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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

 

FORM 10-K

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

For the fiscal year ended December 31, 2023

or 

☐Transition Report Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to __________

Commission File Number 000-55627

 

US ALLIANCE CORPORATION

 

 

 

Kansas

26-4824142

 
 

State of Incorporation

IRS Employer Identification Number

 
    
 

1303 SW First American Place, Suite 200

Topeka, Kansas 66604

(785) 228-0200

 
 

Address, including zip code, of principal executive offices

Registrant's telephone number, including area code

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 par value per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☑

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☑

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ☐ 

Accelerated filer  ☐ 

Non-accelerated filer   ☐

Smaller reporting company  ☑ 

   

Emerging growth company  ☐ 

 

 
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☑

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

As of March 29, 2024 the aggregate market value of voting and non-voting common equity held by non-affiliates of US Alliance could not be calculated as no established public trading market for our equity exists.

 

 
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Applicable only to registrants involved in bankruptcy proceedings during the preceding five years

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  ☐    No  ☐

 

No established public trading market for our common stock currently exists. As of March 29, 2024, 7,748,922 shares of our common stock were outstanding.

Documents Incorporated By Reference

 

Information required by Part III of this Annual Report on Form 10-K is incorporated by reference to portions of our definitive proxy statement for our 2024 annual meeting of stockholders which we will file with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2023.

 

 

 
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true
 

TABLE OF CONTENTS

 

PART I

    

Item 1.

Business

1

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

11

Item 2.

Properties

11

Item 3.

Legal Proceedings

11

Item 4.

Mine Safety Disclosures

11
     

PART II

    

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

11

Item 6.

Selected Financial Data

12

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

Item 7A.

Quantitative And Qualitative Disclosures About Market Risk

26

Item 8.

Financial Statements and Supplementary Data

26

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

26

Item 9A.

Controls and Procedures

26

Item 9B.

Other Information

27
     

PART III

    

Item 10.

Directors, Executive Officers and Corporate Governance

27

Item 11.

Executive Compensation

27

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

27

Item 13.

Certain Relationships and Related Transactions and Director Independence

27

Item 14.

Principal Accountant Fees and Services

27
     

PART IV

    

Item 15.

Exhibits and Financial Statement Schedules

28
 

Exhibit Index

28
 

Signatures

32

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This report, and the Annual Report to Shareholders of which this report is a part, contain forward-looking statements within the meaning of the U.S. federal securities laws. You can identify forward-looking statements by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “projects,” “may,” “will” or “should,” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties, and similar references to future periods.

 

We base these and other forward-looking statements on our current expectations and assumptions regarding our business, the economy and other future conditions; however, our actual results may differ materially from those contemplated by the forward-looking statements. We caution you, therefore, that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Forward-looking statements, which by their nature relate to the future, are subject to inherent uncertainties, risks and changes in circumstances which we cannot easily predict. Important factors that could cause actual results to differ materially and adversely from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory, and health conditions.

 

Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

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PART I

 

ITEM 1.

BUSINESS.

 

Overview and History - 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 1303 SW First American Place, Suite 200, Topeka, Kansas 66604. Our telephone number is 785-228-0200 and our website address is www.usalliancecorporation.com.

 

USAC has four wholly-owned operating subsidiaries. US Alliance Life and Security Company ("USALSC") was incorporated June 9, 2011, to serve as our life insurance company. US Alliance Marketing Corporation ("USAMC") was incorporated April 23, 2012, to serve as a marketing resource. US Alliance Investment Corporation ("USAIC") was incorporated April 23, 2012 to serve as investment manager for USAC and its subsidiaries. Dakota Capital Life Insurance Company (“DCLIC”), was acquired on August 1, 2017 when USAC merged with Northern Plains Capital Corporation (“NPCC”) and was merged into USALSC on December 31, 2023. US Alliance Life and Security Company - Montana ("USALSC-Montana"), was acquired December 14, 2018. USALSC-Montana is a wholly-owned subsidiary of USALSC. Unless the context otherwise indicates, references in this registration statement to "we", "us", "our", or the "Company" refer collectively to USAC and its subsidiaries.

 

We initially capitalized our subsidiaries with proceeds from intrastate public offering(s) registered by qualification with the office of Kansas Securities Commissioner.

 

USALSC received a Certificate of Authority from the Kansas Insurance Department ("KID") effective January 2, 2012, and sold its first insurance product on May 1, 2013. USALSC re-domesticated to North Dakota in 2023. USALSC currently offers the following eight product categories:

 

 
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Solid Solutions Term Life Series®, Registered Trademark No. 4,740,828. This simplified issue term life insurance product is designed to provide coverage with a face value of $250,000 or less. This product features limited underwriting and is offered with 10, 20, 25, and 30 year terms.

 

 
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Sound Solutions Term Life Series®, Registered Trademark No. 4,740,827. This is a fully underwritten term life insurance product designed to provide coverage for higher face amounts. This product features multiple risk classifications and is offered with 15, 20, 25 and 30 year terms.

 

 
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Pioneer Whole Life. This is a traditional whole life insurance product designed to provide permanent coverage with a limited premium paying period. This product is sold with death benefits typically ranging from $25,000 to $100,000.

 

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Legacy Juvenile Series®, Registered Trademark No. 4,577,835. This product is term life insurance to age 25 available for purchase on children up to the age of 16 in an amount of $10,000 or $20,000 with a one-time premium payment.

 

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American Annuity Series®, Registered Trademark No. 4,582,074. This product is a flexible premium deferred annuity with initial rates guaranteed for five years by company practice.

 

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Thoughtful Pre-Need Series®, Registered Trademark No. 4,620,073. This series of products includes a single or multiple pay premium pre-need whole life insurance policy sold by funeral directors who are licensed by the KID in conjunction with a preplanned funeral. This product is typically sold with smaller death benefits than our traditional Pioneer Whole Life.

 

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Group Products. This is a series of group non-medical insurance products developed for the small group marketplace. These products are sold to employers and provide benefits for their employees. Our group suite of products includes group term life insurance, group long term disability, and group short term disability.

 

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Critical Illness. This individual policy provides cash benefits to the insured should certain defined illnesses or injuries occur.

 

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USALSC-Montana is not marketing products at this time.

 

Our single pay life products (which include our Juvenile and Pre-Need products) accounted for 64% of 2023 direct premium revenue. Our individual life and Critical Illness products (which include Term Life and Whole Life products) accounted for 19% of 2023 direct premium revenue. Our group products accounted for 17% of 2023 direct written premiums.

 

USALSC seeks opportunities to develop and market additional products.

 

Our business model also seeks the acquisition by USAC and/or its subsidiaries of other insurance and insurance related companies, including third-party administrators, marketing organizations, and rights to blocks of insurance business through reinsurance or other transactions.

 

Material Agreements and Partners - Effective January 1, 2013, USALSC entered into a reinsurance agreement with Unified Life Insurance Company (“ULIC”) to assume 20% of a certain block of health insurance policies. This agreement renews annually unless either party provides written notice of its intent not to renew at least 120 days prior to the expiration of the then-current term. The agreement provides for monthly settlement. For the year ended December 31, 2023, USALSC assumed premiums of $4,401,028.

 

On September 1, 2015, USALSC entered into an agreement to provide certain insurance administrative functions, data processing systems, daily operational services, management consulting, and marketing development to DCLIC. This agreement had an initial term of 60 months (beginning on September 1, 2015), continues month to month after the initial 60 month period, and requires 90-day advance written notice to terminate. In addition, the agreement requires that certain products will be exclusively administered by USALSC and administrative services with respect to such products may not be transferred without our consent. The agreement provides for monthly settlement. On August 1, 2017, DCLIC became a wholly-owned subsidiary of USALSC as described below. Subsequent to the acquisition of DCLIC, this agreement became an intra-company agreement and is eliminated as a part of the consolidation of the financial statements of the companies. On December 31, 2023, DCLIC was merged into USALSC.

 

On August 1, 2017 the Company acquired NPCC pursuant to a Plan and Agreement of Merger dated May 23, 2017, under which Alliance Merger Sub, Inc. (“Acquisition”), a wholly owned subsidiary of the Company, merged with and into Northern Plains (“Merger”) with Acquisition being the surviving company. Pursuant to the agreement, the Company exchanged .5841 shares of the Company’s common stock for each share of Northern Plains common stock, or 1,644,458 shares. Subsequent to the merger, Acquisition was merged into the Company and DCLIC was contributed to USALSC.

 

On September 30, 2017, USALSC entered into a coinsurance agreement with American Life and Security Corporation ("ALSC”) to assume 100% of a certain block of life insurance policies (the ”2017 ALSC Agreement”). USALSC is also the servicer of this block of policies. USALSC paid a ceding commission of $1,850,000 and received $7,153,663 from ALSC. The 2017 ALSC Agreement will remain in effect until all liabilities associated with this block of policies have been satisfied.

 

On December 31, 2020, USALSC and ALSC agreed to terminate a portion of the 2017 ALSC Agreement, pursuant to an amendment to the 2017 ALSC Agreement. USALSC transferred assets of $9,282,836 and received a ceding commission of $927,000.

 

On December 14, 2018, USALSC acquired Great Western Life Insurance Company ("GWLIC") pursuant to a Stock Purchase agreement entered into on October 11, 2018 with Great Western Insurance Company, a wholly-owned subsidiary of American Enterprise Group, Inc. USALSC paid $500,000 to acquire all outstanding shares of GWLIC. Subsequent to the acquisition, GWLIC was renamed US Alliance Life and Security Company – Montana.

 

On April 15, 2020, with an effective date of January 1, 2020, USALSC entered into a second coinsurance agreement with ALSC (the “2020 ALSC Agreement”) to assume a quota share percentage of a block of annuity policies.  As of December 31, 2023, the Company had $45.985 million in assumed annuity deposits under the 2020 ALSC Agreement.

 

On December 31, 2020, DCLIC entered into an assumption agreement with ALSC where it acquired a certain block of life insurance policies (the “ALSC Assumption Agreement”). Under the ALSC Assumption Agreement, DCLIC becomes directly liable to the policyholders of this block of business. DCLIC received assets equaling $9,282,836 and paid a ceding commission of $927,000 to ALSC.

 

On December 31, 2023 USALSC entered into a coinsurance agreement to acquire a block of life and annuity policies from Lewer Life Insurance Company.

 

USAC uses the actuarial firm of Miller & Newberg to provide valuation, pricing and illustration actuarial services for its insurance subsidiaries.

 

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Investments – USAC and USAIC contracted in 2013 with New England Asset Management, Inc. (“NEAM”), a Berkshire Hathaway subsidiary, to manage the investments of USALSC and a portion of the investments of USAC. USALSC and USALSC-Montana have investment management agreements with USAIC, who has a sub-advisory agreement with NEAM. USALSC-Montana was added to this agreement on December 14, 2018. The investment parameters are determined by North Dakota law, the NDID, and the Montana Insurance Department, as well as the internal investment policies of USALSC, USALSC-Montana and USAC.

 

As a part of its 2020 ALSC Agreement, USALSC contracted with 1505 Capital LLC (“1505 Capital”) to provide investment services on the assets, including mortgage loan participations, supporting this agreement.

 

USAC internally manages a portfolio of equities within its investment policy guidelines (as modified from time to time, "Investment Policy"), which consider type of investments and investment instruments, and establishes diversification benchmarks to help manage investment risk. USAC's investment in its subsidiaries is managed outside of its Investment Policy.

 

The USAC Investment Policy may be modified by USAC's Board of Directors (the "Board" or "Board of Directors") in compliance with applicable law.

 

The following summarizes USAC’s Investment Policy, effective September 13, 2018 as amended:

 

 
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Approved Investment Instruments. We may invest in the following approved investment classes in accordance with the restrictions and subject to the benchmark ranges set forth in our Investment Policy and described below:

 

 
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United States Government Securities — bonds or other evidences of indebtedness that are fully guaranteed or insured by the U.S. Government or any agency or instrumentality thereof.

 

 
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Securities of the District of Columbia, State, Insular or Territorial Possession Government of the United States —bonds or other evidences of indebtedness, without limitation, of the District of Columbia, State, or any political subdivision of such, or Insular or Territorial Possession of the United States.

 

 
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Canadian Government, Provincial and Municipal Obligations —bonds or other evidences of indebtedness issued by the Dominion of Canada, or by any Province thereof, or by any municipality, agency or instrumentality thereof.

 

 
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Fixed Income Obligations — bonds or other evidence of indebtedness issued, assumed or guaranteed by a corporation.

 

 
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Equity Interests - preferred stocks, common stocks, mutual funds, exchange traded funds, master limited partnerships and other securities representing equity ownership interests in a corporation, provided that we may not own more than 2% of any corporation, mutual fund, exchange traded fund, master limited partnership or other equity security.

 

 
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Real Estate - real estate for use in the operations of the Company, which we refer to as "Home Office Real Estate," or for the production of income. We may also invest in shares of beneficial interest in or obligations issued by a Real Estate Investment Trust qualified under pertinent sections of the United States Internal Revenue Code.

 

 
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Mortgage Loans - first-lien mortgage loans on commercial or residential property with loan to value of no greater than 80% at the time of purchase.

 

 
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Mortgage - Backed Securities - mortgage-backed securities issued by the Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), or a private entity. Any such securities must be rated investment grade by Moody's, S&P or Fitch.

 

 
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Asset-Backed Securities - asset-backed securities designated as investment grade by Moody's, S&P or Fitch or the equivalent rating by another nationally recognized statistical rating organization.

 

 
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Certificates of Deposit, Time Deposits, Overnight Bank Deposits, Banker's Acceptances and Repurchase Agreements - certificates of deposit, time deposits, overnight bank deposits, banker's acceptances issued by federally insured banks with maturities of 270 days or less from the date of acquisition, repurchase agreements with acceptable collateral and maturities of 270 days or less from date of acquisition.

 

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Commercial Paper - commercial paper of US corporations that are rated at least "A-2" by S&P or "P-2" by Moody's or the equivalent rating of another nationally recognized statistical rating organization if S&P or Moody's cease publishing ratings of these securities, and have maturities of 270 days or less from the date of acquisition.

 

 
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Money Market Accounts or Funds - money market accounts or funds that meet the following criteria:

 

 

■

A substantial portion of the assets of the money market account or fund must be comprised of certain qualifying investments instruments;

 

 

■

Issuers of the fund or account's investments must have a combined capital and surplus in excess of $500,000,000;

 

 

■

Maturities of 270 days or less from the date of acquisition;

 

 

■

Have net assets of not less than $500,000,000; and

 

 

■

Have the highest rating available of S&P, Moody's, or Fitch, or carry an equivalent rating by a nationally recognized statistical rating organization if the named rating agencies cease publishing ratings of investments.

 

 
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Diversification. Our portfolio is constructed to diversify risk with respect to asset class, geographical location, quality, maturity, business sector and individual issuer and issue concentrations.

 

 
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Benchmarks. We benchmark the allocation of our investments based on the criteria set forth in the table below to help assure our investments are appropriately diversified. The benchmarks may change to respond to market conditions. Based on market conditions and other considerations, investments in the approved investment instruments described are maintained in the following ranges:

 

% of Portfolio Cost Value

  

Asset Class

  

Minimum

    

Maximum

  

Cash/Short Term

     0 %     100 %

Investment Grade Fixed Income

     20 %     100 %

High Yield Fixed Income

     0 %     15 %

Equity

     0 %     50 %

Mortgage and Mortgage related

     0 %     50 %

Real Estate (including REITs)

     0 %     20 %

 

The Executive Committee of our Board of Directors may modify the above benchmark ranges at any time deemed appropriate based on current conditions. Any such modifications will be subject to approval by the full Board of Directors at its next regularly scheduled meeting. USALSC's, and USALSC-Montana’s investment policy, as a regulated insurance entity, contains additional investment limitations as required by law.

 

 
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Reporting. The President, CEO, or their respective designees provide monthly reports to the Board of Directors reflecting the securities purchased and sold during the quarter, securities held at the end of the quarter, current benchmarks and an overall evaluation of the portfolio's investment performance.

 

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Marketing and Distribution - USALSC uses independent consultants and referrals to market their products and build distribution channels among funeral homes, banks, accountants, independent insurance agencies, agents, insurance brokerage firms, business owners and other distribution channels as opportunities arise. USALSC works with other insurance companies who have captive or non-captive agents to broaden their product offerings.

 

Employees - As of December 31, 2023, USAC and its subsidiaries have eleven full-time employees and three part-time employees.

 

Reports to Security Holders - We provide reports to our stockholders, along with our audited year-end financial statements. In addition, all periodic reports and other information we file with the U.S. Securities and Exchange Commission (the “SEC”) are available for inspection and copying at the public reference facilities of the Securities and Exchange Commission located at 100 F Street N E, Washington, D C 20549.

 

Copies of such material may be obtained by mail from the Public Reference Section of the Securities and Exchange Commission, 100 F Street, N E, Washington, D.C. 20549, at prescribed rates.

 

Information on the operation of the Public Reference Room may be obtained by calling the SEC at l-800-SEC-0330. In addition, the Commission maintains a World Wide Website on the Internet at: http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. You may also find this information on our website (http://www.usalliancecorporation.com).

 

Implications of Having Been an Emerging Growth Company and Loss of Emerging Growth Company Status – We ceased being an emerging growth company on December 31, 2022, the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering in 2017.  Under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this extended transition period to comply with new or revised accounting standards that have different effective dates for public and private companies during the period in which we were an emerging growth company. As a result, our financial statements while we were an emerging growth company may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 

As a result of our ceasing to qualify as an emerging growth company, beginning in the fiscal year 2023, we are no longer able to take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to SEC reporting companies. Specifically, we are now required to:

 

• Comply with requirements that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

• Submit certain executive compensation matters to stockholder non-binding advisory votes;

 

• Submit for stockholder approval golden parachute payments not previously approved;

 

• Disclose certain executive compensation related items, although we remain subject to the scaled disclosure requirements of a smaller reporting company with respect to executive compensation disclosure.

 

Because the worldwide market value of our common stock held by non-affiliates, or public float, is below $250 million, we continue to qualify as a “smaller reporting company” as defined under the Exchange Act. Although we are no longer an emerging growth company, certain reduced disclosure and other requirements continue to be available to us because we are a smaller reporting company. As a smaller reporting company we are not required to:

 

• Have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and

 

• Present more than two years of audited financial statements in our registration statements and annual reports on Form 10-K and present any selected financial data in such registration statements and annual reports.

 

The additional compliance and reporting requirements resulting from the loss of our emerging growth company status may increase our legal and financial compliance costs and may result in an increase in demands on management resources. However, our continuing status as a smaller reporting company will reduce some of the additional expense and management attention necessary to be dedicated to such increased compliance obligations.

 

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ITEM 1A.

RISK FACTORS.

 

Risks Associated with an Investment in USAC Stock

 

We face many significant risks in the operating of our business and may face significant unforeseen risks as well. Our significant material risks are set forth below:

 

SHARE OWNERSHIP RISK - An investment in our voting common stock is speculative. Shares of our voting common stock constitute a high-risk investment in a developing business that has profitability with accumulated cumulative losses to date. No assurance or guaranty can be given that any of the benefits envisioned by our business plan will prove to be available to our stockholders, nor can any assurance or guaranty be given as to the actual amount of financial return, if any, which may result from ownership of our voting Common Stock. The entire value of the shares of USAC Common Stock may be lost.

 

OPERATING RISK - We faced the risks inherent in our a business, including limited capital, challenging product markets, limited revenues, as well as competition from better capitalized and more seasoned companies. We have no control over general economic conditions, competitors’ products or their pricing, customer demand, costs of marketing or advertising and hacking of our administrative systems. While we have been profitable 4 of the last 5 years, there can be no assurance that our insurance operations will be successful. The likelihood of future success must be considered in light of our history of operations with the cumulative accumulated operating losses. These risks make it difficult to accurately predict our future revenues or results of operations. Recent changes to accounting guidance increase the volatility of our operating results. As a result, our financial results fluctuate. The Company evaluates the financial condition of its reinsurers to minimize its exposure to losses from reinsurer insolvencies. Management believes that any liabilities arising from this contingency would not be material to the Company’s financial position. 

 

BREACH OF INTERNAL CONTROLS/FRAUD – Internal controls are established on all aspects of the business. If internal controls are breached, fraud, incorrect payment of funds, incorrect claim processing, or other material issues within the Company could result. Fraud from internal or external sources will hurt profitability and strain and limit financial resources needed for company

to grow.

 

GENERATIVE AI RISK – Generative AI challenges quality and accuracy; repeatability; data privacy; auditability; copyright; data quality; fraudulent use; skill of prompt engineering to derive useful outputs; as well as ethical considerations regarding bias, transparency, accessibility, accountability, and regulation.

 

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CYBER ATTACK – A variety of cyber attacks can leave any Company vulnerable to loss or theft of data, systems shutdown and a large-scale timeframe of being unable to conduct business related activities.

 

DEFICIENCY OF INTERNAL CONTROLS OVER FINANCIAL REPORTING – A deficiency of internal controls could leave assets vulnerable from accidental loss or loss from fraud. The integrity of the information used to make accurate business decisions could be compromised and could lead to being not in compliance with many federal, state and local laws and regulations affecting the operation of the business.

 

STRUCTURAL RISK/SYSTEMS RISK – The loss of primary, secondary and back-up power systems at office or at cloud data facilities, failure of networking devices, file servers, server crashes or undiagnosed errors masked by automated failure detection systems can lead to catastrophic failure of core systems and large scale downtime events.

 

REINSURANCE RELATIONSHIP RISK – The Company relies upon its reinsurers to provide expertise, financial strength, and growth opportunities and they play a key role in the success of the Company. The loss of a key reinsurance relationship could impact the future success of the Company.

 

LIQUIDITY RISK – While USAC is considered a “public company” by the SEC, there is no public market for USAC Common Stock, and there is no assurance that one will develop or be sustained, or that USAC Common Stock will become publicly traded. As noted in the 2015 prospectus and subsequent post-effective amendments which have been filed with the office of the Security Commissioner in Kansas, it may be difficult to sell shares of USAC Common Stock. Our securities are not listed for trading on any national securities exchange nor are bid or asked quotations reported in any over-the-counter quotation service and we do not intend to seek any such listing in the foreseeable future.

 

PROFITABILITY - As is common among small life insurance companies, we have historically incurred significant losses. As of December 31, 2023 we had a consolidated accumulated deficit of $10.5 million. These losses were attributable primarily to costs of administration, volatility in net investment gains and losses, the substantial costs of writing new life insurance (which are deferred and amortized in accordance with our deferred acquisition policy) and include first year commissions payable to insurance agents, medical and investigation expenses as well as other expenses incidental to the issuance of new policies as well as with the reserves required to be established for each policy. However, the Company has been profitable in 2019, 2020, 2021 and 2023.

 

DIVIDENDS - We have not paid a cash dividend on USAC Common Stock and we do not anticipate paying a cash dividend in the foreseeable future. We intend to retain available funds to be used in the expansion of operations. The success of any investment in USAC Common Stock will depend upon any future appreciation in its value which depends upon the success of our life insurance subsidiaries. We cannot guarantee that our common stock will appreciate in value or achieve or maintain a value equal to the price at which shares were purchased. Further, a market may never develop to sell shares of USAC Common Stock.

 

CAPITAL RISK - The law requires adequate capital and surplus calculated in accordance with statutory accounting principles prescribed by state insurance regulatory authorities to meet regulatory requirements. The amount of capital and surplus required is based on certain “risk-based capital” standards established by statute and regulation and administered by regulators. The “risk-based capital” system establishes a framework for evaluating the adequacy of the minimum amount of capital and surplus, calculated in accordance with statutory accounting principles, necessary for an insurance company to support its overall business operations. If we fail to maintain required capital levels, our ability to conduct business would be compromised.

 

DILUTION RISK - We continue to have additional offerings of our securities to raise additional capital to fund our growth. In February, 2010, we filed a prospectus with the Kansas Securities Commission to register shares of USAC Common Stock and warrants to purchase USAC Common Stock. In February 2015, we filed a Prospectus with the Kansas Securities Commission to register the common stock to be issued upon the exercise of the warrants, and in January 2016, filed a Supplement to the Prospectus to register an additional 1,500,000 shares of USAC Common Stock. This offering has been renewed annually by post-effective amendments to the original 2015 offering. We also commenced a private placement of USAC Common Stock in North Dakota in 2017. Any additional offerings of USAC securities that we may conduct in the future will reduce the ownership percentage of existing shareholders and be accretive to existing stockholder book value.

 

KEY EXECUTIVE RISK - The loss of services from a key executive could have a material adverse effect on our ability to execute our business plan. This could hamper profitability, response time, productivity, image, reputation and confidence.  USAC has entered into employment agreements with its principal executive officer and principal officer, but such agreements cannot guarantee that such officers may not separate from the Company during the terms of their respective employment agreements or thereafter.  The death or disability of either of our executive officers would also have an adverse effect on the Company.

 

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SEC REGISTRATION - USAC is a “public company” as defined by the Securities and Exchange Commission. As such, we incur significant legal, accounting and other expenses under the Exchange Act and the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC. These rules impose various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and appropriate corporate governance practices. Our management and other personnel are required to devote a substantial amount of time to these compliance requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and are time-consuming and costly.

 

LOSS OF EMERGING GROWTH COMPANY STATUS - The Company ceased to be deemed an “emerging growth company” as of December 31, 2022.  As a result, the costs and demands placed upon management may increase, as beginning with the fiscal year ended December 31, 2023, the Company is now required to comply with additional disclosure and accounting requirements. However, as long as the aggregate value of the Company’s common stock held by non-affiliates remains less than $250 million, the Company will qualify as a “smaller reporting company” as well as a “non-accelerated filer” eligible for relief from certain disclosure and reporting requirements. This will reduce some of the additional expense and management attention necessary to be dedicated to compliance.

 

Smaller reporting companies are able to provide simplified executive compensation disclosure, are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and have certain other reduced disclosure obligations.

 

POTENTIAL ACQUISITION RISK - In addition to our organic growth, we pursue strategic acquisitions of insurance related companies that meet our acquisition criteria. However, suitable acquisition candidates may not be available on terms and conditions that are economically beneficial to us. In pursuing acquisitions, we compete with other companies, who may have greater financial and other resources than us. Further, if we succeed in consummating acquisitions, our business, financial condition and results of operations may be negatively affected.

 

 

●

An acquired business may not achieve anticipated revenues, earnings or cash flows;

 

 

●

We may assume liabilities that were not disclosed or exceed estimates;

 

 

●

We may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner;

 

 

●

Acquisitions could disrupt our on-going business, distract our management and divert our financial and human resources;

 

 

●

We may experience difficulties operating in markets in which we have no or only limited direct experience; and

 

 

●

There is the potential for loss of customers and key employees of any acquired company.

 

MARKETING STRATEGY RISK - Premium written depends primarily on our products, product pricing and ability to choose and timely and adequately train and motivate agents, producers, and brokers to sell our products.

 

Large life companies who have greater financial resources, longer business histories, and who may have more products present significant competition to smaller insurance companies. These larger companies also generally have large distribution capabilities which makes it difficult to build our company.

 

Independent agents are not required to sell the Company’s products and are free to sell products from other licensed companies. We are committed to working to educate and incentivize independent agents to sell our products.

 

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THE COMPANY’S INVESTMENTS ARE SUBJECT TO MARKET AND CREDIT RISKS - Our invested assets, are subject to customary risks of credit defaults and changes in fair value and/or market value. Factors that may affect the overall default rate on and fair value of the Company’s invested assets include interest rate levels and changes, availability and cost of liquidity, financial market performance, and general economic conditions.

 

NO INSURANCE RATING RISK – USACSC and USALSC-Montana have not been rated by a rating agency. The lack of a rating could result in loss of faith from producers, E&O carriers and consumers seeking products from a rated company, as well as a negative impact on ability to compete with rated companies.

 

Insurance ratings reflect the rating agencies’ opinion of an insurance company’s history, financial strength, operating performance and ability to meet its obligations to policyholders. There can be no assurance that USALSC, DCLIC, or USALSC-Montana will be rated by a rating agency or that any rating, if and when received, will be favorable.

 

Risks Associated with Companies in the Life Insurance Industry, including USAC and its subsidiaries

 

GENERAL REGULATORY RISK -All insurance operations are subject to government regulation in each of the states in which they conduct business. Such regulatory authority is vested in state agencies having broad administrative power dealing with all aspects of the insurance business, including premium rates, policy forms, and capital adequacy, and is concerned with the protection of policyholders rather than stockholders. Among other matters, the regulations require prior approval of acquisitions of insurance companies, solvency standards, licensing of insurers and their agents, investment restrictions, deposits of securities for the benefit of policyholders, approval of policy forms and premium rates, periodic examinations, and reserves for unearned premiums, losses and other matters.

 

Compliance with insurance regulation is costly and time consuming, requiring the filing of detailed annual reports, and the business and accounts are subject to examination by the applicable state insurance regulator.

 

Increased scrutiny has been placed upon the insurance regulatory framework during the past several years, and certain state legislatures have considered or enacted laws that alter, and in many cases increase, state authority to regulate insurance companies and insurance holding company systems. The National Association of Insurance Commissioners (“NAIC”) and state insurance regulators reexamine existing laws and regulations on an ongoing basis, and focus on insurance company investments and solvency issues, risk-based capital guidelines, interpretations of existing laws, the development of new laws, the implementation of non-statutory guidelines and the circumstances under which dividends may be paid. Future NAIC initiatives, and other regulatory changes, may have a material adverse impact on the insurance industry. There is no assurance the regulatory requirements of the departments of insurance of their respective state of domicile or a similar department in any other state in which they may wish to transact business can be satisfied.

 

Individual state guaranty associations assess insurance companies to pay benefits to policyholders of insolvent or failed insurance companies. The amount of any future assessments to be made from known insolvencies cannot be predicted.

 

REGULATORY FACTORS RISK – Broad insurance laws in the states in which we do business give insurance regulators broad regulatory authority. Combined with the Dodd-Frank Wall Street Reform and Consumer Protection Act, this authority can allow regulators to interpret and implement additional rules that may take several years to complete. The ultimate outcome of regulatory rulemaking proceedings cannot be predicted with certainty and the regulations promulgated could have a material impact on consolidated financial results or financial condition.

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) reshaped financial regulations in the United States by creating new regulators, regulating new markets and firms, and providing additional enforcement powers to regulators. Virtually all major areas of the Reform Act continue to be subject to regulatory interpretation and implementation rules requiring rulemaking. The ultimate outcome of the regulatory rulemaking proceedings cannot be predicted. The regulations promulgated could have a material impact on consolidated financial results or financial condition.

 

COMPETITION RISK - Large life insurance companies who have greater financial resources, longer business histories, and who may have more products present significant competition to smaller insurance companies. These larger companies also generally have large distribution opportunities which makes product distribution difficult in building a small company.

 

ASSUMPTION RISK - In the life insurance business, assumptions as to expected mortality, lapse rates and other factors in developing the pricing and other terms of life insurance products are made. These assumptions are based on industry experience and are reviewed and revised regularly by an outside actuary to reflect actual experience on a current basis. Variation of actual experience from that assumed in developing such terms may affect a product’s profitability or sales volume and in turn adversely impact revenues.

 

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LIABILITY RISK - Underestimating future policy benefits results in incurring additional expenses at the time a company becomes aware of the inadequacy. As a result, the ability to achieve profits would suffer as a result of such underestimates.

 

INTEREST RATE RISK - Spread is the difference between the amounts that the insurance company is required to pay under the contracts and the amounts the insurance company is able to earn on its investments intended to support its obligations under the contracts. Interest rate fluctuations could impair an insurance company’s ability to pay policyholder benefits with operating and investment cash flows, cash on hand and other cash sources. Annuity products expose the risk that changes in interest rates will reduce any spread. Spread is a key component of net income.

 

To the extent that interest rates credited are less than those generally available in the marketplace, policyholder lapses, policy loans and surrenders, and withdrawals of life insurance policies and annuity contracts may increase as contract holders seek to purchase products with higher returns. This process may result in cash outflows requiring that an insurance subsidiary sell investments at a time when the prices of those investments are adversely affected by the increase in market interest rates, which may result in realized investment losses.

 

Increases in market interest rates may negatively affect profitability in periods of increasing interest rates. The ability to replace invested assets with higher yielding assets needed to fund higher crediting rates that may be necessary to keep interest sensitive products competitive.

 

LAPSE AND WITHDRAWAL RISK - Policy lapses in excess of those actuarially anticipated would have a negative impact on financial performance. Profitability would be reduced if lapse and surrender rates exceed the assumptions upon which the insurance policies were priced. Policy sales costs are deferred and recognized over the life of a policy. Excess policy lapses, however, cause the immediate expensing or amortizing of deferred policy sales costs. In addition, some of our policies allow holders to withdraw all or some of the policy’s value, and withdrawals beyond those anticipated could impact our business.

 

OPERATIONAL RISK - In the insurance industry, successful incorporation and functionality of the internal audit function, the evolution of financial and administrative internal controls to safeguard human, facility and financial assets electronically including anti-fraud initiatives and compliance with anti-money laundering requirements as well as an effective disaster recovery program and effective business continuity programs, are necessary.

 

TAX LAW RISK - Congress considers legislation that could adversely affect the sale of life insurance products compared with other financial products. There can be no assurance as to whether such adverse legislation will be enacted or, if enacted, whether such legislation would contain provisions with possible adverse effects on any annuity and life insurance products that we and our operating subsidiaries develop.

 

Under the Internal Revenue Code, income taxes payable by policyholders on investment earnings is deferred during the accumulation period of certain life insurance and annuity products. This favorable tax treatment may give certain insurance products a competitive advantage over other non-insurance products. To the extent that the Internal Revenue Code may be revised to reduce the tax-deferred status of life insurance and annuity products, or to increase the tax-deferred status of competing products, insurance companies would be adversely affected with respect to their ability to sell products. Also, depending on grandfathering provisions, the surrenders of existing annuity contracts and life insurance policies might increase. In addition, life insurance products are often used to fund estate tax obligations. We cannot predict what future tax initiatives may be proposed with respect to the estate tax or other taxes which may adversely affect us.

 

REINSURANCE RISK -In order to manage the risk of financial exposure to adverse underwriting results, reinsurers accept a portion of the risk of other insurance companies. However, the direct insurer remains liable with respect to ceded insurance should any reinsurer fail to meet the obligations assumed by the reinsurer.

 

COVID-19 RISK - The outbreak and world-wide spread of the COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in financial market, and the prolonged impact of COVID-19 could affect various aspects of our business.  Following the initial outbreak of the virus, virtually all of USAC's operations were performed by employees working remotely.  We have returned to in-office work, other than occasional temporary office closures due to exposures, and four employees who work remotely due to their geographic locations.  While we have not experienced significant disruptions to our business, we have experienced higher claims on our insurance products which may be due in part to the COVID-19 pandemic.  In addition, our investment portfolio may be adversely affected as a result of uncertainty surrounding the pandemic and its outcome.  While we have taken precautionary measures we deem appropriate in response to the COVID-19 pandemic, the prolonged impact of COVID-19 could negatively affect our business. 

 

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ITEM 1B.

UNRESOLVED STAFF COMMENTS.

 

Not applicable.

 

ITEM 1C.

CYBERSECURITY.

 

Risk management is an essential component of our culture and business model. Guarding against the specific risks posed by cybersecurity threats has been and will continue to be very dynamic in nature, requiring that we remain agile and aware of internal and external changes. We recognize that cybersecurity threats can be among the most critical risks facing large companies. As a result, cybersecurity is treated as a Board-level matter and overseen by the Board. However, both the Board and management have an integral role in the identification, assessment and management of cybersecurity risk.

 

Management engages third parties with relevant expertise in assessing and managing cybersecurity threats.  As a general matter, we take a proactive approach to assessing and monitoring cybersecurity-specific risks that is oriented around monitoring emerging external threats, ensuring controls are in place to identify and manage risk within our technology environment and creating a culture of vigilance across the organization.  Annually we hire a third party to test for and resolve weaknesses and vulnerabilities within our systems and applications by using network and infrastructure vulnerability testing.  

 

Our awareness and training program creates a risk-aware culture to ensure employees understand cybersecurity threats and are accountable for completing required training.  We have an enterprise incident management plan that provides a framework for preparing for, managing and responding to cybersecurity incidents that may arise.

 

No risks from any known cybersecurity incidents have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. For further discussion related to how cybersecurity risks may impact our performance in the future, see Item 1A. “Risk Factors.”

 

ITEM 2.

PROPERTIES.

 

USAC and its subsidiaries share offices located at 1303 SW First American Place, Suite 200, Topeka, Kansas 66604 in a building purchased by DCLIC on November 15, 2020.

 

ITEM 3.

LEGAL PROCEEDINGS

 

Neither the Company nor any of its principals are presently engaged in any material pending litigation which might have an adverse impact on its net assets.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

PART II

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

 

(a)

Market Information

 

There is no established trading market for our voting common stock. Our securities are not listed for trading or quoted on any national securities exchange nor are bid or asked quotations reported in any over-the-counter quotation system.

 

As of December 31, 2023, we had issued and outstanding 7,748,922 shares of our voting common stock. No other equity securities of the Company have been issued.

 

 

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   (b)  Holders of Record

 

As of March 29, 2024 there are approximately 3,500 holders of record of our voting common stock.

 

 

(c)

Dividends

 

We have not paid dividends on USAC Common Stock and do not anticipate paying dividends in the foreseeable future. We intend to retain any future earnings for reinvestment into our business.

 

 

(d)

Securities Authorized for Issuance Under Equity Compensation Plans

 

We have not established any equity compensation plans or granted any equity awards under such plans. As a result, there are no securities authorized for issuance under such plans.

 

 

(e)

Recent Sales of Unregistered Securities

 

During the year ended December 31, 2023, the Company did not issue any shares pursuant to an offering to residents of the state of Kansas that was registered with the Kansas Securities Commissioner (the “Kansas Offering”).

 

The Kansas Offering was self-underwritten and sold through agents of the Company licensed to sell securities in Kansas. Proceeds from the sale of common stock were used to finance the growth of the Company’s life insurance subsidiary and to provide working capital for the Company. The Kansas Offering was exempt from registration under Section 3(a)11 of the Securities Act of 1933 for securities offered and sold on a wholly intrastate basis. The shares of common stock were sold only to bona fide residents of the state of Kansas.

 

During the year ended December 31, 2023, the Company issued 2,000 shares of common stock, for aggregate consideration of $14,000, pursuant to a private placement offering to accredited investor residents of the state of North Dakota (the “North Dakota Offering”).  Proceeds from the sale of shares in the North Dakota Offering were used to finance the growth of the Company and to provide working capital for the Company. The North Dakota Offering and sales of shares thereunder were not registered with the SEC in reliance on an exemption for registration under Rule 506(b) of Regulation D under this Securities Act of 1933 (“Reg D”).  Shares were sold only to “accredited investors”, as that term is defined in Rule 501 of Reg D, and were not sold by any means of general advertisement or solicitation. 

 

ITEM 6.

[Reserved.]

 

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ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included in this Form 10-K. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, including those relating to the Covid-19 pandemic, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

 

Overview

 

USAC was formed as a Kansas corporation on April 24, 2009 for the purpose of raising capital to form a new Kansas-based life insurance company. We presently conduct our business through our four wholly-owned subsidiaries: USALSC, a life insurance corporation; USALSC-Montana, a life insurance corporation; USAMC, an insurance marketing corporation; and USAIC, an investment management corporation

 

On January 2, 2012, USALSC was issued a Certificate of Authority to conduct life insurance business in the State of Kansas. We began third party administrative services in 2015. USALSC re-domesticated to North Dakota in 2023. USALSC is currently authorized to conduct business in 18 states.

 

On August 1, 2017, the Company merged with Northern Plains Capital Corporation with the Company being the ultimate surviving entity. As a result of this merger, the Company acquired Dakota Capital Life Insurance Company which became a wholly owned subsidiary of USALSC. In 2023, Dakota Capital Life Insurance Company was merged into USALSC.

 

On December 14, 2018, the Company acquired Great Western Life Insurance Company. Great Western Life Insurance Company was renamed US Alliance Life and Security Company – Montana and is a subsidiary of USALSC.

 

The Company assumes business under reinsurance treaties. On January 1, 2013, the Company entered into an agreement to assume 20% of a certain block of health insurance policies from Unified Life Insurance Company. On September 30, 2017, the Company entered into the 2017 ALSC Agreement to assume 100% of a certain block of life insurance policies from ALSC. On April 15, 2020, with an effective date of January 1, 2020, the Company entered into the 2020 ALSC Agreement to assume a quota share percentage of a block of annuity policies. Effective December 31, 2020 USALSC entered into an agreement with ALSC, which provided for ALSC to recapture all reserves previously ceded to USALSC with respect to a portion of the 2017 ALSC Agreement.

 

On December 31, 2023 USALSC entered into an agreement with Lewer Life Insurance LLIC to assume a block of life and annuity policies.

 

 

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Mergers and Acquisitions

 

On May 23, 2017 the Company entered into a definitive merger agreement with Northern Plains Capital Corporation. The merger transaction closed on August 1, 2017. NPCC shareholders received .5841 shares of US Alliance Corporation stock for each share of NPCC stock owned. USAC issued 1,644,458 shares of common stock to holders of NPCC shares.

 

On October 11, 2018 the Company entered into a stock purchase agreement with Great Western Insurance Company to acquire Great Western Life Insurance Company. The transaction closed on December 14, 2018. USALSC paid $500,000 to acquire all of the outstanding shares of GWLIC.

 

Effective December 31, 2020, DCLIC acquired a block of life insurance policies according to the terms of an assumption agreement with ALSC. The Company acquired fixed maturity securities and cash of $9,181,100, assumed liabilities of $10,972,785 and recorded VOBA of $2,163,541.

 

On December 31, 2023, DCLIC was merged into its parent company, USALSC.

 

Critical Accounting Policies and Estimates

 

Our accounting and reporting policies are in accordance with GAAP. Preparation of the consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The following is an explanation of our accounting policies and the estimates considered most significant by management. These accounting policies inherently require significant judgment and assumptions and actual operating results could differ significantly from management’s estimates determined using these policies. We believe the following accounting policies, judgments and estimates are the most critical to the understanding of our results of operations and financial position. A detailed discussion of significant accounting policies is provided in this report in the Notes to Consolidated Financial Statements included with this annual report.

 

 

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Valuation of Investments

 

The Company's principal investments are in fixed maturity, mortgages, and equity securities. Fixed maturity, classified as available for sale, are carried at their fair value in the consolidated balance sheets, with unrealized gains or losses recorded in comprehensive income (loss). Our fixed income investment manager utilizes external independent third-party pricing services to determine the fair values of investment securities available for sale.  Equity securities are carried at their fair value in the consolidated balance sheets, with unrealized gains or losses recorded in net income (loss). Mortgages, including mortgage loan participations, are carried at unpaid principal balances, net of any unamortized premium or discount and valuation allowances.

 

The recognition of credit losses on debt securities is dependent on the facts and circumstances related to the specific security. If we determine a credit loss exists, the difference between amortized cost and fair value is recognized in the consolidated statements of comprehensive income (loss).  Our membership in the Federal Home Loan Bank (“FHLB”) provides additional liquidity which further reduces the likelihood that we would be required to sell a security prior to recovery.  

 

Mortgage loans on real estate, including mortgage loan participations, 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 net investment gains (losses) on the consolidated statements of comprehensive income (loss).

 

 

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Other invested assets include collateral loans and private credit investments. The collateral loans and private credit investments are carried at fair value.  The inputs used to measure these assets are classified as Level 3 within the fair value hierarchy.

 

Limited partnership interests consists of an investment in Mutual Capital Investment Fund. Limited partnerships interests are carried at net asset value.

 

Deferred Acquisition Costs

 

Incremental direct costs, net of amounts ceded to reinsurers, that result directly from and are essential to a product sale and would not have been incurred by us had the sale not occurred, are capitalized, to the extent recoverable, and amortized over the life of the premiums produced. Recoverability of deferred acquisition costs is evaluated periodically by comparing the current estimate of the present value of expected pretax future profits to the unamortized asset balance. If this current estimate is less than the existing balance, the difference is charged to expense.

 

Future Policy Benefits

 

We establish liabilities for amounts payable under insurance policies, including traditional life insurance and annuities. Generally, amounts are payable over an extended period of time. Liabilities for future policy benefits of traditional life insurance have been computed by using a net level premium method based upon estimates at the time of issue for investment yields, mortality and withdrawals. These estimates include provisions for experience less favorable than initially expected. Mortality assumptions are based on industry experience expressed as a percentage of standard mortality tables. Such liabilities are reviewed quarterly by an independent consulting actuary.

 

 

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New Accounting Standards

 

A detailed discussion of new accounting standards is provided in the Notes to Consolidated Financial Statements beginning on p. F-7 of this annual report.

 

Discussion of Consolidated Results of Operations

 

Total Income. Insurance revenues are primarily generated from premium revenues and investment income. Total income for the years ended December 31, 2023 and 2022 are summarized in the table below.

 

   

Years Ended December 31,

  
   

2023

    

2022

  

Income:

                

Premium income

   $ 13,131,574     $ 12,815,238  

Net investment income

     6,412,669       4,798,199  

Net investment gains (losses)

     1,016,561       (1,925,086 )

Other income

     353,254       317,502  

Total income

     20,914,058       16,005,853  

 

Our 2023 total income increased to $20,914,058, an increase of $4,908,205 or 31% from the 2022 total income of $16,005,853. The increase is driven by net investment gains, net investment income, and by increases in our premium income.  The Company was required to implement a new accounting standard in 2019 which results in unrealized gains and losses on equity securities being included in total income. This standard continues to result in increased volatility in total income.

 

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The following graph summarizes our five-year trend of total income:

 

pic2.jpg

 

Premium income: Premium income for 2023 was $13,131,574 compared to $12,815,238 in 2022, an increase of $316,336 or 2%. The increase was driven by an increase in direct single and recurring premiums. Even though it is a reduction in revenue, ceded premium increases reflect the growth of our group policy premiums as we focused on small companies to assist them with their employee benefits.

 

Direct, assumed and ceded premiums for the years ended December 31, 2023 and 2022 are summarized in the following table.

 

   

Years Ended December 31,

  
   

2023

    

2022

  
                 

Direct

   $ 9,988,176     $ 9,629,831  

Assumed

     4,543,477       4,400,339  

Ceded

     (1,400,079 )     (1,214,932 )

Total

   $ 13,131,574     $ 12,815,238  

 

The Company continuously searches for new product and distribution opportunities to continue to increase premium production on both a direct and assumed basis.

 

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Investment income, net of expenses: The components of net investment income for the years ended December 31, 2023 and 2022 are as follows:

 

   

Years Ended December 31,

  
   

2023

    

2022

  
                 

Fixed maturities

   $ 4,712,515     $ 2,159,129  

Mortgages

     1,678,623       758,362  

Equity securities

     686,999       669,721  

Funds withheld

     -       1,581,453  

Other invested assets

     218,784       47,241  

Cash and cash equivalents

     129,188       47,285  
      7,426,109       5,263,191  

Less investment expenses

     (1,013,440 )     (464,992 )
    $ 6,412,669     $ 4,798,199  

 

Net investment income for 2023 was $6,412,669, compared to $4,798,199 in 2022, an increase of $1,614,470 or 34%. This increase in investment income is a result of improved yields. We converted our funds withheld asset to funds paid in the fourth quarter of 2022 and those assets transferred at fair value. Due to the increase in interest rates, this resulted in a temporary loss being reflected in our funds withheld income. While these assets are classified as available for sale, we anticipate holding them to maturity.  This will result in the recognition of income over the life of those assets as they amortize to par value.

 

Net investment gains (losses): Net investment gains for 2023 were $1,016,561, compared to losses of $1,925,086 for 2022, an increase of $2,941,647. The net investment gains are attributable to increases in the value of our equity securities and derivatives driven by market volatility and required by accounting standards to be included in our calculation of net income. Net investment gains for 2023 were comprised of $1,711,411 of unrealized gains in our equity portfolio, unrealized losses on derivative assets of $65,978 and realized losses of $628,872. Net investment losses for 2022 were comprised of $1,638,847 of unrealized losses in our equity portfolio, unrealized losses of $177,596 on our funds withheld asset, and realized losses of $108,643. Realized gains and losses related to the sale of securities for the years ended December 31, 2023 and 2022 are summarized as follows:

 

   

Years Ended December 31,

  
   

2023

    

2022

  

Gross gains

   $ 14,399     $ 24,720  

Gross losses

     (772,000 )     (133,363 )

Realized gains (losses)

   $ (757,601 )   $ (108,643 )
                 
                 

Mortgage loans on real estate

     128,729       -  

Decrease in allowance for credit losses

   $ 128,729     $ -  

 

Other income: Other income for the year ended December 31, 2023 was $353,254 compared to $317,502 in 2022, an increase of $35,752.

 

Expenses. Expenses for the year ended December 31, 2023 and 2022 are summarized in the table below.

 

   

Years Ended December 31,

  
   

2023

    

2022

  

Expenses:

                

Death claims

    $ 3,432,119     $ 2,994,386  

Policyholder benefits

     6,342,303       6,553,901  

Increase in policyholder reserves

     4,589,538       4,207,703  

Commissions, net of deferrals

     837,560       777,162  

Amortization of deferred acquisition costs

     1,407,503       1,205,554  

Amortization of value of business acquired

     92,420       92,420  

Salaries & benefits

     1,627,644       1,465,259  

Other operating expenses

     1,959,242       2,014,953  

Total expense

   $ 20,288,329     $ 19,311,338  

 

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Table of Contents

 

The following chart and graph summarizes our five-year expense trend: 

 

   

Increase in

    

Other

                    

% of Operating
   

Policyholder

    

Policy-related

    

Operating

    

Total

    

Expense to

Year

  

Reserves

    

Expenses

    

Expenses

    

Expenses

    

Total Expense

2019

     2,599,575       6,737,672       2,460,989       11,798,236       21 %

2020

     3,359,609       8,964,121       3,649,000       15,972,730       23 %

2021

     4,063,488       10,627,532       3,244,412       17,935,432       18 %

2022

     4,207,703       11,623,423       3,480,212       19,311,338       18 %

2023

     4,589,538       12,111,905       3,586,886       20,288,329       18 %
 
pic3.jpg

 

Increases in policyholder reserves represents funds that we maintain and invest for the future benefit of our policyholders. Other policy-related expenses represent the other expenses associated with fulfilling our obligations to our policyholders and producers. Operating expenses represent the costs to operate the company and consists of salaries and benefits and other operating expenses. 

 

Death claims: Death benefits were $3,432,119 in the year ended December 31, 2023 compared to $2,994,386 for 2022, an increase of $437,733 or 15%. This increase is attributable to our growing block of in-force pre-need life insurance policies. We expect these claims to grow as we continue to increase the size of our in-force business. 

 

Policyholder benefits: Policyholder benefits were $6,342,303 in the year ended December 31, 2023 compared to $6,553,901 in 2022, a decrease of $211,598 or 3%. The primary driver of this decrease is surrender charge income on our assumed annuities. Surrender charge income reduces policyholder benefits.

 

Increase in policyholder reserves: Policyholder reserves increased $4,589,538 in the year ended December 31, 2023, compared to $4,207,703 in 2022, an increase of $381,835 or 9%. The growth in reserves is the result of increased pre-need in-force policies.

 

Commissions, net of deferrals: The Company pays commissions to the ceding company on a block of assumed policies as well as commissions to agents on directly written business. Commissions, net of deferrals, were $837,560 in the year ended December 31, 2023, compared to $777,162 in 2022, an increase of $60,398 or 8%. This increase is due to an increase in and changing mix of premiums.

 

Amortization of deferred acquisition costs: The amortization of deferred acquisition costs ("DAC") was $1,407,503 in the year ended December 31, 2023, compared to $1,205,554 in 2022, an increase of $201,949 or 17%. The increase is driven by normal adjustments to DAC amortization which occur over the life of a policy.

 

Amortization of value of business acquired: The amortization of value of business acquired (“VOBA”) was $92,420 in the years ended December 31, 2023 and 2022, respectively.  VOBA is being amortized straight-line over 30 years.

 

Salaries and benefits: Salaries and benefits were $1,627,644 for the year ended December 31, 2023, compared to $1,465,259 in 2022, an increase of $162,385 or 11%. The increase was driven by increased employee compensation costs and additional team members.

 

Other expenses: Other operating expenses were $1,959,242 in the year ended December 31, 2023, compared to $2,014,953 in 2022, a decrease of $55,711 or 3%. The decrease is driven by decreased marketing and building related expenses.

 

20
Table of Contents

 

Federal income tax benefit: In the year ended December 31, 2023, the Company recognized a deferred income tax benefit of $852,347. In the year ended December 31, 2022, the Company recognized a deferred income tax benefit of $149,000.  These benefits are the result of changes in the deferred tax asset and deferred tax asset valuation allowance. 

 

Net Income (loss): Our net income was $1,478,076 in the year ended December 31, 2023 compared to net loss of $3,156,485 in 2022, an increase of $4,634,561. Our net income per share was $0.19 compared to net loss per share of $0.41 in 2022, basic and diluted.

 

The following graph illustrates our five-year trend of net income (loss) per share:

 

pic4.jpg

 

Discussion of Consolidated Balance Sheet

 

Assets. Assets have increased to $126,084,636 as of December 31, 2023, an increase of $7,642,044 or 6% from December 31, 2022 assets of $118,298,297. This is primarily the result of an increase in fixed maturity securities and cash and cash equivalents.

 

Available for sale fixed maturity securities: As of December 31, 2023, we had available for sale fixed maturity assets of $74,509,520, an increase of $9,193,442 or 14% from the December 31, 2022 balance of $65,316,077. The increase is driven by new purchases and increased market value.

 

Equity securities, at fair value: As of December 31, 2023, we had equity assets of $3,585,885, a decrease of $3,809,159 or 52% from the December 31, 2022 balance of $7,395,044. This decrease is driven by the sale of equity securities.

 

Limited partnership interests: As of December 31, 2023, we had limited partnership interests of $389,827.  This is related to our investment in the Mutual Capital Investment Fund.  We had no such balance at December 31, 2022.

 

Mortgage loans on real estate: As of December 31, 2023, we had mortgage loans on real estate of $19,617,253, a decrease of $4,172,820 or 18% from the December 31, 2022 balance of $23,790,073. The decrease is the result of mortgage loan participations being paid off.

 

Other invested assets: As of December 31, 2023, we had other invested assets of $2,239,683, an increase of $478,906 or 27% from the December 31, 2022 balance of 1,760,777. The increase was driven by additional purchases.

 

Policy loans: As of December 31, 2023, our policy loans were $26,132, a decrease of $8,848 or 25% from the December 31, 2022 balance of $34,980. The decrease is a result of policy loans being repaid.

 

Real estate, net of depreciation: As of December 31, 2023, we had real estate assets of $1,686,668 related to our home office building, an increase of $312,952 from the December 31, 2022 balance of $1,373,716. The increase is the result of additional investments in the building.

 

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Table of Contents

 

Cash and cash equivalents: As of December 31, 2023, we had cash and cash equivalent assets of $8,982,138, an increase of $4,890,631 or 120% from the December 31, 2022 balance of $4,091,507. This increase was the result assets paying off or maturing at the end of the year.

 

Investment income due and accrued: As of December 31, 2023, our investment income due and accrued was $1,878,620 compared to $2,086,365 as of December 31, 2022, a decrease of $207,745 or 10%. This decrease is attributable to investment activity.

 

Reinsurance related assets: As of December 31, 2023, our reinsurance related assets were $1,039,274 compared to $125,549 as of December 31, 2022, an increase of $913,725. This increase is the result of changes in the net settlement due to/from ALSC under our 2020 ALSC Agreement.

 

Deferred acquisition costs, net: As of December 31, 2023, our deferred acquisition costs were $4,751,497 compared to $5,629,002 as of December 31, 2022, a decrease of $877,505 or 16%. The decrease is the result of the amortization of DAC related to our 2020 ALSC Agreement.

 

Value of business acquired, net: As of December 31, 2023 our value of business acquired asset was $2,425,973 compared to $2,518,393 as of December 31, 2022, a decrease of $92,420 or 4%. The decrease is the result of amortization of VOBA.

 

Property, equipment and software, net: As of December 31, 2023 our property, equipment and software assets were $138,256, an increase of $5,781 from the December 31, 2022 balance of $132,475. This increase is the result of the purchase of computers in 2023.

 

Goodwill: As of December 31, 2023 and December 31, 2022, our goodwill was $277,542. Goodwill was established as a result of our merger with NPCC. We have determined that there has been no impairment to our goodwill balance.

 

Deferred tax asset, net of valuation allowance:  The Company had a net deferred tax asset of $3,888,907 as of December 31, 2023. The Company had a net deferred tax asset of $3,294,522 as of December 31, 2022 and the resulting change in deferred tax asset was recorded as a deferred tax benefit and as a decrease in other comprehensive income.

 

Other assets: As of December 31, 2023, our other assets were $500,630, an increase of $28,355 or 6% from the December 31, 2022 balance of $472,275. This increase is the result of normal business activity.

 

Liabilities. Our total liabilities were $115,753,559 as of December 31, 2023, an increase of $5,380,361 or 5% from our December 31, 2022 liabilities of $110,373,198. This increase is driven by an increase in our policy liabilities.

 

Policy liabilities: Our total policy liabilities as of December 31, 2023 were $112,563,626 compared to $108,737,803 as of December 31, 2022, an increase of $3,825,823 or 4%. This increase is the result of the growth of our in-force business.

 

Accounts payable and accrued expenses: As of December 31, 2023, our accounts payable and accrued expenses were $2,053,363 compared to $593,100 as of December 31, 2022, an increase of $1,460,263 or 246%. The increase is reinsurance settlement payables and investment fees payable.

 

Federal Home Loan Bank advance: As of December 31, 2023 and 2022, respectively, the Company has outstanding advances of $1,000,000 with the Federal Home Loan Bank of Topeka.

 

Other liabilities: As of December 31, 2023, we had other liabilities of $136,570 compared to $42,295 as of December 31, 2022, an increase of $94,275 or 223%.  The increase is the result of normal business activity.

 

Shareholders’ Equity. Our shareholders’ equity was $10,331,077 as of December 31, 2023, an increase of $2,261,683 or 28% from our December 31, 2022 shareholders’ equity of $8,069,394. The increase in shareholders’ equity was driven by our net income and by a reduction in other comprehensive loss.

 

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Table of Contents

 

Investments

Our investment philosophy is reflected by the allocation of our investments. We emphasize investment grade debt securities with smaller holdings in equity securities, mortgages and other investments. The following table shows the carrying value of our investments by investment category and cash and cash equivalents, and the percentage of each to total invested assets as of December 31, 2023 and December 31, 2022.

 

   

December 31, 2023

    

December 31, 2022

  
   

Carrying

    

Percent

    

Carrying

    

Percent

  
   

Value

    

of Total

    

Value

    

of Total

  

Fixed maturities:

                                

US Treasury securities

   $ 724,668       0.7 %   $ 1,025,087       1.0 %

Corporate bonds

     17,813,362       16.0 %     15,869,078       15.3 %

Municipal bonds

     5,636,093       5.1 %     5,420,409       5.2 %

Redeemable preferred stocks

     3,305,569       3.0 %     3,355,615       3.2 %

Term Loans

     17,052,420       15.4 %     18,149,718       17.6 %

Mortgage backed and asset backed securities

     29,977,408       27.0 %     21,496,170       20.9 %

Total fixed maturities

     74,509,520       67.1 %     65,316,077       63.1 %

Mortgage loans

     19,617,253       17.7 %     23,790,073       22.9 %

Other invested assets

     2,239,683       2.0 %     1,760,777       1.7 %

Limited partnership interests

     389,827       0.4 %     -       0.0 %

Equities:

                                

Common stock

     2,116,356       1.9 %     6,024,224       5.8 %

Preferred stock

     1,469,529       1.3 %     1,370,820       1.3 %

Total equities

     3,585,885       3.2 %     7,395,044       7.1 %

Real estate, net of depreciation

     1,686,668       1.5 %     1,373,716       1.3 %

Cash and cash equivalents

     8,982,138       8.1 %     4,091,507       3.9 %

Total

   $ 111,010,974       100.0 %   $ 103,727,194       100.0 %

 

The total value of our investments and cash and cash equivalents increased to $111,010,974 as of December 31, 2023 from $103,727,194 at December 31, 2022, an increase of $7,283,780 or 7%. Increases in investments are primarily attributable to premium income and an increase in the market value of our fixed maturity securities.

 

The following table shows the distribution of the credit ratings of our portfolio of fixed maturity securities by carrying value as of December 31, 2023 and 2022.

 

   

December 31, 2023

    

December 31, 2022

  
   

Fair

    

Percent

    

Fair

    

Percent

  
   

Value

    

of Total

    

Value

    

of Total

  
                                 

AAA and U.S. Government

   $ 4,259,281       5.7 %   $ 3,068,529       4.7 %

AA

     11,274,407       15.1 %     11,582,642       17.7 %

A

     18,479,331       24.8 %     17,142,623       26.2 %

BBB

     33,714,311       45.3 %     27,520,644       42.1 %

BB

     3,033,357       4.1 %     2,456,185       3.8 %

Not Rated - Private Placement

     3,748,833       5.0 %     3,545,454       5.5 %

Total

   $ 74,509,520       100.0 %   $ 65,316,077       100.0 %

 

23
Table of Contents

 

The amortized cost and fair value of debt securities as of December 31, 2023 and 2022, by contractual maturity, are shown below. Equity securities do not have stated maturity dates and therefore are not included in the following maturity summary. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   

As of December 31, 2023

    

As of December 31, 2022

  
   

Amortized Cost

    

Fair Value

    

Amortized Cost

    

Fair Value

  

Amounts maturing in:

                                

One year or less

   $ 152,840     $ 147,835     $ 442,846     $ 450,461  

After one year through five years

     16,397,124       16,461,777       17,048,721       17,035,270  

After five years through ten years

     6,371,607       6,112,389       5,498,364       5,340,498  

More than 10 years

     21,488,624       18,504,542       21,337,372       17,638,063  

Redeemable preferred stocks

     3,622,572       3,305,569       3,875,526       3,355,615  

Mortgage backed and asset backed securities

     30,621,025       29,977,408       22,412,895       21,496,170  

Total amortized cost and fair value

   $ 78,653,792     $ 74,509,520     $ 70,615,724     $ 65,316,077  

 

Market Risk of Financial Instruments

 

We hold a diversified portfolio of investments that primarily includes cash, bonds, equity securities, mortgage loans, and other invested assets. Each of these investments is subject to market risks that can affect their return and their fair value. A significant percentage of the investments are fixed maturity securities including debt issuances of corporations, US Treasury securities, or securities issued by government agencies. The primary market risks affecting the investment portfolio are interest rate risk, credit risk, and equity risk. The Company's investment portfolio, including the creditworthiness and valuation of investment assets, as well as availability of new investments may be adversely affected as a result of market developments related to the COVID-19 pandemic and uncertainty regarding its ultimate severity and duration.

 

Interest Rate Risk

 

Interest rate risk arises from the price sensitivity of investments to changes in interest rates. Interest represents the greatest portion of an investment's return for most fixed maturity securities in stable interest rate environments. The changes in the fair value of such investments are inversely related to changes in market interest rates. As interest rates fall, the interest and dividend streams of existing fixed-rate investments become more valuable and fair values rise. As interest rates rise, the opposite effect occurs.

 

We work to mitigate our exposure to adverse interest rate movements through laddering the maturities of the fixed maturity investments and through maintaining cash and other short term investments to assure sufficient liquidity to meet our obligations and to address reinvestment risk considerations. Due to the composition of our book of insurance business, we believe it is unlikely that we would encounter large surrender activity due to an interest rate increase that would force the disposal of fixed maturities at a loss.

 

Additionally, USALSC is a member of the FHLB of Topeka, which provides access to liquidity and further reduces the likelihood of disposing of fixed maturities at a loss.

 

Credit Risk

 

We are exposed to credit risk through counterparties and within the investment portfolio. Credit risk relates to the uncertainty associated with an obligor's ability to make timely payments of principal and interest in accordance with the contractual terms of an instrument or contract. We manage our credit risk through established investment policies and guidelines which address the quality of creditors and counterparties, concentration limits, diversification practices and acceptable risk levels. These policies and guidelines are regularly reviewed and approved by senior management and USAC's Board of Directors.

 

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Table of Contents

 

Liquidity and Capital Resources

 

The impact of COVID-19 on the Company is evolving, and its future effects are not yet quantified. The Company continues to monitor the effects and risks of COVID-19 to assess its impact on the Company's business, sales, financial condition, results of operations, liquidity and capital position. Death claims have increased 15% from the prior year, but it is currently impossible to quantify the amount of such increase that can be attributed to COVID-19 deaths and deaths not directly attributable to COVID-19.

 

Premium income, deposits to policyholder account balances, investment income, and capital raising are the primary sources of funds while withdrawals of policyholder account balances, investment purchases, policy benefits in the form of claims, and operating expenses are the primary uses of funds. To ensure we will be able to pay future commitments, the funds received as premium payments and deposits are invested in primarily fixed income securities. Funds are invested with the intent that the income from investments, plus proceeds from maturities, will in the future meet our ongoing cash flow needs. The approach of matching asset and liability durations and yields requires an appropriate mix of investments. Our investments consist primarily of marketable debt securities that could be readily converted to cash for liquidity needs. Cash flow projections and cash flow tests under various market interest scenarios are also performed annually to assist in evaluating liquidity needs and adequacy. As a member of the Federal Home Loan Bank, USALSC has immediate access to additional cash liquidity, if needed.

 

Net cash provided by operating activities was $7,441,585 for the year ended December 31, 2023. The primary sources of cash from operating activities were premiums received from policyholders as well as investment income. The primary uses of cash for operating activities were for payments of commissions to agents and settlement of policy liabilities. Net cash provided by investing activities was $1,382,395. The primary source of cash was proceeds of fixed maturity, mortgage, and equity investments sales and repayments. Cash used by financing activities was $3,933,349. The primary uses of cash were withdrawals on deposit-type contracts.

 

Cash flow from insurance activities is a non-GAAP financial measure. Cash flow from insurance activities combines cash flow from operations with the net cash received from deposit type contracts to show the impact of our insurance operations on our cash flows. Cash flow from deposit type contracts is primarily made up of funds received into our annuity products. The following table reconciles cash flow from operations to cash flow from insurance activities:

 

   

Cash Flow

    

Net Cash Flow

    

Cash Flow

  
   

From

    

From Deposit

    

from Insurance

  

Year

  

Operations

    

Type Contracts

    

Activities

  

2019

   $ 2,270,041     $ 2,176,602     $ 4,446,643  

2020

   $ 2,099,401     $ 4,592,576     $ 6,691,977  

2021

   $ 3,411,873     $ 2,050,078     $ 5,461,951  

2022

   $ 4,787,903     $ 2,145,995     $ 6,933,898  

2023

   $ 7,441,585     $ (3,942,581 )   $ 3,499,004  

 

 

The following chart and graph illustrate our five-year trend of cash flow from insurance activities:

 

pic5.jpg

 

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Table of Contents

 

At December 31, 2023, we had cash and cash equivalents totaling $8,962,138. We believe that our existing cash and cash equivalents are sufficient to fund the anticipated operating expenses and capital expenditures for the foreseeable future. We have based this estimate upon assumptions that may prove to be wrong and we could use our capital resources sooner than we currently expect. The growth of USALSC, our primary insurance subsidiary, is uncertain and may require additional capital as it continues to grow.

 

Impact of Inflation

 

Insurance premiums are established before the amount of losses, or the extent to which inflation may affect such losses and expenses, are known. We attempt, in establishing premiums, to anticipate the potential impact of inflation. If, for competitive reasons, premiums cannot be increased to anticipate inflation, this cost would be absorbed by us. Inflation also affects the rate of investment return on the investment portfolio with a corresponding effect on investment income.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company”, the Company is not required to provide disclosure pursuant to this item.

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The consolidated financial statements are included as part of this reporting beginning on page F-1.

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Crowe LLP ("Crowe") served as the Company's auditor for the year end December 31, 2023.  Kerber, Eck, Braeckel LLP ("KEB") served as the Company's auditor for the year ended December 31, 2022.  The reports of KEB on the Company's consolidated financial statements as of and for the year end December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

KEB resigned as the Company's auditor in September 2023.  The audit committee of the Company completed a competitive search and selected Crowe LLP to serve as the Company's independent registered public accounting firm for the year ended December 31, 2023 with such engagement to begin immediately.

 

During the year ended December 31, 2022, the Company did not consult with Crowe regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K under the Securities Act.

 

There are not and have not been any disagreements between USAC and its auditors, Crowe, LLP and Kerber, Eck, and Braeckel LLP on any matter of accounting principles, practices or financial statement disclosure.

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls

 

We have established disclosure controls and procedures to ensure, among other things, material information relating to our Company, including our consolidated subsidiaries, is made known to our officers who certify our financial reports and to the other members of our senior management and the Board of Directors.

 

There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s control over financial reporting.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.  The Company’s system is designed to provide reasonable assurance to management and our Board of Directors regarding preparation of reliable published financial statements and safeguarding of our assets.

 

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023.  In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Intergrated Framework (2013).

 

There are inherent limitations to the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective internal control over financial reporting controls can only provide reasonable assurance of achieving their control objectives.

 

This annual report does not include an audit attestation report from our registered public accounting firm on the Company’s internal control over financial reporting.   Management's report was not subject to attestation by our independent registered public accounting firm due to the rules of the SEC for non-accelerated filers.  

 

 

 

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Table of Contents

 

 

ITEM 9B.

OTHER INFORMATION

 

During the three months ended December 31, 2023, none our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
 

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

PART III

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The information required by this item is set forth under the captions “Proposal One-Election of Directors,” “Corporate Governance,” “Executive Officers” and “Beneficial Ownership Reporting Compliance” in our definitive proxy statement to be filed in connection with our 2024 annual stockholders’ meeting (“2024 Proxy Statement”) and is incorporated herein by reference.

 

ITEM 11.

EXECUTIVE COMPENSATION

 

The information required by this item is set forth under the captions “Director and Management Compensation” in our 2024 Proxy Statement and is incorporated herein by reference.

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by this item is set forth under the captions “Security Ownership” in our 2024 Proxy Statement and is incorporated herein by reference.

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

The information required by this item is set forth under the captions “Certain Relationships and Related Parties” in our 2024 Proxy Statement and is incorporated herein by reference.

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this item is set forth under the caption “Principal Accountant Fees and Services” in our 2024 Proxy Statement and is incorporated herein by reference.

 

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Table of Contents

 

PART IV

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

(1)

Consolidated financial statements:

 

The list of financial statements filed with this Annual Report on Form 10-K is provided on page F-1.

 

FINANCIAL STATEMENT SCHEDULES

 

We have omitted schedules required by applicable SEC accounting regulations because they are either not required under the related instructions, are inapplicable, or we present the required information in the financial statements or notes thereto.

 

Exhibit Index

 

2.1

Plan and Agreement of Merger amount Northern Plains Capital Corporation, US Alliance Corporation and Acquisition Merger Sub, Inc., filed as Exhibit 2.1 to the Company's Registration Statement on Form S-4 filed on June 1, 2017 (File No. 333-218389), is incorporated herein by reference as Exhibit 2.1.
   

2.2

Amendment dated May 21, 2017 to Plan and Agreement of Merger among Northern Plains Capital Corporation, US Alliance Corporation and Acquisition Merger Sub, Inc., filed as Exhibit 2.2 to the Company's Registration Statement on Form S-4 filed on June 1, 2017 (File No. 333-218389), is incorporated herein by reference as Exhibit 2.2.
   

2.3

Stock Purchase Agreement dated October 11, 2018 between Great Western Insurance Company and US Alliance Life and Security Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 16, 2018 (File No. 000-55627), is incorporated herein by reference as Exhibit 2.3.
   
2.4** Articles of Merger dated December 29, 2023 merging Dakota Capital Life Insurance Company with and into US Alliance Life and Security Company
   

3.1

Articles of Incorporation of US Alliance Corporation (filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on May 2, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 3.1.
   

3.1.1

First Amendment to the Articles of Incorporation of US Alliance Corporation, filed as Exhibit 3.1.1 to the Company’s Current Report on Form 8-K filed on June 9, 2017 (File No. 000-55627), is incorporated herein by reference as Exhibit 3.1.1.
   

3.1.2

Second Amendment to the Articles of Incorporation of US Alliance Corporation, filed as Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on June 9, 2017 (File No. 000-55627), is incorporated herein by reference as Exhibit 3.1.2.
   

3.2

Bylaws of US Alliance Corporation (filed as Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed on May 2, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 3.2.
   

3.2.1

Amendment No. 1 to the Bylaws of US Alliance Corporation, filed as Exhibit 3.2.1 to the Company’s Current Report on Form 8-K filed on June 9, 2017 (File No. 000-55627), is incorporated herein by reference as Exhibit 3.1.1. 
   

4.1

Form of Warrant to Purchase Common Shares of US Alliance Corporation, filed as Exhibit 4.1 to the Company’s Registration Statement on Form 10 filed on May 2, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 4.1.

 

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Table of Contents

 

4.2

Description of US Alliance Corporation’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on February 2, 2020, (File No. 000-55627), is incorporated herein by reference as Exhibit 4.2.
   

10.1

Automatic Yearly Term Reinsurance Agreement between US Alliance Life and Security Company and General Re Life Insurance Corporation, filed as Exhibit 10.2 to the amended Company's Registration Statement on Form 10 filed June 29, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.1.
   

10.2

Group Long Term and Short Term Disability Reinsurance Agreement between US Alliance Life and Security Company and Reliance Standard Life Insurance Company, DBA Custom Disability Solutions, filed as Exhibit 10.3 to the Company's amended Registration Statement on Form 10 filed June 29, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.2.
   

10.3

Automatic Reinsurance Agreement between US Alliance Life and Security Company and Optimum Re Insurance Company (schedules omitted), filed as Exhibit 10.4 to the Company's amended Registration Statement on Form 10 filed June 29, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.3.
   

10.4

Bulk Reinsurance Agreement between US Alliance Life and Security Company and Optimum Re Insurance Company, filed as Exhibit 10.5 to the Company's amended Registration Statement on Form 10 filed June 29, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.5.
   

10.5

Group Medical Reinsurance Agreement between US Alliance Life and Security Company and Unified Life Insurance Company, filed as Exhibit 10.6 to the Company's  amended Registration Statement on Form 10 filed June 29, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.5.
   

10.6.1

Investment Management Agreement between US Alliance Investment Corporation and General Re - New England Asset Management, Inc., filed as Exhibit 10.7.1 to the Company's amended Registration Statement on Form 10 filed June 29, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.6.1.
   

10.6.2

Subadvisory Investment Management Agreement between US Alliance Investment Corporation and General Re - New England Asset Management, Inc., filed as Exhibit 10.17.2 to the Company's amended Registration Statement on Form 10 filed June 29, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.6.2.
   

10.7

Third Party Insurance Services Agreement between US Alliance Life and Security Company and Dakota Capital Life Insurance Company, as amended, filed as Exhibit 10.8 to the Company's amended Registration Statement on Form 10 filed June 29, 2016 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.7.
   

10.8

Critical Illness Reinsurance Treaty, Effective 9/1/16 between US Alliance Life and Security Company and General Re Life Corporation, filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K filed February 17, 2017 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.8.
   

10.9

Critical Illness Reinsurance Treaty, Effective 9/1/16 between US Alliance Life and Security Company and Unified Life Insurance Company, filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K filed February 17, 2017 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.9.
   

10.10

Coinsurance Agreement between US Alliance Life and Security Company and American Life & Security Company of Nebraska effective as of September 30, 2017, filed as Exhibit 10.11 to the Company Annual Report filed on February 21, 2018 (File No. 000-55627) is incorporated herein by reference as Exhibit 10.10

 

29
Table of Contents

 

10.10.1

Amendment No. 1 to ALSC 2017 Coinsurance Agreement effective as of June 1, 2020, filed as Exhibit 10.10.1 to the Company's Annual Report on Form 10-K filed on February 23,  2021 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.10.1.
   

10.10.2

Second Amendment to ALSC 2017 Coinsurance Agreement effective as of December 31, 2020, filed as Exhibit 10.10.2 to the Company's Annual Report on Form 10-K filed on February 23,  2021 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.10.2.
   

10.11*

Employment Agreement dated June 4, 2018 between US Alliance Corporation and Jeffrey Brown, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2018 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.11.
   

10.12

Coinsurance Agreement effective January 1, 2020 between US Alliance Life and Security Company and American Life & Security Corporation, filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2020, (File No. 000-55627), is incorporated herein by reference as Exhibit 10.12.
   

10.13

Commercial Real Estate Contract dated November 16, 2020 between Dakota Life Insurance Company and Trinity Life Insurance Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2020, (File No. 000-55627), is incorporated herein by reference as Exhibit 10.13.
   

10.14

Assumption Reinsurance Agreement effective December 31, 2020 between Dakota Life Insurance Company and American Life & Security Corporation, filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K filed on February 23,  2021 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.14.
   

10.15*

Employment Agreement dated March 15, 2021 between US Alliance  Corporation and Jeffrey Brown, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 18, 2021 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.15.
   

10.16*

Employment Agreement dated September 28, 2021 between US Alliance  Corporation and Jack Brier, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 1, 2021 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.16.
   

10.17*

Amendment to Employment Agreement dated January 1, 2023 between US Alliance Corporation and Jack Brier, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 6, 2023 (File No. 000-55627), is incorporated herein by reference as Exhibit 10.17.
   
10.18** Life Insurance and Annuity Reinsurance and Administration Agreement dated December 31, 2023 between US Alliance Life and Security Company and Lewer Life Insurance LLIC
   

21.1**

List of Subsidiaries
   

24.1

Power of Attorney (contained in the signature page herein)
   

31.1**

Certification of Chief Executive Officer of US Alliance Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   

31.2**

Certification of Principal Financial Officer of US Alliance Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   

32.1**

Certifications of the Chief Executive Officer of US Alliance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   

32.2**

Certifications of the Principal Financial Officer of US Alliance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

30
Table of Contents

 

101.INS***

Inline XBRL Instance
   

101.SCH***

Inline XBRL Taxonomy Extension Schema
   

101.CAL***

Inline XBRL Taxonomy Extension Calculation
   

101.DEF***

Inline XBRL Taxonomy Extension Definition
   

101.LAB***

Inline XBRL Taxonomy Extension Labels
   

101.PRE***

Inline XBRL Taxonomy Extension Presentation
   

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Manangement or Compensatory Contract

** Filed herewith

*** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

31
Table of Contents

 

SIGNATURES

 

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

   

US ALLIANCE CORPORATION

  
   

(Registrant)

  
       

Date: April 1, 2024

By:

/s/ Jack H. Brier

  
   

Jack H. Brier

  
   

President and Chairman

  
   

(principal executive officer)

  

 

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POWER OF ATTORNEY

Know all people by these presents, that each person whose signature appears below constitutes and appoints Jack H. Brier his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby confirming all that said attorneys-in-fact and agents or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated on February 1, 2024.

 

Signature

Title
   

/S/    Jack H. Brier

President and Chairman

Jack H. Brier

  
   

/S/    Jeff Brown

Vice-President, Principal Financial Officer and Treasurer

Jeff Brown

  
   

/S/    Jim Poolman

Director

Jim Poolman

  
   

/S/    John Helms

Director

John Helms

  
                                                                                                                           

/S/    William Graves

Director

William Graves

  

 

 

/S/    Jennifer Schmidt

Director

Jennifer Schmidt

  
   
 

 
   

 

33
Table of Contents

 

US Alliance Corporation

 

Consolidated Financial Statements

December 31, 2023 and 2022

(With Independent Auditor’s Report Thereon)

 

34
Table of Contents

 

 

Contents

 

Report of Independent Registered Public Accounting Firm (PCAOB ID 173)

F-1

Report of Independent Registered Public Accounting Firm (PCAOB ID 718)

 
  
  

Consolidated Financial Statements

 
  

Consolidated Balance Sheets

F-4

Consolidated Statements of Comprehensive Loss

F-5

Consolidated Statements of Changes in Shareholders’ Equity

F-6

Consolidated Statements of Cash Flows

F-7

Supplemental Cash Flow Information

F-8
  

Notes to Consolidated Financial Statements

F-9 – F-31

  

 

35
Table of Contents
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Shareholders and the Board of Directors of US Alliance Corporation

 

Topeka, Kansas

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of US Alliance Corporation (the "Company") as of December 31, 2023, the related consolidated statement of comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.  The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

 

 

 

F-1
 

 

Valuation of Level 3 Investments – Refer to Notes 1 and 4 to the Financial Statements

 

Investments in certain fixed maturity securities and other invested assets classified as available-for-sale are reported in the financial statements.  These investments are classified under Level 3 in the fair value hierarchy and their fair values are based on unobservable inputs that reflect management’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Management utilized a third-party pricing service in developing their fair value estimates. These Level 3 investments had an estimated fair value of $19,949,203, as of December 31, 2023. We considered the fair value of Level 3 fixed maturity securities and other invested assets as a critical audit matter because of the unobservable inputs used by management to estimate fair value and the high degree of measurement uncertainty.  Auditing these inputs required especially subjective judgment and the audit effort was extensive, including the use of our fair value specialist to assist in fully evaluating the inputs.

 

How the Critical Audit Matter Was Addressed in the Audit:

 

Our audit procedures related to the valuation of Level 3 fixed maturity securities and other invested assets determined using discounted cash flow techniques included, among others, the following:

 

• We tested the accuracy and completeness of relevant security attributes, including structure, maturity dates and interest rates, used in the determination of Level 3 fair values.

 

• With the involvement of our fair value specialists, we developed independent fair value estimates for a sample of securities and compared our estimates to the Company’s estimates and evaluated differences. We developed our estimate by evaluating the observable and unobservable inputs used by management or developing independent inputs.

 

Valuation of Reserves for Deposit Type Contracts and Policyholder Benefit Liabilities and Amortization of Deferred Acquisition Costs – Refer to Note 1 to the Financial Statements

 

The Company’s management sets assumptions in (1) recording the reserves for deposit type contracts and policyholder benefit liabilities and (2) determining amortization of deferred acquisition costs. The most significant assumptions include mortality and morbidity. These assumptions are determined based upon published mortality tables, adjusted for changes in experience. We considered auditing these assumptions as a critical audit matter because of the inherent uncertainty of these significant assumptions and auditing the development of these assumptions involved especially subjective auditor judgment. 

 

How the Critical Audit Matter Was Addressed in the Audit:

 

Our audit procedures related to management’s judgments regarding the assumptions used in the development of the reserves for deposit type contracts and policyholder benefit liabilities and the amortization of deferred acquisition costs included the following, among others:

 

• We tested the underlying data used in the development of the assumptions as well as in the determination of the reserves for deposit type contracts and policyholder benefit liabilities and the amortization of deferred acquisition costs.

 

• We evaluated management’s selected actuarial assumptions, including testing the accuracy and completeness of the supporting experience studies.

 

• With the assistance of our actuarial specialists, we evaluated management’s judgments regarding the assumptions used in the development of reserves for deposit type contracts and policyholder benefit liabilities and the amortization of deferred acquisition

 

costs.

 

• We evaluated whether the assumptions used were consistent with evidence obtained in other areas of the audit.

 

    /s/ Crowe LLP

 

We have served as the Company's auditor since 2023.

 

Dallas, Texas

 

April 1, 2024

 

 

 

 

 

 

 

F-2
 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and

Shareholders of US Alliance Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of US Alliance Corporation and Subsidiaries (the Company) as of December 31, 2022 and the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the financial statements).  In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Company’s auditor since 2016.

 

   /s/ Kerber, Eck & Braeckel LLP

Springfield, Illinois

 

April 1, 2024

 

 

 

 

F-3
Table of Contents
 

US Alliance Corporation

Consolidated Balance Sheets 

 

  

December 31, 2023

  

December 31, 2022

 

Assets

        

Investments:

        

Available for sale fixed maturity securities (amortized cost: $78,653,792 and $70,615,724 as of December 31, 2023 and December 31, 2022, respectively)

 $74,509,520  $65,316,077 

Equity securities, at fair value

  3,585,885   7,395,044 

Limited partnership interests

  389,827   - 

Mortgage loans on real estate (net of allowance for credit losses of $21,644 as of December 31, 2023)

  19,617,253   23,790,073 

Other invested assets

  2,239,683   1,760,777 

Policy loans

  26,132   34,980 

Real estate, net of depreciation

  1,686,668   1,373,716 

Total investments

  102,054,968   99,670,667 
         

Cash and cash equivalents

  8,982,138   4,091,507 

Investment income due and accrued

  1,878,620   2,086,365 
Reinsurance related assets  1,039,274   125,549 

Deferred acquisition costs, net

  4,751,497   5,629,002 

Value of business acquired, net

  2,425,973   2,518,393 

Property, equipment and software, net

  138,256   132,475 

Goodwill

  277,542   277,542 
Federal and state income tax receivable  146,831   144,295 

Deferred tax asset, net of valuation allowance

  3,888,907   3,294,522 

Other assets

  500,630   472,275 

Total assets

 $126,084,636  $118,442,592 
         
         

Liabilities and Shareholders' Equity

        

Liabilities:

        

Policy liabilities

        

Deposit-type contracts

 $78,063,888  $79,035,350 

Policyholder benefit reserves

  34,233,185   29,411,984 

Dividend accumulation

  114,842   121,687 

Advance premiums

  151,711   168,782 

Total policy liabilities

  112,563,626   108,737,803 
         

Accounts payable and accrued expenses

  2,053,363   593,100 

Federal Home Loan Bank advance

  1,000,000   1,000,000 

Other liabilities

  136,570   42,295 

Total liabilities

  115,753,559   110,373,198 
         

Shareholders' Equity:

        

Common stock, $0.10 par value. Authorized 20,000,000 shares; issued and outstanding 7,748,922 and 7,746,922 shares as of December 31, 2023 and December 31, 2022

  774,893   774,693 

Additional paid-in capital

  22,964,490   22,955,458 

Accumulated deficit

  (10,491,934)  (11,819,637)

Accumulated other comprehensive loss

  (2,916,372)  (3,841,120)

Total shareholders' equity

  10,331,077   8,069,394 
         

Total liabilities and shareholders' equity

 $126,084,636  $118,442,592 

 

See Notes to Consolidated Financial Statements.

 

F-4
Table of Contents
 

US Alliance Corporation

Consolidated Statements of Comprehensive Income (Loss)

 

  

Years Ended December 31,

 
  

2023

  

2022

 

Income:

        

Premium income

 $13,131,574  $12,815,238 

Net investment income

  6,412,669   4,798,199 

Net investment gains (losses)

  1,016,561   (1,925,086)

Other income

  353,254   317,502 

Total income

  20,914,058   16,005,853 
         

Expenses:

        

Death claims

  3,432,119   2,994,386 

Policyholder benefits

  6,342,303   6,553,901 

Increase in policyholder reserves

  4,589,538   4,207,703 

Commissions, net of deferrals

  837,560   777,162 

Amortization of deferred acquisition costs

  1,407,503   1,205,554 

Amortization of value of business acquired

  92,420   92,420 

Salaries & benefits

  1,627,644   1,465,259 

Other operating expenses

  1,959,242   2,014,953 

Total expense

  20,288,329   19,311,338 
         

Net income (loss)

 $625,729  $(3,305,485)
         

Federal income tax benefit

  852,347   149,000 

Total federal income tax benefit

  852,347   149,000 
         

Net Income (loss)

 $1,478,076  $(3,156,485)
         

Net income (loss) per common share, basic and diluted

 $0.19  $(0.41)
         

Unrealized net holding gains (losses) arising during the period, net of tax of (expense) benefit of $(257,962) and $1,679,938 in 2023 and 2022, respectively

  924,225   (6,385,127)

Reclassification adjustment for losses included in net income (loss)

  523   22,277 
         

Other comprehensive income (loss)

  924,748   (6,362,850)
         

Comprehensive income (loss)

 $2,402,824  $(9,519,335)

 

See Notes to Consolidated Financial Statements.

 

F-5
Table of Contents
 

US Alliance Corporation

Consolidated Statements of Changes in Shareholders' Equity

Years Ended December 31, 2023 and 2022

 

              

Accumulated

         
  

Number of

          

Other

         
  

Shares of

  

Common

  

Additional

  

Comprehensive

  

Accumulated

     
  

Common Stock

  

Stock

  

Paid-in Capital

  

Loss

  

Deficit

  

Total

 

Balance, December 31, 2021

  7,745,404  $774,541  $22,948,637  $2,521,730  $(8,663,152) $17,581,756 

Common stock issued, $7 per share

  1,518   152   10,474   -   -   10,626 

Costs associated with common stock issued

  -   -   (3,653)  -   -   (3,653)

Other comprehensive loss

  -   -   -   (6,362,850)  -   (6,362,850)

Net loss

  -   -   -   -   (3,156,485)  (3,156,485)

Balance, December 31, 2022

  7,746,922  $774,693  $22,955,458  $(3,841,120) $(11,819,637) $8,069,394 

Common stock issued, $7 per share

  2,000   200   13,800   -   -   14,000 

Costs associated with common stock issued

  -   -   (4,768)  -   -   (4,768)

Other comprehensive income

  -   -   -   924,748   -   924,748 

Cumulative effect of changes in accounting principal

  -   -   -   -   (150,373)  (150,373)

Net income

  -   -   -   -   1,478,076   1,478,076 

Balance, December 31, 2023

  7,748,922  $774,893  $22,964,490  $(2,916,372) $(10,491,934) $10,331,077 

 

See Notes to Consolidated Financial Statements.

 

F-6
Table of Contents
 

US Alliance Corporation

Consolidated Statements of Cash Flows

 

  

Years Ended December 31,

 
  

2023

  

2022

 

Cash Flows from operating activities:

        

Net income (loss)

 $1,478,076  $(3,156,485)

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

  23,107   46,133 

Net (gains) losses realized on the sale of securities and net credit losses recognized in operations

  628,872   108,643 

Unrealized (gains) losses on equity securities

  (1,711,411)  1,638,847 

Change in fair value of embedded derivative

  65,978   177,596 

(Accretion) amortization of investment securities, net

  (302,156)  (55,431)

Deferred acquisition costs capitalized

  (529,998)  (479,681)

Deferred acquisition costs amortized

  1,407,503   1,205,554 

Value of business acquired amortized

  92,420   92,420 

Interest credited on deposit type contracts

  1,778,460   1,597,392 

(Increase) decrease in operating assets:

        

Change in funds withheld

  -   (656,085)

Investment income due and accrued

  207,745   (176,441)

Reinsurance related assets

  (847,747)  720,784 

Deferred tax assets, net of valuation allowance

  (852,347)  (53,817)

Other assets

  (28,355)  328,735 

Increase (decrease) in operating liabilities:

        

Policyowner benefit reserves

  4,597,352   4,207,406 

Dividend accumulation

  (6,845)  3,425 

Advance premiums

  (17,071)  32,553 

Other liabilities

  275   (144,776)

Accounts payable and accrued expenses

  1,457,727   (648,869)

Net cash provided by operating activities

  7,441,585   4,787,903 
         
         

Cash Flows from investing activities:

        

Purchase of fixed income investments

  (12,940,382)  (10,865,054)

Purchase of equity investments

  (627,591)  (1,415,492)

Purchase of mortgage investments

  (6,615,666)  (8,295,919)

Purchase of other invested assets

  (898,961)  (156,009)

Proceeds from fixed income sales and repayments

  4,995,304   4,962,353 

Proceeds from equity sales

  4,763,365   1,167,810 

Proceeds from mortgage repayments

  11,112,833   3,748,177 

Proceeds from other invested assets

  547,952   - 

Transfers from (to) funds withheld

  -   967,462 

Interest on policy loans

  -   683 

Increase in policy loans

  8,848   137,678 

Assumed reinsurance from Lewer

  1,416,508   - 

Purchase of property, equipment and software and building improvements

  (379,815)  (56,401)

Net cash provided by (used in) investing activities

  1,382,395   (9,804,712)
         

Cash Flows from financing activities:

        

Receipts on deposit-type contracts

  4,383,636   5,389,262 

Withdrawals on deposit-type contracts

  (8,326,217)  (3,243,267)

Repayment of FHLB advance

  -   (1,000,000)

Proceeds received from issuance of common stock, net of costs of issuance

  9,232   6,973 

Net cash provided by (used in) financing activities

  (3,933,349)  1,152,968 
         

Net increase (decrease) in cash and cash equivalents

  4,890,631   (3,863,841)
         

Cash and Cash Equivalents:

        

Beginning

  4,091,507   7,955,348 

Ending

 $8,982,138  $4,091,507 

          

See Notes to Consolidated Financial Statements.        

 

F-7
Table of Contents

 

US Alliance Corporation

Supplemental Cash Flow Information

 

  

Years Ended December 31,

 
  

2023

  

2022

 

Supplemental Disclosure of Non-Cash Information

        

Deposit-type contract liabilities assumed from Lewer

 $1,192,659  $- 

Funds withheld assumed deposits on deposit-type contracts

  -   639,610 

Funds withheld assumed withdrawals on deposit-type contracts

  -   (915,520)

Commissions and expense allowances deducted from funds withheld

  -   (908,074)

Assets transferred on settlement of funds withheld

  -   45,800,032 

Investment income due and accrued transferred on settlement of funds withheld

  -   1,211,420 

Reinsurance related assets transferred on settlement of funds withheld

  -   1,049,088 

Investment expenses payable transferred on settlement of funds withheld

  -   (408,609)

 

F-8
Table of Contents

 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

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 1303 SW First American Place, Suite 200, Topeka, Kansas 66604. Our telephone number is 785-228-0200 and our website address is www.usalliancecorporation.com.

 

USAC has four 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”) and was merged into USALSC on December 31, 2023. US Alliance Life and Security Company - Montana (USALSC-Montana), was acquired December 14, 2018. USALSC-Montana is a wholly-owned subsidiary of USALSC. Unless the context indicates otherwise, references herein to the "Company" refer to USAC and its consolidated subsidiaries.

 

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, 2022. During the 4th quarter of 2017, the Company began a private placement offering to accredited investors in the state of North Dakota.

 

USALSC received a Certificate of Authority from the Kansas Insurance Department ("KID") effective January 2, 2012, and sold its first insurance product on May 1, 2013.  In 2023, USALSC re-domesticated to North Dakota with approval of the North Dakota Insurance Department ("NDID").

 

USALSC seeks opportunities to develop and market additional products.

 

The Company’s 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 consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America.

 

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: US Alliance Life and Security Company is authorized to operate in the states of Kansas, North Dakota, Missouri, Nebraska, Oklahoma, Wyoming, South Dakota, Montana, Kentucky, Utah, Alabama, Ohio, Mississippi, New Mexico, Texas, Arizona, Nevada, and Idaho. USALSC-Montana is authorized to operate in the state of Montana.

 

F- 9
Table of Contents

 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 1.

Description of Business and Significant Accounting Policies (Continued)

 

Investments: Investments in available-for-sale securities are carried in the consolidated financial statements at fair value. Net unrealized holding gains (losses), net of applicable income taxes, on fixed maturity securities are included in accumulated other comprehensive income. Bond premiums and discounts are amortized using the scientific-yield method over the term of the bonds. Net unrealized holding gains (losses) on equity securities are included as a component of net investment gains (losses).

 

Realized gains and losses on securities sold during the year are determined using the specific identification method and included in investment income as a component of net investment gains (losses). Investment income is recognized as earned.

 

For available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis.  If either of the criteria is met, the security's amortized cost basis is written down to fair value through income.  For debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors.  In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a ratings agency, and adverse conditions specifically related to the security.   If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security.  If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss limited by the amount that the fair value is less than the amortized cost basis.  Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income (loss). 

 

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).

 

Any changes in the loan valuation allowances are reported in net realized losses on investments. The Company establishes a valuation allowance to provide for the risk of credit losses inherent in our mortgage loan portfolios. The valuation allowance is maintained at a level believed adequate by management to absorb estimated expected credit losses. The valuation allowances for each of our mortgage loan portfolios are estimated by deriving probability of default and recovery rate assumptions based on the characteristics of the loans in each portfolio, historical economic data and loss information, and current and forecasted economic conditions. Key loan characteristics impacting the estimate for our commercial mortgage loan portfolio include the current state of the borrower’s credit quality, which considers factors such as loan-to-value (“LTV”) ratios, loan performance, underlying collateral type, delinquency status, time to maturity, and original credit scores. 

 

Our mortgage loans may be subject to loan modifications. Loan modifications may be granted to borrowers experiencing financial difficulty and could include principal forgiveness, interest rate reduction, an other-than-significant delay or a term extension. The Company considers the following factors in determining whether or not a borrower is experiencing financial difficulty: borrower is in default; borrower has declared bankruptcy; there is growing concern about the borrower's ability to continue as a going concern; borrower has insufficient cash flows to service debt; borrower's inability to obtain funds from other sources; and there is a breach of financial covenants by the borrower.  A loan modification typically does not result in a change in valuation allowance as it is already incorporated into the allowance methodology. However, if the Company grants a borrower experiencing financial difficulty principal forgiveness, the amount of principal forgiven would be written off, which would reduce the amortized cost of the loan and result in an adjustment to the valuation allowance.

 

F- 10
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 1.

Description of Business and Significant Accounting Policies (Continued)

 

Other Invested Assets:  Other invested assets include collateral loans and private credit investments. The collateral loans and private credit investments are carried at fair value.  The inputs used to measure these assets are classified as Level 3 within the fair value hierarchy.

 

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. The counterparty to the coinsurance arrangement is also the investment manager and manages foreign currency risk within the coinsured portfolio using derivative instruments.  In accordance with the coinsurance agreement, the counterparty allocates a proportion of the derivative activity it manages to the Company, which is settled quarterly as part of the reinsurance settlement. 

 

Policy loans: Policy loans are stated at aggregate unpaid principal balances.

 

Investment Real Estate: Real estate is stated at cost, less allowances for depreciation and, as appropriate, provisions for possible losses.           

 

Cash and cash equivalents: For purposes of the statement of cash flows, the Company considers demand deposits and highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. The Company maintains its cash balances in one financial institution located in Topeka, Kansas. The FDIC insures aggregate balances, including interest-bearing and noninterest-bearing accounts, of $250,000 per depositor per insured institution. The Company’s financial institution is a member of a network that participates in the Insured Cash Sweep (ICS) program. By participating in ICS, the Company’s deposits in excess of the insured limit are apportioned and placed in demand deposit accounts at other financial institutions in amounts under the insured limit. As a result, the Company can access insurance coverage from multiple financial institutions while working directly with one. The Company had no amounts uninsured as of December 31, 2023. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

F- 11
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 1.

Description of Business and Significant Accounting Policies (Continued)

 

Reinsurance: In the normal course of business, the Company seeks to limit aggregate and single exposure to losses on risks by purchasing reinsurance. The amounts reported in the consolidated balance sheets as reinsurance recoverable include amounts billed to reinsurers on losses paid as well as estimates of amounts expected to be recovered from reinsurers on insurance liabilities that have not yet been paid. Reinsurance recoverable on unpaid losses are estimated based upon assumptions consistent with those used in establishing the liabilities related to the underlying reinsured contracts. Insurance liabilities are reported gross of reinsurance recoverable. Management believes the recoverables are appropriately established. Reinsurance premiums are generally reflected in income in a manner consistent with the recognition of premiums on the reinsured contracts. Reinsurance does not extinguish the Company’s primary liability under the policies written. Estimated losses on reinsurance recoverable balances are calculated by quantitative analysis using a rating-based method to estimate expected credit losses for reinsurance recoverable. The analysis is based on industry historical loss experience and forecasted environmental factors management believes to be relevant, which primarily include probability of default, loss given default and exposure at default. There were no allowances as of December 31, 2023 and 2022.

 

Deferred acquisition costs: The Company capitalizes and amortizes over the life of the premiums produced incremental direct costs that result directly from and are essential to the contract acquisition transaction and would not have been incurred by the Company had the contract acquisition not occurred. An entity may defer incremental direct costs of contract acquisition that are incurred in transactions with independent third parties or employees as well as the portion of employee compensation and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts. Additionally, an entity may capitalize as a deferred acquisition cost only those advertising costs meeting the capitalization criteria for direct-response advertising. Acquisition costs are amortized over the premium paying period using the net level premium method. Traditional life insurance products are treated as long duration contracts, which generally remain in force for the lifetime of the insured.

 

The following table provides information about deferred acquisition costs for the years ended December 31, 2023 and 2022, respectively.

 

 

Year ended

  

Year ended

 
 

December 31,

  

December 31,

 
 

2023

  

2022

 
        
Balance at beginning of period
$5,629,002  $6,354,875 
Capitalization of commissions, sales and issue expenses 529,998   479,681 
Amortization net of interest (1,407,503)  (1,205,554)
Balance at end of period$4,751,497  $5,629,002 

 

Value of business acquired: Value of business acquired (VOBA) represents the estimated value assigned to purchased companies or insurance in- force of the assumed policy obligations at the date of acquisition of a block of policies. At least annually, a review is performed of the models and the assumptions used to develop expected future profits, based upon management’s current view of future events. VOBA is reviewed on an ongoing basis to determine that the unamortized portion does not exceed the expected recoverable amounts. Management’s view primarily reflects our experience but can also reflect emerging trends within the industry. Short-term deviations in experience affect the amortization of VOBA in the period, but do not necessarily indicate that a change to the long-term assumptions of future experience is warranted. If it is determined that it is appropriate to change the assumptions related to future experience, then an unlocking adjustment is recognized for the block of business being evaluated. Certain assumptions, such as interest spreads and surrender rates, may be interrelated. As such, unlocking adjustments often reflect revisions to multiple assumptions. The VOBA balance is immediately impacted by any assumption changes, with the change reflected through the statements of comprehensive income as an unlocking adjustment in the amount of VOBA amortized.  These adjustments can be positive or negative with adjustments reducing amortization limited to amounts previously deferred plus interest accrued through the date of the adjustment.  VOBA is amortized on a straight-line method over 30 years.

 

F- 12
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 1.

Description of Business and Significant Accounting Policies (Continued)

 

In addition, we may consider refinements in estimates due to improved capabilities resulting from administrative or actuarial system upgrades. We consider such enhancements to determine whether and to what extent they are associated with prior periods or simply improvements in the projection of future expected gross profits due to improved functionality. To the extent they represent such improvements, these items are applied to the appropriate financial statement line items in a manner similar to unlocking adjustments.

 

Property, equipment and software: Property, equipment and software are stated at cost less accumulated depreciation. Expenditures for additions and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to income currently. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income.

 

Depreciation is computed by the straight-line method over the estimated useful lives of the assets. Computer equipment is depreciated over no longer than a 5-year period. Furniture and equipment are depreciated over no longer than a 10-year period. Major categories of depreciable assets and the respective book values as of December 31, 2023 and 2022 are represented below.

 

  

Year Ended

  

Year Ended

 
  

December 31,

  

December 31,

 
  

2023

  

2022

 

Computer

 $36,822  $32,182 

Furniture and equipment

  154,667   158,374 

Accumulated depreciation

  (53,233)  (58,081)

Balance at end of period

 $138,256  $132,475 

 

Goodwill: Goodwill represents the excess of the amounts paid to acquire subsidiaries and other businesses over the fair value of their net assets at the date of acquisition. Goodwill is tested for impairment at least annually in the fourth quarter or more frequently if events or circumstances change that would indicate that a triggering event has occurred.  We assess the recoverability of indefinite-lived intangible assets at least annually or whenever events or circumstances suggest that the carrying value of an identifiable indefinite-lived intangible asset may exceed the sum of the future discounted cash flows expected to result from its use and eventual disposition. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset.

 

Income taxes: The Company is subject to U.S. federal and state taxes. The provision for income taxes is based on income as reported in the consolidated financial statements. The income tax provision is calculated using the asset and liability method. Deferred income taxes are recorded based on the differences between the financial statement and tax basis of assets and liabilities at the enacted rates expected to apply to taxable income in the years in which the differences are expected to reverse. A valuation allowance is established for the amount of any deferred tax asset that exceeds the amount of the estimated future taxable income needed to utilize the future tax benefits.

 

F- 13
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 1.

Description of Business and Significant Accounting Policies (Continued)

 

All of the Company’s tax returns are subject to U.S. federal, state and local income tax examinations by tax authorities. The Company had no known uncertain tax benefits included in its provision for income taxes as of December 31, 2023 and 2022. The Company’s policy is to recognize interest and penalties (if applicable) as an element of the provision for income taxes in the consolidated statements of income.

 

The tax years which remain subject to examination by taxing authorities are the years ended December 31, 2020 through 2023.

 

Pre-paid expenses: The Company recognizes pre-paid expenses as the expenses are incurred. Pre-paid expenses consist of systems consulting hours, insurance, and pre-paid benefit expense. Systems consulting hours are charged as they are incurred on projects. Insurance expenses are charged straight line over the life of the contract. Benefit expenses are charged as they are incurred.

 

Deposit-type contracts: Deposit-type contracts consist of amounts on deposit associated with deferred annuity contracts and premium deposit funds. The deferred annuity contracts credit interest based upon a fixed interest rate set by the Company. The Company has the ability to change this rate annually subject to minimums established by law or administrative regulation.

 

Liabilities for deferred annuity deposit-type contracts are included without reduction for potential surrender charges. This liability is equal to the accumulated account deposits, plus interest credited, and less policyholder withdrawals. The following table provides information about deferred annuity deposit-type contracts for the years ended December 31, 2023 and 2022.

 

  

Year end

  

Year ended

 
  

December 31,

  

December 31,

 
  

2023

  

2022

 
         

Balance at beginning of period

 $78,880,542  $75,410,339 

Acquired from Lewer Companies

  1,192,659   - 

Deposits received

  4,373,807   5,948,185 

Interest credited

  1,775,438   1,590,654 

Withdrawals

  (8,293,629)  (4,068,636)

Balance at end of period

 $77,928,817  $78,880,542 

 

The premium deposit funds credit interest based upon a fixed interest rate set by the Company. The Company has the ability to change this rate subject to minimums established by law or administrative regulation.

 

F- 14
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 1.

Description of Business and Significant Accounting Policies (Continued)

 

Liabilities for premium deposit fund deposit-type contracts are included without reduction for potential surrender charges. This liability is equal to the accumulated account deposits, plus interest credited, and less withdrawals. The following table provides information about premium deposit fund deposit-type contracts for the years ended December 31, 2023 and 2022.

 

  

Year end

  

Year ended

 
  

December 31,

  

December 31,

 
  

2023

  

2022

 
         

Balance at beginning of period

 $154,808  $157,534 

Deposits received

  9,829   80,687 

Interest credited

  3,022   6,738 

Withdrawals

  (32,588)  (90,151)

Balance at end of period

 $135,071  $154,808 

 

Benefit reserves: The Company establishes liabilities for amounts payable under insurance policies, including traditional life insurance and annuities. Generally, amounts are payable over an extended period of time. Liabilities for future policy benefits of traditional life insurance have been computed by a net level premium method based upon estimates at the time of issue for investment yields, mortality and withdrawals. These estimates include provisions for experience less favorable than initially expected. Mortality assumptions are based on industry experience expressed as a percentage of standard mortality tables.

 

Policy claims: Policy claims are based on reported claims plus estimated incurred but not reported claims developed from trends of historical data applied to current exposure. The Company’s current estimate of incurred but not reported claims as of December 31, 2023 and 2022 is $152,739 and $131,489 and is included as a part of policyholder benefit reserves.

 

Revenue recognition and related expenses: Revenues on traditional life insurance products consist of direct premiums reported as earned when due. Premium income includes reinsurance assumed and is reduced by premiums ceded.

 

Amounts received as payment for annuity contracts without life contingencies are recognized as deposits to policyholder account balances and included in future insurance policy benefits. Revenues from these contracts are comprised of fees earned for contract-holder services, which are recognized over the period of the contracts, and included in revenue. Deposits are shown as a financing activity in the Consolidated Statements of Cash Flows.

 

Liabilities for future policy benefits are provided and acquisition costs are amortized by associating benefits and expenses with earned premiums to recognize related profits over the life of the contracts.

 

Leases: The Company, as lessor, has entered into an operating lease agreement for office space. The Company recognizes lease income for operating leases on a straight-line basis over the lease term. At contract inception, the Company defers any initial direct costs and amortizes the costs over the life of the lease on the same basis as lease income.

 

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 December 31, 2023 and 2022 the company had 7,748,922 and 7,746,922 common shares issued and outstanding, respectively.

 

Earnings per share attributable to the Company’s common stockholders were computed based on the net income (loss) and the weighted average number of shares outstanding during each year. The weighted average number of shares outstanding during the years ended December 31, 2023 and 2022 were 7,747,618 and 7,746,318 shares, respectively. Potential common shares are excluded from the computation when their effect is anti-dilutive. Basic and diluted net gain (loss) per common share is the same for the years ended December 31, 2023 and 2022.

 

F- 15
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 1.

Description of Business and Significant Accounting Policies (Continued)

 

Comprehensive Income (loss): Comprehensive income (loss) is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses from marketable fixed maturity securities classified as available for sale, net of applicable taxes.

 

Risk and uncertainties: Certain risks and uncertainties are inherent in the Company’s day-to-day operations and in the process of preparing its consolidated financial statements. The more significant of those risks and uncertainties, as well as the Company’s method for mitigating the risks, are presented below and throughout the notes to the consolidated financial statements.

 

Use of Estimates: The preparation of consolidated financial statements in conformity with US GAAP, generally accepted accounting principles in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

- Regulatory Factors:

The insurance laws North Dakota, Montana, and our other authorized states give insurance regulators broad regulatory authority, including powers to (i) grant and revoke licenses to transact business; (ii) regulate and supervise trade practices and market conduct, (iii) establish guaranty associations; (iv) license agents; (v) approve policy forms; (vi) approve premium rates for some lines of business; (vii) establish reserve requirements; (viii) prescribe the form and content of required financial statements and reports; (ix) determine the reasonableness and adequacy of statutory capital and surplus; and (x) regulate the type and amount of permitted investments.

  

 

  

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Reform Act") reshapes financial regulations in the United States by creating new regulators, regulating new markets and firms, and providing new enforcement powers to regulators. Virtually all major areas of the Reform Act continue to be subject to regulatory interpretation and implementation rules requiring rulemaking that may take several years to complete. The ultimate outcome of the regulatory rulemaking proceedings cannot be predicted with certainty. The regulations promulgated could have a material impact on consolidated financial results or financial condition.

  

 

 

- Reinsurance:

In order to manage the risk of financial exposure to adverse underwriting results, the Company reinsures a portion of its individual and group life risks with other insurance companies. The Company retains $35,000 on its Whole Life products and $25,000 on its term life products. The Company also reinsures 100% of the risk on its individual accidental death benefit rider. The Company retains 25% of the risk for each covered life on its group life product to a maximum of $100,000 on any individual person. The Company retains 25% of the risk for each covered life on its group accidental death and dismemberment product to a maximum of $25,000 on any individual person. The Company also has catastrophic reinsurance coverage to protect against three or more group life deaths resulting from a single event. The Company also reinsures 90% of the risk on its group disability products. The Company reinsurers 66% of the risk on its critical illness product. Optimum Re Insurance Company (a subsidiary of Optimum Group), General Reinsurance Corporation (a subsidiary of Berkshire Hathaway), Reliance Standard Life Insurance Company (a subsidiary of Tokio Marine Holdings), Hartford Life and Accident Company, and Unified Life Insurance Company provide reinsurance for USALSC. The Company evaluates the financial condition of its reinsurers to minimize its exposure to losses from reinsurer insolvencies. Management believes that any liabilities arising from this contingency would not be material to the Company’s financial position.

 

F- 16
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 1.

Description of Business and Significant Accounting Policies (Continued)

 

 

- Interest Rate

Risk:

Interest rate fluctuations could impair an insurance company's ability to pay policyholder benefits with operating and investment cash flows, cash on hand and other cash sources. Annuity products expose the risk that changes in interest rates will reduce any spread, or the difference between the amounts that the insurance company is required to pay under the contracts and the amounts the insurance subsidiary is able to earn on its investments intended to support its obligations under the contracts. Spread is a key component of revenues.

  

 

  

To the extent that interest rates credited are less than those generally available in the marketplace, policyholder lapses, policy loans and surrenders, and withdrawals of life insurance policies and annuity contracts may increase as contract holders seek to purchase products with perceived higher returns. This process may result in cash outflows requiring that an insurance subsidiary sell investments at a time when the prices of those investments are adversely affected by the increase in market interest rates, which may result in realized investment losses.

  

 

  

Increases in market interest rates may also negatively affect profitability in periods of increasing interest rates. The ability to replace invested assets with higher yielding assets needed to fund the higher crediting rates that may be necessary to keep interest sensitive products competitive. The Company therefore may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing contracts.

  

 

  

Conversely, in a period of prolonged low interest rates it is difficult to invest assets and earn the rate of return necessary to support insurance products.

  

 

  

Policy lapses in excess of those actuarially anticipated would have a negative impact on our financial performance.

  

 

  

Profitability could be reduced if lapse and surrender rates exceed the assumptions upon which the insurance policies were priced. Policy sales costs are deferred and recognized over the life of a policy. Excess policy lapses, however, cause the immediate expensing or amortizing of deferred policy sales costs.

  

 

 

- Investment Risk:

Our invested assets are subject to customary risks of defaults and changes in market values. Factors that may affect the overall default rate on, and market value of, the invested assets include interest rate levels, financial market performance, and general economic conditions.

  

 

 

- Assumptions

Risk:

In the life insurance business, assumptions as to expected mortality, lapse rates and other factors in developing the pricing and other terms of life insurance products are made. These assumptions are based on industry experience and are reviewed and revised regularly by an outside actuary to reflect actual experience on a current basis. However, variation of actual experience from that assumed in developing such terms may affect a product's profitability or sales volume and in turn adversely impact our revenues.

 

F- 17
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 1.

Description of Business and Significant Accounting Policies (Continued)

 

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.

 

New accounting standards:

 

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. mortgage loans and 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 was effective for reporting periods beginning after December 15, 2019.  Early adoption was permitted for reporting periods beginning after December 15, 2018.  The Company qualified as an emerging growth company prior to December 31, 2022 and as such, had elected to defer implementation of this standard to fiscal years beginning after December 15, 2022. The adoption of this guidance is reflected in the Consolidated Statements of Changes in Shareholders Equity and was not material.  The following table shows the adjustment to shareholders equity as a result of this change:

 

 

Beginning accumulated deficit

   

$ (11,819,637)  

Cumulative adjustment for change in accounting principle

 

        (150,373)  

Adjusted beginning accumulated deficit

   

$ (11,970,010)  

 

 

Targeted Improvements to the Accounting for Long-Duration Contracts

 

In August 2018, the FASB issued ASU 2018-12 Financial Services-Insurance (Topic 944) - Targeted Improvements to the Accounting for Long-Duration Contracts. This update is aimed at improving the Codification related to long-duration contracts which will improve the timeliness of recognizing changes in the liability for future policy benefits, simplify accounting for certain market-based options, simplify the amortization of deferred acquisition costs, and improve the effectiveness of required disclosures. These updates were originally required to be applied retrospectively to the earliest period presented in the financial statements for periods beginning after December 15, 2020. The FASB recently delayed the effective date of ASU 2018-12 to periods beginning after December 15, 2024 for smaller reporting companies, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company's financial condition and results of operations. 

 

In December 2022, the FASB issued amendments (Accounting Standards Update 2022-5) to Accounting Standards Update 2018-12 (Targeted Improvements for Long-Duration Contracts) that originally required an insurance entity to apply a retrospective transition method as of the beginning of the earliest period presented or the beginning of the prior fiscal year if early adoption was elected. This updated guidance reduces implementation costs and complexity associated with the adoption of targeted improvements in accounting for long-duration contracts that have been derecognized in accordance with Accounting Standards Update 2018-12 before the delayed effective date. Without the amendments in this Update, an insurance entity would be required to reclassify a portion of gains or losses previously recognized in the sale or disposal of insurance contracts or legal entities because of the adoption of a new accounting standard. Because there is no effect on an insurance entity's future cash flows, this reclassification may not be useful to users of financial information. The amendments in this guidance are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are evaluating the effect this standard will have on our Consolidated Financial Statements.

 

Improvements to Income Tax Disclosures

 

In December 2023, the FASB issued Accounting Standards Update 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 is intended to improve the effectiveness of income tax disclosures by requiring, among other things, the disclosure on an annual basis of: (i) specific categories in the rate reconciliation; and (ii) additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires disclosure (on an annual basis) of the following information about income taxes paid: (i) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes; and (ii) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). ASU 2023-09 is effective for annual periods beginning January 1, 2026 (this is public company date, you are an SRC), to be applied prospectively with an option for retrospective application (with early adoption permitted). The adoption of ASU 2023-09 will modify our disclosures but will not have an impact on our financial position or results of operations.

 

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.

 

F- 18
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements
 

Note 2.

Investments

 

Fixed Maturity

 

The amortized cost and fair value of available for sale investments as of December 31 is as follows:

 

  

December 31, 2023

 
  

Cost or

  

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

     
  

Cost

  

Gains

  

Losses

  

Fair Value

 

Available for sale:

                

Fixed maturities:

                

US Treasury securities

 $790,976  $-  $(66,308) $724,668 

Corporate bonds

  20,234,444   95,085   (2,516,167)  17,813,362 

Municipal bonds

  6,207,596   4,044   (575,547)  5,636,093 

Redeemable preferred stock

  3,622,572   1,699   (318,702)  3,305,569 

Term loans

  17,177,179   162,011   (286,770)  17,052,420 

Mortgage backed and asset backed securities

  30,621,025   520,599   (1,164,216)  29,977,408 

Total available for sale

 $78,653,792  $783,438  $(4,927,710) $74,509,520 

 

  

December 31, 2022

 
  

Cost or

  

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

     
  

Cost

  

Gains

  

Losses

  

Fair Value

 

Available for sale:

                

Fixed maturities:

                

US Treasury securities

 $993,805  $36,313  $(5,031) $1,025,087 

Corporate bonds

  19,018,738   722   (3,150,382)  15,869,078 

Municipal bonds

  6,228,636   -   (808,227)  5,420,409 

Redeemable preferred stock

  3,875,526   -   (519,911)  3,355,615 

Term loans

  18,086,124   209,989   (146,395)  18,149,718 

Mortgage backed and asset backed securities

  22,412,895   157,795   (1,074,520)  21,496,170 

Total available for sale

 $70,615,724  $404,819  $(5,704,466) $65,316,077 

 

The amortized cost and fair value of debt securities as of December 31, 2023 and 2022, by contractual maturity, is as follows. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

  

As of December 31, 2023

  

As of December 31, 2022

 
  

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

 

Amounts maturing in:

                

One year or less

 $152,840  $147,835  $442,846  $450,461 

After one year through five years

  16,397,124   16,461,777   17,048,721   17,035,270 

After five years through ten years

  6,371,607   6,112,389   5,498,364   5,340,498 

More than 10 years

  21,488,624   18,504,542   21,337,372   17,638,063 

Redeemable preferred stocks

  3,622,572   3,305,569   3,875,526   3,355,615 

Mortgage backed and asset backed securities

  30,621,025   29,977,408   22,412,895   21,496,170 

Total amortized cost and fair value

 $78,653,792  $74,509,520  $70,615,724  $65,316,077 

 

F- 19
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 2.

Investments (continued)

 

Proceeds from the sale of securities, maturities, and asset paydowns in 2023 and 2022 were $21,419,454 and $9,878,340, respectively. With the implementation of CECL, changes in the allowance for credit losses is included in net gains (losses).  Realized gains and losses related to the sale of securities and net credit losses recognized in income are summarized as follows:

 

  

Years Ended December 31,

 
  

2023

  

2022

 

Gross gains

 $14,399  $24,720 

Gross losses

  (772,000)  (133,363)

Realized gains (losses)

 $(757,601) $(108,643)
         
         

Mortgage loans on real estate

  128,729   - 

Decrease in allowance for credit losses

 $128,729  $- 

 

Gross unrealized losses by duration are summarized as follows:

 

  

Less than 12 months

  

Greater than 12 months

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Loss

  

Value

  

Loss

  

Value

  

Loss

 

December 31, 2023

 

Available for sale:

                        

Fixed maturities:

                        

US Treasury securities

 $724,668  $(66,308) $-  $-  $724,668  $(66,308)

Corporate bonds

  262,673   (863)  15,653,914   (2,515,304)  15,916,587   (2,516,167)

Municipal bonds

  523,744   (4,792)  4,825,568   (570,755)  5,349,312   (575,547)

Redeemable preferred stock

  -   -   3,182,131   (318,702)  3,182,131   (318,702)

Term loans

  3,739,859   (174,955)  3,534,621   (111,815)  7,274,480   (286,770)

Mortgage backed and asset backed securities

  9,549,515   (219,946)  6,228,220   (944,270)  15,777,735   (1,164,216)

Total fixed maturities

 $14,800,459  $(466,864) $33,424,454  $(4,460,846) $48,224,913  $(4,927,710)

 

  

Less than 12 months

  

Greater than 12 months

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Loss

  

Value

  

Loss

  

Value

  

Loss

 

December 31, 2022

 

Available for sale:

                        

Fixed maturities:

                        

US Treasury securities

 $398,375  $(5,031) $-  $-  $398,375  $(5,031)

Corporate bonds

  12,378,486   (1,883,706)  3,206,913   (1,266,676)  15,585,399   (3,150,382)

Municipal bonds

  4,711,896   (587,053)  708,514   (221,174)  5,420,410   (808,227)

Redeemable preferred stock

  2,384,771   (363,193)  970,844   (156,718)  3,355,615   (519,911)

Term loans

  6,309,005   (146,395)  -   -   6,309,005   (146,395)

Mortgage backed and asset backed securities

  10,358,560   (458,754)  3,281,132   (615,766)  13,639,692   (1,074,520)

Total fixed maturities

 $36,541,093  $(3,444,132) $8,167,402  $(2,260,334) $44,708,495  $(5,704,466)

 

Unrealized losses occur from market price declines due to changes in interest rates. The total number of available for sale fixed maturity securities in the investment portfolio in an unrealized loss position as of December 31, 2023 was 217, which represented an unrealized loss of $4,927,710 of the aggregate carrying value of those securities. The 217 securities breakdown as follows: 128 bonds, 70 mortgage and asset backed securities, 10 term loans, and 9 redeemable preferred stock.  Management does not intend to sell and it is likely that management will not be required to sell before their anticipated recovery. 

 

F- 20
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 2.

Investments (continued)

 

Mortgage Loans on Real Estate

 

The Company has invested in various mortgage loans through participation agreements with the original issuing entity.  The Company’s mortgage loans by property type as of December 31, 2023 and December 31, 2022 are summarized as follows:

 

  

December 31, 2023

  

December 31, 2022

 

Commercial mortgage loans by property type

        

Condominium

 $377,621  $1,696,975 

Land

  -   1,902,277 

Multi-property

  8,923,604   9,539,738 

Multi-family

  2,855,008   5,016,424 

Industrial

  1,000,000   - 

Retail/Office

  6,482,664   5,634,659 

Total commercial mortgages

 $19,638,897  $23,790,073 

Allowance for credit losses

  (21,644)  - 

Carrying value

 $19,617,253  $23,790,073 

 

The Company’s mortgage loans by loan-to-value ratio as of December 31, 2023 and December 31, 2022 are summarized as follows:

 

  

December 31, 2023

  

December 31, 2022

 

Loan to value ratio

        

Over 70 to 80%

 $7,123,604  $8,219,763 

Over 60 to 70%

  3,137,953   5,196,975 

Over 50 to 60%

  2,322,273   4,682,750 

Over 40 to 50%

  2,327,436   3,235,951 

Over 30 to 40%

  377,621   - 

Over 20 to 30%

  2,689,619   1,319,975 

Over 10 to 20%

  1,660,391   1,134,659 

Total

 $19,638,897  $23,790,073 
         

Allowance for credit losses

  (21,644)  - 

Carrying value

 $19,617,253  $23,790,073 

 

The Company’s mortgage loans by maturity date as of December 31, 2023 and December 31, 2022 are summarized as follows:

 

  

December 31, 2023

  

December 31, 2022

 

Maturity Date

        

One year or less

 $14,599,568  $15,354,542 

After one year through five years

  5,039,329   8,435,531 

Total

 $19,638,897  $23,790,073 
         

Allowance for credit losses

  (21,644)  - 

Carrying value

 $19,617,253  $23,790,073 

 

F- 21
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 2.

Investments (continued)

 

The Company individually evaluates its commercial mortgage loan portfolio for the establishment of a specific loan loss allowance.   A mortgage loan requires a specific allowance when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. If the Company determines that the value of any specific mortgage loan requires an allowance, the carrying amount of the mortgage loan will be reduced to its fair value, based upon the present value of expected future cash flows from the loan discounted at the loan's effective interest rate, or the fair value of the underlying collateral less estimated costs to sell.  The Company had no mortgage loans that were on non-accrued status as of December 31, 2023 and December 31, 2022.  The were no mortgage loans delinquent on payments due to the Company as of December 31, 2023 and December 31, 2022. 

 

The Company analyzes our commercial mortgage loan portfolio for the need of a general loan allowance for expected credit losses on all other loans on a quantitative and qualitative basis by grouping assets with similar risk characteristics when there is not a specific expectation of a loss for an individual loan. The amount of the general loan allowance is based upon management's evaluation of the collectability of the loan portfolio, historical loss experience, delinquencies, credit concentrations, underwriting standards and national and local economic conditions. The Company does not measure a credit loss allowance on accrued interest receivable as we write off any uncollectible accrued interest receivable balance to net investment income in a timely manner. The Company did not charge off any uncollectible accrued interest receivable on our commercial mortgage loan portfolio during the years ended December 31, 2023 and December 31, 2022.

 

The Company's commercial mortgage loans are pooled by risk rating and property collateral type and an estimated loss ratio is applied against each risk pool. The loss ratios are generally based upon historical loss experience for each risk pool and are adjusted for current and forecasted economic factors management believes to be relevant and supportable. Economic factors are forecasted for two years with immediate reversion to historical experience.

 

The following table presents a roll-forward of our specific and general valuation allowances for our commercial mortgage loan portfolio:

 

  

Year Ended December 31, 2023

 
         
  

Specific Allowance

  

General Allowance

 

Beginning allowance balance

 $-  $- 

Cumulative adjustment for changes in accounting principals

  -   150,373 

Charge-offs

  -   - 

Recoveries

  -   - 

Change in provision for credit losses

  -   (128,729)

Ending Allowance

 $-  $21,644 

 

The specific allowance represents the total credit loss allowances on loans which are individually evaluated for impairment. The general allowance is for the group of loans discussed above which are collectively evaluated for impairment.  The change in provision for credit losses is recorded in net investment gains (losses).  

 

Charge-offs include allowances that have been established on loans that were satisfied either by taking ownership of the collateral or by some other means such as discounted pay-off or loan sale. When ownership of the property is taken it is recorded at the lower of the loan's carrying value or the property's fair value (based on appraised values) less estimated costs to sell. The real estate owned is recorded as a component of other investments and the loan is recorded as fully paid, with any allowance for credit loss that has been established charged off. Fair value of the real estate is determined by third party appraisal. Recoveries are situations where the Company has received a payment from the borrower in an amount greater than the carrying value of the loan (principal outstanding less specific allowance). The Company did not own any real estate related to our mortgage participations during the years ended December 31, 2023 and 2022.

 

F- 22
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 2.

Investments (continued)

 

Investment Income, Net of Expenses

 

The components of net investment income for the years ended December 31, 2023 and 2022 are as follows:

 

  

Years Ended December 31,

 
  

2023

  

2022

 
         

Fixed maturities

 $4,712,515  $2,159,129 

Mortgages

  1,678,623   758,362 

Equity securities

  686,999   669,721 

Funds withheld

  -   1,581,453 

Other invested assets

  218,784   47,241 

Cash and cash equivalents

  129,188   47,285 
   7,426,109   5,263,191 

Less investment expenses

  (1,013,440)  (464,992)
  $6,412,669  $4,798,199 

 

Net Investment Gains (losses)

 

Accounting standards require that the unrealized gains and losses on equity securities be reported as income on the consolidated statements of comprehensive income (loss). For the year ended December 31, 2023, net investment gains is comprised of $1,711,411 of unrealized gains on our equity portfolio, net realized losses of $757,601, a gain on the reduction in allowance for credit losses of $128,729, and a loss on the change in the fair value of our embedded derivatives of $65,978. For the year ended December 31, 2022, net investment losses is comprised of $1,638,847 of unrealized losses on our equity portfolio, net realized losses of $108,643, and a loss on the change in the fair value of our embedded derivative of $177,596.

 
 

Note 3.

Derivative Instruments

 

Accounting for Derivative Instruments

 

See Note 1 for a detailed description of the accounting treatment for derivative instruments, including embedded derivatives.

 

Types of Derivatives used by the Company

 

The Company’s derivatives consist of embedded derivatives on funds withheld on coinsurance assets which was eliminated in October 2022 and a reinsurance contract allocated hedge which was acquired in October 2022.

 

Summary of Derivative Positions

 

The fair value of the Company’s derivative financial instruments on the consolidated balance sheets is as follows:

 

  

December 31, 2023

  

December 31, 2022

  
  

Derivative

  

Derivative

 

Balance

  

Asset

  

Liability

  

Asset

  

Liability

 

Reported In

Derivatives:

                 

Embedded derivatives:

                 

Reinsurance contract allocated hedge

 $673,681   -  $724,998  $- 

Reinsurance related assets

 

F- 23
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note3.

Derivative Instruments (continued)

 

The following table shows the change in the fair value of the derivative financial instruments in the consolidated statements of comprehensive income (loss):

 

  

Year Ending

  

Year Ending

  

Balance

  

December 31, 2023

  

December 31, 2022

  

Reported In

Derivatives:

          

Embedded derivatives:

          

Change in funds withheld embedded derivative

 $-  $(544,768) 

Net investment gains (losses)

Change in reinsurance contract allocated hedge

 $(65,978) $367,172  

Net investment gains (losses)

 
 

Note 4.

Fair Value Measurements

 

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. The Company uses a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

 

 

●

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement rate.

 

 

●

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

 

●

Level 3 inputs are unobservable for the asset or liability and reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

 

Investments, available for sale: Fair values of available for sale fixed maturity securities are provided by a third party pricing service. The pricing service uses a variety of sources to determine fair value of securities. The Company’s fixed maturity securities are highly liquid, which allows for a high percentage of the portfolio to be priced through pricing sources.

 

Equity securities: Fair values for equity securities are also provided by a third party pricing service and are derived from active trading on national market exchanges.

 

Embedded derivative: The fair value of embedded derivatives associated with the reinsurance treaty is determined upon a total return swap technique with reference to the fair value of the investments held by the ceding company that support the Company’s funds withheld asset with an adjustment for a credit valuation adjustment. Additionally, the fair value of the reinsurance related assets represents the Company’s allocation of the fair value of the corresponding derivative instruments used in the hedge.  The fair value of the underlying assets for both embedded derivatives are generally based upon market observable inputs with industry standard valuation techniques. The valuation also requires certain significant inputs, which are generally not observable and accordingly, the valuation is considered Level 3 in the fair value hierarchy. The Company’s utilization of a credit-valuation adjustment did not have a material effect on the change in fair value of the embedded derivatives for the years ended December 31, 2023 and December 31, 2022.

 

F- 24
Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 4.

Fair Value Measurements (continued)

 

The table below presents the amounts of assets measured at fair value on a recurring basis as of December 31, 2023 and 2022:

 

  

December 31, 2023

 
  

Total

  

Level 1

  

Level 2

  

Level 3

 
                 

Fixed maturities:

                

US Treasury securities

 $724,668  $724,668  $-  $- 

Corporate bonds

  17,813,362   -   17,643,762   169,600 

Municipal bonds

  5,636,093   -   5,636,093   - 

Redeemable preferred stock

  3,305,569   -   3,305,569   - 

Term loans

  17,052,420   -   -   17,052,420 

Mortgage backed and asset backed securities

  29,977,408   -   29,489,908   487,500 

Total fixed maturities

  74,509,520   724,668   56,075,332   17,709,520 

Equities:

                

Common stock

  2,116,356   2,017,756   98,600   - 

Preferred stock

  1,469,529   -   1,469,529   - 

Total equities

  3,585,885   2,017,756   1,568,129   - 

Other invested assets

  2,239,683   -   -   2,239,683 
Reinsurance contract allocated hedge  673,681   -   -   673,681 
Limited partnership interests  389,827   -   -   389,827 

Total

 $81,398,596  $2,742,424  $57,643,461  $21,012,711 

 

 

  

December 31, 2022

 
  

Total

   

Level 1

  

Level 2

  

Level 3

 
                  

Fixed maturities:

                 

US Treasury securities

 $1,025,087   $1,025,087  $-  $- 

Corporate bonds

  15,869,078    -   15,687,478   181,600 

Municipal bonds

  5,420,409    -   5,420,409   - 

Redeemable preferred stock

  3,355,615    -   3,355,615   - 

Term loans

  18,149,718    -   -   18,149,718 

Mortgage backed and asset backed securities

  21,496,170    -   21,099,920   396,250 

Total fixed maturities

  65,316,077    1,025,087   45,563,422   18,727,568 

Equities:

                 

Common stock

  6,024,224    5,929,624   94,600   - 

Preferred stock

  1,370,820    -   1,370,820   - 

Total equities

  7,395,044    5,929,624   1,465,420   - 

Other invested assets

  1,760,777    -   -   1,760,777 
Reinsurance contract allocated hedge  724,998    -   -   724,998 

Total

 $75,196,896   $6,954,711  $47,028,842  $21,213,343 

 

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US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 4.

Fair Value Measurements (continued)

 

The reconciliations for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are as follows:  

 

      

Mortgage

      

Other

 

For the Year Ended December 31, 2023

 

Corporate

  

Backed

  

Term

  

Invested

 
  

Bonds

  

Securities

  

Loans

  

Assets

 

Fair value, beginning of period

 $181,600  $396,250  $18,149,718  $1,760,777 

Principal payment

  (12,000)  -   (2,278,802)  (547,952)

Acquisition

  -   -   1,233,677   898,961 

Investment related gains (losses)

  -   91,250   (52,173)  127,897 

Fair value, end of period

 $169,600  $487,500  $17,052,420  $2,239,683 

 

The Company discloses the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed on the previous page. The estimated fair value approximates carrying value for accrued interest. The methodologies for other financial assets and financial liabilities are discussed below:

 

Cash and cash equivalents: The carrying amounts approximate fair value because of the short maturity of these instruments.

 

Investment income due and accrued: The carrying amounts approximate fair value because of the short maturity of these instruments.

 

Mortgage loans on real estate:  Mortgage loans are carried at their unpaid principal value as that is considered the fair market values for these loans.  The fair values of mortgage loans on real estate are calculated using discounted expected cash flows using competitive market interest rates currently being offered for similar loans.  The inputs utilized to determine fair value of all mortgage loans are unobservable market data (competitive market interest rates); therefore, fair value of mortgage loans falls into Level 3 in the fair value hierarchy.

 

Limited partnership interests: Limited partnership interests are carried at net asset value which approximates fair value.

 

Reinsurance contract allocated hedge: The carrying value of funds withheld at interest approximates fair value as funds are specifically identified in the agreement. The fair value of the specified funds is based on the fair value of the underlying assets that are held by the ceding company.  The ceding company uses a variety of sources and pricing methodologies, which are not transparent to the Company and may include significant unobservable inputs to value the securities held in distinct portfolios, therefore the valuation of these funds withheld assets are considered Level 3 in the fair value hierarchy.

 

Policy loans: Policy loans are stated at unpaid principal balances. As these loans are fully collateralized by the cash surrender value of the underlying insurance policies, the carrying value of the policy loans approximates their fair value.

 

Federal Home Loan Bank Advances: FHLB advances are stated at the outstanding principal balances and the carrying value approximates fair value.

 

Policyholder deposits in deposit-type contracts: The fair value for policyholder deposits deposit-type insurance contracts (accumulation annuities) is calculated using a discounted cash flow approach.  Cash flows are projected using actuarial assumptions and discounted to the valuation date using risk-free rates adjusted for credit risk and the nonperformance risk of the liabilities.

 

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Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 4.

Fair Value Measurements (continued)

 

The estimated fair values of the Company’s financial assets and liabilities at December 31 are as follows:

 

  

December 31, 2023

             
                     
  

Carrying Value

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Financial Assets:

                    

Cash and cash equivalents

 $8,982,138  $8,982,138  $8,982,138  $-  $- 

Mortgage loans on real estate

  19,617,253   19,617,253   -   -   19,617,253 

Limited partnership interests

  389,827   389,827   -   -   389,827 

Investment income due and accrued

  1,878,620   1,878,620   -   -   1,878,620 

Reinsurance contract allocated hedge

  673,681   673,681   -   -   673,681 

Policy loans

  26,132   26,132   -   -   26,132 

Total Financial Assets (excluding available for sale investments)

 $31,567,651  $31,567,651  $8,982,138  $-  $22,585,513 
                     

Financial Liabilities:

                    

Federal Home Loan Bank advance

 $1,000,000  $1,000,000  $-  $-  $1,000,000 

Policyholder deposits in deposit-type contracts

  78,063,888   67,401,118   -   -   67,401,118 

Total Financial Liabilities

 $79,063,888  $68,401,118  $-  $-  $68,401,118 

 

  

December 31, 2022

             
                     
  

Carrying Value

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Financial Assets:

                    

Cash and cash equivalents

 $4,091,507  $4,091,507  $4,091,507  $-  $- 

Mortgage loans on real estate

  23,790,073   23,790,073   -   -   23,790,073 

Investment income due and accrued

  2,086,365   2,086,365   -   -   2,086,365 

Reinsurance contract allocated hedge

  724,998   724,998   -   -   724,998 

Policy loans

  34,980   34,980   -   -   34,980 

Total Financial Assets (excluding available for sale investments)

 $30,727,923  $30,727,923  $4,091,507  $-  $26,636,416 
                     

Financial Liabilities:

                    

Federal Home Loan Bank advance

 $1,000,000  $1,000,000  $-  $-  $1,000,000 

Policyholder deposits in deposit-type contracts

  79,035,350   67,741,524   -   -   67,741,524 

Total Financial Liabilities

 $80,035,350  $68,741,524  $-  $-  $68,741,524 

 

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Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements
 

Note 5.

Income Tax Provision

 

USAC files federal income tax returns based on the type of return. USAC files a consolidated corporate federal income tax return with USAMC and USAIC. USASLC, and USALSC-MT file a consolidated life insurance federal income tax return. Certain items included in income reported for financial statement purposes are not included in taxable income for the current period, resulting in deferred income taxes.

 

A reconciliation of federal income tax expense computed by applying the federal income tax rate of 21% to income before federal income tax expense for the years ended December 31, 2023 and 2022, respectively, is summarized as follows:

 

  

2023

  

2022

 

Income (loss) before total federal income tax

  625,729   (3,305,485)

Tax rate

  21%  21%

Expected income tax expense (benefit)

  131,403   (694,152)

Effect of tax-exempt income

  (28,448)  (19,204)

Other

  6,908   - 

State income tax, net

  25,749   66,793 

Return-to-Provision adjustments

  (89,557)  (25,529)

Prior period adjustments

  2,741   13,334 

Change in valuation allowance

  (901,143)  509,758 

Total

  (852,347)  (149,000)

 

For the year ended December 31, 2023, the Company recognized total tax benefit of $(852,347). This benefit is comprised of current tax expense of $0 and a deferred tax benefit of $(852,347). For the year ended December 31, 2022, the Company recognized a total tax benefit of $(149,000). 

 

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of December 31, 2023 and 2022 are summarized as follows:

 

  12/31/2023  12/31/2022 

Deferred Tax Assets

        

Net operating and capital loss carryforwards

  2,055,140   2,364,039 

Unamortized start-up costs

  84,402   105,502 

Policyowner benefit reserves

  2,353,584   2,752,406 

Unrealized Losses

  887,427   1,367,975 

Tax DAC

  903,654   824,896 

Deferred tax asset valuation allowance

  (341,684)  (1,834,167)
   5,942,523   5,580,651 

Deferred Tax Liabilities

        

GAAP DAC

  993,388   1,177,664 

Fixed assets

  89,760   29,945 

8 Year Spread

  77,810   116,715 

Value of business acquired

  509,454   528,862 

Other GAAP to Tax Differences

  383,203   432,943 

Unrealized gains

  -   - 
   2,053,616   2,286,129 
         

Net Deferred Tax

  3,888,907   3,294,522 

 

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Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 5.

Income Tax Provision (continued)

 

The Company has federal net operating loss ("NOL") and capital loss carryforwards of $7,425,956 and $9,630,952 as of December 31, 2023 and 2022, respectively. The federal NOLs generated in the years ended December 31, 2009 through 2017 will begin to expire in 2027 for federal income tax purposes. NOLs originating before January 1, 2018 are eligible to offset taxable income, if not otherwise limited under Internal Revenue Code ("IRC") section 382 limitations. NOLs generated after December 31, 2017, have an indefinite carryforward period and are subject to 80% deduction limitations based upon pre-NOL taxable income.

 

At December 31, 2023 the Company changed its tax reserve discounting methodology relating to the cash surrender value of life insurance policies. As a result of this change in method, the Company recognized an additional deferred tax benefit.

 
 

Note 6.

Reinsurance

 

A summary of significant reinsurance amounts affecting the accompanying consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 is listed in the following table.

 

  

December 31, 2023

  

December 31, 2022

 

Balance Sheet

        

Benefits and claim reserves ceded

 $103,944  $87,411 

Amounts due (to) from ceding company

  69,004   39,817 

Benefits and claim reserves assumed

  50,673,773   53,519,377 

 

  

Years Ended

 

 

 

December 31, 2023

  

December 31, 2022

 
Statements of Comprehensive Income (Loss)        

Ceded premium

 $1,400,079  $1,214,932 

Assumed premium

  4,543,477   4,400,339 

Allowances on ceded premium

  36,985   22,936 

Allowances paid on assumed premium

  514,036   515,429 

Assumed benefits and policyholder reserve increases

  5,234,519   5,566,574 

 

The company currently reinsures business in excess of its retention with General Re Life Corporation, Reliance Standard Life Insurance Company, Unified Life Insurance Company, Hartford Life and Accident Company, and Optimum Re Insurance Company. The Company also currently assumes business under agreements with Unified Life Insurance Company and American Life and Security Corporation.

 
 

Note 7.

Related Party Transactions

 

Brier Development Company, Inc. is owned solely by Jack Brier, President and CEO of the Company. Brier Development Company, Inc. owns 20,000 shares of stock in USAC which are in escrow until 5 years after the termination of the public offering. The Company makes reimbursements to Brier Development Company, Inc. on behalf of Jack H. Brier for single coverage for long-term care, Medicare coverage, and an allowance for vehicle expenses.  Reimbursements for these items were $26,773 and $26,373 for years ended December 31, 2023 and 2022, respectively.

 

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Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements
 

Note 8.

Federal Home Loan Bank Advances

 

One of the Company’s subsidiaries, USALSC, is a member of the Federal Home Loan Bank of Topeka (FHLB), which provides access to collateralized borrowings.  Any borrowings from FHLB requires the purchase of FHLB common stock in an amount equal to 4.5% of the borrowing.  On October 31, 2019, USALSC received an advance of $ 1,000,000 based on USALSC purchasing $ 45,000 of FHLB common stock.   This regular fixed convertible advance has a 10 year term with an FHLB option to convert to an adjustable rate on the 5th anniversary. The interest rate at issue was 1.66%. On April 23, 2020 and June 22, 2020 the company took two additional advances with two year terms. The interest rate at issue was 0.37% and 0.28% respectively. As of December 31, 2023, the Company had outstanding advances of $1,000,000. 

 

As of December 31, 2023, USALSC had pledged $1,629,734 of mortgage backed securities and US treasuries to FHLB in support of its outstanding advance.

 
 

Note 9.

Restricted Funds

 

As required by North Dakota law, US Alliance Life and Security Company maintains a trust account at the Bank of North Dakota which is jointly owned by the North Dakota Insurance Department. These assets were held in bonds and other invested assets with a statement value of $1,500,000 as of December 31, 2023. At December 31, 2022, the Company had a joint account with the Kansas Insurance Department for $1,500,000. This account was closed when the Bank of North Dakota account was opened in 2023. Additionally, the USALSC has special deposits with the States of Missouri, New Mexico, and Nevada. US Alliance Life and Security Company – Montana has $825,000 of funds on deposit jointly owned by the Montana Department of Insurance at Capitol Federal Savings Bank.

 
 

Note 10.

Statutory Net Income and Surplus

 

US Alliance Life and Security Company is required to prepare statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the North Dakota Insurance Department. US Alliance Life and Security Company - Montana is required to prepare statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the Montana Insurance Department. Statutory practices primarily differ from GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions as well as valuing investments and certain assets and accounting for deferred taxes on a different basis.

 

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Table of Contents
 

US Alliance Corporation

 

Notes to Consolidated Financial Statements

 

Note 10.

Statutory Net Income and Surplus (continued)

 

The following table summarizes the statutory net income (loss) and statutory capital and surplus of US Alliance Life and Security Company and US Alliance Life and Security Company - Montana for the years ended December 31, 2023 and 2022.

 

  

Statutory Capital and Surplus as of

 
  

December 31,

  

December 31,

 
  

2023

  

2022

 
         

US Alliance Life and Security Company

 $7,686,967  $6,539,207 

US Alliance Life and Security Company - Montana

  1,874,667   1,840,134 

 

  

Statutory Net Income (loss) for the years ended December 31,

 
  

2023

  

2022

 
         

US Alliance Life and Security Company

 $563,244  $(2,046,924)

US Alliance Life and Security Company - Montana

  33,599   133,180 

 

The payment of dividends to US Alliance Corporation by US Alliance Life and Security Company is subject to limitations imposed by applicable insurance laws. For example, “extraordinary” dividends may not be paid without permission of the North Dakota Insurance Department. An “extraordinary” dividend is defined, in general, as any dividend or distribution of cash or other property whose fair market value, compared with that of other dividends or distributions made within the preceding 12 months, exceeds the greater of (i) 10% of the policyholders’ surplus (total statutory capital stock and surplus) as of December 31 of the preceding year or (ii) the statutory net gain from operations excluding realized gains on investments) of the insurer for the 12 month period ending December 31 of the preceding year.

 

The payment of dividends to US Alliance Life and Security Company by US Alliance Life and Security Company – Montana is subject to similar limitations.  No dividends were paid in 2023 or 2022.

 
 

Note 11.

Commitments

 

The Company entered into a subscription agreement with Mutual Capital Investment Fund, LP on November 11, 2022.  The agreement set forth a capital commitment of $2,000,000.  As of December 31, 2023, the Company had funded $389,827 of this commitment.   

 
 

Note 12.

Subsequent Events

 

All of the effects of subsequent events that provide additional evidence about conditions that existed at the balance sheet date, including the estimates inherent in the process of preparing the consolidated financial statements, are recognized in the consolidated financial statements. The Company does not recognize subsequent events that provide evidence about conditions that did not exist at the balance sheet date but arose after, but before the consolidated financial statements are issued. In some cases, unrecognized subsequent events are disclosed to keep the consolidated financial statements from being misleading. 

 

 

 

F-31