AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-Q, 1997-11-14
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 September 30, 1997

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

                   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 October 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 -
                      September 30, 1997 (unaudited)
                      and December 31, 1996                                   4

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

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

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

                  Notes to Unaudited Consolidated Financial Statements        8



    Item 2.

                  Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations - Nine months ended
                      September 30, 1997                                     13


PART II.  OTHER INFORMATION:


    Item 4.  Action Taken by Shareholder                                     17

    Item 6.  Exhibits and Reports on Form 8-K                                17

                  Signature                                                  18

                  Exhibit Index                                              19





                                       (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>
                                                                 SEPTEMBER 30,            DECEMBER 31, 
                                                                     1997                     1996
                                                                 --------------          --------------
                                                                  (unaudited)             
ASSETS                          
<S>                                                            <C>                    <C>
                                
Investments:                            
   Fixed maturities - at amortized cost                          $    9,372,956        $     10,090,369
   Fixed maturities - at market value                                97,176,622              87,369,724
   Investment in mutual funds - at market value                       6,287,266               2,637,731
   Short-term investments - at amortized cost                        26,000,000              18,100,000
                                                                  --------------        ----------------
Total investments                                                   138,836,844             118,197,824
                                
Cash and cash equivalents                                            13,363,425              14,199,412
Accrued investment income                                             2,005,209               1,958,546
Fixed assets                                                            336,778                 229,780
Deferred acquisition costs                                          595,020,251             438,640,918
Reinsurance receivable                                                1,337,549               2,167,818
Receivable from affiliates                                            1,522,474                 691,532
Deferred income taxes                                                24,471,319              17,217,582
State insurance licenses                                              4,600,000               4,712,500
Other assets                                                          4,163,724               2,207,171
Separate account assets                                          11,628,297,471           7,734,439,793
                                                                ----------------         ---------------
                    Total Assets                               $ 12,413,955,044        $  8,334,662,876
                                                                ================         ===============
LIABILITIES AND SHAREHOLDER'S EQUITY                            
                                
LIABILITIES:                            
Reserve for future contractowner benefits                      $     41,495,995        $     36,245,936
Annuity policy reserves                                              21,242,319              21,238,749
Income taxes payable                                                  2,333,713               1,124,151
Accounts payable and accrued expenses                                90,829,661              65,198,965
Payable to affiliates                                                65,011,358                 685,724
Future fees payable to parent                                       100,937,537              47,111,936
Payable to reinsurer                                                 90,943,161              79,000,262
Short-term borrowing                                                 10,000,000              10,000,000
Surplus notes                                                       213,000,000             213,000,000
Deferred contract charges                                               181,269                 272,329
Separate account liabilities                                     11,628,297,471           7,734,439,793
                                                                ----------------         ---------------
                  Total Liabilities                              12,264,272,484           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                                          123,198,061             122,250,117
Unrealized investment gains and losses, net                             858,421                (319,631)
Foreign currency translation, net                                      (316,347)               (263,706)
Retained earnings                                                    23,942,425               2,678,251
                                                                 ---------------         ---------------
                   Total Shareholder's Equity                       149,682,560             126,345,031
                                                                 ---------------         --------------
                   Total Liabilities and Shareholder's Equity  $ 12,413,955,044        $  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>
                                                                      NINE MONTHS                 NINE MONTHS
                                                                         ENDED                       ENDED
                                                                  SEPTEMBER 30, 1997          SEPTEMBER 30, 1996
                                                                  ------------------          ------------------
REVENUES:
<S>                                                              <C>                         <C>
 
Annuity charges & fees                                             $  85,051,449                $  47,915,563
Fee income                                                            19,309,148                   11,382,138
Net investment income                                                  6,026,646                    1,008,040
Annuity premium income                                                   795,042                      100,000
Net realized capital gains                                                84,617                      110,784
Other                                                                    188,111                       26,963
                                                                    -------------                -------------
 
     Total Revenues                                                  111,455,013                   60,543,488
                                                                    -------------                -------------


BENEFITS AND EXPENSES:
 
Benefits:
  Annuity benefits                                                     1,464,570                      490,771
  Increase/(decrease) in annuity policy reserves                        (280,205)                     389,033
  Cost of minimum death benefit reinsurance                            3,256,884                    2,060,736
  Return credited to contractowners                                   (7,540,458)                  (2,175,208)
                                                                    -------------                -------------

                                                                      (3,099,209)                     765,332
                                                                    -------------                -------------

Expenses:
  Underwriting, acquisition and other insurance expenses              64,884,324                   30,684,238
  Amortization of state insurance licenses                               112,500                      112,500
  Interest expense                                                    18,066,407                    7,600,213
                                                                    -------------                -------------

                                                                      83,063,231                   38,396,951
                                                                    -------------                -------------

     Total Benefits and Expenses                                      79,964,022                   39,162,283
                                                                    -------------                -------------

Income from operations
     before income taxes                                              31,490,991                   21,381,205

     Income taxes                                                     10,226,817                    8,488,261
                                                                    -------------                -------------

Net income                                                         $  21,264,174                $  12,892,944
                                                                    =============                =============
</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>

                                                                    THREE MONTHS            THREE MONTHS
                                                                        ENDED                   ENDED
                                                                 SEPTEMBER 30, 1997      SEPTEMBER 30, 1996
                                                                 ------------------      ------------------
REVENUES:
<S>                                                            <C>                       <C> 
 
Annuity charges & fees                                              $ 33,219,774            $ 18,019,812
Fee income                                                             7,545,509               4,340,025
Net investment income                                                  2,031,187                 270,092
Annuity premium income                                                   215,042                       0
Net realized capital gains                                                20,553                   5,606
Other                                                                    122,056                   6,329
                                                                    ------------            ------------
 
     Total Revenues                                                   43,154,121              22,641,864
                                                                    ------------            ------------


BENEFITS AND EXPENSES:
 
Benefits:
  Annuity benefits                                                       248,959                 274,779 
  Increase/(decrease) in annuity policy reserves                      (1,454,354)               (145,897)
  Cost of minimum death benefit reinsurance                            1,445,511                 727,974
  Return credited to contractowners                                   (2,824,484)               (929,214)
                                                                    ------------            ------------

                                                                      (2,584,368)                (72,358)
                                                                    ------------            ------------

Expenses:
  Underwriting, acquisition and other insurance expenses              26,701,795              13,921,268
  Amortization of state insurance licenses                                37,500                  37,500
  Interest expense                                                     7,024,476               3,120,727
                                                                    ------------            ------------

                                                                      33,763,771              17,079,495
                                                                    ------------            ------------

     Total Benefits and Expenses                                      31,179,403              17,007,137
                                                                    ------------            ------------

Income from operations
     before income taxes                                              11,974,718               5,634,727

     Income taxes                                                      3,353,306               3,096,214
                                                                    ------------            ------------

Net income                                                          $  8,621,412            $  2,538,513
                                                                    ============            ============
</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>

                                                                      NINE MONTHS                NINE MONTHS
                                                                         ENDED                      ENDED
                                                                  SEPTEMBER 30, 1997         SEPTEMBER 30, 1996
                                                                  ------------------         ------------------
CASH FLOW FROM OPERATING ACTIVITIES:
<S>                                                              <C>                        <C>

  Net income                                                        $ 21,264,174              $   12,892,944
  Adjustments to reconcile net income to net cash
    used in operating activities:
      Increase in annuity policy reserves                                  3,570                     544,233
      Amortization of bond discount                                       56,397                      16,486
      Amortization of insurance licenses                                 112,500                     112,500
      Change in receivable from/payable to affiliates                 63,494,692                  20,460,804
      Change in income tax payable/receivable                          1,209,562                   1,239,637
      Increase in other assets                                        (2,063,551)                   (387,438)
      Increase in accrued investment income                              (46,663)                   (145,903)
      Decrease/(Increase) in reinsurance receivable                      830,269                    (422,926)
      Increase in accounts payable and accrued expenses               25,630,696                  15,378,774
      Increase in deferred acquisition costs                        (156,379,333)               (119,777,413)
      Decrease in deferred contract charges                              (91,060)                    (56,564)
      Change in foreign currency translation, net                        (80,986)                      8,821
      Deferred income taxes                                           (7,859,728)                          0
      Realized gain on sale of investments                               (84,617)                   (110,784)
                                                                  ---------------             ---------------

  Net cash provided by (used in) operating activities                (54,004,078)                (70,246,829)
                                                                  ---------------             ---------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                             (13,723,543)                   (219,434)
  Proceeds from maturity of fixed maturity investments                 5,755,550                     215,000
  Purchase of shares in mutual funds                                  (4,248,877)                 (1,706,624)
  Proceeds from sale of mutual funds                                   1,318,458                   1,087,803
  Net (purchase)/sale  of short-term investments                      (7,900,000)               (104,000,000)
  Change in investments of separate account assets                (2,779,722,388)             (1,957,479,048)
                                                                  ---------------             ---------------

  Net cash used in investing activities                           (2,798,520,800)             (2,062,102,303)
                                                                  ---------------             ---------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                      947,944                   1,192,556
  Surplus notes                                                                0                  40,000,000
  Increase in future fees payable to parent                           53,825,601                           0
  Decrease in payable to reinsurer                                    11,942,899                  11,368,412
  Proceeds from annuity sales                                      2,784,972,447               1,958,602,691
                                                                  ---------------             ---------------

  Net cash provided by financing activities                        2,851,688,891               2,011,163,659
                                                                  ---------------             ---------------

Net decrease in cash and cash equivalents                               (835,987)               (121,185,473)
                                                                  ---------------             ---------------

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

Cash and cash equivalents at end of period                       $    13,363,425              $ (108,039,089)
                                                                  ===============              ==============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Income taxes paid                                              $    17,776,982              $    7,235,276
                                                                  ===============              ==============

  Interest paid                                                  $    11,711,001              $    2,528,697
                                                                  ===============              ==============
</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

                               September 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 nine month period ended September
         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

         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 $1,372,352 as of September 30, 1997.












                                      (8)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                               September 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 September 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 September  30, 1997  amounted to  $10,164,525,  of
         which $2,930,990 has been approved for payment.












                                       (9)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1997



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  addition,  on July 23,  1997 the  Company
         entered into a similar  transaction with its Parent,  effective June 1,
         1997, with respect to a designated block of deferred annuity  contracts
         issued  during the period  March 1, 1996  through  April 30,  1997.  In
         connection   with  these   transactions   ("Transaction   1996-1"   and
         "Transaction 1997-1,"  respectively),  the Parent issued collateralized
         notes in two  private  placements  which are  secured  by the rights to
         receive future fees and charges purchased from the Company.

         Under the terms of the Purchase  Agreements for Transaction  1996-1 and
         Transaction  1997-1,  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 and 8 years,  respectively).  The Company did not
         sell the right to receive  future fees and charges after the expiration
         of the surrender charge periods.

         The proceeds from the sales have been recorded as  liabilities  and are
         being  amortized  over the remaining  surrender  charge  periods of the
         designated  contracts using the interest  method.  The present value at
         September 1, 1996 and June 1, 1997 (both discounted at 7.5%), of future
         fees and charges  expected to be realized on the  designated  contracts
         under  Transaction  1996-1 and  Transaction  1997-1 was $50,221,438 and
         $58,766,633,   respectively.   Interest   expense  of  $3,495,205   and
         $1,073,420 for Transaction 1996-1 and Transaction 1997-1,  respectively
         has been included in the  statement of operations  for the period ended
         September 30, 1997.







                                      (10)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1997


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

                  Period Ending
                  December 31,

                      1997                                   $   7,923,587
                      1998                                      16,290,712
                      1999                                      17,066,794
                      2000                                      17,796,013
                      2001                                      14,938,219
                      2002                                      10,419,509
                      2003                                       9,411,281
                   Thereafter                                    7,091,422
                                                              ------------

                      Total                                   $100,937,537

         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 Agreements, subject to certain terms and conditions.



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.















                                      (11)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1997


         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:

         Nine Months Ended September 30, 1997
<TABLE>
<CAPTION>
        <S>            <C>                    <C>                          <C>

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

         Gross            $101,999,925            ($1,110,474)                  ($7,561,239)
         Ceded              16,948,476               (830,269)                       20,781
                          ------------            ------------                  ------------
         Net              $ 85,051,449              ($280,205)                  ($7,540,458)
                          ============            ============                  ============


         Nine Months Ended September 30, 1996

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

         Gross            $60,649,937                $811,959                   ($2,077,777)
         Ceded             12,734,374                 422,926                        97,431
                          -----------                --------                   ------------
         Net              $47,915,563                $389,033                   ($2,175,208)
                          ===========                ========                   ============
</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.








                                      (12)


<PAGE>



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

                      Nine months ended September 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 to  broker-dealers  and  financial  planners
through an internal field  marketing  staff.  In addition,  the Company  markets
through 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 nine month  periods  ended
September 30, 1997 and 1996 was $2,785 million and $1,959 million, respectively,
an increase of 42%. 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 $4,079  million or 49% 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  $4,056  million  or 49% since
December  31,  1996 as a result  of the  additional  reserves  required  for the
increased sales activity and market growth of separate account assets, execution
of a second  transaction in which the Company sold certain rights to future fees
and charges to the Parent (see note 4 to the  unaudited  consolidated  financial
statements), and an increase in the amounts payable to affiliates and reinsurers
in support of the acquisition costs of the Company's variable annuity business.






                                      (13)


<PAGE>


The Company  experienced  a net gain of $21.3  million after tax for the current
period which was $8.4  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 nine
months ended  September 30, 1997,  expense  levels below those  expected for the
level of sales activity and an increased asset base, which generates  additional
fee revenue.

Revenues:

Increasing annuity sales volume and strong market performance results in greater
assets under management. Growth in assets under management has resulted in a 71%
increase in annuity charges & fees for the nine month period ended September 30,
1997.  This is compared to an  increase of 75% for the nine month  period  ended
September 30, 1996.

Fee income  includes  income earned for transfer  agency type  activities.  This
income increased 70% for the nine month period ended September 30, 1997 compared
to an increase of 234% for the nine month period ended September 30, 1996. These
increases are driven by the continued growth in assets under management.

Net investment  income  increased 498% for the nine month period ended September
30, 1997.  This is compared to a decrease of 21% for the nine month period ended
September  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  (decrease) 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.  In September 1997,  this  reinsurance was extended to cover
certain new variable  annuity  products  introduced over the last twelve months.
For the periods ended  September 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   $2.0  million  and  $1.6  million,
respectively.





                                      (14)


<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,  along with the
reversal of the December 31, 1996 $1.8 million timing difference. The result for
the  same  period  in  1996  reflects  higher  than  expected  separate  account
investment return on the market value adjusted contracts.

Expenses:

Underwriting,  acquisition  and  other  insurance  expenses  consists  of $140.0
million of commissions  and $70.8 million of general  expenses offset by the net
capitalization  of deferred  acquisition  costs totaling  $145.9  million.  This
compares to $96 million of  commissions  and $43.1  million of general  expenses
offset by the net  capitalization of deferred  acquisition costs totaling $108.4
million for the same period last year.

Interest  expense  increased  138% over the same period last year as a result of
the 1996  increase in surplus notes of $110 million along with the December 1996
and July 1997 sales of future fee revenue, which totaled $50.2 million and $58.8
million, respectively.

Income tax expense was $10.2  million for the period ended  September  30, 1997,
compared with $8.5 million for the same period last year. The effective  Federal
income  tax  rates  for the  periods  were  32% and 40%  respectively.  The 1997
effective  rate is  lower  than the  Federal  statutory  income  tax rate due to
permanent  differences,  including the dividends  received  deduction.  The 1996
effective rate was higher 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 nine
months 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, sale of future fee revenues and advances from
the parent.  The Company had significant  growth during the nine month period in
1997.  The sales  volume  of $2,785  million  was made up of  approximately  92%
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 and
was advanced $65 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.

                                      (15)


<PAGE>


In addition, 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 were 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 June 1, 1997  (discounted  at 7.5%),  of
future fees and charges expected to be realized on the designated  contracts was
$58,766,633

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 September 30, 1997 and December 31, 1996,  shareholder's equity was $149.7
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.

















                                      (16)


<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)      A report on Form 8-K was filed on September 10, 1997,  setting
                  out information required under Item 4 of such form, "Reporting
                  a Change in External Auditors."








                                      (17)


<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



November 14, 1997
































                                      (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 ________________________
                              Thomas M. Mazzaferro
                          Executive Vice President and
                             Chief Financial Officer





November 14, 1997






























                                      (18)


<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











                                      (19)



<TABLE> <S> <C>

<ARTICLE>                     7       
<CIK>                         881453  
<NAME>                        ASLAC997        
<MULTIPLIER>                  1       
<CURRENCY>                    U.S Dollars     
                                
<C>                          <S>                     
<PERIOD-TYPE>                 9-MOS       
<FISCAL-YEAR-END>             DEC-31-1997       
<PERIOD-START>                JAN-01-1997       
<PERIOD-END>                  SEP-30-1997       
<EXCHANGE-RATE>               1       
<DEBT-HELD-FOR-SALE>              97,176,622      
<DEBT-CARRYING-VALUE>            106,549,578     
<DEBT-MARKET-VALUE>              106,580,613     
<EQUITIES>                         6,287,266       
<MORTGAGE>                                 0       
<REAL-ESTATE>                              0       
<TOTAL-INVEST>                   138,836,844     
<CASH>                            13,363,425      
<RECOVER-REINSURE>                 1,337,549       
<DEFERRED-ACQUISITION>           595,020,251     
<TOTAL-ASSETS>                12,413,955,044  <F1>
<POLICY-LOSSES>                   62,738,314      
<UNEARNED-PREMIUMS>                        0       
<POLICY-OTHER>                             0       
<POLICY-HOLDER-FUNDS>                      0       
<NOTES-PAYABLE>                  213,000,000     
                      0       
                                0       
<COMMON>                           2,000,000       
<OTHER-SE>                       147,682,560     
<TOTAL-LIABILITY-AND-EQUITY>  12,413,955,044  <F2>
                           795,042 
<INVESTMENT-INCOME>                6,026,646       
<INVESTMENT-GAINS>                    84,617  
<OTHER-INCOME>                   104,548,708  <F3>
<BENEFITS>                        (3,099,209)     
<UNDERWRITING-AMORTIZATION>       22,719,567      
<UNDERWRITING-OTHER>              42,164,757      
<INCOME-PRETAX>                   31,490,991      
<INCOME-TAX>                      10,226,817      
<INCOME-CONTINUING>                        0       
<DISCONTINUED>                             0       
<EXTRAORDINARY>                            0       
<CHANGES>                                  0       
<NET-INCOME>                      21,264,174      
<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
     $11,628,297,471.                  
<F2> Included in Total Liabilities and Equity are Liabilities Related to
     Separate Accounts of $11,628,297,471.                  
<F3> Other income includes annuity charges and fees of $85,051,449  and  fee 
     income of $19,309,148.                     
</FN>

</TABLE>


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