What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-10 compared with 2022-08-11 · 439 added, 419 removed, 1229 unchanged (41% of the section changed)

4 unchanged sentences

except share data)

June 30, 2022

September 30, 2022

December 31, 2021

11 unchanged sentences

Bank owned life insurance

Deferred tax asset, net

Deferred tax assets, net

Lease right-of-use asset

Demand deposits

Money market and savings accounts

Interest-bearing checking accounts

Interest-bearing checking

Time deposits

8 unchanged sentences

per share liquidation preference;

issued and outstanding as of June 30, 2022

issued and outstanding as of September 30, 2022

and December 31, 2021

1 unchanged sentence

per share liquidation preference;

issued and outstanding as of June 30, 2022

issued and outstanding as of September 30, 2022

and December 31, 2021

1 unchanged sentence

per share liquidation preference;

issued and outstanding as of June 30, 2022

issued and outstanding as of September 30, 2022

and December 31, 2021

1 unchanged sentence

shares authorized;

issued and outstanding as of June 30, 2022

issued and outstanding as of September 30, 2022

and December 31, 2021

1 unchanged sentence

shares authorized;

outstanding as of June 30, 2022 and December

outstanding as of September 30, 2022 and

December 31, 2021

Additional paid-in capital on common stock

4 unchanged sentences

The accompanying notes are an integral part of

these consolidated financial statements.

these unaudited consolidated financial statements.

USCB Financial Holdings, Inc.

4 unchanged sentences

except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Interest income:

4 unchanged sentences

Interest expense:

Interest-bearing deposits

Interest-bearing checking

Money market and savings accounts

8 unchanged sentences

Non-interest income:

Gain (loss) on sale of securities available for sale,

(Loss) gain on sale of securities available for

Gain on sale of loans held for sale, net

12 unchanged sentences

Preferred stock dividend

Net income available to common stockholders

Exchange and redemption of preferred shares

Net income (loss) available to common stockholders

Per share information:

Class A common stock

Net income per share, basic

Net income per share, diluted

Net income (loss) per share, basic

Net income (loss) per share, diluted

Class B common stock

Net income per share, basic

Net income per share, diluted

Net loss per share, basic

Net loss per share, diluted

For further details on the allocation of net

2 unchanged sentences

The accompanying notes are an integral part of

these consolidated financial statements.

these unaudited consolidated financial statements.

USCB Financial Holdings, Inc.

4 unchanged sentences

(Dollars in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Other comprehensive income (loss):

3 unchanged sentences

available-for-sale to held-to-maturity

Reclassification adjustment for (gain) loss included

in net income

Reclassification adjustment for loss (gain) included in

Total other comprehensive income (loss), net of tax

1 unchanged sentence

The accompanying notes are an integral part of

these consolidated financial statements.

these unaudited consolidated financial statements.

USCB Financial Holdings, Inc.

6 unchanged sentences

Preferred Stock

Additional Paid-

in Capital on

Additional Paid-in

Accumulated Other

Comprehensive

1 unchanged sentence

Stockholders'

Balance at April 1, 2022

Balance at July 1, 2022

Other comprehensive loss

Stock-based compensation

Balance at June 30, 2022

Balance at April 1, 2021

Balance at September 30, 2022

Balance at July 1, 2021

Other comprehensive income

Dividends - preferred stock

Preferred stock repurchase

Issuance of Class A common stock,

net of offering

Exchange of preferred sock

( 11,109,025 )

Redemption of preferred stock

( 1,234,354 )

Stock-based compensation

Balance at June 30, 2021

Balance at September 30, 2021

Preferred Stock

8 unchanged sentences

Stock-based compensation

Balance at June 30, 2022

Balance at September 30, 2022

Balance at January 1, 2021

Other comprehensive loss

Reverse stock split 1 for 5 Common A

( 15,557,626 )

Adjusted balance at January 1, 2021

Other comprehensive income

Dividends - preferred stock

Preferred stock repurchase

Issuance of Class A common stock,

net of offering

Exchange of preferred sock

( 11,109,025 )

Redemption of preferred stock

( 1,241,854 )

Stock-based compensation

Balance at June 30, 2021

The accompanying notes are an integral part of

these consolidated financial statements.

Balance at September 30, 2021

The accompanying notes are an integral

part of these unaudited consolidated financial

USCB Financial Holdings, Inc.

3 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

Adjustments to reconcile net income to net

cash provided by operating activities:

Adjustments to reconcile net income

to net cash provided by operating activities:

Provision for credit losses

3 unchanged sentences

Stock-based compensation

Gain on sale of available for sale securities

Loss (gain) on sale of available for sale securities

Gain on sale of loans held for sale

1 unchanged sentence

life insurance

Decrease in deferred tax asset

Decrease in deferred tax assets

Net change in operating assets and liabilities:

3 unchanged sentences

Cash flows from investing activities:

Purchase of investment securities held to maturity

Purchase of investment securities held

Proceeds from maturities and pay-downs of investment

securities held to maturity

Purchase of investment securities available for

Purchase of investment securities available

Proceeds from maturities and pay-downs of investment

securities available for sale

Proceeds from sales of investment securities available

Proceeds from sales of investment securities

available for sale

Net increase in loans held for investment

1 unchanged sentence

Additions to premises and equipment

Proceeds from the sale of loans held for

Proceeds from the redemption of Federal Home

Loan Bank stock

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

1 unchanged sentence

Cash flows from financing activities:

Proceeds from issuance of Class A common stock, net

Proceeds from issuance of Class A common

Dividends paid

Redemption of Preferred stock Class C

Redemption of Preferred stock Class D

Redemption of Preferred stock Class E

1 unchanged sentence

Proceeds from Federal Home Loan Bank advances

Repayments on Federal Home Loan Bank advances

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 beginning

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information:

Supplemental disclosure of cash flow

Interest paid

Supplemental schedule of non-cash investing and

financing activities:

Transfer of loans held for investment to loans held for

Transfer of premises and equipment to assets held for

Lease liability arising from obtaining right-of-use assets

The accompanying notes are an integral part of

these consolidated financial statements.

Supplemental schedule of non-cash investing

and financing activities:

Transfer of loans held for investment to loans held

Transfer of investment securities from available-for-sale

to held-to-maturity

Transfer of premises and equipment to assets held

Lease liability arising from obtaining right-of-use

Exchange of Preferred stock Class C for

Class A common stock

Exchange of Preferred stock Class D for

Class A common stock

The accompanying notes are an integral

part of these unaudited consolidated financial

USCB FINANCIAL HOLDINGS, INC.

22 unchanged sentences

trading on the

Nasdaq Stock Market

in July 2021.

In December 2021,

the Bank exchanged

Market in July

2021, the Bank

exchanged all the

Shortly thereafter,

USCB Financial Holdings,

issued and outstanding

shares of Class

connection with

the Company acquired all issued and

outstanding shares of Class A voting

common stock of

in connection with

the reorganization

of structure.

For further information on the IPO and the exchange

and redemption of shares, see Note 8 “Stockholders’

the holding company

For further information

on the IPO and the exchange and redemption of shares

see Note 8 “Stockholders’ Equity”.

The Company’s

2 unchanged sentences

Financial Holdings,

as of June 30, 2022 and December

31, 2021 and for the three

and six month ended June

30, 2022 compared to only

Century Bank as of June 30, 2021 and for the three and six

months periods ended June 30, 2021.

September 30, 2022 and

December 31, 2021 and for

the three and

nine months ended

September 30, 2022 compared

Century Bank as of September 30, 2021

and for the three and nine months ended September

Basis of Presentation

15 unchanged sentences

estimates and

assumptions affect

the financial

12 unchanged sentences

Issued and Not Yet Adopted

Measurement of Credit Losses

on Financial Instruments

Measurement of Credit Losses on Financial Instruments

2016, the FASB issued

89 unchanged sentences

statements when adopted.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2022 Form 10-Q

INVESTMENT SECURITIES

5 unchanged sentences

value of investment securities at the dates indicated (in

June 30, 2022

September 30, 2022

Available-for-sale:

12 unchanged sentences

Corporate bonds

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2022 Form 10-Q

December 31, 2021

13 unchanged sentences

Corporate bonds

investment securities

amortized cost

million, respectively,

were transferred

available-for-sale

held-to-maturity

These securities had a net unrealized gain

million on the date of transfer,

with no immediate impact to net

income on the transfer

The unrealized gain or

loss of each security

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

retained in AOCI are being amortized over the remaining

life of the transferred securities.

For the three

months and the six

months ended June 30, 2022, total amortization

out of AOCI for net unrealized gains

on securities transferred from AFS to

thousand and $

thousand, respectively.

transferred securities totaling $

million matured

during the second quarter of 2022.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2022 Form 10-Q

quarter ended

September 30, 2022

ended December 31,

Company transferred,

million and $

million, respectively, of securities from available-for-sale (“AFS”) to held-to-maturity (“HTM”).

respectively,

comprehensive

gains or losses were recognized to income at the transfer

Gains and losses on

5 unchanged sentences

gross gains and realized gross losses on sales and

debt securities for the three and six months ended June

debt securities for the three and nine months ended September

30, 2022 and 2021 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Available-for-sale:

16 unchanged sentences

Held-to-maturity

June 30, 2022:

September 30, 2022:

Due within one year

Due after one year through five years

5 unchanged sentences

Mortgage-backed securities - commercial

At June 30, 2022, there were

no securities held in the

portfolio from any one issuer,

in an amount greater than

stockholders’

collateralized

mortgage obligations and mortgage-backed securities are issued by United States sponsored entities

at June 30, 2022 and

December 31, 2021.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2022 Form 10-Q

At September 30,

securities held

portfolio from

amount greater

10% of total stockholders’

equity other than the United States Government and

Government Agencies.

All the collateralized

mortgage-backed

September 30,

2022 and December 31, 2021.

Information pertaining

9 unchanged sentences

dates (in thousands):

June 30, 2022

September 30, 2022

Less than 12 months

7 unchanged sentences

Corporate bonds

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2022 Form 10-Q

December 31, 2021

7 unchanged sentences

Bank subordinated debt securities

As of June 30,

September 30,

the unrealized

losses associated

investment securities

transferred from

associated with changes in the cost basis upon transfer

between portfolios.

of investment

impact associated with changes in the cost basis of the

securities upon transfer between portfolios.

The Company performs a review

7 unchanged sentences

impaired on an other-

than-temporary (“OTTI”) basis.

than-temporary

(“OTTI”) basis.

considers several factors in

11 unchanged sentences

defaults and (v) the 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

The Company does not consider these

investments to be OTTI as the

decline in market value is attributable

interest rates

1 unchanged sentence

investments before

its amortized

more likely than

required to sell the securities before maturity.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2022 Form 10-Q

Pledged Securities

8 unchanged sentences

variable interest rate

on prevailing rates at the time funding is requested.

As of June 30, 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 maintain public deposits

from cities, municipalities, and the state

These public deposits

on prevailing rates

of September 30,

any securities

pledged under this agreement.

The Company is a Qualified

Public Depositor (“QPD”) with

the State of Florida.

a QPD, the Company has

authority to maintain public deposits from cities, municipalities, and

the State of Florida.

These public deposits are secured

by securities

3 unchanged sentences

in the public funds program.

As of June 30, 2022, the Company had a total of $

million in deposits under the public funds program and pledged

to the state of Florida for these public funds were

corporate bonds with an aggregate fair value of $

As of September 30,

2022, the Company

had a total of

million in deposits

under the public funds

deposits under

funds program

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2022 Form 10-Q

The following table is a summary of the distribution of

loans held for investment by type (in thousands):

June 30, 2022

The following table is a summary of the distribution of loans

held for investment by type (in thousands):

September 30, 2022

December 31, 2021

7 unchanged sentences

Allowance for credit losses

respectively,

commercial real estate

and residential mortgage loans

pledged as collateral

At September 30,

December 31, 2021,

million and $

million respectively,

real estate and residential

mortgage loans pledged as

collateral for lines of

credit with the

7 unchanged sentences

the funds had to be used towards payroll cost, mortgage interest, rent, utilities and other costs related to COVID-19.

specific criteria

June 30, 2022 and

million at December 31,

2021, which are

categorized as commercial

and industrial loans.

PPP loans had deferred loan fees of $

thousand at June 30, 2022 and $

loans are forgivable under specific criteria as determined by the SBA.

The Company had PPP loans totaling $

September 30, 2022

December 31, 2021,

categorized as

commercial and

industrial loans.

These PPP loans had deferred loan fees of $

thousand at September 30, 2022 and $

million at December 31, 2021.

respectively,

interest income

ended September 30, 2022

and 2021, respectively,

which is reported

under loans, including

fees, within the

Statements of Operations.

8 unchanged sentences

Q3 2022 Form 10-Q

Changes in the allowance for credit losses for

the three and six months ended June 30, 2022 and

2021 were as follows

(in thousands):

the allowance

September 30, 2022

as follows (in thousands):

and Industrial

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Beginning balance

1 unchanged sentence

Ending Balance

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Beginning balance

2 unchanged sentences

and Industrial

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

Beginning balance

1 unchanged sentence

Ending Balance

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Beginning balance

5 unchanged sentences

Q3 2022 Form 10-Q

Allowance for credit losses and the

outstanding balances in loans as

of June 30, 2022 and December

31, 2021 are as

follows (in thousands):

Allowance for

credit losses

outstanding balances

loan categories

September 30,

and December 31, 2021 are as follows (in thousands):

and Industrial

June 30, 2022:

September 30, 2022:

Allowance for credit losses:

54 unchanged sentences

presented below for the periods indicated (in thousands):

As of June 30, 2022

As of September 30, 2022

Residential real estate:

Home equity line of credit ("HELOC") and other

Home equity line of credit and other

1-4 family residential

5 unchanged sentences

Commercial property

Leasehold improvements

Commercial and industrial:

8 unchanged sentences

Residential real estate:

Home equity line of credit ("HELOC") and other

Home equity line of credit and other

1-4 family residential

21 unchanged sentences

payment performance

December 31, 2021 (in thousands):

As of June 30, 2022:

The following

tables include

accruing loans

of September 30,

and December 31, 2021 (in thousands):

As of September 30, 2022:

Residential real estate:

7 unchanged sentences

Commercial property

Leasehold improvements

Commercial and industrial:

19 unchanged sentences

Consumer and other

interest income recognized attributable to nonaccrual loans outstanding during June 30, 2022 and 2021.

Interest income on

these loans for

interest income recognized

attributable to nonaccrual

loans outstanding during

the three months

ended June 30, 2022

and 2021, would

have been approximately $

thousand, respectively,

had these loans performed in accordance with their original terms.

September 30, 2022 and 2021.

Interest income on these loans for the three

months ended September 30, 2022 and 2021,

approximately

respectively,

original terms.

Impaired Loans

5 unchanged sentences

the dates indicated (in thousands):

June 30, 2022

September 30, 2022

December 31, 2021

14 unchanged sentences

table presents

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Residential real estate

2 unchanged sentences

Consumer and other

Interest income recognized on

impaired loans for the

three months ended June

30, 2022 and 2021

September 30,

thousand and $

thousand, respectively.

Interest income

recognized on

impaired loans

ended June 30,

September 30,

thousand and $

thousand, respectively.

9 unchanged sentences

The following table presents performing and non-performing

TDRs at the dates indicated (in thousands):

June 30, 2022

TDR loans at the dates indicated (in thousands):

September 30, 2022

December 31, 2021

7 unchanged sentences

thousand and $

thousand of specific allowance

for TDR loans at

June 30, 2022

thousand of specific allowance for

TDR loans at September 30,

2021, respectively.

June 30, 2022 and 2021.

commitments outstanding to lend additional funds to any of these TDR customers

as of June 30, 2022.

ended September

outstanding to

lend additional

TDR loan customers as of September 30, 2022.

quarter ended

September 30, 2022

were modified

within the prior

Company also did

new TDR loans

for the three

and six months ended

2022 and 2021.

ended September 30, 2022 and 2021.

USCB FINANCIAL HOLDINGS, INC.

4 unchanged sentences

in the following table for the dates indicated (in thousands):

Six Months Ended June 30,

The actual income tax

expense for the six

months ended June 30, 2022 and

2021 differs from the statutory

for the year (computed by applying the

federal corporate tax rate of

% for 2022 and 2021 to

income before provision

for income taxes) as follows (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

The actual income tax expense for the nine months

ended September 30, 2022 and 2021 differs

from the statutory tax

period (computed

before provision for income taxes) as follows (in thousands):

Nine Months Ended September 30,

Federal taxes at statutory rate

3 unchanged sentences

tax liabilities as of the dates indicated were (in thousands):

June 30, 2022

September 30, 2022

December 31, 2021

9 unchanged sentences

Deferred tax liability:

Deferred loan cost

Lease right of use asset

5 unchanged sentences

carryforwards

expiring in various amounts between 2031 and 2036 and are

limited to future taxable earnings of the Company.

expiring in various amounts between

2031 and 2036 and which are

limited to offset, to the

extent permitted, future taxable

earnings of the Company.

In assessing the realizability of deferred tax assets, management considers

whether it is more likely than not that some

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q3 2022 Form 10-Q

In assessing the realizability of deferred tax assets, management considers

whether it is more likely than not that some

upon the generation of

7 unchanged sentences

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

exceptions, the

tax examinations

The major tax

jurisdictions where the

Company files income

tax returns are

jurisdiction and

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

June 30, 2022

any unrecognized

tax positions

current period.

For the three months ended

September 30, 2022 and

2021, the Company did

t have any unrecognized

as a result of

tax positions taken during a prior

period or during the current period.

Additionally,

interest or penalties were

recorded as a result of tax uncertainties.

18 unchanged sentences

sheet instruments.

The Company's exposure

to credit loss

of nonperformance by

the other party

to the financial

The Company's

exposure to credit

event of nonperformance

financial instruments

for unused lines of credit, and standby letters of credit

is represented by the contractual amount of these commitments.

June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022

September 30, 2022 and December 31, 2021 (in thousands):

September 30, 2022

December 31, 2021

24 unchanged sentences

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.

Essentially all letters of credit have fixed maturity dates and since

many of them expire without being drawn

upon, they do not generally present a significant liquidity

risk to the Company.

The Company utilizes interest rate swap agreements

1 unchanged sentence

to help manage

notional amount

interest rate

not represent

its interest rate risk exposure

The notional amount of

the interest rate swaps

do not represent actual

amounts exchanged

The amounts exchanged are

determined by reference to

the notional amount and the

other terms of the individual

interest rate swap agreements.

are determined

notional amount

individual interest rate swap agreements.

The Company enters into interest rate swaps with its loan customers.

1 unchanged sentence

interest rate swaps

September 30,

December 31, 2021,

7 unchanged sentences

which the Company reports as other

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2022 Form 10-Q

the Consolidated

3 unchanged sentences

accounting purposes.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2022 Form 10-Q

The following table reflects the Company’s customer-related

1 unchanged sentence

Balance Sheet Location

June 30, 2022:

September 30, 2022:

Derivatives not designated as hedging instruments:

122 unchanged sentences

classified within Level 2 of the hierarchy.

The following table represents the Company's assets measured at fair value on a recurring basis at June 30, 2022 and

December 31, 2021 for each of the fair value hierarchy

levels (in thousands):

June 30, 2022

September 30, 2022 and December 31, 2021 for each

of the fair value hierarchy levels (in thousands):

September 30, 2022

December 31, 2021

13 unchanged sentences

on a Non-recurring Basis

Impaired Loans:

At September 30, 2022

and December 31, 2021,

in accordance with

provisions of the

loan impairment

guidance, individual loans with

7 unchanged sentences

the allowance

June 30, 2022

and December 31, 2021, respectively.

Loans applicable to write-downs, or impaired loans, are estimated using the present

September 30,

respectively.

present value

appraised value

underlying collateral

discounted as

necessary due

management's estimates of changes in economic conditions

23 unchanged sentences

Q3 2022 Form 10-Q

The following table represents the Company’s assets measured at fair value on a non-recurring basis at June 30, 2022

and December 31, 2021 for each of the fair value hierarchy

levels (in thousands):

June 30, 2022:

The following table represents the Company’s assets measured at

fair value on a non-recurring basis

at September 30,

2022 and December 31, 2021 for each of the fair value

hierarchy levels (in thousands):

September 30, 2022:

Impaired loans

5 unchanged sentences

measurements for assets measured

value on a non-recurring basis at June 30, 2022 and December

31, 2021 (in thousands):

value on a non-recurring basis at September 30, 2022

and December 31, 2021 (in thousands):

Valuation Technique(s)

Unobservable Input(s)

June 30, 2022:

September 30, 2022:

Residential real estate

19 unchanged sentences

impaired loans

financial liabilities measured

at fair value on a

non-recurring basis at June

30, 2022 and December

non-recurring

September 30,

December 31, 2021.

USCB FINANCIAL HOLDINGS, INC.

9 unchanged sentences

not carried at fair

value as of June 30, 2022 and December 31, 2021 (in

value as of September 30, 2022 and December 31, 2021 (in

Fair Value Hierarchy

June 30, 2022:

September 30, 2022:

Financial Assets:

42 unchanged sentences

at the 1 for 5 reverse stock split of

Changes in Stockholders’ Equity.

“Board”) to include

Class B common

stock would also

be paid as if

the Class B common

stock had converted.

reverse stock

split resulted

in adjustments

to Consolidated

Balance Sheets,

Consolidated Statements

of Operations,

Consolidated Statements of Changes in Stockholders’

USCB FINANCIAL HOLDINGS, INC.

7 unchanged sentences

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

shares of Class B common

stock were exchanged for

shares of Class A common stock.

In December 2021,

USCB Financial Holdings,

(the “Company”)

acquired all the

issued and outstanding

the Class A voting

common stock of

(the “Bank”), which are

the only issued and

outstanding shares of

the Bank’s capital

stock, in a share

exchange (the “Reorga

nization”) effected

under the Florida

the Bank entered

into agreements with

shareholders to exchange

all outstanding shares

five shares of

Class B common

shares of Class A common stock.

In December 2021, the

Company acquired all

the issued and outstanding

shares of the Class

A voting common

of the Bank, which at

the time were the only issued

and outstanding shares of the Bank’s capital stock,

in a share exchange

(the “Reorganization”)

effected under

Business Corporation

Each of the outstanding

shares of the

Bank’s common stock,

per share, formerly

was converted into and

exchanged for one newly issued

share of the Company’s common stock,

and the Bank became the Company’s wholly owned

of the outstanding

Class A common stock, par value $

per share, formerly held by its shareholders was converted into and exchanged for

common stock,

Company’s wholly owned subsidiary.

Reorganization,

2 unchanged sentences

same designations,

powers, preferences,

qualifications,

39 unchanged sentences

Class D preferred

30, 2022 and December

31, 2021, there were

preferred shares and

outstanding dividends

to be paid these on.

September 30,

outstanding dividends to be paid.

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q3 2022 Form 10-Q

The following dividend

amounts were paid

on the preferred

shares for the

three and six

months ended June 30,

The following dividend amounts were paid on the preferred shares for the three

and nine months ended September 30,

2022 and 2021 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Preferred stock - Class C:

19 unchanged sentences

dividends were approved by

the Board for the

common stock classes

the Board for

the common stock classes

for the three

months ended June 30,

months ended September 30, 2022

Additionally, there were

dividends declared and unpaid as of September 30,

2022 and 2021.

Additionally,

dividends declared and unpaid as of June 30, 2022 and 2021.

significantly

capitalized” guidelines.

total risk-based

capital ratio

September 30,

%, respectively.

19 unchanged sentences

the period determined using the treasury-stock method.

purposes of this calculation, common stock equivalents

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 and six

months ended June 30, 2022, net

income available to common stockholders

September 30,

stockholders was

not allocated between

Class B common

stock since there were

no issued and outstanding

shares of Class

common stock as of June 30, 2022.

To calculate EPS for the three and six

months ended June 30, 2021, net

income available to common stockholders

stockholders.

outstanding shares

shares outstanding

period giving

5 reverse stock

issued and outstanding

shares of Class B common stock as of September 30, 2022.

September 30,

stockholders was allocated as if all the income for

the period were distributed to common stockholders.

The allocation was

outstanding shares per

common share class to

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

shares was calculated based on their

the distribution of net

stockholders be

A stock splits.

Therefore, the

income allocated

common shares was calculated based on their

% per share equivalent to Class A common shares.

3 unchanged sentences

Q3 2022 Form 10-Q

The following

table reflects

the calculation

income available

ended June 30, 2022 and 2021 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

months ended September 30, 2022 and 2021 (in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Preferred stock dividends

Net income available to common stockholders

Exchange and redemption of preferred shares

Net income (loss) available to common stockholders

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q3 2022 Form 10-Q

The following table reflects

the calculation of basic

and diluted earnings per

common share class

for the three

months ended June 30, 2022 and 2021 (in thousands,

The following table reflects the calculation of basic and diluted earnings per common share class for the three and nine

months ended September 30, 2022 and 2021 (in thousands,

except per share amounts):

Three Months Ended June 30,

Net income available to common shares before allocation

Three Months Ended September 30,

Net income (loss) available to common shares before allocation

% allocated on weighted avg.

shares outstanding

Net income available to common shares after allocation

Net income (loss) available to common shares after allocation

Weighted average shares outstanding

Earnings per share, basic

Net income available to common shares before allocation

Earnings (loss) per share, basic

Net income (loss) available to common shares before allocation

% allocated on weighted avg.

shares outstanding

Net income available to common shares after allocation

Net income (loss) available to common shares after allocation

Weighted average shares outstanding for basic EPS

2 unchanged sentences

shares including dilutive potential common shares

Earnings per share, diluted

Earnings (loss) per share, diluted

Anti-dilutive stock options excluded from diluted EPS

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.

Net loss available to common shares between Class

A and Class B common stock was allocated based

on the weighted average number of shares

The allocation also assumes that

Class B shares had converted to Class A shares which is equivalent

per share of Class B

Class B shares had converted to Class

A shares which is equivalent to

per share of Class B or

shares of Class A shares.

3 unchanged sentences

Q3 2022 Form 10-Q

Six Months Ended June 30,

Net income available to common shares before allocation

Nine Months Ended September 30,

Net income (loss) available to common shares before allocation

% allocated on weighted avg.

shares outstanding

Net income available to common shares after allocation

Net income (loss) available to common shares after allocation

Weighted average shares outstanding

Earnings per share, basic

Net income available to common shares before allocation

Earnings (loss) per share, basic

Net income (loss) available to common shares before allocation

% allocated on weighted avg.

shares outstanding

Net income available to common shares after allocation

Net income (loss) available to common shares after allocation

Weighted average shares outstanding for basic EPS

2 unchanged sentences

shares including dilutive potential common shares

Earnings per share, diluted

Earnings (loss) per share, diluted

Anti-dilutive stock options excluded from diluted EPS

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.

Net loss available to common shares between Class

A and Class B common stock was allocated based

on the weighted average number of shares

The allocation also assumes that

Class B shares had converted to Class A shares which is equivalent

to 0.20 per share of Class B

or 1,224,212 shares of Class A shares.

Class B shares had converted to Class

A shares which is equivalent to

per share of Class B or

shares of Class A shares.

See Note 8 “Stockholders’ Equity” for further discussion

of the stock split.

of the reverse stock split effected in 2021.

LOSS CONTINGENCIES

7 unchanged sentences

adverse effect

on the Company’s

Consolidated Financial Statements.

on the Company’s Consolidated Financial Statements.

USCB Financial Holdings, Inc.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements