UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
,
,
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code:
)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Indicate by check
mark whether the
registrant (1) has
filed all reports
required to be
filed by Section
13 or 15(d)
of the Securities
Exchange
Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was
required to file such reports), and (2)
has
been subject to such filing requirements for the past 90 days.
☒
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data
File required to be submitted pursuant
to Rule 405
of Regulation S-T
(§232.405 of this
chapter) during the
preceding 12 months
(or for such
shorter period that
the registrant
was required to submit such files).
☒
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company
or
an
emerging
growth
company.
See
the
definitions
of
“large
accelerated
filer,”
“accelerated
filer,”
“non-accelerated
filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
☐
☐
☒
☒
If an
emerging growth
company, indicate by
check mark
if the
registrant has elected
not to
use the
extended transition
period for
complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of May 1, 2022, the registrant had
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)
TABLE OF CONTENTS
Part IItem 1. Financial StatementsNote 9 "stockholders' Equity" For Further DetailsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart IIItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits