ASR INVESTMENTS CORP
10-Q, 1995-11-13
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: September 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  September  30,  1995 were
3,154,494 shares.

<PAGE>

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



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

Assets

  Real estate investments
   Apartments, net of depreciation                          $72,317      $66,506
   Investments in joint ventures                              3,115        1,364
   Land for development                                       3,879           --
   Other real estate                                          1,591        5,186
                                                            -------      -------
    Total real estate investments                            80,902       73,056
  Mortgage assets                                            12,804       18,965
  Cash                                                        2,290        4,129
  Other assets                                                  455          595
                                                            -------      -------
         Total assets                                       $96,451      $96,745
                                                            =======      =======
Liabilities

  Real estate notes
   Secured                                                  $49,764      $45,825
   Unsecured                                                     --        4,868
                                                            -------      -------
    Total real estate notes                                  49,764       50,693
  Notes payable secured by mortgage assets,
   net offunds held by trustee of $21,583                        --        6,422
  Reverse repurchase liability                                4,495           --
  Other liabilities                                           3,830        2,530
                                                            -------      -------
         Total  liabilities                                  58,089       59,645

Stockholders' Equity

  40,000,000 shares of $.01 common stock
   authorized; 3,303,225 and 3,248,729
   shares  issued with 148,731 held
   in treasury                                               38,362       37,100
                                                            -------      -------
    Total liabilities and stockholders'
     equity                                                 $96,451      $96,745
                                                            =======      =======


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>


<TABLE>


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

<CAPTION>


                                                 Quarters              Nine  Months
                                          --------------------    --------------------
                                             1995       1994        1995        1994
                                          --------    --------    --------    --------

<S>                                       <C>         <C>         <C>         <C>

Real  Estate  Operations
  Rental income and other income          $  3,419    $  3,237    $ 10,493    $  9,249
                                          --------    --------    --------    --------
  Operating and maintenance expenses         1,414       1,176       3,827       3,130
  Real estate taxes and insurance              366         345       1,116       1,000
  Depreciation and amortization                685         526       1,959       1,461
                                          --------    --------    --------    --------
   Total  operating  expenses                2,465       2,047       6,902       5,591
                                          --------    --------    --------    --------
  Income  from  real  estate                   954       1,190       3,591       3,658
                                          --------    --------    --------    --------

Mortgage  Assets
  Interest income from mortgage assets         873       1,418       3,063       5,187
  Gain on redemption of mortgage assets        473       1,366       4,927       3,920
                                          --------    --------    --------    --------
  Income from mortgage assets                1,346       2,784       7,990       9,107
                                          --------    --------    --------    --------                                        

Operating and administrative expenses         (612)       (425)     (2,802)     (2,017)
                                          --------    --------    --------    --------
  Total Operating Income                     1,688       3,549       8,779      10,748

Interest expense and other income
  Interest and other income                     33         207         708         505
  Interest on real estate notes             (1,104)     (1,129)     (3,373)     (3,238)
  Interest on borrowings secured by mor        (47)       (553)       (170)     (2,024)
                                          --------    --------    --------    --------
Net Income                                $    570    $  2,074    $  5,944    $  5,991
                                          ========    ========    ========    ========

Net  Income  Per  Share of Common
  and Common Stock Equivalents            $   0.18    $   0.67    $   1.90    $   1.93
                                          ========    ========    ========    ========
Average Shares of Common Stock and
  Common Stock Equivalents                   3,151       3,100       3,137       3,100
                                          ========    ========    ========    ========

Dividends  Declared  Per  Share           $   0.50          --    $   1.50          --
                                          ========    ========    ========    ========


See  Notes  to  Consolidated  Financial  Statements.

</TABLE>
<PAGE>


<TABLE>



                          ASR INVESTMENTS CORPORATION
                     Consolidated Statements of Cash Flows
       For the Quarters and Nine Months Ended September 30, 1995 and 1994
                    (In Thousands Except Per Share Amounts)
                                  (Unaudited)
<CAPTION>


                                                         Quarters               Nine  Months
                                                   --------------------    --------------------
                                                      1995       1994         1995       1994
                                                   --------    --------    --------    --------
<S>                                                <C>         <C>         <C>         <C>

OPERATING  ACTIVITIES
Net income                                         $    570    $  2,074    $  5,944    $  5,991
Principal noncash charges (credits)
  Gain on redemption of mortgage assets                  --          --      (2,420)         --
  Depreciation and amortization                         716         552       2,048       1,529
  Increase in accrual                                    --          --         705          --
                                                   --------    --------    --------    --------
Cash  Provided  By  Operations                        1,286       2,626       6,277       7,520
                                                   --------    --------    --------    --------

INVESTING  ACTIVITIES
Investment in apartments                               (855)     (2,350)     (7,858)    (65,054)
Investment in joint ventures                             52          --      (1,751)         --
Purchase of land for development                       (524)         --      (3,879)         --
Sale of other real estate                             1,252          --       1,252       2,228
Other real estate assets                                (19)         --       2,343          --
Reduction in mortgage assets                          1,930       3,116       6,161      17,516
Decrease in other assets                                 59         357         140         921
                                                   --------    --------    --------    --------
Cash  (Used in)  Provided By Investing
 Activities                                           1,895       1,123      (3,592)    (44,389)
                                                   --------    --------    --------    --------

FINANCING  ACTIVITIES
Issuance of real estate notes payable                   455          --       6,895      52,178
Payment of loan costs                                    --          --          --      (1,199)
Repayment of notes payable
  Real estate notes                                  (2,491)       (331)     (7,824)       (885)
  Notes secured by mortgage assets                       --      (3,315)     (4,002)    (15,913)
Reverse repurchase liability                          1,487          --       4,495          --
Exercise of stock options                                22          --          45          --         
Payment of dividends                                 (1,577)         --      (4,727)         --
Increase (decrease) in other liabilities                457         (36)        594       1,512
                                                   --------    --------    --------    --------
Cash  (Used in) Provided  By Financing
 Activities                                          (1,647)     (3,682)     (4,524)     35,693
                                                   --------    --------    --------    --------

Cash
  Increase (decrease) during the period               1,534          67      (1,839)     (1,176)
  Balance - beginning of period                         756       9,164       4,129      10,407
                                                   --------    --------    --------    --------
  Balance - end of period                          $  2,290    $  9,231    $  2,290    $  9,231
                                                   ========    ========    ========    ========

Supplemental Disclosure of Cash Flow Information
Cash paid for Company's interest expense           $  1,315    $  1,984    $  4,105    $  5,625
                                                   ========    ========    ========    ========


See  Notes  to  Consolidated  Financial  Statements.
</TABLE>
<PAGE>

<TABLE>



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

<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                       54            1          696          --    ($    652)          --           45
Net income                           --           --           --       5,944           --           --        5,944
Dividends declared                   --           --           --      (4,727)          --           --       (4,727)
                              ---------    ---------    ---------    --------    ---------    ---------    ---------
Balance, September 30, 1995       3,303    $      33    $ 155,822   ($114,530)   ($    652)   ($  2,311)   $  38,362
                              =========    =========    =========    ========    =========     ========    =========


See  Notes  to  Consolidated  Financial  Statements.
</TABLE>
<PAGE>


                          ASR INVESTMENTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     For the Quarters and Nine Months Ended
                          September 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  September  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 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  $16,250,000
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 September 30, 1995
and December 31, 1994 consisted of the following (in thousands):

                                              1995              1994
                                           --------          --------
    Land                                   $ 15,514          $ 13,681
    Building and Improvements                56,833            50,583
    Accumulated Depreciation                 (3,954)           (1,995)
    Restricted Cash and
      Deferred Loan Fees                      3,924             4,237
                                           --------          --------
    Apartments, net                        $ 72,317          $ 66,506
                                           ========          ========

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

                   Condensed Combined Statement of Operations
            For the Quarter and Nine Months Ended September 30, 1995

                                            Quarter     Nine Months
                                            -------     -----------

Revenues                                    $ 2,060         $ 4,498
Operating expenses                           (1,007)         (2,152)
Depreciation                                   (463)           (975)
Interest expenses                              (692)         (1,547)
                                            -------         -------
Net Income (Loss)                           $  (102)        $   124
                                            =======         =======

Allocation of Net Income (Loss)

   The Company                                $ (15)         $   19
   Joint Venture Partner                      $ (87)         $  105


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

                                                           1995             1994
                                                         -------         -------
Real estate, at cost net
  of depreciation                                        $54,408         $23,778
Cash and other assets                                      2,378           1,424
                                                         -------         -------
    Total Assets                                         $56,786         $25,202
                                                         =======         =======

Notes payable                                            $35,166         $15,644
Other liabilities                                            846             424
                                                         -------         -------
   Total Liabilities                                      36,012          16,068
                                                         -------         -------
Equity
   The Company                                             3,115           1,364
   Joint venture partner                                  17,659           7,770
                                                         -------         -------
   Total Equity                                           20,774           9,134
                                                         -------         -------
   Total Liabilities and Equity                          $56,786         $25,202
                                                         =======         =======

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
September 30, 1995, the effective prospective yield of the mortgage assets based
on the estimated future cash flows was approximately 28%.

    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
$2,800,000.  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 the third
quarter 1995, the Company redeemed two mortgage assets that produced  redemption
income and net proceeds of $472,755 and $1,500,000,  respectively, 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.  Also in
April 1995, The Company borrowed $3,000,000 under a reverse repurchase agreement
that was  secured by certain  mortgage  assets with an  aggregate  book value of
$4,055,000  at June 30,  1995.  At  September  30,  1995  the book  value of the
repurchase   agreement  and  the   underlying   collateral  was  $2,170,000  and
$2,824,5635, respectively.

    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 was paid off in  September
1995 using borrowing of $2,325,000  under a reverse  repurchase  agreement.  The
reverse  repurchase  agreement is secured by a mortgage  asset with an aggregate
book value of $3,336,592.

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 nine months ended September 31, 1995 and 1994 were as follows:

                                           Quarter         Nine Months
                                        -------------    --------------
                                        1995     1994     1995     1994
                                        ----    -----    -----    -----

    Base management fee                 $  97   $ 142    $ 283    $ 423
    Administration fee                     52      60      167      189

    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 nine months ended  September 30, 1995 and 1994,  the
costs allocated to the Company were $304,200 and $95,000 respectively (net of an
allocated  credit of $221,000  applicable only in 1994).  The costs  approximate
2.9% and 1% of rental  income for the nine months ended  September  30, 1995 and
1994, respectively.

<PAGE>


                          ASR INVESTMENTS CORPORATION
                      MANAGEMENT DISCUSSIONS AND ANALYSIS
                     FOR THE QUARTERS AND NINE MONTHS ENDED
                          SEPTEMBER 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.

    The Company  continues  to own  mortgage  assets  acquired  prior to 1993 to
generate  cash flows for apartment  acquisition  and other  corporate  purposes.
These mortgage assets 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 option to cause
the early  redemption  of the  structured  financing  (generally  at par)  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. Those redemption transactions, however, occur from time
as the  conditions  are  met  rather  than  on a  monthly  or  quarterly  basis;
therefore,  the amount of net proceeds and gain from the redemption transactions
fluctuate significantly from quarter to quarter.

    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

Quarters Ended September 30, 1995 and 1994
- ------------------------------------------

    The  Company  had net  income of  $570,000  ($0.18  per share) for the third
quarter of 1995 compared with $2,074,000  ($0.67 per share) for the same periods
in 1994.  The decrease is primarily due to the decrease  ($1,438,000)  in income
from mortgage assets.

    Income and  expenses  from real  estate  operations  for the  quarter  ended
September 30, 1995 increased from the same period in 1994 due to the acquisition
of an apartment  community in February,  1995. On the "same store" basis, rental
and  other  income  decreased  by  $67,000  due to lower  vacancy  rates  and to
concessions  in the Tucson area.  While the average  rental rate for the quarter
ended  September 30, 1995  increased by 6.57% over the same quarter in 1994, the
average  occupancy rate decreased from 93.85% to 87.55%.  The lower vacancy rate
also caused marketing and turnover  expenses to increase.  Depreciation  expense
increased  due to capital  expenditures  incurred on the  properties in 1994 and
1995.

    Income  accrued on  mortgage  assets  decreased  due to lower  balances as a
result of  amortization  and  redemption  of the assets.  Gain on  redemption of
mortgage assets was lower because in 1995,  most of the redemption  transactions
occurred in the first  quarter  while in 1994,  most  occurred in the second and
third quarters.

    Operating  expenses  increased  due  to  the  dividend  equivalent  payments
($200,000) related to the stock options and stock appreciation rights granted in
December 1993.

    Interest  income  and  interest  expenses  were  higher  in 1994  due to the
restricted  cash and the related notes payable secured by mortgage  assets;  the
notes were paid off in February 1995.

Nine Months Ended September 30, 1995 and 1994
- ---------------------------------------------

    The  Company  had net  income of  $5,944,000  ($1.90 per share) for the nine
months ended September 30, 1995 compared with  $5,991,000  ($1.93 per share) for
the same period in 1994.

    Income and expenses  from real estate  operations  for the nine months ended
September 30, 1995 increased from the same period in 1994 due to the acquisition
of an  apartment  community in  February,  1995.  Net  operating  income  before
depreciation  expense  from the  apartments  increased  by $431,000 in 1995 over
1994. On the "same store" basis,  rental and other income  increased by $587,000
(6.36%)  due to a 10.42%  increase  in rental  rates  which was  mitigated  by a
decrease in occupancy  rate from 94.83%  90.99%.  The lower  occupancy rate also
caused  marketing  and  turnover  expenses  to  increase.  Depreciation  expense
increased  due to capital  expenditures  incurred on the  properties in 1994 and
1995.

    Income  accrued on  mortgage  assets  decreased  due to lower  balances as a
result of  amortization  and  redemption  of the assets.  Gain on  redemption of
mortgage assets was higher in 1995, consisting of $1,211,000 from the redemption
of three mortgage assets,  $2,420,000 from the reversal of the excess prepayment
penalty  accrued in 1993, and $1,296,000  from the sale of two mortgage  assets.
The gains of $3,920,000  in 1994  resulted  from the  redemption of two mortgage
assets.

    Operating  expenses  increased  due  to  the  dividend  equivalent  payments
($600,000) related to the stock options and stock appreciation rights granted in
December 1993.

    Interest  income  increased  due to a gain of $311,000 from the repayment of
the unsecured real estate note payable. Interest expenses were lower in 1995 due
to the  repayment of the notes  payable  secured by mortgage  assets in February
1995.

Liquidity, Capital Resources and Commitments

    Cash provided by operations in the 1995 quarter was lower  compared with the
1994 quarter due to a lower gain on  redemption  of mortgage  assets.  Operating
cash flow (net of interest  expense)  from the  apartments  was $605,000 for the
1995 quarter  compared  with  $587,000 for the same period in 1994.  The Company
used the proceeds  ($1,200,000)  from the sales of other real estate and reverse
repurchase  borrowing to pay off the secured note associated with the land under
development for a 356-unit apartment community in Tempe, Arizona.

    For the first  nine  months of 1995,  operating  cash flow (net of  interest
expense) from the  apartments was  $2,323,000  compared with  $1,881,000 for the
same period in 1994. In addition,  the Company received cash flows from mortgage
assets of  $11,561,000  (net of interest  expense of $170,000)  during the first
nine months of 1995.  The Company  invested cash equity of $2,577,000 to acquire
an  apartment  community  in  Mesa,  Arizona,  $1,580,000  to  improve  existing
communities,  $1,751,000  to  acquire  two  apartment  communities  in Mesa  and
Scottsdale,  Arizona, through joint ventures, and $3,879,000 to acquire the land
for development of a 356-unit community in Tempe,  Arizona.  The Company prepaid
the notes  payable  secured by mortgage  assets in February  1995 and borrowed a
similar  amount using  short-term  borrowings.  The Company plans to pay off the
short-term borrowings with the proceeds from mortgage asset redemptions.

    The Company currently depends primarily on the cash flows generated from its
existing  mortgage  assets to fund the  acquisition  of  apartment  communities.
During the first nine months  ended  September  30, 1995,  the  mortgage  assets
generated  cash flows of  $11,731,000.  Below are estimates of future cash flows
from the mortgage  assets  beginning with October 1995 using three interest rate
assumptions.  Case 2  represents  approximate  interest  rates and  forecasts of
prepayment rates made by market  participants at September 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                 3.88%            5.88%           7.88%
Assumed prepayment rate                26.26%           15.66%          10.46%

Estimated cash flows (No redemptions)
     1995                            $  2,075         $   1,95        $  1,836
     1996                               6,519            5,574           4,602
     1997                               4,655            4,385           3,845
     1998                               3,209            3,452           3,293
     1999                               2,293            2,686           2,812
     2000-2018                         15,349           29,062          43,676
                                     --------         --------        --------
                     Total           $ 34,100         $ 47,114        $ 60,064
                                     ========         ========        ========

     Estimated "prospective yield"                         28%
                                                      ========

    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  $11,731,000  generated by the mortgage
assets during the first nine months of 1995,  $5,891,000 were generated by early
redemptions of mortgage assets.  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  modification  that the mortgage assets would be
redeemed at the earliest available date and the underlying mortgage  instruments
would be sold at the average  (106.58%)  of the prices as of October  26,  1995.
(Dollars are in thousands):

                                                        Case 4
                                                      --------
     1995-4th quarter                                 $  1,955
     1996                                               13,648
     1997                                                8,824
     1998                                                3,975
     1999                                                2,895
     2000-2018                                          28,139
                                                      --------
     Total                                            $ 59,436
                                                      ========

         Estimated "prospective yield"                     79%
                                                      ========

    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, if the average price assumed for mortgages sold under Case 4 were to
decrease by half (i.e., the mortgage prices decrease to 103.29%),  the estimated
total cash flow would decline by $14,586,000 of which $2,003,000 relate to 1996,
and the estimated prospective yield would be 63%.

    At  September  30,  1995,  the Company had cash of  $2,290,000.  The Company
intends to use such funds for acquisition of apartments, capital improvements on
existing properties and working capital.

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>

                          ASR INVESTMENTS CORPORATION
                         QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1995


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 -  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,
November 13, 1995                    Chief Operating Officer,
                                     Chief Financial and
                                     Accounting Officer
                                     November 13, 1995


<TABLE> <S> <C>

<ARTICLE>                     5

<MULTIPLIER>                                   1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS                
<FISCAL-YEAR-END>                        DEC-31-1995                      
<PERIOD-START>                           JAN-01-1995                      
<PERIOD-END>                             SEP-30-1995
<EXCHANGE-RATE>                                    1
<CASH>                                         2,290                                      
<SECURITIES>                                       0      
<RECEIVABLES>                                      0                                  
<ALLOWANCES>                                       0                                    
<INVENTORY>                                        0                                
<CURRENT-ASSETS>                               2,290                          
<PP&E>                                        76,271    
<DEPRECIATION>                                 3,954 
<TOTAL-ASSETS>                                96,451 
<CURRENT-LIABILITIES>                              0   
<BONDS>                                            0       
<COMMON>                                      49,764      
                              0     
                                        0               
<OTHER-SE>                                         0                                   
<TOTAL-LIABILITY-AND-EQUITY>                  96,451    
<SALES>                                            0   
<TOTAL-REVENUES>                              19,191   
<CGS>                                              0   
<TOTAL-COSTS>                                  9,704   
<OTHER-EXPENSES>                                   0  
<LOSS-PROVISION>                                   0        
<INTEREST-EXPENSE>                             3,543   
<INCOME-PRETAX>                                5,944     
<INCOME-TAX>                                       0     
<INCOME-CONTINUING>                            5,944     
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                   5,944  
<EPS-PRIMARY>                                   1.90  
<EPS-DILUTED>                                   1.95  
        


</TABLE>


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