STRATUS PROPERTIES INC 10-Q

Item 1. Financial Statements . STRATUS PROPERTIES INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (In Thousands) September 30, 2024 December 31, 2023 ASSETS Cash and cash equivalents $ 19,638 $ 31,397 Restricted cash 698 1,035 Real estate held for sale 4,884 7,382 Real estate under development 261,212 260,642 Land available for development 74,912 47,451 Real estate held for investment, net 137,177 144,112 Lease right-of-use assets 10,368 11,174 Deferred tax assets 173 173 Other assets 14,118 14,400 Total assets $ 523,180 $ 517,766 LIABILITIES AND EQUITY Liabilities: Accounts payable $ 12,341 $ 15,629 Accrued liabilities, including taxes 6,283 6,660 Debt 181,540 175,168 Lease liabilities 15,564 15,866 Deferred gain 2,131 2,721 Other liabilities 5,186 7,117 Total liabilities 223,045 223,161 Commitments and contingencies Equity: Stockholders’ equity: Common stock 97 96 Capital in excess of par value of common stock 200,557 197,735 Retained earnings 29,108 26,645 Common stock held in treasury ( 33,395 ) ( 32,997 ) Total stockholders’ equity 196,367 191,479 Noncontrolling interests in subsidiaries 103,768 103,126 Total equity 300,135 294,605 Total liabilities and equity $ 523,180 $ 517,766 The accompanying Notes to Consolidated Financial Statements (Unaudited) are an integral part of these consolidated financial statements. 2 Table of Contents STRATUS PROPERTIES INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (In Thousands, Except Per Share Amounts) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Revenues: Real estate operations $ 3,971 $ — $ 29,723 $ 2,551 Leasing operations 4,920 3,669 14,165 10,450 Total revenues 8,891 3,669 43,888 13,001 Cost of sales: Real estate operations 5,344 1,467 25,046 8,651 Leasing operations 1,964 1,381 5,384 3,786 Depreciation and amortization 1,365 967 4,168 2,865 Total cost of sales 8,673 3,815 34,598 15,302 Gain on sale of assets ( 1,626 ) — ( 1,626 ) — General and administrative expenses 3,363 3,183 11,670 11,973 Total 10,410 6,998 44,642 27,275 Operating loss ( 1,519 ) ( 3,329 ) ( 754 ) ( 14,274 ) Loss on extinguishment of debt — — ( 59 ) — Other income, net 163 472 522 1,501 Loss before income taxes and equity in unconsolidated affiliate's loss ( 1,356 ) ( 2,857 ) ( 291 ) ( 12,773 ) Provision for income taxes ( 58 ) ( 356 ) ( 204 ) ( 2,016 ) Equity in unconsolidated affiliate's loss — ( 4 ) — ( 10 ) Net loss and total comprehensive loss ( 1,414 ) ( 3,217 ) ( 495 ) ( 14,799 ) Total comprehensive loss attributable to noncontrolling interests 1,050 373 2,958 853 Net (loss) income and total comprehensive (loss) income attributable to common stockholders $ ( 364 ) $ ( 2,844 ) $ 2,463 $ ( 13,946 ) Basic net (loss) income per share attributable to common stockholders $ ( 0.05 ) $ ( 0.36 ) $ 0.31 $ ( 1.74 ) Diluted net (loss) income per share attributable to common stockholders: $ ( 0.05 ) $ ( 0.36 ) $ 0.30 $ ( 1.74 ) Weighted-average shares of common stock outstanding: Basic 8,080 8,003 8,059 7,993 Diluted 8,080 8,003 8,186 7,993 The accompanying Notes to Consolidated Financial Statements (Unaudited) are an integral part of these consolidated financial statements. 3 Table of Contents STRATUS PROPERTIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands) Nine Months Ended September 30, 2024 2023 Cash flow from operating activities: Net loss $ ( 495 ) $ ( 14,799 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,168 2,865 Cost of real estate sold 19,115 2,080 Loss on extinguishment of debt 59 — Stock-based compensation 1,314 1,479 Debt issuance cost amortization 1,028 631 Gain on sale of assets ( 1,626 ) — Equity in unconsolidated affiliate’s loss — 10 Purchases and development of real estate properties ( 22,925 ) ( 34,697 ) Write-off of capitalized project costs 721 — Decrease in other assets 233 2,223 (Decrease) increase in accounts payable, accrued liabilities and other ( 3,994 ) 908 Net cash used in operating activities ( 2,402 ) ( 39,300 ) Cash flow from investing activities: Capital expenditures ( 22,962 ) ( 36,178 ) Proceeds from sale of assets, net of fees 8,586 — Payments on master lease obligations ( 649 ) ( 730 ) Other — 5 Net cash used in investing activities ( 15,025 ) ( 36,903 ) Cash flow from financing activities: Borrowings from project loans 27,672 41,656 Payments on project and term loans ( 25,058 ) ( 8,472 ) Payment of dividends ( 356 ) ( 678 ) Finance lease principal payments ( 12 ) ( 11 ) Stock-based awards net payments ( 376 ) ( 789 ) Noncontrolling interest contributions 3,600 40,000 Purchases of treasury stock — ( 2,064 ) Financing costs ( 139 ) ( 2,758 ) Net cash provided by financing activities 5,331 66,884 Net decrease in cash, cash equivalents and restricted cash ( 12,096 ) ( 9,319 ) Cash, cash equivalents and restricted cash at beginning of year 32,432 45,709 Cash, cash equivalents and restricted cash at end of period $ 20,336 $ 36,390 The accompanying Notes to Consolidated Financial Statements (Unaudited), which include information regarding noncash transactions, are an integral part of these consolidated financial statements. 4 Table of Contents STRATUS PROPERTIES INC. CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (In Thousands) Stockholders’ Equity Retained Earnings (Accumulated Deficit) Common Stock Held in Treasury Total Noncontrolling Interests in Subsidiaries Common Stock Capital in Excess of Par Value Number of Shares At Par Value Number of Shares At Cost Total Equity Balance at December 31, 2023 9,586 $ 96 $ 197,735 $ 26,645 1,583 $ ( 32,997 ) $ 191,479 $ 103,126 $ 294,605 Vested stock-based awards 78 1 ( 1 ) — — — — — — Director fees paid in shares of common stock — — 6 — — — 6 — 6 Stock-based compensation — — 442 — — — 442 — 442 Grant of restricted stock units (RSUs) under the Profit Participation Incentive Plan (PPIP) — — 1,492 — — — 1,492 — 1,492 Tender of shares for stock-based awards — — — — 16 ( 376 ) ( 376 ) — ( 376 ) Excise tax on 2023 common stock repurchases — — — — — ( 22 ) ( 22 ) — ( 22 ) Total comprehensive income (loss) — — — 4,552 — — 4,552 ( 855 ) 3,697 Balance at March 31, 2024 9,664 97 199,674 31,197 1,599 ( 33,395 ) 197,573 102,271 299,844 Vested stock-based awards 12 — — — — — — — — Director fees paid in shares of common stock — — 6 — — — 6 — 6 Stock-based compensation — — 434 — — — 434 — 434 Total comprehensive loss — — — ( 1,725 ) — — ( 1,725 ) ( 1,053 ) ( 2,778 ) Balance at June 30, 2024 9,676 97 200,114 29,472 1,599 ( 33,395 ) 196,288 101,218 297,506 Vested stock-based awards 9 — — — — — — — — Director fees paid in shares of common stock — — 6 — — — 6 — 6 Stock-based compensation — — 437 — — — 437 — 437 Contributions from noncontrolling interests — — — — — — — 3,600 3,600 Total comprehensive loss — — — ( 364 ) — — ( 364 ) ( 1,050 ) ( 1,414 ) Balance at September 30, 2024 9,685 $ 97 $ 200,557 $ 29,108 1,599 $ ( 33,395 ) $ 196,367 $ 103,768 $ 300,135 5 Table of Contents STRATUS PROPERTIES INC. CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (Continued) (In Thousands) Stockholders’ Equity Retained Earnings (Accumulated Deficit) Common Stock Held in Treasury Total Noncontrolling Interests in Subsidiaries Common Stock Capital in Excess of Par Value Number of Shares At Par Value Number of Shares At Cost Total Equity Balance at December 31, 2022 9,439 $ 94 $ 195,773 $ 41,452 1,448 $ ( 30,071 ) $ 207,248 $ 64,825 $ 272,073 Vested stock-based awards 40 — — — — — — — — Director fees paid in shares of common stock — — 6 — — — 6 — 6 Stock-based compensation — — 529 — — — 529 — 529 Tender of shares for stock-based awards — — — — 11 ( 216 ) ( 216 ) — ( 216 ) Common stock repurchases — — — — 44 ( 894 ) ( 894 ) — ( 894 ) Contributions from noncontrolling interests — — — — — — — 40,000 40,000 Total comprehensive loss — — — ( 5,801 ) — — ( 5,801 ) ( 472 ) ( 6,273 ) Balance at March 31, 2023 9,479 94 196,308 35,651 1,503 ( 31,181 ) 200,872 104,353 305,225 Vested stock-based awards 93 2 — — — — 2 — 2 Director fees paid in shares of common stock — — 6 — — — 6 — 6 Stock-based compensation — — 505 — — — 505 — 505 Tender of shares for stock-based awards — — — — 28 ( 573 ) ( 573 ) — ( 573 ) Common stock repurchases — — — — 31 ( 695 ) ( 695 ) — ( 695 ) Total comprehensive loss — — — ( 5,301 ) — — ( 5,301 ) ( 8 ) ( 5,309 ) Balance at June 30, 2023 9,572 96 196,819 30,350 1,562 ( 32,449 ) 194,816 104,345 299,161 Vested stock-based awards 14 — — — — — — — — Director fees paid in shares of common stock — — 6 — — — 6 — 6 Stock-based compensation — — 468 — — — 468 — 468 Common stock repurchases — — — — 18 ( 475 ) ( 475 ) — ( 475 ) Total comprehensive loss — — — ( 2,844 ) — — ( 2,844 ) ( 373 ) ( 3,217 ) Balance at September 30, 2023 9,586 $ 96 $ 197,293 $ 27,506 1,580 $ ( 32,924 ) $ 191,971 $ 103,972 $ 295,943 The accompanying Notes to Consolidated Financial Statements (Unaudited) are an integral part of these consolidated financial statements. 6 Table of Contents STRATUS PROPERTIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL The unaudited condensed consolidated financial statements and the accompanying notes are prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2023, included in Stratus Properties Inc.’s (Stratus) Annual Report on Form 10-K for the year ended December 31, 2023 (Stratus 2023 Form 10-K) filed with the U.S. Securities and Exchange Commission on March 28, 2024. 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. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. Related Party Transactions. In April 2022, Stratus hired the son of Stratus’ President and Chief Executive Officer as an employee at an annual salary of $ 100 thousand. As an employee, he received the same health and retirement benefits provided to all Stratus employees, annual incentive awards and two awards under the Profit Participation Incentive Plan (PPIP). In first-quarter 2023, he received $ 22 thousand as an annual incentive award for 2022, and his annual salary was increased to $ 120 thousand. In first-quarter 2024, he received $ 22 thousand as an annual incentive award for 2023, and his annual salary was increased to $ 124 thousand. In September 2024, the employee resigned from employment with Stratus, resulting in the forfeiture of his two outstanding awards under the PPIP. Refer to Note 7 for discussion of the PPIP. For additional information regarding Stratus’ related parties, including LCHM Holdings, LLC and JBM Trust, refer to Notes 1 and 2 in the Stratus 2023 Form 10-K. 2. EARNINGS PER SHARE Stratus’ basic net (loss) income per share of common stock was calculated by dividing the net (loss) income attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. A reconciliation of net loss and weighted-average shares of common stock outstanding for purposes of calculating diluted net (loss) income per share follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Net loss and total comprehensive loss $ ( 1,414 ) $ ( 3,217 ) $ ( 495 ) $ ( 14,799 ) Total comprehensive loss attributable to noncontrolling interests 1,050 373 2,958 853 Net (loss) income and total comprehensive (loss) income attributable to common stockholders $ ( 364 ) $ ( 2,844 ) $ 2,463 $ ( 13,946 ) Basic weighted-average shares of common stock outstanding 8,080 8,003 8,059 7,993 Add shares issuable upon vesting of dilutive restricted stock units (RSUs) a — — 127 — Diluted weighted-average shares of common stock outstanding 8,080 8,003 8,186 7,993 Basic net (loss) income per share attributable to common stockholders $ ( 0.05 ) $ ( 0.36 ) $ 0.31 $ ( 1.74 ) Diluted net (loss) income per share attributable to common stockholders $ ( 0.05 ) $ ( 0.36 ) $ 0.30 $ ( 1.74 ) a. Excludes 185 thousand shares for third-quarter 2024, 178 thousand shares for third-quarter 2023 and 232 thousand shares for the first nine months of 2023 of common stock associated with RSUs that were anti-dilutive as a result of net losses. Excludes 17 thousand shares for the first nine months of 2024 of common stock associated with RSUs that were anti-dilutive. 7 Table of Contents 3. LIMITED PARTNERSHIPS Stratus has entered into strategic partnerships for certain development projects. Stratus, through its subsidiaries, is a partner in the following limited partnerships: The Saint George Apartments, L.P. ( 10.0 percent indirect equity interest), Stratus Block 150, L.P. ( 31.0 percent indirect equity interest), The Saint June, L.P. ( 34.13 percent indirect equity interest), Holden Hills, L.P. ( 50.0 percent indirect equity interest) and Stratus Kingwood Place, L.P. ( 60.0 percent indirect equity interest). For additional information regarding Stratus' partnerships, refer to Note 2 in the Stratus 2023 Form 10-K. Operating Loans/Additional Capital Contributions to Partnerships. In 2023, Stratus made operating loans totaling $ 2.3 million to Stratus Block 150, L.P. to facilitate the partnership’s ability to pay ongoing costs of The Annie B project during the pre-construction period. In February 2024 and August 2024, Stratus made additional operating loans of $ 2.4 million and $ 1.1 million, respectively, to Stratus Block 150, L.P. The loans are subordinate to The Annie B land loan and must be repaid before distributions may be made to the partners. Until February 2024, the interest rate on the loans was the one-month Bloomberg Short Term Bank Yield Index (BSBY) Rate plus 5.00 percent. In February 2024, the interest rate on the loans was changed to the one-month Term Secured Overnight Financing Rate (SOFR) plus 5.00 percent. In June 2023, Stratus made an operating loan of $ 750 thousand to The Saint June, L.P. to support the partnership’s ability to pay its construction loan interest, which had risen above the amount originally budgeted due to interest rate increases over the past two years. In October 2023 and January 2024, Stratus made additional operating loans of $ 250 thousand and $ 339 thousand, respectively, to The Saint June, L.P., and the Class B Limited Partner made operating loans of $ 250 thousand and $ 339 thousand, respectively, to The Saint June, L.P. In April 2024, Stratus made an additional operating loan of $ 85 thousand to The Saint June, L.P., and the Class B Limited Partner made an additional operating loan of $ 165 thousand to The Saint June, L.P. The loans bear interest at the one-month Term SOFR plus 5.00 percent, are subordinate to The Saint June construction loan and must be repaid before distributions may be made to the partners. In September 2024, Stratus contributed additional capital of $ 400 thousand in cash to The Saint George Apartments, L.P., representing its 10 percent equity share, and the Class B Limited Partner contributed additional capital of $ 3.6 million in cash to The Saint George Apartments, L.P. to support the partnership’s ability to pay its construction loan interest, which has exceeded the amount budgeted due to interest rate increases over the past two years. Potential Returns. The following table presents the distribution percentages for the limited partnerships in which Stratus’ potential returns may increase above its relative equity interest if certain hurdles are achieved. Distribution Percentages The Saint George Apartments, L.P. The Saint June, L.P. Holden Hills, L.P. Stratus Kingwood Place, L.P. Stratus Third-party Class B Limited Partner Stratus Third-party Class B Limited Partner Stratus Third-party Class B Limited Partner Stratus Third-party Class B Limited Partners Until all partners have received a return of their capital contributions and a 9.00 percent cumulative return; 10.00 % 90.00 % 34.13 % 65.87 % 50.00 % 50.00 % 60.00 % 40.00 % Until all partners have received an 11.00 percent cumulative return; — — — — — — 68.00 32.00 Until the Class B limited partner has received a 12.00 percent cumulative return; 20.00 80.00 44.13 55.87 55.00 45.00 — — Until the Class B limited partner has received an 18.00 percent cumulative return; 30.00 70.00 — — — — — — Thereafter 50.00 50.00 54.13 45.87 65.00 35.00 76.00 24.00 Accounting for Limited Partnerships. Stratus has performed evaluations and concluded that The Saint George Apartments, L.P., Stratus Block 150, L.P., The Saint June, L.P., Stratus Kingwood Place, L.P. and Holden Hills, L.P. 8 Table of Contents are variable interest entities (VIEs) and that Stratus is the primary beneficiary of each VIE. Accordingly, the partnerships’ results are consolidated in Stratus’ financial statements. Stratus will continue to re-evaluate which entity is the primary beneficiary of these partnerships in accordance with applicable accounting guidance. The cash and cash equivalents held at these limited partnerships are subject to restrictions on distribution to Stratus pursuant to the individual partnership loan agreements. Stratus’ consolidated balance sheets include the following assets and liabilities of the partnerships, net of intercompany balances (including the operating loans made by Stratus), which are eliminated (in thousands): September 30, 2024 December 31, 2023 Assets: a Cash and cash equivalents $ 7,796 $ 5,531 Restricted cash 413 193 Real estate under development 135,941 140,347 Land available for development 36,403 1,911 Real estate held for investment 82,108 87,005 Lease right-of-use assets 217 420 Other assets 3,206 3,122 Total assets 266,084 238,529 Liabilities: b Accounts payable 9,280 12,751 Accrued liabilities, including taxes 2,965 1,793 Debt 126,529 100,205 Lease liabilities 219 421 Other liabilities 276 391 Total liabilities 139,269 115,561 Net assets $ 126,815 $ 122,968 a. Substantially all of the assets are available to settle obligations of the partnerships only. b. The Kingwood Place construction loan has a 25.0 percent repayment guaranty and The Saint George construction loan has a completion guaranty and a 25.0 percent repayment guaranty. The guaranty of The Saint June construction loan converted to a 50.0 percent repayment guaranty upon completion of the project in fourth-quarter 2023. All of the rest of the debt is subject to a full repayment guaranty. Certain of the guaranties terminate if the project meets specified financial and other conditions. The creditors for the remaining liabilities do not have recourse to the general credit of Stratus. See Note 6 of the Stratus 2023 Form 10-K for additional information. 4. ASSET SALES The Oaks at Lakeway. Stratus has remaining lease obligations pursuant to a Pad Sites Master Lease entered into in connection with the sale of The Oaks at Lakeway, as described in Note 9 of the Stratus 2023 Form 10-K under the heading “Deferred Gain on Sale of The Oaks at Lakeway.” A related contract liability is presented as a deferred gain in the consolidated balance sheets in the amount of $ 2.1 million at September 30, 2024 and $ 2.7 million at December 31, 2023. The reduction in the deferred gain balance primarily reflects Pad Sites Master Lease payments. The remaining deferred gain balance is expected to be reduced primarily by future Pad Sites Master Lease payments. Amarra Villas. In third-quarter 2024, Stratus sold one of the Amarra Villas homes for $ 4.0 million. In second-quarter 2024, Stratus sold one of the Amarra Villas homes for $ 3.6 million. In first-quarter 2024, Stratus sold two of the Amarra Villas homes for a total of $ 7.6 million. In first-quarter 2023, Stratus sold one of the Amarra Villas homes for $ 2.5 million. Magnolia Place. In third-quarter 2024, Stratus completed the sale of Magnolia Place – Retail for $ 8.9 million, generating a pre-tax net cash proceeds of approximately $ 8.6 million and a pre-tax gain of $ 1.6 million. In first-quarter 2024, Stratus completed the sale of approximately 47 acres of undeveloped land in Magnolia, Texas planned for a second phase of retail development, all remaining pad sites and up to 600 multi-family units, for 9 Table of Contents $ 14.5 million. In connection with this sale, the Magnolia Place construction loan, which had a balance of $ 8.8 million, was repaid. 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. The fair value of Stratus’ debt also approximates fair value, as the interest rates are variable and approximate prevailing market interest rates available for similar mortgage 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 available for similar mortgage debt. 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 AND EQUITY Debt The components of Stratus’ debt follow (in thousands): September 30, 2024 December 31, 2023 Comerica Bank revolving credit facility $ — $ — Jones Crossing loan 22,402 22,340 The Annie B land loan 12,556 13,983 Construction loans: The Saint George 42,555 24,657 The Saint June 30,525 27,668 Kingwood Place 28,894 28,160 Lantana Place 22,744 22,961 Holden Hills 12,000 5,736 West Killeen Market 5,210 5,250 Amarra Villas credit facility 4,654 15,682 Magnolia Place — 8,731 Total debt a $ 181,540 $ 175,168 a. Includes net reductions for unamortized debt issuance costs of $ 1.4 million at September 30, 2024, and $ 2.2 million at December 31, 2023. Comerica Bank revolving credit facility. As of September 30, 2024, the maximum amount that could be borrowed under the Comerica Bank revolving credit facility was $ 52.9 million, resulting in availability of $ 39.6 million, net of letters of credit. Letters of credit, totaling $ 13.3 million, have been issued under the revolving credit facility, $ 11.0 million of which secure Stratus’ obligation to build certain roads and utilities facilities benefiting Holden Hills and Section N and $ 2.3 million of which secure Stratus’ obligations, which are subject to certain conditions, to construct and pay for certain utility infrastructure in Lakeway, Texas, which is expected to be utilized by the planned multi-family project on Stratus’ remaining land in Lakeway. Jones Crossing loan. The Jones Crossing loan requires the Jones Crossing project to meet a debt service coverage ratio (DSCR) test of 1.15 to 1.00 measured quarterly, and starting June 30, 2023, on a rolling 12-month basis. If the DSCR falls below 1.15 to 1.00, a “Cash Sweep Period” (as defined in the Jones Crossing loan) results, which limits Stratus’ ability to receive cash from its Jones Crossing subsidiary. The DSCR fell below 1.15 to 1.00 in each of fourth-quarter 2022 and first-quarter 2023, and the Jones Crossing subsidiary made principal payments of $ 231 thousand and $ 1.7 million in February 2023 and May 2023, respectively, to bring the DSCR back above the threshold and a Cash Sweep Period did not occur. As permitted under the Jones Crossing loan agreement, in 10 Table of Contents August 2023 the Jones Crossing subsidiary separated the ground lease for the multi-family parcel (the Multi-Family Phase) from the primary ground lease, and the Multi-Family Phase was released from the loan collateral. In October 2023, the Jones Crossing loan was modified effective August 1, 2023 to remove the Multi-Family Phase from certain defined terms and to revise the DSCR calculation to exclude the Multi-Family Phase from expenses on a retroactive basis beginning in second-quarter 2023. Accordingly, the DSCR met the threshold in second-quarter and third-quarter 2023. In fourth-quarter 2023, the DSCR was slightly below the threshold, and a $ 13 thousand principal payment was made in first-quarter 2024 to bring the DSCR back above the threshold and a Cash Sweep Period did not occur. The Annie B land loan. In February 2024, The Annie B land loan was modified to extend the maturity to September 1, 2025, and change the interest rate to Term SOFR Rate plus 3.00 percent. Under The Annie B land loan, Term SOFR Rate is defined as one-month Term SOFR plus 0.10 percent and is subject to a floor of 0.50 percent. In connection with the modification, Stratus made a $ 1.4 million principal payment on the loan and is required to make another principal payment of $ 630 thousand in February 2025. The Saint June construction loan. In October 2024, The Saint June construction loan was modified to (i) extend the maturity date of the loan to October 2, 2025; (ii) increase the aggregate commitment under the loan by $ 2.0 million to $ 32.3 million; (iii) decrease the interest rate applicable margin from 2.85 percent to 2.35 percent; and (iv) require payment of an exit fee for prepayments and repayments of the loan of 1.00 percent of the principal amount of such amounts repaid, subject to certain exceptions. Accordingly, the loan bears interest at the one-month Term SOFR plus 2.35 percent, subject to a 3.50 percent floor. The loan is payable in monthly installments of principal and interest of approximately $ 40,000 , with the outstanding principal due at maturity. The Saint June, L.P. has an option to extend the maturity of the loan for an additional 12-month term if certain conditions are met. Amarra Villas credit facility. In June 2024, the Amarra Villas credit facility was modified to, among other things, extend the maturity to June 19, 2026, change the interest rate to Term SOFR Rate plus 3.00 percent (subject to a floor of 5.00 percent) and lower the commitment amount from $ 18.0 million to $ 10.5 million. Under the Amarra Villas credit facility, Term SOFR Rate is defined as one-month Term SOFR plus 0.10 percent and is subject to a floor of 0.50 percent. Principal paydowns occur as homes are sold, and amounts are borrowed as homes are constructed. Paydowns made in connection with a sale of an Amarra Villas home reduce the commitment amount by the amount of the payment, and such amounts may not be re-borrowed. In third-quarter 2024, Stratus made a $ 3.7 million principal payment on the credit facility upon the closing of a sale of one of the Amarra Villas homes. In second-quarter 2024, Stratus made a $ 3.5 million principal payment on the credit facility upon the closing of a sale of one of the Amarra Villas homes. In first-quarter 2024, Stratus made principal payments totaling $ 7.2 million on the credit facility upon the closing of the sales of two of the Amarra Villas homes. In first-quarter 2023, Stratus made a $ 2.2 million principal payment on the credit facility upon the closing of a sale of one of the Amarra Villas homes. Magnolia Place construction loan. In February 2024, this loan was repaid in full in connection with the sale of approximately 47 acres of undeveloped land. Change in benchmark interest rate on the Comerica Bank revolving credit facility and The Saint George and Holden Hills construction loans. In November 2024, in connection with the discontinuance of the BSBY benchmark rate, the benchmark interest rate on the Comerica Bank revolving credit facility and The Saint George and Holden Hills construction loans will be replaced. As adjusted, advances under the Comerica Bank revolving credit facility will bear interest at one-month Term SOFR plus 0.50 percent (with a floor of 0.00 percent), plus 4.00 percent. As adjusted, advances under The Saint George construction loan will bear interest at one-month Term SOFR plus 0.60 percent (with a floor of 0.00 percent) plus 2.35 percent. As adjusted, advances under the Holden Hills construction loan will bear interest at one-month Term SOFR plus 0.60 percent (with a floor of 0.50 percent), plus 3.00 percent. For additional information regarding Stratus’ debt, refer to Note 6 in the Stratus 2023 Form 10-K. Interest Expense and Capitalization. Interest costs (before capitalized interest) totaled $ 4.0 million in third-quarter 2024, $ 3.4 million in third-quarter 2023, $ 11.9 million for the first nine months of 2024 and $ 8.7 million for the first nine months of 2023. All of these interest costs were capitalized for all periods presented. Capitalized interest is primarily related to development activities at our Barton Creek properties (primarily Amarra Villas, Holden Hills and Section N) and The Saint George for the 2024 periods. Capitalized interest was primarily related to development 11 Table of Contents activities at our Barton Creek properties (primarily Holden Hills, Section N and The Saint June), The Saint George and The Annie B for the 2023 periods. Equity The Comerica Bank revolving credit facility, Amarra Villas credit facility, The Annie B land loan, The Saint George construction loan, Kingwood Place construction loan and Holden Hills construction loan require Comerica Bank’s prior written consent for any common stock repurchases in excess of $ 1.0 million or any dividend payments. Dividends. On September 1, 2022, with written consent from Comerica Bank, Stratus’ Board of Directors (Board) declared a special cash dividend of $ 4.67 per share (totaling $ 40.0 million) on Stratus’ common stock, which was paid on September 29, 2022 to stockholders of record as of September 19, 2022. Accrued liabilities included $ 0.3 million as of September 30, 2024, and $ 0.6 million as of December 31, 2023, representing dividends accrued for unvested RSUs in accordance with the terms of the awards. The accrued dividends are paid to the holders of the RSUs as the RSUs vest. Share Repurchase Programs. In 2022, with written consent from Comerica Bank, Stratus’ Board approved a share repurchase program, which authorized repurchases of up to $ 10.0 million of Stratus’ common stock. The repurchase program authorized Stratus, in management’s discretion, to repurchase shares from time to time, subject to market conditions and other factors. In October 2023, Stratus completed the share repurchase program. In total, Stratus acquired 389,378 shares of its common stock under the share repurchase program for a total cost of $ 10.0 million at an average price of $ 25.68 per share. As required by the Inflation Reduction Act of 2022 (IR Act), Stratus recorded $ 22 thousand in excise tax in first-quarter 2024 for the 2023 share repurchases. The excise tax liability is included in accrued liabilities in the consolidated balance sheet. In November 2023, with written consent from Comerica Bank, Stratus’ Board approved a new share repurchase program, which authorizes repurchases of up to $ 5.0 million of Stratus’ common stock. The repurchase program authorizes Stratus, in management’s and the Capital Committee of the Board’s discretion, to repurchase shares from time to time, subject to market conditions and other factors. As of September 30, 2024, Stratus had not purchased any shares under the new program. 7. PROFIT PARTICIPATION INCENTIVE PLAN AND LONG-TERM INCENTIVE PLAN In July 2018, the Compensation Committee (the Committee) adopted the PPIP. In February 2023, the Committee approved the Long-term Incentive Plan (LTIP), which amends and restates the PPIP, and is effective for participation interests awarded under development projects on or after its effective date. Outstanding participation interests granted under the PPIP will continue to be governed by the terms of the prior PPIP. The PPIP and LTIP provide participants with economic incentives tied to the success of the development projects designated by the Committee as approved projects under the PPIP and LTIP. 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 Notes 1 and 8 of the Stratus 2023 Form 10-K for further discussion. In July 2023, Kingwood Place reached a valuation event under the PPIP and Stratus obtained an appraisal of the property to determine the payout under the PPIP. The accrued liability under the PPIP related to Kingwood Place was reduced to $ 1.6 million at December 31, 2023, and was settled in RSUs with a three-year vesting period awarded to eligible participants in the first quarter of 2024. Under the terms of the PPIP and LTIP, the number of RSUs granted in connection with settlement of approved projects is determined by reference to the 12-month trailing average stock price for the year the project reaches a payment event, whereas the grant date fair value of the RSUs for accounting purposes is based on the grant date closing price. 12 Table of Contents A summary of PPIP/LTIP costs follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Charged to general and administrative expense $ 9 $ ( 205 ) $ 168 $ 84 Capitalized (credited) to project development costs ( 71 ) 136 42 237 Total PPIP/LTIP costs $ ( 62 ) $ ( 69 ) $ 210 $ 321 At September 30, 2024, outstanding awards under the PPIP included Amarra Villas, Jones Crossing – Retail, Magnolia Place and The Saint June, and outstanding awards under the LTIP included The Saint George. The accrued liability for the PPIP and LTIP totaled $ 1.8 million at September 30, 2024, and $ 3.1 million at December 31, 2023 (included in other liabilities). 8. INCOME TAXES Stratus’ accounting policy for and other information regarding its income taxes are further described in Notes 1 and 7 in the Stratus 2023 Form 10-K. Stratus has a full valuation allowance against its U.S. Federal net deferred tax assets as of both September 30, 2024 and December 31, 2023. Stratus has recorded a deferred tax asset totaling $ 173 thousand at both September 30, 2024 and December 31, 2023 related to state income taxes. In evaluating the recoverability of the remaining deferred tax assets, management considered available positive and negative evidence, giving greater weight to the 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 that are not more likely than not to be realized. The difference between Stratus’ consolidated effective income tax rate of ( 70 ) percent for the first nine months of 2024 and the U.S. Federal statutory income tax rate of 21 percent was primarily attributable to state income taxes, noncontrolling interests in subsidiaries, the presence of a valuation allowance against its U.S. Federal net deferred tax assets as of September 30, 2024, and the executive compensation limitation. The difference between Stratus’ consolidated effective income tax rate of ( 16 ) percent for the first nine months of 2023 and the U.S. Federal statutory income tax rate of 21 percent was primarily attributable to state income taxes, noncontrolling interests in subsidiaries, the presence of a valuation allowance against its U.S. Federal net deferred tax assets as of September 30, 2023, and the executive compensation limitation. On August 16, 2022, the IR Act was enacted in the United States. Among other provisions, the IR Act imposes a new one percent excise tax on the fair market value of net corporate stock repurchases made by covered corporations, effective for tax years beginning after December 31, 2022. Stratus recorded $ 22 thousand in such excise taxes in first-quarter 2024 for share repurchases in 2023. Refer to Note 6 for discussion of Stratus’ share repurchase programs. 9. BUSINESS SEGMENTS Stratus has two operating segments: Real Estate Operations and Leasing Operations. 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, which includes Section N, Holden Hills, Amarra multi-family and commercial land, Amarra Villas, Amarra Drive lots and other vacant land; the Circle C community; the Lantana community, which includes a portion of Lantana Place planned for a multi-family phase known as The Saint Julia; The Saint George; and the land for The Annie B); in Lakeway, Texas, located in the greater Austin area (Lakeway); in College Station, Texas (land for future phases of retail and multi-family development and retail pad sites at Jones Crossing); and in Magnolia, Texas (potential development of approximately 11 acres planned for future multi-family use), Kingwood, Texas (a retail pad site) and New Caney, Texas (New Caney), each located in the greater Houston area. 13 Table of Contents The Leasing Operations segment is comprised of Stratus’ real estate assets held for investment that are leased or available for lease and includes The Saint June, West Killeen Market, Kingwood Place, the retail portion of Lantana Place, the completed retail portion of Jones Crossing, retail pad sites subject to ground leases at Lantana Place, Kingwood Place and Jones Crossing, and, prior to its sale in third-quarter 2024, the retail portion of Magnolia Place. 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 Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Real Estate Operations: Developed property sales $ 3,950 $ — $ 15,198 $ 2,493 Undeveloped property sales — — 14,500 — Commissions and other 21 — 25 58 3,971 — 29,723 2,551 Leasing Operations: Rental revenue 4,920 3,669 14,165 10,450 4,920 3,669 14,165 10,450 Total revenues from contracts with customers $ 8,891 $ 3,669 $ 43,888 $ 13,001 Financial Information by Business Segment. Summarized financial information by segment for the three months ended September 30, 2024, based on Stratus’ internal financial reporting system utilized by its chief operating decision maker, follows (in thousands): Real Estate Operations a Leasing Operations Corporate, Eliminations and Other b Total Revenues: Unaffiliated customers $ 3,971 $ 4,920 $ — $ 8,891 Cost of sales, excluding depreciation and amortization ( 5,344 ) ( 1,964 ) — ( 7,308 ) Depreciation and amortization ( 48 ) ( 1,333 ) 16 ( 1,365 ) Gain on sale of assets c — 1,626 — 1,626 General and administrative expenses — — ( 3,363 ) ( 3,363 ) Operating (loss) income $ ( 1,421 ) $ 3,249 $ ( 3,347 ) $ ( 1,519 ) Capital expenditures and purchases and development of real estate properties $ 6,608 $ 6,820 $ — $ 13,428 Total assets at September 30, 2024 d 349,701 154,257 19,222 523,180 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 a pre-tax gain on the sale of Magnolia Place – Retail in third-quarter 2024 of $ 1.6 million. d. Corporate, eliminations and other includes cash and cash equivalents and restricted cash of $ 18.7 million. The remaining cash and cash equivalents and restricted cash is reflected in the operating segments’ assets. 14 Table of Contents Summarized financial information by segment for the three months ended September 30, 2023, based on Stratus’ internal financial reporting system utilized by its chief operating decision maker, follows (in thousands): Real Estate Operations a Leasing Operations Corporate, Eliminations and Other b Total Revenues: Unaffiliated customers $ — $ 3,669 $ — $ 3,669 Cost of sales, excluding depreciation and amortization ( 1,467 ) ( 1,381 ) — ( 2,848 ) Depreciation and amortization ( 38 ) ( 934 ) 5 ( 967 ) General and administrative expenses — — ( 3,183 ) ( 3,183 ) Operating (loss) income $ ( 1,505 ) $ 1,354 $ ( 3,178 ) $ ( 3,329 ) Capital expenditures and purchases and development of real estate properties $ 13,613 $ 12,701 $ — $ 26,314 Total assets at September 30, 2023 c 302,927 164,565 34,529 502,021 a. Includes sales commissions and other revenues together with related expenses. b. Includes consolidated general and administrative expenses and eliminations of intersegment amounts. c. Corporate, eliminations and other includes cash and cash equivalents and restricted cash of $ 34.3 million. The remaining cash and cash equivalents and restricted cash is reflected in the operating segments’ assets. Summarized financial information by segment for the first nine months ended September 30, 2024, based on Stratus’ internal financial reporting system utilized by its chief operating decision maker, follows (in thousands): Real Estate Operations a Leasing Operations Corporate, Eliminations and Other b Total Revenues: Unaffiliated customers $ 29,723 $ 14,165 $ — $ 43,888 Cost of sales, excluding depreciation and amortization ( 25,046 ) ( 5,384 ) — ( 30,430 ) Depreciation and amortization ( 136 ) ( 4,080 ) 48 ( 4,168 ) Gain on sale of assets c — 1,626 — 1,626 General and administrative expenses — — ( 11,670 ) ( 11,670 ) Operating income (loss) $ 4,541 $ 6,327 $ ( 11,622 ) $ ( 754 ) Capital expenditures and purchases and development of real estate properties $ 22,925 $ 22,962 $ — $ 45,887 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 a pre-tax gain on the sale of Magnolia Place – Retail in third-quarter 2024 of $ 1.6 million. Summarized financial information by segment for the first nine months ended September 30, 2023, based on Stratus’ internal financial reporting system utilized by its chief operating decision maker, follows (in thousands): Real Estate Operations a Leasing Operations Corporate, Eliminations and Other b Total Revenues: Unaffiliated customers $ 2,551 $ 10,450 $ — $ 13,001 Cost of sales, excluding depreciation and amortization ( 8,651 ) ( 3,786 ) — ( 12,437 ) Depreciation and amortization ( 115 ) ( 2,764 ) 14 ( 2,865 ) General and administrative expenses — — ( 11,973 ) ( 11,973 ) Operating (loss) income $ ( 6,215 ) $ 3,900 $ ( 11,959 ) $ ( 14,274 ) Capital expenditures and purchases and development of real estate properties $ 34,697 $ 36,178 $ — $ 70,875 a. Includes sales commissions and other revenues together with related expenses. b. Includes consolidated general and administrative expenses and eliminations of intersegment amounts. 15 Table of Contents 10. SUBSEQUENT EVENTS Stratus evaluated events after September 30, 2024, 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. 16 Table of Contents