AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-Q, 1998-05-15
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 March 31, 1998

             Commission file numbers: 33-62791, 33-62953, 33-88360,
                    33-89676, 33-89678, 33-91400, 333-00995,
            333-02867, 333-24989, 333-25733, 333-25761 and 333-26695.

                   American Skandia Life Assurance Corporation

                    Incorporated in the State of Connecticut
                                   
                                   06-1241288
                      (Federal 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 May 14, 1998,  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 -
                 March 31, 1998 (unaudited)
                 and December 31, 1997                                        3

             Consolidated Statements of Operations (unaudited) -
                 Three months ended March 31, 1998
                 and March 31, 1997                                           4

             Consolidated Statements of Cash Flows (unaudited) 
                 Three months ended March 31, 1998
                 and March 31, 1997                                           5

             Notes to Unaudited Consolidated Financial Statements             6


    Item 2.

             Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations - Three months ended
                 March 31, 1998                                              12


PART II.  OTHER INFORMATION:


    Item 4.  Action Taken by Shareholder                                     16

    Item 6.  Exhibits and Reports on Form 8-K                                16

                 Signature                                                   17

                 Exhibit Index                                               19










                                       (2)


<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>                          <C> 
                                                                        MARCH 31,                   DECEMBER 31,
                                                                           1998                         1997
                                                                    -------------------         ---------------------
                                                                       (unaudited)
ASSETS

Investments:
   Fixed maturities - at amortized cost                           $         9,311,341         $           9,366,671
   Fixed maturities - at fair value                                       125,987,348                   108,323,668
   Investment in mutual funds - at fair value                               6,622,432                     6,710,851
   Policy Loans                                                               855,652                       687,267
                                                                    -------------------         ---------------------

Total investments                                                         142,776,773                   125,088,457

Cash and cash equivalents                                                  62,069,379                    81,974,204
Accrued investment income                                                   2,530,177                     2,441,671
Fixed assets                                                                  380,164                       356,153
Deferred acquisition costs                                                670,726,371                   628,051,995
Reinsurance receivable                                                      1,320,774                     3,120,221
Receivable from affiliates                                                  1,126,289                     1,910,895
Income tax receivable - current                                                     -                     1,047,493
Income tax receivable - deferred                                           26,525,213                    26,174,369
State insurance licenses                                                    4,525,000                     4,562,500
Other assets                                                                4,200,679                     2,524,581
Separate account assets                                                13,958,429,039                12,095,163,569
                                                                    -------------------         ---------------------

                    Total Assets                                  $    14,874,609,858         $      12,972,416,108
                                                                    ===================         =====================

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits                         $        42,744,881         $          43,204,443
Policy reserves                                                            21,116,000                    24,414,999
Income tax payable                                                            532,172                             -
Drafts outstanding                                                         31,242,537                    19,277,706
Accounts payable and accrued expenses                                      96,171,826                    71,190,019
Payable to affiliates                                                       3,81l,466                       584,283
Future fees payable to parent                                             225,814,585                   233,033,818
Payable to reinsurer                                                       79,880,260                    78,126,227
Short-term borrowing                                                       10,000,000                    10,000,000
Surplus notes                                                             213,000,000                   213,000,000
Separate account liabilities                                           13,958,429,039                12,095,163,569
                                                                    -------------------         ---------------------

                  Total Liabilities                                    14,682,742,766                12,787,995,064
                                                                    -------------------         ---------------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                        2,000,000                     2,000,000
Additional paid-in capital                                                152,589,729                   151,527,229
Retained earnings                                                          36,298,148                     30,225,784
Accumulated other comprehensive income                                        979,215                        668,031
                                                                    -------------------         ---------------------

                   Total Shareholder's Equity                             191,867,092                   184,421,044
                                                                    -------------------         ---------------------

                   Total Liabilities and Shareholder's Equity     $    14,874,609,858         $      12,972,416,108
                                                                    ===================         =====================
</TABLE>

            See notes to unaudited consolidated financial statements.
                                       (3)


<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
                                                                      MARCH 31, 1998               MARCH 31, 1997
                                                                    --------------------       -----------------------
REVENUES:

Annuity charges and fees                                          $          39,785,695      $            24,368,624
Fee income                                                                   10,687,660                    5,524,257
Net investment income                                                         3,261,541                    1,368,683
Annuity premium income                                                           50,000                      275,000
Net realized capital gains                                                      156,332                       20,604
Other                                                                            69,867                       17,939
                                                                    --------------------       -----------------------

     Total Revenues                                                          54,011,095                   31,575,107
                                                                    --------------------       -----------------------



BENEFITS AND EXPENSES:

Benefits:
  Annuity benefits                                                              366,431                      144,687
  Increase in annuity policy reserves                                           238,191                      783,550
  Cost of minimum death benefit reinsurance                                   1,369,079                      876,078
  Return credited to contractowners                                           1,666,993                   (6,745,574)
                                                                    --------------------       -----------------------

                                                                              3,640,694                   (4,941,259)
                                                                    --------------------       -----------------------

Expenses:
  Underwriting, acquisition and other insurance expenses                     34,254,872                   17,683,466
  Amortization of state insurance licenses                                       37,500                       37,500
  Interest expense                                                            8,831,244                    5,539,574
                                                                    --------------------       -----------------------

                                                                             43,123,616                   23,260,540
                                                                    --------------------       -----------------------

     Total Benefits and Expenses                                             46,764,310                   18,319,281
                                                                    --------------------       -----------------------

Income from operations before income taxes                                    7,246,785                   13,255,826

     Income tax expense                                                       1,174,421                    4,259,851
                                                                    --------------------       -----------------------

Net income                                                        $           6,072,364      $             8,995,975
                                                                    ====================       =======================
</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 CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
<S> <C>                                                         <C>                        <C>  
                                                                       THREE MONTHS                THREE MONTHS
                                                                           ENDED                       ENDED
                                                                      MARCH 31, 1998              MARCH 31, 1997
                                                                    --------------------       ----------------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income                                                      $          6,072,364       $            8,995,975
  Adjustments to reconcile net income to net cash
     provided by operating activities:
      Increase/(decrease) in policy reserves                                (3,298,999)                   2,469,190
      Amortization of bond discount                                             20,212                       18,153
      Amortization of insurance licenses                                        37,500                       37,500
      Change in receivable from/payable to affiliates                        4,011,789                   52,055,515
      Change in income tax receivable/payable                                1,579,665                    3,514,385
      Increase in other assets                                              (1,700,109)                    (323,105)
      (Increase)/decrease in accrued investment income                         (88,506)                     275,787
      (Increase)/decrease in reinsurance receivable                          1,799,447                   (1,469,249)
      Increase in deferred acquisition costs, net                          (42,674,376)                 (49,515,067)
      Increase in income tax receivable - deferred                            (518,403)                    (228,711)
      Increase/(decrease) in accounts payable and accrued expenses          24,294,733                   (9,233,922)
      Increase in drafts outstanding                                        11,964,831                            -
      Change in foreign currency translation, net                                8,831                       26,822
      Realized gain on sale of investments                                    (156,332)                     (20,604)
                                                                  ----------------------       --------------------

  Net cash provided by operating activities                                  1,352,647                    6,602,669
                                                                    --------------------       ----------------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                                   (17,736,089)                  (4,886,075)

  Proceeds from sale and maturity of fixed maturity investments                 50,000                      200,000
  Purchase of shares in mutual funds                                        (3,833,340)                  (1,434,810)
  Proceeds from sale of shares in mutual funds                               4,605,530                      178,104
  Increase in policy loans                                                    (168,385)                           -

  Change in investments of separate account assets                        (849,287,100)                (867,715,012)
                                                                    --------------------       ----------------------

  Net cash used in investing activities                                   (866,369,384)                (873,657,793)
                                                                    --------------------       ----------------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                          1,062,500                      130,000
  Decrease in future fees payable to parent                                 (6,532,159)                  (2,269,749)
  Increase in payable to reinsurer                                           1,754,033                    3,340,628
  Proceeds from annuity sales                                              848,827,538                  866,040,450
                                                                    --------------------       ----------------------

  Net cash provided by financing activities                                845,111,912                  867,241,329
                                                                    --------------------       ----------------------

Net (decrease)/increase in cash and cash equivalents                       (19,904,825)                     186,205
                                                                    --------------------       ----------------------

Cash and cash equivalents at beginning of period                            81,974,204                   14,199,412
                                                                    --------------------       ----------------------

Cash and cash equivalents at end of period                        $         62,069,379       $           14,385,617
                                                                    ====================       ======================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Income taxes paid                                               $                  -       $               43,000
                                                                    ====================       ======================

  Interest paid                                                   $          3,903,716       $            3,180,309
                                                                    ====================       ======================
</TABLE>

            See notes to unaudited consolidated financial statements.
                                       (5)


<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1998



1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.       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
                  three month  period  ended March 31, 1998 are not  necessarily
                  indicative  of the results  that may be expected  for the year
                  ending  December 31, 1998. 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, 1997.

                  Certain reclassifications have been made to prior year amounts
                  to conform with the current year presentation.

         B.       New Accounting Pronouncement

                  As of  January  1,  1998  the  Company  adopted  Statement  of
                  Financial   Accounting   Standards  ("SFAS")  130,  "Reporting
                  Comprehensive   Income".  SFAS  130  sets  standards  for  the
                  reporting  and  display  of   comprehensive   income  and  its
                  components;  however,  the adoption of this  Statement  had no
                  impact on the Company's financial position or net income. SFAS
                  130  requires  unrealized  gains and  losses on the  Company's
                  available-for-sale securities and foreign currency translation
                  adjustments,  which prior to adoption were reported separately
                  in shareholder's  equity to be included in other comprehensive
                  income. Prior year financial statements have been reclassified
                  to conform to the requirements of SFAS 130.






                                       (6)


<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1998



        The components of comprehensive income, net of tax, for the three months
ended March 31, 1998 and 1997 were as follows:

                                                      1998             1997
                                                      ----             ----

      Net income                                    $6,072,364      $8,995,975
      Other comprehensive income:
        Unrealized investment gains and
        losses                                         305,444      (1,448,082)
        Foreign currency translation                     5,740         (24,961)
                                                    ----------      -----------

      Other comprehensive income                       311,184      (1,473,043)
                                                    ----------      -----------

      Comprehensive income                          $6,383,548      $7,522,932
                                                    ==========      ==========


      The components of accumulated other comprehensive  income, net of tax,  
      as of March 31,  1998 and  December  31, 1997 were as follows:

                                                      1998             1997
                                                      ----             ----

      Unrealized investment gains and
        losses                                      $1,259,513      $  954,069
      Foreign currency translation                    (280,298)       (286,038)
                                                    -----------     -----------

      Accumulated other comprehensive
        income                                      $  979,215      $  668,031
                                                    ==========      ===========



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 $1,931,784 as of March 31, 1998.








                                       (7)


<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1998



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 March 31, 1998 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 March 31, 1998 amounted to  $12,085,593,  of which
         $2,405,472 has been approved for payment.













                                       (8)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1998


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 from January 1,
         1994  through June 30, 1996  (Transaction  1996-1).  In  addition,  the
         Company entered into the following similar transactions during 1997:

                            Closing        Effective          Contract Issue
         Transaction         Date            Date                Period

           1997-1           7/23/97          6/1/97         3/1/96   -  4/30/97
           1997-2          12/30/97         12/1/97         5/1/95   - 12/31/96
           1997-3          12/30/97         12/1/97         5/1/96   - 10/31/97

         In connection  with these  transactions,  the Parent,  through a trust,
         issued  collateralized notes in 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, the rights sold provide for
         the  Parent to  receive  80% (100% for  Transaction  1997-3)  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 (6 to 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 sales have been recorded as  liabilities  and are
         being  amortized  over the  remaining  surrender  charge  period of the
         designated  contracts using the interest  method.  The present value of
         the  transactions  (discounted at 7.5%) as of the Effective Date was as
         follows:

                                                           Present
                     Transaction                            Value

                       1996-1                            $50,221,438
                       1997-1                             58,766,633
                       1997-2                             77,551,736
                       1997-3                             58,193,264

                                       (9)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1998




         Payments  representing  fees and  charges  realized  during  the period
         January  1, 1998  through  March 31,  1998 in the  aggregate  amount of
         $13,722,438,  were made by the Company to the Parent.  Interest expense
         of $4,377,388 has been included in the statement of operations.

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

                  Year Ending
                  December 31,                             Amount

                      1998                            $  32,418,377
                      1999                               41,845,736
                      2000                               43,500,530
                      2001                               40,738,800
                      2002                               34,533,624
                      2003                               22,835,020
                      2004                                9,490,399
                      2005                                  452,099
                                                      -------------
                     Total                            $ 225,814,585
                                                      =============


         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.


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.




                                      (10)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1998


         In addition,  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:


         Three Months Ended March 31, 1998
<TABLE>
<CAPTION>

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

<S>                         <C>                       <C>                                    <C>       
         Gross              $46,477,922               ($ 1,527,260)                          $1,666,993
         Ceded                6,692,227                    (1,765,451)                                -
                          -------------                  ------------                 -----------------
         Net                $39,785,695                  $    238,191                        $1,666,993
                            ===========                  ============                        ==========
</TABLE>


         Three Months Ended March 31, 1997
<TABLE>
<CAPTION>

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

<S>                         <C>                          <C>                               <C>         
         Gross              $29,586,298                  $2,252,799                        ($6,724,793)
         Ceded                5,217,674                   1,469,249                             20,781
                          -------------                 -----------                       ------------
         Net                $24,368,624                 $   783,550                         ($6,745,574)
                            ===========                 ===========                          ===========
</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>



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

                        Three months ended March 31, 1998



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; c) certain group variable annuities that are
not registered with the Securities and Exchange Commission that serve as funding
vehicles for various types of qualified  pension and profit sharing plans and d)
fixed and  adjustable  immediate  annuities.  In  addition,  in April 1998,  the
Company began offering a term life insurance product.

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 three months ended March 31,
1998 and 1997 was $848.8 million and $866.0 million, respectively, a decrease of
2%.  This  decrease,  driven by below  expectation  sales  levels in January and
February,  partially  offset by a strong March,  is attributed to concern in the
marketplace  early in 1998 over the  Clinton  administration's  proposed  budget
package and certain negative press regarding  variable annuity products overall.
Assets grew $1,902.2  million or 15% since December 31, 1997. This increase is a
direct  result of the strong  performance  of the stock  markets  over the first
quarter of 1998, which has contributed to the growth in separate account assets,
combined  with  increases in separate  account  assets and deferred  acquisition
costs  over the same  period  due to sales  volume.  Liabilities  grew  $1,894.7
million or 15% since  December 31, 1997 as a result of the  additional  reserves
required for the market and sales-related  growth of separate account assets, an
increase  in drafts  outstanding,  and an  increase  in the  amounts  payable to
affiliates and reinsurers in support of the  acquisition  costs of the Company's
variable annuity business.


                                      (12)


<PAGE>




The Company  experienced  a net gain of $6.1  million  after tax for the current
period  compared with $9.0 million for the same period last year, a result which
is  below  expectation.  This  gain  is  a  result  of  the  strong,  but  below
expectation,  sales  activity for the three months ended March 31, 1998,  and an
increased asset base, which generates  additional fee revenue,  partially offset
by expense levels above those expected for the level of sales activity.

Revenues:

Strong market  performance  and strong  annuity sales volume  results in greater
assets under management. Growth in assets under management has resulted in a 63%
increase in annuity  charges and fees for the three month period ended March 31,
1998.  This is compared to an increase of 81% for the three month  period  ended
March 31, 1997.

Fee income  includes  income earned for transfer  agency type  activities.  This
income increased 93% for the three month period ended March 31, 1998 compared to
an increase  of 75% for the three  month  period  ended  March 31,  1997.  These
increases are driven by the continued growth in assets under management.

Net investment  income increased 138% for the three month period ended March 31,
1998, compared to an increase of 201% for the three month period ended March 31,
1997.  These increases are the result of increased  general  account  investment
holdings for the periods.

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 March 31,  1998 and 1997,  the change in the  guaranteed
minimum death benefit reserve  exceeded the costs associated with reinsuring the
guaranteed  minimum death benefit reserve by approximately $0.4 million and $0.6
million, respectively.





                                      (13)


<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 $1.7 million  expense for the current  period  reflects a
lower than  expected  separate  account  investment  return on the market  value
adjusted contracts in support of the benefits and required reserves,  along with
a $1.9 million  timing  difference  (loss) related to March 31, 1998 bond market
fluctuations which will reverse in the second quarter. While the assets relating
to the  market  value  adjusted  contracts  reflect  the  market  interest  rate
fluctuations which occurred on March 31, 1998, the related liabilities are based
on the interest  rates set for new  contracts  which are  generally set based on
prior day interest  rates.  During the first week of April 1998,  interest rates
were  established  for the  new  contracts,  thereby  bringing  the  liabilities
relating to the market value adjusted contracts in line with the related assets.
The result for the same period in 1997, a $6.7  million  gain,  reflects  higher
than expected separate account  investment return along with the reversal of the
effect  of  December  31,  1996 bond  market  fluctuations  which had  adversely
impacted 1996 results by $1.8 million.

Expenses:

Underwriting, acquisition and other insurance expenses consists of $44.7 million
of  commissions  and  $30.4  million  of  general  expenses  offset  by the  net
capitalization  of deferred  acquisition  costs  totaling  $40.8  million.  This
compares to $42.9 million of commissions  and $21.2 million of general  expenses
offset by the net  capitalization  of deferred  acquisition costs totaling $46.4
million for the same period last year.

Interest expense increased 59% over the same period last year as a result of the
July and December 1997 sales of future fee revenue,  which  collectively  raised
$194.5 million in addition to the $50.2 million raised in 1996. Interest expense
on these  transactions  totalled  $4.4  million and $1.1 million for the periods
ended March 31, 1998 and 1997, respectively.

Income tax  expense  was $1.2  million  for the  period  ended  March 31,  1998,
compared with $4.3 million for the same period last year. The effective  Federal
income tax rates for the periods were 16% and 32%  respectively.  The  effective
rates are lower than the  Federal  statutory  income  tax rate due to  permanent
differences.  Management  believes that based on the taxable income  produced in
1997 and the  first  three  months  of 1998 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.







                                      (14)


<PAGE>




                         Liquidity and Capital Resources

The first quarter 1998 liquidity requirement of the Company was met by cash from
insurance  operations,  investment  activities,  cash flow from the December 30,
1997 sale of future fee revenue and  reinsurance.  The  Company's  first quarter
1998 sales volume of $848.8  million was made up of  approximately  97% variable
annuities,  most of 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,
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.

In  addition,  since  December  1996,  the Company has entered  into a series of
transactions in which the rights to receive future fees and charges  expected to
be realized on the variable  portion of a designated  block of deferred  annuity
contracts  through their  surrender  charge period have been sold to the Parent.
These transactions, designed as another means of financing growth, are discussed
in more  detail  at Note 4 of the  Notes  to  Unaudited  Consolidated  Financial
Statements.

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 March 31, 1998 and  December  31,  1997,  shareholder's  equity was $191.9
million and $184.4 million,  respectively,  which includes the carrying value of
the state  insurance  licenses in the amount of $4.5  million  and $4.6  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.

















                                      (15)


<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."










































                                      (16)


<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



May 14, 1998

































                                      (17)


<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





















                                      (18)


<TABLE> <S> <C>

<ARTICLE>                     7       
<CIK>                         881453  
<NAME>                        ASLAC 0398       
<MULTIPLIER>                  1       
<CURRENCY>                    U.S Dollars     
                                
<S>                           <C>
<PERIOD-TYPE>                         3-MOS   
<FISCAL-YEAR-END>               DEC-31-1998     
<PERIOD-START>                  JAN-1-1998      
<PERIOD-END>                    MAR-31-1998     
<EXCHANGE-RATE>                 1       
<DEBT-HELD-FOR-SALE>            125,987,348     
<DEBT-CARRYING-VALUE>           135,298,689     
<DEBT-MARKET-VALUE>             135,342,982     
<EQUITIES>                        6,622,432       
<MORTGAGE>                                0       
<REAL-ESTATE>                             0       
<TOTAL-INVEST>                  142,776,773     
<CASH>                           62,069,379      
<RECOVER-REINSURE>                1,320,774       
<DEFERRED-ACQUISITION>          628,051,995     
<TOTAL-ASSETS>               14,874,609,858  <F1>
<POLICY-LOSSES>                  63,860,881      
<UNEARNED-PREMIUMS>                       0       
<POLICY-OTHER>                            0       
<POLICY-HOLDER-FUNDS>                     0       
<NOTES-PAYABLE>                 213,000,000     
                     0       
                               0       
<COMMON>                          2,000,000       
<OTHER-SE>                      189,867,092     
<TOTAL-LIABILITY-AND-EQUITY> 14,874,609,858  <F2>
                           50,000  
<INVESTMENT-INCOME>               3,261,541       
<INVESTMENT-GAINS>                  156,332 
<OTHER-INCOME>                       69,867  <F3>
<BENEFITS>                        3,640,694       
<UNDERWRITING-AMORTIZATION>      16,676,057      
<UNDERWRITING-OTHER>             17,616,315      
<INCOME-PRETAX>                   7,246,785       
<INCOME-TAX>                      1,174,421       
<INCOME-CONTINUING>                       0       
<DISCONTINUED>                            0       
<EXTRAORDINARY>                           0       
<CHANGES>                                 0       
<NET-INCOME>                      6,072,364       
<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
     $13,958,429,039.                  
<F2> Included in Total Liabilities and Equity are Liabilities Related to 
     Separate Accounts of $13,958,429,039.                  
<F3> Other income includes annuity charges and fees of $39,785,695 and fee 
     income of $10,687,660.                       
</FN>

</TABLE>


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