UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020.
or
☐ 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.) |
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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 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 ☒ 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
7,740,743 shares outstanding
as of May 5, 2020
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
EXPLANATORY NOTE
US Alliance Corporation (the “Company”) is filing this Quarterly Report on Form 10-Q/A, Amendment No. 1 (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the Securities and Exchange Commission on May 12, 2020 (the “Original Report”). The purpose of this Amendment is to amend our disclosure in Part I, Item 1 “Financial Statements,” of the Original Report to substitute the Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and March 31, 2019. The Consolidated Statements of Cash Flows have been adjusted to correct the line items related to reinsurance related assets and receipts on deposit-type contracts. There was no change to the increase in cash and cash equivalents for the period.
We have made no attempt in this Amendment to modify or update the disclosures presented in the Original Report other than as noted in the previous paragraph. Except as noted above, this Amendment does not and does not purport to, amend, update, or restate the information in any other item of the Original Report or reflect events occurring after the filing of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report, and the Company’s other filings with the Securities and Exchange Commission subsequent to the filing of the Original Report, including any amendments thereto.
This Amendment includes new certifications by our Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits 31.1 and 32. hereto.
| US Alliance Corporation |
| Consolidated Statements of Cash Flows |
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
| (unaudited) | ||||||||
Cash Flows from Operating Activities: |
| |||||||
Net income (loss) | $ | (2,703,371 | ) | $ | 375,868 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 2,559 | 2,559 | ||||||
Net realized (gains) losses on the sale of securities | 218,953 | - | ||||||
Unrealized (gains) losses on equity securities | 1,151,808 | (727,203 | ) | |||||
Amortization of investment securities, net | 20,201 | 11,881 | ||||||
Deferred acquisition costs capitalized | (1,796,373 | ) | (74,961 | ) | ||||
Deferred acquisition costs amortized | 575,210 | 62,902 | ||||||
Value of business acquired amortized | 5,076 | 5,076 | ||||||
Interest credited on deposit type contracts | 194,549 | 160,494 | ||||||
(Increase) decrease in operating assets: | ||||||||
Investment income due and accrued | (33,166 | ) | (24,508 | ) | ||||
Reinsurance related assets | (70,088 | ) | 60,531 | |||||
Other assets | (44,238 | ) | 17,033 | |||||
Increase (decrease) in operating liabilities: | ||||||||
Policyowner benefit reserves | 989,476 | 631,551 | ||||||
Dividend Accumulation | (2,022 | ) | (9,519 | ) | ||||
Advance premiums | 11,853 | (6,587 | ) | |||||
Other liabilities | 82,893 | (3,279 | ) | |||||
Accounts payable and accrued expenses | 40,416 | 12,463 | ||||||
Net cash provided by (used in) operating activities | (1,356,265 | ) | 494,301 | |||||
Cash Flows from Investing Activities: | ||||||||
Available-for-sale securities | ||||||||
Purchase of fixed income investments | (876,333 | ) | (615,289 | ) | ||||
Purchase of equity investments | (2,974,768 | ) | (173,630 | ) | ||||
Proceeds from fixed income sales and repayments | 523,611 | 52,582 | ||||||
Proceeds from equity sales and repayments | 2,965,665 | - | ||||||
Interest on policy loans | (2,477 | ) | (674 | ) | ||||
Increase in policy loans | (20,243 | ) | (222 | ) | ||||
Net cash used in investing activities | (384,545 | ) | (737,233 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Receipts on deposit-type contracts | 2,944,455 | 965,438 | ||||||
Withdrawals on deposit-type contracts | (650,221 | ) | (471,668 | ) | ||||
Proceeds from FHLB advance | - | |||||||
Proceeds received from issuance of common stock, net of costs of issuance | (4,693 | ) | 156,890 | |||||
Net cash provided by financing activities | 2,289,541 | 650,660 | ||||||
Net increase in cash and cash equivalents | 548,732 | 407,728 | ||||||
Cash and Cash Equivalents: | ||||||||
Beginning | 6,678,805 | 2,077,646 | ||||||
Ending | $ | 7,227,537 | $ | 2,485,374 | ||||
See Notes to Consolidated Financial Statements (unaudited). |
US Alliance Corporation |
Supplemental Cash Flow Information |
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Supplemental Disclosure of Non-Cash Information | ||||||||
Assumed deposit-type contracts due from reinsurer | $ | 13,524,325 | $ | - | ||||
Notes to Consolidated Financial Statements (unaudited)
31.1* |
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31.2* |
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32.1* |
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32.2* | ||||
* Filed herewith
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| US Alliance Corporation | |
| (Registrant) |
Date
By /s/ Jack H. Brier
Jack H. Brier, President and Chairman
