ASR INVESTMENTS CORP
10-Q, 1995-08-11
REAL ESTATE INVESTMENT TRUSTS
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                                   FORM 10-Q

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


        For Quarter Ended: June 30, 1995 Commission File Number: 1-9646
                           -------------

                          ASR Investments Corporation
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

                                    Maryland
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   86-0587826
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

                   335 N. Wilmot, Suite 250, Tucson, AZ 85711
                   ------------------------------------------
                    (Address of principal executive offices)

                                 (520) 748-2111
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                (Not applicable)
              ----------------------------------------------------
              (Former Name, former address and former fiscal year,
                         if changed since last report)


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.


                        X   Yes            No
                    --------       --------

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common  Stock  (par  value  $.01)  outstanding  as of June 30,  1995:  3,149,827
shares(adjusted for the one-for-five reverse stock split on July 7, 1995.

<PAGE>

                          ASR INVESTMENTS CORPORATION
                          Consolidated Balance Sheets
                      June 30, 1995 and December 31. 1994
                             (Dollars in Thousands)


                                                                1995      1994
                                                            -----------  -------
                                                            (Unaudited)
Assets

  Real estate investments
     Apartments, net of depreciation                          $72,177    $66,506
     Investments in joint ventures                              3,167      1,364
     Land for future development                                3,355
     Other real estate                                          2,824      5,186
                                                              -------    -------
        Total real estate investments                          81,523     73,056
  Mortgage assets                                              14,734     18,965
  Cash                                                            756      4,129
  Other assets                                                    514        595
                                                              -------    -------
         Total assets                                         $97,527    $96,745
                                                              =======    =======
Liabilities

  Real estate notes
     Secured                                                  $51,800    $45,825
     Unsecured                                                             4,868
                                                              -------    -------
       Total real estate notes                                 51,800     50,693
  Notes payable secured by mortgage assets, net of
    funds held by trustee of $21,583                                       6,422
  Reverse repurchase liability                                  3,008
  Other liabilities                                             3,372      2,530
                                                              -------    -------
         Total  liabilities                                    58,180     59,645

Stockholders' Equity

  40,000,000 shares of $.01 Common Stock authorized;
  3,308,590 and 3,248,729 shares  issued with 148,731
  held in Treasury                                             39,347     37,100
                                                              -------    -------
     Total  liabilities  and  stockholders'  equity           $97,527    $96,745
                                                              =======    =======


  See  Notes  to  Consolidated  Financial  Statements.


<PAGE>

                          ASR INVESTMENTS CORPORATION
                     Consolidated Statements of Net Income
          For the Quarters and Six Months Ended June 30, 1995 and 1994
                    (In Thousands Except Per Share Amounts)
                                  (Unaudited)


                                                   Quarters        Six  Months
                                               ---------------   --------------
                                                1995      1994    1995     1994
                                               ------   ------   ------  ------

Real  Estate  Operations
  Rental income and other income               $3,551   $3,205   $7,074  $6,012
                                               ------   ------   ------  ------
  Operating and maintenance expenses            1,235    1,128    2,413   1,954
  Real estate taxes and insurance                 400      346      750     655
  Depreciation and amortization                   767      473    1,274     935
                                               ------   ------   ------  ------
    Total  operating  expenses                  2,402    1,947    4,437   3,544
                                               ------   ------   ------  ------
  Income  from  real  estate                    1,149    1,258    2,637   2,468
                                               ------   ------   ------  ------

Mortgage  Assets
  Interest income from mortgage assets          1,048    1,577    2,191   3,769
  Gain on redemption of mortgage assets         1,296    2,554    4,454   2,554
                                               ------   ------   ------  ------
  Income from mortgage assets                   2,344    4,131    6,645   6,323
                                               ------   ------   ------  ------

Operating and administrative expenses            (840)    (982)  (2,190)  1,592
                                               ------   ------   ------  ------
Total Operating Income                          2,653    4,407    7,092   7,199

Interest expense and other income
  Interest and other income                       515       33      674     297
  Interest on real estate notes                (1,113)  (1,064)  (2,269)  2,109
  Interest on borrowings secured by mortgage      (40)    (678)    (123)  1,471
                                               ------   ------   ------  ------
Net Income                                     $2,015   $2,698   $5,374   3,916
                                               ======   ======   ======   =====

Net  Income  Per  Share of Common
  Stock and Common Stock Equivalents           $ 0.65   $ 0.87   $ 1.72  $ 1.26
                                               ======   ======   ======   =====

Average  Shares of Common Stock and
  Common Stock Equivalents                      3,335    3,100    3,297   3,100
                                               ======   ======   ======   =====

Dividends  Declared  Per  Share                $ 0.50     --     $ 1.00    --
                                               ======   ======   ======   =====

See  Notes  to  Consolidated  Financial  Statements.


<PAGE>

                          ASR INVESTMENTS CORPORATION
                     Consolidated Statements of Cash Flows
          For the Quarters and Six Months Ended June 30, 1995 and 1994
                    (In Thousands Except Per Share Amounts)
                                  (Unaudited)


                                         Quarters                Six  Months
                                   --------------------     --------------------
                                     1995        1994         1995        1994
                                   --------    --------     --------    --------
OPERATING  ACTIVITIES
Net income                          $2,015      $2,698       $5,374      $3,916
Principal noncash charges (credits)
    Gain on rede                                             (2,420)
    Depreciation                       797         473        1,332         935
    Increase in accrual                                         705
                                   --------    --------     --------    --------
Cash  Provided                       2,812       3,171        4,991       4,851

INVESTING  ACTIVITIES
Investment in apartments              (532)     (1,624)      (7,003)    (62,704)
Investment in joint ventures        (1,423)                  (1,803)
Sale of real estate                              2,228        2,228
Purchase of land for future
  development                         (174)                  (3,355)
Other real estate assets               820                    2,362
Reduction in mortgage assets         1,023       8,980        4,231      13,999
(Increase) decrease in other
  assets                               251          48           81         965
                                   --------    --------     --------    --------
Cash  (Used in)                        (35)      9,632       (5,487)    (45,512)
                                   --------    --------     --------    --------

FINANCING  ACTIVITIES
Issuance of real estate notes 
  payable                                                     6,440      50,363
Payment of loan costs                                                    (1,199)
Repayment of notes payable
  Real estate notes                 (4,889)                  (5,333)
  Notes secured by mortgage 
    assets                                     (9,666)       (4,002)    (13,587)
Reverse repurchase liability         3,008                    3,008
Exercise of stock options                                        23
Payment of dividends                (1,575)                  (3,150)
Increase (decrease) in other
  liabilities                          459        592           137       1,591
                                   --------   --------     --------    --------
Cash (Used) Provided By 
  Financing Activities              (2,997)    (9,074)       (2,877)     37,168
                                   --------   --------      --------   ---------

Cash
    Decrease during the period        (220)     3,729        (3,373)     (3,493)
    Balance - beginning of period      976      5,435         4,129      10,407
                                   --------   --------      --------    --------
    Balance - end of period        $   756     $9,164       $   756      $6,914
                                   ========   ========      ========    ========
Supplemental Disclosure of 
  Cash Flow Information
Cash paid for Company's interest
  expense                          $ 1,407     $2,029        $2,790      $3,163
                                   ========   ========      ========    ========


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>

                          ASR INVESTMENTS CORPORATION
                 Consolidated Statement of Stockholders' Equity
                     For the Six Months Ended June 30, 1995
                                 (In Thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                             Common
                                                                Additional                                   Stock in
                                     Number of       Par         Paid-In                       Notes         Treasury -
                                       Shares       Value         Capital       Deficit     Receivable      at Cost        Total
                                     ---------     --------     ----------     ---------    ----------      ---------     --------
<S>                                     <C>        <C>            <C>          <C>             <C>           <C>           <C>

Balance, January 1, 1995               16,244      $    162      $154,996      ($115,747)                   ($ 2,311)     $ 37,100
Reverse stock split                   (12,995)         (130)        130                                                          0
Stock issuance                             50             1         644                       ($   622)                         23
Net income                                                                         5,374                                     5,374
Dividends declared                                                                (3,150)                                   (3,150)
                                     --------      --------      --------       --------       -------       -------      --------
Balance, June 30, 1995                  3,299      $     33      $155,770      ($113,523)     ($   622)     ($ 2,311)     $ 39,347

</TABLE>




See  Notes  to  Consolidated  Financial  Statements.



<PAGE>

                          ASR INVESTMENTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          For the Quarters and Six Months Ended June 30, 1995 and 1994



NOTE 1 - BASIS OF PRESENTATION

         The  accompanying  interim  consolidated  financial  statements  do not
include all of the  information and  disclosures  generally  required for annual
financial  statements.  They  include the accounts of the Company and its wholly
owned subsidiaries  (collectively the "Company").  Investments in joint ventures
in which the Company does not own a controlling interest are accounted for under
the equity method. All significant  inter-company balances and transactions have
been eliminated.  In the opinion of management,  all adjustments  (consisting of
normal recurring adjustments)  considered necessary for a fair presentation have
been included. These interim operating results are not necessarily indicative of
the results that may be expected for the entire year. These interim consolidated
financial  statements  should be read in conjunction  with the December 31, 1994
audited consolidated financial statements and notes thereto.

Common Stock

         On July 7, 1995, the Company effected a reverse stock split under which
one new  share of  common  stock  was  issued  in  exchange  for five  shares of
outstanding stock.  Accordingly,  the consolidated  financial statements reflect
the reverse  stock split and the number of common  stock  issued and all the per
share amounts have been adjusted for the reverse stock split.

Reclassification

         Certain  reclassification has been made to conform the prior years with
the current year presentation.

NOTE 2 - REAL ESTATE INVESTMENTS

         At June  30,  1995,  the  Company  owned  directly  eighteen  apartment
communities  (2,683  units)  located  in  Arizona,  Texas,  and New  Mexico.  In
addition,  the Company owned six apartment  communities (1,441 units) located in
Arizona through joint ventures with a pension plan affiliate of Citicorp.

         In February 1995, the Company  purchased a 222-unit  community in Mesa,
Arizona for  $6,356,000  ($28,631  per unit).  The  purchase  was  financed by a
$3,770,000  loan  bearing a  variable  interest  rate at 225 basis  points  over
three-month LIBOR.

         In  February  1995,  the  Company  also  acquired a 163-unit  community
through a joint venture with a pension plan affiliate of Citicorp.  The property
was purchased for $6,858,000  ($42,074 per unit) using a $4,445,000 loan bearing
a variable interest rate at 225 basis points over three-month LIBOR.

         In  June  1995,  the  Company  acquired  a  350-unit  luxury  apartment
community  through a joint venture with a pension plan affiliate of Citicorp for
$23,500,000 ($67,143 per unit). The purchase was financed with a short-term bank
loan of $15,250,000,  which will be replaced with a permanent fixed rate loan at
7.56%. As with all its other joint ventures, the Company is a 15% equity partner
and the managing member of the joint ventures.  The Company will receive between
15% and 51% of the  total  profits  and cash  flows  depending  on the  ultimate
financial performance of the property.

      Apartment  communities  owned  directly by the Company as of June 30, 1995
and December 31, 1994 consisted of the following (in thousands):

                                                      1995               1994
                                                    ---------         ---------
Land                                                $  15,514         $  13,681
Building and Improvements                              56,322            50,583
Accumulated Depreciation                               (3,269)           (1,995)
Restricted Cash and
         Deferred Loan fees                             3,610             4,237
                                                    ---------         ---------
Apartments, net                                     $  72,177         $  66,506
                                                    =========         =========

         The condensed combined  financial  statements for the Company's various
joint ventures are as follows (in thousands):


                        Condensed Combined Balance Sheet
                   As of June 30, 1995 and December 31, 1994

                                                         1995             1994
                                                        -------          -------
Real estate, at cost net
  of depreciation                                       $54,799          $23,778
Cash and other assets                                     2,296            1,424
                                                        -------          -------
    Total Assets                                        $57,095          $25,202
                                                        =======          =======

Notes payable                                           $35,227          $15,644
Other liabilities                                           747              424
                                                        -------          -------
   Total Liabilities                                     35,974           16,068
                                                        -------          -------
Equity
   The Company                                            3,167            1,364
   Joint venture partner                                 17,954            7,770
                                                        -------          -------
   Total Equity                                          21,121            9,134
                                                        -------          -------
   Total Liabilities and Equity                         $57,095          $25,202
                                                        =======          =======


                   Condensed Combined Statement of Operations
               For the Quarter and Six Months Ended June 30, 1995

                                                      Quarter        Six Months
                                                      -------        ----------
Revenues                                              $ 1,487          $ 2,738
Operating expenses                                       (606)          (1,145)
Depreciation                                             (290)            (512)
Interest expenses                                        (491)            (855)
                                                      -------          -------
Net Income                                            $   100          $   226
                                                      =======          =======

Allocation of Net Income
   The Company                                        $    15          $    34
   Joint Venture Partner                              $    85          $   192

NOTE 3 - MORTGAGE ASSETS

         The mortgage interests entitle the Company to receive the excess of the
cash flow on pools of  mortgage  instruments  over the  required  payments  on a
series of structured financing which they secure. The Company also has the right
to cause  the early  redemption  of the  structured  financing  under  specified
conditions.  In such event, the mortgage  instruments  would be sold and the net
proceeds after the redemption of the structured  financing  would be remitted to
the Company.  At June 30, 1995, the effective  prospective yield of the mortgage
assets, based on the estimated future cash flows was approximately 26%.

         During the first quarter of 1995, the Company  exercised the redemption
rights  associated  with  one  mortgage  asset,  sold  the  underlying  mortgage
instruments  at a gain of $738,000 and  received  net proceeds of  approximately
$2.8 million.

         In the second  quarter of 1995,  the Company  sold one of its  mortgage
asset for a gain of $1,296,000 and net proceeds of $1,509,000.

         In July 1995, the Company redeemed a mortgage asset that should produce
redemption income and net proceeds of approximately  $600,000 in the second half
of 1995.

NOTE 4 - NOTES PAYABLE

         In February  1995, as provided for by the terms of the loan  agreement,
the Company  prepaid the entire balance of the notes payable secured by mortgage
assets.  The  Company  recorded  a  credit  to  income  for the  excess  accrued
prepayment  premium of $2,420,000;  such credit has been included in the gain on
redemption of mortgage assets.

         In April 1995,  the  Company  prepaid the  unsecured  notes  payable as
provided for by the terms of the note  agreement at a discount of $311,000 which
was  recorded as a credit to income in the quarter  ending  June 30,  1995.  The
Company borrowed $3,000,000 under a reverse repurchase agreement that is secured
by certain  mortgage  assets with an aggregate  book value of $4,055,000 at June
30, 1995.

         In April 1995,  the Company  acquired the other 50% interest in a joint
venture to develop a 356-unit apartment community in Tempe, Arizona. The Company
issued a $2,186,000 note secured by the land which is due on September 15, 1995.

NOTE 5 - RELATED PARTY TRANSACTIONS

         Subject to the  supervision of the Company's  Board of Directors,  Pima
Mortgage Limited  Partnership (the "Manager") manages the day-to-day  operations
of the  Company  pursuant to a  management  agreement  which has a current  term
through  December  31,  1995.  The  Management  fees paid to the Manager for the
quarters and six months ended June 31, 1995 and 1994 were as follows:

                                               Quarter             Six Months
                                           1995       1994       1995       1994
                                           ----       ----       ----       ----

Base management fee                        $ 92       $145       $186       $281

Administration fee                         $ 58       $ 64       $114       $129


         The  Company  has a  property  management  agreement  with Pima  Realty
Advisors,  Inc. (the "Property Manager"),  an affiliate of the Manager, for each
of its apartment  communities.  Under the property  management  agreements,  the
Property Manager provides the customary property management services at its cost
without profit or distributions to its owners,  subject to the limitation of the
prevailing  management fee rates for similar properties in the market. The costs
are  allocated to the Company  monthly based on the ratio of the number of units
owned by the  Company  relative  to the total  apartment  units  managed  by the
Property  Manager.  For the six months  ended June 30, 1995 and 1994,  the costs
allocated to the Company were  $202,000 and $68,000 (net of an allocated  credit
of $144,000  applicable only in 1994).  The costs  approximate  2.9% and 1.1% of
rental income for the six months ended June 30, 1995 and 1994.

General

         ASR Investments  Corporation (the Company) is a real estate  investment
trust  engaged   primarily  in  the   acquisition  and  operation  of  apartment
communities  in the  Southwestern  United  States.  In January 1994, the Company
acquired its initial portfolio of seventeen apartment  communities (2,461) units
located  in  Arizona,  Texas and New  Mexico.  In the second  half of 1994,  the
Company  acquired four communities (928 units) in Arizona through joint ventures
with a pension  plan  affiliate  of  Citicorp.  In  February  1995,  the Company
acquired a 222-unit  community in Arizona  directly and a 163-unit  community in
Arizona  through a joint venture with a pension plan  affiliate of Citicorp.  In
June 1995, the Company acquired a 350-unit luxury apartment community located in
Arizona  through a joint venture with a pension plan affiliate of Citicorp.  The
Company is a 15% equity partner and the managing  member of the joint  ventures.
The Company  will  receive  between 15% and 51% of the net profits and cash flow
depending on the ultimate performance of the joint ventures.

         In addition to the apartment communities,  the Company continues to own
mortgage  assets.  The  Company  uses cash  flows from the  mortgage  assets for
apartment acquisition and other corporate purposes.

         On July 7, 1995, the Company effected a reverse stock split under which
one new  share of  common  stock  was  issued  in  exchange  for five  shares of
outstanding stock.  Accordingly,  the consolidated  financial statements reflect
the reverse  stock split and the number of common  stock  issued and all the per
share amounts have been adjusted for the reverse stock split.

Results of Operations

         The Company had net income of $2,015,000 for the second quarter of 1995
and  $5,374,000  for the first six months of 1995  compared  to  $2,698,000  and
$3,916,000  for the same  periods  in 1994.  The  income  in 1995  results  from
increases in income from both the apartments and mortgage assets.

         In the first six months of 1995,  operating income (before debt service
and  depreciation)  from the apartments was $3,877,000  which,  after  deducting
related interest  expense,  is a 10% increase from the first six months of 1994.
As a result of high demand,  rental rates in the Company's apartment communities
June 30, 1995  increased by 7% over the quarter  ended June 30, 1994 and by 5.2%
from  December 31, 1994.  While rental rates at June 30, 1995  increased 2% from
rates at March 31, 1995,  vacancies  were higher for the second quarter 1995 due
to seasonality.  As a result,  net operating income,  "on same store basis", for
the second quarter 1995 compared to the first quarter 1995 was  approximately 7%
lower.  On a "same store"  basis,  net rental income for the first six months of
1995 was 4.2%  higher  than in 1994 and  operating  expenses  were  5.3%  higher
resulting in an increase in net operating income of 3.4%. The higher real estate
expenses in 1995 are due to the February  acquistion  of the 222-unit  community
and also 1994 not reflecting a full period.

         Interest income on mortgage assets for the second quarter and first six
months of 1995  decreased from the same periods in 1994 due to lower balances as
a result of amortization of the assets. The Company realized gains of $4,454,000
in the first six months of 1995.  These gains  consisted  of  $738,000  from the
redemption  of one  mortgage  asset  and  the  sale of the  underlying  mortgage
instruments,  $2,420,000  from the  reversal  of the excess  prepayment  penalty
accrued in 1993, and $1,296,000 from the sale of a mortgage asset.  The gains of
$2,544,000  realized in second  quarter of 1994 resulted from the redemption and
sale of the related mortgage instrument of two mortgage assets.

         Operating expenses for the six months 1995 increased due to an increase
of  $402,000  in  expenses  relating  to the stock  appreciation  rights  and an
increase of $200,000 in expenses relating to dividend equivalent payments on the
options and stock appreciation  rights. These increases were partially offset by
lower  management fees ($94,000) and the Company's  efforts to reduce  operating
expenses. Operating expenses for the quarter ended June 30, 1995 compared to the
same quarter in 1994 were lower as no expenses related to the stock appreciation
rights were accrued in the second quarter 1995.

         Interest and other income increased due to a gain of $311,000  realized
from the early payoff of the unsecured  notes payable in April 1995. Real estate
interest expense increased because of the borrowing incurred in February 1995 in
connection  with the  acquisition  of the  222-unit  community  located in Mesa,
Arizona. Interest expense related to mortgage assets decreased due to the payoff
of the notes in February 1995.

Liquidity, Capital Resources and Commitments

         Cash provided by operations for the first six months of 1995 was higher
due to the  redemption  of one  mortgage  asset  and the sale of the  underlying
mortgage  instruments during the first quarter of 1995 and to the sale of one of
its  mortgage  assets in the  second  quarter  of 1995.  Cash used in  investing
activities  was much  lower  for the first  six  months  of 1995 as the  Company
purchased its initial  apartment  portfolio in the first  quarter of 1994.  Cash
used in  investing  activities  was higher for the  quarter  ended June 30, 1995
compared to the same period in 1994 as the Company received lower cash flow from
their  amortizing  mortgage  assets.  Additionally,  cash  provided by financing
activities  was lower in the first six  months of 1995 due to (1) the  payoff of
both the note secured by mortgage assets and the unsecured note payable in 1995,
(2) the payment of  dividends in first two quarters of 1995 and (3) the issuance
of notes  related  to the  initial  apartment  portfolio  acquired  in the first
quarter of 1994.

         The Company  currently  depends  primarily on the cash flows  generated
from  its  existing  mortgage  assets  to  fund  its  acquisition  of  apartment
communities.  During the first six  months  ended June 30,  1995,  the  mortgage
assets  generated cash flows of  $8,456,000.  Below are estimates of future cash
flows from the mortgage  assets  beginning  with July 1995 using three  interest
rate assumptions.  Case 2 represents approximate interest rates and forecasts of
prepayments  rates made by market  participants  at June 30,  1995.  The assumed
mortgage  prepayment  rate  represents  the  average of annual  prepayment  rate
assumed for the underlying mortgage instruments. These estimates assume that the
Company will hold the mortgage assets until the stated maturity. (Dollars are in
thousands):

                                              Case 1       Case 2       Case 3
                                             -------      -------      -------
Assumed one month LIBOR                           4%           6%           8%
Assumed prepayment rate                          28%        16.6%          10%

Estimated cash flows (No redemptions)

         1995                              $  3,974     $  3,544     $  3,114
         1996                                 6,690        5,821        4,927
         1997                                 4,647        4,494        4,492
         1998                                 3,277        3,496        3,590
         1999                                 2,354        2,686        3,098
         2000-2018                           14,716       28,841       46,731
                                           --------     --------     --------
         Total                             $ 35,658     $ 48,882     $ 65,624
                                           ========     ========     ========

         Estimated "prospective yield"                       26%
                                                        ========

         The Company has the right, under certain conditions, to cause the early
redemption of the structured  financing (generally at par) underlying a majority
of the mortgage assets and sell the mortgage instruments. Such early redemptions
and sales of the mortgage  instruments  increase as well as accelerate  the cash
flows from the mortgage assets.  Of the $29,612,000 and $8,456,000  generated by
the mortgage  assets  during 1994 and the first six months of 1995,  $11,227,000
and $4,385,000 were generated by early  redemptions of mortgage assets.  In July
1995,  the  Company  redeemed a mortgage  asset that  generate  net  proceeds of
approximately  $600,000 in the second half of 1995.  Should  current  conditions
continue to prevail, the Company could continue to exercise early redemptions of
mortgage  assets  and  substantially  accelerate  the cash flow.  The  following
estimated  cash flow under Case 4 have been prepared using the same interest and
prepayment  rate  assumptions  as Case 2 with the  exception  that the  mortgage
assets  would be  redeemed at the  earliest  available  date and the  underlying
mortgage  instruments would be sold at the average (105.75%) of the prices as of
July 27, 1995.

                                                                  Case 4
                                                                 -------
         1995-2nd half                                            $4,144
         1996                                                     15,215
         1997                                                      8,568
         1998                                                      1,359
         1999                                                     13,791
         2000-2018                                                 9,400
                                                                 -------
         Total                                                   $52,477
                                                                 =======

         Estimated "prospective yield"                               69%
                                                                 =======

         There can be no assurance that the actual interest and prepayment rates
will be as assumed or that the prices of the mortgage instruments will remain at
the assumed levels.  Proceeds from  redemptions are highly dependant on mortgage
prices as well as the then outstanding balance of the mortgage  instruments.  As
an  example,  the average  price  assumed  for  mortgages  sold under Case 4 was
105.75%  of par  (prices  available  on July 27,  1995).  If the  price  premium
decreases by half (i.e., the mortgage prices decrease to 102.88%), the estimated
total cash flow would decline by $12,488,000 of which $2,416,000 relate to 1996,
and the estimated prospective yield would be 52%.

         At June 30, 1995, the Company had cash of $756,000. The Company intends
to use such  funds  for  acquisition  of  apartments,  capital  improvements  on
existing properties and working capital.

         In February 1995,  the Company  prepaid the entire balance of the notes
payable  secured by  mortgage  assets.  In April 1995,  the Company  prepaid the
unsecured  notes  payable.  The  Company  borrowed  $3,000,000  under a  reverse
repurchase  agreement  that  is  secured  by  certain  mortgage  assets  with an
aggregate  book value of $4,055,000 at June 30, 1995.  Mortgage  assets having a
carrying  value of  $10,679,000  are  available  as  collateral  for  additional
financing.

Inflation

         The apartment  leases  generally are for terms of six to twelve months.
Management  believes that such short-term  leases lessen the impact of inflation
as a result of the  ability to adjust  rental  rates to market  levels as leases
expire. To the extent that the inflation rate influences federal monetary policy
and results in rising short-term interest rates or declines in mortgage interest
rates,  the income and cash flows from the  mortgage  assets  would be adversely
affected.

<PAGE>


PART II

OTHER INFORMATION

Item 1.           Legal Proceedings - None
                  -----------------

Item 2.           Changes in Securities - Not applicable
                  ---------------------                 

Item 3.           Defaults Upon Senior Securities - Not applicable
                  -------------------------------                 

Item 4.           Submission of Matters to a Vote of Security Holders -
                  ---------------------------------------------------

                  (a) The Annual Meeting of Stockholders of the Company was held
on Wednesday,  May 17, 1995 at 9:00 a.m., at the Radisson Suite Hotel, 6555 East
Speedway  Blvd.,  Tucson  Arizona.   There  were  15,749,297  (3,149,827  shares
reflecting the reverse stock split) shares outstanding on the date of record for
the annual meeting.

                  (b) The Board of  Directors  as  listed in the March 28,  1995
proxy statement was duly elected to serve until the next annual meeting or until
their successors are duly elected and ratified. The votes were as follows:

                                                     FOR                WITHHELD
                                                  ----------            --------
Earl Baldwin                                      14,222,174             509,406
Joseph C. Chan                                    14,210,764             520,816
John J. Gisi                                      14,222,155             509,425
Jon A. Grove                                      14,206,531             525,049
Raymond L. Horn                                   14,219,426             512,154
Frederick C. Moor                                 14,227,047             504,533
Frank S. Parise, Jr.                              14,221,264             519,816

                  (c) The  approval to amend the Amended & Restated  Articles of
Incorporation  to effect a one for five reverse  stock split.  The votes were as
follows:

        FOR               AGAINST             ABSTAIN         BROKER NON-VOTE
     ----------          ---------            -------         ---------------
     12,664,314          1,806,296            249,670             11,301

                  (d) The  appointment  of  Deloitte  & Touche as the  Company's
independent  accountants  for the  fiscal  year  ending  December  31,  1995 was
ratified. The votes were as follows:

        FOR               AGAINST             ABSTAIN
     ----------           -------             -------
     14,356,025           181,153             194,402


Item 5.           Other Information - Not applicable
                  -----------------                 

Item 6.           Exhibits and Reports on Form 8-K - None
                  --------------------------------

                              ********************

                                   SIGNATURES


                                                                               
     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.


ASR INVESTMENTS CORPORATION






Mary C. Swanton                          Joseph C. Chan
- -----------------------------            -------------------------------
Mary C. Swanton                          Joseph C. Chan
Controller                               Executive Vice President,
August 10, 1995                          Chief Operating Officer,
                                         Chief Financial and
                                         Accounting Officer
                                         August 10, 1995


<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
     
     THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
     CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
     BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                         DEC-31-1995
<PERIOD-START>                            JAN-01-1995
<PERIOD-END>                              JUN-30-1995
<EXCHANGE-RATE>                                     1
<CASH>                                            756
<SECURITIES>                                        0
<RECEIVABLES>                                       0
<ALLOWANCES>                                        0
<INVENTORY>                                         0
<CURRENT-ASSETS>                                  756
<PP&E>                                         75,446
<DEPRECIATION>                                  3,269
<TOTAL-ASSETS>                                 97,527
<CURRENT-LIABILITIES>                               0
<BONDS>                                             0
<COMMON>                                       39,347
                               0
                                         0
<OTHER-SE>                                          0
<TOTAL-LIABILITY-AND-EQUITY>                   97,527
<SALES>                                             0
<TOTAL-REVENUES>                               14,393
<CGS>                                               0
<TOTAL-COSTS>                                   6,627
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                              2,392
<INCOME-PRETAX>                                 5,374
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                             5,374
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    5,374
<EPS-PRIMARY>                                    1.72
<EPS-DILUTED>                                    1.72
        


</TABLE>


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