UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FORM 10-Q
MARCH 31, 2022
TABLE OF CONTENTS
Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 (Unaudited)
Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2022 and
3 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
PART I
Item 1. Financial Statements
USCB FINANCIAL HOLDINGS, INC.
Consolidated Balance Sheets - Unaudited
(Dollars in thousands, except share data)
March 31, 2022
December 31, 2021
ASSETS:
Cash and due from banks
$
$
Interest-bearing deposits in banks
Total cash and cash equivalents
Investment securities held to maturity (fair value $
, respectively)
Investment securities available for sale, at fair value
Federal Home Loan Bank stock, at cost
Loans held for investment, net of allowance of $
, respectively
Accrued interest receivable
Premises and equipment, net
Bank owned life insurance
Deferred tax asset, net
Lease right-of-use asset
Other assets
Total assets
$
$
LIABILITIES:
Deposits:
Demand
$
$
$605,425
Money market and savings accounts
Interest-bearing checking accounts
Time deposits over $250,000
Time deposits $250,000 or less
Total deposits
Federal Home Loan Bank advances
Lease liability
Accrued interest and other liabilities
Total liabilities
Commitments and contingencies (See Notes 6 and 12)
STOCKHOLDERS' EQUITY:
Preferred stock - Class C; $
authorized;
-
-
Preferred stock - Class D; $
authorized;
-
-
Preferred stock - Class E; $
authorized;
-
-
Common stock - Class A Voting; $
and
Common stock - Class B Non-voting; $
outstanding as of March 31, 2022 and December 31, 2021
-
-
Additional paid-in capital on common stock
Accumulated deficit
(119,391 )
(124,245 )
Accumulated other comprehensive loss
(19,458 )
(2,516 )
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
The accompanying notes are an integral part of these consolidated financial statements.
4 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
USCB FINANCIAL HOLDINGS, INC.
Consolidated Statements of Operations - Unaudited
(Dollars in thousands, except per share data)
Three Months Ended March 31,
2022
2021
Interest income:
$
$
Interest expense:
Provision for credit losses
-
(160 )
Non-interest income:
-
Non-interest expense:
Income tax expense
Less: Preferred stock dividend
-
Net income available to common stockholders
$
$
Per share information:
(1) (2)
Class A common stock
Net income per share, basic
$
$
Net income per share, diluted
$
$
Class B common stock
Net income per share, basic
$
-
$
Net income per share, diluted
$
-
$
(1) For further details on the allocation of net income available to common stockholders and per share information, see Note 10 "Earnings per Share".
(2) For the three months ended March 31, 2021, the common stock outstanding, weighted average shares and net income per share for the Class A
common stock were adjusted to reflect the 1 for 5 reverse stock split effected in June of 2021.
The accompanying notes are an integral part of these consolidated financial statements.
5 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
USCB FINANCIAL HOLDINGS, INC.
Consolidated Statements of Comprehensive Income (Loss) - Unaudited
(Dollars in thousands)
Three Months Ended March 31,
2022
2021
Net income
$
$
Other comprehensive income (loss):
Unrealized loss on investment securities
(22,775 )
(6,070 )
Amortization of net unrealized gains on securities transferred from available-for-sale to held-to-maturity
-
Reclassification adjustment for gain included in net income
(21 )
(62 )
Tax effect
Total other comprehensive loss, net of tax
(16,942 )
(4,629 )
Total comprehensive (loss) income
$
(12,088 )
$
The accompanying notes are an integral part of these consolidated financial statements.
6 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
USCB FINANCIAL HOLDINGS, INC.
Consolidated Statements of Changes in Stockholders’ Equity - Unaudited
(Dollars in thousands, except per share data)
Preferred Stock
Common Stock
Additional Paid-
in Capital on
Common Stock
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Shares
Par Value
Shares
Par Value
Total
Stockholders'
Equity
Balance at January 1, 2022
-
$
-
$
$
$
(124,245 )
$
(2,516 )
$
Net income
-
-
-
-
-
-
Other comprehensive loss
-
-
-
-
-
-
(16,942 )
(16,942 )
Exercise of stock options
-
-
-
-
Stock based compensation
-
-
-
-
128
-
-
Balance at March 31, 2022
-
$
-
$
$
$
(119,391 )
$
(19,458 )
$
Balance at January 1, 2021
(1)
$
$
$
$
(53,622 )
$
$
Net income
-
-
-
-
-
-
Other comprehensive loss
-
-
-
-
-
-
(4,629 )
(4,629 )
Dividends - preferred stock
-
-
-
-
-
(781 )
-
(781 )
Stock based compensation
-
-
-
-
-
-
Balance at March 31, 2021
$
$
$
$
(49,622 )
$
$
(1) For the three months ended March 31, 2021, common stock shares, par value, and additional paid-in capital for common stock for 2021 was adjusted to reflect the 1 for 5 reverse stock split. See
Note 9 "Stockholders' Equity" for further details.
The accompanying notes are an integral part of these consolidated financial statements.
7 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
USCB FINANCIAL HOLDINGS, INC.
Consolidated Statements of Cash Flows - Unaudited
(Dollars in thousands)
Three Months Ended March 31,
2022
2021
Cash flows from operating activities:
Net income
$
$
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
-
(160 )
Depreciation and amortization
Amortization of premiums on securities, net
Accretion of deferred loan fees, net
(807 )
(1,249 )
Stock based compensation
Gain on sale of available for sale securities
(21 )
(62 )
Gain on sale of loans held for sale
(334 )
(964 )
Increase in cash surrender value of bank owned life insurance
(266 )
(170 )
Decrease in deferred tax asset
Net change in operating assets and liabilities:
Accrued interest receivable
(328 )
(462 )
Other assets
(2,838 )
(1,660 )
Accrued interest and other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchase of investment securities held to maturity
(2,432 )
-
Proceeds from maturities and pay-downs of investment securities held to maturity
-
Purchase of investment securities available for sale
(42,794 )
(41,094 )
Proceeds from maturities and pay-downs of investment securities available for sale
Proceeds from sales of investment securities available for sale
Net increase in loans held for investment
(617 )
(72,969 )
Purchase of loans held for investment
(70,175 )
-
Additions to premises and equipment
(155 )
(184 )
Proceeds from the sale of loans held for sale
Proceeds from the redemption of Federal Home Loan Bank stock
-
Purchase of Federal Home Loan Bank stock
(177 )
-
Net cash used in investment activities
(80,735 )
(75,901 )
Cash flows from financing activities:
Proceeds from issuance of Class A common stock, net
-
Dividends paid
-
(781 )
Net increase in deposits
Net cash provided by financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
$
Supplemental disclosure of cash flow information:
Interest paid
$
$
Supplemental schedule of non-cash investing and financing activities:
Transfer of loans held for investment to loans held for sale
$
$
The accompanying notes are an integral part of these consolidated financial statements.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
8 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Overview
USCB Financial Holdings, Inc., a Florida corporation incorporated in 2021, is a bank holding company with one wholly
owned subsidiary, U.S. Century Bank (the “Bank”), together referred to as “the Company”. The Bank, established in 2002,
is a Florida state-chartered, non-member financial institution providing financial services through its banking centers located
in South Florida.
During the year ended December 31, 2021, the Bank completed an initial public offering (“IPO”) and its Class A voting
common shares began trading on the Nasdaq Stock Market in July 2021. In December 2021, the Bank exchanged all
outstanding shares of Class B non-voting common stock into shares of Class A voting common stock. Shortly thereafter,
USCB Financial Holdings, Inc. acquired all issued and outstanding shares of the Class A voting common stock of the Bank
in connection with the reorganization of the Bank into the holding company form of structure. For further information on the
IPO and the exchange and redemption of shares, see Note 9 “Stockholders’ Equity”.
The Company’s Consolidated Financial Statements consist of USCB Financial Holdings, Inc. and U.S. Century Bank
as of or for the period ended March 31, 2022 and December 31, 2021 compared to only U.S. Century Bank as of or for the
period ended March 31, 2021.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to
Form 10-Q and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S.
GAAP”) for comple te financial statements. All adjustments consisting of normally recurring accruals that, in the opinion of
management, are necessary for a fair presentation of the financial position and results of operations for the periods
presented have been included. These unaudited consolidated financial statements should be read in conjunction with the
Company’s consolidated financial statements and related notes appearing in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2021.
Principles of Consolidation
The Company consolidates entities in which it has a controlling financial interest. Intercompany transactions and
balances are eliminated in consolidation.
Use of Estimates
To prepare financial statements in conformity with U.S. GAAP, management makes estimates and assumptions based
on available information. These estimates and assumptions affect the amounts reported in the financial statements. The
most significant estimates impacting the Company’s consolidated financial statements are the allowance for credit losses
and income taxes.
Concentration of Credit Risks
Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed to
perform as contracted and any collateral or security proved to be insufficient to cover the loss. Concentrations of credit risk
(whether on or off-balance sheet) arising from financial instruments exist in relation to certain groups of customers. A group
concentration arises when a number of counterparties have similar economic characteristics that would cause their ability
to meet contractual obligations to be similarly affected by changes in economic or other conditions. The Company does not
have a significant exposure to any individual customer or counterparty.
At March 31, 2022 and December 31, 2021, the Company had a concentration of risk with loans outstanding to the
Company’s top ten lending relationships totaling $
concentration accounted for
% of net loans outstanding at March 31, 2022 and
% at December 31, 2021.
At March 31, 2022 and December 31, 2021, the Company also had a concentration of credit risk with loans outstanding
to foreign banks in Ecuador, Honduras, and El Salvador totaling $
These foreign banks maintained deposits with right of offset totaling $
December 31, 2021, respectively.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
9 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
At various times during the year, the Company has maintained deposits with other financial institutions. The exposure
to the Company from these transactions is solely dependent upon daily balances and the financial strength of the respective
institutions.
Bank Owned Life Insurance
Bank owned life insurance (“BOLI”) is carried at the amount that could be realized under the contract at the balance
sheet date, which is typically cash surrender value. Changes in cash surrender value are recorded in non-interest income.
At March 31, 2022, the Company maintained BOLI policies with five insurance carriers with a combined cash surrender
value of $
and officers.
Reclassifications
Certain amounts in the Consolidated Financial Statements have been reclassified to conform to the current
presentation. Reclassifications had no impact on the net income or stockholders’ equity of the Company.
Recently Issued Accounting Standards
Issued and Adopted
The Company adopted no new accounting pronouncements as of or for the three months ended March 31, 2022. There
were no newly-issued accounting pronouncements that we believe may have a significant impact to the Company’s
consolidated financial statements or internal controls.
Issued and Not Yet Adopted
Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326); Measurement of Credit
Losses on Financial Instruments. This accounting standard update (“ASU” or “Update”) on accounting for current expected
credit losses on financial instruments (“CECL”) will replace the current probable incurred loss impairment methodology
under U.S. GAAP with a methodology that reflects the expected credit losses. The Update is intended to provide financial
statement users with more decision-useful information about expected credit losses. This Update is applicable to the
Company on a modified retrospective basis for interim and annual periods in fiscal years beginning after December 15,
2022. Early adoption is permitted for fiscal years beginning after December 15, 2019, including interim periods within those
fiscal years. The Company expects to adopt this ASU on January 1, 2023. The impact of adoption on the Company’s
financial statements will depend on the composition of the loan and investment securities portfolio as of January 1, 2023,
general economic conditions, and other factors that are not known at this time. Although management is in the process of
evaluating the impact of adoption of this ASU on its consolidated financial statements, management does believe that this
ASU will lead to significant changes in accounting policies and disclosures related to, and the methods used in estimating,
the ACL. To date, the Company has executed a detailed implementation plan through the adoption date, implemented a
software solution to assist with the CECL estimation process, and has completed a data gap analysis.
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of
Reference Rate Reform on Financial Reporting. In January 2021, the FASB clarified the scope of this guidance with ASU
2021-01 which provides optional guidance for a limited period of time to ease the burden in accounting for (or recognizing
the effects of) reference rate reform on financial reporting. This ASU is effective March 12, 2020 through December 31,
2022. The Company is evaluating the impact of this ASU and has not yet determined whether LIBOR transition and this
ASU will have a material effect on our business operatio ns and consolidated financial statements.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
10 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Trouble Debt Restructuring
In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt
Restructurings and Vintage Disclosures. This ASU eliminates the recognition and measurement guidance on troubled debt
restructurings for creditors and aligns it with existing guidance to determine whether a loan modification results in a new
loan or a continuation of an existing loan. The new guidance also requires enhanced disclosures about certain loan
modifications by creditors when a borrower is experiencing financial difficulty. This ASU is effective in periods beginning
after December 15, 2022, using either a prospective or modified retrospective transition approach. Early adoption is
permitted for entities that have already adopted CECL. The Company is in the process of reviewing this ASU, as part of its
CECL implementation efforts, to determine whether it would have a material impact on the Company’s consolidated financial
statements when adopted.
2. INVESTMENT SECURITIES
The following tables present a summary of the amortized cost, unrealized or unrecognized gains and losses, and fair
value of investment securities at the dates indicated (in thousands):
March 31, 2022
Available-for-sale:
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
U.S. Government Agency
$
$
-
$
(764 )
$
U.S. Treasury
-
-
Collateralized mortgage obligations
(12,653 )
Mortgage-backed securities - residential
-
(8,617 )
Mortgage-backed securities - commercial
(2,069 )
Municipal securities
-
(3,163 )
Bank subordinated debt securities
(184 )
Corporate bonds
(128 )
$
$
$
(27,578 )
$
Held-to-maturity:
U.S. Government Agency
$
$
-
$
(2,802 )
$
Collateralized mortgage obligations
-
(3,535 )
Mortgage-backed securities - residential
-
(2,327 )
Mortgage-backed securities - commercial
-
(282 )
Corporate bonds
-
(725 )
$
$
-
$
(9,671 )
$
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
11 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
December 31, 2021
Available-for-sale:
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
U.S. Government Agency
$
$
$
(50 )
$
Collateralized mortgage obligations
(3,699 )
Mortgage-backed securities - residential
(2,029 )
Mortgage-backed securities - commercial
(608 )
Municipal securities
(894 )
Bank subordinated debt securities
(13 )
Corporate bonds
-
$
$
$
(7,293 )
$
Held-to-maturity:
U.S. Government Agency
$
$
$
(615 )
$
Collateralized mortgage obligations
-
(1,021 )
Mortgage-backed securities - residential
-
(568 )
Mortgage-backed securities - commercial
-
(90 )
Corporate bonds
-
(221 )
$
$
$
(2,515 )
$
During the year ended December 31, 2021, a total of
value of $
(“HTM”). These securities had a net unrealized gain of $
income on the transfer date. The unrealized gain or loss at the date of transfer was retained in accumulated other
comprehensive income (“AOCI”) and in the carrying value of the HTM securities. The net unrealized gains that were retained
in AOCI are being amortized over the remaining life of the securities. For the three months ended March 31, 2022, total
amortization out of AOCI for net unrealized gains on securities transferred from AFS to HTM was $
Gains and losses on the sale of securities are recorded on the trade date and are determined on a specific identification
basis. The following table presents the proceeds, realized gross gains and realized gross losses on sales and calls of AFS
debt securities for the three months ended March 31, 2022 and 2021 (in thousands):
Three Months Ended March 31,
Available-for-sale:
2022
2021
Proceeds from sale and call of securities
$
$
Gross gains
$
$
Gross losses
(137 )
(13 )
Net realized gains
$
$
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
12 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
The amortized cost and fair value of investment securities, by contractual maturity, are shown below for the date
indicated (in thousands). 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. Securities not due at a single maturity date are shown
separately.
Available-for-sale
Held-to-maturity
March 31, 2022:
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
Due within one year
$
$
$
$
Due after one year through five years
Due after five years through ten years
-
-
Due after ten years
-
-
U.S. Government Agency
Collateralized mortgage obligations
Mortgage-backed securities - residential
Mortgage-backed securities - commercial
$
$
$
$
At March 31, 2022, there were no securities to any one issuer, in an amount greater than 10% of total stockholders’
equity other than the United States Government and Government Agencies. All the collateralized mortgage obligations and
mortgage-backed securities are issued by United States sponsored entities at March 31, 2022 and December 31, 2021.
Information pertaining to investment securities with gross unrealized losses, aggregated by investment category and
length of time that those individual securities have been in a continuous loss position, are presented as of the following
dates (in thousands):
March 31, 2022
Less than 12 months
12 months or more
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
U.S. Government Agency
$
$
(1,909 )
$
$
(1,769 )
$
$
(3,678 )
U.S. Treasury
-
-
-
-
Collateralized mortgage obligations
(10,567 )
(5,621 )
(16,188 )
Mortgage-backed securities - residential
(5,493 )
(5,109 )
(10,602 )
Mortgage-backed securities - commercial
(1,619 )
(665 )
(2,284 )
Municipal securities
(802 )
(2,361 )
(3,163 )
Bank subordinated debt securities
(184 )
-
-
(184 )
Corporate bonds
(247 )
-
-
(247 )
$
$
(20,821 )
$
$
(15,525 )
$
$
(36,346 )
December 31, 2021
Less than 12 months
12 months or more
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
U.S. Government Agency
$
$
(254 )
$
$
(516 )
$
$
(770 )
Collateralized mortgage obligations
(3,223 )
(1,497 )
(4,720 )
Mortgage-backed securities - residential
(1,178 )
(1,274 )
(2,452 )
Mortgage-backed securities - commercial
(318 )
(309 )
(627 )
Municipal securities
(395 )
(499 )
(894 )
Bank subordinated debt securities
(13 )
-
-
(13 )
$
$
(5,381 )
$
$
(4,095 )
$
$
(9,476 )
As of March 31, 2022, the unrealized losses associated with $
AFS portfolio to the HTM portfolio represent unrealized losses since the date of purchase, independent of the impact
associated with changes in the cost basis upon transfer between portfolios.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
13 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
The Company performs a review of the investments that have an unrealized loss to determine whether there have been
any changes in the economic circumstance of the security issuer to indicate that the unrealized loss is impaired on an other-
than-temporary (“OTTI”) basis. Management considers several factors in their analysis including (i) severity and duration of
the impairment, (ii) credit rating of the security including any downgrade, (iii) intent to sell the security, or if it is more likely
than not that it will be required to sell the security before recovery, (iv) whether there have been any payment defaults and
(v) underlying guarantor of the securities.
The Company does not consider these investments to be OTTI as the decline in market value is attributable to changes
in market interest rates and not credit quality, and because the Company does not intend to sell the investments before
recovery of its amortized cost basis, which may be maturity, and it is more likely than not that the Company will not be
required to sell the securities before maturity.
Pledged Securities
The Company maintains a master repurchase agreement with a public banking institution for up to $
guaranteed with investment securities upon withdrawal. Any amounts borrowed would be at a variable interest rate based
on prevailing rates at the time funding is requested. As of March 31, 2022, the Company did not have any securities pledged
under this agreement.
The Company is a Qualified Public Depositor (“QPD”) with the state of Florida. As a QPD, the Company has the authority
to legally maintain public deposits from cities, municipalities, and the state of Florida. These public deposits are secured by
securities pledged to the state of Florida at a ratio of
% of the outstanding uninsured deposits. The Company must also
maintain a minimum amount of pledged securities to be in the public funds program.
As of March 31, 2022, the Company had a total of $
to these public funds were
As of December 31, 2021, the Company had a total of $
pledged to these public funds were
3. LOANS
The following table is a summary of the distribution of loans held for investment by type (in thousands):
March 31, 2022
December 31, 2021
Total
Percent of
Total
Total
Percent of
Total
Residential Real Estate
$
%
$
%
Commercial Real Estate
%
%
Commercial and Industrial
%
%
Foreign Banks
%
%
Consumer and Other
%
%
Total gross loans
%
%
Less: Unearned income
Total loans net of unearned income
Less: Allowance for credit losses
Total net loans
$
$
At March 31, 2022 and December 31, 2021, the Company had $
commercial real estate and residential mortgage loans pledged as collateral on lines of credit with the FHLB and the Federal
Reserve Bank of Atlanta.
The Company was a participant of the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”)
loans. These loans were designed to provide a direct incentive for small businesses to keep their workers on payroll and
the funds had to be used towards payroll cost, mortgage interest, rent, utilities and other costs related to COVID-19. These
loans are forgivable under specific criteria as determined by the SBA. The Company had PPP loans of $
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
14 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
March 31, 2022 and $
PPP loans had deferred loan fees of $
The Company recognized $
ended March 31, 2022 and 2021, respectively, which is reported under loans, including fees within the Consolidated
Statements of Operations.
The Company segments the portfolio by pools grouping loans that share similar risk characteristics and employing
collateral type and lien position to group loans according to risk. The Company determines historical loss rates for each
loan pool based on its own loss experience. In estimating credit losses, the Company also considers qualitative and
environmental factors that may cause estimated credit losses for the loan portfolio to differ from historical losses.
Changes in the allowance for credit losses for the three months ended March 31, 2022 and 2021 were as follows (in
thousands):
Residential
Real Estate
Commercial
Real Estate
Commercial
and Industrial
Foreign
Banks
Consumer
and Other
Total
March 31, 2022:
Beginning balance
$
$
$
$
$
$
Provision for credit losses
(157 )
(426 )
-
Recoveries
-
-
-
Charge-offs
(16 )
-
-
-
(5 )
(21 )
Ending Balance
$
$
$
$
$
$
March 31, 2021:
Beginning balance
$
$
$
$
$
$
Provision for credit losses
(325 )
(133 )
(160 )
Recoveries
-
-
Charge-offs
-
-
-
-
(9 )
(9 )
Ending Balance
$
$
$
$
$
$
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
15 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Allowance for credit losses and the outstanding balances in loans as of March 31, 2022 and December 31, 2021 are as
follows (in thousands):
Residential
Real Estate
Commercial
Real Estate
Commercial
and Industrial
Foreign
Banks
Consumer
and Other
Total
March 31, 2022:
Allowance for credit losses:
Individually evaluated for impairment
$
$
$
$
-
$
$
Collectively evaluated for impairment
Balances, end of period
$
$
$
$
$
$
Loans:
Individually evaluated for impairment
$
$
$
$
-
$
$
Collectively evaluated for impairment
Balances, end of period
$
$
$
$
$
$
December 31, 2021:
Allowance for credit losses:
Individually evaluated for impairment
$
$
-
$
$
-
$
$
Collectively evaluated for impairment
Balances, end of period
$
$
$
$
$
$
Loans:
Individually evaluated for impairment
$
$
$
$
-
$
$
Collectively evaluated for impairment
Balances, end of period
$
$
$
$
$
$
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
16 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Credit Quality Indicators
The Company grades loans based on the estimated capability of the borrower to repay the contractual obligation of the
loan agreement based on relevant information which may include: current financial information on the borrower, historical
payment experience, credit documentation and other current economic trends. Internal credit risk grades are evaluated
periodically.
The Company's internally assigned credit risk grades are as follows:
Pass
– Loans indicate different levels of satisfactory financial condition and performance.
Special Mention
close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment
prospects for the loan or of the institution’s credit position at some future date.
Substandard
– Loans classified as substandard are inadequately protected by the current net worth and paying
capacity of the obligator or of the collateral pledged, if any. Loans so classified have a well-defined weakness or
weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the
institution will sustain some loss if the deficiencies are not corrected.
Doubtful
the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing
facts, conditions, and values, highly questionable and improbable.
Loss
– Loans classified as loss are considered uncollectible.
Loan credit exposures by internally assigned grades are presented below for the periods indicated (in thousands):
As of March 31, 2022
Pass
Special
Mention
Substandard
Doubtful
Total Loans
Residential real estate:
Home equity line of credit ("HELOC") and other
$
$
-
$
-
$
-
$
1-4 family residential
-
-
Condo residential
-
-
-
-
-
Commercial real estate:
Land and construction
-
-
-
Multi family residential
-
-
-
Condo commercial
-
-
Commercial property
-
-
Leasehold improvements
-
-
-
-
Commercial and industrial:
(1)
Secured
-
-
Unsecured
-
-
-
-
-
Foreign banks
-
-
-
Consumer and other loans
-
-
Total
$
$
$
$
-
$
(1) All outstanding PPP loans were internally graded pass.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
17 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
As of December 31, 2021
Pass
Special
Mention
Substandard
Doubtful
Total Loans
Residential real estate:
Home equity line of credit ("HELOC") and other
$
$
-
$
-
$
-
$
1-4 family residential
-
-
Condo residential
-
-
-
-
-
Commercial real estate:
Land and construction
-
-
-
Multi family residential
-
-
-
Condo commercial
-
-
Commercial property
-
-
Leasehold improvements
-
-
-
-
Commercial and industrial:
(1)
Secured
-
-
Unsecured
-
-
-
-
Foreign banks
-
-
-
Consumer and other loans
-
-
Total
$
$
$
$
-
$
(1) All outstanding PPP loans were internally graded pass.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
18 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Loan Aging
The Company also considers the performance of loans in grading and in evaluating the credit quality of the loan portfolio.
The Company analyzes credit quality and loan grades based on payment performance and the aging status of the loan.
The following tables include an aging analysis of accruing loans and total non-accruing loans as of March 31, 2022 and
December 31, 2021 (in thousands):
Accruing
As of March 31, 2022:
Current
Past Due 30-
89 Days
Past Due >
90 Days and
Still
Accruing
Total
Accruing
Non-Accrual
Total Loans
Residential real estate:
Home equity line of credit and other
$
$
-
$
-
$
$
-
$
1-4 family residential
-
-
Condo residential
-
-
-
-
Commercial real estate:
Land and construction
-
-
-
Multi family residential
-
-
-
Condo commercial
-
-
-
Commercial property
-
-
Leasehold improvements
-
-
-
-
-
Commercial and industrial:
Secured
-
-
Unsecured
-
-
-
-
Foreign banks
-
-
-
Consumer and other
-
-
Total
$
$
$
-
$
$
-
$
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
19 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Accruing
As of December 31, 2021:
Current
Past Due
30-89 Days
Past Due >
90 Days and
Still
Accruing
Total
Accruing
Non-Accrual
Total Loans
Residential real estate:
Home equity line of credit and other
$
$
-
$
-
$
$
-
$
1-4 family residential
-
Condo residential
-
-
-
Commercial real estate:
Land and construction
-
-
-
Multi family residential
-
-
Condo commercial
-
-
-
Commercial property
-
-
-
Leasehold improvements
-
-
-
-
-
Commercial and industrial:
Secured
-
-
-
Unsecured
-
-
-
-
Foreign banks
-
-
-
Consumer and other
-
-
Total
$
$
$
-
$
$
$
There was
Interest income on these loans for the three months ended March 31, 2022 and 2021, would have been approximately
$
Impaired Loans
The following table includes the unpaid principal balances for impaired loans with the associated allowance amount, if
applicable, on the basis of impairment methodology for the dates indicated (in thousands):
March 31, 2022
December 31, 2021
Unpaid
Principal
Balance
Net
Investment
Balance
Valuation
Allowance
Unpaid
Principal
Balance
Net
Investment
Balance
Valuation
Allowance
Impaired Loans with No Specific Allowance:
Residential real estate
$
$
$
-
$
$
$
-
Commercial real estate
-
-
-
-
Impaired Loans with Specific Allowance:
Residential real estate
Commercial real estate
-
-
-
Commercial and industrial
Consumer and other
Total
$
$
$
$
$
$
Net investment balance is the unpaid principal balance of the loan adjusted for the remaining net deferred loan fees.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
20 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
The following table presents the average recorded investment balance on impaired loans for the dates indicated (in
thousands):
Three Months Ended March 31,
2022
2021
Residential real estate
$
$
Commercial real estate
Commercial and industrial
Consumer and other
Total
$
$
Interest income recognized on impaired loans for the three months ended March 31, 2022 and 2021 was $
and $
Troubled Debt Restructuring
A troubled debt restructuring (“TDR”) occurs when the Company has agreed to a loan modification in the form of a
concession for a borrower who is experiencing financial difficulty. Modifications to loans can be made for rate, term,
payment, conversion of loan to interest only for a limited time or a combination to include more than one type of modification.
The following table presents performing and non-performing TDRs at the dates indicated (in thousands):
March 31, 2022
December 31, 2021
Accrual Status
Non-Accrual
Status
Total TDRs
Accrual Status
Non-Accrual
Status
Total TDRs
Residential real estate
$
$
-
$
$
$
-
$
Commercial real estate
-
-
Commercial and industrial
-
-
Consumer and other
-
-
Total
$
$
-
$
$
$
-
$
The Company had allocated $
and December 31, 2021, respectively. There were
and 2021. There was
During the quarter ended March 31, 2022 and 2021, there were
within the prior 12 months. The Company also did
t have any new TDR loans for the three months ended March 31, 2022
and 2021.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
21 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
4. INCOME TAXES
The Company’s provision for income taxes is presented in the following table for the dates indicated (in thousands):
Three Months Ended March 31,
2022
2021
Current:
Federal
$
-
$
-
State
-
-
Total current
-
-
Deferred:
Federal
State
Total deferred
Total tax expense
$
$
The actual income tax expense for the three months ended March 31, 2022 and 2021 differs from the statutory tax
expense for the year (computed by applying the U.S. federal corporate tax rate of
% for 2022 and 2021 to income before
provision for income taxes) as follows (in thousands):
Three Months Ended March 31,
2022
2021
Federal taxes at statutory rate
$
$
State income taxes, net of federal tax benefit
Bank owned life insurance
(67 )
(42 )
Other, net
Total tax expense
$
$
The Company’s deferred tax assets and deferred tax liabilities as of the dates indicated were (in thousands):
March 31, 2022
December 31, 2021
Deferred tax assets:
Net operating loss
$
$
Allowance for credit losses
Lease liability
Unrealized loss on available for sale securities
Deferred loan fees
Depreciable property
Stock option compensation
Accruals
Other, net
Deferred tax asset
Deferred tax liability:
Lease right of use asset
(3,407 )
(3,595 )
Deferred expenses
(152 )
(127 )
Deferred tax liability
(3,559 )
(3,722 )
Net deferred tax asset
$
$
The Company has approximately $
expiring in various amounts between 2031 and 2036 and are limited to future taxable earnings of the Company.
In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
22 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment.
The major tax jurisdictions where the Company files income tax returns are the U.S. federal jurisdiction and the state of
Florida. With few exceptions, the Company is no longer subject to U.S. federal and state income tax examinations by tax
authorities for years before 2018.
For the three months ended March 31, 2022 and 2021, the Company did
t have any unrecognized tax benefits as a
result of tax positions taken during a prior period or during the current period. Additionally,
recorded as a result of tax uncertainties.
5. STOCK OPTIONS
The Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Option Plan”) is used to issue shares of
common stock to employees and the Board of Directors. See Note 9 to the Company’s audited consolidated financial
statements on the Form 10-K for more information on the 2015 Option Plan.
At March 31, 2022, there were
shares available for grant under the 2015 Option Plan after the 1 for 5 reverse stock split.
Stock option balances, weighted average exercise price, and weighted average fair value of options granted for three
months ended March 31, 2021 were adjusted to reflect the 1 for 5 reverse stock split on Class A common stock. Stock
options issued are only exercisable to Class A common stock. See Note 9 “Stockholders’ Equity” for further discussion on
the stock split.
The Company recognizes compensation expense based on the estimated grant date fair value method using the Black-
Scholes option pricing model and accounts for this expense using a prorated straight-line amortization method over the
vesting period of the option. Stock based compensation expense is based on awards that the Company expects will
ultimately vest, reduced by estimated forfeitures. Estimated forfeitures consider the voluntary termination trends as well as
actual option forfeitures.
The compensation expense is reported within salaries and employee benefits in the accompanying Consolidated
Statements of Operations. Compensation expense totaling $
March 31, 2022 and $
Cash flows resulting from excess tax benefits are required to be classified as a part of cash flows from operating
activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred
tax asset attributable to the compensation cost for such options. There were
ended March 31, 2022 and 2021.
Unrecognized compensation cost remaining on stock-based compensation was $
March 31, 2022 and 2021, respectively.
The fair value of options granted was determined using the following weighted-average assumptions as of:
Assumption
March 31, 2022
Risk-free interest rate
Expected term
Expected stock price volatility
%
Dividend yield
%
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
23 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
The following table presents a summary of stock options for the three months ended March 31, 2022 and 2021:
Stock Options
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual Years
Aggregate Intrinsic
Value
Balance at January 1, 2022
$
Granted
$
Exercised
$
Balance at March 31, 2022
$
Exercisable at March 31, 2022
$
$
Balance at January 1, 2021
(1)
$
Granted
$
Balance at March 31, 2021
$
Exercisable at March 31, 2021
$
$
(1) For the three months ended March 31, 2021, Class A common stock outstanding and additional paid-in-capital were adjusted to reflect the 1 for 5
reverse stock split. See Note 9 "Stockholders' Equity" for further discussion on the stock split.
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the
valuation of the Company’s stock and the exercise price, multiplied by the number of options considered in-the-money) that
would have been received by the option holders had all option holders exercised their options.
The weighted average fair value of options granted was $
and 2021
, respectively.
6. OFF-BALANCE SHEET ARRANGEMENTS
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business in order to
meet the financial needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial
instruments include unfunded commitments under lines of credit, commitments to extend credit, standby and commercial
letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the
amount recognized in the Company’s Consolidated Balance Sheets. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-sheet instruments.
The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instruments
for unused lines of credit, and standby letters of credit is represented by the contractual amount of these commitments.
A summary of the amounts of the Company's financial instruments with off-balance sheet risk are shown below at
March 31, 2022 and December 31, 2021 (in thousands):
March 31, 2022
December 31, 2021
Commitments to grant loans and unfunded lines of credit
$
$
Standby and commercial letters of credit
$
$
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition
established in the contract. Commitments generally have fixed expiration dates or other termination clauses.
Unfunded lines of credit and revolving credit lines are commitments for possible future extensions of credit to existing
customers. These lines of credit are uncollateralized and usually do not contain a specified maturity date and ultimately may
not be drawn upon to the total extent to which the Company is committed.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
24 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Standby and commercial letters of credit are conditional commitments issued by the Company to guarantee the
performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing
arrangements. Essentially all letters of credit have fixed maturity dates and many of them expire without being drawn upon,
they do not generally present a significant liquidity risk to the Company.
7. DERIVATIVES
The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage
its interest rate risk position. The notional amount of the interest rate swaps do not represent amounts exchanged by the
parties. The amounts exchanged are determined by reference to the notional amount and the other terms of the individual
interest rate swap agreements.
The Company enters into interest rate swaps with its loan customers. The Company had
17
18
with loan customers with an aggregate notional amount of $
December 31, 2021, respectively. These interest rate swaps mature between 2025 and 2051. The Company entered into
corresponding and offsetting derivatives with third parties. The fair value of liability on these derivatives requires the
Company to provide the counterparty with funds to be held as collateral which the Company reports as other assets under
the Consolidated Balance Sheets. While these derivatives represent economic hedges, it does not qualify as hedges for
accounting purposes.
The following table reflects the Company’s customer related interest rate swaps at the dates indicated (in thousands):
Fair Value
Notional
Amount
Collateral
Amount
Balance Sheet Location
Asset
Liability
March 31, 2022:
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
$
$
Other assets/Other liabilities
$
$
December 31, 2021:
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
$
$
Other assets/Other liabilities
$
$
8. FAIR VALUE MEASUREMENTS
Determination of Fair Value
The Company uses fair value measurements to record fair-value adjustments to certain assets and liabilities and to
determine fair value disclosures. In accordance with the fair value measurements accounting guidance, the fair value of a
financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Fair value is best determined based upon quoted market prices.
However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases
where quoted market prices are not available, fair values are based on estimates using present value or other valuation
techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates
of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction
(that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current
market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a
change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining
the price at which willing market participants would transact at the measurement date under current market conditions
depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point
within the range that is most representative of fair value under current market conditions.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
25 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Fair Value Hierarchy
In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured
at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the
assumptions used to determine fair value.
Level 1
entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and
equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing
sources for market transactions involving identical assets or liabilities.
Level 2
asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated
by observable market data for substantially the full term of the asset or liability.
Level 3
significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments
whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as
well as instruments for which determination of fair value requires significant management judgment or estimation.
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement.
Items Measured at Fair Value on a Recurring Basis
AFS investment securities:
for such securities, management generally relies on prices obtained from independent vendors or third-party broker-dealers.
Management reviews pricing methodologies provided by the vendors and third-party broker-dealers in order to determine if
observable market information is being utilized. Securities measured with pricing provided by independent vendors or third-
party broker-dealers are classified within Level 2 of the hierarchy and often involve using quoted market prices for similar
securities, pricing models or discounted cash flow analyses utilizing inputs observable in the market where available.
Derivatives:
classified within Level 2 of the hierarchy.
The following table represents the Company's assets measured at fair value on a recurring basis at March 31, 2022
and December 31, 2021 for each of the fair value hierarchy levels (in thousands):
March 31, 2022
December 31, 2021
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Investment securities available for sale:
U.S. Government Agency
$
-
$
$
-
$
$
-
$
$
-
$
U.S. Treasury
-
-
-
-
-
-
Collateralized mortgage obligations
-
-
-
-
Mortgage-backed securities - residential
-
-
-
-
Mortgage-backed securities - commercial
-
-
-
-
Municipal Securities
-
-
-
-
Bank subordinated debt securities
-
-
-
-
Corporate bonds
-
-
-
-
Total
-
-
-
-
Derivative assets
-
-
-
-
Total assets at fair value
$
-
$
$
-
$
$
-
$
$
-
$
Derivative liabilities
$
-
$
$
-
$
$
-
$
$
-
$
Total liabilities at fair value
$
-
$
$
-
$
$
-
$
$
-
$
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
26 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Items Measured at Fair Value on a Non-recurring Basis
Impaired Loans:
At March 31, 2022 and December 31, 2021, in accordance with provisions of the loan impairment
guidance, individual loans with a carrying amount of approximately $
down to their fair value of approximately $
$
and December 31, 2021, respectively. Loans applicable to write-downs, or impaired loans, are estimated using the present
value of expected cash flows or the appraised value of the underlying collateral discounted as necessary due to
management's estimates of changes in economic conditions are considered a Level 3 valuation.
Other Real Estate:
estimate of the costs to sell or the carrying cost of the other real estate owned. Appraisals generally use the market approach
valuation technique and use market observable data to formulate an opinion of the fair value of the properties. However,
the appraiser uses professional judgment in determining the fair value of the property and the Company may also adjust
the value for changes in market conditions subsequent to the valuation date when current appraisals are not available. As
a consequence of the carrying cost or the third-party appraisal and adjustments therein, the fair values of the properties are
considered a Level 3 valuation.
The following table represents the Company’s assets measured at fair value on a non-recurring basis at March 31, 2022
and December 31, 2021 for each of the fair value hierarchy levels (in thousands):
Level 1
Level 2
Level 3
Total
March 31, 2022:
Impaired loans
$
-
$
-
$
$
December 31, 2021:
Impaired loans
$
-
$
-
$
$
The following table presents quantified information about Level 3 fair value measurements for assets measured at fair
value on a non-recurring basis at March 31, 2022 and December 31, 2021 (in thousands):
Fair Value
Valuation Technique(s)
Unobservable Input(s)
March 31, 2022:
Residential real estate
$
Sales comparison approach
Adj. for differences between comparable sales
Commercial real estate
413
Sales comparison approach
Adj. for differences between comparable sales
Commercial and industrial
Discounted cash flow
Adj. for differences in net operating income expectations
Other
Discounted cash flow
Adj. for differences in net operating income expectations
Total impaired loans
$
December 31, 2021:
Residential real estate
$
Sales comparison approach
Adj. for differences between comparable sales
Commercial and industrial
Discounted cash flow
Adj. for differences in net operating income expectations
Other
Discounted cash flow
Adj. for differences in net operating income expectations
Total impaired loans
$
There were
2021.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
27 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Items Not Measured at Fair Value
The following table presents the carrying amounts and estimated fair values of financial instruments not carried at fair
value as of March 31, 2022 and December 31, 2021 (in thousands):
Fair Value Hierarchy
Carrying
Amount
Level 1
Level 2
Level 3
Fair Value
Amount
March 31, 2022:
Financial Assets:
Cash and due from banks
$
$
$
-
$
-
$
Interest-bearing deposits in banks
$
$
$
-
$
-
$
Investment securities held to maturity
$
$
-
$
$
-
$
Loans held for investment, net
$
$
-
$
-
$
$
Accrued interest receivable
$
$
-
$
$
$
Financial Liabilities:
Demand deposits
$
$
$
-
$
-
$
Money market and savings accounts
$
$
$
-
$
-
$
Interest-bearing checking accounts
$
$
$
-
$
-
$
Time deposits
$
$
-
$
-
$
$
FHLB advances
$
$
-
$
$
-
$
Accrued interest payable
$
$
-
$
$
$
December 31, 2021:
Financial Assets:
Cash and due from banks
$
$
$
-
$
-
$
Interest-bearing deposits in banks
$
$
$
-
$
-
$
Investment securities held to maturity
$
$
-
$
$
-
$
Loans held for investment, net
$
$
-
$
-
$
$
Accrued interest receivable
$
$
-
$
$
$
Financial Liabilities:
Demand deposits
$
$
$
-
$
-
$
Money market and savings accounts
$
$
$
-
$
-
$
Interest-bearing checking accounts
$
$
$
-
$
-
$
Time deposits
$
$
-
$
-
$
$
FHLB advances
$
$
-
$
$
-
$
Accrued interest payable
$
$
-
$
$
$
9. STOCKHOLDERS’ EQUITY
Common Stock
The rights of the holders of Class A common stock and Class B common stock are the same, except for voting and
conversion rights. Holders of Class A common stock are entitled to voting rights, while holders of Class B common stock
have no voting rights. Shares of Class B common stock are convertible into shares of Class A common stock if sold or
transferred.
In June 2021, the Bank effected a
1 for 5
shares of the Bank’s Class A common stock was combined into
shares resulting from this reverse stock split were rounded up to one whole share. The Bank has adjusted the Class A
common stock, earnings per share and stock options for this
1 for 5
common stock was not adjusted but if sold or exchanged would be converted at the
1 for 5
Class A common stock for 5 shares of Class B common stock. Any dividends declared by the Board of Directors (the
“Board”) to include Class B common stock will also be paid as if converted. The
1 for 5
adjustments to Consolidated Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of
Changes in Stockholders’ Equity.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
28 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
In July 2021, the Bank completed the IPO of its Class A common stock, in which it issued and sold
of Class A common stock at a price of $
deducting underwriting discounts and expenses.
In December 2021, the Bank entered into agreements with the Class B shareholders to exchange all outstanding Class
B common stock for Class A common stock at a ratio of 5 to 1. As a result, a total of
stock were exchanged for
In December 2021, USCB Financial Holdings, Inc. (the “Company”) acquired all the issued and outstanding shares of
the Class A voting common stock of U.S. Century Bank (the “Bank”), which are the only issued and outstanding shares of
the Bank’s capital stock, in a share exchange (the “Reorganization”) effected under the Florida Business Corporation Act.
Each of the outstanding shares of the Bank’s common stock, par value $
was converted into and exchanged for one newly issued share of the Company’s common stock, par value $
and the Bank became the Company’s wholly owned subsidiary.
In the Reorganization, each shareholder of the Bank received securities of the same class, having substantially the
same designations, rights, powers, preferences, qualifications, limitations and restrictions, as those that the shareholder
held in the Bank, and the Company’s current shareholders own the same percentages of its common stock as they
previously owned of the Bank’s common stock.
Preferred Stock
In April 2021, the Board authorized and approved the offer to repurchase all outstanding shares of Class E preferred
stock at the liquidation value of $
shareholders approved the repurchase which the Bank completed in April 2021.
The Bank offered the Class C and Class D preferred stockholders the ability to exchange their shares for Class A
common stock. The offer to exchange was voluntary and the preferred stockholders were given the option to convert
%
of their preferred shares for Class A common stock with the remaining
% to be redeemed in the form of cash. The
exchange ratio for the shares of Class A common stock issued in the exchange transaction was based upon the IPO price
for shares of Class A common stock.
During the year ended December 31, 2021,
D preferred stock converted into an aggregate of
C and Class D preferred shares had a total liquidation value of $
C preferred stock and Class D preferred stock totaling 1,234,354 shares were subsequently redeemed at liquidation value
for $11.4 million.
The fair value of consideration on the exchange and redemption of the Class C and Class D preferred shares exceeded
the book value causing a one-time reduction in net income available to common stockholders of $
March 31, 2022 and December 31, 2021, there were
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
29 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Dividends
The following dividend amounts were paid on the preferred shares for the three months ended March 31, 2022 and
2021 (in thousands):
Three Months Ended March 31,
2022
2021
Preferred stock - Class C: Non-voting, Non-cumulative, Perpetual: $
per share liquidation preference; annual dividend rate of
% of liquidation preference paid
quarterly. Quarterly dividend of $
$
-
$
Preferred stock - Class D: Non-voting, Non-cumulative, Perpetual: $
per share liquidation preference; annual dividend rate of
% of par value paid quarterly.
Quarterly dividend of $
-
Preferred stock - Class E: Non-voting, partially cumulative, Perpetual: $
$
% of liquidation
preferences paid quarterly. Quarterly dividend of $
-
Total dividends paid
$
-
$
Declaration of dividends by the Board is required before dividend payments are made.
the Board for the common stock classes for the three months ended March 31, 2022 and 2021. Additionally, there were
dividends declared and unpaid as of March 31, 2022 and 2021.
10. EARNINGS PER SHARE
Earnings per share (“EPS”) for common stock is calculated using the two-class method required for participating
securities. Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average
number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is
computed by dividing net income (loss) available to common stockho lders by the weighted-average number of common
shares outstanding for the period and the weighted-average number of dilutive common stock equivalents outstanding for
the period determined using the treasury-stock method. For purposes of this calculation, common stock equivalents include
common stock options and are only included in the calculation of diluted EPS when their effect is dilutive.
To calculate EPS for the three months ended March 31, 2022 , net income available to common stockholders was not
allocated between Class A and Class B common stock since there was no issued and outstanding Class B common stock
as of March 31, 2022.
To calculate EPS for the three months ended March 31, 2021, net income available to common stockholders was
allocated as if all the income for the period were distributed to common stockholders. The allocation was based on the
outstanding shares per common share class to the total common shares outstanding during each period giving effect for
the 1 for 5 reverse stock split. The Company’s Articles of Incorporation require that the distribution of net income to Common
B stockholders be adjusted to give effect for Class A stock splits. Therefore, the income allocated to Class B common
shares was calculated based on their
% per share equivalent to Class A common shares.
The following table reflects the calculation of net income available to common stockholders for three months ended
March 31, 2022 and 2021 (in thousands):
Three Months Ended March 31,
2022
2021
Net Income
$
$
Less: Preferred stock dividends
-
Net income available to common stockholders
$
$
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
30 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
The following table reflects the calculation of basic and diluted earnings per common share class for the three months
ended March 31, 2022 and 2021 (in thousands, except per share amounts):
Three Months Ended March 31,
2022
2021
Class A
Class B
Class A
Class B
(1)
Basic EPS
Numerator:
Net income available to common shares before allocation
$
$
-
$
$
Multiply: % allocated on weighted avg. shares outstanding
- %
Net income available to common shares after allocation
$
$
-
$
$
Denominator:
Weighted average shares outstanding
-
Earnings per share, basic
$
$
-
$
$
Diluted EPS
Numerator:
Net income available to common shares before allocation
$
$
-
$
$
Multiply: % allocated on weighted avg. shares outstanding
- %
Net income available to common shares after allocation
$
$
-
$
$
Denominator:
Weighted average shares outstanding for basic EPS
-
Add: Dilutive effects of assumed exercises of stock options
-
-
Weighted avg. shares including dilutive potential common shares
-
Earnings per share, diluted
$
$
-
$
$
Anti-dilutive stock options excluded from diluted EPS
-
-
-
(1) Net income available to common shares between Class A and Class B common stock was allocated based on the weighted average number of
shares outstanding. The allocation also assumes that Class B shares are converted to Class A which is equivalent to
See Note 9 “Stockholders’ Equity” for further discussion on the stock split.
11. REGULATORY MATTERS
The Bank is subject to the rules of the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform
and Consumer Protection Act. The rules include the implementation of a
% capital conservation buffer that is added to
the minimum requirements for capital adequacy purposes. Failure to maintain the required capital conservation buffer will
limit the ability of the Bank to pay dividends, repurchase shares or pay discretionary bonuses. At March 31, 2022 and
December 31, 2021, the capital ratios for the Bank were sufficient to meet the conservation buffer.
At March 31, 2022, the most recent notification from the regulatory authorities categorized the Bank as well capitalized
under the regulatory framework for prompt corrective action.
USCB FINANCIAL HOLDINGS, INC.
Notes to the Consolidated Financial Statements - Unaudited
31 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Actual and required capital amounts and ratios are presented below for both the Company and the Bank at March 31,
2022 and December 31, 2021 (in thousands, except ratios). The required amounts for capital adequacy shown do not
include the capital conservation buffer previously discussed.
Actual
Minimum Capital
Requirements
To be Well Capitalized
Under Prompt Corrective
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
March 31, 2022:
Total risk-based capital:
USCB Financial Holdings, Inc.
$
%
$
%
$
%
U.S. Century Bank
$
%
$
%
$
%
Tier 1 risk-based capital:
USCB Financial Holdings, Inc.
$
%
$
%
$
%
U.S. Century Bank
$
%
$
%
$
%
Common equity tier 1 capital:
USCB Financial Holdings, Inc.
$
%
$
%
$
%
U.S. Century Bank
$
%
$
%
$
%
Leverage ratio:
USCB Financial Holdings, Inc.
$
%
$
%
$
%
U.S. Century Bank
$
%
$
%
$
%
December 31, 2021:
(1)
Total risk-based capital
$
%
$
%
$
%
Tier 1 risk-based capital
$
%
$
%
$
%
Common equity tier 1 capital
$
%
$
%
$
%
Leverage ratio
$
%
$
%
$
%
(1) As of December 31, 2021, the regulatory capital ratios for both USCB Financial Holdings, Inc. and U.S. Century Bank were the same since there
was no activity between both of these entities.
Effective December 2021, the Company acquired the Bank in a merger and reorganization through the formation of a
bank holding company. Pursuant to this transaction, each of the outstanding shares of the Bank’s $
stock held by its shareholders was converted into and exchanged for one newly issued share of the Company’s $
value common stock, and the Bank became the wholly owned subsidiary of the Company. See Note 9 “Stockholders’ Equity”
for further details.
12. LOSS CONTINGENCIES
Loss contingencies, including claims and legal actions may arise in the ordinary course of business. In the opinion of
management, none of these actions, either individually or in the aggregate, is expected to have a material adverse effect
on the Company’s Consolidated Financial Statements.
32 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis are designed to provide a better understanding of the consolidated financial
condition and results of operations of the Company and the Bank, its wholly owned subsidiary, for the quarter ended
March 31, 2022. This discussion and analysis are best read in conjunction with the consolidated financial statements and
related footnotes included in this Form 10-Q and the 2021 Form 10-K filed with the SEC for the year ended December 31,
2021.
This discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause
actual results to differ materially from management's expectations. Factors that could cause such differences are discussed
in the sections entitled "Forward-Looking Statements" and Item 1A “Risk Factors" below and of the 2021 Form 10-K filed
with the SEC which is available at the SEC’s website www.sec.gov.
Throughout this document, references to “we,” “us,” “our,” and “the Company” generally refer to USCB Financial
Holdings, Inc.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements that are not historical in nature are intended to be, and are
hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 21E of the Securities
Exchange Act of 1934, as amended. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,”
“expect,” “aim,” “plan,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are
intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements
related to our projected growth, anticipated future financial performance, and management’s long-term performance goals,
as well as statements relating to the anticipated effects on results of operations and financial condition from expected
developments or events, or business and growth strategies, including anticipated internal growth.
These forward-looking statements involve significant risks and uncertainties that could cause our actual results to differ
materially from those anticipated in such statements. Potential risks and uncertainties include, but are not limited to:
• the strength of the United States economy in general and the strength of the local economies in which we conduct
operations;
• the COVID-19 pandemic and its impact on us, our employees, customers and third-party service providers, and the
ultimate extent of the impacts of the pandemic and related government stimulus programs;
• our ability to successfully manage interest rate risk, credit risk, liquidity risk, and other risks inherent to our industry;
• the accuracy of our financial statement estimates and assumptions, including the estimates used for our credit loss
reserve and deferred tax asset valuation allowance;
• the efficiency and effectiveness of our internal control environment;
• our ability to comply with the extensive laws and regulations to which we are subject, including the laws for each
jurisdiction where we operate;
• legislative or regulatory changes and changes in accounting principles, policies, practices or guidelines, including
the effects of the forthcoming implementation of the Current Expected Credit Losses (“CECL”) standard;
• the effects of our lack of a diversified loan portfolio and concentration in the South Florida market, including the
risks of geographic, depositor, and industry concentrations, including our concentration in loans secured by real
estate;
• the concentration of ownership of our Class A common stock;
• fluctuations in the price of our Class A common stock;
• our ability to fund or access the capital markets at attractive rates and terms and manage our growth, both organic
growth as well as growth through other means, such as future acquisitions;
• inflation, interest rate, unemployment rate, market, and monetary fluctuations;
• increased competition and its effect on pricing of our products and services as well as our margins;
• the effectiveness of our risk management strategies, including operational risks, including, but not limited to, client,
employee, or third-party fraud and security breaches; and
• other risks described in this Form 10-Q and other filings we make with the Securities and Exchange Commission
(“SEC”).
All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that
actual results will not differ materially from expectations. Therefore, you are cautioned not to place undue reliance on any
forward-looking statements. Further, forward-looking statements included in this Form 10-Q are made only as of the date
hereof, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances
after the date on which the statement is made or to reflect the occurrence of unanticipated events, unless required to do so
33 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
under the federal securities laws. You should also review the risk factors described in the reports the Company filed or will
file with the SEC and, for periods prior to the completion of the bank holding company reorganization in December 2021,
the Bank filed with the FDIC.
Non-GAAP Financial Measures
This Quarterly Report on Form 10-Q includes financial information determined by methods other than in accordance
with generally accepted accounting principles (“GAAP”). This financial information includes certain operating performance
measures. Management has included these non-GAAP measures because it believes these measures may provide useful
supplemental information for evaluating the Company’s underlying performance trends. Further, management uses these
measures in managing and evaluating the Company’s business and intends to refer to them in discussions about our
operations and performance. Operating performance measures should be viewed in addition to, and not as an alternative
to or substitute for, measures determined in accordance with GAAP, and are not necessarily comparable to non-GAAP
measures that may be presented by other companies. To the extent applicable, reconciliations of these non-GAAP
measures to the most directly comparable GAAP measures can be found in the ‘Non-GAAP Reconciliation Tables’ included
in this Form 10-Q.
Overview
USCB Financial Holdings, Inc. (the “Company”), the holding company for U.S. Century Bank, reported net income of
$4.9 million or $0.24 per diluted share for the three months ended March 31, 2022, compared with net income of $4.8
million or $0.78 and $0.16 per diluted share for Class A and Class B common stock, respectively, for the same period in
2021. In December 2021, the Company agreed to exchange all the outstanding shares of Class B common stock for Class
A common stock at a ratio of 5 to 1. As of March 31, 2022 and December 31, 2021, the Company’s only class of securities
issued and outstanding was Class A common stock.
During the quarter ended March 31, 2022, the Board of Directors (the “Board”) approved a share repurchase program
of up to 750,000 shares of Class A common stock. Under the repurchase program, the Company may purchase shares of
Class A common stock on a discretionary basis from time to time. As of March 31, 2022, the Company had not repurchased
any shares.
In evaluating our financial performance, we consider the level of and trends in net interest income, the net interest
margin, the cost of deposits, levels and composition of non-interest income and non-interest expense, performance ratios,
asset quality ratios, regulatory capital ratios, and any significant event or transaction.
Unless otherwise stated, all comparisons in the bullet points below are calculated for the quarter ended March 31, 2022
versus the quarter ended March 31, 2021 and annualized where appropriate:
• Net interest income increased $1.9 million or 15.3% to $14.4 million from $12.5 million at March 31, 2021.
• Net interest margin (“NIM”) decreased to 3.22% from 3.35% for the first quarter of 2021.
• Total assets grew to $2.0 billion, an increase of $333.9 million or 20.4%, compared to March 31, 2021.
• Total loans grew to $1.3 billion, an increase of $154.4 million or 14.0%, compared to March 31, 2021.
• Total deposits increased $309.1 million or 22.0% to $1.7 billion from $1.4 billion at March 31, 2021.
• Annualized return on average assets was 1.03% compared to 1.23% at March 31, 2021.
• Annualized return on average stockholders’ equity was 9.75% compared to 11.30% at March 31, 2021.
• The allowance for credit losses to total loans ratio decreased to 1.20% from 1.36% at March 31, 2021.
• Non-performing loans to total loans was 0.00% compared to 0.06% at March 31, 2021.
• The Company and the Bank exceeded all regulatory capital requirements and remained significantly above “well-
capitalized” guidelines. At March 31, 2022, total risk-based capital ratio for the Company and the Bank were 14.49%
and 14.41%, respectively.
34 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
• Tangible book value per common share was $9.60 as of March 31, 2022, compared to $27.05 at March 31, 2021.
The decline was primarily driven by an increase in issued and outstanding Class A common shares as result of the
exchange and redemption of preferred shares combined with the completion of the IPO in 2021. See “Tangible book
value per common share” for a reconciliation of this non -GAAP financial measure.
Critical Accounting Policies and Estimates
The consolidated financial statements are prepared based on the application of U.S. GAAP, the most significant of
which are described in Note 1 “Summary of Significant Accounting Policies” of the Company’s 2021 Annual Report on Form
10-K. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions, and
judgments based on available information. These estimates, assumptions, and judgments affect the amounts reported in
the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information
available as of the date of the financial statements and, as this information changes, actual results could differ from the
estimates, assumptions and judgments reflected in the financial statements. In particular, management has identified
accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in
understanding our financial statements. Management has presented the application of these policies to the audit and risk
committee of our Board.
Allowance for Credit Losses
The allowance for credit losses (“ACL”) is a valuation allowance that is established through charges to earnings in the
form of a provision for credit losses. The amount of the ACL is affected by the following: (i) charge-offs of loans that decrease
the allowance; (ii) subsequent recoveries on loans previously charged off that increase the allowance; and (iii) provisions
for credit losses charged to income that increase the allowance. Management considers the policies related to the ACL as
the most critical to the financial statement presentation. The total ACL includes activity related to allowances calculated in
accordance with Accounting Standards Codification (“ASC”) 310, Receivables, and ASC 450, Contingencies.
Throughout the year, management estimates the probable incurred losses in the loan portfolio to determine if the ACL
is adequate to absorb such losses. The ACL consists of specific and general components. The specific component relates
to loans that are individually classified as impaired. We follow a loan review program to evaluate the credit risk in the loan
portfolio. Loans that have been identified as impaired are reviewed on a quarterly basis in order to determine whether a
specific reserve is required. The general component covers non-impaired loans and is based on industry and our specific
historical loan loss experience, volume, growth and composition of the loan portfolio, the evaluation of our loan portfolio
through our internal loan review process, general current economic conditions both internal and external to us that may
affect the borrower’s ability to pay, value of collateral and other qualitative relevant risk factors. Based on a review of these
estimates, we adjust the ACL to a level determined by management to be adequate. Estimates of credit losses are inherently
subjective as they involve an exercise of judgment.
The CARES Act, as amended by the Consolidated Appropriations Act, 2021, specified that COVID-19 related loan
modifications executed between March 1, 2020 and the earlier of (i) 60 days after the date of termination of the national
emergency declared by President Trump and (ii) January 1, 2022, on loans that were current as of December 31, 2019, are
not TDRs. Additionally, under guidance from the federal banking agencies, other short-term modifications made on a good
faith basis in response to COVID-19 to borrowers that were current prior to any relief are not TDRs under ASC Subtopic
310-40, “Troubled Debt Restructurings by Creditors.” These modifications include short-term (i.e., up to six months)
modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are
insignificant. The Company’s charge-off policy is to continuously review all impaired loans to monitor the Company’s ability
to collect them in full at the applicable maturity date and/or in accordance with terms of any restructurings. For loans which
are collateral dependent, or deemed to be uncollectible, any shortfall in the fair value of the collateral relative to the recorded
investment in the loan is charged off. The amount charged -off conforms to the amount necessary to comply with GAAP.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss
and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date.
Management is required to assess whether a valuation allowance should be established on the net deferred tax assets
based on the consideration of all available evidence using a more likely than not standard. In its evaluation, management
35 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
considers taxable loss carry-back availability, expectation of sufficient taxable income, trends in earnings, the future reversal
of temporary differences, and available tax planning strategies.
The Company recognizes positions taken or expected to be taken in a tax return in accordance with existing accounting
guidance on income taxes which prescribes a recognition threshold and measurement process. Interest and penalties on
tax liabilities, if any, would be recorded in interest expense and other operating non-interest expense, respectively.
Segment Reporting
Management monitors the revenue streams for all its various products and services. The identifiable segments are not
material and operations are managed and financial performance is evaluated on an overall Company-wide basis.
Accordingly, all the financial service operations are considered by management to be aggregated in one reportable operating
segment.
Results of Operations
General
The following tables present selected balance sheet, income statement, and profitability ratios for the dates indicated
(in thousands, except ratios):
March 31, 2022
December 31, 2021
Consolidated Balance Sheets:
Total assets
$
1,967,252
$
1,853,939
Total loans
(1)
$
1,258,388
$
1,190,081
Total deposits
$
1,713,294
$
1,590,379
Total stockholders' equity
$
192,039
$
203,897
(1) Loan amounts include deferred fees/costs.
Three Months Ended March 31,
2022
2021
Consolidated Statements of Operations:
Net interest income before provision for credit losses
$
14,379
$
12,475
Total non-interest income
$
1,945
$
2,321
Total non-interest expense
$
9,612
$
8,677
Net income
$
4,854
$
4,781
Net income available to common stockholders
$
4,854
$
4,000
Profitability:
Efficiency ratio
58.88%
58.64%
Net interest margin
3.22%
3.35%
The Company’s results of operations depend substantially on net interest income and non-interest income. Other factors
contributing to the results of operations include our provision for credit losses, non-interest expenses, and provision for
income taxes.
Net income slightly increased to $4.9 million for the three months ended March 31, 2022 from $4.8 million for the same
period in 2021. Net income available to common stockholders increased $854 thousand for the three months ended
March 31, 2022 compared to the same period in 2021 primarily because there were no dividend payments made to preferred
shareholders.
Net Interest Income
Net interest income is the difference between interest earned on interest-earning assets and interest incurred on
interest-bearing liabilities and is the primary driver of core earnings. Interest income is generated from interest and dividends
on interest-earning assets, including loans, investment securities and other short-term investments. Interest expense is
incurred from interest paid on interest-bearing liabilities, including interest-bearing deposits, FHLB advances and other
borrowings.
36 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
To evaluate net interest income, we measure and monitor (i) yields on loans and other interest-earning assets, (ii) the
costs of deposits and other funding sources, (iii) net interest spread, and (iv) net interest margin. Net interest spread is equal
to the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest
margin is equal to the annualized net interest income divided by average interest -earning assets. Because non-interest-
bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity, also fund interest-earning assets,
net interest margin includes the benefit of these non-interest-bearing sources.
Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing
liabilities, as well as the volume and types of interest-earning assets and interest-bearing and non-interest-bearing liabilities,
are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Our
asset liability committee (“ALCO”) has in place asset-liability management techniques to manage major factors that affect
net interest income and net interest margin.
The following table contains information related to average balance sheet, average yields on assets, and average costs
of liabilities for the periods indicated (in thousands):
Three Months Ended March 31,
2022
2021
Average
Balance
Interest
Yield/Rate
(1)
Average
Balance
Interest
Yield/Rate
(1)
Assets
Interest-earning assets:
Loans
(2)
$
1,211,432
$
12,982
4.35
%
$
1,071,782
$
11,868
4.43
%
Investment securities
(3)
510,257
2,329
1.85
%
337,434
1,844
2.19
%
Other interest-earnings assets
90,137
31
0.14
%
78,568
16
0.08
%
Total interest-earning assets
1,811,826
15,342
3.43
%
1,487,784
13,728
3.69
%
Non-interest earning assets
101,658
86,097
Total assets
$
1,913,484
$
1,573,881
Liabilities and stockholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits
$
64,436
16
0.10
%
$
44,549
14
0.13
%
Saving and money market deposits
736,134
551
0.30
%
568,595
548
0.39
%
Time deposits
223,274
259
0.47
%
248,156
554
0.91
%
Total interest-bearing deposits
1,023,844
826
0.33
%
861,300
1,116
0.53
%
Borrowings and repurchase agreements
36,011
137
1.54
%
36,000
137
1.52
%
Total interest-bearing liabilities
1,059,855
963
0.37
%
897,300
1,253
0.57
%
Non-interest bearing demand deposits
626,400
482,376
Other non-interest-bearing liabilities
25,369
22,629
Total liabilities
1,711,624
1,402,305
Stockholders' equity
201,860
171,576
Total liabilities and stockholders' equity
$
1,913,484
$
1,573,881
Net interest income
$
14,379
$
12,475
Net interest spread
(4)
3.06
%
3.12
%
Net interest margin
(5)
3.22
%
3.35
%
(1) Annualized.
(2) Average loan balances include non-accrual loans. Interest income on loans includes accretion of deferred loan fees, net of deferred loan costs.
(3) At fair value except for securities held to maturity. Includes FHLB stock.
(4) Net interest spread is the average yield on total interest-earning assets minus the average rate on total interest-bearing liabilities.
(5) Net interest margin is the ratio of net interest income to total interest-earning assets.
Net interest income before the provision for credit losses was $14.4 million for the three months ended March 31, 2022,
an increase of $1.9 million or 15.3%, from $12.5 million for the same period in 2021. This increase was primarily attributable
to higher income from investment securities and loan fees as well as lower costs for interest-bearing liabilities because of a
lower interest rate environment.
Included with loan interest income are PPP fees totaling $917 thousand and $1.2 million for the three months ended
March 31, 2022 and 2021, respectively. PPP loan fees are recognized upon forgiveness by the SBA.
37 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Net interest margin decreased to 3.22% at March 31, 2022 from 3.35% in the same period in 2021. The overall and
individual yields for interest-bearing assets and interest-bearing liabilities both decreased.
Provision for Credit Losses
The ACL represents probable incurred losses in our portfolio. We maintain an adequate ACL that can mitigate probable
losses inherent in the loan portfolio. The ACL is increased by the provision for credit losses and is decreased by charge-
offs, net of recoveries on prior loan charge-offs. There are multiple credit quality metrics that we use to base our
determination of the amount of the ACL and corresponding provision for credit losses. These credit metrics evaluate the
credit quality and level of credit risk inherent in our loan portfolio, assess non-performing loans and charge-offs levels,
considers statistical trends and economic conditions and other applicable factors.
There was no provision for credit loss for the three months ended March 31, 2022 compared to a net reduction of
$160 thousand for the same period in 2021. The primary driver of the decrease was the improvement of the credit risk
associated with the COVID-19 pandemic. The ACL as a percentage of total loans decreased to 1.20% at March 31, 2022
compared to 1.36% at March 31, 2021.
See “Allowance for Credit Losses” below for further discussion on how the ACL is calculated.
Non-Interest Income
Our services and products generate service charges and fees, mainly from our depository accounts. We also generate
income from gain on sale of loans though our swap and SBA programs. In addition, we own and are beneficiaries of the life
insurance policy on some of our employees and generate income on the increase in the cash surrender value of these
policies.
The following table presents the components of non-interest income for the dates indicated (in thousands):
Three Months Ended March 31,
2022
2021
Service fees
$
900
$
889
Gain on sale of securities available for sale, net
21
62
Gain on sale of loans held for sale, net
334
964
Loan settlement
161
-
Other non-interest income
529
406
Total non-interest income
$
1,945
$
2,321
Non-interest income for the three months ended March 31, 2022 decreased $376 thousand or 16.2%, compared to the
same period in 2021. This decrease was primarily driven by fewer loan sales resulting in reduced gains.
Non-Interest Expense
The following table presents the components of non-interest expense for the dates indicated (in thousands):
Three Months Ended March 31,
2022
2021
Salaries and employee benefits
$
5,875
$
5,278
Occupancy
1,270
1,387
Regulatory assessment and fees
213
178
Consulting and legal fees
517
185
Network and information technology services
387
508
Other operating
1,350
1,141
Total non-interest expense
$
9,612
$
8,677
Non-interest expense for the three months ended March 31, 2022 increased $935 thousand or 10.8%, compared to the
same period in 2021. The increase was primarily driven by higher salaries and employee benefits due to new hires, salary
compensation, and seasonal payroll taxes.
38 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Provision for Income Tax
Fluctuations in the effective tax rate reflect the effect of the differences in the inclusion or deductibility of certain income
and expenses for income tax purposes. Therefore, future decisions on the investments we choose will affect our effective
tax rate. Surrender value of bank-owned life insurance policies covering key employees, purchasing municipal bonds, and
overall taxable income will be important elements in determining our effective tax rate.
Income tax expense for the three months ended March 31, 2022 increased to $1.9 million from $1.5 million for the
same period in 2021. The Company’s effective tax rate was 27.7% primarily because the Company recorded a one-time
adjustment of $300 thousand to deferred tax assets which increased the income tax provision.
For a further discussion on income taxes, see Note 4 “Income Taxes” to the Consolidated Financial Statements in this
Form 10-Q.
Analysis of Financial Condition
Total assets at March 31, 2022 were $2.0 billion, an increase of $333.9 million, or 20.4%, over total assets of $1.6 billion
at March 31, 2021. Total loans increased $150.8 million, or 13.6%, to $1.3 billion at March 31, 2022 compared to $1.1 billion
at March 31, 2021. Total deposits increased by $309.1 million, or 22.0%, to $1.7 billion at March 31, 2022 compared to
March 31, 2021.
Investment Securities
The investment portfolio is used and managed to provide liquidity through cash flows, marketability and, if necessary,
collateral for borrowings. The investment portfolio is also used as a tool to manage interest rate risk and the Company’s
capital market risk exposure. The philosophy of the portfolio is to maximize the Company’s profitability taking into
consideration the Company’s risk appetite and tolerance, manage the asset composition and diversification, and maintain
adequate risk-based capital ratios.
The investment portfolio is managed in accordance with the Asset and Liability Management (“ALM”) policy, which
includes an investment guideline, approved by the Board. Such policy is reviewed at least annually or more frequently if
deemed necessary, depending on market conditions and/or unexpected events. The investment portfolio composition is
subject to change depending on the funding and liquidity needs of the Company, and the interest risk management objective
directed by the ALCO. The portfolio of investments can be used to modify the duration of the balance sheet. The allocation
of cash into securities takes into consideration anticipated future cash flows (uses and sources) and all available sources
of credit.
Our investment portfolio consists primarily of securities issued by U.S. government-sponsored agencies, agency
mortgage-backed securities, collateralized mortgage obligation securities, municipal securities, and other debt securities,
all with varying contractual maturities and coupons. Due to the optionality embedded in these securities, the final maturities
do not necessarily represent the expected life of the portfolio. Some of these securities will be called or paid down depending
on capital market conditions and expectations. The investment portfolio is regularly reviewed by the Chief Financial Officer,
Treasurer, or ALCO of the Company to ensure an appropriate risk and return profile as well as for adherence to the
investment policy.
As of March 31, 2022, the investment portfolio consisted of available-for-sale (“AFS”) and held-to-maturity (“HTM”) debt
securities. During the year ended December 31, 2021, there were 28 investment securities that were transferred from AFS
to HTM with an amortized cost basis and fair value amount of $67.6 million and $68.7 million, respectively. On the date of
transfer, these securities had a total net unrealized gain of $1.1 million. The transfer of debt securities from the AFS to HTM
category was made at fair value at the date of transfer. The unrealized gain or loss at the date of transfer is retained in
accumulated other comprehensive income and in the carrying value of the HTM securities. Such amounts are amortized
over the remaining life of the security. There was no immediate impact to net income on the date of transfer.
The book value of the AFS securities is adjusted monthly for unrealized gain or loss as a valuation allowance, and any
gain or loss is reported on an after-tax basis as a component of other comprehensive income in stockholders’ equity.
Periodically, we may need to assess whether there have been any events or unexpected economic circumstances to
indicate that a security on which there is an unrealized loss is impaired on an other-than-temporary basis (“OTTI”). If the
impairment is deemed to be permanent, an analysis would be made considering many factors, including the severity and
duration of the impairment, the severity of the event, our intent and ability to hold the security for a period of time sufficient
for a recovery in value, recent events specific to the issuer or industry, any related credit events, and for debt securities,
external credit ratings and recent downgrades related to deterioration of credit quality. Securities on which there is an
39 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
unrealized loss that is deemed to be OTTI are written down to fair value, with the write-down recorded as a realized loss
under line item “Gain (loss) on sale of securities available-for-sale, net” of the Consolidated Statements of Operations. As
of March 31, 2022, there are no securities which management has classified as OTTI. For further discussion of our analysis
on impaired investment securities for OTTI, see Note 2 “Investment Securities” to the Consolidated Financial Statements in
this Form 10-Q.
AFS and HTM investment securities increased $173.2 million or 50.7% to $514.6 million at March 31, 2022 from
$341.3 million at March 31, 2021. Investment securities increased over the past year due to higher than expected cash
balances. Management reinvested excess cash balances into high credit quality investments to increase the Company’s
profitability and modify the Company’s balance sheet duration according to the ALM policy. As of March 31, 2022, corporate
bond securities with a market value of $19.6 million were pledged to secure public deposits. The investment portfolio does
not have any tax-exempt securities.
The following table presents the amortized cost and fair value of investment securities for the dates indicated (in
thousands):
March 31, 2022
December 31, 2021
Available-for-sale:
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
U.S. Government Agency
$
28,197
$
27,433
$
10,564
$
10,520
U.S. Treasury
2,463
2,463
-
-
Collateralized mortgage obligations
163,382
150,738
160,506
156,829
Mortgage-backed securities - residential
114,655
106,038
120,643
118,842
Mortgage-backed securities - commercial
46,280
44,237
49,905
50,117
Municipal securities
25,144
21,981
25,164
24,276
Bank subordinated debt securities
27,003
27,295
27,003
28,408
Corporate bonds
12,066
12,029
12,068
12,550
$
419,190
$
392,214
$
405,853
$
401,542
Held-to-maturity:
U.S. Government Agency
$
34,465
$
31,663
$
34,505
$
33,904
Collateralized mortgage obligations
42,567
39,032
44,820
43,799
Mortgage-backed securities - residential
28,981
26,654
26,920
26,352
Mortgage-backed securities - commercial
3,099
2,817
3,103
3,013
Corporate bonds
13,249
12,524
13,310
13,089
$
122,361
$
112,690
$
122,658
$
120,157
40 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
The following table shows the weighted average yields, categorized by contractual maturity, for investment securities
as of March 31, 2022 (in thousands, except ratios):
Within 1 year
After 1 year through 5
years
After 5 years through
10 years
After 10 years
Total
Amortized
Cost
Yield
Amortized
Cost
Yield
Amortized
Cost
Yield
Amortized
Cost
Yield
Amortized
Cost
Yield
Available-for-sale:
U.S. Government Agency
$
-
0.00%
$
4,800
2.76%
$
2,015
2.84%
$
21,382
1.37%
$
28,197
1.71%
U.S. Treasury
-
0.00%
2,463
2.32%
-
0.00%
-
0.00%
2,463
2.32%
Collateralized mortgage obligations
-
0.00%
-
0.00%
-
0.00%
163,382
1.38%
163,382
1.38%
MBS - residential
-
0.00%
-
0.00%
-
0.00%
114,655
1.45%
114,655
1.45%
MBS - commercial
-
0.00%
-
0.00%
-
0.00%
46,280
1.67%
46,280
1.67%
Municipal securities
-
0.00%
-
0.00%
1,000
2.05%
24,144
1.72%
25,144
1.73%
Bank subordinated debt securities
-
0.00%
-
0.00%
26,003
5.02%
1,000
6.13%
27,003
5.02%
Corporate bonds
1,995
3.38%
8,055
3.74%
2,016
2.79%
-
0.00%
12,066
3.52%
$
1,995
$
15,318
$
31,034
$
370,843
$
419,190
1.78%
Held-to-maturity:
U.S. Government Agency
$
-
0.00%
$
7,884
1.03%
$
18,533
1.30%
$
8,048
1.58%
$
34,465
1.32%
Collateralized mortgage obligations
-
0.00%
-
0.00%
-
0.00%
42,567
1.45%
42,567
1.45%
MBS - residential
-
0.00%
2,727
2.98%
9,244
1.60%
17,010
2.04%
28,981
1.98%
MBS - commercial
-
0.00%
-
0.00%
3,099
1.62%
-
0.00%
3,099
1.62%
Corporate bonds
2,007
3.06%
11,242
2.71%
-
0.00%
-
0.00%
13,249
2.76%
$
2,007
$
21,853
$
30,876
$
67,625
$
122,361
1.67%
Loans
Loans are the largest category of interest-earning assets on the Consolidated Balance Sheets, and usually provides
higher yields than the rest of the interest-earning assets. Higher yields typically carry inherent credit and liquidity risks in
comparison to lower yield assets. The Company manages and mitigates such risks in accordance with the credit and ALM
policies, risk tolerance and balance sheet composition.
The following table shows the loan portfolio composition as of the dates indicated (in thousands):
March 31, 2022
December 31, 2021
Total
Percent of
Total
Total
Percent of
Total
Residential Real Estate
$
204,317
16.2
%
$
201,359
16.9
%
Commercial Real Estate
782,072
62.1
%
704,988
59.2
%
Commercial and Industrial
134,832
10.7
%
146,592
12.3
%
Foreign Banks
63,985
5.1
%
59,491
5.0
%
Consumer and Other
73,765
5.9
%
79,229
6.6
%
Total gross loans
1,258,971
100.0
%
1,191,659
100.0
%
Less: Unearned income
583
1,578
Total loans net of unearned income
1,258,388
1,190,081
Less: Allowance for credit losses
15,074
15,057
Total net loans
$
1,243,314
$
1,175,024
Total gross loans increased by $67.3 million or 5.6% at March 31, 2022 compared to December 31, 2021. The
commercial real estate and to a lesser extent, foreign banks and residential real estate loan segments had the most
significant growth partially offset by declines in the commercial and industrial and consumer and other loan segments.
During the three months ended, the Company purchased $57.2 million and $12.9 million in commercial real estate and
residential loans, respectively. Commercial and industrial loans declined primarily because of continuing PPP loan
forgiveness.
Our loan portfolio continues to grow, with commercial real estate lending as the primary focus which represented
approximately 62.1% of the total gross loan portfolio as of March 31, 2022. We do not expect any significant changes over
the foreseeable future in the composition of our loan portfolio or in our emphasis on commercial real estate lending. Our
loan growth strategy since inception has been reflective of the market in which we operate and of our strategic plan as
approved by the Board.
41 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Most of the commercial real estate exposure represents loans to commercial businesses secured by owner-occupied
real estate. The growth experienced in recent years is primarily due to implementation of our relationship-based banking
model and the success of our relationship managers in competing for new business in a highly competitive metropolitan
area. Many of our larger loan clients have lengthy relationships with members of our senior management team or our
relationship managers that date back to former institutions.
From a liquidity perspective, our loan portfolio provides us with additional liquidity due to repayments or unexpected
prepayments. The following table shows maturities and sensitivity to interest rate changes for the loan portfolio at March 31,
2022 (in thousands):
Due in 1 year or
less
Due in 1 to 5
years
Due after 5 to 15
years
Due after 15
years
Total
Residential Real Estate
$
3,002
$
27,512
$
81,030
$
92,773
$
204,317
Commercial Real Estate
22,358
218,552
536,837
4,325
782,072
Commercial and Industrial
18,010
44,725
30,771
41,326
134,832
Foreign Banks
63,985
-
-
-
63,985
Consumer and Other
2,330
3,075
2,468
65,892
73,765
Total gross loans
$
109,685
$
293,864
$
651,106
$
204,316
$
1,258,971
Interest rate sensitivity:
Fixed interest rates
$
85,107
$
216,592
$
137,043
$
86,568
$
525,310
Floating or adjustable rates
24,578
77,272
514,063
117,748
733,661
Total gross loans
$
109,685
$
293,864
$
651,106
$
204,316
$
1,258,971
The information presented in the table above is based upon the contractual maturities of the individual loans, which
may be subject to renewal at their contractual maturity. Renewals will depend on approval by our credit department and
balance sheet composition at the time of the analysis, as well as any modification of terms at the loan’s maturity. Additionally,
maturity concentrations, loan duration, prepayment speeds and other interest rate sensitivity measures are discussed,
reviewed, and analyzed by the ALCO. Decisions on term rate modifications are discussed as well.
As of March 31, 2022, approximately 58.3% of the loans have adjustable/variable rates and 41.7% of the loans have
fixed rates. The adjustable/variable loans re-price to different benchmarks and tenors in different periods of time. By
contractual characteristics, there are no material concentrations on anniversary repricing. Additionally, it is important to note
that most of our loans have interest rate floors. This embedded option protects the Company from a decrease in interest
rates and positions us to gain in the scenario of higher interest rates.
Asset Quality
Our asset quality grading analysis estimates the capability of the borrower to repay the contractual obligation of the loan
agreement as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly
graded loans. Internal credit risk grades are reviewed at least once a year, and more frequently as needed. Internal credit
risk ratings may change based on management’s assessment of the results from the annual review, portfolio monitoring,
and other developments observed with borrowers.
42 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
The internal credit risk grades used by the Company to assess the credit worthiness of a loan are shown below:
Pass
– Loans indicate different levels of satisfactory financial condition and performance.
Special Mention
close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment
prospects for the loan or of the institution’s credit position at some future date.
Substandard
– Loans classified as substandard are inadequately protected by the current net worth and paying
capacity of the obligator or of the collateral pledged, if any. Loans so classified have a well-defined weakness or
weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the
institution will sustain some loss if the deficiencies are not corrected.
Doubtful
the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing
facts, conditions, and values, highly questionable and improbable.
Loss
– Loans classified as loss are considered uncollectible.
Loan credit exposures by internally assigned grades are as follows for the dates indicated (in thousands):
March 31, 2022
Pass
Special Mention
Substandard
Doubtful
Total
Residential Real Estate
$
201,137
$
-
$
3,180
$
-
$
204,317
Commercial Real Estate
780,448
1,210
414
-
782,072
Commercial and Industrial
134,324
-
508
-
134,832
Foreign Banks
63,985
-
-
-
63,985
Consumer and Other
73,548
-
217
-
73,765
$
1,253,442
$
1,210
$
4,319
$
-
$
1,258,971
December 31, 2021
Pass
Special Mention
Substandard
Doubtful
Total
Residential Real Estate
$
196,778
$
-
$
4,581
$
-
$
201,359
Commercial Real Estate
703,349
1,222
417
-
704,988
Commercial and Industrial
146,039
-
553
-
146,592
Foreign Banks
59,491
-
-
-
59,491
Consumer and Other
79,005
-
224
-
79,229
$
1,184,662
$
1,222
$
5,775
$
-
$
1,191,659
Non-Performing Assets
The following table presents non-performing assets as of the dates shown (in thousands, except ratios):
March 31, 2022
December 31, 2021
Non-accrual loans, less non-accrual TDR loans
$
-
$
1,190
Non-accrual TDRs
-
-
Loans past due over 90 days and still accruing
-
-
Total non-performing loans
-
1,190
Other real estate owned
-
-
Total non-performing assets
$
-
$
1,190
Asset quality ratios:
Allowance for credit losses to total loans
1.20%
1.27%
Allowance for credit losses to non-performing loans
0%
1,265%
Non-performing loans to total loans
0%
0.10%
Non-performing assets include all loans categorized as non-accrual or restructured, impaired securities, non-accrual
TDRs, other real estate owned (“OREO”) and other repossessed assets. Problem loans for which the collection or liquidation
in full is reasonably uncertain are placed on a non-accrual status. This determination is based on current existing facts
43 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
concerning collateral values and the paying capacity of the borrower. When the collection of the full contractual balance is
unlikely, the loan is placed on non-accrual to avoid overstating the Company’s income for a loan with increased credit risk.
If the principal or interest on a commercial loan becomes due and unpaid for 90 days or more, the loan is placed on
non-accrual status as of the date it becomes 90 days past due and remains in non -accrual status until it meets the criteria
for restoration to accrual status. Residential loans, on the other hand, are placed on non-accrual status when the principal
or interest becomes due and unpaid for 120 days or more and remains in non-accrual status until it meets the criteria for
restoration to accrual status. Restoring a loan to accrual status is possible when the borrower resumes payment of all
principal and interest payments for a period of six months and the Company has a documented expectation of repayment
of the remaining contractual principal and interest or the loan becomes secured and in the process of collection.
A TDR is a debtor that is experiencing financial difficulties and the Company grants a concession. This determination
is performed during the annual review process or whenever problems are surfacing regarding the client’s ability to repay in
accordance with the original terms of the loan or line of credit. In general, a borrower that can obtain funds from sources
other than the Company at market interest rates at or near those for non-troubled debt is not involved in a troubled debt
restructuring. The concessions are given to the debtor in various forms, including interest rate reductions, principal
forgiveness, extension of maturity date, waiver, or deferral of payments and other concessions intended to minimize
potential losses.
The following tables present performing and non-performing TDRs for the dates indicated (in thousands):
March 31, 2022
Accruing
Non-Accruing
Total
Residential Real Estate
$
7,357
$
-
$
7,357
Commercial Real Estate
603
-
603
Commercial and Industrial
132
-
132
Consumer and Other
217
-
217
$
8,309
$
-
$
8,309
December 31, 2021
Accruing
Non-Accruing
Total
Residential Real Estate
$
7,815
$
-
$
7,815
Commercial Real Estate
696
-
696
Commercial and Industrial
141
-
141
Consumer and Other
224
-
224
$
8,876
$
-
$
8,876
The Company allocated $335 thousand and $360 thousand of specific allowance for TDR loans at March 31, 2022 and
December 31, 2021, respectively. There was no commitment to lend additional funds to these TDR customers.
During the quarter ended March 31, 2022 and 2021, there were no defaults on TDR loans within the prior 12 months.
Additionally, the Company did not have any new TDR loans during the three months ended March 31, 2022 and 2021.
The Company provided financial relief to borrowers impacted by COVID-19 and provided modifications to include
interest only deferral or principal and interest deferral. These modifications are excluded from TDR, classification under
Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking regulators.
For further discussion on non-performing loans, see Note 3 “Loans” to the Consolidated Financial Statements on this
Form 10-Q.
Allowance for Credit Losses
In determining the balance of the allowance account, loans are pooled by product segments with similar risk
characteristics and management evaluates the ACL on each segment and on a regular basis to maintain the allowance at
an adequate level based on factors which, in management’s judgment, deserve current recognition in estimating credit
losses. Such factors include changes in prevailing economic conditions, historical loss experience, delinquency trends,
changes in the composition and size of the loan portfolio and the overall credit worthiness of the borrowers.
Additionally, qualitative adjustments are made to the ACL when, based on management’s judgment, there are factors
impacting the allowance estimate not considered by the quantitative calculations.
44 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
The following table presents ACL and net charge-offs to average loans by type for the periods indicated (in thousands):
Residential
Real Estate
Commercial
Real Estate
Commercial
and Industrial
Foreign
Banks
Consumer
and Other
Total
March 31, 2022:
Beginning balance
$
2,498
$
8,758
$
2,775
$
457
$
569
$
15,057
Provision for credit losses
(157)
425
(426)
34
124
-
Recoveries
32
-
6
-
-
38
Charge-offs
(16)
-
-
-
(5)
(21)
Ending Balance
$
2,357
$
9,183
$
2,355
$
491
$
688
$
15,074
Average loans
$
198,162
$
739,732
$
139,781
$
59,667
$
74,090
$
1,211,432
Net charge-offs to average loans
(0.03)%
- %
(0.02)%
- %
0.03%
(0.01)%
March 31, 2021:
Beginning balance
$
3,408
$
9,453
$
1,689
$
348
$
188
$
15,086
Provision for credit losses
(325)
(133)
229
59
10
(160)
Recoveries
4
-
87
-
1
92
Charge-offs
-
-
-
-
(9)
(9)
Ending Balance
$
3,087
$
9,320
$
2,005
$
407
$
190
$
15,009
Average loans
$
231,185
$
625,849
$
166,925
$
42,267
$
5,555
$
1,071,782
Net charge-offs to average loans
(0.01)%
- %
(0.21)%
- %
0.58%
(0.03)%
Bank-Owned Life Insurance
As of March 31, 2022, the combined cash surrender value of all bank-owned life insurance (“BOLI”) policies was 42.0.
Changes in cash surrender value are recorded to non-interest income in the Consolidated Statements of Operations. The
Company had BOLI policies with five insurance carriers. The Company is the beneficiary of these policies.
Deposits
Customer deposits are the primary funding source for the Bank’s growth. Through our network of banking centers, we
offer a competitive array of deposit accounts and treasury management services designed to meet our customers’ business
needs. Our primary deposit customers are small-to-medium sized businesses (“SMBs”), and the personal business of
owners and operators of these SMBs, as well as the retail/consumer relationships of the employees of these businesses.
The following table presents the daily average balance and average rate paid on deposits by category for the periods
presented (in thousands, except ratios):
Three Months Ended March 31,
2022
2021
Average Balance
Average Rate
Paid
Average Balance
Average Rate
Paid
Non-interest bearing demand deposits
$
626,400
0.00%
$
482,376
0.00%
Interest-bearing demand deposits
64,436
0.10%
44,549
0.13%
Saving and money market deposits
736,134
0.30%
568,595
0.39%
Time deposits
223,274
0.47%
248,156
0.91%
$
1,650,244
0.20%
$
1,343,676
0.34%
The uninsured deposits are estimated based on the FDIC deposit insurance limit of $250 thousand for all deposit
accounts at the Bank per account holder. Total estimated uninsured deposits were $1.0 billion and $897.8 million at
March 31, 2022 and December 31, 2021, respectively. Time deposits with balances of $250 thousand or more totaled
$147.6 million and $119.4 million at March 31, 2022 and December 31, 2021, respectively.
45 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
The following table shows scheduled maturities of uninsured time deposits as of March 31, 2022 (in thousands):
March 31, 2022
Three months or less
$
10,111
Over three through six months
25,531
Over six though twelve months
24,122
Over twelve months
43,342
$
103,106
Borrowings
As a member of the FHLB, we are eligible for advances with various terms and conditions. This accessibility of additional
funding allows us to efficiently and timely meet both expected and unexpected outgoing cash flows and collateral needs
without adversely affecting either daily operations or the financial condition of the Company.
As of March 31, 2022 and December 31, 2021, we had $36.0 million of fixed rate advances outstanding from the FHLB
with a weighted average rate of 1.52%. Most of the advances are due in the first two calendar quarters of 2025.
The following table presents the FHLB fixed rate advances as of March 31, 2022 (in thousands):
Interest Rate
Type of Rate
Maturity Date
Amount
0.81%
Fixed
August 17, 2023
$
5,000
1.04%
Fixed
July 30, 2024
5,000
2.05%
Fixed
March 27, 2025
10,000
1.91%
Fixed
March 28, 2025
5,000
1.81%
Fixed
April 17, 2025
5,000
1.07%
Fixed
July 18, 2025
6,000
$
36,000
We have also established Fed Funds lines of credit with our upstream correspondent banks to manage temporary
fluctuations in our daily cash balances. As of March 31, 2022, there were no outstanding balances with the Fed Funds line
of credit.
Off-Balance Sheet Arrangements
We engage in various financial transactions in our operations that, under GAAP, may not be included on the balance
sheet. To meet the financing needs of our customers we may include commitments to extend credit and standby letters of
credit. To a varying degree, such commitments involve elements of credit, market, and interest rate risk in excess of the
amount recognized in the balance sheet. We use more conservative credit and collateral policies in making these credit
commitments as we do for on-balance sheet items. We are not aware of any accounting loss to be incurred by funding these
commitments; however, we maintain an allowance for off-balance sheet credit risk which is recorded under other liabilities
on the Consolidated Balance Sheets.
Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts
shown do not necessarily reflect the actual future cash funding requirements . The following table presents lending related
commitments outstanding as of the dates indicated (in thousands ):
March 31, 2022
December 31, 2021
Commitments to grant loans and unfunded lines of credit
$
125,484
$
134,877
Standby and commercial letters of credit
5,552
6,420
$
131,036
$
141,297
Commitments to extend credit are agreements to lend funds to a client, as long as there is no violation of any condition
established in the contract, for a specific purpose. Commitments generally have variable interest rates, fixed expiration
dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to
expire without being fully drawn, the total commitment amounts disclosed above do not necessarily represent future cash
requirements.
Unfunded lines of credit represent unused portions of credit facilities to our current borrowers that represent no change
in credit risk in our portfolio. Lines of credit generally have variable interest rates. The maximum potential amount of future
46 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
payments we could be required to make is represented by the contractual amount of the commitment, less the amount of
any advances made.
Letters of credit are conditional commitments issued by us to guarantee the performance of a client to a third party. In
the event of nonperformance by the client in accordance with the terms of the agreement with the third party, we would be
required to fund the commitment. If the commitment is funded, we would be entitled to seek recovery from the client from
the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash
or marketable securities.
Asset and Liability Management Committee
Members of senior management and our Board make up the asset and liability management committee, or ALCO.
Senior management is responsible for ensuring that Board approved strategies, policies, and procedures for managing and
mitigating risks are appropriately executed within the designated lines of authority and responsibility in a timely manner.
ALCO oversees the establishment, approval, implementation, and review of interest rate risk, management, and
mitigation strategies, ALM related policies, ALCO procedures and risk tolerances and appetite.
While some degree of IRR (“Internal Rate of Return”) is inherent to the banking business, our ALCO has put in place
sound risk management practices to identify, quantify, monitor, and limit IRR exposures.
When assessing the scope of IRR exposure and impact on the co nsolidated balance sheet, cash flows and income
statement, management considers both earnings and economic impacts. Asset price variations, deposits volatility and
reduced earnings or outright losses could adversely affect the Company’s liquidity, performa nce, and capital adequacy.
Income simulations are used to assess the impact of changing rates on earnings under different rates scenarios and
time horizons. These simulations utilize both instantaneous and parallel changes in the level of interest rates, as well as
non-parallel changes such as changing slopes (flat and steeping) and twists of the yield curve, Static simulation models are
based on current exposures and assume a constant balance sheet with no new growth. Dynamic simulation analysis is also
utilized to have a more comprehensive assessment on IRR. This simulation relies on detailed assumptions outlined in our
budget and strategic plan, and in assumptions regarding changes in existing lines of business, new business, management
strategies and client expected behavior.
To have a more complete picture of IRR, the Company also evaluates the economic value of equity, or EVE. This
assessment allows us to measure the degree to which the economic values will change under different interest rate
scenarios (parallel and non-parallel). The economic value approach focuses on a longer-term time horizon and captures all
future cash flows expected from existing assets and liabilities. The economic value model utilizes a static approach in that
the analysis does not incorporate new business; rather, the analysis shows a snapshot in time of the risk inherent in the
balance sheet.
Market and Interest Rate Risk Management
faster than our liabilities, which results in a favorable impact to net interest income when market interest rates increase.
Many assumptions are used to calculate the impact of interest rate variations on our net interest income, such as asset
prepayment speeds, non-maturity deposit price sensitivity, pricing correlations, deposit truncations and decay rates, and
key rate drivers.
Because of the inherent use of these estimates and assumptions in the model, our actual results may, and most likely
will, differ from static measures results. In addition, static measures like EVEs do not include actions that management may
undertake to manage the risks in response to anticipated changes in interest rates or client deposit behavior. As part of our
ALM strategy and policy, management has the ability to modify the balance sheet to either increase asset duration and
decrease liability duration to reduce asset sensitivity, or to decrease asset duration and increase liability duration in order
to increase asset sensitivity.
According to our model, as of March 31, 2022, NIM should increase for static rate scenarios (-400 basis points or +400
basis points). For the static forecast in year one, the estimated NIM will increase from 3.17% base case scenario to 3.28%
under a +400 basis points scenario. Additionally, utilizing an economic value of equity, or EVE, approach, we analyze the
risk to capital from the effects of various interest rate scenarios through a long-term discounted cash flow model. This
measures the difference between the economic value of our assets and the economic value of our liabilities, which is a
proxy for our liquidation value. According to our balance sheet composition, and as expected, our model stipulates that an
47 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
increase of rates will have a negative impact on the EVE. Results and analysis are presented quarterly to the Board, and
strategies are defined.
We have also been reducing asset sensitivity by extending asset duration, which has lowered our NII volatility and
allowed us to keep the NII consistent with the ALCO objectives.
Liquidity
an adequate level of liquidity depends on the Company’s ability to efficiently meet both expected and unexpected cash flow
and collateral needs without adversely affecting either daily operations or the financial condition of the Company.
Liquidity risk is the risk that we will be unable to meet our short-term and long-term obligations as they become due
because of an inability to liquidate assets or obtain relatively adequate funding. The Company’s obligations, and the funding
sources used to meet them, depend significantly on our business mix, balance sheet structure and composition, credit
quality of our assets and the cash flow profiles of our on- and off-balance sheet obligations.
In managing inflows and outflows, management regularly monitors situations that can give rise to increased liquidity
risk. These include funding mismatches, market constraints on the ability to convert assets (particularly investments) into
cash or in accessing sources of funds (i.e., market liquidity), and contingent liquidity events.
Changes in macroeconomic conditions, as well as exposure to credit, market, operational, legal and reputational risks,
such as cybersecurity risk, could have an unexpected impact on the Company’s liquidity risk profile and are factored into
the assessment of liquidity and the ALM framework.
Management has established a comprehensive and holistic management process for identifying, measuring, monitoring
and mitigating liquidity risk. Due to its critical importance to the viability of the Company, liquidity risk management is
integrated into our risk management processes and ALM policy.
Critical elements of our liquidity risk management include: effective corporate governance consisting of oversight by the
Board and active involvement by senior management; appropriate strategies, policies, procedures, and limits used to identify
and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems (including assessments of the
current and prospective cash flows or sources and uses of funds) that are commensurate with the complexity and business
activities of the Company; active management of intraday liquidity and collateral; an appropriately diverse mix of existing
and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or
operational impediments, that can be used to meet liquidity needs in stressful situations; comprehensive contingency
funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal
controls and internal audit processes sufficient to determine the adequacy of the institution’s liquidity risk management
process.
We expect funds to be available from several basic banking activity sources, including the core deposit base, the
repayment and maturity of loans and investment security cash flows. Other potential funding sources include federal funds
purchased, brokered certificates of deposit, listing certificates of deposit, and borrowings from the FHLB. Accordingly, our
liquidity resources were adequate to fund loans and meet other cash needs as necessary. We do not expect liquidity
resources to be compromised at this time.
48 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Capital Adequacy
As of March 31, 2022, the Bank was well capitalized under the FDIC’s prompt corrective action framework. We also
follow the capital conservation buffer framework, and as of March 31, 2022, we exceeded the capital conversation buffer in
all capital ratios, according to our actual ratios. The following table presents the capital ratios for both the Company and the
Bank at the dates indicated (in thousands, except ratios):
Actual
Minimum Capital
Requirements
To be Well Capitalized
Under Prompt Corrective
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
March 31, 2022:
Total risk-based capital:
USCB Financial Holdings, Inc.
$
194,564
14.49
%
$
107,425
8.00
%
$
134,281
10.00
%
U.S. Century Bank
$
193,462
14.41
%
$
107,425
8.00
%
$
134,281
10.00
%
Tier 1 risk-based capital:
USCB Financial Holdings, Inc.
$
179,243
13.35
%
$
80,568
6.00
%
$
107,425
8.00
%
U.S. Century Bank
$
178,141
13.27
%
$
80,568
6.00
%
$
107,425
8.00
%
Common equity tier 1 capital:
USCB Financial Holdings, Inc.
$
179,243
13.35
%
$
60,426
4.50
%
$
87,282
6.50
%
U.S. Century Bank
$
178,141
13.27
%
$
60,426
4.50
%
$
87,282
6.50
%
Leverage ratio:
USCB Financial Holdings, Inc.
$
179,243
9.47
%
$
75,681
4.00
%
$
94,601
5.00
%
U.S. Century Bank
$
178,141
9.42
%
$
75,681
4.00
%
$
94,601
5.00
%
December 31, 2021:
(1)
Total risk-based capital
$
186,735
14.92
%
$
100,125
8.00
%
$
125,157
10.00
%
Tier 1 risk-based capital
$
171,484
13.70
%
$
75,094
6.00
%
$
100,125
8.00
%
Common equity tier 1 capital
$
171,484
13.70
%
$
56,321
4.50
%
$
81,352
6.50
%
Leverage ratio
$
171,484
9.55
%
$
71,825
4.00
%
$
89,781
5.00
%
(1) As of December 31, 2021, the regulatory capital ratios for both USCB Financial Holdings, Inc. and U.S. Century Bank were the same since there
was no activity between both of these entities.
Impact of Inflation
Our Consolidated Financial Statements and related notes have been prepared in accordance with U.S. GAAP, which
require the measurement of financial position and operating results in terms of historical dollars, without considering the
changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the
increased cost of operations. Unlike most industrial companies, nearly all our assets and liabilities are monetary in nature.
As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation. Periods
of high inflation are often accompanied by relatively higher interest rates, and periods of low inflation are accompanied by
relatively lower interest rates. As market interest rates rise or fall in relation to the rates earned on loans and investments,
the value of these assets decreases or increases respectively. Inflation can also impact core non-interest expenses
associated with delivering the Company’s services.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are discussed in Note 1 “Summary of Significant Accounting Policies” to
the Consolidated Financial Statements on this Form 10-Q.
49 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Reconciliation and Management Explanation of Non -GAAP Financial Measures
Management has included these non-GAAP measures because it believes these measures may provide useful
supplemental information for evaluating the Company’s underlying performance trends. Further, management uses these
measures in managing and evaluating the Company’s business and intends to refer to them in discussions about our
operations and performance. Operating performance measures should be viewed in addition to, and not as an alternative
to or substitute for, measures determined in accordance with GAAP, and are not necessarily comparable to non-GAAP
measures that may be presented by other companies. The following table reconciles the non-GAAP financial measurement
of operating net income available to common stockholders for the periods presented (in thousands, except per share data):
As of or For the Three Months Ended
3/31/2022
12/31/2021
9/30/2021
6/30/2021
3/31/2021
Pre-Tax Pre-Provision ("PTPP") Income:
$
4,854
$
5,650
$
6,593
$
4,053
$
4,781
1,858
1,751
2,088
1,263
1,498
-
-
-
-
(160)
$
6,712
$
7,401
$
8,681
$
5,316
$
6,119
PTPP Return on Average Assets:
$
6,712
$
7,401
$
8,681
$
5,316
$
6,119
$
1,913,484
$
1,828,037
$
1,741,423
$
1,660,060
$
1,573,881
(1)
1.42%
1.61%
1.98%
1.28%
1.58%
Operating Net Income:
$
4,854
$
5,650
$
6,593
$
4,053
$
4,781
21
35
(70)
187
62
(5)
(9)
17
(46)
(15)
$
4,838
$
5,624
$
6,646
$
3,912
$
4,734
Operating PTPP Income:
$
6,712
$
7,401
$
8,681
$
5,316
$
6,119
21
35
(70)
187
62
$
6,691
$
7,366
$
8,751
$
5,129
$
6,057
Operating PTPP Return on Average Assets:
$
6,691
$
7,366
$
8,751
$
5,129
$
6,057
$
1,913,484
$
1,828,037
$
1,741,423
$
1,660,060
$
1,573,881
(1)
1.42%
1.60%
1.99%
1.24%
1.56%
Operating Return on Average Assets:
$
4,838
$
5,624
$
6,646
$
3,912
$
4,734
$
1,913,484
$
1,828,037
$
1,741,423
$
1,660,060
$
1,573,881
(1)
1.03%
1.22%
1.51%
0.95%
1.22%
(1) Annualized.
50 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
As of or For the Three Months Ended
3/31/2022
12/31/2021
9/30/2021
6/30/2021
3/31/2021
Tangible book value per common share (at period-end):
(1)
Total stockholders' equity (GAAP)
$
192,039
$
203,897
$
201,918
$
166,302
$
170,425
Less: Intangible assets
-
-
-
-
-
Less: Preferred stock
-
-
-
24,616
32,077
Tangible stockholders' equity (non-GAAP)
$
192,039
$
203,897
$
201,918
$
141,686
$
138,348
Total shares issued and outstanding (at period-end):
(2)
Class A common shares
20,000,753
19,991,753
18,767,541
3,889,469
3,889,469
Class B common shares
-
-
1,224,212
1,224,212
1,224,212
Total common shares issued and outstanding
20,000,753
19,991,753
19,991,753
5,113,681
5,113,681
Tangible book value per common share (non-GAAP)
$
9.60
$
10.20
$
10.10
$
27.71
$
27.05
Operating net income available to common stockholders:
(1)
Net income (GAAP)
$
4,854
$
5,650
$
6,593
$
4,053
$
4,781
Less: Preferred dividends
-
-
542
754
781
Less: Exchange and redemption of preferred shares
-
-
89,585
-
-
Net income (loss) available to common stockholders
4,854
5,650
(83,534)
3,299
4,000
Add back: Exchange and redemption of preferred shares
-
-
89,585
-
-
Operating net income avail. to common stock (non-GAAP)
$
4,854
$
5,650
$
6,051
$
3,299
$
4,000
Allocation of operating net income per common stock class:
Class A common stock
$
4,854
$
5,650
$
5,598
$
2,509
$
3,042
Class B common stock
$
-
$
-
$
453
$
790
$
958
Weighted average shares outstanding:
Class A common stock
Basic
19,994,953
18,913,914
15,121,460
3,889,469
3,889,469
Diluted
20,109,783
19,023,686
15,187,729
3,933,636
3,913,279
Class B common stock
Basic
-
-
6,121,052
6,121,052
6,121,052
Diluted
-
-
6,121,052
6,121,052
6,121,052
Diluted EPS:
(3) (4)
Class A common stock
Net income (loss) per diluted share (GAAP)
$
0.24
$
0.30
$
(5.11)
$
0.64
$
0.78
Add back: Exchange and redemption of preferred shares
-
-
5.48
-
-
Operating net income per diluted share (non-GAAP)
$
0.24
$
0.30
$
0.37
$
0.64
$
0.78
Class B common stock
Net income (loss) per diluted share (GAAP)
$
-
$
-
$
(1.02)
$
0.13
$
0.16
Add back: Exchange and redemption of preferred shares
-
-
1.09
-
-
Operating net income per diluted share (non-GAAP)
$
-
$
-
$
0.07
$
0.13
$
0.16
(1) The Company believes these non-GAAP measurements are a key indicator of the ongoing earnings power of the Company.
(2) During the quarter ended September 30, 2021, 47,473 shares of Class C preferred stock and 11,061,552 shares of Class D preferred stock were
exchanged for an aggregate of 10,278,072 shares of Class A common stock. Additionally, the Bank completed the initial public offering of its Class A
common stock on July 27, 2021, in which it issued 4,600,000 shares of Class A common stock. As such, the total shares issued and outstanding of
Class A common stock was 18,767,541 shares at September 30, 2021.
(3) During the quarter ended September 30, 2021, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential
common shares outstanding would have been antidilutive.
(4) During the quarter ended December 31, 2021, the Company entered into agreements with the Class B shareholders to exchange all outstanding
Class B non-voting stock for Class A voting common stock at a ratio of 5 to 1. In calculating net income (loss) per diluted share for the prior quarters
presented, the allocation of operating net income available to common stockholders was based on the weighted average shares outstanding per
common share class to the total weighted average shares outstanding during each period. The operating net income allocation was calculated using the
weighted average shares outstanding of Class B common stock on a as-converted basis.
51 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our President and Chief Executive Officer
and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of the Company’s disclosure
controls and procedures as of March 31, 2022. Based on that evaluation, management believes that the Company’s
disclosure controls and procedures were effective to collect, process, and disclose the information required to be disclosed
in the reports filed or submitted under the Exchange Act within the required time periods as of the end of the period covered
by this Form 10-Q.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the period covered by this Form 10-Q that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving
the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there
are resource constrains and that management is required to apply judgment in evaluating the benefits of possible controls
and procedures relative to their costs.
52 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
PART II
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings. We are from time to time subject to claims and litigation
arising in the ordinary course of business. These claims and litigation may include, among other things, allegations of
violation of banking and other applicable regulations, competition law, labor laws and consumer protection laws, as well as
claims or litigation relating to intellectual property, securities, breach of contract and tort. We intend to defend ourselves
vigorously against any pending or future claims and litigation.
Item 1A. Risk Factors
For detailed information about certain risk factors that could materially affect our business, financial condition, or future
results, see “Part I, Item 1A – Risk Factors” of the Annual Report on Form 10-K, for the year ended December 31, 2021.
There have been no material changes from the risk factors previously disclosed in the Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 28, 2022, stock options previously granted to a former Board member of the Company, pursuant to the
Amended and Restated 2015 Equity Incentive Plan covering 9,000 shares of Class A common stock at an exercise price
per share of $11.35 of the Company were exercised for an aggregate amount of $102 thousand. The options were issued
while the former Board member was still serving as a director and prior to the issuer becoming a reporting company under
the Securities Exchange Act of 1934. The shares of Class A common stock subject to the exercised options were issued
pursuant to the exemption provided by Rule 701 of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
53 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
Item 6. Exhibits
Exhibit No.
Description of Exhibit
*
*
*
*
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2022 formatted in Inline XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations
(unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statements of Changes
in Stockholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), (vi) Notes to Consolidated
Financial Statements (unaudited).
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
54 USCB Financial Holdings, Inc. Q1 2022 Form 10-Q
SIGNATURES
Pursuant to the requirements 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.
USCB FINANCIAL HOLDINGS, INC.
(Registrant)
Signature
Title
Date
/s/ Luis de la Aguilera
President, Chief Executive Officer, and Director
May 12, 2022
Luis de la Aguilera
(Principal Executive Officer)
/s/ Robert Anderson
Chief Financial Officer
May 12, 2022
Robert Anderson
(Principal Financial Officer and Principal
Accounting Officer)
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Luis de la Aguilera, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of USCB Financial Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Luis de la Aguilera
Luis de la Aguilera
President and Chief Executive Officer
Date: May 12, 2022
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Robert Anderson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of USCB Financial Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Robert Anderson
Robert Anderson
Chief Financial Officer
Date: May 12, 2022
Exhibit 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes -Oxley Act of 2002
In connection with the Quarterly Report of USCB Financial Holdings, Inc. (the “Company”) on Form 10-Q for the quarter
ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Luis de
la Aguilera, as President and Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18
U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes -Oxley Act of 2002, that:
1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ Luis de la Aguilera
Luis de la Aguilera
President and Chief Executive Officer
Date: May 12, 2022
Exhibit 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes -Oxley Act of 2002
In connection with the Quarterly Report of USCB Financial Holdings, Inc. (the “Company”) on Form 10-Q for the quarter
ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert
Anderson, as Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ Robert Anderson
Robert Anderson
Chief Financial Officer
Date: May 12, 2022