AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-Q, 1997-08-14
INSURANCE CARRIERS, NEC
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q



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


                  For the Quarterly Period Ended June 30, 1997

        Commission file numbers: 33-62791, 33-62953, 33-88360, 33-89566,
                          33-89676, 33-89678, 33-91400,
            333-25733, 333-00995, 333-25761, 333-02867 and 333-24989

                   American Skandia Life Assurance Corporation

               Incorporated in the State of Connecticut 06-1241288
                        (IRS Employer Identification No.)

                               One Corporate Drive
                           Shelton, Connecticut 06484

                         Telephone Number (203) 926-1888




Indicate by check mark  whether the  registrant  (1) has filed all reports to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.
Yes   x   No __


As of July 31, 1997,  there were 25,000 shares of outstanding  common stock, par
value $80 per share, of the  registrant,  consisting of 100 shares of voting and
24,900  shares of non-voting  common stock,  all of which were owned by American
Skandia Investment  Holding  Corporation,  a wholly-owned  subsidiary of Skandia
Insurance Company Ltd., a Swedish corporation.




<PAGE>





                   American Skandia Life Assurance Corporation

                                Table of Contents

                                                                           Page
PART I.  FINANCIAL INFORMATION:

    Item 1.  Financial Statements:

             Consolidated Statements of Financial Condition -
                 June 30, 1997 (unaudited)
                 and December 31, 1996                                       4

             Consolidated Statements of Operations (unaudited) -
                 Six months ended June 30, 1997
                 and June 30, 1996                                           5

             Consolidated Statements of Operations (unaudited) -
                 Three months ended June 30, 1997
                 and June 30, 1996                                           6

             Consolidated Statements of Cash Flows (unaudited) -
                 Six months ended June 30, 1997
                 and June 30, 1996                                           7

             Notes to Unaudited Consolidated Financial Statements            8



    Item 2.

             Management's Discussion and Analysis
                of Financial Condition and Results of
                 Operations - Six months ended
                 June 30, 1997                                               14


PART II.  OTHER INFORMATION:


    Item 4.  Action Taken by Shareholder                                     18

    Item 6.  Exhibits and Reports on Form 8-K                                18

                  Signature                                                  19

                  Exhibit Index                                              20





                                       (2)


<PAGE>



                          PART I. FINANCIAL INFORMATION


Item 1.

                              FINANCIAL STATEMENTS

















































                                       (3)
<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
<S>                                                              <C>                       <C>
                                                                        JUNE 30,              DECEMBER 31,
                                                                         1997                     1996
                                                                  --------------------   -----------------------
                                                                      (unaudited)
ASSETS

Investments:
   Fixed maturities - at amortized cost                         $           9,375,850  $             10,090,369
   Fixed maturities - at market value                                      86,910,161                87,369,724
   Investment in mutual funds - at market value                             5,272,036                 2,637,731
   Short-term investments - at amortized cost                              32,996,300                18,100,000
                                                                  --------------------   -----------------------

Total investments                                                         134,554,347               118,197,824

Cash and cash equivalents                                                  17,037,179                14,199,412
Accrued investment income                                                   2,263,580                 1,958,546
Fixed assets                                                                  287,214                   229,780
Deferred acquisition costs                                                537,679,557               438,640,918
Reinsurance receivable                                                      1,319,558                 2,167,818
Receivable from affiliates                                                  4,458,491                   691,532
Deferred income taxes                                                      21,009,619                17,217,582
State insurance licenses                                                    4,637,500                 4,712,500
Other assets                                                                2,861,605                 2,207,171
Separate account assets                                                 9,972,069,209             7,734,439,793
                                                                  --------------------   -----------------------

                    Total Assets                                $      10,698,177,859  $          8,334,662,876
                                                                  ====================   =======================

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits                       $          40,055,589  $             36,245,936
Annuity policy reserves                                                    21,616,876                21,238,749
Income taxes payable                                                        1,433,713                 1,124,151
Accounts payable and accrued expenses                                      78,046,167                65,198,965
Payable to affiliates                                                      92,208,588                   685,724
Future fees payable to parent                                              44,828,479                47,111,936
Payable to reinsurer                                                       85,221,661                79,000,262
Short-term borrowing                                                       10,000,000                10,000,000
Surplus notes                                                             213,000,000               213,000,000
Deferred contract charges                                                     199,217                   272,329
Separate account liabilities                                            9,972,069,209             7,734,439,793
                                                                  --------------------   -----------------------

                  Total Liabilities                                    10,558,679,499             8,208,317,845
                                                                  --------------------   -----------------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                        2,000,000                 2,000,000
Additional paid-in capital                                                123,055,117               122,250,117
Unrealized investment gains and losses, net                                  (720,347)                 (319,631)
Foreign currency translation, net                                            (157,423)                 (263,706)
Retained earnings                                                          15,321,013                 2,678,251
                                                                  --------------------   -----------------------

                   Total Shareholder's Equity                             139,498,360               126,345,031
                                                                  --------------------   -----------------------

                   Total Liabilities and Shareholder's Equity   $      10,698,177,859  $          8,334,662,876
                                                                  ====================   =======================
</TABLE>

            See notes to unaudited consolidated financial statements.

                                      (4)
<PAGE>

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                                 <C>                       <C>   

                                                                          SIX MONTHS             SIX MONTHS
                                                                             ENDED                  ENDED
                                                                         JUNE 30, 1997          JUNE 30, 1996
                                                                      -------------------     ------------------
REVENUES:
 
Annuity charges & fees                                              $         51,831,675     $     29,895,751
Fee income                                                                    11,763,639            7,042,113
Net investment income                                                          3,995,459              737,948
Net realized capital gains                                                        64,064              105,178
Annuity premium income                                                           580,000              100,000
Other                                                                             66,055               20,634
                                                                      --------------------     ----------------
 
     Total Revenues                                                           68,300,892           37,901,624
                                                                      --------------------     ----------------


BENEFITS AND EXPENSES:
 
Benefits:
  Annuity benefits                                                             1,215,611              215,992
  Increase in annuity policy reserves                                          1,174,149              534,930
  Cost of minimum death benefit reinsurance                                    1,811,373            1,332,762
  Return credited to contractowners                                           (4,715,974)          (1,245,994)
                                                                      --------------------     ----------------

                                                                                (514,841)             837,690
                                                                      --------------------     ----------------

Expenses:
  Underwriting, acquisition and other insurance expenses                      38,182,529           16,762,970
  Amortization of state insurance licenses                                        75,000               75,000
  Interest expense                                                            11,041,931            4,479,486
                                                                      --------------------     ----------------

                                                                              49,299,460           21,317,456
                                                                      --------------------  -------------------

     Total Benefits and Expenses                                              48,784,619           22,155,146
                                                                      --------------------  -------------------

Income from operations
     before income taxes                                                      19,516,273           15,746,478

     Income taxes                                                              6,873,511            5,392,047
                                                                      --------------------     ----------------

Net income                                                          $         12,642,762       $   10,354,431
                                                                      ====================     ================
</TABLE>

            See notes to unaudited consolidated financial statements.
 
                                      (5)
<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                              <C>                  <C>    

                                                                    THREE MONTHS        THREE MONTHS
                                                                        ENDED               ENDED
                                                                    JUNE 30, 1997       JUNE 30, 1996
                                                                  -----------------   -----------------
REVENUES:
 
Annuity charges & fees                                             $  27,463,051       $  16,466,476
Fee income                                                             6,239,382           3,880,073
Net investment income                                                  2,626,776             282,926
Net realized capital gains                                                43,460              13,106
Annuity premium income                                                   305,000             100,000
Other                                                                     48,116               6,184
                                                                   ---------------     ---------------
 
     Total Revenues                                                   36,725,785          20,748,765
                                                                   ---------------     ---------------


BENEFITS AND EXPENSES:
 
Benefits:
  Annuity benefits                                                     1,070,924              98,006
  Increase in annuity policy reserves                                    390,599             361,057
  Cost of minimum death benefit reinsurance                              935,295             689,152
  Return credited to contractowners                                    2,029,600          (2,250,424)
                                                                   ---------------     ---------------

                                                                       4,426,418          (1,102,209)
                                                                   ---------------     ---------------

Expenses:
  Underwriting, acquisition and other insurance expenses              20,499,063           8,246,643
  Amortization of state insurance licenses                                37,500              37,500
  Interest expense                                                     5,502,357           2,247,801
                                                                   ---------------      --------------

                                                                      26,038,920          10,531,944
                                                                   ---------------      --------------

     Total Benefits and Expenses                                      30,465,338           9,429,735
                                                                   ---------------     ---------------

Income from operations
     before income taxes                                               6,260,447          11,319,030

     Income taxes                                                      2,613,660           3,623,540
                                                                   ---------------     ---------------

Net income                                                         $   3,646,787       $   7,695,490
                                                                   ===============     ===============
</TABLE>

            See notes to unaudited consolidated financial statements.
 
                                       (6)
<PAGE>

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
           (wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                            <C>                    <C>   

                                                                    SIX MONTHS            SIX MONTHS
                                                                      ENDED                  ENDED
                                                                  JUNE 30, 1997          JUNE 30, 1996
                                                                -------------------    -----------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income                                                     $    12,642,762       $    10,354,431
  Adjustments to reconcile net income (loss) to net cash
    used in operating activities:
     Increase in annuity policy reserves                                 378,127               875,444
      Amortization of bond discount                                       50,648                10,416
      Amortization of insurance licenses                                  75,000                75,000
      Change in receivable from/payable to affiliates                 87,755,905              (539,211)
      Change in income tax payable/receivable                            309,562             1,907,590
      Change in other assets                                            (711,868)               25,562
      Increase in accrued investment income                             (305,034)              (41,773)
      Change in reinsurance receivable                                   848,260              (343,022)
      Increase in accounts payable and accrued expenses               12,847,202             8,456,621
      Increase in deferred acquisition cost                          (99,038,639)          (78,651,174)
      Decrease in deferred contract charges                              (73,112)              (36,196)
      Decrease in foreign currency translation, net                      163,512                 3,447
      Deferred income taxes                                           (3,633,497)                    0
      Realized gain on sale of investments                               (64,064)             (105,178)
                                                                 -----------------     -----------------

  Net cash provided by (used in) operating activities                 11,244,764           (58,008,043)
                                                                 -----------------     -----------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                                       0              (219,434)
  Proceeds from maturity of fixed maturity investments                   200,000               215,000
  Purchase of shares in mutual funds                                  (3,369,679)           (1,432,901)
  Proceeds from sale of mutual funds                                   1,106,387             1,024,378
  Net (purchase)/sale  of short-term investments                     (14,896,300)            8,700,000
  Change in investments of separate account assets                (1,733,356,331)       (1,285,596,823)
                                                                 -----------------     -----------------

  Net cash used in investing activities                           (1,750,315,923)       (1,277,309,780)
                                                                 -----------------     -----------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                      805,000               581,482
  Surplus notes                                                                0            40,000,000
  Decrease in future payable fees to parent                           (2,283,457)                    0
  Increase in payable to reinsurer                                     6,221,399             8,494,975
  Proceeds from annuity sales                                      1,737,165,984         1,286,001,887
                                                                 -----------------     -----------------

  Net cash provided by financing activities                        1,741,908,926         1,335,078,344
                                                                 -----------------     -----------------

Net decrease in cash and cash equivalents                              2,837,767              (239,479)
                                                                 -----------------     -----------------

Cash and cash equivalents at beginning of period                      14,199,412            13,146,384
                                                                 -----------------     -----------------

Cash and cash equivalents at end of period                      $     17,037,179      $     12,906,905
                                                                 =================     =================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Income taxes paid                                             $     10,197,446      $      3,472,302
                                                                 =================     =================

  Interest paid                                                 $      4,501,751      $        341,250
                                                                 =================     =================
</TABLE>

            See notes to unaudited consolidated financial statements.


                                      (7)
<PAGE>



                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1997



1.       BASIS OF PRESENTATION

         The  accompanying   unaudited   consolidated  financial  statements  of
         American  Skandia Life  Assurance  Corporation  (the Company) have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim  financial  information  and with the  instructions to Form
         10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
         all of the  information  and footnotes  required by generally  accepted
         accounting principles for complete financial statements. In the opinion
         of  management,   all  adjustments   (consisting  of  normal  recurring
         accruals)  considered  necessary  for a  fair  presentation  have  been
         included.  Operating  results for the six month  period  ended June 30,
         1997 are not necessarily indicative of the results that may be expected
         for the year ending December 31, 1997. For further  information,  refer
         to the consolidated  financial  statements and footnotes thereto in the
         Company's audited consolidated  financial statements for the year ended
         December 31, 1996.


2.       FOREIGN ENTITY

         As of July 1995 Skandia Vida, S.A. de C.V. was formed by the ultimate 
         parent, Skandia Insurance Company, Ltd., a Swedish corporation.  The 
         Company has a 99.9% ownership in Skandia Vida, S.A. de C.V. which is a 
         life insurance company domiciled in Mexico.  This Mexican life insurer 
         is a start up company with expectations of selling long term savings 
         products within Mexico.  Total shareholder's equity of Skandia Vida, 
         S.A. de C.V. is $1,632,363 as of June 30, 1997.












                                       (8)


<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1997


3.       SURPLUS NOTES

         The Company has issued  surplus  notes to American  Skandia  Investment
         Holding  Corporation (the "Parent") in exchange for cash. Surplus notes
         outstanding as of June 30, 1997 were as follows.

                     Issue Date                    Amount          Interest Rate

             December 29, 1993                $  20,000,000           6.84%
             February 18, 1994                   10,000,000           7.28%
             March 28, 1994                      10,000,000           7.90%
             September 30, 1994                  15,000,000           9.13%
             December 28, 1994                   14,000,000           9.78%
             December 19, 1995                   10,000,000           7.52%
             December 20, 1995                   15,000,000           7.49%
             December 22, 1995                    9,000,000           7.47%
             June 28, 1996                       40,000,000           8.41%
             December 30, 1996                   70,000,000           8.03%
                                                -----------

             Total                             $213,000,000

         Payment of  interest  and  repayment  of  principal  for these notes is
         subject to certain  conditions  and requires  approval by the Insurance
         Commissioner of the State of Connecticut.

         Interest  accrued at June 30, 1997  amounted to  $10,194,209,  of which
         $4,414,379 has been approved for payment.


4.       FUTURE FEES PAYABLE TO PARENT

         On  December  17,  1996  the  Company  sold  to its  Parent,  effective
         September 1, 1996,  certain  rights to receive  future fees and charges
         expected to be realized on the variable  portion of a designated  block
         of deferred annuity  contracts issued during the period January 1, 1994
         through June 30, 1996. In connection with this transaction,  the Parent
         issued collateralized notes in a private placement which are secured by
         the  rights to  receive  future  fees and  charges  purchased  from the
         Company.

                                       (9)


<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1997


         Under the terms of the Purchase Agreement,  the rights sold provide for
         the Parent to receive 80% of future  mortality and expense  charges and
         contingent  deferred sales charges,  after reinsurance,  expected to be
         realized over the remaining  surrender  charge period of the designated
         contracts (generally, 6.5 years). The Company did not sell the right to
         receive  future fees and charges after the  expiration of the surrender
         charge period.

         The proceeds  from the sale have been  recorded as a liability  and are
         being  amortized  over the  remaining  surrender  charge  period of the
         designated  contracts using the interest  method.  The present value at
         September  1, 1996  (discounted  at 7.5%),  of future  fees and charges
         expected to be realized on the  designated  contracts was  $50,221,438.
         Interest  expense of  $2,092,688  has been included in the statement of
         operations.

         Expected payments of future fees payable to Parent are as follows:

                            Period Ending
                             December 31,                         Amount

                                1997                           $ 7,025,070
                                1998                             9,782,558
                                1999                            10,002,274
                                2000                            10,061,058
                                2001                             6,412,114
                                2002                             1,392,003
                                2003                               153,402
                                                               -----------

                               Total                           $44,828,479

         The  Commissioner  of the State of Connecticut has approved the sale of
         future fees and charges; however, in the event that the Company becomes
         subject to an order of liquidation or rehabilitation,  the Commissioner
         has the  ability  to stop the  payments  due to the  Parent  under  the
         Purchase Agreement, subject to certain terms and conditions.

         On July 23, 1997 the Company  closed a similar  transaction in which it
         raised  $58,766,633.  For  further  discussion  see Note 6,  Subsequent
         Event.

                                      (10)


<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1997


5.       REINSURANCE

         The Company cedes reinsurance under modified co-insurance arrangements.
         The reinsurance  arrangements provide additional capacity for growth in
         supporting  the cash flow strain from the  Company's  variable  annuity
         business. The reinsurance is effected under quota share contracts.

         The  Company  reinsures  certain  mortality  risks  pertaining  to  the
         Guaranteed  Minimum  Death  Benefit  feature  in the  variable  annuity
         products.

         The effect of the  reinsurance  agreements on the Company's  operations
         was to reduce annuity  charges and fee income,  death benefit  expense,
         and  reserve  exposure.  The effect of  reinsurance  is  summarized  as
         follows:

         Six Months Ended June 30, 1997
<TABLE>
<CAPTION>

                            Annuity                Increase in Annuity                  Return Credited
                        Charges & Fees                Policy Reserves                  to Contractowners

<S>                         <C>                         <C>                                 <C>         
         Gross              $62,467,438                 $   325,889                         ($4,736,755)
         Ceded               10,635,763                     (848,260)                            20,781
                           ------------                 -------------                    --------------
         Net                $51,831,675                  $1,174,149                         ($4,715,974)
                            ===========                  ============                        ===========


         Six Months Ended June 30, 1996

                            Annuity                Increase in Annuity                  Return Credited
                        Charges & Fees                Policy Reserves                  to Contractowners

         Gross              $38,120,495                    $877,952                        ($1,206,035)
         Ceded                8,224,744                     343,022                             39,959
                          -------------                   ---------                      -------------
         Net                $29,895,751                    $534,930                         ($1,245,994)
                            ===========                    ========                          ===========

</TABLE>
         Such  ceded   reinsurance   does  not  relieve  the  Company  from  its
         obligations  to  policyholders.  The  Company  remains  liable  to  its
         policyholders  for  the  portion  reinsured  to  the  extent  that  any
         reinsurer does not meet the  obligations  assumed under the reinsurance
         agreement.

                                      (11)


<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1997


6.        SUBSEQUENT EVENT

         On July 23, 1997 the  Company  sold to its  Parent,  effective  June 1,
         1997,  certain rights to receive future fees and charges expected to be
         realized  on the  variable  portion of a  designated  block of deferred
         annuity  contracts issued during the period March 1, 1996 through April
         30,  1997.  In  connection  with this  transaction,  the Parent  issued
         collateralized  notes in a private  placement  which are secured by the
         rights to receive future fees and charges purchased from the Company.

         Under the terms of the Purchase Agreement,  the rights sold provide for
         the Parent to receive 80% of future  mortality and expense  charges and
         contingent  deferred  sales  charges  expected to be realized  over the
         remaining   surrender   charge  period  of  the  designated   contracts
         (generally,  8 years).  The  Company  did not sell the right to receive
         future fees and charges after the  expiration  of the surrender  charge
         period.

         The proceeds  from the sale will be recorded as a liability and will be
         amortized over the remaining  surrender charge period of the designated
         contracts using the interest method.  The present value at June 1, 1997
         (discounted  at  7.5%),  of  future  fees and  charges  expected  to be
         realized on the designated contracts was $58,766,633

         Expected payments of future fees payable to Parent are as follows:

                            Period Ending
                             December 31,                         Amount

                                1997                            $ 3,556,092
                                1998                              6,508,154
                                1999                              7,064,520
                                2000                              7,734,955
                                2001                              8,526,105
                                2002                              9,027,506
                                2003                              9,257,879
                                2004                              6,657,084
                                2005                                434,338
                                                                -----------

                               Total                            $58,766,633

                                      (12)


<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                         Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1997


         The  Commissioner  of the State of Connecticut has approved the sale of
         future fees and charges; however, in the event that the Company becomes
         subject to an order of liquidation or rehabilitation,  the Commissioner
         has the  ability  to stop the  payments  due to the  Parent  under  the
         Purchase Agreement, subject to certain terms and conditions.
































                                      (13)



<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                         Six months ended June 30, 1997



American  Skandia Life Assurance  Corporation (the Company) is a stock insurance
company  domiciled  in  Connecticut  with  licenses  in all 50  states.  It is a
wholly-owned  subsidiary of American  Skandia  Investment  Holding  Corporation,
whose ultimate parent is Skandia Insurance Company Ltd., a Swedish company.

The Company is in the  business  of issuing  annuity  policies,  and has been so
since its business inception in 1988. The Company currently offers the following
annuity  products:  a) certain  deferred  annuities that are registered with the
Securities  and Exchange  Commission,  including  variable  annuities  and fixed
interest  rate  annuities  that include a market value  adjustment  feature;  b)
certain  other  fixed  deferred  annuities  that  are not  registered  with  the
Securities  and  Exchange  Commission;  and c) fixed  and  adjustable  immediate
annuities.

The Company  markets its products  through an internal field  marketing staff to
broker-dealers,   financial   planners  and  in   conjunction   with   financial
institutions such as banks that are permitted  directly,  or through affiliates,
to sell annuities.



                              Results of Operations

The Company's long term business plan was developed reflecting the current sales
and  marketing  approach.  The sales volume for the six month periods ended June
30,  1997 and 1996 was $1,737  million  and  $1,286  million,  respectively,  an
increase of 35%. This  increase is a direct  result of the marketing  efforts by
the  Company  coupled  with  an  overall   increase  in  the  variable   annuity
marketplace.  Assets grew $2,364  million or 28% since  December 31, 1996.  This
increase is a direct  result of the sales  volume  increasing  separate  account
assets and deferred  acquisition  costs combined with the strong  performance of
the stock market over the same period,  which also has contributed to the growth
in  separate  account  assets.  Liabilities  grew  $2,350  million  or 29% since
December 31, 1996 as a result of the reserves  required for the increased  sales
activity and market growth of separate  account assets as well as an increase in
the amounts  payable to affiliates and  reinsurance  to support the  acquisition
costs of the Company's variable annuity business.












                                      (14)


<PAGE>


The Company  experienced  a net gain of $12.6  million after tax for the current
period  which was $2.3 million  greater  than the same period last year,  and in
excess of plan.  This gain is a result of the strong sales  activity for the six
months ended June 30, 1997, expense levels consistent with sales activity and an
increased asset base, which generates additional fee revenue.

Revenues:

Increasing  annuity  sales volume  results in greater  assets under  management.
Growth in assets  under  management  has  resulted in a 73%  increase in annuity
charges & fees for the six month period ended June 30, 1997. This is compared to
an increase of 77% for the six month period ended June 30, 1996.

Fee income  includes  income earned for transfer  agency type  activities.  This
income increased 67% for the six month period ended June 30, 1997 compared to an
increase of 247% for the six month period ended June 30, 1996.  These  increases
are driven by the continued increase in assets under management.

Net  investment  income  increased  441% for the six month period ended June 30,
1997.  This is compared to a decrease of 25% for the six month period ended June
30, 1996.  The current  period  increase is the result of  increased  investment
holdings for the period.  The prior  period  decrease is a result of the need to
liquidate short term investments to support cash needs.

Annuity  premium  income  represents  sales of  immediate  annuities  with  life
contingencies.

Benefits:

Annuity benefits  represent  payments on annuity contracts with mortality risks:
immediate  annuities with life  contingencies and  supplementary  contracts with
life contingencies.

The increase in annuity  policy  reserves  represents the change in reserves for
immediate annuities with life contingencies,  supplementary  contracts with life
contingencies and the guaranteed minimum death benefit on variable annuities. In
September 1995, the Company entered into an agreement to reinsure the guaranteed
minimum death benefit  exposure on most of its variable annuity  contracts.  For
both periods ended June 30, 1997 and 1996, the costs  associated with reinsuring
the minimum  death  benefit  reserve  exceeded  the change in the minimum  death
benefit reserve by approximately $1.0 million.







                                      (15)


<PAGE>


Return  credited to  contractowners  represents  revenues on variable and market
value  adjusted  annuities  offset by benefit  payments  and change in  reserves
required on this  business.  Also  included  are benefit  payments and change in
reserves on immediate  annuities and supplemental  contracts without significant
mortality  risks.  The  result for the  current  period  reflects a higher  than
expected  separate  account  investment  return  on the  market  value  adjusted
contracts in support of the benefits and  required  reserves  combined  with the
reversal of the effect of December 31, 1996 bond market  fluctuations  which had
adversely  impacted 1996 results by $1.8 million.  While the assets  relating to
the  market  value  adjusted  contracts   reflected  the  market  interest  rate
fluctuations  which occurred on December 31, 1996, the liabilities were based on
interest  rates set for new  contracts  which are  generally  based on the prior
day's  interest  rates.  During  the first  week of 1997,  interest  rates  were
established for new contracts,  thereby bringing the liabilities relating to the
market  value  adjusted  contracts  in line with the related  assets.  A similar
situation  occurred at June 30, 1997,  which  adversely  affected  June 30, 1997
results by $1.4 million and will reverse on July 1, 1997.

Expenses:

Underwriting, acquisition and other insurance expenses consists of $87.4 million
of  commissions  and  $44.1  million  of  general  expenses  offset  by the  net
capitalization  of deferred  acquisition  costs  totaling  $93.3  million.  This
compares to $61.6 million of commissions  and $25.5 million of general  expenses
offset by the net  capitalization  of deferred  acquisition costs totaling $70.3
million for the same period last year.

Interest  expense  increased  146% over the same period last year as a result of
the 1996 increase in surplus notes of $110 million.

Income tax expense was $6.9 million for the period ended June 30, 1997, compared
with $5.4 million for the same period last year.  The effective  Federal  income
tax rates for the periods were 35% and 34% respectively. The 1996 effective rate
was lower than the Federal  statutory  income tax rate due to an increase in the
deferred tax valuation allowance offset by permanent differences. Such allowance
was released at December 31, 1996. Management believes that based on the taxable
income  produced  in 1996 and the  first  half of 1997 as well as the  continued
growth in annuity products,  the Company will produce  sufficient taxable income
in the future to realize its deferred tax assets.


                         Liquidity and Capital Resources

The  liquidity  requirement  of the  Company  was  met by  cash  from  insurance
operations, investment activities and advances from the parent.






                                      (16)


<PAGE>


The Company had  significant  growth  during the six month  period in 1997.  The
sales  volume  of  $1,737  million  was made up of  approximately  93%  variable
annuities, which carry a contingent, deferred sales charge. This type of product
causes a temporary  cash  strain in that 100% of the  proceeds  are  invested in
separate accounts supporting the product leaving a cash (but not capital) strain
caused by the acquisition costs for the new business.  This cash strain required
the Company to look  beyond the  insurance  operations  and  investments  of the
Company. To this end, the Company extended its reinsurance agreements (initiated
in 1993,  1994 and  1995)  and was  advanced  $91  million  by the  parent.  The
reinsurance agreements are modified coinsurance arrangements where the reinsurer
shares in the experience of a specific book of business.  The income and expense
items presented above are net of reinsurance.

While the tremendous  growth of this young  organization has depended on capital
support from its parent,  the Company expects to use borrowing,  reinsurance and
the sale of future fee  revenues  to fund the cash strain  anticipated  from the
acquisition costs on expected future sales volume.

As of June 30,  1997 and  December  31,  1996,  shareholder's  equity was $139.5
million and $126.3 million,  respectively,  which includes the carrying value of
the state  insurance  licenses in the amount of $4.6  million  and $4.7  million
respectively.

The  Company  has long term  surplus  notes and short  term  borrowing  with its
parent. No dividends have been paid to its parent company.

On July 23, 1997 the Company closed a second transaction in which it sold future
fee  revenues  to  its  Parent.  The  $58.8  million  proceeds  raised  by  this
transaction  were used to reduce the $91 million  advance  from the Parent.  For
further discussion of this transaction, refer to Note 6, Subsequent Event of the
Notes to Unaudited Consolidated Financial Statements.

















                                      (17)


<PAGE>



                           PART II. OTHER INFORMATION


ITEM 4.  ACTION TAKEN BY SHAREHOLDER

                  Not applicable for this quarter.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      See Exhibit Index
                  (b)      American  Skandia Life Assurance  Corporation did not
                           file  any  Report  on Form  8-K  during  the  quarter
                           covered by this report.










































                                      (18)


<PAGE>





                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                              American Skandia Life
                              Assurance Corporation
                                  (Registrant)


                        by /s/Thomas M. Mazzaferro
                              --------------------
                              Thomas M. Mazzaferro
                          Executive Vice President and
                             Chief Financial Officer



August 13, 1997






























                                      (19)


<PAGE>


                                  EXHIBIT INDEX




      Exhibit
      Number                    Description                           Location


        (2)       Plan of acquisition, reorganization,
                  arrangement, liquidation or succession                 None

        (4)       Instruments defining the rights of
                  security holders, including indentures                 None

       (10)       Material Contracts                                     None

       (11)       Statement re computation of per share
                  earnings                                               None

       (15)       Letter re unaudited interim financial
                  information                                            None

       (18)       Letter re change in accounting
                  principles                                             None

       (19)       Report furnished to security holders                   None

       (22)       Published report regarding matters
                  submitted to vote of security holders                  None

       (23)       Consents of experts and counsel                        None

       (24)       Power of attorney                                      None

       (99)       Additional exhibits                                    None



















                                      (20)



<TABLE> <S> <C>
                  
<ARTICLE>                     7       
<CIK>                         881453  
<NAME>                        ASLAC697
<MULTIPLIER>                  1       
<CURRENCY>                    U.S Dollars     
                                
<S>                                    <C>
<PERIOD-TYPE>                          6-MOS       
<FISCAL-YEAR-END>                    JUN-30-1997       
<PERIOD-START>                       JAN-01-1997       
<PERIOD-END>                         JUN-30-1997       
<EXCHANGE-RATE>                                1       
<DEBT-HELD-FOR-SALE>                  86,910,161      
<DEBT-CARRYING-VALUE>                 97,714,146      
<DEBT-MARKET-VALUE>                   96,758,656      
<EQUITIES>                             5,272,036       
<MORTGAGE>                                     0       
<REAL-ESTATE>                                  0       
<TOTAL-INVEST>                       134,554,347     
<CASH>                                17,037,179      
<RECOVER-REINSURE>                     1,319,558       
<DEFERRED-ACQUISITION>               537,679,557     
<TOTAL-ASSETS>                    10,698,177,859  <F1>
<POLICY-LOSSES>                       61,672,465      
<UNEARNED-PREMIUMS>                            0       
<POLICY-OTHER>                                 0       
<POLICY-HOLDER-FUNDS>                          0       
<NOTES-PAYABLE>                      213,000,000     
                          0       
                                    0       
<COMMON>                               2,000,000       
<OTHER-SE>                           137,498,360     
<TOTAL-LIABILITY-AND-EQUITY>      10,698,177,859  <F2>
                               580,000 
<INVESTMENT-INCOME>                    3,995,459       
<INVESTMENT-GAINS>                        64,064  
<OTHER-INCOME>                        63,661,369  <F3>
<BENEFITS>                              (514,841)       
<UNDERWRITING-AMORTIZATION>           12,352,651      
<UNDERWRITING-OTHER>                  25,904,878      
<INCOME-PRETAX>                       19,516,273      
<INCOME-TAX>                           6,873,511       
<INCOME-CONTINUING>                            0       
<DISCONTINUED>                                 0       
<EXTRAORDINARY>                                0       
<CHANGES>                                      0       
<NET-INCOME>                          12,642,762      
<EPS-PRIMARY>                                  0       
<EPS-DILUTED>                                  0       
<RESERVE-OPEN>                                 0       
<PROVISION-CURRENT>                            0       
<PROVISION-PRIOR>                              0       
<PAYMENTS-CURRENT>                             0       
<PAYMENTS-PRIOR>                               0       
<RESERVE-CLOSE>                                0       
<CUMULATIVE-DEFICIENCY>                        0       
                                                           
<FN>
<F1> Included in Total Assets are Assets Held in Separate Accounts of 
     $9,972,069,209.                   
<F2> Included in Total Liabilities and Equity are Liabilities Related to 
     Separate Accounts of $9,972,069,209.                   
<F3> Other income includes annuity charges and fees of $51,831,675  and  fee 
     income of $11,763,639.                     
</FN>

</TABLE>


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