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Note 1 - Description of Business and Significant Accounting Policies
6 Months Ended
Jun. 30, 2020
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
  direct and indirect 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.  Unless the context otherwise indicates, references in this report to "we," "us," "our," or the "Company" refer collectively to USAC and its subsidiaries.
 
USAC 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,
USAC commenced a warrant exercise offering set to expire on
February 24, 2016.
On
February 24, 2016,
USAC extended the offering until
February 24, 2017
and made additional shares available for purchase. All outstanding warrants expired on
April 1, 2016.
USAC has extended this offering to
February 24, 2021.
During the
4th
quarter of
2017,
USAC 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
and
six
months ended
June 30, 2020
are
not
necessarily indicative of the results to be expected for the year ended
December 31, 2020
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 USAC's report on Form
10
-K and amendments thereto for the year ended
December 31, 2019.
 
Principles of consolidation
: The consolidated financial statements include the accounts of USAC 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 income (loss) per share:
The par value for common stock is
$0.10
per share with
20,000,000
shares authorized. As of
June 30, 2020,
and
December 31, 2019,
USAC had
7,741,229
and
7,734,004
 common shares issued and outstanding, respectively.
 
Earnings (loss) per share attributable to USAC'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
June 30, 2020
and
2019
were
7,740,876
and
7,697,969
 shares, respectively. The weighted average number of shares outstanding during the
six
months ended
June 30, 2020
and
2019
were
7,737,418
and
7,673,690
shares, respectively. Potential common shares are excluded from the computation when their effect is anti-dilutive. Basic and diluted net income (loss) per common share is the same for the quarters and
six
months ended
June 30, 2020
and
2019.
 
New accounting
pronouncements
 
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 chose to defer implementation of this accounting standard until the year ending
December 31, 2019.
The adoption of this guidance did
not
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 was effective for the Company for the year ended
December 31, 2019
and required a cumulative effect adjustment to opening retained earnings to be recorded for equity investments with readily determinable fair values. As of the adoption date, the Company held publicly traded equity investments with a fair value of $
10,987,539
million in a net unrealized gain position of $
1,098,760
million. The Company has recorded a cumulative-effect adjustment of $
1,098,760
to decrease Accumulated Other Comprehensive Income (AOCI) with a corresponding increase to accumulated deficit for unrealized gains as of the beginning of fiscal year
2019.
As a result of the implementation of ASU
2016
-
01,
unrealized gains and losses in equity investments with readily determinable fair values are recorded on the Consolidated Statements of Comprehensive Income (Loss) within net investment gains (losses). The Company recorded a gain in net investment gains (losses) of
$1.1
million for year ended
December 31, 2019
as a result of adopting this standard. The implementation of this guidance is expected to increase volatility in our net income as the volatility previously recorded in Comprehensive Income (OCI) related to changes in the fair market value of available-for-sale equity investments will now be reflected in net income effective with the adoption date.
 
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, 2020.
The adoption of this guidance is
not
expected to 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, 2022.
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 has 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, 2023,
with early adoption permitted. We are evaluating the effect this standard will have on our Consolidated Financial Statements.
 
Fair Value Measurement
 
This guidance is part of the FASB's disclosure framework project and eliminates certain disclosure requirements for fair value measurement, requires entities to disclose new information and modifies existing disclosure requirements. This guidance is effective for fiscal years beginning after
December 15, 2019,
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.
 
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.
 
The Company's significant account policies are discussed in Note
1
“Description of Business and Significant Accounting Policies” of the
2019
Annual Report. The significant accounting policies below reflect the impact of new transactions involving funds withheld under a coinsurance agreement and the issuance of mortgage loans.
 
Funds Withheld under Coinsurance Agreement
:
Funds withheld under coinsurance agreement represent amounts contractually withheld by a ceding company in accordance with a reinsurance agreement entered into in
2020.
For agreements written on a coinsurance funds withheld basis, assets that support the net statutory reserves or as defined by the treaty, are withheld and legally owned by the ceding company.  Interest is recorded in net investment income, net of related expenses, in the consolidated statements of income (loss).  Funds withheld under coinsurance agreement are presented net of the embedded derivative, discussed below.
 
Embedded Derivatives
:
The Company has entered into coinsurance funds withheld arrangement which contains an embedded derivative. Under ASC
815,
the Company assesses whether the embedded derivative is clearly and closely related to the host contract. The Company bifurcates embedded derivatives from the host instrument for measurement purposes when the embedded derivative possesses economic characteristics that are
not
clearly and closely related to the economic characteristics of the host contract and a separate instrument with the same terms would qualify as a derivative instrument. Embedded derivatives, which are reported with the host instrument on the consolidated balance sheets in funds withheld under coinsurance agreement, are reported at fair value with changes in fair value recognized in the consolidated statements of comprehensive income (loss) in net investment gains (losses).
 
Mortgage Loans on Real Estate
:
Mortgage loans on real estate are carried at unpaid principal balances, net of any unamortized premium or discount and valuation allowances.  Interest income is accrued on the principal amount of the mortgage loans based on its contractual interest rate.  Amortization of premiums and discounts is recorded using the effective yield method. The Company accrues interest on loans until probable the Company will
not
receive interest or the loan is
90
days past due.  Interest income, amortization of premiums, accretion of discounts and prepayment fees are reported in investment income, net of related expenses in the consolidated statements of comprehensive income (loss).
 
A mortgage loan is considered to be impaired when, based on the current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the mortgage agreement.  
 
Valuation allowances on mortgage loans are established based upon inherent losses expected by management to be realized in connection with future dispositions or settlement of mortgage loans, including foreclosures. The Company establishes valuation allowances for estimated impairments on an individual loan basis as of the balance sheet date. Such valuation allowances are based on the excess carrying value of the loan over the present value of expected future cash flows discounted at the loan's original effective interest rate, the value of the loan's collateral if the loan is in the process of foreclosure or is otherwise collateral-dependent, or the loan's market value if the loan is being sold. These evaluations are revised as conditions change and new information becomes available. In addition to historical experience, management considers qualitative factors that include the impact of changing macro-economic conditions, which
may
not
be currently reflected in the loan portfolio performance, and the quality of the loan portfolio.
 
Any interest accrued or received on the net carrying amount of the impaired loan will be included in investment income or applied to the principal of the loan, depending on the assessment of the collectibility of the loan. Mortgage loans deemed to be uncollectible or that have been foreclosed are charged off against the valuation allowances and subsequent recoveries, if any, are credited to the valuation allowances. Changes in valuation allowances are reported in investment related gains (losses), net on the consolidated statements of income (loss).
 
The Company evaluates whether a mortgage loan modification represents a troubled debt restructuring. In a troubled debt restructuring, the Company grants concessions related to the borrower's financial difficulties. Generally, the types of concessions include: reduction of the contractual interest rate, extension of the maturity date at an interest rate lower than current market interest rates and/or a reduction of accrued interest. The Company considers the amount, timing and extent of the concession granted in determining any impairment or changes in the specific valuation allowance recorded in connection with the troubled debt restructuring. Through the continuous monitoring process, the Company
may
have recorded a specific valuation allowance prior to when the mortgage loan is modified in a troubled debt restructuring. Accordingly, the carrying value (after specific valuation allowance) before and after modification through a troubled debt restructuring
may
not
change significantly, or
may
increase if the expected recovery is higher than the pre-modification recovery assessment.