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): □
Form 10-K □
Form 20-F □
Form 11-K x Form
10-Q □
Form 10-D □
Form N-SAR □
Form N-CSR
For Period Ended: March 31,
2009
□
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:
If the notification relates to a
portion of the filing checked above, identify the Item(s) to which the
notification relates: N/A.
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)
|
□
|
(a) The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
(b) 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.
|
|
SEC
1344 (03-05)
|
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
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)
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 was not
in accordance with Statement of Financial Accounting Standards No. 34,
“Capitalization of Interest Costs,” which was discussed with its independent
auditors. Stratus 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. In
connection with the foregoing and because the Company continued to evaluate 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 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 “Third-Quarter 2008 Form 10-Q”) by
the November 10, 2008 due date. For the same reasons, Stratus also
filed a Form 12b-25 with the SEC notifying the SEC that the Company would not be
able to complete its annual report on Form 10-K for the year ended December 31,
2008 (the “2008 Form 10-K”) by the March 16, 2009 filing date.
Stratus
recently completed 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. Stratus also assessed the materiality of this item
on its previously reported results for the six-month period ended June 30, 2008,
and the years ended December 31, 2007, 2006 and 2005, in accordance with Staff
Accounting Bulletin (SAB) No. 99 and concluded that the item was not material to
such periods. Additionally, as part of this process, Stratus also
assessed the impact on its internal control over financial reporting and
determined that its controls and procedures were effective as of September 30,
2008. As a result of the completion of the foregoing evaluations and
assessments, Stratus was able to file its Third-Quarter 2008 Form 10-Q with the
SEC on May 5, 2009.
As also
previously reported, on November 18, 2008, Stratus received a letter from The
National Association of Securities Dealers Automated Quotations (“NASDAQ”) Stock
Market 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 Third-Quarter 2008 Form
10-Q. Stratus subsequently submitted a plan to NASDAQ to regain
compliance with the continued listing requirements. On March 4, 2009,
NASDAQ notified Stratus that the Company’s compliance plan was accepted and
granted the Company an extension of time until May 14, 2009 to file its
Third-Quarter Form 10-Q. Stratus communicated to NASDAQ that the
Company was unable to file its 2008 Form 10-K by March 16, 2009, and is
preparing the 2008 Form 10-K with the intention of filing it as soon as
practicable thereafter. On March 27, 2009, Stratus received a letter
from 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 2008 Form 10-K and requested that Stratus
provide an updated plan to regain compliance with the continued listing
requirements. Stratus subsequently submitted a plan to NASDAQ to
regain compliance with the continued listing requirements. NASDAQ
notified the Company that its updated compliance plan was accepted and granted
the Company an extension of time until May 14, 2009, to file its 2008 Form 10-K.
While the Company is working diligently to complete its 2008 Form 10-K, it does
not expect to file its 2008 Form 10-K by May 14, 2009.
Because
the Company only recently completed and filed its Third-Quarter 2008 Form 10-Q,
the Company was unable to complete its quarterly report on Form 10-Q for the
quarter ended March 31, 2009, (the “First-Quarter 2009 Form 10-Q”) by the May
11, 2009, due date. The Company is working diligently to complete and
file with the SEC its 2008 Form 10-K and First-Quarter 2009 Form 10-Q, as soon
as practicable.
2
PART
IV – OTHER INFORMATION
|
(1)
|
Name
and telephone number of person to contact in regard to this
notification
|
|
John
E. Baker
|
(512)
|
478-5788
|
|||
|
(Name)
|
(Area
Code)
|
(Telephone
Number)
|
|
(2)
|
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
|
As
discussed in Part III herein, Stratus has not yet filed its annual report on
Form 10-K for the year ended December 31, 2008.
|
(3)
|
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?
|
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.
Stratus
expects to report unaudited financial results of a net loss of approximately
$1.5 million for the quarter ended March 31, 2009, and a nearly breakeven loss
for the quarter ended March 31, 2008.
Stratus’
net loss for the three-month period ended March 31, 2009, primarily resulted
from significantly lower real estate sales in the 2009 period, compared to the
2008 period.
|
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 May
12,
2009 By /s/ John E.
Baker
John
E. Baker
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
3