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Note 1 - Description of Business and Significant Accounting Policies
3 Months Ended
Mar. 31, 2019
Notes to Financial Statements  
Business Description and Accounting Policies [Text Block]
Note
1.
     Description of Business and Significant Accounting Policies
 
Description of business
: US Alliance Corporation ("USAC") was formed as a Kansas corporation on
April 24, 2009
to raise capital to form a new Kansas-based life insurance company. Our offices are located at
4123
SW Gage Center Drive, Suite
240,
Topeka, Kansas
66604.
Our telephone number is
785
-
228
-
0200
and our website address is
www.usalliancecorporation.com
.
 
USAC has
five
wholly-owned operating subsidiaries. US Alliance Life and Security Company ("USALSC") was formed
June 9, 2011,
to serve as our life insurance company. US Alliance Marketing Corporation ("USAMC") was formed
April 23, 2012,
to serve as a marketing resource. US Alliance Investment Corporation ("USAIC") was formed
April 23, 2012
to serve as investment manager for USAC. Dakota Capital Life Insurance Company (“DCLIC”) was acquired on
August 1, 2017
when USAC merged with Northern Plains Capital Corporation (“NPCC”). US Alliance Life and Security Company - Montana ("USALSC-Montana") was acquired
December 14, 2018.
Both DCLIC and USALSC-Montana are wholly-owned subsidiaries of USALSC.
 
The Company terminated its initial public offering on
February 24, 2013.
During the balance of
2013,
the Company achieved approval of an array of life insurance and annuity products, began development of various distribution channels and commenced insurance operations and product sales. The Company sold its
first
insurance product on
May 1, 2013.
The Company continued to expand its product offerings and distribution channels throughout
2014
and
2015.
On
February 24, 2015,
the Company commenced a warrant exercise offering set to expire on
February 24, 2016.
On
February 24, 2016,
the Company extended the offering until
February 24, 2017
and made additional shares available for purchase. All outstanding warrants expired on
April 1, 2016.
The Company further extended this offering to
February 24, 2019
and subsequently to
February 24, 2020.
During the
4
th
quarter of
2017,
the Company began a private placement offering to accredited investors in the state of North Dakota.
 
USALSC and DCLIC seek opportunities to develop and market additional products.
 
Our business model also anticipates the acquisition by USAC and/or USALSC of other insurance and insurance related companies, including
third
-party administrators, marketing organizations, and rights to other blocks of insurance business through reinsurance or other transactions.
 
Basis of presentation
:
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) 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 US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods have been included.
 
The results of operation for the
three
months ended
March 31, 2019
are
not
necessarily indicative of the results to be expected for the year ended
December 31, 2019
or for any other interim period or for any other future year. Certain financial information which is normally included in notes to financial statements prepared in accordance with US GAAP, but which are
not
required for interim reporting purposes, has been condensed or omitted. The accompanying financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Company’s report on Form
10
-K and amendments thereto for the year ended
December 31, 2018.
 
Principles of consolidation
: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated from the consolidated financial statements.
 
Area of Operation:
USALSC is authorized to operate in the states of Kansas, North Dakota, Missouri, Nebraska and Oklahoma. DCLIC is authorized to operate in the states of North Dakota and South Dakota. USALSC-Montana is authorized to operate in the state of Montana
 
Reclassifications
: Certain reclassifications of a minor nature have been made to prior-year balances to conform to current-year presentation with
no
net impact to net loss/income or equity.
 
Common stock and earnings (loss) per share:
The par value for common stock is
$0.10
per share with
20,000,000
shares authorized. As of
March 31, 2019,
and
December 31, 2018,
the company had
7,693,408
and
7,650,551
common shares issued and outstanding, respectively.
 
Earnings (loss) per share attributable to the Company’s common stockholders were computed based on the net loss and the weighted average number of shares outstanding during each year. The weighted average number of shares outstanding during the quarters ended
March 31, 2019
and
2018
were
7,664,837
and
7,326,345
shares, respectively. Potential common shares are excluded from the computation when their effect is anti-dilutive. Basic and diluted net loss per common share is the same for the quarters ended
March 31, 2019
and
2018.
 
New accounting standards
 
 
Revenue from Contracts with Customers
 
In
May 2014,
the Financial Accounting Standards Board (“FASB”) issued updated guidance to clarify the principles for recognizing revenue. While insurance contracts are
not
within the scope of this updated guidance, the Company's fee income related to providing services will be subject to this updated guidance. The updated guidance requires an entity to recognize revenue as performance obligations are met, in order to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is entitled to receive for those goods or services.
 
The following steps are applied in the updated guidance: (
1
) identify the contract(s) with a customer; (
2
) identify the performance obligations in the contract; (
3
) determine the transaction price; (
4
) allocate the transaction price to the performance obligations in the contract and (
5
) recognize revenue when, or as, the entity satisfies a performance obligation.
 
In
July 
2015,
the FASB deferred the effective date of the updated guidance on revenue recognition
by
one
year to the quarter ending
March 
31,
2018.
  As an emerging growth company, the Company has chosen to defer implementation of this accounting standard until the year ending
December 31, 2019
and interim reporting periods beginning after
December 31, 2019.
The adoption of this guidance is
not
expected to have a material effect on the Company’s result of operations, financial position or liquidity.
 
Recognition and Measurement of Financial Assets and Financial Liabilities
 
In
January 2016,
the FASB issued updated guidance regarding financial instruments. This guidance intends to enhance reporting for financial instruments and addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The significant amendments in this update generally require equity investments to be measured at fair value with changes in fair value recognized in net income, require the use of an exit price notion when measuring the fair value of financial instruments for disclosure purposes and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. This guidance also intends to enhance the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments.
 
This guidance is effective for fiscal years beginning after
December 15, 2017.
As an emerging growth company, the Company elected to defer implementation of this standard to fiscal years beginning after
December 15, 2018.
The recognition and measurement provisions of this guidance was applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption and early adoption is
not
permitted. The adoption of this guidance did
not
have a material effect on the Company’s financial position or liquidity but does create additional volatility when comparing period to period results.
 
Leases
 
In
February 
2016,
the FASB issued updated guidance to require lessees to recognize a right-to-use asset and a lease liability for leases with terms of more than
12
months.  The updated guidance retains the
two
classifications of a lease as either an operating or finance lease (previously referred to as a capital lease).  Both lease classifications require the lessee to record the right-to-use asset and the lease liability based upon the present value of cash flows.  Finance leases will reflect the financial arrangement by recognizing interest expense on the lease liability separately from the amortization expense of the right-to-use asset.  Operating leases will recognize lease expense (with
no
separate recognition of interest expense) on a straight-line basis over the term of the lease.   The accounting by lessors is
not
significantly changed by the updated guidance.  The updated guidance requires expanded qualitative and quantitative disclosures, including additional information about the amounts recorded in the financial statements.
 
The updated guidance is effective for reporting periods beginning after
December 
15,
2018,
and will require that the earliest comparative period presented include the measurement and recognition of existing leases with an adjustment to equity as if the updated guidance had always been applied.  Early adoption is permitted.  As an emerging growth company, the Company has elected to defer implementation of this standard to fiscal years beginning after
December 15, 2019.
The adoption of this guidance is
not
expected to have a material effect on the Company’s results of operations, financial position or liquidity.
 
Contingent Put and Call Options in Debt Instruments
 
In
March 
2016,
the FASB issued updated guidance clarifying that when a call (put) option in a debt instrument can accelerate the repayment of principal on the debt instrument, a reporting entity does
not
need to assess whether the contingent event that triggers the ability to exercise the call (put) option is related to interest rates or credit risk in determining whether the option should be accounted for separately.  The updated guidance is effective for reporting periods beginning after
December 
15,
2016.
  Early adoption is permitted.  As an emerging growth company, the Company elected to defer implementation of this standard to fiscal years beginning after
December 15, 2017.
The adoption of this guidance did
not
have a material effect on the Company’s results of operations, financial position or liquidity.
 
Measurement of Credit Losses on Financial Instruments
 
In
June 
2016,
the FASB issued updated guidance for the accounting for credit losses for financial instruments.  The updated guidance applies a new credit loss model (current expected credit losses or CECL) for determining credit-related impairments for financial instruments measured at amortized cost (e.g. reinsurance recoverables) and requires an entity to estimate the credit losses expected over the life of an exposure or pool of exposures. The estimate of expected credit losses should consider historical information, current information, as well as reasonable and supportable forecasts, including estimates of prepayments. The expected credit losses, and subsequent adjustments to such losses, will be recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the financial asset presented on the consolidated balance sheet at the amount expected to be collected.
 
The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value.  In addition, the length of time a security has been in an unrealized loss position will
no
longer impact the determination of whether a credit loss exists.
 
The updated guidance is effective for reporting periods beginning after
December 
15,
2019.
  Early adoption is permitted for reporting periods beginning after
December 
15,
2018.
  As an emerging growth company, the Company has elected to defer implementation of this standard to fiscal years beginning after
December 15, 2020.
The Company will
not
be able to determine the impact that the updated guidance will have on its results of operations, financial position or liquidity until the updated guidance is adopted.
 
Classification of Certain C
ash
R
eceipts and
Cash P
ayment
 
In
August 2016,
the FASB issued new guidance that clarifies the classification of certain cash receipts and cash payments in the statement of cash flows under
eight
different scenarios including, but
not
limited to: (i) debt prepayment or debt extinguishment costs; (ii) proceeds from the settlement of corporate-owned life insurance policies including bank-owned life insurance policies; (iii) distributions received from equity method investees; and (iv) separately identifiable cash flows and application of the predominance principle. This guidance is effective for fiscal years beginning after
December 15, 2017,
and interim periods within those fiscal years. Early adoption is permitted. As an emerging growth company, the Company elected to defer implementation of this standard to fiscal years beginning after
December 15, 2018.
The implementation of this standard did
not
have a material impact on the Company’s statement of cash flows.
 
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
 
On
December 22, 2017,
the U.S. federal government enacted a tax bill,
H.R.1,
An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year
2018
(Tax Cuts and Jobs Act). In
February 2018,
FASB issued guidance to address certain issues related to the Tax Cuts and Jobs Act. This new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. This guidance is effective for fiscal years beginning after
December 15, 2018,
and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance did
not
have a material effect on the Company’s results of operations, financial position or liquidity.
 
Targeted Improvements to the Accounting for Long-Duration Contracts
 
In
August 2018,
the FASB issued ASU
2018
-
12
“Targeted Improvements to the Accounting for Long-Duration Contracts.” ASU
2018
-
12
requires periodic reassessment of actuarial and discount rate assumptions used in the valuation of policyholder liabilities and deferred acquisition costs arising from the issuance of long-duration insurance and reinsurance contracts, with the effects of the changes in cash flow assumptions reflected in earnings and the effects of changes in discount rate assumptions reflected in other comprehensive income. Under current accounting guidance, the actuarial and discount rate assumptions are set at the contract inception date and
not
subsequently changed, except in limited circumstances. ASU
2018
-
12
also requires new disclosures and is effective for fiscal years beginning after
December 15, 2020,
with early adoption permitted. We are evaluating the effect this standard will have on our Consolidated Financial Statements.
 
All other new accounting standards and updates of existing standards issued through the date of this filing were considered by management and did
not
relate to accounting policies and procedures pertinent or material to the Company at this time.