Item 7. Management’s Discussion and Analysis
Item 7.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Management’s
discussion
and
analysis
of
financial
condition
and
results
of
operations
analyzes
the
consolidated
financial condition and results of operations of the Company and the
Bank, its wholly owned subsidiary, for the years ended
December 31, 2021
and
2020. This
discussion and
analysis are
best read
in conjunction
with the
Consolidated Financial
Statements and related footnotes
of our Company presented
in Item 8 “Financial
Statements and Supplementary
Data” of
this Annual
Report.
In
addition
to
historical
information,
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" of this Annual Report.
Throughout this document, references to “we,” “us,” “our,” and “the
Company” refer to USCB Financial Holdings, Inc.
Forward-Looking Statements
This
Annual
Report
on
Form
10-K
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
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
this
Form
10-K
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 presentation
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
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, the
Bank filed
with
the FDIC.
Table of Contents
44
USCB Financial Holdings, Inc.
2021 10-K
Non-GAAP Financial Measures
This Annual Report on Form 10-K 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 annual report.
Overview
For the year ended December 31, 2021, the
Company reported net income of $21.1
million compared with net income
of
$10.8 million
for the
year ended
December 31, 2020,
representing
a 94.8%
increase. The
results from
2021 included
closing our initial public offering of the Class A common stock and the simplification of the Bank’s capital structure.
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.
The following significant highlights are of note for the year
ended December 31, 2021:
•
Net interest
income
after
provision
for credit
losses totaled
$52.7
million, an
increase of
$12.3
million or
30.5%,
compared to $40.3 million at December 31, 2020.
•
Net interest
margin (“NIM”)
remained the
same at
3.26%
for the
years ended
December 31, 2021
and 2020.
The
yield on earning assets decreased to 3.52% in 2021, compared to 3.93% in 2020. The yield on earning assets was
negatively impacted by certain floating rate investment securities,
loans with variable rate pricing features, and
new
loans originated in the lower interest rate environment,
including PPP loans which carry a rate of 1.0%.
•
NIM, excluding PPP loans, was 3.16% and 3.30% for the years ended December 31, 2021 and 2020, respectively.
•
Total assets grew to $1.9 billion, an increase of $352.2
million or 23.5%, compared to December 31, 2020.
•
Loans grew to $1.2 billion, an increase of $151.6 million
or 14.6%, compared to December 31, 2020.
•
The cost of interest-bearing liabilities
decreased
to 0.45%
in 2021 from 1.07% in
2020 as a result of the continued
downward repricing of deposits and continued improvement in
deposit mix.
•
Return on average assets for the year ended December
31, 2021 was 1.24% compared to 0.76% in 2020.
•
Return on average stockholders’ equity for the year ended December 31, 2021 was
11.45% compared to 6.54% in
2020.
•
Nonperforming
assets
totaled
$1.2
million,
a
decrease
of
$0.4
million
or
24.6%,
compared
to
$1.6
million
at
December 31, 2020.
•
The Company maintained its strong capital position. As of December 31, 2021, the Bank was well-capitalized, with
a total risk-based capital ratio of 14.92%,
a tier 1 risk-based capital ratio of
13.70%, a common equity tier 1 capital
ratio of
13.70%,
and a
leverage ratio
of 9.55%.
As of
December 31, 2021
and 2020,
all of
our regulatory
capital
ratios exceeded the thresholds to be well-capitalized under
the applicable bank regulatory requirements.
•
In April 2021,
the Bank
repurchased
all of
its issued
and outstanding
Class E
preferred
shares at
the liquidation
value of $7.5
million along with
declared dividends approved
by the Board
of Directors (the
“Board”) with the
goal
to simplify its capital structure.
Table of Contents
45
USCB Financial Holdings, Inc.
2021 10-K
•
In July
2021, the
Bank completed
the initial
public offering
of 4,600,000
shares of
Class A common
stock, which
included an additional 600,000 shares in connection with the exercise in full of the underwriters’
option to purchase
additional shares. In a continuation effort to simplify the Company’s capital structure, an exchange and redemption
of then outstanding Class C and Class D preferred shares
was also completed.
•
In December 2021,
the Bank
entered into agreements
with the Class
B shareholders
to exchange all
outstanding
Class B non-voting common stock for Class A voting common
stock.
•
The Company became the parent bank
holding company of the Bank effective
December 28, 2021. Each share of
the
Bank
was
exchanged
for
one
share
of
the
Company,
making
the
Bank
a
wholly
owned
subsidiary
of
the
Company. Shares
of the Company continue to trade under ticker symbol “USCB”
on the Nasdaq Stock Market.
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” to our
Consolidated Financial Statements.
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
Table of Contents
46
USCB Financial Holdings, Inc.
2021 10-K
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
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):
As of December 31,
2021
2020
Consolidated Balance Sheets:
Total
assets
$
1,853,939
$
1,501,742
Total
loans
(1)
$
1,190,081
$
1,038,504
Total
deposits
$
1,590,379
$
1,273,402
Total
stockholders' equity
$
203,897
$
171,001
(1)
Loan amounts include deferred fees/costs.
Years Ended December 31,
2021
2020
Consolidated Statements of Operations:
Net interest income before provision for credit losses
$
52,496
$
43,597
Total
non-interest income
$
10,698
$
6,097
Total
non-interest expense
$
35,677
$
33,036
Net income
$
21,077
$
10,820
Net income (loss) available to common stockholders
$
(70,585)
$
7,693
Profitability:
Efficiency ratio
56.31%
71.13%
Net interest margin
3.26%
3.26%
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
for the
year ended
December 31, 2021
was $21.1 million
,
compared with
net income
of $10.8 million
for
the same period in 2020. The Company reported net loss per diluted
share for the year ended December 31, 2021 of $6.72
compared to net income per diluted share for the same period in 2020 of $1.50 and $0.30 for
Class A
and Class B common
stock, respectively, after adjusted to reflect the 1
for 5 reverse stock split on
Class A
common stock. The net loss per diluted
share for the year ended December 31, 2021 was attributable to the one-time reduction in net income available to common
stockholders for the
exchange and redemption
of the Class
C and Class D
preferred shares. During
third quarter of
2021,
Table of Contents
47
USCB Financial Holdings, Inc.
2021 10-K
the
Company
completed
an
exchange
of
then
outstanding
preferred
shares
for
Class A
common
shares
and
thereafter
redeemed the remaining outstanding preferred shares, at a liquidation value that exceeded book value, causing a one-time
reduction in
net income
available to
common stockholders
of $89.6
million. At December 31,
2021, there
were no
issued
and outstanding preferred shares.
Operating net
income per
diluted share
(non-GAAP) for
the year
ended December 31,
2021 was
$1.81 compared
to
operating net income per
diluted share (non-GAAP)
for the same period
in 2020 of $1.50
and $0.30 for Class A and Class
B, respectively.
Operating net
income per
diluted share
(non-GAAP) for
the year
ended December 31,
2021 excludes
the
$89.6 million one-time accounting
impact of
the exchange
and redemption of
the preferred
shares. The
operating net
income
per diluted share
for the year
ended December 31,
2020 was adjusted
to reflect the
1 for 5
reverse stock
split on Class A
common stock.
To see
a reconciliation
of non-GAAP
measures to
GAAP measures
refer to
section below
“Reconciliation
and Management Explanation of Non-GAAP Financial
Measures”.
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.
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.
Table of Contents
48
USCB Financial Holdings, Inc.
2021 10-K
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):
Years Ended December 31,
2021
2020
Average
Balance
Interest
Yield/Rate
Average
Balance
Interest
Yield/Rate
Assets
Interest-earning assets:
Loans
(1)
$
1,116,142
$
48,730
4.37
%
$
1,026,905
$
47,078
4.58
%
Investment securities
(2)
403,677
7,886
1.95
%
201,073
5,248
2.61
%
Other interest earnings assets
92,430
106
0.11
%
110,898
307
0.28
%
Total
interest-earning assets
1,612,249
56,722
3.52
%
1,338,876
52,633
3.93
%
Non-interest earning assets
89,409
90,059
Total
assets
$
1,701,658
$
1,428,935
Liabilities and stockholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits
$
52,379
59
0.11
%
$
46,819
158
0.34
%
Saving and money market deposits
619,810
2,082
0.34
%
473,028
3,095
0.65
%
Time deposits
235,127
1,531
0.65
%
276,462
4,709
1.70
%
Total
interest-bearing deposits
907,316
3,672
0.40
%
796,309
7,962
1.00
%
Borrowings and repurchase agreements
36,000
554
1.54
%
51,362
1,074
2.09
%
Total
interest-bearing liabilities
943,316
4,226
0.45
%
847,671
9,036
1.07
%
Non-interest bearing demand deposits
547,116
390,467
Other non-interest-bearing liabilities
27,142
25,281
Total
liabilities
1,517,574
1,263,419
Stockholders' equity
184,084
165,516
Total
liabilities and stockholders' equity
$
1,701,658
$
1,428,935
Net interest income
$
52,496
$
43,597
Net interest spread
(3)
3.07
%
2.86
%
Net interest margin
(4)
3.26
%
3.26
%
(1)
Average loan balances include non-accrual loans. Interest income
on loans includes accretion of deferred
loan fees, net of deferred loan costs.
(2)
At fair value except for securities held to maturity.
(3)
Net interest spread is the average yield on
total interest-earning assets minus the average
rate on total interest-bearing liabilities.
(4)
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 $52.5 million
for the year ended December
31, 2021, an
increase of
$8.9 million or
20.4%, from
$43.6 million for
the year
ended December
31, 2020.
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 lower interest rate benchmarks.
Included with loan interest income are PPP fees totaling $3.6 million and $2.3 million for the year ended December
31,
2021 and 2020, respectively.
PPP loan fees are recognized upon forgiveness.
The net
interest margin
remained the
same at
3.26% for
the years
ended December 31,
2021 and
2020. The
overall
and individual yields for interest-bearing assets and interest-bearing
liabilities both decreased in 2021 compared to 2020.
Provision for Credit Losses
The allowance for credit losses
(“ACL”) represents probable incurred
losses in our portfolio. We
maintain an adequate
ACL that can mitigate probable losses incurred 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.
Provision for
credit loss
for the
year ended
December 31,
2021, was
a net
reduction of
$160 thousand
compared to
$3.3 million in provision
expense for the same
period in 2020. The primary
driver of the decrease
was the improvement of
Table of Contents
49
USCB Financial Holdings, Inc.
2021 10-K
the credit risk
associated with the
COVID-19 pandemic. The
ACL as
a percentage of
total loans was
1.27%
at December 31,
2021 compared to 1.45% at December 31, 2020.
See “Allowance for Credit Losses” below for further discussion
on how the ACL is calculated.
Non-Interest Income
Net interest income
and other types of
recurring non-interest
income are generated
from our operations.
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 insurance
on several 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):
Years Ended December 31,
2021
2020
Service fees
$
3,609
$
3,266
Gain on sale of securities available for sale, net
214
434
Gain on sale of loans held for sale, net
1,626
839
Gain on sale of premises and equipment, net
983
-
Loan settlement
2,500
-
Other non-interest income
1,766
1,558
Total
non-interest income
$
10,698
$
6,097
Non-interest income
for the
year ended
December 31,
2021 increased
$4.6 million or
75.5%, compared
to the
same
period in 2020.
This increase was primarily
driven by the default
interest recovery of a
prior lending customer for $2.5
million
and a gain on the sale of a previously owned building for $983 thousand as well as higher deposit service fees and gain on
sales of loans due
to increased activity
in our SBA program. Further,
the default interest recovery
of $2.5 million was
for a
loan that was originated
in 2008 and subsequently
went through many iterations
of credit collection. This payment
reflects
the final payment and settlement of lien judgments against
the customer.
Non-Interest Expense
The following table presents the components of non-interest
expense for the dates indicated (in thousands):
Years Ended December 31,
2021
2020
Salaries and employee benefits
$
21,438
$
19,204
Occupancy
5,257
5,656
Regulatory assessment and fees
783
691
Consulting and legal fees
1,454
1,045
Network and information technology services
1,466
1,536
Other operating
5,279
4,904
Total
non-interest expense
$
35,677
$
33,036
Non-interest expense
for the
year ended
December 31, 2021
increased $2.6 million
or 8.0%,
compared to
the same
period in
2020.
The increase
is primarily
due to
an increase
in salaries
and employee
benefit costs
of $2.2 million
for the
year ended
December 31, 2021,
compared to
the same
period in
2020. The
headcount of
full-time equivalent
employees
increased
from
179
at
December 31,
2020
to
187
at
December 31,
2021.
Further,
consulting
and
legal
fees
and
other
operating
expenses
increased
$0.4
million
or
39.1%
and
$0.4 million
or
7.6%,
respectively,
during
the
year
ended
December 31,
2021 compared
to the
same
period
in
2020
due
to our
operations
as a
publicly traded
company
and
the
formation of a bank holding company.
The increase in salaries and employee benefits, consulting and legal fees, and other
operating costs has enabled
us to support recent growth
and has provided us with
the necessary technology and required
professionals to execute our growth strategy.
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
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50
USCB Financial Holdings, Inc.
2021 10-K
tax rate. Surrender value of bank-owned life
insurance policies for key employees, purchasing municipal bonds, and
overall
taxable income will be important elements in determining our
effective tax rate.
Income tax
expense for
the year
ended
December 31,
2021 was
$6.6 million,
compared
to $2.
6
million
for the
year
ended December 31, 2020. The
effective tax rate for
the year ended December 31, 2021
was 23.8% and for the
year ended
December 31, 2020 was 19.3%.
For a further discussion
on income taxes, see
Note 6 “Income Taxes” to
the Consolidated Financial
Statements in this
Form 10-K.
Rate/Volume Analysis
The
table
below
sets
forth
information
regarding
changes
in
interest
income
and
interest
expense
for
the
periods
indicated (in thousands).
For each category of
interest-earning assets and interest-bearing liabilities,
information is provided
on changes attributable to (i) changes in rate (changes in rate multiplied by old volume); (ii) changes in volume (changes in
volume multiplied by old rate); and (iii) changes in rate-volume (change in
rate multiplied by change in volume). Changes in
rate-volume are proportionately allocated between rate and volume
variance.
Years Ended 2021 vs. 2020
Years Ended 2020 vs. 2019
Increase (decrease) due to change in
Increase (decrease) due to change in
Volume
Rate
Net
Change
Volume
Rate
Net
Change
Interest-earning assets:
Loans
(1)
$
4,091
$
(2,439)
$
1,652
$
4,573
$
(2,229)
$
2,344
Investment securities
(2)
5,288
(2,650)
2,638
397
(596)
(199)
Other interest earnings assets
(51)
(150)
(201)
1,412
(1,866)
(454)
Total increase (decrease) in interest income
9,328
(5,239)
4,089
6,382
(4,691)
1,691
Interest-bearing liabilities:
Interest-bearing demand deposits
19
(118)
(99)
$3
(6.00)
(3)
Saving and money market deposits
960
(1,973)
(1,013)
692
(2,738)
(2,046)
Time deposits
(704)
(2,474)
(3,178)
1,106
(1,242)
(136)
Borrowings and repurchase agreements
(321)
(199)
(520)
(952)
(81)
(1,033)
Total increase (decrease) in interest expense
(46)
(4,764)
(4,810)
849
(4,067)
(3,218)
Increase (decrease) in net interest income
$
9,374
$
(475)
$
8,899
$
5,533
$
(624)
$
4,909
(1)
Average loan balances include non-accrual loans. Interest income
on loans includes accretion of deferred
loan fees, net of deferred loan costs.
(2)
At fair value except for securities held to maturity.
Both average yields on
interest earning assets and
average rates paid on interest
bearing liabilities have been declining
over the
periods presented,
reflecting the
macro interest
rate environment
and ongoing
initiatives to
reduce the
cost and
improve the mix of deposits.
Analysis of Financial Condition
Total
assets at December 31, 2021, were $1.9 billion, an increase of $352.2 million, or 23.5%, over total assets of $1.5
billion at
December 31, 2020. Total loans increased
$151.6 million,
or 14.6%,
to $1.2
billion at
December 31, 2021 compared
to
$1.0
billion
at
December 31,
2020.
The
increase
in
loans
includes
purchased
loans
totaling
$129.5
million
including
deferred
fees.
Total
deposits
increased
by
$317.0
million,
or
24.9%,
to
$1.6
billion
at
December 31,
2021
compared
to
December 31, 2020.
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 assets 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
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51
USCB Financial Holdings, Inc.
2021 10-K
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 December 31, 2021, the investment portfolio consisted of available-for-sale
(“AFS”) and held-to-maturity (“HTM”)
debt securities.
During the third quarter
of 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
were 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 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
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 December
31,
2021, 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-K.
AFS and
HTM investment
securities increased
$189.9 million or
56.8% to
$524.2 million at
December 31,
2021 from
$334.3 million at December 31, 2020. Investment securities increased over the past year due to higher than expected cash
balances.
Management
reinvested
idle
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
December 31,
2021,
corporate bond securities with a market value of $20.4 million were pledged to secure
public deposits. As of December 31,
2021, the Company did not have any tax-exempt securities
in the portfolio.
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52
USCB Financial Holdings, Inc.
2021 10-K
The
following
table
presents
the
amortized
cost
and
fair
value
of
investment
securities
for
the
dates
indicated
(in
thousands):
December 31, 2021
December 31, 2020
Available-for-sale:
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
U.S. Government Agency - SBA
$
-
$
-
$
1,488
$
1,552
U.S. Government Agency
10,564
10,520
20,196
20,032
Collateralized mortgage obligations
160,506
156,829
104,426
104,650
Mortgage-backed securities - Residential
120,643
118,842
80,110
81,301
Mortgage-backed securities - Commercial
49,905
50,117
45,802
48,331
Municipal securities
25,164
24,276
24,230
24,211
Bank subordinated debt securities
27,003
28,408
24,004
24,630
Corporate bonds
12,068
12,550
27,733
29,615
$
405,853
$
401,542
$
327,989
$
334,322
Held-to-maturity:
U.S. Government Agency - SBA
$
12,004
$
11,641
$
-
$
-
U.S. Government Agency
22,501
22,263
-
-
Collateralized mortgage obligations
44,820
43,799
-
-
Mortgage-backed securities - Residential
26,920
26,352
-
-
Mortgage-backed securities - Commercial
3,103
3,013
-
-
Corporate bonds
13,310
13,089
-
-
$
122,658
$
120,157
$
-
$
-
The following
table shows
the weighted
average yields,
categorized by
contractual maturity,
for investment
securities
as of December 31, 2021 (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 %
$
-
0.00 %
$
-
0.00 %
$
10,564
1.74%
$
10,564
0.00 %
Collateralized mortgage obligations
-
0.00 %
-
0.00 %
-
0.00 %
160,506
1.32%
160,506
1.32%
MBS - Residential
-
0.00 %
-
0.00 %
1,002
0.00 %
119,641
2.26%
120,643
1.38%
MBS - Commercial
-
0.00 %
-
0.00 %
-
0.00 %
49,905
2.82%
49,905
2.82%
Municipal securities
-
0.00 %
-
0.00 %
1,000
2.05%
24,164
1.38%
25,164
1.73%
Bank subordinated debt securities
-
0.00 %
-
0.00 %
26,003
4.98%
1,000
6.13%
27,003
5.02%
Corporate bonds
1,992
3.39%
5,983
4.24%
4,093
2.54%
-
0.00 %
12,068
3.52%
$
1,992
$
5,983
$
32,098
$
365,780
$
405,853
1.87%
Held-to-maturity:
U.S. Government Agency - SBA
$
-
0.00 %
$
-
0.00 %
$
3,953
1.58%
$
8,051
1.58%
$
12,004
1.58%
U.S. Government Agency
-
0.00 %
2,982
0.64%
19,519
1.26%
-
0.00 %
22,501
1.18%
Collateralized mortgage obligations
-
0.00 %
-
0.00 %
-
0.00 %
44,820
1.46%
44,820
1.46%
MBS - Residential
-
0.00 %
2,836
2.98%
9,264
1.61%
14,820
1.62%
26,920
1.76%
MBS - Commercial
-
0.00 %
-
0.00 %
3,103
1.61%
-
0.00 %
3,103
1.61%
Corporate bonds
2,017
3.07%
11,293
2.71%
-
0.00 %
-
0.00 %
13,310
2.76%
$
2,017
$
17,111
$
35,839
$
67,691
$
122,658
1.62%
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.
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53
USCB Financial Holdings, Inc.
2021 10-K
The following table shows the loan portfolio composition
as of the dates indicated (in thousands):
December 31, 2021
December 31, 2020
Total
Percent of
Total
Total
Percent of
Total
Residential Real Estate
$
201,359
16.9
%
$
232,754
22.3
%
Commercial Real Estate
704,988
59.2
%
606,425
58.2
%
Commercial and Industrial
146,592
12.3
%
157,330
15.1
%
Foreign Banks
59,491
5.0
%
38,999
3.7
%
Consumer and Other
79,229
6.6
%
5,507
0.5
%
Total
gross loans
1,191,659
100.0
%
1,041,015
99.8
%
Less: Unearned income
1,578
2,511
Total
loans net of unearned income
1,190,081
1,038,504
Less: Allowance for credit losses
15,057
15,086
Total
net loans
$
1,175,024
$
1,023,418
Total
gross loans increased
by $150.6 million
or 14.5%
at December 31,
2021 compared to
the same period
in 2020.
The most
significant growth
was in
the commercial
real estate
and consumer
and other
loan pools,
offset by
a decline
in
the residential real
estate and commercial
and industrial loan
pools. Consumer and
other loans increased
because of two
yacht loan portfolios that were purchased for $93.7 million,
including deferred fees, for the year ended December 31, 2021.
Commercial and industrial loans decreased because of
continuing PPP loan forgiveness
as expected.
The loan portfolio has continued to experience growth in the past two years. Since our inception, the primary focus has
been
on
commercial
real
estate
lending,
representing
approximately
59.2%
of
the
total
gross
loan
portfolio
as
of
December 31, 2021. In the past, we supplemented our core commercial growth with the origination of 1-4 family residential
loans and
the acquisition
of 1-4
family residential
loan portfolios
to further
diversify our
loan portfolio.
However,
we have
determined not to further pursue this line of business and
are focused on growing our commercial portfolio.
Other than the previous
mentioned shifts, 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.
Most of the
commercial real estate
exposure represents
loans to commercial
businesses secured
by owner-occupied
real estate.
The growth
experienced
over the
last couple
of 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
December 31, 2021 (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
$
7,745
$
18,350
$
83,595
$
91,669
$
201,359
Commercial Real Estate
24,279
163,931
513,333
3,445
704,988
Commercial and Industrial
15,263
67,833
31,336
32,160
146,592
Foreign Banks
59,491
-
-
-
59,491
Consumer and Other
2,005
3,465
2,505
71,254
79,229
Total
gross loans
$
108,783
$
253,579
$
630,769
$
198,528
$
1,191,659
Interest rate sensitivity:
Fixed interest rates
$
82,940
$
170,406
$
136,429
$
78,859
$
468,634
Floating or adjustable rates
25,843
83,173
494,340
119,669
723,025
Total
gross loans
$
108,783
$
253,579
$
630,769
$
198,528
$
1,191,659
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,
Table of Contents
54
USCB Financial Holdings, Inc.
2021 10-K
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
December 31,
2021, approximately
60.7%
of the
loans
have adjustable/variable
rates
and
39.3%
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 evaluated
at least annually,
or more frequently
if deemed necessary.
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.
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
– Loans classified as special mention have a potential weakness
that deserves management’s
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
– Loans classified as doubtful have all the weaknesses inherent
in those classified at substandard, with
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):
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
December 31, 2020
Pass
Special Mention
Substandard
Doubtful
Total
Residential Real Estate
$
225,861
$
-
$
6,893
$
-
$
232,754
Commercial Real Estate
605,180
-
1,245
-
606,425
Commercial and Industrial
157,097
-
233
-
157,330
Foreign Banks
38,999
-
-
-
38,999
Consumer and Other
5,229
-
278
-
5,507
$
1,032,366
$
-
$
8,649
$
-
$
1,041,015
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55
USCB Financial Holdings, Inc.
2021 10-K
Non-Performing Assets
The following table presents non-performing assets as
of December 31, 2021 and 2020 (in thousands, except
ratios):
2021
2020
Non-accrual loans, less non-accrual TDR loans
$
1,190
$
303
Non-accrual TDRs
-
1,275
Loans past due over 90 days and still accruing
-
-
Total
non-performing loans
1,190
1,578
Other real estate owned
-
-
Total
non-performing assets
$
1,190
$
1,578
Asset quality ratios:
Allowance for credit losses to total loans
1.27%
1.45%
Allowance for credit losses to non-performing loans
1265%
956%
Non-performing loans to total loans
0.10%
0.15%
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
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):
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
December 31, 2020
Accruing
Non-Accruing
Total
Residential Real Estate
$
8,884
$
777
$
9,661
Commercial Real Estate
733
-
733
Commercial and Industrial
179
23
202
Consumer and Other
278
-
278
$
10,074
$
800
$
10,874
The Company had
allocated $360 thousand
and $453 thousand of
specific allowance for
TDR loans at
December 31,
2021 and 2020, respectively.
There was no commitment to lend additional funds to these
TDR customers.
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56
USCB Financial Holdings, Inc.
2021 10-K
Charge-offs on
TDR loans
for the years
ended December 31,
2021 and
2020 was $18
thousand and
$153 thousand,
respectively.
There
were
no
defaults
on
TDR
loans
at
December 31,
2021
and
2020
within
the
prior
12
months.
The
Company did not have any new TDR loans for the year
ended December 31, 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 of
this
Form 10-K.
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.
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
December 31, 2021:
Beginning balance
$
3,408
$
9,453
$
1,689
$
348
$
188
$
15,086
Provision for credit losses
(919)
(695)
955
109
390
(160)
Recoveries
238
-
149
-
5
392
Charge-offs
(229)
-
(18)
-
(14)
(261)
Ending Balance
$
2,498
$
8,758
$
2,775
$
457
$
569
$
15,057
Average loans
$
212,867
$
654,723
$
153,763
$
52,187
$
42,602
$
1,116,142
Net charge-offs to average loans
- %
- %
(0.08)%
- %
0.02%
(0.01)%
December 31, 2020:
Beginning balance
$
3,749
$
6,591
$
1,214
$
332
$
112
$
11,998
Provision for credit losses
(36)
2,861
321
16
88
3,250
Recoveries
168
1
307
-
18
494
Charge-offs
(473)
-
(153)
-
(30)
(656)
Ending Balance
$
3,408
$
9,453
$
1,689
$
348
$
188
$
15,086
Average loans
$
258,728
$
596,022
$
122,177
$
43,433
$
6,545
$
1,026,905
Net charge-offs to average loans
0.12%
- %
(0.13)%
- %
0.18%
0.02%
Bank-Owned Life Insurance
At
December 31,
2021,
the
combined
cash
surrender
value
of
all
bank-owned
life
insurance
(“BOLI”)
policies
was
$41.7 million.
Changes
in
cash
surrender
value
are
recorded
in
non-interest
income
on
the
Consolidated
Statements
of
Operations. In
2021, the Company
maintained 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 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. Our focus on quality and customer
service
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57
USCB Financial Holdings, Inc.
2021 10-K
has created a strong brand recognition within
our depositors, which reflects in the composition
of our deposits; most of our
funding sources are core deposits.
Additionally, our personal and private banking management line of business is focused on the needs of the
owners and
operators of our business
customers, offering
a suite of checking,
savings, money market
and time deposit
accounts, and
utilizing superior client service to build and expand client relationships. A unique aspect of our business model is our ability
to offer correspondent services to banks in Central America
and the Caribbean.
The
following
table
presents
the
daily
average
balance
and
average
rate
paid
on
deposits
by
category
as
of
December 31, 2021 and 2020 (in thousands, except ratios):
2021
2020
Average
Balance
Average
Rate Paid
Average
Balance
Average
Rate Paid
Non-interest-bearing deposits
$
547,116
0.00
%
$
390,467
0.00
%
Interest-bearing transaction accounts
52,379
0.11
%
46,819
0.34
%
Saving and money market deposits
619,810
0.34
%
473,028
0.65
%
Time deposits
235,127
0.65
%
276,462
1.70
%
Total
deposits
$
1,454,432
0.25
%
$
1,186,777
0.67
%
To
tal
average
deposits
at
December 31,
2021
was
$1.5 billion,
an
increase
of
$267.7 million,
or
22.6%
over
total
average deposits of $1.2 billion
for the same period
in 2020. Our focus on
demand deposits has resulted
in an increase in
average balances of
$156.6 million,
or 40.1%, in non-interest
bearing demand deposits
and an increase of
$146.8 million,
or 31.0%, in saving and money market deposits when
comparing the average balances for the
years ended December 31,
2021 and 2020.
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
$897.8 million
and
$606.1 million
at
December 31, 2021 and
2020, respectively.
Time deposits
with balances of $250
thousand or more totaled
$119.4 million
and $104.1 million at December 31, 2021 and 2020,
respectively.
The following table shows scheduled maturities of uninsured
time deposits as of December 31, 2021 (in thousands):
Three months or less
$
28,707
Over three through six months
7,948
Over six though twelve months
42,106
Over twelve months
24,094
$
102,855
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 December 31,
2021 and 2020,
there was $36.0 million
of fixed rate advances
from the FHLB outstanding
with a
weighted average rate of 1.52%. Most of the advances
are due in the first two quarters of 2025.
The following table presents the FHLB fixed rate advances
as of December 31, 2021 (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
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58
USCB Financial Holdings, Inc.
2021 10-K
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
December 31, 2021, 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 December 31, 2021 and
2020 (in thousands):
2021
2020
Commitments to grant loans and unfunded lines of credit
$
134,877
$
107,553
Standby and commercial letters of credit
6,420
1,813
Total
$
141,297
$
109,366
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
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
The asset and liability management committee of our Company, or ALCO, consists of members of senior management
and our Board. Senior management is responsible for
ensuring in a timely manner that Board
approved strategies, policies,
and procedures
for managing
and mitigating
risks are
appropriately executed
within the
designated lines
of authority
and
responsibility.
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
established
sound risk management practices in place to identify,
measure, monitor and mitigate IRR exposures.
When assessing
the scope
of IRR
exposure
and
impact on
the consolidated
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, performance,
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
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59
USCB Financial Holdings, Inc.
2021 10-K
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
will
allow
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
According to our ALCO model, as of December 31, 2021,
we were an asset sensitive company. This indicates that our
assets generally
reprice 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 December 31, 2021, the NIM will remain fairly stable for static rate scenarios (-400
basis
points:
+400
basis
points).
For
the
static
forecast
for
year
one,
the
estimated
NIM
will
decrease
from
3.09%
base
case
scenario to 3.08%
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 increase of rates
will have a negative impact
on the EVE. Results and
analysis are presented quarterly to the
Board,
and strategies are defined.
Additionally, in the last couple of quarters we
have been reducing our asset
sensitivity by extending asset duration.
This
has reduced our NII volatility
for the first and second
year and has helped us
to maintain the NII in
accordance with ALCO
expectations.
Liquidity
Liquidity is
defined as
a Company’s capacity
to meet
its cash
and collateral
obligations at
a reasonable
cost. Maintaining
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 or exposure
to credit, market, operational, legal
and reputational risks, including
cybersecurity risk could also affect the Company’s
liquidity risk profile unexpectedly and are considered
in the assessment
of liquidity and 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.
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USCB Financial Holdings, Inc.
2021 10-K
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, Fed
funds lines
and borrowings
from the
FHLB.
Accordingly, our liquidity resources
were at sufficient levels to fund loans and meet other cash needs as necessary.
We do
not expect liquidity resources to be compromised at this
time.
Capital Adequacy
As
of
December 31,
2021,
the
Bank
was
well
capitalized
under
the
FDIC’s
prompt
corrective
action
framework.
Additionally,
we follow the
capital conservation buffer
framework, and according
to our actual
ratios the Bank
exceeds the
capital conversation buffer
in all capital
ratios as of
December 31, 2021.
The following table
presents the capital
ratios for
both the Bank and the Company at December 31, 2021
and 2020 (in thousands,
except ratios):
Actual
Minimum Capital
Requirements
To be Well Capitalized
Under Prompt Corrective
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
December 31, 2021:
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
%
December 31, 2020:
Total
risk-based capital
$
139,326
14.24
%
$
78,260
8.00
%
$
97,825
10.00
%
Tier 1 risk-based capital
$
127,061
12.99
%
$
58,695
6.00
%
$
78,260
8.00
%
Common equity tier 1 capital
$
94,984
9.71
%
$
44,021
4.50
%
$
63,587
6.50
%
Leverage ratio
$
127,061
8.61
%
$
59,053
4.00
%
$
73,817
5.00
%
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 of this Form 10-K.
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61
USCB Financial Holdings, Inc.
2021 10-K
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 and for the years ended December 31,
2021
2020
Pre-Tax Pre-Provision ("PTPP") Income:
Net income
$
21,077
$
10,820
Plus: Provision for income taxes
6,600
2,588
Plus: Provision for (recovery of) credit losses
(160)
3,250
PTPP income
$
27,517
$
16,658
PTPP Return on Average Assets:
PTPP income
$
27,517
$
16,658
Average assets
$
1,701,658
$
1,428,935
PTPP return on average assets
1.62%
1.17%
Operating Net Income:
Net income
$
21,077
$
10,820
Less: Net gains on sale of securities
214
434
Less: Tax
effect on sale of securities
(52)
(106)
Operating net income
$
20,915
$
10,492
Operating PTPP Income:
PTPP income
$
27,517
$
16,658
Less: Net gains on sale of securities
214
434
Operating PTPP Income
$
27,303
$
16,224
Operating PTPP Return on Average Assets:
Operating PTPP income
$
27,303
$
16,224
Average assets
$
1,701,658
$
1,428,935
Operating PTPP Return on average assets
1.60%
1.14%
Operating Return on Average Asset:
Operating net income
$
20,915
$
10,492
Average assets
$
1,701,658
$
1,428,935
Operating return on average assets
1.23%
0.73%
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62
USCB Financial Holdings, Inc.
2021 10-K
Years Ended December 31,
2021
2020
Operating Net Income Available to Common Stockholders:
Net income (GAAP)
$
21,077
$
10,820
Less: Preferred dividends
2,077
3,127
Less: Exchange and redemption of preferred shares
89,585
-
Net income (loss) available to common stockholders (GAAP)
(70,585)
7,693
Add back: Exchange and redemption of preferred shares
89,585
-
Operating net income avail. to common stock (non-GAAP)
(1)
$
19,000
$
7,693
Allocation of operating net income per common stock class:
Class A common stock
$
19,000
$
5,851
Class B common stock
$
-
$
1,842
Weighted average shares outstanding:
Class A common stock
Basic
10,507,530
3,887,480
Diluted
10,507,530
3,911,290
Class B common stock
Basic
-
6,121,052
Diluted
-
6,121,052
Diluted EPS:
(1)(2)
Class A common stock
Net income (loss) per diluted share (GAAP)
$
(6.72)
$
1.50
Add back: Exchange and redemption of preferred shares
8.53
-
Operating net income per diluted share (non-GAAP)
$
1.81
$
1.50
Class B common stock
Net income per diluted share (GAAP)
$
-
$
0.30
Add back: Exchange and redemption of preferred shares
-
-
Operating net income per diluted share (non-GAAP)
$
-
$
0.30
(1)
The Company believes these non-GAAP measurements
are a key indicator of the ongoing earnings
power of the Company.
(2)
During the year 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 on a 1 for 5 reverse stock split As such,
there are no issued and outstanding shares
of Class
B common stock at December 31, 2021.
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63
USCB Financial Holdings, Inc.
2021 10-K
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company,
we are not required to provide the information required
by this item.
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USCB Financial Holdings, Inc.
2021 10-K