United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


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

For the quarterly period ended March 31, ~~2020~~2021


☐			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: 001-37716

Stratus Properties Inc.

(Exact name of registrant as specified in its charter)


Delaware						72-1211572
(State or other jurisdiction of						(I.R.S. Employer Identification No.)
incorporation or organization)

212 Lavaca Street, Suite 300

Austin

78701

(Address of principal executive offices)

(Zip Code)

(512) 478-5788

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	STRS	The NASDAQ Stock Market
Series D Participating Cumulative Preferred Stock Purchase Rights	STRS	The NASDAQ Stock Market

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☑ ☐
Non-accelerated filer	☐ ☑	Smaller reporting company	☑
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On ~~June 19, 2020,~~April 30, 2021, there were issued and outstanding ~~8,210,139~~8,234,828 shares of the registrant’s common stock, par value $0.01 per share.

~~EXPLANATORY NOTE~~

On March 4, 2020, the United States Securities and Exchange Commission (the SEC) issued an order under Section 36 of the Securities Exchange Act of 1934, as amended (the Exchange Act), which was modified and superseded on March 25, 2020 (Release No. 34-88465), providing conditional relief to public companies that are unable to meet a filing deadline because of circumstances related to the COVID-19 pandemic (the SEC Order).

Stratus Properties Inc. (we or our) is filing this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, (the Quarterly Report) in reliance on the SEC Order because of circumstances related to the COVID-19 pandemic. In particular, COVID-19 and related precautionary responses from federal, state and local governments limited access to our facilities, including our corporate headquarters, and disrupted normal interactions among our accounting personnel and other staff involved in the completion of our Quarterly Report. The pandemic raised uncertainties surrounding our business and financing activities and real estate transactions. In addition, management’s attention has been focused primarily on addressing the operational and financial challenges presented by the pandemic. These restrictions, uncertainties and challenges slowed the completion of our internal reviews, including the evaluation of the various impacts of COVID-19 on our financial statements, and the preparation and completion of the Quarterly Report in a timely manner.

Pursuant to the requirements of the SEC Order, we filed a Current Report on Form 8-K with the SEC on May 11, 2020, indicating our intention to rely upon the SEC Order with respect to the filing of this Quarterly Report, which would have otherwise been filed by May 11, 2020. This Quarterly Report is being filed within the 45-day extension period provided by the SEC Order.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

STRATUS PROPERTIES INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In Thousands)


		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	23,882	$	19,173	Cash and cash equivalents	$	12,560	$	12,434
Restricted cash	Restricted cash	13,824		19,418		Restricted cash	18,682		21,749
Real estate held for sale	Real estate held for sale	7,546		14,872		Real estate held for sale	2,000		4,204
Real estate under development	Real estate under development	100,953		95,026		Real estate under development	110,464		98,137
Land available for development	Land available for development	46,070		45,539		Land available for development	43,555		53,432
Real estate held for investment, net	Real estate held for investment, net	326,851		329,103		Real estate held for investment, net	283,899		286,529

Lease right-of-use assets	Lease right-of-use assets	11,222		11,378		Lease right-of-use assets	10,784		10,871
Deferred tax assets		9,834		12,311

Other assets	Other assets	18,756		14,548		Other assets	19,927		20,144

Assets held for sale - The Saint Mary						Assets held for sale - The Saint Mary	0		36,516
Total assets	Total assets	$	558,938	$	561,368	Total assets	$	501,871	$	544,016

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities:	Liabilities:					Liabilities:
Accounts payable	Accounts payable	$	12,986	$	16,053	Accounts payable	$	8,659	$	8,047

Accrued liabilities, including taxes	Accrued liabilities, including taxes	6,865		11,580		Accrued liabilities, including taxes	5,477		12,868
Debt	Debt	373,068		365,749		Debt	339,213		351,055
Lease liabilities	Lease liabilities	12,765		12,636		Lease liabilities	13,467		13,269
Deferred gain	Deferred gain	7,423		7,654		Deferred gain	5,936		6,173
Other liabilities	Other liabilities	13,825		13,614		Other liabilities	15,585		17,233

Liabilities held for sale - The Saint Mary						Liabilities held for sale - The Saint Mary	0		25,607
Total liabilities	Total liabilities	426,932		427,286		Total liabilities	388,337		434,252

Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0

Equity:	Equity:					Equity:
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:

Common stock	Common stock	93		93		Common stock	94		94
Capital in excess of par value of common stock	Capital in excess of par value of common stock	186,244		186,082		Capital in excess of par value of common stock	188,121		186,777
Accumulated deficit	Accumulated deficit	(44,637)		(43,567)		Accumulated deficit	(57,413)		(66,357)

Common stock held in treasury	Common stock held in treasury	(21,600)		(21,509)		Common stock held in treasury	(21,753)		(21,600)
Total stockholders’ equity	Total stockholders’ equity	120,100		121,099		Total stockholders’ equity	109,049		98,914
Noncontrolling interests in subsidiaries	Noncontrolling interests in subsidiaries	11,906		12,983		Noncontrolling interests in subsidiaries	4,485		10,850
Total equity	Total equity	132,006		134,082		Total equity	113,534		109,764
Total liabilities and equity	Total liabilities and equity	$	558,938	$	561,368	Total liabilities and equity	$	501,871	$	544,016

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

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STRATUS PROPERTIES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ~~INCOME~~ (Unaudited)

(In Thousands, Except Per Share Amounts)


		Three Months Ended					Three Months Ended
		March 31,					March 31,
		2020		2019			2021		2020
Revenues:	Revenues:					Revenues:
Real estate operations	Real estate operations	$	12,336	$	2,948	Real estate operations	$	6,621	$	12,336
Leasing operations	Leasing operations	5,732		3,629		Leasing operations	5,167		5,732
Hotel	Hotel	5,911		8,325		Hotel	2,118		5,911
Entertainment	Entertainment	4,155		4,796		Entertainment	609		4,155
Total revenues	Total revenues	28,134		19,698		Total revenues	14,515		28,134
Cost of sales:	Cost of sales:					Cost of sales:
Real estate operations	Real estate operations	10,255		46		Real estate operations	4,344		10,255
Leasing operations	Leasing operations	3,082		2,139		Leasing operations	2,377		3,082
Hotel	Hotel	5,899		6,675		Hotel	2,902		5,899
Entertainment	Entertainment	3,098		3,479		Entertainment	1,307		3,098
Depreciation	Depreciation	3,633		2,630		Depreciation	3,002		3,633
Total cost of sales	Total cost of sales	25,967		14,969		Total cost of sales	13,932		25,967
General and administrative expenses	General and administrative expenses	2,815		3,199		General and administrative expenses	4,544		2,815

Gain on sale of assets	Gain on sale of assets	—		(2,113)		Gain on sale of assets	(22,931)		0
Total	Total	28,782		16,055		Total	(4,455)		28,782
Operating (loss) income		(648)		3,643
Operating income (loss)						Operating income (loss)	18,970		(648)
Interest expense, net	Interest expense, net	(3,915)		(2,572)		Interest expense, net	(3,035)		(3,915)

Loss on interest rate derivative instruments	Loss on interest rate derivative instruments	(121)		(59)		Loss on interest rate derivative instruments	0		(121)
Loss on early extinguishment of debt	Loss on early extinguishment of debt	—		(16)		Loss on early extinguishment of debt	(63)		0
Other income, net	Other income, net	19		299		Other income, net	3		19
(Loss) income before income taxes		(4,665)		1,295

Benefit from (provision for) income taxes		2,518		(433)
Income (loss) before income taxes and equity in unconsolidated affiliates' loss						Income (loss) before income taxes and equity in unconsolidated affiliates' loss	15,875		(4,665)
(Provision for) benefit from income taxes						(Provision for) benefit from income taxes	(207)		2,518
Equity in unconsolidated affiliates' loss						Equity in unconsolidated affiliates' loss	(2)		0

Net (loss) income and total comprehensive (loss) income		(2,147)		862
Total comprehensive loss attributable to noncontrolling interests in subsidiaries		1,077		—
Net (loss) income and total comprehensive (loss) income attributable to common stockholders		$	(1,070)	$	862
Net income (loss) and total comprehensive income (loss)						Net income (loss) and total comprehensive income (loss)	15,666		(2,147)
Total comprehensive (income) loss attributable to noncontrolling interests in subsidiaries						Total comprehensive (income) loss attributable to noncontrolling interests in subsidiaries	(6,722)		1,077
Net income (loss) and total comprehensive income (loss) attributable to common stockholders						Net income (loss) and total comprehensive income (loss) attributable to common stockholders	$	8,944	$	(1,070)

Net (loss) income per share attributable to common stockholders:
Net income (loss) per share attributable to common stockholders:						Net income (loss) per share attributable to common stockholders:

Basic	Basic	$	(0.13)	$	0.11	Basic	$	1.09	$	(0.13)

Diluted	Diluted	$	(0.13)	$	0.10	Diluted	$	1.08	$	(0.13)

Weighted-average common shares outstanding:	Weighted-average common shares outstanding:					Weighted-average common shares outstanding:
Basic	Basic	8,200		8,167		Basic	8,223		8,200
Diluted	Diluted	8,200		8,213		Diluted	8,273		8,200

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

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STRATUS PROPERTIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In Thousands)


		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2020		2019			2021		2020
Cash flow from operating activities:	Cash flow from operating activities:					Cash flow from operating activities:
Net (loss) income		$	(2,147)	$	862
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Net income (loss)						Net income (loss)	$	15,666	$	(2,147)
Adjustments to reconcile net income (loss) to net cash used in operating activities:						Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	Depreciation	3,633		2,630		Depreciation	3,002		3,633
Cost of real estate sold	Cost of real estate sold	8,146		1,931		Cost of real estate sold	3,112		8,146
Gain on sale of assets	Gain on sale of assets	—		(2,113)		Gain on sale of assets	(22,931)		0
Loss on interest rate derivative contracts		121		59
Loss on early extinguishment of debt	Loss on early extinguishment of debt	—		16		Loss on early extinguishment of debt	63		0
Amortization of debt issuance costs and stock-based compensation	Amortization of debt issuance costs and stock-based compensation	538		296		Amortization of debt issuance costs and stock-based compensation	529		538

Equity in unconsolidated affiliates' loss						Equity in unconsolidated affiliates' loss	2		0

Deferred income taxes						Deferred income taxes	0		2,477
Loss on interest rate derivative instruments						Loss on interest rate derivative instruments	0		121
Purchases and development of real estate properties						Purchases and development of real estate properties	(2,489)		(6,222)
Decrease in deposits						Decrease in deposits	(20)		(185)

(Decrease) increase in deposits		(185)		108
Deferred income taxes		2,477		291
Purchases and development of real estate properties		(6,222)		(3,298)

Municipal utility district reimbursements applied to real estate under development		—		920
Increase in other assets		(3,967)		(928)
Decrease (increase) in other assets						Decrease (increase) in other assets	238		(3,967)
Decrease in accounts payable, accrued liabilities and other	Decrease in accounts payable, accrued liabilities and other	(6,828)		(83)		Decrease in accounts payable, accrued liabilities and other	(7,543)		(6,828)
Net cash (used in) provided by operating activities		(4,434)		691
Net cash used in operating activities						Net cash used in operating activities	(10,371)		(4,434)

Cash flow from investing activities:	Cash flow from investing activities:					Cash flow from investing activities:
Capital expenditures	Capital expenditures	(2,328)		(29,443)		Capital expenditures	(1,009)		(2,328)
Proceeds from sale of assets	Proceeds from sale of assets	—		3,170		Proceeds from sale of assets	59,488		0
Payments on master lease obligations	Payments on master lease obligations	(287)		(306)		Payments on master lease obligations	(270)		(287)
Purchase of noncontrolling interest in consolidated subsidiary		—		(4,589)

Net cash used in investing activities		(2,615)		(31,168)
Other, net						Other, net	(5)		0
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	58,204		(2,615)

Cash flow from financing activities:	Cash flow from financing activities:					Cash flow from financing activities:
Borrowings from credit facility	Borrowings from credit facility	12,500		12,086		Borrowings from credit facility	17,000		12,500
Payments on credit facility	Payments on credit facility	(5,681)		(12,911)		Payments on credit facility	(26,227)		(5,681)
Borrowings from project loans	Borrowings from project loans	5,905		30,744		Borrowings from project loans	458		5,905
Payments on project and term loans	Payments on project and term loans	(6,380)		(4,006)		Payments on project and term loans	(28,708)		(6,380)

Cash dividend paid for stock-based awards		(8)		(17)
Cash dividend paid on vested stock-based awards						Cash dividend paid on vested stock-based awards	(4)		(8)
Stock-based awards net payments	Stock-based awards net payments	(91)		(100)		Stock-based awards net payments	(153)		(91)

Distributions to noncontrolling interests						Distributions to noncontrolling interests	(13,087)		0

Financing costs	Financing costs	(81)		(209)		Financing costs	(53)		(81)
Net cash provided by financing activities		6,164		25,587
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(50,774)		6,164
Net decrease in cash, cash equivalents and restricted cash	Net decrease in cash, cash equivalents and restricted cash	(885)		(4,890)		Net decrease in cash, cash equivalents and restricted cash	(2,941)		(885)

Cash, cash equivalents and restricted cash at beginning of year	Cash, cash equivalents and restricted cash at beginning of year	38,591		38,919		Cash, cash equivalents and restricted cash at beginning of year	34,183		38,591
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	37,706	$	34,029	Cash, cash equivalents and restricted cash at end of period	$	31,242	$	37,706

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

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STRATUS PROPERTIES INC.

CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)

(In Thousands)


		Stockholders’ Equity																																								Stockholders’ Equity
										Common Stock Held in Treasury					Total Stockholders' Equity																											Common Stock Held in Treasury							Total Stockholders' Equity
		Common Stock					Capital in Excess of Par Value		Accum-ulated Deficit															Noncontrolling Interests in Subsidiaries									Common Stock						Capital in Excess of Par Value								Common Stock Held in Treasury						Total Stockholders' Equity		Noncontrolling Interests in Subsidiaries
		Number of Shares	At Par Value								Number of Shares		At Cost				Total Stockholders' Equity					Total Equity							Number of Shares				At Par Value				Capital in Excess of Par Value				Number of Shares			At Cost	Noncontrolling Interests in Subsidiaries
Balance at December 31, 2019		9,330	$	93	$	186,082	$	(43,567)		1,133	$	(21,509)	$	121,099				$	12,983
Balance at December 31, 2020																		Balance at December 31, 2020			9,358				$	94			$	186,777			$	(66,357)						1,137		$	(21,600)				$	98,914			$	10,850				$	109,764

Exercised and vested stock-based awards	Exercised and vested stock-based awards	17	—		—		—			—	—		—					—				—		Exercised and vested stock-based awards			19				—				0			—				—			—				0				—			0
Stock-based compensation	Stock-based compensation	—	—		162		—			—	—		162		—			162		Stock-based compensation			—				—				182				—					—		—			182				—				182
Grant of restricted stock units under the Profit Participation Incentive Plan																				Grant of restricted stock units under the Profit Participation Incentive Plan			—				—				1,162				—					—		—			1,162				—				1,162

Tender of shares for stock-based awards	Tender of shares for stock-based awards	—	—		—		—			4	(91)		(91)		—			(91)		Tender of shares for stock-based awards			—				—				—				—					6		(153)			(153)				—				(153)

Total comprehensive loss		—	—		—		(1,070)			—	—		(1,070)		(1,077)			(2,147)
Balance at March 31, 2020		9,347	$	93	$	186,244	$	(44,637)		1,137	$	(21,600)	$	120,100	$	11,906		$	132,006
Distributions to noncontrolling interests																				Distributions to noncontrolling interests			—				—				—				—					—		—			—				(13,087)				(13,087)
Total comprehensive income																				Total comprehensive income			—				—				—				8,944					—		—			8,944				6,722				15,666
Balance at March 31, 2021																				Balance at March 31, 2021			9,377				$	94			$	188,121			$	(57,413)				1,143		$	(21,753)		$	109,049			$	4,485			$	113,534

Balance at December 31, 2018 9,288 $ 93 $ 186,256 $ (41,103) 1,124 $ (21,260) $ 123,986 $ 22,665 $ 146,651
Exercised and vested stock-based awards 17 — — — — — — — —
Stock-based compensation — — 168 — — — 168 — 168
Tender of shares for stock-based awards — — — — 4 (100) (100) — (100)
Purchase of noncontrolling interest in consolidated subsidiary — — — — — — — (4,589) (4,589)
Total comprehensive income — — — 862 — — 862 — 862
Balance at March 31, 2019 9,305 $ 93 $ 186,424 $ (40,241) 1,128 $ (21,360) $ 124,916 $ 18,076 $ 142,992






Balance at December 31, 2019	9,330	$	93	$	186,082	$	(43,567)	1,133	$	(21,509)	$	121,099	$	12,983	$	134,082



Exercised and vested stock-based awards	17	—		0		—		—	—		0		—		0

Stock-based compensation	—	—		162		—		—	—		162		—		162


Tender of shares for stock-based awards	—	—		—		—		4	(91)		(91)		—		(91)


Total comprehensive loss	—	—		—		(1,070)		—	—		(1,070)		(1,077)		(2,147)
Balance at March 31, 2020	9,347	$	93	$	186,244	$	(44,637)	1,137	$	(21,600)	$	120,100	$	11,906	$	132,006

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

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STRATUS PROPERTIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.GENERAL

The unaudited consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States (GAAP) and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, ~~2019,~~2020, included in Stratus Properties Inc.’s (Stratus) Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (Stratus ~~2019~~2020 Form 10-K) filed with the United States (U.S.) Securities and Exchange Commission. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported and consist of normal recurring adjustments.

Operating results for the ~~three-month period ended March 31, 2020,~~first quarter of 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020.~~2021. In particular, Stratus recognized a $22.9 million gain on the ~~impact~~sale of ~~the COVID-19 pandemic intensified late~~assets in the first quarter of ~~2020, has~~2021 and the COVID-19 pandemic continued ~~into the second quarter of 2020 and is expected~~ to ~~continue beyond the second quarter of 2020.~~affect Stratus' operations. As a result, this interim period, as well as future interim periods ~~in 2020,~~while the COVID-19 pandemic is ongoing, will not be comparable to past performance or indicative of future performance.

The preparation of Stratus’ consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, including those related to the potential impacts arising from the COVID-19 pandemic and related government actions, that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ materially from those estimates. As the impact of the COVID-19 pandemic continues to evolve, and the extent of its impact cannot be determined with certainty, estimates and assumptions about future events and their effects require increased judgement. Stratus’ ~~future~~ assessment of the future magnitude and duration of the COVID-19 pandemic and related economic disruption, as well as other factors could result in material changes to the estimates used in and material impacts to Stratus’ consolidated financial statements in future reporting periods.

~~Block 21 Update.~~ Block 21 is Stratus’ wholly owned mixed-use real estate development and entertainment business in downtown Austin, Texas that contains the 251-room W Austin Hotel and is home to Austin City Limits Live at the Moody Theater, a 2,750-seat entertainment venue that serves as the location for the filming of Austin City Limits, the longest running music series in American television history. Block 21 also includes Class A office space, retail space and the 3TEN ACL Live entertainment venue and business.

On December 9, 2019, Stratus entered into definitive agreements to sell Block 21 to Ryman Hospitality Properties, Inc. (Ryman) for $275 million. Ryman deposited $15.0 million in earnest money to secure its performance under the agreements governing the sales. As this represented a strategic shift for Stratus, the assets and liabilities of Block 21 were previously classified as held for sale - discontinued operations in the consolidated balance sheet at December 31, 2019. As previously disclosed, on May 21, 2020, Ryman delivered a termination letter, which was agreed to and accepted by Stratus, terminating the agreements to sell Block 21 and authorizing the release of Ryman's $15.0 million in earnest money to Stratus. Stratus used $13.8 million of the $15.0 million earnest money to pay down its Comerica Bank revolving credit facility and used the remaining $1.2 million for Block 21 debt service and required monthly reserves. Stratus will record the $15.0 million as income in the second quarter of 2020. As a result of the termination of the agreements to sell Block 21, Stratus has concluded that such assets and liabilities no longer qualified as held for sale as of March 31, 2020. The carrying amounts as of December 31, 2019, of Block 21’s major classes of assets and liabilities, which were previously classified as held for sale - discontinued operations in the consolidated balance sheet follow (in thousands):


~~Assets:~~
~~Cash and cash equivalents~~	$	~~10,408~~
~~Restricted cash~~	~~13,574~~
~~Real estate held for investment~~	~~131,286~~
~~Other assets~~	~~3,480~~
~~Total assets~~	$	~~158,748~~
~~Liabilities:~~
~~Accounts payable and accrued liabilities, including taxes~~	$	~~7,005~~
~~Debt~~	~~141,184~~
~~Other liabilities~~	~~7,036~~
~~Total liabilities~~	$	~~155,225~~

~~Table of Contents~~

COVID-19 Pandemic Impact. Since January 2020, the COVID-19 pandemic has caused substantial disruption in international and U.S. economies and markets. The World Health Organization designated the COVID-19 outbreak a pandemic in mid-March 2020. The impacts of the pandemic are expected to continue during 2021 but are anticipated to lessen through the year. The pandemic has resulted in government restrictions of various degrees and effective at various times, including stay-at-home orders, bans on travel, limitations on the size of gatherings, limitations on the operations of businesses deemed non-essential, closures of work facilities, schools, public buildings and businesses, cancellation of events (including entertainment events, conferences and meetings), quarantines and social distancing measures. ~~The pandemic~~Effective March 10, 2021, the Governor of Texas issued an executive order lifting the mask mandate in Texas and ~~responses to it have also caused a steep increase in unemployment~~increasing the capacity of all businesses and facilities in the ~~U.S.~~state to 100 percent. Businesses in Texas may still limit capacity or implement additional safety protocols at their own discretion. While Stratus is ramping up its hotel and entertainment operations, it will continue to increase capacity gradually and safely and in compliance with all applicable regulations. As a result, the pandemic has had, and is expected to continue to have, a significant adverse impact on Stratus' business and ~~operations. As mentioned above, Stratus' previously announced transaction to sell Block 21 was terminated by Ryman as a result of~~operations, particularly on the ~~capital markets~~hotel and economic environment caused by the COVID-19 pandemic. Additionally, Stratus is deferring progress on development projects pending improvements in health and market conditions, but Stratus continues to advance its land planning, engineering and permitting activities.entertainment segments. Because the pandemic is unprecedented in recent history, and its severity, duration and future economic consequences are difficult to predict, Stratus cannot predict its future impact on the company with any certainty.

Stratus’ revenue, operating income and cash flow in its hotel and entertainment segments were adversely impacted beginning late in the first quarter of 2020 ~~have been more adversely impacted in~~and through the ~~second~~first quarter of ~~2020~~2021, and are expected to continue to be adversely impacted ~~beyond second-quarter 2020.~~during 2021, although the adverse impacts are currently anticipated to lessen through the year. For example, while the hotel has remained open throughout the pandemic, average occupancy ~~for the second quarter through June 21, 2020, was 12 percent, with June having the highest occupancy in the second quarter, averaging 24 percent.~~

~~As a result of the COVID-19 pandemic, many of Stratus’ retail leasing tenants, other than grocery and liquor stores, closed or were operating at significantly reduced capacity beginning late~~ in the first quarter of ~~2020 and continuing into~~2021 was 21 percent, compared to 50 percent in the ~~second~~first quarter of 2020. ~~Beginning~~However, the average occupancy in ~~April~~the first quarter of 2021 was higher than the average occupancy in the fourth quarter of 2020, ~~Stratus agreed, generally, to 90-day base rent deferrals~~which was 13 percent. Stratus' entertainment venues, ACL Live and 3TEN ACL Live, hosted a limited number of events with ~~a majority of these tenants. The deferred rent will be amortized over a 12-month or 24-month period starting in January~~restricted capacity during first-quarter 2021. These rent deferrals have resulted in a reduction of scheduled base rent collections of approximately 30 percent for the second quarter through June 22, 2020. As of mid-June, most of Stratus’ retail tenants have reopened. At its multi-family properties, Stratus has granted rent deferral accommodations on a case-by-case basis, which as of June 22, 2020, had resulted in a reduction of scheduled rent collections of approximately 2 percent of contractual rents, with no material decline in occupancy. In the aggregate, Stratus’ second-quarter retail and multi-family rent collections are 15 percent less than scheduled rent as of June 22, 2020. Stratus will assess these deferred rents for potential credit losses at June 30, 2020.

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was signed into law on March 27, 2020. The CARES Act provides retroactive tax provisions and other stimulus measures to affected companies including the ability to carryback net operating losses, raising the limitation on the deductibility of interest expense, technical corrections to accelerate tax depreciation for qualified improvement property, and delaying the payment of employer payroll taxes. On April 22, 2020, Stratus received a $4.0 million loan under the Paycheck Protection Program of the CARES Act. The loan bears interest at 1 percent and matures April 15, 2022. The proceeds from the loan must be used to retain workers and maintain payroll or make mortgage interest payments, lease payments and utility payments. As of June 25, 2020, Stratus has not used the funds. Refer to Note 81 of the Stratus 2020 Form 10-K for further discussion of ~~income tax benefits.~~the pandemic's impacts on Stratus' business.

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Subsequent Events. Stratus evaluated events after March 31, 2021, 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.

2. EARNINGS PER SHARE

Stratus’ basic net income (loss) ~~income~~ per share of common stock was calculated by dividing the net income (loss) ~~income~~ attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. A reconciliation of net income (loss) ~~income~~ and weighted-average shares of common stock outstanding for purposes of calculating diluted net income (loss) ~~income~~ per share (in thousands, except per share amounts) follows:

Three Months Ended
March 31,
2020 2019
Net (loss) income and total comprehensive (loss) income attributable to common stockholders $ (1,070) $ 862
Basic weighted-average shares of common stock outstanding 8,200 8,167
Add shares issuable upon exercise or vesting of dilutive stock options and restricted stock units (RSUs) —
^a
46
^b
Diluted weighted-average shares of common stock outstanding 8,200 8,213
Net (loss) income per share attributable to common stockholders:
Basic $ (0.13) $ 0.11
Diluted $ (0.13) $ 0.10


	Three Months Ended
	March 31,
		2021			2020


Net income (loss) and total comprehensive income (loss) attributable to common stockholders		$	8,944		$	(1,070)

Basic weighted-average shares of common stock outstanding		8,223			8,200
Add shares issuable upon exercise or vesting of dilutive stock options and restricted stock units (RSUs)		50		a	0		b

Diluted weighted-average shares of common stock outstanding		8,273			8,200

Basic net income (loss) per share attributable to common stockholders		$	1.09		$	(0.13)



Diluted net income (loss) per share attributable to common stockholders		$	1.08		$	(0.13)

a.Excludes 16 thousand shares of common stock associated with RSUs that were anti-dilutive.

b.Excludes 78 thousand shares of common stock associated with RSUs and stock options that were anti-dilutive as a result of the net loss.

b.~~Excludes 31 thousand shares of common stock associated with RSUs that were anti-dilutive.~~

3. RELATED PARTY TRANSACTIONS

The Saint Mary, L.P. OnIn June ~~19,~~ 2018, The Saint Mary, L.P., a Texas limited partnership and a subsidiary of Stratus, completed a series of financing transactions to develop The Saint Mary, a 240-unit luxury, garden-style apartment project in the Circle C community in Austin, Texas. The financing transactions included ~~(1)~~ a $26.0 million construction loan with Texas Capital Bank, National Association and ~~(2)~~ an $8.0 million private placement. As one of the participants in the private placement offering, LCHM Holdings, LLC (LCHM), a related party as a result of its greater than 5 percent beneficial ownership of Stratus’ common stock, purchased limited partnership interests representing a 6.1 percent equity interest in The Saint Mary, L.P. Refer to Note 2 of the Stratus ~~2019~~2020 Form 10-K for further discussion.

The Saint Mary, L.P. sold The Saint Mary property in January 2021. In connection with the sale, The Saint Mary, L.P. distributed $1.8 million to LCHM. Refer to Note 4 for further discussion.

Stratus Kingwood Place, L.P. OnIn August 3, 2018, Stratus Kingwood Place, L.P., a Texas limited partnership and a subsidiary of Stratus (the Kingwood, L.P.), completed a $10.7 million private placement, approximately $7 million of which, combined with a $6.75 million loan from Comerica Bank, was used to purchase a 54-acre tract of land located in Kingwood, Texas for $13.5 million, for the development of Kingwood Place, a ~~new~~ H-E-B, ~~L.P. (HEB)-anchored,~~L.P.-anchored, mixed-use development project (Kingwood Place). As one of the participants in the private placement offering, LCHM purchased ~~Class B~~ limited partnership interests initially representing an 8.8 percent equity interest in the Kingwood, L.P. Refer to Note 2 of the Stratus ~~2019~~2020 Form 10-K for further discussion.

Stratus has performed evaluations and concluded that The Saint Mary, L.P. and the Kingwood, L.P. are variable interest entities and that Stratus is the primary beneficiary. Stratus will continue to evaluate which entity is the primary beneficiary of The Saint Mary, L.P. and the Kingwood, L.P. in accordance with applicable accounting guidance. The Saint Mary, L.P. and the Kingwood, L.P.’s results are consolidated in Stratus’ financial statements.

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Stratus’ consolidated balance sheets include the following ~~combined~~assets and liabilities of the Kingwood, L.P. (in thousands). The assets and liabilities of The Saint Mary ~~L.P.~~(primarily the real estate held for investment and the ~~Kingwood, L.P. (in thousands):~~related debt) are presented as held for sale in Stratus' consolidated balance sheets as of December 31, 2020.


		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Assets:	Assets:					Assets:
Cash and cash equivalents	Cash and cash equivalents	$	2,109	$	1,110	Cash and cash equivalents	$	437	$	745

Real estate under development	Real estate under development	9,585		3,703		Real estate under development	2,380		2,380
Land available for development	Land available for development	4,163		9,273		Land available for development	8,155		8,143
Real estate held for investment	Real estate held for investment	64,263		64,637		Real estate held for investment	31,810		31,962
Other assets	Other assets	1,878		1,807		Other assets	2,060		2,195
Total assets	Total assets	$	81,998	$	80,530	Total assets	44,842		45,425
Liabilities:	Liabilities:					Liabilities:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	4,973	$	8,680	Accounts payable and accrued liabilities	669		850

Debt	Debt	51,974		45,848		Debt	31,469		31,215
Total liabilities	Total liabilities	$	56,947	$	54,528	Total liabilities	32,138		32,065
Net assets	Net assets	$	25,051	$	26,002	Net assets	$	12,704	$	13,360

Other Transactions. Stratus has an arrangement with Austin Retail Partners for services provided by a consultant of Austin Retail Partners who is the son of Stratus' President and Chief Executive Officer. Payments to Austin Retail Partners for the consultant's ~~general~~ consulting services ~~related to the entitlement and development of properties~~ and expense reimbursements totaled ~~approximately~~$37 thousand in first-quarter 2021 and $39 thousand in first-quarter ~~2020 and $27 thousand in first-quarter 2019. Refer to Note 2 of the Stratus 2019 Form 10-K for further discussion.~~2020.

4. DISPOSITIONS

~~Circle C.~~ The Saint Mary.In January ~~2019, Stratus~~2021, The Saint Mary, L.P. sold ~~a retail pad subject to a ground lease located in the Circle C community~~The Saint Mary for ~~$3.2~~$60.0 million. ~~Stratus used a portion~~After closing costs and payment of the outstanding construction loan, the sale generated net proceeds of approximately $34 million. After establishing a reserve for remaining costs of the partnership, Stratus received $20.9 million from the subsidiary in connection with the sale ~~to repay $2.5~~and $12.9 million of ~~its Comerica Bank credit facility borrowings and recorded~~the net proceeds were distributed to the noncontrolling interest owners. Stratus recognized a gain on ~~this~~the sale ~~totaling $2.1~~of $22.9 million ($16.2 million net of noncontrolling interests) in the first quarter of 2021. Stratus also recognized a $63 thousand loss on extinguishment of debt related to the repayment of The Saint Mary construction loan.

Stratus reported the assets and liabilities of The Saint Mary as held for sale in its December 31, 2020, consolidated balance sheet. The carrying amounts of the major classes of assets and liabilities for The Saint Mary as of December 31, 2020, follow (in thousands):


Assets:
Real estate held for investment, net	$	36,341
Other assets	175
Total assets held for sale	$	36,516
Liabilities:
Accrued liabilities	$	68
Debt	25,319
Other liabilities	220
Total liabilities held for sale	$	25,607

The Saint Mary had rental revenue of $0.1 million in first-quarter ~~2019.~~2021 prior to the sale and $0.7 million in first-quarter 2020. Interest expense, net of capitalized amounts, related to The Saint Mary construction loan was less than $0.1 million in first-quarter 2021 and $0.3 million in first-quarter 2020.

5. FAIR VALUE MEASUREMENTS

Fair value accounting guidance includes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

The carrying value for certain Stratus financial instruments (i.e., cash and cash equivalents, restricted cash, accounts payable and accrued liabilities) approximates fair value because of their short-term nature and generally negligible credit losses.

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A summary of the carrying amount and fair value of Stratus' other financial instruments follows (in thousands):

March 31, 2020 December 31, 2019
Carrying
Value Fair
Value Carrying
Value Fair
Value
Assets:
Interest rate cap agreement $ 1 $ 1 $ 3 $ 3
Liabilities:
Debt 373,068 377,427 365,749 370,558
Interest rate swap agreement 233 233 114 114

~~Interest Rate Cap and Swap Agreements.~~ In September 2019, a Stratus subsidiary paid $24 thousand to enter into an interest rate cap agreement, which caps the maximum London Interbank Offered Rate (LIBOR) at 3.0 percent, on a total notional amount of $75.0 million (the principal amount of The Santal loan). The interest rate cap agreement provides that the Stratus subsidiary will collect the difference between 3.0 percent and one-month LIBOR if one-month LIBOR is greater than 3.0 percent (refer to Note 6 in the Stratus 2019 Form 10-K for further discussion of The Santal loan). The interest rate cap agreement terminates on October 5, 2021.

The interest rate swap agreement with Comerica Bank was entered into in 2013, is effective through December 31, 2020, and has a fixed interest rate of 2.3 percent compared to the variable rate based on the one-month LIBOR. As of March 31, 2020, the agreement had a notional amount of $15.2 million, which will amortize to $14.8 million by the end of the agreement, and as of December 31, 2019, the agreement had a notional amount of $15.3 million.

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The interest rate cap and swap agreements do not qualify for hedge accounting so changes in the agreements' fair values are recorded in the consolidated statements of comprehensive (loss) income. Stratus uses an interest rate pricing model that relies on market observable inputs such as LIBOR to measure the fair value of both agreements. Stratus also evaluated the counterparty credit risk associated with both agreements, which is considered a Level 3 input, but did not consider such risk to be significant. Therefore, the interest rate cap and swap agreements are classified within Level 2 of the fair value hierarchy.


	March 31, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value



Liabilities:
Debt	$	339,213	$	342,214	$	351,055	$	354,380

Debt. Stratus' debt is recorded at cost and is not actively traded. Fair value is estimated based on discounted future expected cash flows at estimated current market interest rates. Accordingly, Stratus' debt is classified within Level 2 of the fair value hierarchy. The fair value of debt does not represent the amounts that will ultimately be paid upon the maturities of the loans.

6. DEBT

The components of Stratus' debt are as follows (in thousands):


		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Goldman Sachs loan		$	140,643	$	141,184
Block 21 loan						Block 21 loan	$	138,417	$	139,013

The Santal loan	The Santal loan	74,065		73,972		The Santal loan	74,439		74,343
Comerica Bank credit facility	Comerica Bank credit facility	49,300		42,482		Comerica Bank credit facility	34,077		43,304
New Caney land loan	New Caney land loan	4,918		4,908		New Caney land loan	4,485		4,949

Paycheck Protection Program (PPP) loan						Paycheck Protection Program (PPP) loan	3,987		3,987
Construction loans:	Construction loans:					Construction loans:
Kingwood Place	Kingwood Place	26,983		23,991		Kingwood Place	31,469		31,215
The Saint Mary		24,991		21,857

Jones Crossing						Jones Crossing	22,370		22,377
Lantana Place	Lantana Place	23,283		23,268		Lantana Place	21,926		24,051
Jones Crossing		21,669		21,354
West Killeen Market	West Killeen Market	7,211		7,213		West Killeen Market	6,674		6,707
Amarra Villas credit facility	Amarra Villas credit facility	5		5,520		Amarra Villas credit facility	1,369		1,109
Total debt^a	Total debt^a	$	373,068	$	365,749	Total debta	$	339,213	$	351,055

a.Includes net reductions for unamortized debt issuance costs of ~~$3.1~~$1.9 million at March 31, ~~2020,~~2021, and ~~$3.5~~$2.2 million at December 31, ~~2019.~~

2020.

As of March 31, ~~2020,~~2021, Stratus had ~~$10.6~~$25.8 million available under its $60.0 million Comerica Bank credit facility, with a $150 thousand of letters of credit committed against the credit facility. Effective April 14, 2020, Stratus and Comerica Bank agreed to modify the Comerica Bank credit facility to (i) extend the maturity date of the credit facility from June 29, 2020, to September 27, 2020, and (ii) revise the definition of LIBOR to provide for an increase in the LIBOR floor from zero percent to one percent. On June 12, 2020, the Company entered into a further amendment to its credit facility agreement with Comerica Bank to extend the maturity date of the facility to September 27, 2022. As of June 12, 2020, Stratus had $25.0 million available under its $60.0 million Comerica Bank credit facility, with $150 thousand of lettersletter of credit committed against the credit facility.

In January ~~2020,~~2021, Stratus entered into an amendment to the ~~Kingwood~~Lantana Place construction loan in which Stratus' Lantana Place subsidiary was ~~modified~~granted a waiver of the debt service coverage ratio covenant until September 30, 2021, at which point the ratio is measured by reference to ~~increase~~ the ~~loan amount~~three-month period then ended, and subsequently builds each quarter until measured by ~~$2.5~~reference to the 12-month period ending June 30, 2022, and then on a trailing 12-month period for each quarter thereafter. As part of the January 2021 amendment, Stratus repaid $2.0 million ~~to a total of $35.4 million. The increase is being used to fund~~in principal on the Lantana Place construction ~~of a retail building on an existing Kingwood Place retail pad.~~loan.

In March 2021, Stratus exercised its option to extend the New Caney land loan for an additional 12 months from March 8, 2021, to March 8, 2022, which required a principal payment of $0.5 million.

In April 2021, Stratus entered into an amendment to The Santal loan to (i) extend the maturity date from October 5, 2022, to October 5, 2024 (and remove two options to extend the maturity date for an additional 12 months); (ii) revise the interest rate from LIBOR (or, if applicable, a replacement rate) plus 2.85 percent, with a 4.80 percent floor, to LIBOR (or, if applicable, a replacement rate) plus 3.25 percent, with a 3.40 percent floor; (iii) eliminate the requirement that Stratus' Santal subsidiary make minimum amortization payments beginning in November 2022; (iv) extend the period during which The Santal loan may not be prepaid from April 2020 to June 2022; and (v) revise certain events or circumstances that would qualify as an event of default or violate the prohibition on conveyances under the applicable provisions.

In April 2020, Stratus received a $4.0 million loan under the Paycheck Protection Program (PPP loan) of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), which was signed into law on March 27, 2020. The PPP loan accrues interest at one percent and will mature on April 15, 2022, except for the portion that may be forgiven. The proceeds from the loan were to be used to retain workers and maintain payroll or make mortgage interest payments, lease payments and utility payments. Stratus intends to apply for forgiveness of its PPP loan prior to the June 2021 deadline; however, no assurance of full forgiveness can be provided.

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For ~~a description of~~additional information regarding Stratus' ~~other~~ debt, refer to Note 6 in the Stratus ~~2019~~2020 Form 10-K.

Interest Expense and Capitalization. Interest costs (before capitalized interest) totaled $4.3 million in first-quarter 2021 and $5.2 million in first-quarter ~~2020 and $4.6 million in first-quarter 2019.~~2020. Stratus' capitalized interest totaled $1.3 million in both first-quarter 2021 and first-quarter 2020, ~~and $2.1 million in first-quarter 2019,~~ primarily related to development activities at Barton Creek. ~~The 2019 period also included capitalized interest related to development activities at Kingwood Place and The Saint Mary.~~

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7. PROFIT PARTICIPATION INCENTIVE PLAN

In July 2018, the ~~Stratus~~ Compensation Committee of ~~the~~Stratus' Board of Directors (the Committee) unanimously adopted the Stratus Profit Participation Incentive Plan (the Plan), which provides participants with economic incentives tied to the success of the development projects designated by the Committee as approved projects under the Plan. Estimates related to the awards may change over time as a result of differences between projected and actual development progress and costs, market conditions and the timing of capital transactions or valuation events.

Refer to Note 8 of the Stratus ~~2019~~2020 Form 10-K for further discussion.

During first-quarter 2021, Stratus added $0.2 million to project development costs and charged $0.5 million to general and administrative expense related to the Plan. In March 2021, Stratus granted 53,411 stock-settled RSUs with a grant-date value of $1.5 million, based on Stratus' stock price on the date of issuance, under the Plan for West Killeen Market, which reached a valuation event under the Plan in October 2020. Stratus transferred the $1.2 million accrued liability balance under the Plan for West Killeen Market to capital in excess of par value and will amortize the $0.3 million balance of the grant date value with a charge to general and administrative expenses and a credit to capital in excess of par value over the three-year vesting period of the RSUs. The sale of The Saint Mary in January 2021, was a capital transaction under the Plan. The accrued liability under the Plan related to The Saint Mary project totaled $2.2 million at March 31, 2021, and is expected to be paid in cash to eligible participants no later than March 15, 2022.

During first-quarter 2020, Stratus recorded a $49 thousand reduction to the accrued liability for the Plan of which $4 thousand reduced project development costs and $45 thousand reduced general ~~and~~ administrative expenses. ~~During first-quarter 2019, Stratus accrued $0.2 million to project development costs and $0.3 million in general and administrative expenses related to the Plan.~~ The accrued liability for the Plan totaled ~~$2.4~~$5.7 million at March 31, ~~2020,~~2021, and ~~$2.5~~$6.2 million at December 31, ~~2019~~2020 (included in other liabilities). As of March 31, ~~2020,~~2021, 0 amounts had been paid in cash to participants under the Plan.

8. INCOME TAXES

Stratus’ accounting policy for and other information regarding its income taxes is further described in Notes 1 and 7 in the Stratus ~~2019~~2020 Form 10-K.

Stratus had deferred tax assets (net of deferred tax ~~liabilities)~~liabilities and valuation allowances) totaling ~~$9.8~~$44 thousand at March 31, 2021, and December 31, 2020. Stratus' deferred tax assets had valuation allowances totaling $11.9 million at March 31, ~~2020~~, 2021, and ~~$12.3~~$10.7 million at December 31, ~~2019.~~2020. In evaluating the recoverability of the deferred tax assets, management considered available positive and negative evidence, giving greater weight to the recent current cumulative losses and uncertainty regarding projected future financial results. Upon a change in facts and circumstances, management may conclude that sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance in the future, which would favorably impact Stratus' results of operations. Stratus’ future results of operations may be negatively impacted by an inability to realize a tax benefit for future tax losses or for items that will generate additional deferred tax ~~assets.~~assets that are not more likely than not to be realized.

The difference between Stratus' consolidated effective income tax rate of 1 percent for the first three months of 2021 and the U.S. Federal statutory income tax rate of 21 percent was primarily attributable to a forecasted taxable loss for 2021, noncontrolling interests in subsidiaries, the presence of a full valuation allowance against U.S. Federal deferred tax assets, and the Texas state margin tax. The difference between Stratus' consolidated effective income tax rate of 54 percent for the first three months of 2020 and the U.S. Federal statutory income tax rate of 21 percent, was primarily attributable to the CARES Act, which ~~allows~~allowed Stratus to carryback losses to 2017 when the U.S. corporate tax rate was 35 percent, among other impacts, resulting in a first-quarter 2020 tax benefit of $1.3 million, and the Texas state margin tax. The difference between Stratus' consolidated effective income tax rate for the first three months of 2019 and the U.S. Federal statutory income tax rate of 21 percent, was primarily attributable to the Texas state margin tax and permanent differences.

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9. BUSINESS SEGMENTS

Stratus ~~currently~~ has 4 operating segments: Real Estate Operations, Leasing Operations, Hotel and Entertainment.

The Real Estate Operations segment is comprised of Stratus’ real estate assets (developed for sale, under development and available for development), which consists of its properties in Austin, Texas (including the Barton Creek community; the Circle C community; the Lantana community, including a portion of Lantana Place planned for a future ~~commercial~~multi-family phase; and one condominium unit at the W Austin ~~Hotel & Residences)~~Residences in Block 21, which was sold in February 2021); in Lakeway, Texas, located in the greater Austin area (Lakeway); in College Station, Texas (a portion of Jones Crossing and vacant pad sites); in Killeen, Texas (vacant pad sites at West Killeen Market); and in Magnolia, Texas ~~(Magnolia)~~(Magnolia Place), Kingwood, Texas ~~(a portion of Kingwood Place, land~~(land for future multi-family development and vacant pad sites) and New Caney, Texas (New Caney), located in the greater Houston area.

The Leasing Operations segment is comprised of Stratus’ real estate assets, both residential and commercial, that are leased or available for lease and includes The Santal, West Killeen Market, ~~The Saint Mary,~~ office and retail space at ~~the W Austin Hotel & Residences~~Block 21 and completed portions of Lantana Place, Jones Crossing and Kingwood Place. The Saint Mary was included in Leasing Operations until it was sold in January 2021 (see Notes 3 and 4 for further discussion).

The Hotel segment includes the W Austin Hotel located at ~~the W Austin Hotel & Residences~~Block 21 in downtown Austin, Texas.

The Entertainment segment includes ACL Live, a live music and entertainment venue, and 3TEN ACL Live, both located at ~~the W Austin Hotel & Residences.~~Block 21. In addition to hosting concerts and private events, ACL Live is the home of Austin City Limits, the longest running music series in American television history.

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Stratus uses operating income or loss to measure the performance of each segment. General and administrative expenses, which primarily consist of employee salaries, wages and other costs, are managed on a consolidated basis and are not allocated to Stratus’ operating segments. The following segment information reflects management determinations that may not be indicative of what the actual financial performance of each segment would be if it were an independent entity.

Revenues from Contracts with Customers. Stratus' revenues from contracts with customers follow (in thousands):


		Three Months Ended March 31,					Three Months Ended March 31,
		2020		2019			2021		2020
Real Estate Operations:	Real Estate Operations:					Real Estate Operations:
Developed property sales	Developed property sales	$	12,308	$	2,834	Developed property sales	$	4,040	$	12,308

Undeveloped property sales						Undeveloped property sales	2,500		0
Commissions and other	Commissions and other	28		114		Commissions and other	81		28
		12,336		2,948			6,621		12,336
Leasing Operations:	Leasing Operations:					Leasing Operations:
Rental revenue	Rental revenue	5,732		3,629		Rental revenue	5,167		5,732
		5,732		3,629
Hotel:	Hotel:					Hotel:
Rooms, food and beverage	Rooms, food and beverage	5,075		7,737		Rooms, food and beverage	1,760		5,075
Other	Other	836		588		Other	358		836
		5,911		8,325			2,118		5,911
Entertainment:	Entertainment:					Entertainment:
Event revenue	Event revenue	3,558		4,224		Event revenue	595		3,558
Other	Other	597		572		Other	14		597
		4,155		4,796			609		4,155

Total Revenues from Contracts with Customers		$	28,134	$	19,698
Total revenues from contracts with customers						Total revenues from contracts with customers	$	14,515	$	28,134

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Financial Information by Business Segment. The following segment information was prepared on the same basis as Stratus’ consolidated financial statements (in thousands).


																	Real Estate Operationsa		Leasing Operations			Hotel		Entertainment		Corporate, Eliminations and Otherb		Total
		Real Estate Operations^a		Leasing Operations		Hotel			Entertainment			Corporate, Eliminations and Other^b		Total
Three Months Ended March 31, 2020:
Three Months Ended March 31, 2021:																Three Months Ended March 31, 2021:
Revenues:	Revenues:															Revenues:
Unaffiliated customers	Unaffiliated customers	$	12,336	$	5,732	$	5,911		$	4,155		$	—	$	28,134	Unaffiliated customers	$	6,621	$	5,167		$	2,118	$	609	$	0	$	14,515
Intersegment	Intersegment	4		227		48			15			(294)		—		Intersegment	4		230			32		0		(266)		0
Cost of sales, excluding depreciation	Cost of sales, excluding depreciation	10,182		3,088		5,908			3,226			(70)		22,334		Cost of sales, excluding depreciation	4,333		2,381			2,902		1,425		(111)		10,930
Depreciation	Depreciation	59		2,047		1,105		^c	483		^c	(61)		3,633		Depreciation	56		1,711			880		401		(46)		3,002

General and administrative expenses	General and administrative expenses	—		—		—			—			2,815		2,815		General and administrative expenses	0		0			0		0		4,544		4,544

Gain on sale of assets																Gain on sale of assets	0		(22,931)		c	0		0		0		(22,931)

Operating income (loss)	Operating income (loss)	$	2,099	$	824	$	(1,054)		$	461		$	(2,978)	$	(648)	Operating income (loss)	$	2,236	$	24,236		$	(1,632)	$	(1,217)	$	(4,653)	$	18,970
Capital expenditures and purchases and development of real estate properties																Capital expenditures and purchases and development of real estate properties	$	2,489	$	919		$	72	$	18	$	0	$	3,498
Total assets at March 31, 2021																Total assets at March 31, 2021	161,471		195,234			91,191		32,787		21,188		501,871

Capital expenditures and purchases and development of real estate properties		$	6,222	$	2,283	$	27		$	18		$	—	$	8,550

Total assets at March 31, 2020		160,691		235,734		96,484			42,639			23,390		558,938

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		Real Estate Operations^a			Leasing Operations			Hotel		Entertainment		Corporate, Eliminations and Other^b		Total
Three Months Ended March 31, 2019:
Three Months Ended March 31, 2020:																Three Months Ended March 31, 2020:
Revenues:	Revenues:															Revenues:
Unaffiliated customers	Unaffiliated customers	$	2,948		$	3,629		$	8,325	$	4,796	$	—	$	19,698	Unaffiliated customers	$	12,336	$	5,732		$	5,911		$	4,155		$	0	$	28,134
Intersegment	Intersegment	5			230			47		29		(311)		—		Intersegment	4		227			48			15			(294)		0
Cost of sales, excluding depreciation	Cost of sales, excluding depreciation	46		^d	2,144			6,698		3,607		(156)		12,339		Cost of sales, excluding depreciation	10,182		3,088			5,908			3,226			(70)		22,334
Depreciation	Depreciation	61			1,407			900		394		(132)		2,630		Depreciation	59		2,047			1,105		d	483		d	(61)		3,633

General and administrative expenses	General and administrative expenses	—			—			—		—		3,199		3,199		General and administrative expenses	0		0			0			0			2,815		2,815
Gain on sales of assets		—			(2,113)		^e	—		—		—		(2,113)

Operating income (loss)	Operating income (loss)	$	2,846		$	2,421		$	774	$	824	$	(3,222)	$	3,643	Operating income (loss)	$	2,099	$	824		$	(1,054)		$	461		$	(2,978)	$	(648)
Capital expenditures and purchases and development of real estate properties	Capital expenditures and purchases and development of real estate properties	$	3,298		$	29,220		$	98	$	125	$	—	$	32,741	Capital expenditures and purchases and development of real estate properties	$	6,222	$	2,283		$	27		$	18		$	0	$	8,550
Municipal utility district (MUD) reimbursements classified as a reduction of real estate under development^d		920			—			—		—		—		920
Total assets at March 31, 2019		198,447			164,811			98,503		43,846		23,176		528,783
Total assets at March 31, 2020																Total assets at March 31, 2020	160,691		235,734		e	96,484			42,639			23,390		558,938

a.Includes sales commissions and other revenues together with related expenses.

b.Includes consolidated general and administrative expenses and eliminations of intersegment amounts.

c.Represents the gain on the January 2021 sale of The Saint Mary.

d.Includes a $202 thousand adjustment in the Hotel segment and an $89 thousand adjustment in the Entertainment segment for the period in December 2019 when the hotel and entertainment venues were held for sale and, therefore, not depreciated.

d.In the first quarter of 2019, Stratus received $4.6 million of proceeds related to MUD reimbursements of infrastructure costs incurred for development of Barton Creek. Of the total amount, Stratus recorded $0.9 million as a reduction of real estate under development on the consolidated balance sheets, and $3.4 million as a reduction in real estate cost of sales and $0.3 million in other income, net in the consolidated statements of comprehensive (loss) income. Refer to Note 1 of the Stratus 2019 Form 10-K for further discussion of Stratus' accounting policy for MUD reimbursements.

e.~~Relates to the first-quarter 2019~~Includes assets held for sale ~~of a retail pad subject to a ground lease located in the Circle C community. Refer to Note 4.~~at The Saint Mary, which totaled $37.1 million at March 31, 2020.

~~10. SUBSEQUENT EVENTS~~

In June 2020, Stratus received $0.8 million related to a business interruption insurance claim that it filed as a result of water and smoke damage in the W Austin hotel in January 2018. Stratus will recognize these proceeds as a reduction of hotel costs of sales in the second quarter of 2020.

Stratus evaluated events after March 31, 2020, 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.

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

In Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), “we,” “us,” “our” and "Stratus" refer to Stratus Properties Inc. and all entities owned or controlled by Stratus Properties Inc. You should read the following discussion in conjunction with our consolidated financial statements and accompanying notes, related MD&A and discussion of our business and properties included in our Annual Report on Form 10-K for the year ended December 31, ~~2019 (2019~~2020 (2020 Form 10-K) filed with the United States (U.S.) Securities and Exchange Commission (SEC) and the unaudited consolidated financial statements and accompanying notes included in this Form 10-Q. The results of operations reported and summarized below are not necessarily indicative of future operating results, and future results could differ materially from those anticipated in forward-looking statements (refer to “Cautionary Statement” ~~and Part II, Item 1A. "Risk Factors"~~ herein and Part I, Item 1A. “Risk Factors” of our ~~2019~~2020 Form 10-K for further discussion). In particular, the ~~impact~~impacts of the COVID-19 pandemic ~~intensified late in the first quarter of 2020, has continued into the second quarter of 2020 and is expected~~continue to ~~continue beyond the second quarter of 2020.~~affect our operations. As a result, our performance during this interim period, as well as future interim periods ~~in 2020,~~while the COVID-19 pandemic is ongoing, will not be comparable to past performance or indicative of future performance. ~~Stratus expects~~We expect continued uncertainty in ~~its~~our business and the global economy as a result of the duration and intensity of the COVID-19 pandemic and its related effects.All subsequent references to “Notes” refer to Notes to Consolidated Financial Statements (Unaudited) located in Part I, Item 1. “Financial Statements” ~~of this Form 10-Q,~~herein, unless otherwise stated.

We are a diversified real estate company with headquarters in Austin, Texas. We are engaged primarily in the acquisition, entitlement, development, management ~~operation~~ and sale of commercial, and multi-family and single-family residential real estate properties, real estate leasing, and the operation of hotel and entertainment businesses located in the Austin, Texas area, and other select, fast-growing markets in Texas. We generate revenues and cash flows from the sale of our developed properties, rental income from our leased properties and from our hotel and entertainment operations. Refer to Note 9 for further discussion of our operating ~~segments.~~segments and “Business Strategy” below for a discussion of our business strategy.

BUSINESS STRATEGY

Our portfolio consists of approximately 1,700 acres of undeveloped acreage and acreage under development for commercial and multi-family and single-family residential projects, ~~plus~~as well as several completed ~~retail~~commercial and residential projects. Our W Austin Hotel and our ACL Live and 3TEN ACL Live entertainment venues are located in downtown Austin at our Block 21 property and are central to the city's world-renowned, vibrant music scene.

Our primary business objective is to create value for stockholders by methodically developing and enhancing the value of our properties and then selling them ~~profitably.~~or holding them for lease. Our full cycle development program of acquiring properties, securing and maintaining development entitlements, developing and stabilizing properties, and ~~then preparing~~selling them ~~for sale~~ or ~~refinancing~~holding them as part of our leasing operations is a key element of our strategy. We ~~currently have projects~~may also seek to refinance properties, in ~~certain~~order to benefit from the increased value of ~~these stages as described below in “Development Activities - Current Residential Activities” and “Development Activities - Current Commercial Activities.”~~the property, from lower interest rates or for other reasons.

We believe that Austin and other select, fast-growing markets in Texas continue to be ~~desirable~~attractive locations. Many of our developments are in locations where development approvals have historically been subject to regulatory constraints, which has made it difficult to obtain or change entitlements. Our Austin properties, which are located in desirable areas with significant regulatory constraints, are entitled and have utility capacity for full buildout. As a result, we believe that through strategic planning, development and marketing, we can maximize and fully realize their value.

Our development plans require significant additional capital, which we may pursue through joint ventures or other arrangements. Our business strategy requires us to rely on cash flow from operations and debt financing as our primary sources of funding for our liquidity needs. We have also, from time to time, relied on project-level equity financing of our subsidiaries. We have formed strategic relationships as part of our overall strategy for particular development projects and may enter into other similar arrangements in the future.

In January 2021, we sold The Saint Mary, a 240-unit luxury garden-style apartment project in the Circle C community, for $60.0 million. After closing costs and payment of the outstanding construction loan, the sale generated net proceeds of approximately $34 million. After establishing a reserve for remaining costs of the partnership, we received $20.9 million from the subsidiary in connection with the sale and $12.9 million of the net proceeds were distributed to the noncontrolling interest owners. We recognized a gain on the sale of $22.9 million ($16.2 million net of noncontrolling interests) in the first quarter of 2021.

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Our Board of Directors (Board) has authorized an in-depth exploration of a conversion from a C-Corporation to a real estate investment trust (REIT). We have engaged financial, tax, accounting and legal advisors, and the Board will closely monitor and evaluate the findings to ultimately determine if conversion to a REIT is in the best interest of our stockholders. If the Board determines to move forward, we expect the conversion would occur no earlier than 2022. We believe that the REIT conversion would require consent from our major lenders and amendments to our major debt agreements, among other third-party consents. We also expect to seek stockholder approval to implement provisions in our organizational documents consistent with a public REIT structure, if the Board ultimately determines that a REIT conversion is in stockholders’ best interests.

OVERVIEW OF THE IMPACTS OF THE COVID-19 PANDEMIC

Since January 2020, the COVID-19 ~~outbreak~~pandemic has caused substantial disruption in international and U.S. economies and ~~markets, intensifying in the latter part of the first quarter of 2020 and continuing into the second quarter of 2020. On March 11, 2020, the~~markets. The World Health Organization designated the COVID-19 outbreak a ~~pandemic.~~pandemic in mid-March 2020. The impacts of the pandemic are expected to continue during 2021 but are anticipated to lessen through the year. The pandemic has resulted in government restrictions of various degrees and effective at various times, ~~including stay-at-home orders, bans on travel,~~resulting in limitations on normal daily activities for individuals and capacity restrictions and, in some cases, closures for many businesses. Effective March 10, 2021, the ~~size~~Governor of ~~gatherings, limitations~~Texas issued an executive order lifting the mask mandate in Texas and increasing the capacity of all businesses and facilities in the state to 100 percent. Businesses in Texas may still limit capacity or implement additional safety protocols at their own discretion. While we are ramping up our hotel and entertainment operations, we will continue to increase capacity gradually and safely and in compliance with all applicable regulations. We are optimistic about a post-pandemic recovery. We are encouraged by indications that the vaccines have been effective and believe they will help increase consumer confidence and deliver a resurgence in travel and live entertainment.

Impacts on our Business

The COVID-19 pandemic has had, and is expected to continue to have, a significant adverse impact on our business and operations, particularly on the ~~operations~~hotel and entertainment segments which were adversely impacted beginning late in the first quarter of ~~businesses deemed~~2020 and to date in 2021, and are expected to continue to be adversely impacted during 2021, although the impacts are anticipated to lessen through the year. For example, while the hotel has remained open throughout the pandemic, average occupancy in the first quarter of 2021 was 21 percent, compared to 50 percent in the first quarter of 2020. However, the average occupancy in the first quarter of 2021 was higher than the average occupancy in the fourth quarter of 2020, which was 13 percent. Our entertainment venues, ACL Live and 3TEN ACL Live, hosted a limited number of events with restricted capacity during first-quarter 2021. Our team continues to create innovative programming at our entertainment venues, and we currently expect to see improved results as schedules are filled and capacity increases over time. The extent to which the adverse impacts of the pandemic continue depends on numerous evolving factors that we cannot predict. Moreover, even as travel advisories and restrictions are lifted, travel and entertainment demand may remain weak for a significant length of time, and attractions and events that previously brought visitors and artists to the city of Austin may not proceed or may proceed with limited capacity.

The Austin market, as well as the other Texas markets where we operate, continue to rebound from pandemic lows. Our residential properties have been positively impacted by home-centric trends resulting from the pandemic and from the increased attractiveness of Austin, Texas as a desirable place to live. For example, we have sold almost all of our single-family lot inventory at Barton Creek at attractive prices. However, with increased demand and construction activity in our markets, we have also experienced cost increases in certain construction materials, particularly lumber. We continue to actively manage and monitor these costs. In addition, the ongoing trend toward online shopping has accelerated during the COVID-19 pandemic. We have been adjusting to these retail trends by incorporating more multi-family residential space and more food and beverage and entertainment space into our development plans.

Despite the COVID-19 pandemic, we have continued to advance our land planning, engineering and permitting activities. In the first quarter of 2021, we completed site clearing on The Saint June, a 182-unit multi-family project in Barton Creek. In April 2021, we announced development plans for Holden Hills, a new residential development formerly known as Section KLO, in the Barton Creek community. The project consists of 495 acres and the community is designed to feature 475 unique residences to be developed in multiple phases with a focus on sustainability and energy conservation.

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non-essential, closures of work facilities, schools, public buildings and businesses, cancellation of events (including entertainment events, conferences and meetings), quarantines and social distancing measures. For example, on March 6, 2020, the annual South by Southwest music festival in Austin, Texas was cancelled. The pandemic and responses to it have also caused a steep increase in unemployment in the U.S. As a result of the COVID-19 pandemic, and beginning in April 2020, we agreed, generally, to 90-day base rent deferrals with a majority of our retail leasing tenants, which had closed or were operating at significantly reduced capacities. Rent deferrals with our retail tenants resulted in a reduction of scheduled base rent collections of 10 percent during the period from April through December 2020. The deferred rents are scheduled to be collected over a 12-month or 24-month period that started in January 2021. During the first quarter of 2021, we began collecting these rent deferrals and as of March 31, 2021, all of our retail tenants that were open prior to the pandemic ~~is having,~~had reopened, although some were still operating at reduced capacity. Further, despite the pandemic, we have added new tenants and all of our tenants are currently paying rent per their leases, as well as monthly payments pursuant to the base rent deferral arrangements. At our multi-family properties, we ~~believe will continue to~~ have granted rent deferral accommodations on a ~~significant adverse impact on our business and operations, as discussed further below.~~case-by-case basis, with no material decline in rent collections or occupancy.

~~State and local governments~~Our previously disclosed transaction to sell Block 21 for $275 million was terminated by the purchaser in Texas have implemented phased reopening processes, often with reduced capacity and social distancing restrictions. The pandemic remains complex and rapidly-evolving. For example, in June, the city of Austin has extended its Stay-at-Home order through August 15, 2020. Health advisors warn thatMay 2020 as a ~~“second wave”~~result of the ~~pandemic is possible if reopening is pursued too soon or in~~negative impact on capital markets and the ~~wrong manner.~~overall economic environment caused by the COVID-19 pandemic. Because the pandemic is unprecedented in recent history, and its severity, duration and future economic consequences are difficult to predict, we cannot predict its future impact on ~~our~~the company with any certainty.

~~Termination of Sale of Block 21~~

Our previously announced transaction to sell Block 21, which contains the W Austin Hotel and the ACL Live and 3TEN ACL Live entertainment venues, to Ryman Hospitality Properties, Inc. (Ryman) was terminated by Ryman on May 21, 2020. As a result of Ryman’s termination of the transaction, Ryman forfeited to us its $15.0 million of earnest money. We used $13.8 million of the earnest money to pay down our Comerica Bank credit facility and used the remaining $1.2 million for Block 21 debt service and required monthly reserves. We will record the $15.0 million as income in the second quarter of 2020.

~~Impacts on our Business~~

~~As a result of the COVID-19 pandemic,~~At this time, we are ~~deferring progress~~focusing on ~~development projects, including~~taking action to maintain liquidity and control costs; closing on asset sales in our ~~previously announced Magnolia Place project, pending improvements in health and market conditions, but we continue to advance~~real estate operations segment; closely monitoring our land planning, engineering and permitting activities. Many of our retail leasing tenants, other than grocery and liquor stores, have been closed or operating at significantly reduced capacity beginning late in the first quarter of 2020income-producing properties and continuing ~~into the second quarter of 2020. Beginning in April 2020, we agreed, generally,~~ to ~~90-day base rent deferrals~~lease up certain properties; regularly communicating with a majority of these tenants. The deferred rent will be amortized over a 12-month or 24-month period starting in January 2021. These rent deferrals have resulted in a reduction of scheduled base rent collections of approximately 30 percent for the second quarter through June 22, 2020. As of mid-June, most of our retail tenants have reopened. At our multi-family properties, we have granted rent deferral accommodations on a case-by-case basis, which as of June 22, 2020, had resulted in a reduction of scheduled rent collections of approximately two percent of contractual rents, with no material decline in occupancy. In the aggregate, our second-quarter retaillenders and ~~multi-family rent collections are 15 percent less than scheduled rent as of June 22, 2020.~~

Our revenue, operating income and cash flow from our hotel and entertainment segments were adversely impacted in the first quarter of 2020, have been more adversely impacted in the second quarter of 2020 and are expected to continue to be adversely impacted beyond second-quarter 2020. For example, while our hotel has remained open throughout the pandemic, average occupancy for the second quarter through June 21, 2020, was 12 percent, with June having the highest occupancy in the second quarter, averaging 24 percent.

We have implemented measures such as increased sanitizing, physical distancing and remote work arrangements, with the goal of protecting employees, tenants, guests, customers and suppliers. The impacts of the COVID-19 pandemic on each of our segments are described below in more detail in “Results of Operations.”

~~Our current plans call for us to focus on ramping up operations at Block 21 as health and market conditions permit,~~investor groups; advancing our land planning, engineering and permitting ~~activities~~activities; and evaluating refinance opportunities for our ~~development projects~~larger, stabilized assets to take advantage of historic low interest rates. As previously discussed, we are also moving forward to complete the financing for The Saint June, and ~~assessing new opportunities~~to secure financing for ~~future projects.~~our Holden Hills and Magnolia Place developments. Further, we are considering a refinancing of our Jones Crossing construction loan.

Impacts on our Liquidity and Capital Resources

~~In April 2020,~~As of March 31, 2021, we ~~extended the maturity date of~~had $25.8 million available under our ~~$60~~$60.0 million ~~revolving~~Comerica Bank credit facility, ~~to September 27, 2020, and on June 12, 2020, we further extended the maturity date of the facility to September 27, 2022. As of June 12, 2020, we had borrowed $34.8 million on the facility and had~~with a $150 thousand ~~of letters~~letter of credit committed against the ~~facility,~~credit facility. During the pandemic we have proactively engaged with ~~$25.0 million available~~our project lenders in connection with formulating rent deferral arrangements for ~~future borrowings.~~our tenants, receiving waivers of and amendments to certain financial covenants for specific project loans and extending maturity dates on project loans with near-term maturities. See Note 6 for further discussion.

~~As discussed~~With respect to our Block 21 loan, Stratus Block 21, LLC, our wholly owned subsidiary that owns Block 21 (the Block 21 subsidiary) continues to not meet the quarterly debt service coverage ratio test resulting in ~~more detail below,~~a "Trigger Period," which is not a default but restricts our ability to receive cash distributions from the project. Although the Block 21 loan agreement is a non-recourse loan, we may contribute cash to our Block 21 subsidiary in order to prevent our Block 21 subsidiary from defaulting under the Block 21 loan agreement. Additionally, under our subsidiary’s hotel operating agreement, the hotel operator has and may continue to request funds from us if it reasonably determines that such funds are required in order to fund the operation of the hotel and specified reserves. Pursuant to such provisions, we contributed $6.3 million during 2020 and $5.0 million during first-quarter 2021, and based on current projections, we expect to make additional contributions of approximately $12 million through early 2022.

We project that we will be able to meet our debt service and other cash obligations for at least the next 12 ~~months, without any significant asset sales or reductions in general and administrative expenses. However, our~~months. Our projections are based on many detailed and complex underlying

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assumptions, including (1) that operating income for our ~~hotel and entertainment~~Block 21 businesses will ~~begin to~~gradually ramp up to a break-even point in the ~~summer~~first half of ~~2020,~~2021 and that ~~tenants granted rent deferrals~~Block 21 will ~~recommence rent payments as agreed and~~generate sufficient cash to cover debt service by early 2022, (2) that current conditions in our leasing operations will not ~~further~~ deteriorate ~~materially.~~materially and that our anchor tenant at Lantana Place will renew its lease on terms acceptable to us, (3) that we close on projected asset sales in our real estate operations segment, including certain land sales at our mixed-use properties, on anticipated terms, and (4) that we are able to secure anticipated financing for certain development projects. No assurances can be given that the results anticipated by our projections will occur. See Note 6 and “Capital Resources and ~~Liquidity~~”Liquidity” below ~~“Risk Factors” included in Part II, Item 1A. of this Form 10-Q and “Risk Factors” included in Part I, Item 1A. of our 2019 Form 10-K,~~ for further discussion.

We are continuing to closely monitor health and market conditions and are prepared to make further adjustments to our business strategy if and when appropriate.

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OVERVIEW OF FINANCIAL RESULTS FOR FIRST-QUARTER ~~2020~~2021

Our net ~~loss~~income attributable to common stockholders totaled ~~$1.1~~$8.9 million, ~~$0.13~~or $1.08 per share, in first-quarter ~~2020,~~2021, compared with a net ~~income~~loss of ~~$0.9~~$1.1 million, ~~$0.10~~or $0.13 per share, in first-quarter ~~2019.~~2020. Our net ~~loss~~income attributable to common stockholders in first-quarter ~~2020,~~2021, compared to ~~our~~the net ~~income~~loss in first-quarter ~~2019, is~~2020, was primarily the result of ~~municipal utility district (MUD) reimbursements and a~~the $22.9 million gain on the sale of ~~assets being recognized~~The Saint Mary in ~~first-quarter 2019 (as discussed below) and higher interest expense related to higher average debt in first-quarter 2020.~~

~~Our revenues totaled $28.1~~January 2021 ($16.2 million ~~in first-quarter 2020, compared with $19.7 million in~~first-quarter 2019. The increase in revenues in first-quarter 2020, compared to first-quarter 2019, primarily reflects the sales of two homes built on Amarra Drive Phase III lots and an increase in lot sales in first-quarter 2020, along with an increase in revenue from leasing operations. The overall increase in revenues was net of ~~declines in revenues in~~noncontrolling interests), partially offset by operating losses from our hotel and entertainment segments caused by the ~~COVID-19 pandemic.~~pandemic in the first quarter of 2021.

In first-quarter 2019, we received $4.6 million of proceeds related to Travis County MUD reimbursements of infrastructure costs incurred for development of Barton Creek. Of the total amount, we recorded $0.9 million as a reduction of real estate under development on the consolidated balance sheet, and $3.4 million as a reduction in real estate cost of sales and $0.3Our revenues totaled $14.5 million in ~~other income, net~~first-quarter 2021, compared with $28.1 million infirst-quarter 2020. The decrease in revenues in first-quarter 2021, compared tofirst-quarter 2020, primarily reflects decreases in revenue from our hotel and entertainment segments caused by the pandemic and from a decrease in the ~~consolidated statement~~number of ~~comprehensive (loss) income. First-quarter 2019 also included a gain on the sale~~developed residential lots and homes sold as available inventory decreased. See "Results of ~~assets totaling $2.1 million, primarily related to the sale~~Operations" below for further discussion of ~~a retail pad subject to a ground lease located in the Circle C community.~~our segments.

UPDATE ON PROJECT AND DEVELOPMENT ACTIVITIES

Current Residential Activities.

In first-quarter ~~2020,~~2021, we sold two Amarra Drive Phase IIIII lots, ~~six~~a five-acre multi-family tract of land in Amarra Drive ~~Phase III lots, one of which was included in~~and our last remaining condominium unit at the ~~contract discussed below, and two homes built on Amarra Drive Phase III lots~~W Austin Residences for a total of ~~$12.3~~$6.5 million. For further discussion, see "Results of Operations — Real Estate Operations." As of March 31, ~~2020, 11~~2021, three developed Amarra Drive Phase III lots ~~and 5 developed Amarra Drive Phase II lots~~ remained unsold, one of which ~~4 Phase III lots and 3 Phase II lots were subject to the new homebuilder contract discussed below.~~

In September 2019, we amended a contract previously entered into in March 2018, pursuant to which we agreed to sell 2 Amarra Drive Phase II lots and 15 Amarra Drive Phase III lots to a homebuilder for a total of $11.6 million (the original homebuilder contract). In January 2020, the original homebuilder contract was ~~terminated and replaced with~~

~~a similar contract with the same homebuilder in which we agreed to sell the three remaining Amarra Drive Phase III~~

~~lots under the original contract as well as three new Amarra Drive Phase II lots and two new Amarra Drive Phase III~~

~~lots for $5.2 million (the new homebuilder contract). In accordance with the new homebuilder contract the parties~~

are required to close on the sale of these lots ratably before March 31, 2021. If the purchaser fails to close on the sale of the minimum number of lots by any of the specified closing dates, we may elect to terminate the homebuilder contract but would retain the related $45 thousand earnest money. In first-quarter 2020, in accordance with the contract, we sold one Amarra Drive Phase III lot for $695 thousand as discussed above.

Subsequent to March 31, 2020, and through June 22, 2020, we closed on the sale of one Amarra Drive Phase III lot for $650 thousand and one Amarra Drive Phase II lot for $632 thousand, both of which were subject to the new homebuilder contract. As of June 22, 2020, one Amarra Drive Phase II lot and one Amarra Drive Phase III lot were under contract and subsequently sold in ~~addition to the remaining two Amarra Drive Phase II lots and three Amarra Drive Phase III lots subject to the new homebuilder contract discussed above.~~April 2021 for $0.6 million.

The Villas at Amarra Drive (Amarra Villas) ~~townhome~~ project is a 20-unit development in the Barton Creek community for which we completed construction of the first seven ~~townhomes~~homes during 2017 and 2018. We sold the

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last two completed ~~townhomes~~homes in 2019. We began construction of the next two Amarra Villas ~~townhomes~~homes during ~~first-quarter 2020.~~the first quarter of 2020, which are expected to be completed in mid-2021. As of May 10, 2021, one home was under contract, and a contract had been signed to sell one home on which we began construction in second-quarter 2021. As of May 10, 2021, a total of 11 units (1 of which is under construction and 10 of which construction has not started) remain available of the initial 20-unit development.

The Santal, a ~~multi-family project~~garden-style luxury apartment complex consisting of 448 units in Section N in the Barton Creek community, is fully leased and stabilized. ~~The Saint Mary, a multi-family project consisting of 240 units in the Circle C community, was approximately 65 percent leased as of March 31, 2020.~~

For further discussion of our multi-family and single-family residential properties, see MD&A in our ~~2019~~2020 Form 10-K.

Current Commercial Activities.

~~During 2019, we completed construction of two retail buildings totaling 41,000~~We have constructed approximately 152,000 square feet ~~and a 103,000-square-foot H-E-B, L.P. (HEB) grocery store~~of retail space at Kingwood Place, including an ~~HEB-anchored, mixed-use development in Kingwood, Texas. An 8,000-square-foot retail building is under construction and expected to be completed in July 2020,~~HEB grocery store, and we have signed ground leases on two of the retail pads. Three pad sites remain available for lease. As of March 31, ~~2020,~~2021, we had signed leases for approximately 85 percent of the retail space, including the HEB grocery store.

~~In March 2019, we finalized~~ We continue to advance the ~~lease for the HEB store~~potential multi-family project at ~~New Caney, an HEB-anchored, mixed-use development in New Caney, Texas, and acquired HEB's interest in the partnership~~Kingwood Place, which is currently planned for approximately ~~$5 million. We currently do not anticipate commencing construction on the New Caney project prior to 2021.~~275 units.

Lantana Place is a partially developed, mixed-use development project located in southwest Austin. As of March 31, ~~2020,~~2021, we had signed leases for approximately 8085 percent of the retail space in the first phase, including the anchor tenant, Moviehouse & Eatery ~~and~~(Moviehouse). In July 2020, we entered into a new six-month lease agreement with Moviehouse in which rent is based on a percentage of Moviehouse's revenue. The new lease was amended in December 2020 to extend the term through June 30, 2021. We are currently in discussions with Moviehouse to extend this lease. We also have a ground lease for an AC Hotel by Marriott. ~~As of June 24, 2020, Moviehouse & Eatery had not reopened and we were in the process of renegotiating the lease.~~ Construction of the hotel began in May 2019 and is expected to be completed in ~~January~~June 2021. We ~~have~~ rezoned a portion of the Lantana property for a potential multi-family development of up to ~~350~~320 units.

As of March 31, ~~2020,~~2021, we had signed leases for ~~approximately 95 percent~~substantially all of the retail space at the first phase of Jones Crossing, an HEB-anchored, mixed-use development located in College Station, Texas, and approximately 70 percent of the retail space at West Killeen Market, our retail project located in Killeen, Texas, shadow-anchored by an adjacent HEB grocery store. Block 21's Class A leasable office space was approximately 60 percent leased as of March 31, 2021, including 9,000 square feet occupied by our corporate office, and the retail space was substantially fully leased as of March 31, 2021. Currently, we are considering a refinance of the Jones Crossing construction loan to improve loan terms and take advantage of the low-interest rate market.

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For further discussion of our commercial properties, see MD&A in our ~~2019~~2020 Form 10-K.

Projects in Planning.

We are deferring progress on our development projects, including the previously announced first phase of development of Magnolia Place, a mixed-use project in Magnolia, Texas, currently planned for 133,605 square feet of commercial space; 7 pad sites; 2 hotel sites; and 96 single-family lots and 588 multi-family units, pending improvements in health and market conditions.

We are advancing the planning and permitting process for development of future phases of Barton Creek, including Holden Hills, a new residential development formerly known as Section KLO, and commercial and multi-family Section N. ~~We redesigned Section KLO using~~

Holden Hills, our final residential development within the Barton Creek community, consists of 495 acres and the community is designed to feature 475 unique residences to be developed in multiple phases with a ~~combination of single family lots~~focus on sustainability and ~~residential condominium lots, which is expected to increase our density from 154 to approximately 420 home sites.~~energy conservation. The city of Austin and Travis County approved initial subdivision permit applications for ~~Section KLO~~Holden Hills in October ~~2019. The~~2019 and the engineering for roads and utilities for the initial ~~phases~~phase has been completed. We anticipate securing final permits in the second or third quarter of ~~Section KLO is~~2021. We currently expect to complete site work for phase one, including the construction of road, utility, drainage and other required infrastructure, approximately 17 months from the issuance of the final permits. Accordingly, our projections anticipate that we would begin sales in ~~process.~~ Holden Hills in late 2022 or early 2023. Phases one and two of the Holden Hills development plan encompass the development of the home sites. We may sell the developed home sites, or may elect to build and sell, or build and lease, homes on some or all of the home sites, depending on financing and market conditions.

Using a conceptual approach similar to that used for ~~Section KLO,~~Holden Hills, we are also evaluating a redesign of Section N, our approximately ~~570 acre~~570-acre tract located along Southwest Parkway in the southern portion of the Barton Creek community. If successful, this new project would be designed as a dense, mid-rise, mixed-use project surrounded by an extensive greenspace amenity, ~~and result~~resulting in ana significant potential increase in ~~potential densities.~~ development density, as compared to our prior plans.

These potential development projects require extensive additional permitting and will be dependent on market ~~conditions.~~conditions and financing. Because of the nature and cost of the approval and development process and uncertainty regarding market demand for a particular use, there is uncertainty regarding the nature of the final development plans and whether we will be able to successfully execute the plans. In addition, our development plans for ~~Section KLO~~Holden Hills and Section N will require significant capital, which we ~~may~~currently intend to pursue through bank debt ~~and/or~~and third-party equity ~~financings, joint ventures, commercial, partner or other~~capital arrangements.

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We are planning to proceed, subject to financing, with the first phase of development of Magnolia Place, a mixed-use project in Magnolia, Texas, currently planned for 18,410 square feet of commercial space, 9 pad sites, 194 single-family lots and 495 multi-family units. Magnolia Place will be shadow-anchored by a 95,000-square-foot HEB grocery store to be constructed by HEB on an adjoining 18-acre site owned by HEB, with a targeted opening date in May 2022. We have targeted the commencement of construction on Magnolia Place for June 2021, and are in the process of negotiating financing and terms with lenders and HEB. We are also evaluating a sale of the land for the single-family residential component of Magnolia Place.

In March 2021, we completed site clearing on The Saint June, a 182-unit multi-family project within the Amarra subdivision. We expect to begin project construction in the second quarter of 2021, subject to completion of financing.

RESULTS OF OPERATIONS

We are continually evaluating the development and sale potential of our properties and will continue to consider opportunities to enter into transactions involving our properties, including possible ~~sales,~~ joint ventures or other arrangements. However, because of the pandemic we are deferring progress on development projects as we monitor health and market conditions. In addition, the pandemic has adversely affected the market for the sale of real estate in our operating areas at this time, and as a result, and because we project that we will not need to sell properties for liquidity purposes in the near term, we do not expect to sell significant assets at what we believe to be temporarily depressed market prices. As a result, and because of the COVID-19 pandemic and numerous other factors affecting our business activities as described herein and in our ~~2019~~2020 Form 10-K, our past operating results are not necessarily indicative of our future results. We use operating income or loss to measure the performance of each operating segment. Corporate, eliminations and other includes consolidated general and administrative expenses, which primarily consist of employee ~~salaries~~compensation and other costs.

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The following table summarizes our operating results for the first quarters of 2021 and 2020 (in thousands):


		Three Months Ended March 31,					Three Months Ended March 31,

		2020		2019			2021			2020
Operating income (loss):	Operating income (loss):					Operating income (loss):
Real Estate Operations^a	Real Estate Operations^a	$	2,099	$	2,846	Real Estate Operationsa	$	2,236		$	2,099
Leasing Operations	Leasing Operations	824		2,421		Leasing Operations	24,236		b	824
Hotel	Hotel	(1,054)		774		Hotel	(1,632)			(1,054)
Entertainment	Entertainment	461		824		Entertainment	(1,217)			461
Corporate, eliminations and other^b		(2,978)		(3,222)
Operating (loss) income		$	(648)	$	3,643
Corporate, eliminations and otherc						Corporate, eliminations and otherc	(4,653)			(2,978)
Operating income (loss)						Operating income (loss)	$	18,970		$	(648)
Interest expense, net	Interest expense, net	$	(3,915)	$	(2,572)	Interest expense, net	$	(3,035)		$	(3,915)

Net (loss) income attributable to common stockholders		$	(1,070)	$	862
Net (income) loss attributable to noncontrolling interests in subsidiaries						Net (income) loss attributable to noncontrolling interests in subsidiaries	$	(6,722)		$	1,077
Net income (loss) attributable to common stockholders						Net income (loss) attributable to common stockholders	$	8,944		$	(1,070)

a.Includes sales commissions and other revenues together with related expenses.

b.Includes a $22.9 million gain on the sale of The Saint Mary.

c.Includes consolidated general and administrative expenses and eliminations of intersegment amounts.

We have four operating segments: Real Estate Operations, Leasing Operations, Hotel and Entertainment (refer to Note 9). The following is a discussion of our operating results by segment.

Real Estate Operations

~~COVID-19 Pandemic Impact~~

The pandemic is negatively affecting our real estate operations. We are deferring progress on development projects, as we continue to monitor developments in the market, but we continue to advance our land planning, engineering and permitting activities. We cannot predict when we will be able to recommence the active pursuit of our development projects. Also, the economic downturn caused by the pandemic has adversely affected the market for the sale of real estate in our operating areas. During second-quarter 2020 and through June 22, 2020, we have sold two lots, compared with eight lots and two homes in first-quarter 2020. For further discussion, see Part II, Item 1A. "Risk Factors."

~~First-Quarter Results~~

The following table summarizes our Real Estate Operations results for the first quarters of 2021 and 2020 (in thousands):

Three Months Ended March 31,
2020 2019
Revenues:
Developed property sales $ 12,308 $ 2,834
Commissions and other 32 119
Total revenues 12,340 2,953
Cost of sales, including depreciation 10,241 107
^a
Operating income $ 2,099 $ 2,846

a.~~Includes $3.4 million credit related to MUD reimbursements.~~


	Three Months Ended March 31,

		2021		2020
Revenues:
Developed property sales		$	4,040	$	12,308
Undeveloped property sales		2,500		—
Commissions and other		85		32
Total revenues		6,625		12,340
Cost of sales, including depreciation		4,389		10,241


Operating income		$	2,236	$	2,099

~~Table of Contents~~

Developed Property Sales. The following table summarizes our developed property sales (dollars in thousands):


		Three Months Ended March 31,																			Three Months Ended March 31,
		2020								2019									2021				2020
		Lots/Homes	Revenues		Average Cost Per Lot/Home		Lots/Homes	Revenues		Average Cost Per Lot/Home			Lots/Units	Revenues		Average Cost Per Lot/Unit		Lots/Homes	Revenues		Average Cost Per Lot/Home
Barton Creek	Barton Creek											Barton Creek

Amarra Drive:	Amarra Drive:											Amarra Drive:

Phase II lots	Phase II lots	2	$	1,190	$	208	—	—		—		Phase II lots	—	$	—	$	—	2	$	1,190	$	208
Phase III lots	Phase III lots	6	3,940		314		2	$	1,149	$	226	Phase III lots	2	1,640		332		6	3,940		314
Homes built on Phase III lots	Homes built on Phase III lots	2	7,178		3,273		—	—		—		Homes built on Phase III lots	—	—		—		2	7,178		3,273
Amarra Villas townhomes		—	—		—		1	1,685		1,588

W Austin Residences at Block 21:												W Austin Residences at Block 21:
Condominium Unit												Condominium Unit	1	2,400		1,721		—	—		—
Total Residential	Total Residential	10	$	12,308			3	$	2,834			Total Residential	3	$	4,040			10	$	12,308

The decrease in revenues infirst-quarter 2021, compared to first-quarter 2020, primarily reflects a decrease in the number of lots and homes sold during first-quarter 2021, compared to first-quarter 2020, as available inventory decreased.

Undeveloped Property Sales. During the first quarter of 2021, we sold a five-acre multi-family tract of land in Amarra Drive for $2.5 million.

~~Real Estate Revenue.~~ ~~The increase in revenue in first-quarter 2020, compared to first-quarter 2019, primarily reflects the sales~~Table of ~~two homes built on Amarra Drive Phase III lots and an increase in lot sales in first-quarter 2020.~~Contents

Cost of Sales. Cost of sales includes ~~cost~~costs of property sold, project operating and marketing expenses and allocated overhead costs, partly offset by reductions for certain ~~MUD~~municipal utility district (MUD) reimbursements. Cost of sales ~~totaled~~decreased to $4.4 million in first-quarter 2021 from $10.2 million in first-quarter 2020, ~~compared with $0.1 million~~primarily reflecting a decrease in the number of lots and homes sold during first-quarter ~~2019. The increase in cost of sales in first-quarter~~2021. First-quarter 2020 ~~compared with first-quarter 2019, primarily reflects~~included the ~~sales~~sale of two homes built on Amarra Drive Phase III lots ~~which have a~~that had higher average cost, and an increase in the number of lots sold first-quarter 2020. The increase also reflects $3.4 million in MUD reimbursements received in first-quarter 2019 recorded as a reduction in real estate cost of sales as the reimbursed property had previously been sold.costs.

Leasing Operations

~~COVID-19 Pandemic Impact~~

The pandemic is negatively affecting our leasing operations, primarily at our retail properties. Tenants at our retail locations are diverse and include grocery and liquor stores, which have remained open and have paid rent owed to-date, and restaurants, healthcare services, fitness centers, a movie house and other retail products and services, many of which have been closed or operating at significantly reduced capacity beginning late in the first quarter of 2020 and continuing during the second quarter of 2020. Beginning in April 2020, Stratus agreed, generally, to 90-day base rent deferrals with a majority of these tenants. The deferred rent will be amortized over a 12-month or 24-month period starting in January 2021. These rent deferrals have resulted in a reduction of scheduled base rent collections of approximately 30 percent for the second quarter through June 22, 2020. As of mid-June, most of our retail tenants have reopened.

At our multi-family properties, we have granted rent deferral accommodations on a case-by-case basis, which as of June 22, 2020, had resulted in a reduction of scheduled rent collections of approximately two percent of contractual rents, with no material decline in occupancy. We will continue to consider rent deferral accommodations on a case-by-case basis. In the aggregate, our second-quarter retail and multi-family rent collections are 15 percent less than scheduled rent as of June 22, 2020.

As a result of these rent deferral arrangements, and as a result of some other tenants not paying rent, our rental collections in our leasing segment are expected to decline significantly for the second quarter of 2020 and into the third quarter of 2020. We cannot assure you that our tenants will recommence rental payments in accordance with our agreements when the deferral period ends nor whether tenants will request additional accommodations or be willing or able to meet future lease obligations. For further discussion, see Part II, Item 1A. "Risk Factors."

~~Table of Contents~~

~~First-Quarter Results~~

The following table summarizes our Leasing Operations results for the first quarters of 2021 and 2020 (in thousands):


		Three Months Ended March 31,					Three Months Ended March 31,
		2020		2019			2021		2020
Rental revenue	Rental revenue	$	5,959	$	3,859	Rental revenue	$	5,397	$	5,959
Rental cost of sales, excluding depreciation	Rental cost of sales, excluding depreciation	3,088		2,144		Rental cost of sales, excluding depreciation	2,381		3,088
Depreciation	Depreciation	2,047		1,407		Depreciation	1,711		2,047

Gain on sale of assets	Gain on sale of assets	—		(2,113)		Gain on sale of assets	(22,931)		—
Operating income	Operating income	$	824	$	2,421	Operating income	$	24,236	$	824

Rental Revenue. Rental revenue primarily includes revenue from The Santal, Lantana Place, Jones Crossing, ~~The Saint Mary,~~ Kingwood Place, the office and retail space at ~~the W Austin Hotel & Residences, and~~Block 21, West Killeen ~~Market.~~Market, and The ~~increase~~Saint Mary until our sale of it in January 2021. The decrease in rental revenue in first-quarter ~~2020,~~2021, compared with first-quarter ~~2019,~~2020 primarily reflects the ~~commencement~~sale of ~~new leases at~~The Saint Mary. The Saint Mary ~~Kingwood Place, The Santal, Jones Crossing and Lantana Place.~~had rental revenue of $0.1 million in first-quarter 2021 prior to the sale compared to $0.7 million in first-quarter 2020.

Rental Cost of Sales and Depreciation. Rental cost of sales and depreciation expense ~~increased~~decreased in first-quarter ~~2020,~~2021, compared with first-quarter ~~2019,~~2020, primarily as a result of the ~~completion~~sale of ~~construction and the start of leasing operations at~~ The Saint ~~Mary and Kingwood Place.~~Mary.

Gain on Sale of Assets. In January ~~2019,~~2021, our subsidiary sold The Saint Mary for $60.0 million. After closing costs and payment of the outstanding construction loan, the sale generated net proceeds of approximately $34 million. After establishing a reserve for remaining costs of the partnership, we ~~sold a retail pad subject~~received $20.9 million from the subsidiary in connection with the sale and $12.9 million of the net proceeds were distributed to ~~a ground lease located in~~ the ~~Circle C community for $3.2 million.~~noncontrolling interest owners. We ~~recorded~~recognized a gain ~~of $2.1 million and used a portion of the proceeds from~~on the sale ~~to repay $2.5~~of $22.9 million ($16.2 million net of ~~our Comerica Bank credit facility borrowings.~~

~~Hotel~~

~~COVID-19 Pandemic Impact~~

The pandemic has had, and we believe will continue to have, a significant adverse impact on the hospitality industry, as it has resulted in dramatically curtailed business and leisure travel and caused cancellations of events or rescheduling of events until later in 2020 and beyond. Accordingly, the pandemic has resulted in a significant decrease in revenue and expected revenue from our hotel rooms, conference facilities and hotel amenities. For example, while our hotel has remained open throughout the pandemic, average occupancy for the second quarter through June 21, 2020, was 12 percent, with June having the highest occupancy in the second quarter, averaging 24 percent. As a result of the pandemic, hotel revenue for the second quarter of 2020 will be significantly lower than hotel revenuenoncontrolling interests) in the first quarter of 2020, and we expect to incur higher operating losses in the segment during the second quarter of 2020. We are working with the hotel operator on plans to gradually ramp up hotel operations over the next 12 months, health and market conditions permitting.

The pandemic is expected to continue to negatively affect our hotel business, and the extent to which such adverse impacts continue depends on numerous evolving factors that we cannot predict. Moreover, even as travel advisories and restrictions are lifted, travel demand may remain weak for a significant length of time and attractions and events that previously brought visitors to the city of Austin may not proceed or may proceed with limited capacity. We cannot predict if or when our hotel will return to pre-pandemic demand or pricing. ~~For further discussion, see Part II, Item 1A. "Risk Factors."~~2021.

~~First-Quarter Results~~Hotel

The following table summarizes our Hotel results for the first quarters of 2021 and 2020 (in thousands):


		Three Months Ended March 31,					Three Months Ended March 31,
		2020		2019			2021		2020
Hotel revenue	Hotel revenue	$	5,959	$	8,372	Hotel revenue	$	2,150	$	5,959
Hotel cost of sales, excluding depreciation	Hotel cost of sales, excluding depreciation	5,908		6,698		Hotel cost of sales, excluding depreciation	2,902		5,908
Depreciation	Depreciation	1,105		900		Depreciation	880		1,105

Operating (loss) income		$	(1,054)	$	774
Operating loss						Operating loss	$	(1,632)	$	(1,054)

Hotel Revenue. Hotel revenue primarily includes revenue from W Austin Hotel room reservations and food and beverage sales. The decrease in Hotel revenues in first-quarter ~~2020,~~2021, compared to first-quarter ~~2019,~~2020, is primarily a result of lower room reservations and food and beverage sales as a result of the COVID-19 ~~pandemic.~~pandemic, which had a less significant impact in the first quarter of 2020 prior to the pandemic being declared in mid-March 2020. The hotel's average occupancy in the first quarter of 2021 was 21 percent, compared to 50 percent in the first quarter of 2020. Revenue per available room (RevPAR), which is calculated by dividing total room revenue by the average total rooms available, was $51 in first-quarter 2021, compared with $150 in first-quarter 2020.

Our hotel operations are beginning to show improvement compared to during the peak of the pandemic in 2020. The average occupancy in the first quarter of 2021 of 21 percent was higher than the average occupancy in the fourth quarter of 2020, ~~compared with $238~~which was 13 percent. In addition, RevPAR of $51 for first-quarter 2021 was up from $31 in ~~first-quarter 2019.~~fourth-quarter 2020.

2019

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Hotel Cost of Sales. The decrease in Hotel cost of sales, excluding depreciation, in first-quarter ~~2020,~~2021, compared to first-quarter ~~2019,~~2020, is primarily a result of lower room reservations and food and beverage sales. The ~~increase~~decrease in depreciation in first-quarter ~~2020,~~2021, compared to first-quarter ~~2019,~~2020, is primarily because of ana $202 thousand adjustment made in first-quarter 2020 for the period in December 2019 when the hotel was held for sale and, therefore, not depreciated.

~~Hotel Renovation.~~ We are considering proceeding with a renovation of the hotel guest rooms and public spaces, subject to various approvals, including from our lender, and coordination with the hotel operator. We expect to use approximately $7 million of reserves previously set aside for hotel improvements under our agreement with the hotel operator and reflected in restricted cash on our balance sheet.

Entertainment

~~COVID-19 Pandemic Impact~~

The pandemic has had, and we believe will continue to have, a significant adverse impact on the entertainment industry and our entertainment operations. Our entertainment venue ACL Live remains closed, and our entertainment venue 3TEN ACL Live is open at limited capacity. Many events previously scheduled for the rest of 2020 have been rescheduled and some have been cancelled. As a result of the pandemic, our Entertainment revenues will be much lower in the second quarter of 2020 and into the third quarter of 2020. It is also unclear whether and to what extent pandemic-related concerns will impact the use of and/or demand for our entertainment venues, even as government restrictions are modified or lifted. We have several events scheduled at our venues over the summer and expect an increasing number of events over the rest of the year. However, our scheduled programs will occur only to the extent health and safety conditions, and regulations, permit. As a result of the pandemic, entertainment revenue for the second quarter of 2020 will be significantly lower than entertainment revenue in the first quarter of 2020, and we expect to incur an operating loss in the segment during the second quarter of 2020. For further discussion, see Part II, Item 1A. "Risk Factors."

~~First-Quarter Results~~

The following table summarizes our Entertainment results for the first quarters of 2021 and 2020 (in thousands):


		Three Months Ended March 31,					Three Months Ended March 31,
		2020		2019			2021		2020
Entertainment revenue	Entertainment revenue	$	4,170	$	4,825	Entertainment revenue	$	609	$	4,170
Entertainment cost of sales, excluding depreciation	Entertainment cost of sales, excluding depreciation	3,226		3,607		Entertainment cost of sales, excluding depreciation	1,425		3,226
Depreciation	Depreciation	483		394		Depreciation	401		483

Operating income		$	461	$	824
Operating (loss) income						Operating (loss) income	$	(1,217)	$	461

Entertainment Revenue. Entertainment revenue primarily reflects the results of operations for ACL Live, including ticket sales, revenue from private events, sponsorships, personal seat license sales and suite sales, and sales of concessions and merchandise. Entertainment revenue also reflects revenues associated with events hosted at 3TEN ACL Live. Revenues from the Entertainment segment vary from period to period as a result of factors such as the price of tickets and number of tickets sold, as well as the number and type of events hosted at ACL Live and 3TEN ACL Live. Entertainment revenues decreased in first-quarter ~~2020,~~2021, compared to first-quarter ~~2019,~~2020, which primarily ~~as a result of a decrease in the number of events hosted at ACL Live, as many scheduled events in first-quarter 2020 were cancelled as a result of~~reflects the COVID-19 ~~pandemic.~~pandemic preventing a full show schedule, with reduced capacity at events that could be held. Our team continues to create innovative programming at our entertainment venues, and we currently expect to see improved results as schedules are filled and capacity increases over time.

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Certain key operating statistics specific to the concert and event hosting industry are included below to provide additional information regarding our ACL Live and 3TEN ACL Live operating performance.


		Three Months Ended March 31,					Three Months Ended March 31,
		2020		2019			2021		2020
ACL Live	ACL Live					ACL Live
Events:	Events:					Events:
Events hosted	Events hosted	38		64		Events hosted	28		38
Estimated attendance	Estimated attendance	45,446		64,400		Estimated attendance	3,416		45,446
Ancillary net revenue per attendee		$	55.67	$	46.12

Ticketing:	Ticketing:					Ticketing:
Number of tickets sold	Number of tickets sold	37,703		48,748		Number of tickets sold	3,710		37,703
Gross value of tickets sold (in thousands)	Gross value of tickets sold (in thousands)	$	1,881	$	2,523	Gross value of tickets sold (in thousands)	$	373	$	1,881

3TEN ACL Live	3TEN ACL Live					3TEN ACL Live
Events:	Events:					Events:
Events hosted	Events hosted	36		50		Events hosted	22		36
Estimated attendance	Estimated attendance	7,455		9,000		Estimated attendance	1,828		7,455
Ancillary net revenue per attendee		$	31.91	$	37.29

Ticketing:	Ticketing:					Ticketing:
Number of tickets sold	Number of tickets sold	5,278		5,054		Number of tickets sold	114		5,278
Gross value of tickets sold (in thousands)	Gross value of tickets sold (in thousands)	$	126	$	120	Gross value of tickets sold (in thousands)	$	3	$	126

Entertainment Cost of Sales. The decrease in Entertainment cost of sales, excluding depreciation, ~~totaled $3.2 million~~ in first-quarter ~~2020,~~2021, compared to ~~$3.6 million in~~ first-quarter ~~2019, primarily reflecting decreases in~~2020, reflects the limited number of events ~~at ACL Live (41 percent decrease). As mentioned previously, many scheduled events~~that were held in ~~first-quarter 2020 were rescheduled or cancelled~~the first quarter of 2021 as a result of the COVID-19 pandemic. The ~~increase~~decrease in depreciation in first-quarter ~~2020,~~2021, compared tofirst-quarter ~~2019,~~2020, is primarily because of an $89 thousand adjustment made in first-quarter 2020 for the period in December 2019 when the entertainment venues were held for sale and, therefore, not depreciated.

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Corporate, Eliminations and Other

Corporate, eliminations and other (refer to Note 9) includes consolidated general and administrative expenses, which primarily consist of employee ~~salaries~~compensation and other costs. Consolidated general and administrative expenses ofincreased to$4.5 million in first-quarter 2021 from $2.8 million in ~~first-quarter 2020 were lower, compared with$3.2 million in~~ first-quarter ~~2019,~~2020, primarily reflecting ~~lower bonus accruals~~a $1.1 million increase in consulting, legal, and public relation costs mostly for the REIT exploration process and proxy contest. The remaining increase is primarily the result of higher employee incentive compensation costs in first-quarter 2021 as the first quarter of 2020 ~~including those related~~included significant reductions to ~~our Profit Participation Incentive Plan. The overall decrease was partially offset by increases in legal fees incurred in connection with the Block 21 sale that ultimately did not close.~~estimated incentive compensation accruals. Corporate, eliminations and other also includes eliminations of intersegment transactions among the four operating segments.

Non-Operating Results

Interest Expense, Net. Interest costs (before capitalized interest) oftotaled $4.3 million in first-quarter 2021, compared with $5.2 million in first-quarter ~~2020 were higher, compared with $4.6 million~~2020. Interest costs in first-quarter ~~2019,~~2021 were lower, compared to the 2020 periods, primarily reflecting ~~higher~~decreases in average interest rates and average debt ~~to finance development activities.~~balances.

Capitalized interest totaled $1.3 million in both first-quarter 2021 and first-quarter 2020, ~~compared with $2.1 million in first-quarter 2019~~ and is primarily related to development activities at Barton Creek.

~~Other Income, Net.~~Loss on Early Extinguishment of Debt. ~~Other income, net~~We recorded a loss on early extinguishment of ~~$19 thousand~~debt of $0.1 million in first-quarter ~~2020 decreased, compared~~2021 associated with ~~$299 thousand in first-quarter 2019, as a result~~the repayment of ~~receiving proceeds in first-quarter 2019 related to MUD reimbursements~~The Saint Mary construction loan upon the sale of ~~infrastructure costs incurred for development of Barton Creek. Of~~ the ~~total amount received in first-quarter 2019, we recorded $0.3 million as interest income in other income, net in the consolidated statements of comprehensive (loss) income.~~property.

(Provision for) Benefit from ~~(Provision for)~~ Income Taxes. We recorded a ~~benefit from (provision for)~~provision for income taxes of $0.2 million in first-quarter 2021, compared to a benefit of $2.5 million in first-quarter ~~2020, compared with $(0.4) million infirst-quarter 2019.~~2020. Refer to Note 8 for further discussion of income ~~tax benefits.~~taxes.

~~Table of Contents~~

Total Comprehensive (Income) Loss Attributable to Noncontrolling Interests in Subsidiaries. ~~During first-quarter 2020 our~~Our partners' share of income totaled $6.7 million in first-quarter 2021 compared to their share of losses ~~totaled~~of $1.1 million ~~for projects that began operations~~ in ~~late 2019, primarily~~first-quarter 2020. In first-quarter 2021, our partners were allocated $6.7 million of the gain from the sale of The Saint Mary. ~~Of this total, $573 thousand relates~~In first-quarter 2020, $0.6 million related to losses incurred prior to 2020.

CAPITAL RESOURCES AND LIQUIDITY

Volatility in the real estate market, including the markets in which we operate, can impact the timing of and proceeds received from sales of our properties, which may cause uneven cash flows from period to period. Our cash flows have also been, and will continue for some time to be, adversely affected by the pandemic, as discussed throughout this report. However, we believe that the unique nature and location of our assets will provide us positive cash flows over time.

Comparison of Cash Flows for the Three Months Ended March 31, ~~2020~~2021 and ~~2019~~2020

Operating Activities. Cash ~~(used in) provided by~~used in operating activities totaled ~~$(4.4)~~$10.4 million in first-quarter ~~2020,~~2021, compared with ~~$0.7~~$4.4 million infirst-quarter ~~2019.~~2020. Expenditures for purchases and development of real estate properties totaled $2.5 million in first-quarter 2021 and $6.2 million in first-quarter 2020, ~~and $3.3 million infirst-quarter 2019,~~ primarily related to development of our Barton Creek ~~properties.~~properties, including Amarra Villas. The cash outflow resulting from the increase in other assets in first-quarter 2020 is primarily related to the increase in tax receivables as a result of the CARES Act allowing net operating losses to be carried back to 2017. Refer to Note 8 for further discussion. Additionally, the cash outflowoutflows resulting from the decrease in accounts payable, accrued liabilities and other in both first-quarter 2021 and first-quarter 2020 isare primarily related to the timing of property tax ~~payments as well contractor retention payments associated with the completion of The Saint Mary and Kingwood Place.~~payments.

During first-quarter 2019, our operating cash flows included MUD reimbursements totaling $4.6 million related to infrastructure costs incurred in Barton Creek (of which $3.7 million increased net income before taxes for the period and $0.9 million reduced purchases and development of real estate properties).

Investing Activities. Cash ~~used in~~provided by (used in) investing activities totaled ~~$2.6~~$58.2 million in first-quarter ~~2020~~2021 and ~~$31.2~~$(2.6) million infirst-quarter ~~2019.~~2020. Capital expenditures totaled $1.0 million in first-quarter 2021, primarily related to the Magnolia Place and Lantana Place projects, and $2.3 million in first-quarter 2020, primarily related to ~~development of~~ the Lantana Place, Kingwood Place and Jones Crossing ~~projects, and $29.4 million~~projects.in

In first-quarter ~~2019, primarily related to development~~2021, we received proceeds, net of closing costs, from the sale of The Saint Mary ~~Kingwood Place~~of $59.5 million.

We also made payments totaling $0.3 million in both first-quarter 2021 and ~~The Santal projects. Capital expenditures were lower in~~ first-quarter 2020 ~~compared to first-quarter 2019, primarily as a result of~~under our master lease obligations associated with the ~~completion~~2017 sale of The ~~Saint Mary and Kingwood Place in late 2019.~~

In first-quarter 2019, we recorded a purchase of noncontrolling interest totaling $4.6 million as a result of our acquisition of HEB's interests in the New Caney partnership in which we and HEB collectively purchased a tract of land for the future development of an HEB-anchored mixed-use project in New Caney, Texas.Oaks at Lakeway.

Financing Activities. Cash (used in) provided by financing activities totaled $(50.8) million in first-quarter 2021 and $6.2 million in first-quarter ~~2020 and $25.6 million infirst-quarter 2019.~~2020. During first-quarter ~~2020,~~2021, net ~~borrowings~~repayments on the Comerica Bank credit facility totaled $9.2 million, primarily using proceeds from the sale of The Saint Mary, compared with net borrowings of $6.8 million in first-quarter 2020, primarily to fund working capital ~~changes, compared with~~changes. In first-quarter 2021, net repayments ~~of $0.8 million infirst-quarter 2019. Net repayments~~ on other

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project and term loans totaled $28.3 million, primarily reflecting the repayment of The Saint Mary construction loan, compared to net repayments of $0.5 million in first-quarter 2020, primarily related to repayment of the Amarra Villas credit facility partially offset by borrowings for The Saint Mary and Kingwood Place ~~projects, compared with net borrowings of $26.7 million infirst-quarter 2019, primarily for the Jones Crossing, Amarra Villas, The Saint Mary and New Caney~~ projects. See “Credit Facility, Other Financing Arrangements and Liquidity Outlook” below for a discussion of our outstanding debt at March 31, ~~2020.~~2021.

In first-quarter 2021, we paid distributions to noncontrolling interest owners of $13.1 million, primarily related to the sale of The Saint Mary.

Credit Facility, Other Financing Arrangements and Liquidity Outlook

At March 31, ~~2020,~~2021, the total principal amount of our outstanding debt was ~~$376.1~~$341.2 million, compared with ~~$369.2~~$353.2 million at December 31, ~~2019.~~2020. We had borrowings of ~~$49.3~~$34.1 million under ~~the~~our $60.0 million Comerica Bank revolving credit facility, ~~which is comprised of a $60.0 million revolving line of credit, $10.6~~$25.8 million of which was available at March 31, ~~2020,~~2021, net of a $150 thousand ~~of letters~~letter of credit committed against the credit facility.

~~On June 12, 2020,~~During the pandemic we ~~amended~~have proactively engaged with our ~~credit facility agreement~~project lenders in connection with ~~Comerica Bank~~formulating rent deferral arrangements for our tenants, receiving waivers of and amendments to ~~extend the~~certain financial covenants for specific project loans and extending maturity ~~date from September 27, 2020, to September 27, 2022. As of June 12, 2020, we had borrowed $34.8 million~~dates on ~~the facility and had $150 thousand of letters of credit committed against the facility,~~project loans with ~~$25.0 million available for future borrowings.~~

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near-term maturities. Refer to Note 6 in this report and in our ~~2019~~2020 Form 10-K for further ~~discussion of our outstanding debt.~~discussion. Refer to “Debt Maturities and Other Contractual Obligations” below for a table illustrating the timing of principal payments due on our outstanding debt as of March 31, ~~2020.~~2021.

~~Several of our financing instruments contain customary~~Our debt agreements require compliance with specified financial covenants. ~~The West Killeen Market construction loan includes a requirement that we maintain a minimum total stockholders’ equity balance of $110.0 million.~~ The Santal loan includes a requirement that we maintain liquid assets, as defined in the agreement, of not less than $7.5 million. The ~~Saint Mary construction loan and the~~ New Caney land loan ~~include~~includes a requirement that we maintain liquid assets, as defined in ~~each~~the agreement, of not less than $10 million. The Comerica Bank credit facility, the Lantana Place construction loan, the Jones Crossing construction loan, ~~The Saint Mary construction loan,~~ the Amarra Villas credit facility, the Kingwood Place construction loan, the West Killeen Market construction loan, the New Caney land loan and The Santal loan include a requirement that we maintain a net asset value, as defined in each agreement, of $125 million. The Comerica Bank credit facility, the Amarra Villas credit facility and the Kingwood Place construction loan also include a requirement that we maintain a ~~promissory note~~ debt-to-gross asset value, as defined in the agreement, of less than 50 percent. The Santal loan, the West Killeen Market construction loan, the Jones Crossing construction loan, and the Lantana Place construction loan each include a financial covenant requiring the applicable Stratus subsidiary to maintain a debt service coverage ratio as defined in each agreement. ~~In addition,~~As of March 31, 2021, we were in compliance with all of our financial covenants; however, for the last three quarters of 2020 and the first quarter of 2021, our Block 21 subsidiary did not pass the debt service coverage ratio financial test under the Block 21 loan, ~~agreements~~which, though not a financial covenant, caused the Block 21 subsidiary to enter into a “Trigger Period” as discussed below.

Stratus’ and its subsidiaries’ debt arrangements contain significant limitations that may restrict Stratus’ and its subsidiaries’ ability to, among other things: borrow additional money or issue guarantees; pay dividends, repurchase equity or make other distributions to equityholders; make loans, advances or other investments; create liens on assets; sell assets; enter into sale-leaseback transactions; enter into transactions with affiliates; permit a change of control; sell all or substantially all of its assets; and engage in mergers, consolidations or other business combinations. Our Comerica Bank ~~require~~credit facility requires Comerica Bank’s prior written consent for any common stock repurchases in excess of $1.0 million or any dividend payments. As

Our project loans are generally secured by all or substantially all of ~~March 31, 2020, we were in compliance with~~the assets of the project, and our Comerica Bank credit facility is secured by substantially all of our assets other than those encumbered by separate project financing. In addition, we are typically required to guarantee the payment of our project loans, in some cases until certain development milestones and/or financial ~~covenants.~~conditions are met, except for the Block 21 loan and The Santal loan guarantees that are generally limited to non-recourse carve-out obligations. Refer to Note 6 in our 2020 Form 10-K for additional discussion.

We proactively engaged with our project lenders in connection with formulating rent deferral arrangements for tenants at our projects as a result of the pandemic. Although each of our projects is expected to generate sufficient revenue to pay debt service, our projections showed that we would not meet the debt service coverage ratio covenant at June 30, 2020, under the Lantana Place construction loan, and we have been granted a waiver of the covenant for the quarters needed such that we believe we will be able to remain in compliance if rent payments recover as anticipated.

The ~~Goldman Sachs~~Block 21 loan agreement secured by the Block 21 assets contains financial ~~covenant requirements~~tests that we must meet in order to avoid a “Trigger Period” (as described below). Specifically, we must maintain (i) a net worth in excess of $125 million and (ii) liquid assets having a market value of ~~not less than~~at least $10 million, ~~and (iii)~~each as defined in the Block 21 loan agreement. Additionally, our Block 21 subsidiary must maintain a trailing-12-month debt service coverage ratio, tested quarterly, ~~each~~ as defined in the Block 21 loan agreement. If any of these financial ~~covenants~~tests are not met, a “Trigger Period”, which is not a default, results. As~~of March 31, 2020, we were in compliance with all of the financial covenants in the Goldman Sachs loan. However, as~~ a result of the pandemic, ~~we expect that we will~~our Block 21 subsidiary did not meet the debt

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service coverage ratio test on the June 30, 2020, September 30, 2020, December 31, 2020, and March 31, 2021, test ~~date.~~dates, resulting in a "Trigger Period." During a ~~Trigger~~"Trigger Period," any cash generated from the Block ~~21's hotel, entertainment and office and retail space~~21 project in excess of amounts necessary to fund loan obligations, budgeted operating expenses and specified reserves would not be available to be distributed to us until after we meet a higher debt service coverage ratio requirement for two consecutive quarters. As the ratio is calculated on a trailing-12-month basis, we ~~do not~~currently expect the ~~Trigger Period~~"Trigger Period" to ~~terminate until early~~continue through at least 2022.

~~The Goldman Sachs~~Although the Block 21 loan agreement ~~requires us to~~is a non-recourse loan, we may contribute cash to our Block 21 subsidiary ~~if funds~~in order to prevent our Block 21 subsidiary from defaulting under the Block ~~21’s operations are insufficient to fund all payments and reserves as required under our~~21 loan agreement. Additionally, under our subsidiary’s hotel operating agreement, the hotel operator has and may continue to request funds from us if it reasonably determines that such funds are required in order to fund the operation of the hotel and specified reserves. ~~We have been required~~Pursuant to ~~contribute~~ such ~~funds~~provisions, we contributed $6.3 million during 2020 and ~~our~~$5.0 million during first-quarter 2021, and based on current projections, ~~reflect that~~ we ~~will be required~~expect to ~~do so in future periods in 2020 and~~make additional contributions of approximately $12 million through early ~~2021. In addition, our projections reflect that we will need to contribute funds to certain of our leasing projects in future periods in 2020 and early 2021.~~

2022. As of March 31, ~~2020,~~2021, we had ~~$7.8~~$6.0 million of liabilities for deferred income and deposits that primarily related to ticket and sponsorship presales at our venues. We have refunded amounts related to events that have been cancelled, and we may refund additional amounts if more events are cancelled in the future.

We project that we will be able to meet our debt service and other cash obligations for at least the next 12 months, without any significant asset sales or reductions in general and administrative expenses. Prior to the start of the pandemic, our retail and multi-family projects were in advanced lease-up phases, and we expect that they will generate sufficient revenue to pay debt service. We have no significant principal maturities of debt during the remainder of 2020. In addition, we have no material commitments for capital expenditures and have deferred progress on development projects as we continue to evaluate market conditions.months. Our projections are based on many detailed and complex underlying assumptions, including (1) that operating income for our ~~hotel and entertainment~~Block 21 businesses will

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~~begin to~~ gradually ramp up to a break-even point in the ~~summer~~first half of ~~2020,~~2021 and that ~~tenants granted rent deferrals~~Block 21 will ~~recommence rent payments as agreed and~~generate sufficient cash to cover debt service by early 2022, (2) that current conditions in our leasing operations will not ~~further~~ deteriorate ~~materially.~~materially and that our anchor tenant at Lantana Place will renew its lease on terms acceptable to us, (3) that we close on projected asset sales in our real estate operations segment, including certain land sales at our mixed-use properties, on anticipated terms, and (4) that we are able to secure anticipated financing for certain development projects. No assurances can be given that the results anticipated by our projections will occur. See ~~“Risk Factors” included~~Note 6 in ~~Part II, Item 1A. of this~~our 2020 Form ~~10-Q~~10-K and “Risk Factors” included in Part I, Item 1A. of our ~~2019~~2020 Form 10-K, , for further discussion.

Our ability to meet our cash obligations over the longer term, including our significant debt maturities in 2022, will depend on our future operating and financial performance and cash flows, including our ability to sell or lease properties profitably and extend or refinance debt as it becomes due, which is subject to economic, financial, competitive and other factors beyond our control, including risks related to the COVID-19 pandemic.

DEBT MATURITIES AND OTHER CONTRACTUAL OBLIGATIONS

The following table summarizes our debt maturities based on the principal amounts outstanding as of March 31, ~~2020~~2021 (in thousands):


		2020		2021		2022		2023		2024		Thereafter		Total			2021		2022		2023		2024		2025		Thereafter		Total

Goldman Sachs loan		$	1,736	$	2,470	$	2,613	$	2,765	$	2,904	$	128,967	$	141,455
Block 21 loan																Block 21 loan	$	1,839	$	2,613	$	2,765	$	2,905	$	3,094	$	125,872	$	139,088

The Santal loan^a	The Santal loan^a	—		—		75,000		—		—		—		75,000		The Santal loana	—		75,000		—		—		—		—		75,000
Comerica Bank credit facility^b		49,300		—		—		—		—		—		49,300
Comerica Bank credit facility																Comerica Bank credit facility	—		34,077		—		—		—		—		34,077

New Caney land loan^c		—		5,000		—		—		—		—		5,000
New Caney land loan																New Caney land loan	—		4,500		—		—		—		—		4,500
PPP loan																PPP loan	—		3,987		—		—		—		—		3,987

Construction loans:	Construction loans:															Construction loans:
Kingwood Place^a		—		—		27,498		—		—		—		27,498
Kingwood Placeb																Kingwood Placeb	—		31,791		—		—		—		—		31,791

Jones Crossing																Jones Crossing	293		409		21,878		—		—		—		22,580
Lantana Place	Lantana Place	32		382		399		22,645		—		—		23,458		Lantana Place	604		830		20,610		—		—		—		22,044
The Saint Mary		—		25,181		—		—		—		—		25,181
Jones Crossing		—		237		334		21,355		—		—		21,926
West Killeen Market	West Killeen Market	87		122		7,087		—		—		—		7,296		West Killeen Market	126		6,597		—		—		—		—		6,723
Amarra Villas credit facility	Amarra Villas credit facility	—		—		5		—		—		—		5		Amarra Villas credit facility	—		1,369		—		—		—		—		1,369

Total	Total	$	51,155	$	33,392	$	112,936	$	46,765	$	2,904	$	128,967	$	376,119	Total	$	2,862	$	161,173	$	45,253	$	2,905	$	3,094	$	125,872	$	341,159

a.In April 2021, we entered into an amendment to The Santal loan to, among other provisions, extend the maturity date from October 5, 2022 to October 5, 2024.

b.We have the option to extend the maturity date for two additional 12-month periods, subject to certain ~~conditions.~~

b.~~Refer to Note 6 for further information, including the June 2020 amendment to extend the maturity to September 27, 2022.~~

c.~~We have the option to extend the maturity date for one additional 12-month period, subject to certain~~debt service coverage conditions.

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Other than debt transactions (as discussed in Note 6), there have been no material changes in our contractual obligations since December 31, ~~2019.~~2020. Refer to Part II, Items 7. and 7A. "Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk" in our ~~2019~~2020 Form 10-K for further information regarding our contractual obligations.

CRITICAL ACCOUNTING ESTIMATES

There have been no changes in our critical accounting estimates from those discussed in our ~~2019~~2020 Form 10-K.

NEW ACCOUNTING STANDARDS

~~There have been no changes in~~No new accounting standards ~~from those discussed~~ in ~~Note 1 to the financial statements included in our 2019 Form 10-K.~~2021 have had a material impact on us.

OFF-BALANCE SHEET ARRANGEMENTS

There have been no material changes in our off-balance sheet arrangements since December 31, ~~2019.~~2020. Refer to Note 9 in our ~~2019~~2020 Form 10-K for further information.

CAUTIONARY STATEMENT

This Quarterly Report on Form 10-Q contains forward-looking statements in which we discuss factors we believe may affect our future performance. Forward-looking statements are all statements other than statements of historical fact, such as plans, projections or expectations related to the impacts of the COVID-19 pandemic, our ability to meet our future debt service and ~~its economic effects,~~other cash obligations, our ability to ramp-up operations at Block 21 according to our currently anticipated timeline, our ability to open and hold events at our venues, our ability to collect rents timely, future cash flows and liquidity, ~~and~~ our ability to ~~remain in compliance~~comply with or obtain waivers of financial and other covenants in debt agreements, our ongoing in-depth exploration of conversion to a REIT, potential steps necessary prior to conversion to a REIT, the potential timing of any REIT conversion, our expectations about the Austin and ~~to meet other cash obligations,~~Texas real estate markets, potential changes in governance practices and Board composition, the planning, financing, development, construction, completion and stabilization of our development projects, plans to sell, recapitalize, or refinance properties, future operational and financial performance, MUD reimbursements for infrastructure costs, regulatory matters, leasing activities, ~~estimated costs and timeframes for development and stabilization of properties,~~ tax rates, the impact of interest rate changes, future capital expenditures and financing plans, possible joint ~~venture, partnership,~~ventures, partnerships, or other strategic relationships, ~~or other arrangements,~~ our projections with respect to our obligations under the master lease

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agreements entered into in connection with the 2017 sale of The Oaks at Lakeway, other plans and objectives of management for future operations and development projects, and future dividend payments and share repurchases. The words “anticipate,” “may,” “can,” “plan,” “believe,” “potential,” “estimate,” “expect,” “project,” "target," “intend,” “likely,” “will,” “should,” “to be” and any similar expressions and/or statements ~~that~~ are not historical facts and are intended to identify those assertions as forward-looking statements.

Under our ~~loan agreements with~~ Comerica Bank credit facility, we are not permitted to pay dividends on common stock without Comerica ~~Bank’s~~Bank's prior written consent. The declaration of dividends is at the discretion of our Board, subject to restrictions under our ~~loan agreements with~~ Comerica Bank credit facility, and will depend on our financial results, cash requirements, projected compliance with covenants in our debt agreements, outlook and other factors deemed relevant by the Board.

We caution readers that forward-looking statements are not guarantees of future performance, and our actual results

may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements.

Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking

statements include, but are not limited to, evolving risks relative to the COVID-19 pandemic and its economic effects, including the impact of the actions taken by governmental authorities to contain the virus or address the impact of the virus on the economy, fear of the further spread or second wave of COVID-19, the duration and scope of the COVID-19 pandemic and impact thereof including the pace of recovery, our ability to pay or refinance our debt or ~~remain in compliance~~comply with or obtain waivers of financial and other covenants in debt agreements and to meet other cash obligations, our ability to ramp up operations at Block 21, collect anticipated rental payments and close projected asset sales, the availability and terms of financing for development projects and other corporate purposes, the implementation, operational, financing and tax complexities to be evaluated and addressed before our Board decides whether to recommend a REIT conversion to shareholders, our ability to qualify as a REIT, which involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended, our ability to complete the steps that must be taken in order to convert to a REIT and the timing thereof, the potential costs of converting to and operating as a REIT, whether our Board will determine that conversion to a REIT is in the best interests of our shareholders, whether shareholders will approve changes to our organizational documents consistent with a public REIT structure, our

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ability to enter into and maintain joint ~~venture, partnership,~~ventures, partnerships, or other strategic relationships, ~~or other arrangements,~~ our ability to ~~affect~~implement our business strategy successfully, including our ability to develop, construct and sell or lease properties ~~at prices~~on terms our Board considers acceptable, market conditions or corporate developments that could preclude, impair or delay any opportunities with respect to plans to sell, recapitalize or refinance properties, our ability to obtain various entitlements and permits, a decrease in the demand for real estate in select markets in Texas where we operate, changes in economic, market and business conditions, reductions in discretionary spending by consumers and businesses, competition from other real estate developers, hotel operators and/or entertainment venue operators and promoters, our ability to hold events and increase attendance at our venues, challenges associated with booking events and selling tickets and event cancellations at ~~Stratus’~~our entertainment venues, which may result in refunds to customers, the termination of sales contracts or letters of intent because of, among other factors, the failure of one or more closing conditions or market changes, our ability to secure qualifying tenants for the space subject to the master lease agreements entered into in connection with the 2017 sale of The Oaks at Lakeway and to assign such leases to the purchaser and remove the corresponding property from the master leases, the failure to attract customers or tenants for our developments or such customers’ or tenants’ failure to satisfy their purchase commitments or leasing obligations, ~~grants of rent deferral accommodations to our tenants and ability of our tenants to resume rent payments as agreed,~~ increases in interest rates and the phase out of the London Interbank Offered Rate, declines in the market value of our assets, increases in operating costs, including real estate taxes and the cost of building materials, including lumber, and labor, changes in external perception of the W Austin Hotel, unanticipated issues experienced by the third-party operator of the W Austin Hotel, changes in consumer preferences, industry risks, changes in laws, regulations or the regulatory environment affecting the development of real estate, opposition from special interest groups or local governments with respect to development projects, weather-related risks, loss of key personnel, cybersecurity incidents and other factors described in more detail under the heading “Risk Factors” in Part I, Item 1A. of our ~~2019~~2020 Form 10-K, filed with the ~~SEC, and “Risk Factors” included in Part II, Item 1A.~~SEC.

We can provide no assurance as to when, if at all, we will convert to a REIT. We can give no assurance that our Board will approve a conversion to a REIT, even if there are no impediments to such conversion. Our exploration of ~~this Form 10-Q.~~a potential REIT conversion may divert management's attention from traditional business concerns. If we determine to convert to a REIT, we cannot give assurance that we will qualify or remain qualified as a REIT.

Investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the date the forward-looking statements are ~~made, some of which we may not be able to control.~~made. Further, we may make changes to our business plans that could affect our results. We caution investors that we ~~do not intend~~undertake no obligation to update our forward-looking statements, ~~more frequently than quarterly~~which speak only as of the date made, notwithstanding any changes in our assumptions, business plans, actual experience, or other ~~changes, and we undertake no obligation to update any forward-looking statements.~~changes.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer, with the participation of management, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, they have concluded that our disclosure controls and procedures were effective as of March 31, ~~2020.~~2021.

(b) Changes in internal control over financial reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, ~~2020,~~2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

We are supplementing the risk factors described under “Item 1A. Risk Factors” in our 2019 Form 10-K with the additional risk factor set forth below, which should be read in conjunction with the risk factors and other disclosures in this report and in our 2019 Form 10-K.

The COVID-19 pandemic has had a significant adverse impact on our business, financial condition, results of operation and liquidity, such impact has worsened during the second quarter of 2020, and could continue to last with unknown severity and for an unknown period of time.

OnMarch 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the U.S. declared a national emergency with respect to COVID-19. The COVID-19 pandemic is complex and rapidly evolving, with federal, state and local governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on activities in order to combat its spread. These restrictions have included stay-at-home orders, bans on travel, limitations on the size of gatherings, limitations on the operations of businesses deemed non-essential, closures of work facilities, schools, public buildings and businesses, cancellation of events (including entertainment events, conferences and meetings), quarantines and social distancing measures. State and local governments have implemented phased reopening processes, often with reduced capacity and social distancing restrictions. In June, the city of Austin extended its Stay-at-Home order through August 15, 2020..

The pandemic has caused a sharp global slowdown of economic activity resulting in a recession, a steep increase in unemployment in the U.S. and significant volatility and disruption of financial markets. Health advisors warn that a “second wave” of the pandemic is possible if reopening is pursued too soon or in the wrong manner. The pandemic had a significant adverse impact onThere have been no material changes to our ~~company~~risk factors during the first quarter of 2020, is having a more severe adverse impact on our company during the second quarter of 2020 and is expected to continue to adversely impact our company beyond second-quarter 2020. Because the pandemic is unprecedented in recent history, and its severity, duration and future economic consequences are difficult to predict, we cannot predict its future impact on our company with any certainty. The COVID-19 pandemic has subjected our business, financial condition, results of operations, and liquidity to a number of risks, including, but not limited to, those discussed below:

•~~Risks Related to our Liquidity~~. Although we project that we will be able to meet our debt service and other cash obligations for at least the next 12 months, our projections depend on many detailed and complex underlying assumptions, including that our hotel and entertainment businesses will begin to ramp up in the summer of 2020, that tenants granted rent deferrals will recommence rent payments as agreed and that current conditions in our leasing operations will not further deteriorate materially, and no assurances can be given that the results anticipated by our projections will occur. If we later determine that we will likely not be able to meet our debt service and other cash obligations, or will likely not be able to meet covenants under our debt agreements, we may seek further amendments to, waivers of provisions of, or restructuring of our debt agreements, seek to sell assets, seek to reduce operating expenses, and/or seek to raise additional capital, any or all of which actions may not be successful. If we cannot meet our debt service obligations, or otherwise default under a debt agreement, our lenders may declare all amounts outstanding under the loans due and payable, seek to foreclose on the collateral securing the loans and/or seek to force us into involuntary bankruptcy proceedings.

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•~~Risks Related to our Hotel Operations~~. The pandemic has had, and we believe will continue to have, a significant adverse impact on the hospitality industry, as it has resulted in dramatically curtailed business and leisure travel and caused cancellations of events or rescheduling of events until later in 2020 and beyond. Accordingly, the pandemic has resulted in a significant decrease in revenue and expected revenue from our hotel rooms, conference facilities and hotel amenities, as discussed throughout this report. The pandemic is expected to continue to negatively affect our hotel business, and the extent to which such adverse impacts continue depends on numerous evolving factors that we cannot predict. Moreover, even as travel advisories and restrictions are lifted, travel demand may remain weak for a significant length of time and attractions and events that previously brought visitors to the city of Austin may not proceed or may proceed with limited capacity. We cannot predict if or when our hotel will return to pre-pandemic demand or pricing.

•~~Risks Related to our Entertainment Operations~~. The pandemic has had, and we believe will continue to have, a significant adverse impact on the entertainment industry and our entertainment operations, as discussed throughout this report. It is unclear whether and to what extent pandemic-related concerns will impact the use of and/or demand for our entertainment venues as government restrictions are modified or lifted. Prolonged repercussions from the pandemic and government-mandated restrictions or other factors could continue to negatively affect our entertainment venues and the financial performance of our entertainment operations, and the extent to which such adverse impacts continue depends on numerous evolving factors that we cannot predict, including if or when our entertainment operations will return to pre-pandemic demand.

•~~Risks Related to our Leasing Operations~~. The COVID-19 pandemic is negatively affecting our retail and multi-family leasing operations, as discussed throughout this report. Our retail and multi-family tenants may, as a result of COVID-19 and the related economic downturn, request additional rent deferrals, rent abatement, lease renegotiations or early termination of their leases as well as may be forced to temporarily or permanently close or declare bankruptcy, which could further reduce our cash flows. In addition, state, local or industry-initiated efforts, such as tenant rent freezes or suspension of a landlord’s ability to enforce evictions, may also affect our ability to collect rent or enforce remedies for the failure to pay rent. Further, our ability to renew leases or re-lease vacant spaces on favorable terms, or at all, is constrained in the current environment, which may worsen.

•~~Risks Related to our Real Estate and Development Operations~~. The pandemic has negatively affected our real estate and development operations, as discussed throughout this report. We may be unable to sell assets in the current economic environment at a price that we find acceptable or at all. We have deferred progress on our development projects as we continue to monitor developments in the market. We cannot predict when we will be able to recommence the active pursuit of our development projects. Also, the economic downturn caused by the pandemic has adversely affected the market for the sale of real estate in our operating areas, and such effects could continue or worsen, diminishing the demand for and value of our properties for an indeterminate period. The pandemic has also constrained the availability of capital to companies in the real estate industry, and we can provide no assurances that, once we resume our development plans, we will be able to access the required capital at a reasonable cost. Prolonged inability to pursue our development plans will have a negative effect on our business and future profits.

These and other impacts of the COVID-19 pandemic could also have the effect of heightening many of the other risks described in Part I, Item 1A. “Risk Factors” in our 2019 Form 10-K. While we believe the risk factors above describe current material risks to our company related to the COVID-19 pandemic, there are other risks that we currently believe will not have a material adverse impact on us that may do so. In addition, there are other risks to our company, not necessarily related to the pandemic, which may adversely affect our business.three-month period ended March 31, 2021. For additional ~~discussion,~~information on risk factors, refer to Part I, Item 1A. “Risk Factors” ~~in the 2019~~of our 2020 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities and no repurchases of common stock during the three months ended March 31, ~~2020.~~

2021.

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Item 6. Exhibits.

Incorporated by Reference

Exhibit
Number

Exhibit Title

Filed with this Form 10-Q

Form

File No.

Date Filed

2.1

Agreement of Sale and Purchase, dated February 15, 2017, between Stratus Lakeway Center, LLC and FHF I Oaks at Lakeway, LLC.

8-K

001-37716

2/21/2017

~~2.2~~

~~Agreement of Sale and Purchase, dated December 9, 2019 between Stratus Block 21, L.L.C. and Ryman Hospitality Properties, Inc.~~

~~8-K~~

~~001-37716~~

~~12/11/2019~~

~~2.3~~

~~Membership Interest Purchase Agreement, dated December 9, 2019 between Stratus Block 21, Investments, L.P. and Ryman Hospitality Properties, Inc.~~

~~8-K~~

~~001-37716~~

~~12/11/2019~~

~~2.4~~

~~Termination Letter dated May 21, 2020 with respect to Block 21 purchase agreements.~~

~~8-K~~

~~001-37716~~

~~5/22/2020~~

3.1

Composite Certificate of Incorporation of Stratus Properties Inc.

8-A/A

~~000-19989~~001-37716

~~8/26/2010~~3/15/2021

3.2

Second Amended and Restated By-Laws of Stratus Properties Inc., as amended effective August 3, 2017.

10-Q

001-37716

8/9/2017

4.1

Investor Rights Agreement by and between Stratus Properties Inc. and Moffett Holdings, LLC dated as of March 15, 2012.

8-K

000-19989

3/20/2012

4.2

Assignment and Assumption Agreement by and among Moffett Holdings, LLC, LCHM Holdings, LLC and Stratus Properties Inc., dated as of March 3, 2014.

13D

005-42652

~~000-19989~~

3/5/2014

4.3

Stockholder Rights Agreement, dated as of September 22, 2020, by and between the Company and Computershare Inc., as rights agent (which includes the Form of Rights Certificate as Exhibit C thereto).

8-A

001-37716

9/22/2020

4.4

Amendment to Stockholder Rights Agreement, dated as of March 12, 2021, by and between Stratus Properties Inc. and Computershare Inc., as Rights Agent.

8-K

001-37716

3/15/2021

10.1

Construction Loan Agreement by and between Lantana Place, L.L.C., as borrower, and Southside Bank, as lender, dated April 28, 2017.

8-K

001-37716

5/3/2017

10.2

Promissory Note by and between Lantana Place, ~~L.L.C.~~L.L.C, and Southside Bank dated April 28, 2017.

8-K

001-37716

5/3/2017

10.3

First ~~amendment~~Amendment to Construction Loan Agreement by and between Lantana Place, L.L.C., as borrower, and Southside Bank, as lender, dated December 13, 2017.

10-K

001-37716

3/16/2018

10.4

Loan Modification Agreement by and between Lantana Place, L.L.C., as borrower, and Southside Bank, as lender, effective June 19, 2020.

10-Q

X001-37716

6/25/2020

10.5

~~Construction~~Second Loan Modification Agreement by and between ~~Stratus Kingwood~~Lantana Place, ~~L.P.,~~L.L.C and Southside Bank, effective as ~~borrower, and Comerica Bank, as lender, dated December 6, 2018.~~of January 4, 2021.

10-K

~~8-K~~

001-37716

~~12/12/2018~~3/15/2021

10.6

~~Modification~~Loan and Security Agreement by and ~~among Stratus Kingwood Place, L.P.~~between Santal, L.L.C., as borrower ~~Stratus Properties Inc. as guarantor,~~ and ~~Comerica Bank,~~ACRC Lender LLC, as lender, dated ~~January 15, 2020.~~September 30, 2019.

8-K

X001-37716

10/4/2019

10.7

~~Amended and Restated Installment~~ Note by and between ~~Stratus Kingwood Place, L.P.~~Santal, L.L.C. and ~~Comerica Bank~~ACRC Lender LLC, dated ~~January 15, 2020.~~September 30, 2019.

8-K

X001-37716

10/4/2019

10.8

Modification of Loan Agreement, Note, Mortgage and Other Loan Documents by and ~~between~~among Santal, L.L.C., as borrower, Stratus Properties Inc., ~~certain of its subsidiaries~~as guarantor, and ~~Comerica Bank,~~ACRE Commercial Mortgage 2017-FL3 Ltd., as lender, dated as of ~~June 29, 2018.~~April 1, 2021.

8-K

001-37716

~~7/5/2018~~4/6/2021

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Incorporated by Reference

Exhibit
Number

Exhibit Title

Filed with this Form 10-Q

Form

File No.

Date Filed

~~10.9~~

~~Revolving Promissory Note by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, dated as of June 29, 2018.~~

~~8-K~~

~~001-37716~~

~~7/5/2018~~

~~10.10~~

~~Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of April 14, 2020.~~

~~8-K~~

~~001-37716~~

~~4/17/2020~~

~~10.11~~

~~Second Modification Agreement by and between Stratus Properties Inc., certain of its subsidiaries and Comerica Bank, effective as of June 12, 2020.~~

~~8-K~~

~~001-37716~~

~~6/15/2020~~

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS

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Inline XBRL Taxonomy Extension Schema.

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Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase.

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Inline XBRL Taxonomy Extension Label Linkbase.

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Inline XBRL Taxonomy Extension Presentation Linkbase.

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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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/ Erin D. Pickens

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

Erin D. Pickens

Senior Vice President and

Chief Financial Officer

(authorized signatory and

Principal Financial Officer)

Date: ~~June 25, 2020~~May 17, 2021

S-1


STRATUS PROPERTIES INC.
TABLE OF CONTENTS


			Page

Part I. Financial Information			2

Item 1. Financial Statements			2

Consolidated Balance Sheets (Unaudited)			2

Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ (Unaudited)			3

Consolidated Statements of Cash Flows (Unaudited)			4

Consolidated Statements of Equity (Unaudited)			5

Notes to Consolidated Financial Statements (Unaudited)			6

Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations			1413

Item 3. Quantitative and Qualitative Disclosures About Market Risk			26

Item 4. Controls and Procedures			2726

Part II. Other Information			2726

Item 1A. Risk Factors			2726

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			2826



Item 6. Exhibits			2927

Signature			S-1






Balance at December 31, 2018	9,288	$	93	$	186,256	$	(41,103)	1,124	$	(21,260)	$	123,986	$	22,665	$	146,651




Exercised and vested stock-based awards	17	—		—		—		—	—		—		—		—

Stock-based compensation	—	—		168		—		—	—		168		—		168

Tender of shares for stock-based awards	—	—		—		—		4	(100)		(100)		—		(100)
Purchase of noncontrolling interest in consolidated subsidiary	—	—		—		—		—	—		—		(4,589)		(4,589)

Total comprehensive income	—	—		—		862		—	—		862		—		862
Balance at March 31, 2019	9,305	$	93	$	186,424	$	(40,241)	1,128	$	(21,360)	$	124,916	$	18,076	$	142,992