UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2020.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________________ to _________________________________

Commission File Number: 000-55627

US ALLIANCE CORPORATION
(Exact name of registrant as specified in its charter)

KANSAS	26-4824142
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4123 SW Gage Center Drive, Suite 240, Topeka, Kansas	66604
(Address of principal executive offices)	(Zip Code)

(785) 228-0200

(Registrant’s telephone number, including area code)

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 and posted on its corporate Web site, if any, 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

☑

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. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock, $0.10 par value

~~7,741,272~~7,741,401 shares outstanding

as of ~~August~~November 4, 2020

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol	Name of each exchange on which registered
N/aA	N/A	N/A

Table of Contents

US ALLIANCE CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Part I - Financial Information

Item	Item Description	Page
Item 1	Financial Statements	3

	Consolidated Balance Sheets	3

	Consolidated Statements of Comprehensive Income (Loss)	4

	Consolidated Statements of Changes in Shareholders' Equity	5

	Consolidated Statements of Cash Flows	6

	Notes to Consolidated Financial Statements	8

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3	Quantitative and Qualitative Disclosures About Market Risk	3334

Item 4	Controls and Procedures	34

Part II - Other Information

Item	Item Description	Page
Item 1	Legal Proceedings	3435

Item 1A	Risk Factors	3435

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3435

Item 3	Defaults Upon Senior Securities	3435

Item 4	Mine Safety Disclosures	3435

Item 5	Other Information	3435

Item 6	Exhibits	3536

	Signatures	3637

Table of Contents

1. FINANCIAL STATEMENTS

US Alliance Corporation
Consolidated Balance Sheets

	June 30, 2020			December 31, 2019			September 30, 2020			December 31, 2019
		(unaudited)						(unaudited)
Assets
Investments:
Available for sale fixed maturity securities (amortized cost: $32,635,261 and $30,823,397 as of June 30, 2020 and December 31, 2019, respectively)	$	36,152,521		$	33,152,892
Available for sale fixed maturity securities (amortized cost: $32,587,751 and $30,823,397 as of September 30, 2020 and December 31, 2019, respectively)							$	36,667,727		$	33,152,892
Equity securities, at fair value								10,123,484			10,141,503
Mortgage loans on real estate		962,690			-			2,311,931			-
Equity securities, at fair value		9,141,500			10,141,503
Funds withheld under coinsurance agreement, at fair value		41,294,491			-			45,330,710			-
Policy loans		154,088			118,930			163,725			118,930
Total investments		87,705,290			43,413,325			94,597,577			43,413,325

Cash and cash equivalents		7,376,813			6,678,805			5,184,510			6,678,805
Investment income due and accrued		370,326			321,362			370,342			321,362
Reinsurance related assets		922,104			188,382			62,498			188,382
Deferred acquisition costs, net		8,310,532			2,652,674			8,394,478			2,652,674
Value of business acquired, net		549,843			559,994			544,767			559,994
Property, equipment and software, net		38,722			43,841			36,163			43,841
Goodwill		277,542			277,542			277,542			277,542
Deferred tax asset, net of valuation allowance		431,158			431,158			431,158			431,158
Other assets		890,771			372,166			722,840			372,166
Total assets	$	106,873,101		$	54,939,249		$	110,621,875		$	54,939,249


Liabilities and Shareholders' Equity
Liabilities:
Policy liabilities
Policy liabilities:
Deposit-type contracts	$	70,647,008		$	19,396,614		$	71,662,245		$	19,396,614
Policyholder benefit reserves		18,976,406			17,326,524			19,921,816			17,326,524
Dividend accumulation		114,290			123,038			115,205			123,038
Advance premiums		80,727			78,709			122,415			78,709
Total policy liabilities		89,818,431			36,924,885			91,821,681			36,924,885

Accounts payable and accrued expenses		148,434			122,981			143,522			122,981
Federal Home Loan Bank advance		2,000,000			1,000,000			2,000,000			1,000,000
Other liabilities		20,464			15,186			180,976			15,186
Total liabilities		91,987,329			38,063,052			94,146,179			38,063,052

Shareholders' Equity:
Common stock, $0.10 par value. Authorized 20,000,000 shares; issued and outstanding 7,741,229 and 7,734,004 shares as of June 30, 2020 and December 31, 2019, respectively		774,124			773,401
Common stock, $0.10 par value. Authorized 20,000,000 shares; issued and outstanding 7,741,358 and 7,734,004 shares as of September 30, 2020 and December 31, 2019, respectively								774,137			773,401
Additional paid-in capital		23,161,098			23,210,257			23,116,136			23,210,257
Accumulated deficit		(12,566,699	)		(9,436,956	)		(11,494,544	)		(9,436,956	)
Accumulated other comprehensive income		3,517,249			2,329,495			4,079,967			2,329,495
Total shareholders' equity		14,885,772			16,876,197			16,475,696			16,876,197

Total liabilities and shareholders' equity	$	106,873,101		$	54,939,249		$	110,621,875		$	54,939,249

See Notes to Consolidated Financial ~~Statements.~~Statements (unaudited).

Table of Contents

US Alliance Corporation

Consolidated Statements of Comprehensive Income (Loss)

	Six Months Ended June 30,					Three Months Ended June 30,						Nine Months Ended September 30,					Three Months Ended September 30,
	2020			2019		2020			2019			2020			2019		2020			2019
	(unaudited)					(unaudited)						(unaudited)					(unaudited)
Income:
Premium income	$	5,083,778		$	4,920,690	$	2,368,017		$	2,527,714		$	7,631,621		$	6,983,705	$	2,547,843		$	2,063,015
Net investment income		1,256,011			861,038		741,303			451,106			2,322,169			1,303,757		1,066,158			442,719
Net investment gains (losses)		(1,359,105	)		831,289		11,656			104,086			(437,085	)		937,590		922,020			106,301
Other income		27,708			25,058		14,052			12,259			48,232			40,454		20,524			15,396
Total income		5,008,392			6,638,075		3,135,028			3,095,165			9,564,937			9,265,506		4,556,545			2,627,431

Expenses:
Death claims		922,656			724,316		440,944			328,649			1,316,831			1,022,585		394,175			298,269
Policyholder benefits		2,647,705			2,305,295		1,398,622			1,168,467			3,949,421			3,267,898		1,301,716			962,603
Increase in policyholder reserves		1,612,693			1,437,658		689,445			757,098			2,574,776			1,997,786		962,083			560,128
Commissions, net of deferrals		371,570			413,599		164,614			194,064			536,257			571,543		164,687			157,944
Amortization of deferred acquisition costs		747,372			180,727		172,162			117,825			757,333			293,032		9,961			112,305
Amortization of value of business acquired		10,151			10,152		5,075			5,076			15,227			15,228		5,076			5,076
Salaries & benefits		517,085			502,727		253,880			250,895			780,626			773,400		263,541			270,673
Other operating expenses		1,308,903			722,515		436,658			307,873			1,692,054			940,502		383,151			217,987
Total expense		8,138,135			6,296,989		3,561,400			3,129,947			11,622,525			8,881,974		3,484,390			2,584,985


Net income (loss)	$	(3,129,743	)	$	341,086	$	(426,372	)	$	(34,782	)	$	(2,057,588	)	$	383,532	$	1,072,155		$	42,446

Net income (loss) per common share, basic and diluted	$	(0.40	)	$	0.04	$	(0.06	)	$	-		$	(0.27	)	$	0.05	$	0.14		$	0.01

Unrealized net holding gains arising during the period		1,247,443			2,573,315		2,910,478			1,327,537			1,819,318			2,480,863		571,875			993,217
Reclassification adjustment for (gains) losses included in net loss		(59,689	)		14,528		(17,693	)		14,528			(68,846	)		13,985		(9,157	)		(543	)

Other comprehensive income		1,187,754			2,587,843		2,892,785			1,342,065			1,750,472			2,494,848		562,718			992,674

Comprehensive income (loss)	$	(1,941,989	)	$	2,928,929	$	2,466,814		$	1,307,283		$	(307,116	)	$	2,878,380	$	1,634,873		$	1,035,120

See Notes to Consolidated Financial ~~Statements.~~Statements (unaudited).

Table of Contents

US Alliance Corporation

Consolidated Statements of Changes in Shareholders' Equity

~~Six~~Nine Months and Three Months Ended ~~June~~September 30, 2020 and 2019 (Unaudited)

								Accumulated																Accumulated
	Number of							Other									Number of							Other
	Shares of		Common		Additional			Comprehensive			Accumulated						Shares of		Common		Additional			Comprehensive			Accumulated
	Common Stock		Stock		Paid-in Capital			Income / (Loss)			Deficit			Total			Common Stock		Stock		Paid-in Capital			Income / (Loss)			Deficit			Total
Balance, December 31, 2018		7,650,551	$	765,056	$	22,989,443		$	(2,184,429	)	$	(8,937,404	)	$	12,632,666			7,650,551	$	765,056	$	22,989,443		$	(2,184,429	)	$	(8,937,404	)	$	12,632,666
Common stock issued, $7 per share		56,539		5,654		390,119			-			-			395,773			82,019		8,202		565,931			-			-			574,133
Costs associated with common stock issued		-		-		(237,870	)		-			-			(237,870	)		-		-		(300,981	)		-			-			(300,981	)
Cumulative effect, adoption of accounting guidance for equity sercurities		-		-		-			1,098,760			(1,098,760	)		-
Cumulative effect, adoption of accounting guidance for equity securities																		-		-		-			1,098,760			(1,098,760	)		-
Other comprehensive income		-		-		-			2,587,843			-			2,587,843			-		-		-			3,580,517			-			3,580,517
Net income		-		-		-			-			341,086			341,086			-		-		-			-			383,532			383,532
Balance, June 30, 2019		7,707,090	$	770,710	$	23,141,692		$	1,502,174		$	(9,695,078	)	$	15,719,498
Balance, September 30, 2019																		7,732,570	$	773,258	$	23,254,393		$	2,494,848		$	(9,652,632	)	$	16,869,867

Balance, December 31, 2019		7,734,004	$	773,401	$	23,210,257		$	2,329,495		$	(9,436,956	)	$	16,876,197			7,734,004	$	773,401	$	23,210,257		$	2,329,495		$	(9,436,956	)	$	16,876,197
Common stock issued, $7 per share		7,225		723		49,852			-			-			50,575			7,354		736		50,742			-			-			51,478
Costs associated with common stock issued		-		-		(99,011	)		-			-			(99,011	)		-		-		(144,863	)		-			-			(144,863	)
Other comprehensive income		-		-		-			1,187,754			-			1,187,754			-		-		-			1,750,472			-			1,750,472
Net loss		-		-		-			-			(3,129,743	)		(3,129,743	)		-		-		-			-			(2,057,588	)		(2,057,588	)
Balance, June 30, 2020		7,741,229	$	774,124	$	23,161,098		$	3,517,249		$	(12,566,699	)	$	14,885,772
Balance, September 30, 2020																		7,741,358	$	774,137	$	23,116,136		$	4,079,967		$	(11,494,544	)	$	16,475,696

								Accumulated															Accumulated
	Number of							Other								Number of							Other
	Shares of		Common		Additional			Comprehensive		Accumulated						Shares of		Common		Additional			Comprehensive		Accumulated
	Common Stock		Stock		Paid-in Capital			Income		Deficit			Total			Common Stock		Stock		Paid-in Capital			Income		Deficit			Total
Balance, March 31, 2019		7,693,408	$	769,342	$	23,142,047		$	160,109	$	(9,660,296	)	$	14,411,202
Balance, June 30, 2019																	7,707,090	$	770,710	$	23,141,692		$	1,502,174	$	(9,695,078	)	$	15,719,498
Common stock issued, $7 per share		13,682		1,368		94,406			-		-			95,774			25,480		2,548		175,812			-		-			178,360
Costs associated with common stock issued		-		-		(94,761	)		-		-			(94,761	)		-		-		(63,111	)		-		-			(63,111	)
Other comprehensive income		-		-		-			1,342,065		-			1,342,065			-		-		-			992,674		-			992,674
Net loss		-		-		-			-		(34,782	)		(34,782	)
Balance, June 30, 2019		7,707,090	$	770,710	$	23,141,692		$	1,502,174	$	(9,695,078	)	$	15,719,498
Net income																	-		-		-			-		42,446			42,446
Balance, September 30, 2019																	7,732,570	$	773,258	$	23,254,393		$	2,494,848	$	(9,652,632	)	$	16,869,867

Balance, March 31, 2020		7,740,700	$	774,071	$	23,204,894		$	624,464	$	(12,140,327	)	$	12,463,102
Balance, June 30, 2020																	7,741,229	$	774,124	$	23,161,098		$	3,517,249	$	(12,566,699	)	$	14,885,772
Common stock issued, $7 per share		529		53		3,650			-		-			3,703			129		13		890			-		-			903
Costs associated with common stock issued		-		-		(47,446	)		-		-			(47,446	)		-		-		(45,852	)		-		-			(45,852	)
Other comprehensive income		-		-		-			2,892,785		-			2,892,785			-		-		-			562,718		-			562,718
Net loss		-		-		-			-		(426,372	)		(426,372	)
Balance, June 30, 2020		7,741,229	$	774,124	$	23,161,098		$	3,517,249	$	(12,566,699	)	$	14,885,772
Net income																	-		-		-			-		1,072,155			1,072,155
Balance, September 30, 2020																	7,741,358	$	774,137	$	23,116,136		$	4,079,967	$	(11,494,544	)	$	16,475,696

See Notes to Consolidated Financial ~~Statements.~~Statements (unaudited).

Table of Contents

US Alliance Corporation

Consolidated Statements of Cash Flows

	Six Months Ended June 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
	(unaudited)						(unaudited)
Cash Flows from operating activities:
Net income (loss)	$	(3,129,743	)	$	341,086		$	(2,057,588	)	$	383,532
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		5,119			5,118			7,678			7,678
Net realized losses on the sale of securities		224,878			14,528			172,351			13,985
Unrealized (gains) losses on equity securities		497,194			(845,817	)		126,205			(951,575	)
Change in fair value of funds withheld embedded derivative		637,033			-			138,529			-
Amortization of investment securities, net		75,873			17,055			100,026			27,664
Deferred acquisition costs capitalized		(511,691	)		(176,056	)		(591,987	)		(254,723	)
Deferred acquisition costs amortized		747,373			180,727			757,333			293,033
Value of business acquired amortized		10,151			10,152			15,227			15,228
Interest credited on deposit type contracts		479,157			328,583			811,403			495,623
(Increase) decrease in operating assets:
Change in funds withheld		(170,516	)		-			(518,388	)		-
Investment income due and accrued		(48,964	)		1,237			(48,980	)		(19,453	)
Reinsurance related assets		(50,475	)		(19,513	)		189,532			(12,981	)
Other assets		196,689			(10,830	)		130,235			6,687
Increase (decrease) in operating liabilities:
Policyowner benefit reserves		1,649,882			1,474,338			2,595,292			2,045,227
Dividend accumulation		(8,748	)		(8,180	)		(7,833	)		(49,481	)
Advance premiums		2,018			16,590			43,706			39,972
Other liabilities		5,278			(14,533	)		165,790			(11,117	)
Accounts payable and accrued expenses		25,453			(143,134	)		20,541			(207,403	)
Net cash provided by operating activities		635,961			1,171,351			2,049,072			1,821,896


Cash Flows from investing activities:
Purchase of fixed income investments		(2,028,449	)		(984,288	)		(2,496,724	)		(1,230,636	)
Purchase of equity investments		(4,186,434	)		(179,039	)		(5,013,668	)		(179,496	)
Purchase of mortgage investments		(962,632	)		-			(2,317,154	)		-
Proceeds from fixed income sales and repayments		1,619,318			393,163			1,928,744			528,750
Proceeds from equity sales and repayments		2,985,691			268,101
Transferred to funds withheld		(2,334,966	)		-
Proceeds from equity sales								3,437,262			268,101
Proceeds from mortgage repayments								5,223			-
Transfers to funds withheld								(4,391,824	)		-
Interest on policy loans		(5,199	)		(723	)		(8,934	)		(675	)
Increase (decrease) in policy loans		(29,959	)		179
Increase in policy loans								(35,861	)		(11,560	)
Net cash used in investing activities		(4,942,630	)		(502,607	)		(8,892,936	)		(625,516	)

Cash Flows from financing activities:
Receipts on deposit-type contracts		5,019,037			1,921,482			5,883,499			2,779,027
Withdrawals on deposit-type contracts		(965,923	)		(882,725	)		(1,440,545	)		(1,180,666	)
Proceeds from FHLB advance		1,000,000			-			1,000,000			-
Proceeds received from issuance of common stock, net of costs of issuance		(48,437	)		157,903			(93,385	)		273,152
Net cash provided by financing activities		5,004,677			1,196,660			5,349,569			1,871,513

Net increase in cash and cash equivalents		698,008			1,865,404
Net increase (decrease) in cash and cash equivalents								(1,494,295	)		3,067,893

Cash and cash equivalents:
Cash and Cash Equivalents:
Beginning		6,678,805			2,077,646			6,678,805			2,077,646
Ending	$	7,376,813		$	3,943,050		$	5,184,510		$	5,145,539

See Notes to Consolidated Financial ~~Statements.~~Statements (unaudited).

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US Alliance Corporation

Supplemental Cash Flow Information ~~(unaudited)~~

	Six Months Ended				Nine Months Ended September 30,
	2020		2019		2020		2019
Supplemental Disclosure of Non-Cash Information
Funds withheld assumed deposits on deposit-type contracts	$	46,763,118	$	-	$	47,097,503	$	-
Funds withheld assumed withdrawals on deposit-type contracts		44,995		-		86,229		-
Commissions and expense allowances deducted from funds withheld		6,608,834		-		6,808,484		-

Table of Contents

US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

Note 1. Description of Business and Significant Accounting Policies

Description of business: US Alliance Corporation ("USAC") was formed as a Kansas corporation on April 24, 2009 to raise capital to form a new Kansas-based life insurance company. Our offices are located at 4123 SW Gage Center Drive, Suite 240, Topeka, Kansas 66604. Our telephone number is 785-228-0200 and our website address is www.usalliancecorporation.com.

USAC has five direct and indirect wholly-owned operating ~~subsidiaries .~~subsidiaries. US Alliance Life and Security Company ("USALSC") was formed June 9, 2011, to serve as our life insurance company. US Alliance Marketing Corporation ("USAMC") was formed April 23, 2012, to serve as a marketing resource. US Alliance Investment Corporation ("USAIC") was formed April 23, 2012 to serve as investment manager for USAC. Dakota Capital Life Insurance Company (“DCLIC”) was acquired on August 1, 2017 when USAC merged with Northern Plains Capital Corporation (“NPCC”). US Alliance Life and Security Company - Montana ~~("USALSC-Montana")~~(USALSC-Montana) was acquired December 14, 2018. Both DCLIC and USALSC-Montana are wholly-owned subsidiaries of USALSC.

Unless the context otherwise indicates, references in this report to "we," "us," "our," or the "Company" refer collectively to USAC and its subsidiaries.

USAC terminated its initial public offering on February 24, 2013. During the balance of 2013, ~~the Company~~USAC 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~~USAC sold its first insurance product on May 1, 2013. ~~The Company~~USAC continued to expand its product offerings and distribution channels throughout 2014 and 2015. On February 24, 2015, USAC commenced a warrant exercise offering set to expire on February 24, 2016. On February 24, 2016, USAC extended the offering until February 24, 2017 and made additional shares available for purchase. All outstanding warrants expired on April 1, 2016. USAC has extended this offering to February 24, 2021. During the 4th quarter of 2017, USAC began a private placement offering to accredited investors in the state of North Dakota.

USALSC and DCLIC seek opportunities to develop and market additional products.

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

Basis of ~~presentation:~~ presentation: The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods have been included.

The results of operation for the three and ~~six~~nine months ended ~~June~~September 30, 2020 are not necessarily indicative of the results to be expected for the year ended December 31, 2020 or for any other interim period or for any other future year. Certain financial information which is normally included in the notes to financial statements prepared in accordance with US GAAP, but which are not required for interim reporting purposes, has been condensed or omitted. The accompanying financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in USAC’s report on Form 10-K and amendments thereto for the year ended December 31, 2019.

Principles of consolidation: The consolidated financial statements include the accounts of USAC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated from the consolidated financial statements.

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

Area of Operation: USALSC is authorized to operate in the states of Kansas, North Dakota, Missouri, Nebraska, Oklahoma, and ~~Oklahoma.~~Wyoming. DCLIC is authorized to operate in the states of North Dakota and South Dakota. USALSC-Montana is authorized to operate in the state of Montana

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~~US Alliance Corporation~~

~~Notes to Consolidated Financial Statements (unaudited)~~

Reclassifications: Certain reclassifications of a minor nature have been made to prior-year balances to conform to current-year presentation with no net impact to net loss/income or equity.

Common stock and income (loss) per share: The par value for common stock is $0.10 per share with 20,000,000 shares authorized. As of ~~June~~September 30, 2020, and December 31, 2019, USAC had ~~7,741,229~~7,741,358 and 7,734,004 common shares issued and outstanding, respectively.

~~Earnings~~Income (loss) per share attributable to USAC’s common stockholders were computed based on the net ~~loss~~income (loss) and the weighted average number of shares outstanding during each year. The weighted average number of shares outstanding during the quarters ended ~~June~~September 30, 2020 and 2019 were ~~7,740,876~~7,741,272 and ~~7,697,969~~7,715,583 shares, respectively. The weighted average number of shares outstanding during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 were ~~7,737,418~~7,738,179 and ~~7,673,690~~7,681,612 shares, respectively. Potential common shares are excluded from the computation when their effect is anti-dilutive. Basic and diluted net ~~income (loss)~~loss per common share is the same for the quarters and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019.

New accounting pronouncements

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (“FASB”) issued updated guidance to clarify the principles for recognizing revenue. While insurance contracts are not within the scope of this updated guidance, the Company's fee income related to providing services will be subject to this updated guidance. The updated guidance requires an entity to recognize revenue as performance obligations are met, in order to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is entitled to receive for those goods or services.

The following steps are applied in the updated guidance: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when, or as, the entity satisfies a performance obligation.

In July 2015, the FASB deferred the effective date of the updated guidance on revenue recognition by one year to the quarter ending March 31, 2018. As an emerging growth company, the Company chose to defer implementation of this accounting standard until the year ending December 31, 2019. The adoption of this guidance did not have a material effect on the Company’s result of operations, financial position or liquidity.

Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the FASB issued updated guidance regarding financial instruments. This guidance intends to enhance reporting for financial instruments and addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The significant amendments in this update generally require equity investments to be measured at fair value with changes in fair value recognized in net income, require the use of an exit price notion when measuring the fair value of financial instruments for disclosure purposes and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. This guidance also intends to enhance the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments.

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

This guidance was effective for the Company for the year ended December 31, 2019 and required a cumulative effect adjustment to opening retained earnings to be recorded for equity investments with readily determinable fair values. As of the adoption date, the Company held publicly traded equity investments with a fair value of ~~$ 10,987,539~~$10,987,539 million in a net unrealized gain position of $ 1,098,760 million. The Company has recorded a cumulative-effect adjustment of $ 1,098,760 to decrease Accumulated Other Comprehensive Income (AOCI) with a corresponding increase to accumulated deficit for unrealized gains as of the beginning of fiscal year 2019. As a result of the implementation of ASU 2016-01, unrealized gains and losses in equity investments with readily determinable fair values are recorded on the Consolidated Statements of Comprehensive Income (Loss) within net investment gains (losses). The Company recorded a gain in net investment gains (losses) of $1.1 million for year ended December 31, 2019 as a result of adopting this standard. The implementation of this guidance is expected to increase volatility in our net income as the volatility previously recorded in Comprehensive Income (OCI) related to changes in the fair market value of available-for-sale equity investments will now be reflected in net income effective with the adoption date.

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~~US Alliance Corporation~~

~~Notes to Consolidated Financial Statements (unaudited)~~

Leases

In February 2016, the FASB issued updated guidance to require lessees to recognize a right-to-use asset and a lease liability for leases with terms of more than 12 months. The updated guidance retains the two classifications of a lease as either an operating or finance lease (previously referred to as a capital lease). Both lease classifications require the lessee to record the right-to-use asset and the lease liability based upon the present value of cash flows. Finance leases will reflect the financial arrangement by recognizing interest expense on the lease liability separately from the amortization expense of the right-to-use asset. Operating leases will recognize lease expense (with no separate recognition of interest expense) on a straight-line basis over the term of the lease. The accounting by lessors is not significantly changed by the updated guidance. The updated guidance requires expanded qualitative and quantitative disclosures, including additional information about the amounts recorded in the financial statements.

The updated guidance is effective for reporting periods beginning after December 15, 2018, and will require that the earliest comparative period presented include the measurement and recognition of existing leases with an adjustment to equity as if the updated guidance had always been applied. Early adoption is permitted. As an emerging growth company, the Company has elected to defer implementation of this standard to fiscal years beginning after December 15, 2020. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued updated guidance for the accounting for credit losses for financial instruments. The updated guidance applies a new credit loss model (current expected credit losses or CECL) for determining credit-related impairments for financial instruments measured at amortized cost (e.g. reinsurance recoverables) and requires an entity to estimate the credit losses expected over the life of an exposure or pool of exposures. The estimate of expected credit losses should consider historical information, current information, as well as reasonable and supportable forecasts, including estimates of prepayments. The expected credit losses, and subsequent adjustments to such losses, will be recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the financial asset presented on the consolidated balance sheet at the amount expected to be collected.

The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists.

The updated guidance is effective for reporting periods beginning after December 15, 2019. Early adoption is permitted for reporting periods beginning after December 15, 2018. As an emerging growth company, the Company has elected to defer implementation of this standard to fiscal years beginning after December 15, 2022. The Company will not be able to determine the impact that the updated guidance will have on its results of operations, financial position or liquidity until the updated guidance is adopted.

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

Classification of Certain Cash Receipts and Cash Payment

In August 2016, the FASB issued new guidance that clarifies the classification of certain cash receipts and cash payments in the statement of cash flows under eight different scenarios including, but not limited to: (i) debt prepayment or debt extinguishment costs; (ii) proceeds from the settlement of corporate-owned life insurance policies including bank-owned life insurance policies; (iii) distributions received from equity method investees; and (iv) separately identifiable cash flows and application of the predominance principle. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. ~~Early adoption is permitted.~~ As an emerging growth company, the Company ~~has~~ elected to defer implementation of this standard to fiscal years beginning after December 15, 2018. The implementation of this standard did not have a material impact on the Company’s statement of cash flows.

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

On December 22, 2017, the U.S. federal government enacted a tax bill, H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (Tax Cuts and Jobs Act). In February 2018, FASB issued guidance to address certain issues related to the Tax Cuts and Jobs Act. This new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. ~~Early adoption is permitted.~~ The adoption of this guidance did not have a material effect on the Company’s results of operations, financial position or liquidity.

Targeted Improvements to the Accounting for Long-Duration Contracts

In August 2018, the FASB issued ASU 2018-12 “Targeted Improvements to the Accounting for Long-Duration Contracts.” ASU 2018-12 requires periodic reassessment of actuarial and discount rate assumptions used in the valuation of policyholder liabilities and deferred acquisition costs arising from the issuance of long-duration insurance and reinsurance contracts, with the effects of the changes in cash flow assumptions reflected in earnings and the effects of changes in discount rate assumptions reflected in other comprehensive income. Under current accounting guidance, the actuarial and discount rate assumptions are set at the contract inception date and not subsequently changed, except in limited circumstances. ASU 2018-12 also requires new disclosures and is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We are evaluating the effect this standard will have on our Consolidated Financial Statements.

Fair Value Measurement

This guidance is part of the FASB’s disclosure framework project and eliminates certain disclosure requirements for fair value measurement, requires entities to disclose new information and modifies existing disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. ~~Early adoption is permitted.~~ The adoption of this guidance did not have a material effect on the Company’s results of operations, financial position or liquidity.

All other new accounting standards and updates of existing standards issued through the date of this filing were considered by management and did not relate to accounting policies and procedures pertinent or material to the Company at this time.

The Company’s significant ~~account~~accounting policies are discussed in Note 1 “Description of Business and Significant Accounting Policies” of the 2019 Annual Report. The significant accounting policies below reflect the impact of new transactions involving funds withheld under a coinsurance agreement and the issuance of mortgage loans.

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

Funds Withheld under Coinsurance Agreement: Funds withheld under coinsurance agreement represent amounts contractually withheld by ~~a ceding company~~American Life and Security Corporation in accordance with a reinsurance agreement entered into in 2020. For agreements written on a coinsurance funds withheld basis, assets that support the net statutory reserves or as defined by the treaty, are withheld and legally owned by the ceding company. Interest is recorded in net investment income, net of related expenses in the consolidated statements of income (loss). Funds withheld under coinsurance agreement are presented net of the embedded derivative, discussed below.

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~~US Alliance Corporation~~

~~Notes to Consolidated Financial Statements (unaudited)~~

Embedded Derivatives: The Company has entered into coinsurance funds withheld arrangement which contains an embedded derivative. Under ASC 815, the Company assesses whether the embedded derivative is clearly and closely related to the host contract. The Company bifurcates embedded derivatives from the host instrument for measurement purposes when the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and a separate instrument with the same terms would qualify as a derivative instrument. Embedded derivatives, which are reported with the host instrument on the consolidated balance sheets in funds withheld under coinsurance agreement, are reported at fair value with changes in fair value recognized in the consolidated statements of comprehensive income (loss) in net investment gains (losses).

Mortgage Loans on Real Estate: Mortgage loans on real estate are carried at unpaid principal balances, net of any unamortized premium or discount and valuation allowances. Interest income is accrued on the principal amount of the mortgage loans based on its contractual interest rate. Amortization of premiums and discounts is recorded using the effective yield method. The Company accrues interest on loans until probable the Company will not receive interest or the loan is 90 days past due. Interest income, amortization of premiums, accretion of discounts and prepayment fees are reported in investment income, net of related expenses in the consolidated statements of comprehensive income (loss).

A mortgage loan is considered to be impaired when, based on the current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the mortgage agreement.

Valuation allowances on mortgage loans are established based upon inherent losses expected by management to be realized in connection with future dispositions or settlement of mortgage loans, including foreclosures. The Company establishes valuation allowances for estimated impairments on an individual loan basis as of the balance sheet date. Such valuation allowances are based on the excess carrying value of the loan over the present value of expected future cash flows discounted at the loan’s original effective interest rate, the value of the loan’s collateral if the loan is in the process of foreclosure or is otherwise collateral-dependent, or the loan’s market value if the loan is being sold. These evaluations are revised as conditions change and new information becomes available. In addition to historical experience, management considers qualitative factors that include the impact of changing macro-economic conditions, which may not be currently reflected in the loan portfolio performance, and the quality of the loan portfolio.

Any interest accrued or received on the net carrying amount of the impaired loan will be included in investment income or applied to the principal of the loan, depending on the assessment of the collectibility of the loan. Mortgage loans deemed to be uncollectible or that have been foreclosed are charged off against the valuation allowances and subsequent recoveries, if any, are credited to the valuation allowances. Changes in valuation allowances are reported in investment related gains (losses), net on the consolidated statements of income (loss).

The Company evaluates whether a mortgage loan modification represents a troubled debt restructuring. In a troubled debt restructuring, the Company grants concessions related to the borrower’s financial difficulties. Generally, the types of concessions include: reduction of the contractual interest rate, extension of the maturity date at an interest rate lower than current market interest rates and/or a reduction of accrued interest. The Company considers the amount, timing and extent of the concession granted in determining any impairment or changes in the specific valuation allowance recorded in connection with the troubled debt restructuring. Through the continuous monitoring process, the Company may have recorded a specific valuation allowance prior to when the mortgage loan is modified in a troubled debt restructuring. Accordingly, the carrying value (after specific valuation allowance) before and after modification through a troubled debt restructuring may not change significantly, or may increase if the expected recovery is higher than the pre-modification recovery assessment.

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

Note 2. Investments

Fixed Maturities

The amortized cost and fair value of available for sale investments as of ~~June~~September 30, 2020 and December 31, 2019 is as follows:

	June 30, 2020									September 30, 2020
	Cost or		Gross		Gross					Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized					Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value
	(unaudited)									(unaudited)
Available for sale:
Fixed maturities:
US Treasury securities	$	573,039	$	101,726	$	-		$	674,765	$	573,979	$	122,953	$	-		$	696,932
Corporate bonds		19,240,984		2,816,255		(182,565	)		21,874,674		19,128,008		3,086,100		(111,683	)		22,102,425
Municipal bonds		5,959,395		872,610		-			6,832,005		5,951,127		920,148		(103	)		6,871,172
Redeemable preferred stock		3,213,953		4,224		(159,884	)		3,058,293		3,015,598		16,473		(48,985	)		2,983,086
Mortgage backed and asset backed securities		3,647,890		81,386		(16,492	)		3,712,784		3,919,039		106,252		(11,179	)		4,014,112
Total available for sale	$	32,635,261	$	3,876,201	$	(358,941	)	$	36,152,521	$	32,587,751	$	4,251,926	$	(171,950	)	$	36,667,727

	December 31, 2019
	Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
Available for sale:
Fixed maturities:
US Treasury securities	$	608,477	$	24,162	$	-		$	632,639
Corporate bonds		18,407,211		1,697,265		(20,079	)		20,084,397
Municipal bonds		6,538,883		518,059		(1,883	)		7,055,059
Redeemable preferred stock		2,097,206		36,687		-			2,133,893
Mortgage backed and asset backed securities		3,171,620		77,593		(2,309	)		3,246,904
Total available for sale	$	30,823,397	$	2,353,766	$	(24,271	)	$	33,152,892

The amortized cost and fair value of debt securities as of ~~June~~September 30, 2020 and December 31, 2019, by contractual maturity, are shown in the following table. 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 June 30, 2020				As of December 31, 2019				As of September 30, 2020				As of December 31, 2019
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(unaudited)								(unaudited)
Amounts maturing in:
One year or less	$	-	$	-	$	99,987	$	100,239	$	100,957	$	103,352	$	99,987	$	100,239
After one year through five years		1,623,810		1,726,647		1,424,337		1,471,552		1,625,522		1,747,976		1,424,337		1,471,552
After five years through ten years		3,087,409		3,570,764		3,286,937		3,574,191		2,885,723		3,367,585		3,286,937		3,574,191
More than 10 years		21,062,199		24,084,033		20,743,310		22,626,113		21,040,912		24,451,616		20,743,310		22,626,113
Redeemable preferred stocks		3,213,953		3,058,293		2,097,206		2,133,893		3,015,598		2,983,086		2,097,206		2,133,893
Mortgage backed and asset backed securities		3,647,890		3,712,784		3,171,620		3,246,904		3,919,039		4,014,112		3,171,620		3,246,904
Total amortized cost and fair value	$	32,635,261	$	36,152,521	$	30,823,397	$	33,152,892	$	32,587,751	$	36,667,727	$	30,823,397	$	33,152,892

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

Proceeds from the sale of securities, maturities, and asset paydowns for the first ~~six~~nine months of 2020 and 2019 were ~~$4,605,009~~$5,371,229 and ~~$661,264~~$796,851 respectively. Realized gains and losses related to the sale of securities are summarized below:

	Six Months Ended June 30,						Nine Months Ended September 30,
	(unaudited)						(unaudited)
	2020			2019			2020			2019
Gross gains	$	64,907		$	3,951		$	119,173		$	4,601
Gross losses		(289,785	)		(18,479	)		(291,524	)		(18,586	)
Net security losses	$	(224,878	)	$	(14,528	)	$	(172,351	)	$	(13,985	)

Proceeds from the sale of securities, maturities, and asset paydowns for the three months ~~ended June~~September 30, 2020 and 2019 were ~~$1,115,733~~$766,220 and ~~$608,682~~$135,587 respectively. Realized gains and losses related to the sale of securities are summarized below:

	Three Months Ended June 30,						Three Months Ended September 30,
	(unaudited)						(unaudited)
	2020			2019			2020			2019
Gross gains	$	20,612		$	3,951		$	54,266		$	650
Gross losses		(26,537	)		(18,479	)		(1,739	)		(107	)
Net security losses	$	(5,925	)	$	(14,528	)
Net security gains							$	52,527		$	543

Gross unrealized losses by duration for available for sale securities are summarized as follows:

	Less than 12 months					Greater than 12 months				Total					Less than 12 months					Greater than 12 months					Total
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss		Value		Loss			Value		Loss			Value		Loss			Value		Loss
June 30, 2020	(unaudited)
September 30, 2020															(unaudited)
Available for sale:
Fixed maturities:
Corporate bonds	$	1,731,912	$	(182,565	)	$	-	$	-	$	1,731,912	$	(182,565	)	$	1,379,313	$	(106,717	)	$	45,000	$	(4,966	)	$	1,424,313	$	(111,683	)
Municipal bonds																47,844		(103	)		-		-			47,844		(103	)
Redeemable preferred stock		2,779,058		(159,884	)		-		-		2,779,058		(159,884	)		2,280,348		(48,985	)		-		-			2,280,348		(48,985	)
Mortgage backed and asset backed securities		457,526		(16,492	)		-		-		457,526		(16,492	)		316,327		(11,179	)		-		-			316,327		(11,179	)
Total fixed maturities	$	4,968,496	$	(358,941	)	$	-	$	-	$	4,968,496	$	(358,941	)	$	4,023,832	$	(166,984	)	$	45,000	$	(4,966	)	$	4,068,832	$	(171,950	)

	Less than 12 months					Greater than 12 months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss			Value		Loss
December 31, 2019
Available for sale:
Fixed maturities:
Corporate bonds	$	967,848	$	(20,079	)	$	-	$	-		$	967,848	$	(20,079	)
Municipal bonds		46,646		(1,883	)		-		-			46,646		(1,883	)
Mortgage backed and asset backed securities		-		-			296,576		(2,309	)		296,576		(2,309	)
Total fixed maturities	$	1,014,494	$	(21,962	)	$	296,576	$	(2,309	)	$	1,311,070	$	(24,271	)

Unrealized losses occur from market price declines that may be due to a number of factors, including economic downturns, changes in interest rates, competitive forces within an industry, issuer specific events, operational difficulties, lawsuits, and market pricing anomalies caused by factors such as temporary lack of liquidity.

The total number of available for sale securities in the investment portfolio in an unrealized loss position as of ~~June~~September 30, 2020 was ~~24,~~22, which represented an unrealized loss of ~~$358,941~~$171,950 of the aggregate carrying value of those securities. The 2422 securities breakdown as follows: 87 bonds, 76 mortgage and asset backed securities, and 9 preferred stocks. The Company determined that no securities were considered to be other-than-temporarily impaired as of ~~June~~September 30, 2020 and December 31, 2019.

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

Mortgage ~~loans~~Loans on Real Estate

The Company’s mortgage loans by property type as of ~~June~~September 30, 2020 and December 31, 2019 are summarized as follows:

	June 30,2020		December 31, 2019		September 30,2020		December 31, 2019
	(unaudited)				(unaudited)
Commerical mortgage loans by property type
Commercial mortgage loans by property type
Student housing	$	786,736	$	-	$	781,512	$	-
Condominium						1,352,435		-
Multi-family		175,954		-		177,984		-
Total commerical mortgages	$	962,690	$	-
Total commercial mortgages					$	2,311,931	$	-

The Company’s mortgage loans by loan-to-value ratio as of ~~June~~September 30, 2020 and December 31, 2019 are summarized as follows:

	June 30,2020		December 31, 2019		September 30,2020		December 31, 2019
	(unaudited)				(unaudited)
Loan to value ratio
Over 70 to 80%					$	1,352,435	$	-
Over 20 to 30%	$	175,954	$	-		177,984		-
Over 10 to 20%		786,736		-		781,512		-
Total	$	962,690	$	-	$	2,311,931	$	-

The Company’s mortgage loans by maturity date as of ~~June~~September 30, 2020 and December 31, 2019 are summarized as follows:

	June 30,2020		December 31, 2019		September 30,2020		December 31, 2019
	(unaudited)				(unaudited)
Maturity Date
One year or less	$	962,690	$	-	$	2,311,931	$	-

Investment Income, Net of Expenses

The components of net investment income for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 are as follows:

	Six Months Ended June 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
	(unaudited)						(unaudited)
Fixed maturities	$	617,418		$	585,033		$	889,563		$	873,443
Mortgages		5,851			-			61,438			-
Equity securities		289,450			285,076			487,777			440,426
Funds withheld		364,033			-			962,023			-
Cash and cash equivalents		11,376			13,978			12,240			23,772
		1,288,128			884,087			2,413,041			1,337,641
Less investment expenses		(32,117	)		(23,049	)		(90,872	)		(33,884	)
	$	1,256,011		$	861,038		$	2,322,169		$	1,303,757

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

The components of net investment income for the three months ended ~~June~~September 30, 2020 and 2019 are as follows:

	Three Months Ended June 30,						Three Months Ended September 30,
	2020			2019			2020			2019
	(unaudited)						(unaudited)
Fixed maturities	$	309,943		$	282,739		$	272,145		$	288,410
Mortgages		5,851		$	-			55,587		$	-
Equity securities		139,261			170,491			198,327			155,350
Funds withheld		304,778			-			597,990			-
Cash and cash equivalents		2,064			9,779			864			9,794
		761,897			463,009			1,124,913			453,554
Less investment expenses		(20,594	)		(11,903	)		(58,755	)		(10,835	)
	$	741,303		$	451,106		$	1,066,158		$	442,719

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 consists solely of embedded derivatives on funds withheld on coinsurance assets.

Summary of ~~Derivative~~Derivative Positions

The fair value of the Company’s derivative financial instruments on the consolidated balance sheets ~~as of June 30, 2020~~ is as follows:

June 30, 2020

December 31, 2019

September 30, 2020

December 31, 2019

(unaudited)

Derivative

Balance

Derivative

Balance

Asset

Liability

Asset

Liability

Reported In

Asset

Liability

Asset

Liability

Reported In

Derivatives:

Embedded derivatives:

Funds withheld embedded derivative

637,033

Funds withheld

138,529

Funds withheld

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

Period Ending

Balance

Nine Months Ending

Balance

June 30,2020

June 30,2019

Reported In

September 30,2020

September 30,2019

Reported In

(unaudited)

(unaudited)

Derivatives:

Embedded derivatives:

Change in funds withheld embedded derivative

(637,033

)

Net investment gains (losses)

(138,529

)

Net investment gains (losses)

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

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:~~derivative: The fair value of embedded derivatives associated with funds withheld 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~~Company’s fund withheld asset with an adjustment for a credit valuation adjustment. The fair value of the underlying assets is generally based upon market observable inputs ~~using~~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. Since the embedded derivative is in a liability position there is no credit valuation adjustment at ~~June~~September 30, 2020.

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

The following table presents the amounts of assets measured at fair value on a recurring basis as of ~~June~~September 30, 2020 and December 31, 2019:

	June 30, 2020										September 30, 2020
	Total			Level 1		Level 2		Level 3			Total			Level 1		Level 2		Level 3
	(unaudited)										(unaudited)
Fixed maturities:
US Treasury securities	$	674,765		$	674,765	$	-	$	-		$	696,932		$	696,932	$	-	$	-
Corporate bonds		21,874,674			-		21,683,074		191,600			22,102,425			-		21,915,625		186,800
Municipal bonds		6,832,005			-		6,832,005		-			6,871,172			-		6,871,172		-
Redeemable preferred stock		3,058,293			-		3,058,293		-			2,983,086			-		2,983,086		-
Mortgage backed and asset backed securities		3,712,784			-		3,712,784		-			4,014,112			-		4,014,112		-
Total fixed maturities		36,152,521			674,765		35,286,156		191,600			36,667,727			696,932		35,783,995		186,800
Equities:
Common stock		7,162,008			7,071,608		90,400		-			7,876,172			7,785,072		91,100		-
Preferred stock		1,979,492			-		1,979,492		-			2,247,312			-		2,247,312		-
Total equities		9,141,500			7,071,608		2,069,892		-			10,123,484			7,785,072		2,338,412		-
Funds withheld embedded derivative		(637,033	)		-		-		(637,033	)		(138,529	)		-		-		(138,529	)
Total	$	44,656,988		$	7,746,373	$	37,356,048	$	(445,433	)	$	46,652,682		$	8,482,004	$	38,122,407	$	48,271

	December 31, 2019
	Total		Level 1		Level 2		Level 3
Available for sale:
Fixed maturities:
US Treasury securities	$	632,639	$	632,639	$	-	$	-
Corporate bonds		20,084,397		-		19,892,797		191,600
Municipal bonds		7,055,059		-		7,055,059		-
Redeemable preferred stock		2,133,893		-		2,133,893		-
Mortgage backed and asset backed securities		3,246,904		-		3,246,904		-
Total fixed maturities		33,152,892		632,639		32,328,653		191,600
Equities:
Common stock		9,214,694		9,169,694		45,000		-
Preferred stock		926,809		-		926,809		-
Total equities		10,141,503		9,169,694		971,809		-
Total	$	43,294,395	$	9,802,333	$	33,300,462	$	191,600

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

For the Six Months Ended June 30, 2020

Corporate

Funds

Bonds

Withheld

Fair value, beginnig of period
$ 191,600 $ -
Investment related gains (losses), net
- (637,033 )
Fair value, end of period
$ 191,600 $ (637,033 )

For the Three Months Ended June 30, 2020

Corporate

Funds

Bonds

Withheld

Fair value, beginnig of period
$ 191,600 $ -
Investment related gains (losses), net
- (637,033 )
Fair value, end of period
$ 191,600 $ (637,033 )

For the Nine Months Ended September 30, 2020	Corporate			Funds
	Bonds			Withheld
Fair value, beginning of period	$	191,600		$	-
Principal payment		(4,800	)		-
Investment related (losses), net		-			(138,529	)
Fair value, end of period	$	186,800		$	(138,529	)

For the Three Months Ended September 30, 2020	Corporate			Funds
	Bonds			Withheld
Fair value, beginning of period	$	191,600		$	(637,033	)
Principal payment		(4,800	)		-
Investment related gains (losses), net		-			498,504
Fair value, end of period	$	186,800		$	(138,529	)

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~~US Alliance Corporation~~

~~Notes to Consolidated Financial Statements (unaudited)~~

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 above. 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.

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

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

Funds ~~withheld:~~ withheld: 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 in 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.

The estimated fair values of the Company’s financial assets and liabilities ~~at June 30, 2020 and December 31, 2019~~ are as follows:

	June 30, 2020										September 30, 2020
	(unaudited)										(unaudited)
	Carrying Value		Fair Value		Level 1		Level 2		Level 3		Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and cash equivalents	$	7,376,813	$	7,376,813	$	7,376,813	$	-	$	-	$	5,184,510	$	5,184,510	$	5,184,510	$	-	$	-
Investment income due and accrued		370,326		370,326		-		370,326		-		370,342		370,342		-		370,342		-
Funds withheld		41,931,524		41,294,491		-		-		41,294,491		45,469,239		45,330,710		-		-		45,330,710
Policy loans		154,088		154,088		-		-		154,088		163,725		163,725		-		-		163,725
Total Financial Assets (excluding available for sale investments)	$	49,832,751	$	49,195,718	$	7,376,813	$	370,326	$	41,448,579	$	51,187,816	$	51,049,287	$	5,184,510	$	370,342	$	45,494,435

Financial Liabilities:
Federal Home Loan Bank advance	$	2,000,000	$	2,000,000	$	-	$	-	$	2,000,000	$	2,000,000	$	2,000,000	$	-	$	-	$	2,000,000
Policyholder deposits in deposit-type contracts		70,647,008		73,033,465		-		-		73,033,465		71,662,245		73,982,003		-		-		73,982,003
Total Financial Liabilities	$	72,647,008	$	75,033,465	$	-	$	-	$	75,033,465	$	73,662,245	$	75,982,003	$	-	$	-	$	75,982,003

	December 31, 2019

	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and cash equivalents	$	6,678,805	$	6,678,805	$	6,678,805	$	-	$	-
Investment income due and accrued		321,362		321,362		-		321,362		-
Policy loans		118,930		118,930		-		-		118,930
Total Financial Assets (excluding available for sale investments)	$	7,119,097	$	7,119,097	$	6,678,805	$	321,362	$	118,930

Financial Liabilities:
Federal Home Loan Bank advance	$	1,000,000	$	1,000,000	$	-	$	-	$	1,000,000
Policyholder deposits in deposit-type contracts		19,396,614		19,186,265		-		-		19,186,265
Total Financial Liabilities	$	20,396,614	$	20,186,265	$	-	$	-	$	20,186,265

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US Alliance Corporation

Notes to Consolidated Financial Statements (unaudited)

Note 5. Income Tax Provision

No income tax expense or (benefit) has been reflected for the quarters ended ~~June~~September 30, 2020 and 2019 due to the lack of taxable net income generated by the Company and a change in the valuation allowance pertaining to the deferred tax asset. The difference between the reported amount of income tax expense and the amount expected based upon statutory rates is primarily due to the increase in the valuation allowance on deferred taxes.

The net operating loss carryforwards for the Company are ~~$12,965,591~~$13,296,815 and $12,567,367 as of ~~June~~September 30, 2020 and December 31, 2019, respectively. The components of the deferred tax assets and liabilities due to book and tax differences are the following: fixed asset depreciation, net operating loss carryforward, net unrealized gains (losses) on investment securities, policyowner benefit reserves and deferred acquisition costs. The deferred tax asset net of valuation allowance is $431,158 as of ~~June~~each of September 30, 2020 and December 31, 2019.

Note 6. 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.

The Company has evaluated subsequent events through ~~August 12,~~November 11, 2020, the date on which the consolidated financial statements were issued.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included in this Form 10-Q. 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, and 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

US Alliance Corporation (“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 five wholly-owned subsidiaries: USALSC, a life insurance corporation; DCLIC, a life insurance corporation; USALSC-Montana, a life insurance corporation; USAMC, an insurance marketing corporation; and USAIC, an investment management corporation. Unless the context otherwise indicates, references in this report to ~~"we," "us,"~~“we”, ~~"our,"~~“us”, “our”, or the ~~"Company~~“Company” refer ~~collective~~collectively to USAC and its subsidiaries.

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.

On August 1, 2017, the Company merged with Northern Plains Capital Corporation (“Northern Plains”) 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.

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 three 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, 2018, the Company entered into a coinsurance agreement to assume 100% of a certain block of life insurance policies from American Life and Security Company (“ALSC”). On April 15, 2020, with an effective date of January 1, 2020, the Company entered into a second coinsurance agreement with ALSC (the ~~"2020~~“2020 ALSC ~~Agreement"~~Agreement”) to assume a quota share percentage of a block of annuity policies. As of ~~June~~September 30, 2020, the Company had assumed ~~$49.8~~$50.2 million in annuity deposits under the 2020 ALSC Agreement.

Critical Accounting Policies and Estimates

Our accounting and reporting policies are in accordance with GAAP. Our estimates may vary as more information about the extent to which Covid-19 and the resulting impact on economic conditions and the financial markets become known. 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 quarterly report.

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Valuation of Investments

The Company's principal investments are in fixed maturity and equity securities. Fixed maturity ~~and equity~~ securities, classified as available for sale, and equity securities 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.

We have a policy and process in place to identify securities that could potentially have an impairment that is other-than-temporary. The assessment of whether impairments have occurred is based on a case-by-case evaluation of underlying reasons for the decline in fair value. We consider severity of impairment, duration of impairment, forecasted recovery period, industry outlook, financial condition of the issuer, issuer credit ratings and whether we intend to sell a security, or it is more likely than not that we would be required to sell a security, prior to the recovery of the amortized cost. New England Asset Management, our investment manager, provides support to the Company in making these determinations.

The recognition of other-than-temporary impairment losses on debt securities is dependent on the facts and circumstances related to the specific security. If we intend to sell a security or it is more likely than not that we would be required to sell a security prior to recovery of the amortized cost, the difference between amortized cost and fair value is recognized in the income statement as an other-than-temporary impairment. As it relates to debt securities, if we do not expect to recover the amortized basis, do not plan to sell the security and if it is not more likely than not that we would be required to sell a security before the recovery of its amortized cost, the other-than-temporary impairment would be recognized. We would recognize the credit loss portion through earnings in the income statement and the noncredit loss portion in accumulated other comprehensive income.

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.

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 on 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.

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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.

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VOBA is also reviewed on an ongoing basis to determine that the unamortized portion does not exceed the expected recoverable amounts. If it is determined from emerging experience that the premium margins or gross profits are less than the unamortized value of business acquired, then the asset will be adjusted downward with the adjustment recorded as an expense in the current period.

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.

Reinsurance

In the normal course of business, we seek to limit aggregate and single exposure to losses on risk 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. We diversify our credit risks related to reinsurance ceded. Reinsurance premiums are generally reflected in income in a manner consistent with the recognition of premiums on the reinsured contracts. Reinsurance does not extinguish our primary liability under the policies written. We regularly evaluate the financial condition of our reinsurers including their activities with respect to claim settlement practices and commutations, and establish allowances for uncollectible reinsurance recoverable as appropriate.

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.

Income Taxes

Deferred tax assets are recorded based on the differences between the financial statement and tax basis of assets and liabilities at the enacted tax rates. The principal assets and liabilities giving rise to such differences are investments, insurance reserves, and deferred acquisition costs. A deferred tax asset valuation allowance is established when there is uncertainty that such assets would be realized. We have no uncertain tax positions that we believe are more-likely-than-not that the benefit will not to be realized.

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Recognition of Revenues

Revenues on traditional life insurance products consist of direct and assumed premiums reported as earned when due.

Amounts received as payment for annuities are recognized as deposits to policyholder account balances and included in future insurance policy benefits. Revenues from these contracts are comprised of investment earnings of the deposits, 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.

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Embedded Derivatives

The Company has entered into coinsurance funds withheld arrangement which contains an embedded derivative. Under ASC 815, the Company assesses whether the embedded derivative is clearly and closely related to the host contract. The Company bifurcates embedded derivatives from the host instrument for measurement purposes when the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and a separate instrument with the same terms would qualify as a derivative instrument. Embedded derivatives, which are reported with the host instrument on the consolidated balance sheets in funds withheld under coinsurance agreement, are reported at fair value with changes in fair value recognized in the consolidated statements of comprehensive income (loss) in net investment gains (losses).

Funds Withheld under Coinsurance Agreement

Funds withheld under coinsurance agreement represent amounts contractually withheld by a ceding company in accordance with a reinsurance agreement entered into in 2020. For agreements written on a coinsurance funds withheld basis, assets that support the net statutory reserves or as defined by the treaty, are withheld and legally owned by the ceding company. Interest is recorded in net investment income, net of related expenses, in the consolidated statements of income (loss). Funds withheld under coinsurance agreement are presented net of the embedded Derivative, discussed ~~below.~~above. Under the terms of the coinsurance agreement the Company may assume custody of the assets in the funds withheld account once the Company attains its "Qualified Institutional Buyer" designation (as that term is defined in Rule 144A under the Securities Act of 1933, as amended, which is anticipated to be achieved in the first quarter of 2021. The Company will record the funds withheld assets at fair value on the date of transfer, which will eliminate the embedded derivative component associated with the coinsurance agreement.

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).

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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 ~~related~~ gains (losses)~~, net~~ on the consolidated statements of income (loss).

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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 July 31, 2017. Northern Plains shareholders received .5841 shares of US Alliance Corporation stock for each share of Northern Plains stock owned. USAC issued 1,644,458 shares of common stock to holders of Northern Plains 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 ("GWLIC").~~Company. The transaction closed on December 14, 2018. USALSC paid $500,000 to acquire all of the outstanding shares of GWLIC.

New Accounting Standards

A detailed discussion of new accounting standards is provided in the Notes to Consolidated Financial Statements beginning on p. 89 of this quarterly report.

Discussion of Consolidated Results of Operations

Revenues. Insurance revenues are primarily generated from premium revenues and investment income. Insurance revenues for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 are summarized in the table below.

	Six Months Ended June 30,					Nine Months Ended September 30,
	2020			2019		2020			2019
Income:		(unaudited)				(unaudited)
Premium income	$	5,083,778		$	4,920,690	$	7,631,621		$	6,983,705
Net investment income		1,256,011			861,038		2,322,169			1,303,757
Net investment gains (losses)		(1,359,105	)		831,289		(437,085	)		937,590
Other income		27,708			25,058		48,232			40,454
Total income	$	5,008,392		$	6,638,075	$	9,564,937		$	9,265,506

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Insurance revenues for the three months ended ~~June~~September 30, 2020 and 2019 are summarized in the table below.

	Three Months Ended June 30,
	2020		2019		Three Months Ended September 30,
	(unaudited)				2020		2019
Income:					(unaudited)
Premium income	$	2,368,017	$	2,527,714	$	2,547,843	$	2,063,015
Net investment income		741,303		451,106		1,066,158		442,719
Net investment gains (losses)		11,656		104,086
Net investment gains						922,020		106,301
Other income		14,052		12,259		20,524		15,396
Total income	$	3,135,028	$	3,095,165	$	4,556,545	$	2,627,431

Our 2020 first ~~half revenues decreased~~nine months revenue increased to ~~$5,008,392, a decrease~~$9,564,937, an increase of ~~$1,629,683~~$299,431 or ~~25%,~~3% from the 2019 first ~~half revenues~~nine months revenue of ~~$6,638,075.~~$9,265,506. 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 has resulted in increased volatility in total income.

Premium revenue: Premium revenue for the first ~~six~~nine months of 2020 was ~~$5,083,778~~$7,631,621 compared to ~~$4,920,690~~$6,983,705 in the first ~~six~~nine months of 2019, an increase of ~~$163,088~~$647,916 or 3%9%. The increase was driven by an increase in direct single and recurring premiums. ~~Even though it is~~While ceded premium results in 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.

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Direct, assumed and ceded premiums for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 are summarized in the following table.

	Six Months Ended June 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
	(unaudited)							(unaudited)
Direct	$	2,941,001		$	2,603,097		$	4,765,909		$	3,868,350
Assumed		2,609,880			2,743,577			3,565,753			3,723,457
Ceded		(467,103	)		(425,984	)		(700,041	)		(608,102	)
Total	$	5,083,778		$	4,920,690		$	7,631,621		$	6,983,705

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

Premium revenue for the three months ended ~~June~~September 30, 2020 was ~~$2,368,017~~$2,547,843 compared to ~~$2,527,714~~$2,063,015 for the same period in 2019, ~~a decrease~~an increase of ~~$159,697~~$484,828 or 6%23%. The ~~decrease~~increase was driven by ~~a decrease~~an increase in direct ~~single premiums and assumed~~ premiums. ~~Even though it is~~While ceded premium results in 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 three months ended ~~June~~September 30, 2020 and 2019 are summarized in the following table.

	Three Months ended June 30,						Three Months ended September 30,
	2020			2019			2020			2019
	(unaudited)						(unaudited)
Direct	$	1,363,776		$	1,411,317		$	1,824,908		$	1,265,253
Assumed		1,249,493			1,339,784			955,873			979,880
Ceded		(245,253	)		(223,387	)		(232,938	)		(182,118	)
Total	$	2,368,017		$	2,527,714		$	2,547,843		$	2,063,015

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Investment income, net of expenses: The components of net investment income for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 are as follows:

	Six Months Ended June 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
	(unaudited)						(unaudited)
Fixed maturities	$	617,418		$	585,033		$	889,563		$	873,443
Mortgages		5,851			-			61,438			-
Equity securities		289,450			285,076			487,777			440,426
Funds withheld		364,033			-			962,023			-
Cash and short term investments		11,376			13,978
Cash and cash equivalents								12,240			23,772
		1,288,128			884,087			2,413,041			1,337,641
Less investment expenses		(32,117	)		(23,049	)		(90,872	)		(33,884	)
	$	1,256,011		$	861,038		$	2,322,169		$	1,303,757

Net investment income for the first ~~six~~nine months of 2020 was ~~$1,256,011,~~$2,322,169, compared to ~~$861,038~~$1,303,757 in 2019, an increase of ~~$394,973~~$1,018,412 or ~~46%~~78%. This increase in investment income is primarily a result of increased invested assets as a result of our premium income, annuity deposits, and the ~~coinsurance treaty with ALSC.~~2020 ALSC Agreement.

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The components of net investment income for the three months ended ~~June~~September 30, 2020 and 2019 are as follows:

	Three Months Ended June 30,						Three Months Ended September 30,
	2020			2019			2020			2019
	(unaudited)						(unaudited)
Fixed maturities	$	309,943		$	282,739		$	272,145		$	288,410
Mortgages		5,851		$	-			55,587		$	-
Equity securities		139,261			170,491			198,327			155,350
Funds withheld		304,778			-			597,990			-
Cash and short term investments		2,064			9,779
Cash and cash equivalents								864			9,794
		761,897			463,009			1,124,913			453,554
Less investment expenses		(20,594	)		(11,903	)		(58,755	)		(10,835	)
	$	741,303		$	451,106		$	1,066,158		$	442,719

Net investment income for the quarter ended ~~June~~September 30, 2020 was ~~$741,303~~$1,066,158 compared to ~~$451,106~~$442,719 for the same period in 2019, an increase of ~~$290,197~~$623,439 or ~~64%~~141%. This increase in investment income is primarily a result of increased invested assets as a result of our premium income, annuity deposits, and ~~our new coinsurance treaty with ALSC.~~the 2020 ALSC Agreement.

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Net investments gains (losses): Net investment losses for the ~~six~~nine months ended ~~June~~September 30, 2020 were ~~$1,359,105,~~$437,085, compared to gains of ~~$831,289~~$937,590 for the same period in 2019, a decrease of ~~$2,190,394.~~$1,374,675. The decrease in net investment gains is attributable to unrealized losses in our equity portfolio and our funds withheld asset as a result of the Covid-19 pandemic. Net investments losses for the ~~six~~nine months ended ~~June~~September 30, 2020 were comprised of ~~$1,134,227~~$264,734 of unrealized losses in our equity portfolio and funds withheld asset and realized losses of ~~$224,878.~~$172,351. Net investment gains for the ~~six~~nine months ended ~~June~~September 30, 2019 were comprised of ~~$845,817~~$951,575 of unrealized gains in our equity portfolio and realized losses of ~~$14,528.~~$13,985. Realized gains and losses related to the sale of securities for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 are summarized as follows:

	Six Months Ended June 30,						Nine Months Ended September 30,
	(unaudited)						(unaudited)
	2020			2019			2020			2019
Gross gains	$	64,907		$	3,951		$	119,173		$	4,601
Gross losses		(289,785	)		(18,479	)		(291,524	)		(18,586	)
Net security losses	$	(224,878	)	$	(14,528	)	$	(172,351	)	$	(13,985	)

Net investment gains for the three months ended ~~June~~September 30, 2020 were ~~$11,656,~~$922,020, compared to gains of ~~$104,086~~$106,301 for the same period in 2019, ~~a decrease~~an increase of ~~$92,430.~~$815,719. The ~~decrease~~increase in net investment gains is attributable to unrealized ~~losses~~gains in our funds withheld asset ~~which offset improvement~~and in our equity portfolio. Net investments gains for the three months ended ~~June~~September 30, 2020 were comprised of ~~$17,581~~$869,493 of unrealized gains in our equity portfolio and funds withheld asset and realized ~~losses~~gains of ~~$5,925.~~$52,527. Net investment gains for the ~~three months ended June 30,~~same period in 2019 were comprised of ~~$118,614~~$105,758 of unrealized gains in our equity portfolio and realized ~~losses~~gains of ~~$14,528.~~$543. Realized gains and losses related to the sale of securities for the three months ended ~~June~~September 30, 2020 and 2019 are summarized as follows:

Three Months Ended June 30,

(unaudited)

2020

2019

Gross gains
$ 20,612 $ 3,951
Gross losses
(26,537 ) (18,479 )
Net security losses
$ (5,925 ) $ (14,528 )

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	Three Months Ended September 30,
	(unaudited)
	2020			2019
Gross gains	$	54,266		$	650
Gross losses		(1,739	)		(107	)
Net security gains	$	52,527		$	543

Other income: Other income for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$27,708~~$48,232 compared to ~~$25,058 for~~$40,454 in the same period in 2019, an increase of ~~$2,650.~~$7,778. Other income for the three months ended ~~June~~September 30, 2020 was ~~$14,052~~$20,524 compared to ~~$12,259 for~~$15,396 in the same period in 2019, an increase of ~~$1,793.~~$5,128.

Expenses. Expenses for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 are summarized in the table below.

					Nine Months Ended September 30,
	Six Months Ended June 30,				2020		2019
	2020		2019		(unaudited)
Expenses:	(unaudited)
Death claims	$	922,656	$	724,316		1,316,831		1,022,585
Policyholder benefits		2,647,705		2,305,295		3,949,421		3,267,898
Increase in policyholder reserves		1,612,693		1,437,658		2,574,776		1,997,786
Commissions, net of deferrals		371,570		413,599		536,257		571,543
Amortization of deferred acquisition costs		747,372		180,727		757,333		293,032
Amortization of value of business acquired		10,151		10,152		15,227		15,228
Salaries & benefits		517,085		502,727		780,626		773,400
Other operating expenses		1,308,903		722,515		1,692,054		940,502
Total expense	$	8,138,135	$	6,296,989		11,622,525		8,881,974

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Expenses for the three months ~~June~~ended September 30, 2020 and 2019 are summarized in the table below.

	Three Months Ended June 30,				Three Months Ended September 30,
	2020		2019		2020		2019
	(unaudited)				(unaudited)
Expenses:
Death claims	$	440,944	$	328,649		394,175		298,269
Policyholder benefits		1,398,622		1,168,467		1,301,716		962,603
Increase in policyholder reserves		689,445		757,098		962,083		560,128
Commissions, net of deferrals		164,614		194,064		164,687		157,944
Amortization of deferred acquisition costs		172,162		117,825		9,961		112,305
Amortization of value of business acquired		5,075		5,076		5,076		5,076
Salaries & benefits		253,880		250,895		263,541		270,673
Other operating expenses		436,658		307,873		383,151		217,987
	$	3,561,400	$	3,129,947
Total expense						3,484,390		2,584,985

Death and other benefits: Death benefits were ~~$922,656~~$1,316,831 in the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$724,316~~$1,022,585 for the same period in 2019, an increase of ~~$198,340~~$294,246 or ~~27%~~29%. This increase is attributable to our growing block of in-force life insurance policies. We expect these claims to grow as we continue to increase the size of our in-force business.

Death benefits were ~~$440,944~~$394,175 in the three months ended ~~June~~September 30, 2020 compared to ~~$328,649 for~~$298,269 in the same period in 2019, an increase of ~~$112,295~~$95,906 or ~~34%~~32%. This increase is attributable to our growing block of in-force 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 ~~$2,647,705~~$3,949,421 in the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$2,305,295 for~~$3,267,898 in the same period in 2019, an increase of ~~$342,410~~$681,523 or ~~15%~~21%. The primary driver of this increase is the ~~growth of~~increased interest credited on our direct and assumed annuities.

Policyholder benefits were ~~$1,398,622~~$1,301,716 in the three months ended ~~June~~September 30, 2020 compared to ~~$1,168,467 for~~$962,603 in the same period in 2019, an increase of ~~$230,155~~$339,113 or ~~20%~~35%. The primary driver of this increase is the ~~growth of~~increased interest credited on our direct and assumed annuities.

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Increase in policyholder reserves: Increases in policyholder reserves were ~~$1,612,693~~$2,574,776 in the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$1,437,658 for~~$1,997,786 in the same period in 2019, an increase of ~~$175,035~~$576,990 or ~~12%~~29%. The growth in reserve increase is the result of higher ~~pre-need~~ sales.

Policyholder reserves increased ~~$689,445~~$962,083 in the three months ended ~~June~~September 30, 2020, compared to ~~$757,098~~$560,128 in the same period in 2019, ~~a decrease~~an increase of ~~$67,653~~$401,955 or 9%72%. The ~~reduction~~growth in reserve increase is the result of ~~lower pre-need sales in the second quarter of 2020, which sales were impacted by the Covid-19 pandemic.~~higher sales.

Commissions, net of deferrals: The Company pays commissions to ceding companies on assumed policies as well as commissions to agents on directly written business. Commissions, net of deferrals, were ~~$371,570~~$536,257 in the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$413,599 for~~$571,543 in the same period in 2019, a decrease of ~~$42,029~~$35,286 or ~~10%~~6%. This decrease is driven by a change in composition of premiums collected.

Commissions, net of deferrals, were ~~$164,614~~$164,687 in the three months ended ~~June~~September 30, 2020, compared to ~~$194,064 for~~$157,944 in the same period in 2019, ~~a decrease~~an increase of ~~$29,450~~$6,743 or ~~15%~~4%. This ~~decrease~~increase is driven by a change in composition of premiums ~~collected.~~collected and an increase in premiums.

Amortization of deferred acquisition costs: The amortization of deferred acquisition costs ~~("DAC"~~(“DAC”) was ~~$747,372~~$757,333 in the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$180,727 for~~$293,032 in the same period in 2019, an increase of ~~$566,645~~$464,301 or ~~314%~~158%. As a result of the Covid-19 pandemic and the resulting historic low interest rates, the Company reassessed its DAC assumptions regarding reinvestment rates. As a result, the Company reduced its DAC balance by $430,000 to reflect the current reinvestment environment and the uncertainty of ~~when~~ interest ~~rates will return to historically normal levels.~~rates.

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The amortization of DAC was ~~$172,162~~$9,961 in the three months ended ~~June~~September 30, 2020, compared to ~~$117,825 for~~$112,305 in the same period in 2019, ~~an increase~~a decrease of ~~$54,337~~$102,344 or ~~46%~~91%. The ~~increase is~~decrease was driven by a reduction in amortization ~~of deferred costs~~ on the 2020 ALSC ~~Agreement.~~Agreement to reflect the investment ramp up period on this block of policies.

Amortization of value of business acquired: The amortization of value of business acquired (“VOBA”) was ~~$10,151~~$15,227 in the ~~six~~nine months ended ~~June~~September 30, 2020 and is unchanged from the same period in 2019. Our VOBA balance was established August 1, 2017 with acquisition of DCLIC. VOBA is being amortized straight-line over 30 years.

The amortization of VOBA was ~~$5,075~~$5,076 in the three months ended ~~June~~September 30, 2020 and is unchanged from ~~the same period in~~ 2019.

Salaries and benefits: Salaries and benefits were ~~$517,085~~$780,626 for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$502,727~~$773,400 for the same period in 2019, an increase of ~~$14,358~~$7,226 or 3%1%. The Company has maintained its staffing levels during the Covid-19 pandemic to ensure that customer service needs continue to be met. The increase in salaries and benefits expense is attributable to ordinary and customary increases in compensation for individual employees.

Salaries and benefits were ~~$253,880~~$263,541 for the three months ended ~~June~~September 30, 2020, compared to ~~$250,895~~$270,673 for the same period in 2019, ~~an increase~~a decrease of ~~$2,985~~$7,132 or 1%3%.

Other expenses: Other operating expenses were ~~$1,308,903~~$1,692,054 in the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$722,515~~$940,502 for the same period in 2019, an increase of ~~$586,388~~$751,552 or ~~81%~~80%. Operating costs were driven higher due primarily to our pre-paid software asset being recognized as an expense ~~($250,000),~~of $250,000, increased accounting and actuarial fees ~~($50,000),~~totaling $50,000, increased computer and software expense ~~($30,000)~~of $90,000, and expenses associated with implementing a new disability reinsurance program ~~($50,000).~~totaling $50,000. Additionally, in 2019 we recognized expense savings from our acquisition of USALSC-Montana which reduced 2019 ~~expenses.~~expenses by $100,000. We also recovered a loan balance that had previously been written off which further reduced our 2019 expenses by an additional $60,000.

Other operating expenses were ~~$436,658~~$383,151 in the three months ended ~~June~~September 30, 2020, compared to ~~$307,873~~$217,987 for the same period in 2019, an increase of ~~$128,785~~$165,164 or ~~41%~~76%. Increased computer and software expense of $60,000 and TPA fees of $15,000 associated with the 2020 ALSC Agreement were the primary drivers of the increase. In 2019 we ~~recognized expense savings from our acquisition of USALSC-Montana,~~recovered a loan balance that had previously been written off, which reduced our 2019 expenses.

Net Income (Loss): Our net loss was ~~$3,129,743~~$2,057,588 in the ~~six~~nine months ended ~~June~~September 30, 2020 compared to a net income of ~~$341,086~~$383,582 in the same period of 2019, a decrease of ~~$3,470,289.~~$2,441,170. Our net loss per share increased to ~~$0.40~~$0.27 from a net income of ~~$0.04~~$0.05 for the same period in 2019, basic and diluted. This decrease is primarily attributable to Covid-19 impacts on unrealized losses on our equity securities and on deferred acquisition costs. For the three months end ~~June~~September 30, 2020 our net ~~loss~~income per share was ~~$426,372~~$1,072,155 or ~~$0.06~~$0.14 per share compared to ~~$34,782~~$42,446 or ~~$0.00~~$0.01 per share for the same period in 2019.

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Discussion of Consolidated Balance Sheet

Assets. Assets have increased to ~~$106,873,101~~$110,621,875 as of ~~June~~September 30, 2020, an increase of ~~$51,933,852~~$55,682,626 from December 31, 2019. This is primarily the result of the 2020 ALSC Agreement.

Available for sale fixed maturity securities: As of ~~June~~September 30, 2020, we had available for sale fixed maturity assets of ~~$36,152,521,~~$36,667,727, an increase of ~~$2,999,629~~$3,514,835 or 9%10% from the December 31, 2019 balance of $33,152,892. The increase is driven by an increase in the market value of these securities.

Mortgage loans on real estate: As of ~~June~~September 30, 2020, we had mortgage loans on real estate of ~~$962,690~~$2,311,931 which ~~were acquired~~are as a result of the 2020 ALSC Agreement. We held no mortgages at December 31, 2019.

Equity securities, at fair value: As of ~~June~~September 30, 2020, we had equity securities of ~~$9,141,500,~~$10,123,484, a decrease of ~~$1,000,003~~$18,019 or ~~10%~~0.2% from the December 31, 2019 balance of $10,141,503. This reduction is driven by a decrease in the market value of our equity securities.

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Funds withheld under coinsurance agreement, at fair value: As of ~~June~~September 30, 2020, we had funds withheld assets of ~~$41,294,491~~$45,330,710 which were acquired with the 2020 ALSC ~~treaty.~~Agreement. There were no funds withheld assets at December 31, 2019.

Policy loans: As of ~~June~~September 30, 2020, our policy loans were ~~$154,088,~~$163,725, an increase of ~~$35,158~~$44,795 or ~~30%~~38% from the December 31, 2019 balance of $118,930. The increase is the result of normal loan activity.

Cash and cash equivalents: As of ~~June~~September 30, 2020, we had cash and cash equivalent assets of ~~$7,376,813, an increase~~$5,184,510, a decrease of ~~$698,008~~$1,494,295 or ~~11%~~22% from the December 31, 2019 balance of $6,678,805. This ~~increase~~decrease is primarily the result of cash ~~received from premium income.~~being deployed to invested assets.

Investment income due and accrued: As of ~~June~~September 30, 2020, our investment income due and accrued was ~~$370,326~~$370,342 compared to $321,362 as of December 31, 2019. This increase is attributable to normal investment activity and the growth of our invested assets.

Reinsurance related assets: As of ~~June~~September 30, 2020, our reinsurance related assets were ~~$922,104, an increase~~$62,498, a decrease of ~~$733,722~~$125,884 or ~~390%~~67% from the December 31, 2019 balance of $188,382. This ~~increase~~decrease is ~~driven by amounts due from ALSC on~~ the ~~2020 ALSC Agreement.~~result of normal reinsurance activity.

Deferred acquisition costs, net: As of ~~June~~September 30, 2020, our deferred acquisition costs were ~~$8,310,532,~~$8,394,478, an increase of ~~$5,657,858~~$5,741,804 or ~~213%~~217% from the December 31, 2019 balance of $2,652,674. The increase is the result of costs deferred on the 2020 ALSC Agreement.

Value of business acquired, net: As of ~~June~~September 30, 2020, our value of business acquired asset was ~~$549,843,~~$544,767, a decrease of ~~$10,151~~$15,227 from the December 31, 2019 balance of $559,994. This asset was established in the third quarter of 2017 as a result of the acquisition of DCLIC. The decrease is the result of amortization of the asset.

Property, equipment and software, net: As of ~~June~~September 30, 2020, our property, equipment and software assets were ~~$38,722,~~$36,163, a decrease of ~~$5,119~~$7,678 from the December 31, 2019 balance of $43,841. This decrease is a result of normal amortization.

Goodwill: As of ~~June~~September 30, 2020, our goodwill was $277,542 and was unchanged from the December 31, 2019 balance. Goodwill was established as a result of the merger with Northern Plains.

Deferred tax asset, net of valuation allowance: As of ~~June~~September 30, 2020, the Company had a deferred tax asset of $431,158 unchanged from December 31, 2019.

Other assets: As of ~~June~~September 30, 2020, other assets were ~~$890,771,~~$722,840, an increase of ~~$518,605~~$350,674 or ~~139%~~94% from the December 31, 2019 balance of $372,166. This increase was the result of pre-paid benefit expenses offset by a reduction in our pre-paid software asset.

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Liabilities. Our total liabilities were ~~$91,987,329~~$94,146,179 as of ~~June~~September 30, 2020, an increase of ~~$53,924,277~~$56,083,127 or ~~142%~~147% from our December 31, 2019 liability of $38,063,052. The 2020 ALSC ~~treaty~~Agreement significantly impacted our assets and liabilities. This increase is driven by an increase in our policyholder liabilities as a result of the 2020 ALSC ~~treaty.~~Agreement.

Policy liabilities: Our total policy liabilities as of ~~June~~September 30, 2020 were ~~$89,818,431,~~$91,821,681, an increase of ~~$52,893,546~~$54,896,796 or ~~143%~~149% from the December 31, 2019 balance of $36,924,885. This increase is driven by annuities assumed under the ~~coinsurance agreement with ALSC.~~2020 ALSC Agreement.

Accounts payable and accrued expenses: As of ~~June~~September 30, 2020, our accounts payable and accrued expenses were ~~$148,434,~~$143,522, an increase of ~~$25,453~~$20,541 or ~~21%~~17% from the December 31, 2019 balance of $122,981. This increase is the result of normal operating activity.

Federal Home Loan Bank advance: In October of 2019, the Company took an advance of $1,000,000 from the Federal Home Loan Bank of Topeka (“FHLB”) which was outstanding as of ~~June~~September 30, 2020 and December 31, 2019. In the second quarter of 2020, the Company took two additional advances of $500,000 each, which were outstanding as of ~~June~~September 30, 2020. The advances were taken to create additional liquidity and investment opportunities.

Other liabilities: As of ~~June~~September 30, 2020, our other liabilities were ~~$20,464,~~$180,976, an increase of ~~$5,278~~$165,790 from the December 31, 2019 balance of $15,186. The increase is the result of normal business activities.

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Shareholders’ Equity. Our shareholders’ equity was ~~$14,885,772~~$16,475,696 as of ~~June~~September 30, 2020, a decrease of ~~$1,990,425~~$400,501 or ~~12%~~2% from our December 31, 2019 shareholders’ equity of $16,876,197. The decrease in shareholders’ equity was driven by our net loss during the period which was materially impacted by the Covid-19 pandemic.

Investments and Cash and Cash Equivalents

Our investment philosophy is reflected by the allocation of our investments. We emphasize investment grade debt securities with smaller holdings in equity securities 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 ~~June~~September 30, 2020 and December 31, 2019.

	June 30, 2020					December 31, 2019					September 30, 2020					December 31, 2019
	Fair		Percent			Fair		Percent			Fair		Percent			Fair		Percent
	Value		of Total			Value		of Total			Value		of Total			Value		of Total
	(unaudited)										(unaudited)
Fixed maturities:
US Treasury securities	$	674,765		0.7	%	$	632,639		1.3	%	$	696,932		0.7	%	$	632,639		1.3	%
Corporate bonds		21,874,674		23.1	%		20,084,397		40.2	%		22,102,425		22.2	%		20,084,397		40.2	%
Municipal bonds		6,832,005		7.2	%		7,055,059		14.1	%		6,871,172		6.9	%		7,055,059		14.1	%
Redeemable preferred stocks		3,058,293		3.2	%		2,133,893		4.3	%		2,983,086		3.0	%		2,133,893		4.3	%
Mortgage backed and asset backed securities		3,712,784		3.9	%		3,246,904		6.5	%		4,014,112		4.0	%		3,246,904		6.5	%
Total fixed maturities		36,152,521		38.1	%		33,152,892		66.3	%		36,667,727		36.8	%		33,152,892		66.3	%
Mortgage loans		962,690		1.0	%		-		0.0	%		2,311,931		2.3	%		-		0.0	%
Equities:
Common stock		7,162,008		7.5	%		9,214,694		18.4	%		7,876,172		7.9	%		9,214,694		18.4	%
Preferred stock		1,979,492		2.1	%		926,809		1.9	%		2,247,312		2.3	%		926,809		1.9	%
Total equities		9,141,500		10.6	%		10,141,503		20.3	%		10,123,484		10.2	%		10,141,503		20.3	%
Funds withheld		41,294,491		43.5	%		-		0.0	%		45,330,710		45.5	%		-		0.0	%
Cash and cash equivalents		7,376,813		7.8	%		6,678,805		13.4	%		5,184,510		5.2	%		6,678,805		13.4	%
Total	$	94,928,015		100.0	%	$	49,973,200		100.0	%	$	99,618,362		100.0	%	$	49,973,200		100.0	%

The total value of our investments and cash and cash equivalents increased to ~~$94,928,015~~$99,618,362 as of ~~June30,~~September 30, 2020 from $49,973,200 at December 31, 2019, an increase of ~~$44,954,815 or 90%.~~$49,645,162. Increases in investments are primarily attributable to the 2020 ALSC Agreement.

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The following table shows the distribution of the credit ratings of our portfolio of fixed maturity securities by carrying value as of ~~June~~September 30, 2020 and December 31, 2019.

	June 30, 2020					December 31, 2019					September 30, 2020					December 31, 2019
	Fair		Percent			Fair		Percent			Fair		Percent			Fair		Percent
	Value		of Total			Value		of Total			Value		of Total			Value		of Total
	(unaudited)					(unaudited)					(unaudited)					(unaudited)
AAA and U.S. Government	$	1,128,784		3.1	%	$	1,201,046		3.6	%	$	1,154,478		3.1	%	$	1,201,046		3.6	%
AA		7,719,758		21.4	%		7,901,834		23.8	%		7,983,810		21.8	%		7,901,834		23.8	%
A		9,353,162		25.9	%		8,446,360		25.5	%		9,266,074		25.3	%		8,446,360		25.5	%
BBB		14,291,868		39.5	%		13,832,629		41.7	%		14,882,533		40.6	%		13,832,629		41.7	%
BB		3,467,349		9.6	%		1,579,423		4.8	%		3,194,032		8.7	%		1,579,423		4.8	%
Not Rated - Private Placement		191,600		0.5	%		191,600		0.6	%		186,800		0.5	%		191,600		0.6	%
Total	$	36,152,521		100.0	%	$	33,152,892		100.0	%	$	36,667,727		100.0	%	$	33,152,892		100.0	%

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The amortized cost and fair value of debt securities as of ~~June~~September 30, 2020 and December 31, 2019, 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 June 30, 2020				As of December 31, 2019				As of September 30, 2020				As of December 31, 2019
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(unaudited)								(unaudited)
Amounts maturing in:
One year or less	$	-	$	-	$	99,987	$	100,239	$	100,957	$	103,352	$	99,987	$	100,239
After one year through five years		1,623,810		1,726,647		1,424,337		1,471,552		1,625,522		1,747,976		1,424,337		1,471,552
After five years through ten years		3,087,409		3,570,764		3,286,937		3,574,191		2,885,723		3,367,585		3,286,937		3,574,191
More than 10 years		21,062,199		24,084,033		20,743,310		22,626,113		21,040,912		24,451,616		20,743,310		22,626,113
Redeemable preferred stocks		3,213,953		3,058,293		2,097,206		2,133,893		3,015,598		2,983,086		2,097,206		2,133,893
Mortgage backed and asset backed securities		3,647,890		3,712,784		3,171,620		3,246,904		3,919,039		4,014,112		3,171,620		3,246,904
Total amortized cost and fair value	$	32,635,261	$	36,152,521	$	30,823,397	$	33,152,892	$	32,587,751	$	36,667,727	$	30,823,397	$	33,152,892

Market Risk of Financial Instruments

We hold a diversified portfolio of investments that primarily includes cash, bonds, equity securities, mortgage loans, and funds withheld under the 2020 ALSC Agreement. 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 issues 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 attempt 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, management believes 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 Federal Home Loan Bank of Topeka, which provides access to liquidity and further reduces the likelihood of disposing of fixed maturities at a loss.

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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.

Liquidity and Capital Resources

The impact of COVID-19 on the Company is evolving, and its future effects are not yet quantifiable. The Company is closely monitoring 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.

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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.

Net cash provided by operating activities was ~~$635,961~~$2,049,072 for the ~~six~~nine months ended ~~June~~September 30, 2020. The primary sources of cash from operating activities were premiums and deposits received from policyholders. The primary uses of cash for operating activities were for payments of commissions to agents and settlement of policy liabilities. Net cash used in investing activities was ~~$4,942,630.~~$8,892,936. The primary use of cash was the purchase of available for sale securities and funds transferred to our funds withheld account. Cash provided by financing activities was ~~$5,004,677.~~$5,349,569. The primary sources of cash were receipts on deposit-type contracts.

At ~~June~~September 30, 2020, we had cash and cash equivalents totaling ~~$7,376,813.~~$5,184,510. We believe that our existing cash and cash equivalents and premiums from our insurance operations will be 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 and DCLIC, our insurance subsidiaries, is uncertain and will require additional capital as and if they continue 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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ITEM 4. CONTROLS AND PROCEDURES

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.

As required by Exchange Act Rule 13a-15(b), management of the Company, including the Chief Executive Officer and the Vice President conducted an evaluation as of the end of the period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e). Based upon an evaluation at the end of the period, the Chief Executive Officer and the Vice President concluded that the disclosure controls and procedures are effective in timely alerting them to material information relating to us and our consolidated subsidiaries required to be disclosed in our periodic reports under the exchange act.

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There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the ~~six~~nine months ended ~~June~~September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s control over financial reporting.

Part II – Other Information

ITEM 1. LEGAL PROCEEDINGS

We are involved in litigation incidental to our operations from time to time. We are not presently a party to any legal proceedings other than litigation arising in the ordinary course of business, and we are not aware of any claims that could materially affect our financial position or results of operation.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended ~~June~~September 30, 2020, the Company issued ~~529~~129 shares of common stock, for aggregate consideration of ~~$3,703,~~$903, pursuant to an offering to residents of the state of Kansas that was registered with the Kansas Securities Commissioner.

The offering of shares in the above described transaction 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 offer and sale of common stock 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None.

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I~~TEM~~ITEM 6.	E~~XHIBITS~~ EXHIBITS

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 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 a Exhibit 3.1.1.

3.1.2	Second Amendment to 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 3.2.1.

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

101.INS**	XBRL Instance

101.SCH**	XBRL Taxonomy Extension Schema

101.CAL**	XBRL Taxonomy Extension Calculation

101.DEF**	XBRL Taxonomy Extension Definition

101.LAB**	XBRL Taxonomy Extension Labels

101.PRE**	XBRL Taxonomy Extention Presentation

**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.

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized




	US Alliance Corporation
	(Registrant)

Date

~~US Alliance Corporation~~By	/s/ Jack H. Brier
		~~(Registrant)~~

~~Date~~

~~By /s/ Jack H. Brier~~
Jack H. Brier, President and Chairman

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For the Six Months Ended June 30, 2020	Corporate		Funds
	Bonds		Withheld
Fair value, beginnig of period	$	191,600	$	-
Investment related gains (losses), net		-		(637,033	)
Fair value, end of period	$	191,600	$	(637,033	)