UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 13,
2009
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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0-19989
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72-1211572
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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98
San Jacinto Blvd., Suite 220
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|
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Austin,
Texas
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78701
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|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (512) 478-5788
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
As
previously reported, on November 18, 2008, Stratus Properties Inc. (the
“Company”) received a letter from The NASDAQ Stock Market (“NASDAQ”) advising
that the Company was not in compliance with the continued listing requirements
set forth in NASDAQ Marketplace Rule 4310(c)(14) because the Company did not
timely file its quarterly report on Form 10-Q for the quarter ended September
30, 2008 (“Form 10-Q”). The Company was not able to file its Form
10-Q timely because the Company determined that the manner in which it had
previously accounted for certain interest costs is not in accordance with
Statement of Financial Accounting Standards No. 34, “Capitalization of Interest
Costs.” The Company
subsequently submitted a plan to NASDAQ to regain compliance with the continued
listing requirements. On March 4, 2009, NASDAQ notified the Company
that the Company’s compliance plan was accepted and granted the Company an
extension of time until May 14, 2009 to file its Form 10-Q.
On March
13, 2009, the Company notified NASDAQ that because it continues to evaluate the
implications of the required accounting changes, it would not be able to file
its annual report on Form 10-K for the year ended December 31, 2008 (the “Form
10-K”) by the March 16, 2009 filing deadline and will therefore be in material
non-compliance with NASDAQ Marketplace Rule 4310(c)(14). The Company is
preparing the Form 10-K with the intention of filing it as soon as
practicable.
Item 8.01
Other
Events.
On March
16, 2009, the Company filed a Form 12b-25 with the Securities and Exchange
Commission (“SEC”) notifying the SEC that it would not be able to file its Form
10-K by the March 16, 2009 filing deadline. A copy of the Form 12b-25
is included as Exhibit 99.1.
Item 9.01
Financial Statements
and Exhibits.
(d)
Exhibit.
The
Exhibit included as part of this Current Report is listed in the attached
Exhibit Index.
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 hereunto
duly authorized.
Stratus
Properties Inc.
By: /s/
John E. Baker
----------------------------------------
John E.
Baker
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
Date: March
16, 2009
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
|
Stratus
Properties Inc. Form 12b-25 filed with the Securities and Exchange
Commission on March 16, 2009.
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC FILE
NUMBER______________
CUSIP
NUMBER
863167201
(Check one): x Form 10-K □ Form 20-F □ Form 11-K □ Form 10-Q □ Form 10-D □ Form N-SAR □ Form N-CSR
For Period Ended: December 31,
2008
x Transition Report on
10-K
□ Transition Report on
20-F
□ Transition Report on
11-K
□ Transition Report
on 10-Q
□ Transition Report
on N-SAR
For the Transition Period
Ended:
PART
I – REGISTRANT INFORMATION
Stratus
Properties Inc.
Full Name
of Registrant
Former
Name if Applicable
98
San Jacinto Blvd., Suite 220
Address
of Principal Executive Office (Street and Number)
Austin,
Texas 78701
City,
State and Zip Code
PART
II – RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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x
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(a) The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
(b) A
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra Sheets if Needed)
Persons who are to respond to the collection of
information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
1
As
previously reported, following its third quarter ended September 30, 2008,
Stratus Properties Inc. (“Stratus” or the “Company”) determined that the manner
in which the Company had previously accounted for certain interest costs is not
in accordance with Statement of Financial Accounting Standards No. 34,
“Capitalization of Interest Costs.” The Company had historically
excluded interest costs related to financing of operating properties from
interest eligible for capitalization, resulting in such interest costs being
charged to expense. The Company determined that the inclusion of such interest
costs in interest eligible for capitalization is required by Statement of
Financial Accounting Standards No. 34, “Capitalization of Interest Costs,” which
has been discussed with its independent auditors. The Company is
finalizing its evaluation of the treatment of prior years’ interest
costs, and the effects on interest expense, cost of sales expense, and the cost
of real estate assets, including an evaluation of the tax implications of the
required changes. The Company expects this evaluation to be completed
in the near future. The Company has discussed its evaluation of the treatment of
prior years’ interest costs with its independent auditors and will continue to
do so as it completes the next phase of the process.
The
Company also previously reported that it was possible that a restatement of
prior period financial statements may be required. At the completion
of its evaluation, Stratus will be able to identify any potential prior period
restatements that may be required. Any required restatements will be
filed as soon as practicable after completion of such evaluation. The impact of
any required changes, in the aggregate, are expected to be reduced net interest
expense, increased cost of sales, and a net increase in real estate assets and
retained earnings, before consideration of any tax implications. Additionally,
the Company does not believe that any change determined to be necessary will
cause a covenant violation of any of its existing debt agreements.
In
connection with the foregoing, the Company filed a Form 12b-25 with the
Securities and Exchange Commission (“SEC”) notifying the SEC that the Company
was unable to complete its quarterly report on Form 10-Q for the quarter ended
September 30, 2008 (the “Form 10-Q”) by the November 10, 2008 due
date. Because Stratus continues to evaluate the implications of the
changes it has identified, the Company will not be able to complete its annual
report on Form 10-K for the year ended December 31, 2008 (the “Form 10-K”) by
the March 16, 2009 filing date. The Company is working diligently to complete
its review and intends to file its Form 10-Q and Form 10-K as soon as
practicable.
As also
previously reported, on November 18, 2008, the Company received a letter from
The NASDAQ Stock Market (“NASDAQ”) advising that the Company was not in
compliance with the continued listing requirements set forth in NASDAQ
Marketplace Rule 4310(c)(14) because the Company did not timely file its Form
10-Q. The Company subsequently submitted a plan to NASDAQ to regain
compliance with the continued listing requirements. On March 4, 2009,
NASDAQ notified the Company that the Company’s compliance plan was accepted and
granted the Company an extension of time until May 14, 2009 to file its Form
10-Q. The Company has communicated to NASDAQ that it will be unable
to file its Form 10-K by March 16, 2009, and will prepare the Form 10-K with the
intention of filing it as soon as practicable thereafter.
PART
IV – OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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John
E. Baker
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(512)
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478-5788
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|||
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).Yes □ No x
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As discussed in Part III
herein, the Company has not yet filed its quarterly report on Form 10-Q for the
quarter ended September 30, 2008.
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
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Yes x No □
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Because the Company continues to
evaluate the matters discussed above in Part III, it is not yet in a position to
specifically quantify its results of operations for the year ended December 31,
2008. Notwithstanding that fact, the Company anticipates that its
financial results will reflect a significant reduction in net income for the
year ended December 31, 2008, as compared to the year ended December 31, 2007,
due to a significant decline in real estate sales.
2
Stratus
Properties Inc.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: March
16,
2009 By /s/ John E.
Baker
John
E. Baker
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
3