

 

 

 
2

San Antonio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Camino Real
 

 

 

 

 

 
2

 
2

 
2

Total
 
138

 
249

 
393

 
642

 
913

 
616

 
1,529

 
2,171


Our other Austin holdings at June 30, 2011, consisted of two 75,000-square-foot office buildings at 7500 Rialto Boulevard (7500 Rialto) located in our Lantana development, a 22,000-square-foot retail complex and a 3,085-square-foot bank building representing phase one of Barton Creek Village, and two retail buildings totaling 21,000 square feet and a 4,000-square-foot bank building on an existing ground lease at the 5700 Slaughter retail complex in the Circle C community.

In second-quarter 2011, our revenues totaled $44.3 million and our net loss attributable to common stock totaled $1.7 million, compared with revenues of $1.8 million and a net loss attributable to common stock of $11.5 million for second-quarter 2010. For the first six months of 2011, our revenues totaled $85.9 million and our net loss attributable to common stock totaled $2.5 million, compared with revenues of $4.1 million and a net loss attributable to common stock of $13.2 million for the first six months of 2010. The significant increase in revenues relates primarily to sales of condominium units, the first full quarter of operations of ACL Live and the operations of our hotel at the W Austin Hotel & Residences project.

Our financial condition and results of operations are highly dependent upon market conditions for real estate activity in Austin, Texas. 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 (see “Capital Resources and Liquidity” for further discussion of our

10


liquidity). In turn, these sales will be significantly affected by future real estate market conditions in Austin, Texas, including development costs, interest rate levels, the availability of credit to finance real estate transactions, demand for residential and commercial real estate, and regulatory factors including our land use and development entitlements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our 2010 Form 10-K for further discussion.

BUSINESS STRATEGY

We continue to focus on our near-term goal of developing our properties and projects in an uncertain economic climate and our long-term goal of maximizing the value of our development projects. We believe that Austin, Texas, continues to be a desirable market and many of our developments are in locations that are unique and where approvals and entitlements, which we have already obtained, are increasingly difficult to secure. Real estate development in southwest Austin historically has been constrained as a result of various restrictions imposed by the City of Austin (the City) and several special interest groups have also traditionally opposed development in the area where most of our property is located. We believe that many of our developments have inherent value given their unique nature and location and that this value should be sustainable in the future.

Our long-term success will depend on our ability to maximize the value of our real estate by developing and selling our properties in a timely manner at a reasonable cost. In addition, we continue to pursue additional development opportunities, and currently believe we can obtain financing necessary for developing our properties, although our ability to obtain financing in the future, as well as the cost of such financing, may be impacted by current U.S. economic conditions. See “Risk Factors” located in Item 1A of our 2010 Form 10-K.

DEVELOPMENT AND OTHER ACTIVITIES

W Austin Hotel & Residences.  In 2005, the City selected our proposal to develop a mixed-use project in downtown Austin immediately north of the new City Hall complex. The W Austin Hotel & Residences project includes a two-acre city block and contains a mixture of hotel, residential, office, retail and entertainment space. In 2008, we entered into a joint venture with Canyon-Johnson Urban Fund II, L.P. (Canyon-Johnson) for the development of the project. Construction of the approximate $300 million project commenced in second-quarter 2008.

We currently consolidate the joint venture with Canyon-Johnson based on our assessment that it is a variable interest entity (VIE) and that we are the primary beneficiary. If it is determined that the W Austin Hotel & Residences project is no longer a VIE or that we are no longer the primary beneficiary of the entity, the project will be deconsolidated from our financial statements. For a discussion of the ownership and financing structure for the W Austin Hotel & Residences project see Note 2 in our 2010 Form 10-K.

In June 2011, there were a series of incidents in which glass attached to the railings on the balconies of the condominium units at the W Austin Hotel & Residences project broke and fell to the surrounding areas, including adjoining streets and the pool deck at the W Austin Hotel. These incidents resulted in the hotel being closed for 11 days during June and July 2011. We investigated these matters and have taken precautionary measures to prevent further incidents. The engineering and redesign of replacement railings is in process and we expect to substantially complete installation of the replacement railing system by year-end 2011. We recorded a $0.7 million charge to cost of sales in second-quarter 2011 for the estimated repair costs.

W Austin Hotel. We have executed an agreement with Starwood Hotels & Resorts Worldwide, Inc. for the management of hotel operations. The hotel opened in December 2010 and includes 251 luxury rooms and suites, a full service spa, gym and rooftop pool.

W Austin Residences. Delivery of the first condominium units began in January 2011. Condominium units are being completed on a floor-by-floor basis with delivery of pre-sold units as they are completed. As of July 29, 2011, sales of 63 of the 159 condominium units had closed for $67.3 million (including 26 condominium units for $32.1 million in second-quarter 2011) and 21 of the remaining 96 condominium units were under contract. Net operating income of the joint venture with Canyon-Johnson, including proceeds from the sales of the condominium units, has been and will continue to be used to repay debt incurred in connection with the project.

ACL Live. The project also includes ACL Live, a live music and entertainment venue and production studio with a maximum capacity of approximately 3,000 people. In addition to hosting concerts and private events, this venue is the new home of Austin City Limits, a television program showcasing popular music legends. ACL Live opened in February 2011, has hosted 79 events through July 29, 2011, and currently has booked events through January 2012.


11


Office and Retail. The project has approximately 41,000 square feet of leasable office space, of which 17,500 square feet opened in March 2011, including 9,000 square feet for our corporate office. The project also has 18,000 square feet of leasable retail space, of which 14,500 square feet is pre-leased and expected to open in August 2011. As of June 30, 2011, occupancy was 43 percent for the office space and leasing activities are ongoing.

Crestview Station. In 2005, we formed a joint venture with Trammell Crow Central Texas Development, Inc. (Trammell Crow) to acquire an approximate 74-acre tract at the intersection of Airport Boulevard and Lamar Boulevard in Austin, Texas, for $7.7 million. The property, known as Crestview Station, is a single-family, multi-family, retail and office development, which is located on the site of a commuter rail line. The joint venture completed environmental remediation, which the State of Texas certified as complete in 2007, and permitting of the property. The joint venture obtained permits to develop Crestview Station as a 450-unit transit-oriented neighborhood. Crestview Station sold substantially all of its multi-family and commercial properties in 2007 and one commercial site in 2008. The joint venture retained the single-family component of Crestview Station and one commercial site. At June 30, 2011, our investment in the Crestview Station project totaled $3.4 million and the joint venture partnership had $8.1 million of outstanding debt, of which we guarantee $1.4 million. During second-quarter 2011, we and Trammell Crow each contributed $0.5 million to the joint venture for interest and property taxes through loan maturity of May 2012, and scheduled principal payments, which began in June 2011. We account for our 50 percent interest in the Crestview Station joint venture under the equity method.

Residential. As of June 30, 2011, the number of our residential developed lots and potential development by area are shown below (excluding lots and units associated with our Canyon-Johnson and Crestview Station joint ventures):
 
 
Residential Lots
 
 
Developed
 
Potential Development a
 
Total
Barton Creek:
 
 
 
 
 
 
Calera:
 
 
 
 
 
 
Calera Drive
 
8

 

 
8

Verano Drive
 
67

 

 
67

Amarra Drive:
 
 
 
 
 
 
Phase I Lots
 
6

 

 
6

Phase II Lots
 
35

 

 
35

Townhomes
 

 
221

 
221

Phase III Lots
 

 
89

 
89

Mirador Estate
 
2

 

 
2

Section N Multi-family
 

 
1,860

 
1,860

Other Barton Creek Sections
 

 
154

 
154

Circle C:
 
 
 
 
 
 
Meridian
 
20

 
57

 
77

Total Residential Lots
 
138

 
2,381

 
2,519

a.
Our development of the properties identified under the heading “Potential Development” is dependent upon the approval of our development plans and permits by governmental agencies, including the City. Those governmental agencies may either not approve one or more development plans and permit applications related to such properties or require us to modify our development plans. Accordingly, our development strategy with respect to those properties may change in the future. While we may be proceeding with approved infrastructure projects on some of these properties, they are not considered to be “under development” for disclosure in this table unless other development activities necessary to fully realize the properties’ intended final use are in progress or scheduled to commence in the near term.

Calera. Calera is a residential subdivision with plat approval for 155 lots. During 2004, we began construction of 16 courtyard homes at Calera Court, the 16-acre initial phase of the Calera subdivision. The second phase of Calera, Calera Drive, consisting of 53 single-family lots, many of which adjoin the Fazio Canyons Golf Course, received final plat and construction permit approval in 2005. Construction of the final phase, known as Verano Drive, was completed in July 2008 and includes 71 single-family lots. We sold the final Calera Court Courtyard home for $0.5 million during second-quarter 2011, and as of June 30, 2011, eight lots at Calera Drive and 67 lots at Verano Drive remained unsold.

Amarra Drive. Amarra Drive Phase I, which is the initial phase of the Amarra Drive subdivision, was completed in 2007 and includes eight lots with sizes ranging from approximately one to four acres, some of which are course-side lots on the Fazio Canyons Golf Course and others are secluded lots adjacent to the Nature Conservancy of Texas. We sold one Amarra Drive Phase I lot for $0.6 million during second-quarter 2011, and as of June 30, 2011, six Amarra Drive Phase I lots remained

12


unsold. In 2008, we commenced development of Amarra Drive Phase II, which consists of 35 lots on 51 acres. Development was substantially completed in October 2008, but no sales have occurred.

Mirador Estate. The Mirador subdivision consists of 34 estate lots, with each lot averaging approximately 3.5 acres in size. As of June 30, 2011, two Mirador estate lots remained unsold.

Circle C. We are developing the Circle C community based on the entitlements secured in our Circle C settlement with the City. Our Circle C settlement, as amended in 2004, permits development of 1.16 million square feet of commercial space, 504 multi-family units and 830 single-family residential lots. Meridian is an 800-lot residential development at the Circle C community. Development of Meridian included our contracts with three national homebuilders to complete the construction and sales of 494 lots. We sold the final 13 lots for $0.9 million in first-quarter 2010.

In 2006, we signed another contract with a national homebuilder for 42 additional lots. Development of those lots was substantially completed in April 2008. In June 2009, the contract was terminated by the homebuilder. As of the date the contract was terminated, there were 30 remaining unclosed lots. We have sold ten of these lots (including one lot in first-quarter 2011 for $0.1 million) through June 30, 2011, and are pursuing contracts with other homebuilders for the sale of the remaining 20 lots. The final phase of Meridian is expected to consist of 57 one-acre lots.

Commercial. As of June 30, 2011, the number of square feet of our commercial property developed, under development and our remaining entitlements are shown below (excluding property associated with our Canyon-Johnson and Crestview Station joint ventures):
 
Commercial Property
 
Developed
 
Under Development
 
Potential Development a
 
Total
Barton Creek:
 
 
 
 
 
 
 
Barton Creek Village Phase I
25,085

 

 

 
25,085

Barton Creek Village Phase II

 

 
18,000

 
18,000

Entry Corner

 

 
5,000

 
5,000

Amarra Retail/Office

 

 
90,000

 
90,000

Section N

 

 
1,500,000

 
1,500,000

Circle C:
 
 
 
 
 
 
 
Chase Ground Lease
4,000

 

 

 
4,000

5700 Slaughter
21,000

 

 

 
21,000

Parkside Villageb

 
92,473

 

 
92,473

Tract 110

 

 
760,000

 
760,000

Tract 101

 

 
90,000

 
90,000

Tract 102

 

 
25,000

 
25,000

Tract 114

 

 
5,000

 
5,000

Lantana:
 
 
 
 
 
 
 
7500 Rialto
150,000

 

 

 
150,000

Tract G06

 

 
400,000

 
400,000

Tract GR1

 

 
325,000

 
325,000

Tract G05

 

 
260,000

 
260,000

Tract CS5

 

 
175,000

 
175,000

Tract G07

 

 
160,000

 
160,000

Tract CS1-CS3

 

 
134,200

 
134,200

Tract L03

 

 
99,800

 
99,800

Tract L04

 

 
70,000

 
70,000

Tract LR1

 

 
62,200

 
62,200

Austin 290 Tract

 

 
20,000

 
20,000

Total Square Feet
200,085

 
92,473

 
4,199,200

 
4,491,758

a.
Our development of the properties identified under the heading “Potential Development” is dependent upon the approval of our development plans and permits by governmental agencies, including the City. Those governmental agencies may either not approve one or more development plans and permit applications related to such properties or require us to modify our development plans. Accordingly, our development strategy with respect to those properties may change in the future. While we may be proceeding with approved infrastructure projects on some of these properties, they are not considered to be “under development” for disclosure in this

13


table unless other development activities necessary to fully realize the properties’ intended final use are in progress or scheduled to commence in the near term.
b.
Owned through a joint venture.
 
Barton Creek. The first phase of the Barton Creek Village includes a 22,000-square-foot retail complex and a 3,085-square-foot bank building within this retail complex. As of June 30, 2011, occupancy was 89 percent for the retail complex and the bank building is leased through January 2023.

Circle C. In 2008, we completed the construction of two retail buildings, totaling 21,000 square feet, at 5700 Slaughter. This retail project also includes a 4,000-square-foot bank building on an existing ground lease. As of June 30, 2011, occupancy was approximately 91 percent for the two retail buildings.

The Circle C community also includes Parkside Village, a 92,473-square-foot retail project under construction. The project consists of a 33,650-square-foot full-service movie theater and restaurant, a 13,890-square-foot medical clinic and five other retail buildings including, a 14,933-square-foot building, a 10,000-square-foot building, two 7,500-square-foot buildings and a stand-alone 5,000-square-foot building. In February 2011, we entered into a joint venture with Moffett Holdings, LLC (Moffett) to develop Parkside Village, obtained final permits and entitlements and began construction (see Note 4).  As of July 29, 2011, Parkside Village is 64 percent pre-leased, and leasing activities are ongoing.

Lantana. Lantana is a partially developed, mixed-use real-estate development project. Lantana includes two 75,000-square-foot office buildings at 7500 Rialto. As of June 30, 2011, occupancy was 70 percent for the original office building and 100 percent for the second office building. As of June 30, 2011, we had remaining entitlements for approximately 1.7 million square feet of office and retail use on 223 acres. Regional utility and road infrastructure is in place with capacity to serve Lantana at full build-out permitted under our existing entitlements.

RESULTS OF OPERATIONS

We are continually evaluating the development potential of our properties and will continue to consider opportunities to enter into transactions involving our properties. As a result, and because of numerous other factors affecting our business activities as described herein, our past operating results are not necessarily indicative of our future results.

The following table summarizes our operating results (in thousands):
 
 
 
Six Months Ended
 
Second-Quarter
 
June 30,
 
2011
 
2010
 
2011
 
2010
Revenues:
 
 
 
 
 
 
 
Real estate
$
33,274

 
$
633

 
$
64,849

 
$
1,636

Hotel
7,060

 

 
14,331

 

Entertainment venue
2,553

 

 
3,910

 

Rental
1,373

 
1,132

 
2,773

 
2,429

Total revenues
$
44,260

 
$
1,765

 
$
85,863

 
$
4,065

Operating income (loss)
$
3,392

 
$
(2,712
)
 
$
7,264

 
$
(5,515
)
 
 
 
 
 
 
 
 
Provision for income taxes
$
(165
)
 
$
(8,876
)
 
$
(341
)
 
$
(7,995
)
Net loss attributable to Stratus common stock
$
(1,652
)
 
$
(11,534
)
 
$
(2,533
)
 
$
(13,243
)

We have four operating segments, “Real Estate Operations,” “Commercial Leasing,” “Hotel” and “Entertainment Venue” (see Note 8). The following is a discussion of our operating results by segment.


14


Real Estate Operations
The following table summarizes our real estate operating results (in thousands):
 
 
 
Six Months Ended
 
Second-Quarter
 
June 30,
 
2011
 
2010
 
2011
 
2010
Revenues:
 
 
 
 
 
 
 
Developed property sales
$
33,139

 
$
595

 
$
64,581

 
$
1,469

Commissions and other
135

 
38

 
268

 
167

Total revenues
33,274

 
633

 
64,849

 
1,636

Cost of sales, including depreciation
27,643

 
1,878

 
53,118

 
4,039

General and administrative expenses
936

 
892

 
2,039

 
1,932

Operating income (loss)
$
4,695

 
$
(2,137
)
 
$
9,692

 
$
(4,335
)

Developed Property Sales. Residential property sales for the second-quarter and six-month periods of 2011 and 2010 included the following (dollars in thousands):
 
Second-Quarter
 
2011
 
2010
 
Lots/Units
 
Revenues
 
Average Cost per Lot/Unit
 
Lots/Units
 
Revenues
 
Average Cost Per Lot/Unit
W Austin Hotel & Residences
 
 
 
 
 
 
 
 
 
 
 
Condominium Units
26

 
$
32,099

 
$
950

 

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
Barton Creek
 
 
 
 
 
 
 
 
 
 
 
Calera:
 
 
 
 
 
 
 
 
 
 
 
Calera Court Courtyard Homes
1

 
490

 
501

 
1

 
595

 
580

Amarra:
 
 
 
 
 
 
 
 
 
 
 
Phase I Lots
1

 
550

 
198

 

 

 

Total Residential
28

 
$
33,139

 
 
 
1

 
$
595

 
 
 
Six Months Ended June 30,
 
2011
 
2010
 
Lots/Units
 
Revenues
 
Average Cost per Lot/Unit
 
Lots/Units
 
Revenues
 
Average Cost per Lot/Unit
W Austin Hotel & Residences
 
 
 
 
 
 
 
 
 
 
 
Condominium Units
59

 
$
63,396

 
$
823

 

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
Barton Creek
 
 
 
 
 
 
 
 
 
 
 
Calera:
 
 
 
 
 
 
 
 
 
 
 
Calera Court Courtyard Homes
1

 
490

 
501

 
1

 
595

 
580

Amarra:
 
 
 
 
 
 
 
 
 
 
 
Phase I Lots
1

 
550

 
198

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
Circle C
 
 
 
 
 
 
 
 
 
 
 
Meridian
1

 
145

 
121

 
13

 
874

 
44

Total Residential
62

 
$
64,581

 
 
 
14

 
$
1,469

 
 

The increase in developed property sales revenues in the 2011 periods primarily resulted from the sale of condominium units at the W Austin Hotel & Residences project, which became available in first-quarter 2011.

As of July 29, 2011, we had 21 condominium units under contract at the W Austin Hotel & Residences project.

Commissions and Other. Commissions and other primarily included sales of our development fee credits to third parties for less than $0.1 million for second-quarter 2010, and $0.1 million for second-quarter 2011 and for the first six months of 2011 and 2010. We receive these development fee credits as part of the Circle C settlement (see Note 9 of our 2010 Form 10-K).

15


 
Cost of Sales. Cost of sales includes cost of property sold, project operating and marketing expenses and allocated overhead costs, partly offset by reductions for certain municipal utility district reimbursements. Cost of sales totaled $27.6 million for second-quarter 2011 compared with $1.9 million for second-quarter 2010, and $53.1 million for the first six months of 2011 compared with $4.0 million for the first six months of 2010. The increase in cost of sales in the 2011 periods primarily resulted from the sale of condominium units at the W Austin Hotel & Residences project, which became available in first-quarter 2011. Cost of sales for our real estate operations also include significant, recurring costs (including property taxes, maintenance and marketing), which totaled $1.5 million for second-quarter 2011, $1.0 million for second-quarter 2010, $3.0 million for the first six months of 2011 and $2.6 million for the first six months of 2010, that do not vary significantly with the level of property sales.

General and Administrative Expenses. Consolidated general and administrative expenses totaled $1.7 million for second-quarter 2011, compared with $1.6 million for second-quarter 2010, and totaled $3.6 million for the first six months of 2011, compared with $3.4 million for the first six months of 2010. General and administrative expenses allocated to real estate operations totaled $0.9 million for second-quarter 2011 and 2010, $2.0 million for the first six months of 2011 and $1.9 million for the first six months of 2010. For more information about the allocation of general and administrative expenses to our operating segments, see Note 8.

Hotel
The following table summarizes our hotel operating results (in thousands):
 
Second-Quarter
 
Six Months Ended
 
2011
 
June 30, 2011
Hotel revenue
$
7,060

 
$
14,331

Hotel cost of sales, excluding depreciation
6,189

 
12,438

Depreciation
1,382

 
2,637

Operating loss
$
(511
)
 
$
(744
)

Hotel Revenue. Hotel revenue reflects the results of operations for the W Austin Hotel, which opened in December 2010, and primarily includes revenue from room reservations and food and beverage sales. Certain key operating statistics specific to the hotel industry are included below to further illustrate our hotel operating performance. These statistics include "Average Daily Rate," which is calculated by dividing total room revenue by total rooms occupied and "Revenue per Available Room" (REVPAR), which is calculated by dividing total room revenue by total rooms available. The following table summarizes our operating measures related to hotel operations:
 
Second-Quarter
 
Six Months Ended
 
2011
 
June 30, 2011
Average daily rate
$
234

 
$
250

Average occupancy
78
%
 
76
%
REVPAR
$
182

 
$
190


Hotel Operating Costs.  Hotel operating costs totaled $6.2 million for second-quarter 2011 and $12.4 million for the first six months of 2011 and primarily reflect salaries and wages, food and beverage expenses and advertising costs.

Entertainment Venue
The following table summarizes our entertainment venue operating results (in thousands):
 
Second-Quarter
 
Six Months Ended
 
2011
 
June 30, 2011
Entertainment venue revenue
$
2,553

 
$
3,910

Entertainment venue cost of sales, excluding depreciation
2,578

 
4,118

Depreciation
280

 
456

Operating loss
$
(305
)
 
$
(664
)

Entertainment Venue Revenue. Entertainment venue revenue reflects the results of operations for ACL Live, which opened in February 2011, and primarily includes ticket sales; sales of concessions and merchandise; and sponsorships, personal seat license sales and suite sales. Certain key operating statistics specific to the concert and event hosting industry are included

16


below to further illustrate our venue operating performance.
 
Second-Quarter
 
Six Months Ended
 
2011
 
June 30, 2011
Events:
 
 
 
Events hosted
40

 
72

Estimated attendance
45,891

 
94,516

Ancillary net revenue per attendeea
$
11.92

 
$
13.93

Ticketing:
 
 
 
Number of tickets sold
36,943

 
62,661

Gross value of tickets sold (in thousands)
$
1,966

 
$
3,009

a.
Primarily includes sales of concessions and merchandise.

Entertainment Venue Operating Costs.  Entertainment venue operating costs totaled $2.6 million in second-quarter 2011 and $4.1 million for the first six months of 2011 and primarily reflect artist performance fees, salaries and advertising costs.

Commercial Leasing
The following table summarizes our commercial leasing operating results (in thousands):
 
 
 
 
 
Six Months Ended
 
Second-Quarter
 
June 30,
 
2011
 
2010
 
2011
 
2010
Rental revenue
$
1,373

 
$
1,132

 
$
2,773

 
$
2,429

Rental cost of sales, excluding depreciation
739

 
666

 
1,468

 
1,411

Depreciation
386

 
362

 
726

 
727

General and administrative expenses
735

 
679

 
1,599

 
1,471

Operating loss
$
(487
)
 
$
(575
)
 
$
(1,020
)
 
$
(1,180
)

Rental Revenue. Rental revenue increased to $1.4 million for second-quarter 2011, compared with $1.1 million for second-quarter 2010, and increased to $2.8 million for the first six months of 2011, compared with $2.4 million for the first six months of 2010, primarily because of an increase in rental revenue at 7500 Rialto and rental revenue from the office space at the W Austin Hotel & Residences project, which opened in March 2011.

Non-Operating Results
Interest Expense, net. Interest expense (before capitalization) totaled $5.0 million for second-quarter 2011, $3.0 million in second-quarter 2010, $10.2 million for the first six months of 2011 and $4.6 million for the first six months of 2010. Higher interest expense in the 2011 periods primarily reflected interest on the financing for the W Austin Hotel & Residences project. Capitalized interest is primarily related to the W Austin Hotel & Residences project and totaled $3.6 million for second-quarter 2011, $3.0 million for second-quarter 2010, $7.9 million for the first six months of 2011 and $4.6 million for the first six months of 2010.

Other Income, net. We recorded other income of $0.2 million for second-quarter 2011 and $0.5 million for the first six months of 2011, which reflects forfeited deposits associated with terminated contracts for condominium units at the W Austin Hotel & Residences project. We also recorded other income of $0.2 million for the first six months of 2010, which primarily reflects a reimbursement of deferred financing costs for extinguished debt.

Equity in Unconsolidated Affiliate’s Loss. We account for our 50 percent interest in our unconsolidated affiliate, Crestview Station, using the equity method. Crestview Station sold substantially all of its multi-family and commercial properties prior to 2010. Our equity in Crestview Station’s losses totaled $0.1 million for the second quarters of 2011 and 2010 and for the first six months of 2010 and totaled $0.2 million for the first six months of 2011, primarily reflecting operating losses recognized by Crestview Station because there were no sales.

Provision for Income Taxes. We recorded a provision for income taxes of $0.2 million for second-quarter 2011, $8.9 million for second-quarter 2010, $0.3 million for the first six months of 2011 and $8.0 million for the first six months of 2010. The difference between our consolidated effective income tax rate for the first six months of 2011 and 2010, and the U.S. federal statutory tax rate of 35 percent was primarily attributable to additional valuation allowances recorded against deferred tax assets.

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Net (Income) Loss Attributable to Noncontrolling Interest in Subsidiaries. Net income attributable to nonconrolling interest in subsidiaries totaled $3.5 million for second-quarter 2011 and $7.5 million for the first six months of 2011, and totaled a net loss of $0.1 million in second-quarter 2010 and $0.2 million for the first six months of 2010, primarily related to the W Austin Hotel & Residences project (see Note 3).

CAPITAL RESOURCES AND LIQUIDITY

As a result of continuing weak economic conditions and reduced activity in the real estate market, including the markets in which we operate, there is uncertainty about the near-term outlook for sales of our properties. However, we believe that the unique nature and location of our assets will provide positive cash flows when market conditions improve.

At June 30, 2011, we had $2.7 million in cash and cash equivalents available for use in our real estate operations, excluding $4.0 million primarily associated with the W Austin Hotel & Residences project (see Note 3). We also had $36.2 million outstanding and $5.4 million in availability under our credit facility at June 30, 2011. Net operating income from the W Austin Hotel & Residences project, including proceeds from the sales of condominium units, is required to be used to repay debt incurred in connection with the project. We have $9.0 million in debt maturities in December 2011 and significant debt maturities in 2012 (see “Maturities” below). In addition, we have a minimum equity covenant in our existing credit arrangements that we could fail to satisfy if we have a prolonged weak or worsening real estate market (see “Credit Facility and Other Financing Arrangements” below). Accordingly, we will require additional capital to fund upcoming debt maturities, our current operations and planned development activities. As a result, we are actively pursuing various alternatives to raise additional capital, the successful completion of which inherently involves uncertainties, including financial market conditions.

Comparison of Six-Months 2011 and 2010 Cash Flows
Cash provided by operating activities increased to $25.8 million during the first six months of 2011, compared with cash used in operating activities of $30.8 million during the first six months of 2010, primarily because of a $63.1 million increase in developed property sales principally resulting from sales of condominium units at the W Austin Hotel & Residences project. As stated previously, the continued weakness in the U.S. real estate market has negatively affected sales of lots, and we expect this trend to continue in the near-term. Expenditures for purchases and development of real estate properties for the first six months of 2011 and 2010 included development costs for our real estate operations properties, primarily for the residential portion of the W Austin Hotel & Residences project ($20.9 million during the first six months of 2011 and $23.9 million during the first six months of 2010).

Cash used in investing activities totaled $13.9 million during the first six months of 2011 and $26.7 million during the first six months of 2010. Development expenditures for the first six months of 2011 and 2010 included costs for the hotel, office, retail and entertainment venue portions of the W Austin Hotel & Residences project totaling $12.4 million and $26.4 million, respectively. We also contributed capital to Crestview Station of $0.5 million in the first six months of 2011.

Cash used in financing activities totaled $16.9 million for the first six months of 2011 and cash provided by financing activities totaled $55.4 million for the first six months of 2010. Noncontrolling interest contributions totaled $4.6 million for the first six months of 2011 and $12.2 million for the first six months of 2010. In the first six months of 2011, net borrowings from our credit facility totaled $11.4 million (including borrowings of $5.6 million under the Comerica term loan), borrowings from the Beal Bank loan totaled $20.6 million, borrowings from the Ford loan totaled $4.9 million and borrowings from the Parkside Village loan totaled $0.3 million, partially offset by financing costs of $0.3 million. Debt repayments on the Beal Bank loan, Ford loan and other project and term loans totaled $58.3 million for the first six months of 2011. In the first six months of 2010, net borrowings from our credit facility totaled $14.0 million, borrowings from the Ford loan totaled $30.0 million and borrowings from the 5700 Slaughter term loan totaled $4.5 million, partly offset by financing costs of $1.1 million. Debt repayments on project and term loans totaled $4.2 million for the first six months of 2010. See “Credit Facility and Other Financing Arrangements” for a discussion of our outstanding debt at June 30, 2011.


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Credit Facility and Other Financing Arrangements
At June 30, 2011, we had total debt of $180.4 million, compared with $201.5 million at December 31, 2010. Our debt outstanding at June 30, 2011 consisted of the following:

$60.6 million outstanding under the Beal Bank loan agreement, which is secured by the assets in the W Austin Hotel & Residences project.

$36.2 million outstanding, $2.9 million of letters of credit issued and $5.4 million of availability under our credit facility with Comerica. The credit facility includes a $35.0 million revolving loan, of which $1.0 million is available, and a $10.0 million term loan, of which $4.4 million is available. The availability under the term loan was permanently reduced by $0.5 million in second-quarter 2011 when the first required quarterly principal payment of $0.5 million was made. We used the proceeds from these borrowings for general corporate purposes, including overhead and development costs. The credit facility is secured by assets at Barton Creek, Lantana and Circle C.

$36.0 million outstanding under seven unsecured term loans, which include two $5.0 million loans, an $8.0 million loan, a $7.0 million loan, a $4.0 million loan and two $3.5 million loans.

$20.5 million outstanding under the Lantana promissory note, which is secured by our buildings at 7500 Rialto Boulevard.

$17.9 million outstanding under the Ford loan agreement, which is secured by a second lien on the W Austin Hotel & Residences project assets. Additionally, the Ford loan agreement provides for a profits interest in our joint venture with Canyon-Johnson. The profits interest is accounted for as the lender's participation in the cash flows of the W Austin Hotel & Residences project.  Interest related to this participation will be recognized in future periods when cash flows from which the profits interest is payable are generated. The accumulated balance of the profits interest as of June 30, 2011, was $0.9 million.

$4.5 million outstanding under a term loan, which is secured by Barton Creek Village.

$4.4 million outstanding under a $5.4 million term loan, which is secured by 5700 Slaughter.

$0.3 million outstanding under a $13.7 million construction loan, which is secured by the assets at the Parkside Village project (see Note 4 for further discussion).

The Beal Bank and Ford loan agreements contain customary financial covenants, including a requirement that we maintain a minimum total stockholders’ equity balance of $120.0 million, and contain cross-default provisions with our Comerica credit facility and our First American Asset Management (FAAM) unsecured term loans. As of June 30, 2011, our total stockholders’ equity was $126.2 million. A prolonged weak or worsening real estate market in Austin, Texas, including any impact on our sales of condominium units at the W Austin Hotel & Residences project, could have a material adverse effect on our business, which may adversely affect our cash flows and profitability and reduce our stockholders’ equity. For additional information, see “Risk Factors” located in Item 1A of our 2010 Form 10-K.

Maturities
The following table summarizes our debt maturities as of June 30, 2011 (in thousands):
 
2011
 
2012
 
2013
 
2014
 
2015
 
Thereafter
 
Total
Beal Bank Loan
$

 
$

 
$

 
$
60,547

 
$

 
$

 
$
60,547

Comerica Credit Facility

 
36,184

 

 

 

 

 
36,184

FAAM Loans
9,000

a 
3,500

 
15,000

 
8,500

 

 

 
36,000

Ford Loan

 
17,917

 

 

 

 

 
17,917

Lantana Promissory Note
160

 
334

 
355

 
377

 
400

 
18,901