Item 2. Management’s Discussion and Analysis
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
The
following
discussion
and
analysis
is
designed
to
provide
a
better
understanding
of
the
consolidated
financial
condition
and
results
of
operations
of the
Company
and the
Bank,
its wholly
owned subsidiary,
for
the quarter
and nine
months ended
September 30, 2022. This
discussion and analysis
is best
read in
conjunction with
the unaudited consolidated
financial
statements
and
related
footnotes
included
in
this
quarterly
report
on
Form
10-Q
and
the
audited
consolidated
financial statements
and related
footnotes
included in
the Annual
Report filed
on the
Form 10-K
(“2021 form
10-K”) filed
with the Securities and Exchange Commission (“SEC”) for
the year ended December 31, 2021.
This discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause
actual results to differ materially
from management's expectations. Factors that could cause
such differences are discussed
in the
sections entitled
"Forward-Looking Statements"
and Item
1A “Risk Factors"
below and
in the
2021 Form
10-K filed
with the SEC which is available at the SEC’s website www.sec.gov.
Throughout
this
document,
references
to
“we,”
“us,”
“our,”
and
“the
Company”
generally
refer
to
USCB
Financial
Holdings, Inc.
Forward-Looking Statements
This Quarterly Report
on Form 10-Q
(“Form 10-Q”) contains
statements that are
not historical in
nature and 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 (Exchange Act”). The words “may,”
“will,” “anticipate,” “should,” “would,”
“believe,”
“contemplate,”
“expect,”
“aim,”
“plan,”
“estimate,”
“continue,”
and
“intend,”
as
well
as
other
similar
words
and
expressions of
the future,
are intended
to identify
forward-looking statements.
These forward-looking
statements include,
but
are
not
limited
to,
statements
related
to
our
projected
growth,
anticipated
future
financial
performance,
and
management’s long-term performance
goals, as
well as
statements relating
to the
anticipated effects on
results of
operations
and
financial
condition
from
expected
developments
or
events,
or
business
and
growth
strategies,
including
anticipated
internal growth.
These forward-looking statements involve significant risks and uncertainties that could cause our actual results to differ
materially from those anticipated in such statements.
Potential risks and uncertainties include, but are not
limited to:
•
the strength of the United States economy
in general and the strength of the local
economies in which we conduct
operations;
•
the continuation
of 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;
•
continuing high
levels of
inflation, changes
in market
interest rates,
the unemployment
rate, as
well as
monetary
fluctuations, in particular in reaction to inflation and changes
in interest rates
•
increased competition and its effect on the pricing
of our products and services as well as our margin;
•
the effectiveness of our risk management strategies, including operational risks, including, but not limited to, client,
employee, or third-party fraud and security breaches; and
•
other risks described in this Form 10-Q, the 2021 Form
10-K and other filings we make with the SEC.
All
forward-looking
statements
are
necessarily
only
estimates
of
future
results,
and
there
can
be
no
assurance
that
actual results will
not differ
materially from expectations.
Therefore, you are
cautioned not to
place undue reliance
on any
forward-looking statements.
Further,
forward-looking statements
included in
this Form
10-Q are
made only
as of the
date
Table of Contents
32
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
hereof, and we undertake
no obligation to update
or revise any forward-looking
statement to reflect events
or circumstances
occurring 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
in December
2021, U.S. Century Bank (“Bank”) filed with the Federal
Deposit Insurance Corporation (“FDIC”).
Non-GAAP Financial Measures
This Form 10-Q
includes financial information determined by
methods other than in
accordance with generally accepted
accounting principles (“GAAP”). This financial information
includes certain operating performance measures.
Management
has included these non-GAAP measures because it believes these
measures may provide useful supplemental information
for evaluating the Company’s underlying performance trends. Further, management uses these measures in
managing and
evaluating
the
Company’s
business
and
intends
to
refer
to
them
in
discussions
about
our
operations
and
performance.
Operating performance measures
should be viewed in
addition to, and not
as an alternative to
or substitute for,
measures
determined in accordance with GAAP,
and are not necessarily comparable to non-GAAP measures that may
be presented
by other companies. To the extent applicable, reconciliations of these
non-GAAP measures to the most
directly comparable
GAAP
measures
can
be
found
in
the
section
“Reconciliation
and
Management
Explanation
of
Non-GAAP
Financial
Measures” included in this Form 10-Q.
Overview
The Company,
the holding company of
the Bank, reported
net income of
$5.6 million or
$0.28 per diluted
share for Class
A common stock for the three
months ended September 30,
2022, compared with
net income of $6.6
million or $5.11 loss
and $1.02
loss per
diluted
share for
Class A and
Class B
common stock,
respectively, for
the same
period in
2021. The
losses per share for the Class
A and Class
B common stock for the quarter ended September 30, 2021 reflected the effects
of the exchange and redemption
of the Bank’s preferred
shares. In December 2021,
the Company agreed to
exchange all
the outstanding
shares
of Class
B common
stock for
Class A common
stock at
a ratio
of one
share of
Class A common
stock for
each five shares
of Class B
common stock. As
of September 30,
2022 and
December 31, 2021,
the Company’s
only class of securities issued and outstanding was Class A common stock.
During the
first quarter
of 2022,
the Board
of Directors
(the “Board”)
approved a
share repurchase
program of
up to
750,000 shares of Class A common stock.
Under the repurchase program,
the Company may
purchase shares of Class A
common stock
on a
discretionary basis
from time
to time. As
of September 30,
2022, the
Company had
not repurchased
any shares.
In
evaluating
our
financial
performance,
we
consider
the
level
of
and
trends
in
net
interest
income,
the
net
interest
margin, the cost of deposits,
levels and composition of
non-interest income and non-interest
expense, performance ratios,
asset quality ratios, regulatory capital ratios, and any significant
event or transaction.
Unless
otherwise
stated,
all
period
comparisons
in
the
bullet
points
below
are
calculated
for
the
quarter
ended
September 30, 2022 compared to the quarter ended September
30, 2021 and annualized where appropriate:
•
Net
interest
income
increased
$3.3
million
or
24.5%
to
$16.8 million
from
$13.5
million
for
the
quarter
ended
September 30, 2021.
•
Net interest margin (“NIM”) increased to 3.47% from 3.19%
for the third quarter of 2021.
•
Total assets exceeded $2.0 billion, an increase of $183
.5 million or 9.9%, compared to December 31, 2021.
•
Total loans grew to $1.4 billion, an increase of $241.4 million
or 20.3%, compared to December 31, 2021.
•
Total deposits increased $206.3 million or 13.0% to $1.8
billion from $1.6 billion at December 31, 2021.
•
Annualized return on average assets was 1.09% compared
to 1.50% at September 30, 2021.
•
Annualized return on average stockholders’ equity was 11.90% compared to
13.41% at September 30, 2021.
•
The
allowance
for
credit
losses
to
total
loans
ratio
decreased
to
1.16%
at
September 30,
2022
from
1.27%
at
September 30, 2021.
•
Non-performing loans to total loans was 0.00% at September
30, 2022 and September 30, 2021.
Table of Contents
33
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
•
At September 30, 2022, the
total risk-based capital ratio for
the Company and the
Bank was 13.65%
and 13.58%,
respectively.
•
Tangible book
value
per common
share (a
Non-GAAP
financial measure)
was $8.87
as of
September 30,
2022,
compared
to
$10.10
at
September 30,
2021.
The
decline
was
primarily
driven
by
unrealized
security
losses
in
accumulated
other
comprehensive
income
at
September 30,
2022.
See
“Reconciliation
and
Management
Explanation for Non-GAAP Financial Measures” for a reconciliation of
this non-GAAP financial measure.
Critical Accounting Policies and Estimates
The
consolidated
financial
statements
are
prepared
based
on
the
application
of
U.S.
GAAP,
the
most
significant
of
which are described in Note 1 “Summary of Significant Accounting Policies” in the Company’s 2021 Form 10-K. To prepare
financial
statements
in
conformity
with
GAAP,
management
makes
estimates,
assumptions,
and
judgments
based
on
available information. These estimates,
assumptions, and judgments affect
the amounts reported in
the financial statements
and accompanying notes. These estimates, assumptions,
and judgments are based on information available as of the date
of the financial statements and,
as this information changes, actual results
could differ from the estimates, assumptions and
judgments reflected
in the
financial statements.
In particular,
management
has identified
accounting
policies that,
due to
the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.
Management has presented the application of these policies
to the Audit and Risk Committee of our Board.
Allowance for Credit Losses
The allowance for credit
losses (“ACL”) is
a valuation allowance that
is established through charges
to earnings in the
form of
a provision for
credit losses. The
amount of the
ACL is
affected by the
following: (i) charge-offs
of loans that
decrease
the allowance;
(ii) subsequent
recoveries on
loans previously
charged off
that increase
the allowance;
and (iii)
provisions
for credit losses charged to
income that increase the allowance.
Management considers the policies
related to the ACL as
the most critical to
the financial statement
presentation. The total
ACL includes activity
related to allowances
calculated in
accordance with Accounting Standards Codification (“ASC”) 310,
Receivables, and ASC 450, Contingencies.
Throughout the year,
management estimates the probable
incurred losses in the loan portfolio
to determine if the ACL
is adequate to absorb such losses. The ACL
consists of specific and general components.
The specific component relates
to loans that
are individually classified
as impaired. We
follow a loan
review program to
evaluate the credit
risk existing in
the loan
portfolio. Loans
that have
been identified
as impaired
are reviewed
on a
quarterly basis
to determine
whether a
specific reserve is required. The general component covers non-impaired loans
and is based on 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.
Income Taxes
Deferred tax
assets and
liabilities are
recognized for
the future
tax consequences
attributable to
differences
between
the financial statement carrying amounts of
existing assets and liabilities and their
respective tax bases and operating loss
and tax credit carryforwards. Deferred tax
assets and liabilities are measured
using enacted tax rates expected
to apply to
taxable income
in the
years in
which those
temporary differences
are expected
to be
recovered or
settled. The
effect
on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date.
Management is required to assess whether a valuation allowance should be established on the net deferred tax assets
based on the
consideration of
all available evidence
using a more
likely than not
standard. In its
evaluation, management
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.
Table of Contents
34
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
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):
September 30, 2022
December 31, 2021
Consolidated Balance Sheets:
Total
assets
$
2,037,453
$
1,853,939
Total
loans
(1)
$
1,431,513
$
1,190,081
Total
deposits
$
1,796,642
$
1,590,379
Total
stockholders' equity
$
177,417
$
203,897
(1)
Loan amounts include deferred fees/costs.
Three Months Ended September 30,
Nine Months Ended September 30,
2022
2021
2022
2021
Consolidated Statements of Operations:
Net interest income before provision for credit losses
$
16,774
$
13,471
$
46,795
$
38,420
Total
non-interest income
$
1,789
$
4,217
$
5,351
$
8,054
Total
non-interest expense
$
10,132
$
9,007
$
29,295
$
26,358
Net income
$
5,558
$
6,593
$
15,707
$
15,427
Net income (loss) available to common stockholders
$
5,558
$
(83,534)
$
15,707
$
(76,235)
Profitability:
Efficiency ratio
54.58%
50.92%
56.18%
56.72%
Net interest margin
3.47%
3.19%
3.36%
3.22%
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.
Three months ended September 30, 2022 compared to the three months
ended September 30, 2021
Net income decreased
to $5.6 million
for the three
months ended
September 30, 2022
from $6.6
million for the
same
period
in
2021.
Net
income
available
to
common
stockholders
increased
$89.0
million
for
the
three
months
ended
September 30, 2022 compared
to the
same period
in 2021
primarily because the
2021 period
reflected the
effect of
preferred
dividends paid and the $89.6 million exchange and redemption
of the Bank’s preferred shares.
Nine months ended September 30, 2022 compared to nine months ended
September 30, 2021
Net income increased to $15.7
million for the nine months
ended September 30, 2022
from $15.4 million for the
same
period in
2021. Net income
available to
common stockholders increased
$91.9 million for
the September 30, 2022
compared
to the same
period in
2021 primarily
because of
an increase
in net interest
income in 2022
and the 2021
period reflected
the effect of preferred dividends paid and the $89.6 million
exchange and redemption of the Bank’s preferred shares.
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
Table of Contents
35
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
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 yields 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 indirect 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.
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36
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
The following table contains information related
to average balance sheet, average yields
on assets, and average costs
of liabilities for the periods indicated (in thousands):
Three Months Ended September 30,
2022
2021
Average
Balance
(1)
Interest
Yield/Rate
(2)
Average
Balance
Interest
Yield/Rate
(2)
Assets
Interest-earning assets:
Loans
(3)
$
1,398,761
$
15,954
4.53
%
$
1,144,275
$
12,538
4.29
%
Investment securities
(4)
450,514
2,201
1.94
%
399,745
1,858
1.86
%
Other interest earnings assets
70,540
322
1.81
%
109,639
38
0.14
%
Total
interest-earning assets
1,919,815
18,477
3.82
%
1,653,659
14,434
3.43
%
Non-interest earning assets
106,976
87,764
Total
assets
$
2,026,791
$
1,741,423
Liabilities and stockholders' equity
Interest-bearing liabilities:
Interest-bearing checking
$
66,585
19
0.11
%
$
55,621
16
0.11
%
Money market and savings accounts
823,521
1,141
0.55
%
627,654
501
0.32
%
Time deposits
217,023
363
0.66
%
229,055
306
0.53
%
Total
interest-bearing deposits
1,107,129
1,523
0.55
%
912,330
823
0.36
%
Borrowings and repurchase agreements
43,935
180
1.63
%
36,000
140
1.52
%
Total
interest-bearing liabilities
1,151,064
1,703
0.59
%
948,330
963
0.40
%
Non-interest bearing demand deposits
655,853
564,928
Other non-interest-bearing liabilities
34,586
33,156
Total
liabilities
1,841,503
1,546,414
Stockholders' equity
185,288
195,009
Total
liabilities and stockholders' equity
$
2,026,791
$
1,741,423
Net interest income
$
16,774
$
13,471
Net interest spread
(5)
3.23
%
3.03
%
Net interest margin
(6)
3.47
%
3.19
%
(1)
Average balances - Daily average balances are used
to calculate yields/rates.
(2)
Annualized.
(3)
Average loan balances include non-accrual loans. Interest income
on loans includes accretion of deferred
loan fees, net of deferred loan costs.
(4)
At fair value except for securities held to maturity. Includes FHLB stock.
(5)
Net interest spread is the average yield on
total interest-earning assets minus the average
rate on total interest-bearing liabilities.
(6)
Net interest margin is the ratio of net interest
income to average total interest-earning assets.
Table of Contents
37
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
Nine Months Ended September 30,
2022
2021
Average
Balance
(1)
Interest
Yield/Rate
(2)
Average
Balance
(1)
Interest
Yield/Rate
(2)
Assets
Interest-earning assets:
Loans
(3)
$
1,302,909
$
42,989
4.41
%
$
1,101,782
$
35,944
4.30
%
Investment securities
(4)
484,489
7,040
1.94
%
374,318
5,670
2.02
%
Other interest-earnings assets
76,655
474
0.83
%
96,561
77
0.11
%
Total
interest-earning assets
1,864,053
50,503
3.62
%
1,572,661
41,691
3.50
%
Non-interest earning assets
105,914
86,407
Total
assets
$
1,969,967
$
1,659,068
Liabilities and stockholders' equity
Interest-bearing liabilities:
Interest-bearing checking
$
65,798
52
0.11
%
$
50,971
45
0.12
%
Money market and savings accounts
780,564
2,307
0.40
%
601,550
1,572
0.35
%
Time deposits
221,504
893
0.54
%
237,633
1,239
0.70
%
Total
interest-bearing deposits
1,067,866
3,252
0.30
%
890,154
2,856
0.43
%
Borrowings and repurchase agreements
38,788
456
1.57
%
36,000
415
1.52
%
Total
interest-bearing liabilities
1,106,654
3,708
0.45
%
926,154
3,271
0.47
%
Non-interest bearing demand deposits
642,396
528,035
Other non-interest-bearing liabilities
29,608
26,954
Total
liabilities
1,778,658
1,481,143
Stockholders' equity
191,309
177,925
Total
liabilities and stockholders' equity
$
1,969,967
$
1,659,068
Net interest income
$
46,795
$
38,420
Net interest spread
(5)
3.17
%
3.03
%
Net interest margin
(6)
3.36
%
3.22
%
(1)
Average balances - Daily average balances are used
to calculate yields/rates.
(2)
Annualized.
(3)
Average loan balances include non-accrual loans. Interest income
on loans includes accretion of deferred loan
fees, net of deferred loan costs.
(4)
At fair value except for securities held to maturity. Includes FHLB stock.
(5)
Net interest spread is the average yield on
total interest-earning assets minus the average
rate on total interest-bearing liabilities.
(6)
Net interest margin is the ratio of net interest
income to average total interest-earning assets.
Three months ended September 30, 2022 compared to the three months
ended September 30, 2021
Net interest income before the provision
for credit losses was $16.8 million
for the three months ended
September 30,
2022, an
increase
of
$3.3 million
or
24.5%,
from
$13.5 million
for
the same
period in
2021. This
increase
was
primarily
attributable to higher income from larger loan and investment portfolios
combined with an increase in the weighted average
loan yield.
Included with loan interest income are PPP interest and loan fees totaling $145
thousand and $1.1 million for the three
months ended
September 30,
2022 and
2021, respectively
.
PPP loan
fees are
recognized upon
loan forgiveness
by the
SBA.
Net interest margin
increased to 3.47%
for the quarter
ended September 30,
2022 from 3.19%
for the same
period in
2021. This increase was primarily due to the yields
for loans and other interest-earning assets increasing.
Nine Months Ended September 30, 2022 compared to nine months ended
September 30, 2021
Net interest income before the provision for credit losses
was $46.8 million for the nine months
ended September 30, 2022,
an increase of $8.4 million
or 21.8%, from $38.4 million
for the same period in
2021. This increase was
primarily attributable
to higher income from larger loan and investment portfolio
s.
Included with loan interest income are
PPP interest and loan fees totaling $1.6
million and $3.5 million for the
nine months
ended September 30, 2022 and 2021, respectively. PPP loan fees are recognized
upon loan forgiveness by the SBA.
Table of Contents
38
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
Net interest
margin increased to
3.36% at September 30,
2022 from 3.22%
for the
same period in
2021. The
yield on interest
earnings assets increased 12 bps, with a decrease of
2 bps in interest-bearing liability rates.
Provision for Credit Losses
The ACL
represents probable incurred losses in our portfolio. We maintain an adequate ACL
that can mitigate probable
losses inherent
in the
loan portfolio.
The ACL is increased
by the
provision for
credit losses
and is
decreased by
charge-
offs,
net
of
recoveries
on
prior
loan
charge-offs.
There
are
multiple
credit
quality
metrics
that
we
use
to
base
our
determination of
the amount
of the
ACL and
corresponding
provision for
credit losses.
These credit
metrics evaluate
the
credit
quality
and
level
of
credit
risk
inherent
in
our
loan
portfolio,
assess
non-performing
loans
and
charge-offs
levels,
considers statistical and historical trends and economic conditions
and other applicable factors.
Three months ended September 30, 2022 compared to the three months
ended September 30, 2021
The
provision
for
credit
loss
was
$910
thousand
for
the
three
months
ended
September 30,
2022
compared
to
no
provision
recorded
for
the
same
period
in
2021.
The
primary
driver
of
the
provision
expense
in
the
2022
period
was
attributable to loan growth.
Nine Months Ended September 30, 2022 compared to nine months ended
September 30, 2021
The provision for
credit loss was
$1.6 million for
the nine months
ended September 30, 2022
compared to a
net recovery
of $160 thousand for the same period in 2021. The primary driver of the provision expense was attribut
able to loan growth.
The ACL as a percentage of total loans decreased
to 1.16% at September 30,
2022 compared to 1.27%
at September 30,
2021 due to the growth of the loan portfolio.
See “Allowance for Credit Losses” below for further discussion
on how the ACL is calculated.
Non-Interest Income
Our services and products generate service charges and fees, mainly from our depository
accounts. We also generate
income from gain on sale of loans though our swap and SBA
programs. In addition, we own and are beneficiaries of the life
insurance policies
on some
of our
employees and
generate income
on the
increase in
the cash
surrender value
of these
policies.
The following table presents the components of non-interest
income for the dates indicated (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2022
2021
2022
2021
Service fees
$
934
$
856
$
2,917
$
2,648
Gain (loss) on sale of securities available for sale, net
(558)
(70)
(540)
179
Gain on sale of loans held for sale, net
330
532
686
1,519
Loan settlement
-
2,500
161
2,500
Other non-interest income
1,083
399
2,127
1,208
Total
non-interest income
$
1,789
$
4,217
$
5,351
$
8,054
Three months ended September 30, 2022 compared to the three months
ended September 30, 2021
Non-interest income
for the
three months
ended September 30,
2022 decreased
$2.4 million
or 57.7%,
compared to
the same period in
2021. This decrease was
primarily driven by a
non-recurring $2.5 million
default interest recovery
from
a prior
lending customer
of the Bank.
The loan
was originated
in 2008
and subsequently
went through
many iterations
of
credit collection. This payment reflects the final payment and settlement
of lien judgements against the customer.
Nine Months Ended September 30, 2022 compared to nine months ended
September 30, 2021
Non-interest income for the nine months ended September 30, 2022 decreased $2.7 million or
33.6%, compared to the
same period
in 2021.
This decrease
was primarily
driven by
a non-recurring
$2.5 million
default interest
recovery from
a
prior lending customer of the Bank, as discussed above.
Table of Contents
39
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
Non-Interest Expense
The following table presents the components of non-interest
expense for the dates indicated (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2022
2021
2022
2021
Salaries and employee benefits
$
6,075
$
5,313
$
17,863
$
15,804
Occupancy
1,281
1,192
3,802
3,990
Regulatory assessment and fees
269
317
708
690
Consulting and legal fees
604
357
1,519
915
Network and information technology services
488
358
1,323
1,198
Other operating
1,415
1,470
4,080
3,761
Total
non-interest expense
$
10,132
$
9,007
$
29,295
$
26,358
Three months ended September 30, 2022 compared to the three months
ended September 30, 2021
Non-interest expense
for the
three months
ended September 30,
2022 increased
$1.1 million
or 12.5%,
compared to
the same period in 2021. The increase
was primarily driven by higher salaries
and employee benefits expense
due to new
hires and increased salary compensation.
Nine Months Ended September 30, 2022 compared to nine months ended
September 30, 2021
Non-interest expense for the nine months
ended September 30, 2022 increased $2.9 million or
11.1%, compared to the
same period in 2021.
The increase was primarily driven by
higher salaries and employee benefits expense
due to new hires
and increased salary compensation.
Provision for Income Tax
Fluctuations in the effective tax rate reflect the effect of the differences in the inclusion or deductibility of certain income
and expenses for
income tax purposes.
Therefore, future
decisions on the
investments we choose
will affect our
effective
tax rate.
The cash
surrender value
of bank-owned
life insurance
policies covering
key employees,
purchasing municipal
bonds, and overall levels of taxable income will be important
elements in determining our effective tax rate.
Three months ended September 30, 2022 compared to the three months
ended September 30, 2021
Income tax
expense for
the three
months ended
September 30, 2022
decreased to
$2.0 million
from $2.1 million
for
the same period
in 2021. The
effective tax
rate for the
three months
ended September 30,
2022 was
26.1% compared
to
24.1% for the same period in 2021.
Nine Months Ended September 30, 2022 compared to nine months ended
September 30, 2021
Income tax expense for the
nine months ended September 30,
2022 increased to $5.5
million from $4.8 million for
the
same period
in 2021.
The Company’s
effective tax
rate was
26.0% for
the 2022
period compared
to 23.9%
for the
same
period in 2021.
For
a
further
discussion
of
income
taxes,
see
Note
4
“Income
Taxes”
to
the
unaudited
Consolidated
Financial
Statements in this Form 10-Q.
Analysis of Financial Condition
Total
assets at September 30,
2022 were $2.0 billion,
an increase of $183.5
million, or 9.9%, over
total assets of $1.9
billion
at
December 31,
2021.
Total
loans
increased
$241.4
million,
or
20.3%,
to
$1.4
billion
at
September 30,
2022
compared
to
$1.2
billion
at
December 31,
2021.
Total
deposits
increased
by
$206.3
million,
or
13.0%,
to
$1.8
billion
at
September 30, 2022 compared to December 31, 2021.
Investment Securities
The investment portfolio
is used and
managed to provide
liquidity through cash
flows, marketability
and, if necessary,
collateral for
borrowings. The
investment portfolio
is also
used as
a tool
to manage
interest rate
risk and
the Company’s
Table of Contents
40
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
capital
market
risk
exposure.
The
philosophy
of
the
portfolio
is
to
maximize
the
Company’s
profitability
taking
into
consideration the Company’s
risk appetite and
tolerance, manage
the asset composition
and diversification,
and maintain
adequate risk-based capital ratios.
The
investment
portfolio
is
managed
in
accordance
with
the
Asset
and
Liability
Management
(“ALM”)
policy,
which
includes
investment
guidelines,
approved
by
the
Board.
Such
policy
is
reviewed
at
least
annually
or
more
frequently
if
deemed necessary,
depending on
market
conditions
and/or
unexpected
events.
The investment
portfolio
composition
is
subject to change
depending on the
funding and liquidity
needs of
the Company, and the interest
risk management objective
directed
by
the
ALCO.
The
portfolio
of
investments
also
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,
U.S.
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,
and the ALCO
of the Company
to ensure an
appropriate risk and
return profile as
well as for
adherence to the
investment policy.
During the
quarter ended
September 30, 2022
and year
ended December 31,
2021, the
Company transferred,
at fair
value, $63.8 million and $68.7 million, respectively, of securities from available-for-sale (“AFS”) to held-to-maturity (“HTM”).
The
related
net
unrealized
losses
of
$10.6
million
and
net
unrealized
gains
of
$1.1 million,
respectively,
remained
in
accumulated
other
comprehensive
income
(“AOCI”)
and
are
being
amortized
over
the
remaining
life
of
the
transferred
securities. No gains or losses were recognized to income at
transfer date.
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
is
then
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 September 30,
2022, there
are no
securities
which management
has classified
as OTTI.
For further
discussion
of our
analysis
on
impaired
investment
securities
for
OTTI,
see
Note 2
“Investment
Securities”
to
the
unaudited
Consolidated
Financial Statements in this Form 10-Q.
AFS and
HTM investment
securities decreased
$96.8 million or
18.5% to
$427.4 million at
September 30, 2022
from
$524.2 million
at December
31, 2021.
Investment
securities
decreased
due to
payments received
and
higher unrealized
losses.
Management
reinvested
excess
cash
balances
into
high
credit
quality
investments
to
increase
the
Company’s
profitability
and
modify
the
Company’s
balance
sheet
duration
according
to
the
ALM
policy.
As
of
September 30,
2022,
corporate
bond
securities
with
a
market
value
of
$39.1 million
were
pledged
to
secure
public
deposits.
The
investment
portfolio does not have any tax-exempt securities.
Table of Contents
41
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
The
following
table
presents
the
amortized
cost
and
fair
value
of
investment
securities
for
the
dates
indicated
(in
thousands):
September 30, 2022
December 31, 2021
Available-for-sale:
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
U.S. Government Agency
$
10,400
$
9,028
$
10,564
$
10,520
Collateralized mortgage obligations
121,760
100,048
160,506
156,829
Mortgage-backed securities - residential
92,649
76,707
120,643
118,842
Mortgage-backed securities - commercial
30,818
26,935
49,905
50,117
Municipal securities
25,104
18,629
25,164
24,276
Bank subordinated debt securities
14,503
13,562
27,003
28,408
Corporate bonds
4,039
3,662
12,068
12,550
$
299,273
$
248,571
$
405,853
$
401,542
Held-to-maturity:
U.S. Government Agency
$
45,243
$
39,439
$
34,505
$
33,904
Collateralized mortgage obligations
70,424
63,651
44,820
43,799
Mortgage-backed securities - residential
40,574
35,730
26,920
26,352
Mortgage-backed securities - commercial
11,483
10,967
3,103
3,013
Corporate bonds
11,141
9,952
13,310
13,089
$
178,865
$
159,739
$
122,658
$
120,157
The following
table shows
the weighted
average yields,
categorized by
contractual maturity,
for investment
securities
as of September 30, 2022 (in thousands,
except ratios):
Within 1 year
After 1 year through
5 years
After 5 years through
10 years
After 10 years
Total
Amortized
Cost
Yield
Amortized
Cost
Yield
Amortized
Cost
Yield
Amortized
Cost
Yield
Amortized
Cost
Yield
Available-for-sale:
U.S. Government Agency
$
-
0.00%
$
-
0.00%
$
-
0.00%
$
10,400
2.03%
$
10,400
2.03%
U.S. Treasury
-
0.00%
-
0.00%
-
0.00%
-
0.00%
-
0.00%
Collateralized mortgage obligations
-
0.00%
-
0.00%
-
0.00%
121,760
1.50%
121,760
1.50%
MBS - residential
-
0.00%
-
0.00%
-
0.00%
92,649
1.62%
92,649
1.62%
MBS - commercial
-
0.00%
-
0.00%
-
0.00%
30,818
1.90%
30,818
1.90%
Municipal securities
-
0.00%
-
0.00%
1,000
2.05%
24,104
1.72%
25,104
1.73%
Bank subordinated debt securities
-
0.00%
-
0.00%
14,503
4.57%
-
0.00%
14,503
4.57%
Corporate bonds
-
0.00%
4,039
2.50%
-
0.00%
-
0.00%
4,039
2.50%
$
-
$
4,039
$
15,503
$
279,731
$
299,273
1.78%
Held-to-maturity:
U.S. Government Agency
$
-
0.00%
$
7,896
1.03%
$
20,342
1.45%
$
17,005
2.03%
$
45,243
1.59%
Collateralized mortgage obligations
-
0.00%
-
0.00%
-
0.00%
70,424
1.66%
70,424
1.66%
MBS - residential
-
0.00%
1,337
2.98%
9,204
1.61%
30,033
1.72%
40,574
1.74%
MBS - commercial
-
0.00%
-
0.00%
3,092
1.62%
8,391
1.69%
11,483
1.67%
Corporate bonds
1,522
2.25%
9,619
2.79%
-
0.00%
-
0.00%
11,141
2.71%
$
1,522
$
18,852
$
32,638
$
125,853
$
178,865
1.73%
Loans
Loans are the
largest category of
interest-earning assets
on the unaudited
Consolidated Balance
Sheets, and usually
provide
higher
yields
than
the
remainder
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.
Table of Contents
42
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
The following table shows the loan portfolio composition
as of the dates indicated (in thousands):
September 30, 2022
December 31, 2021
Total
Percent of
Total
Total
Percent of
Total
Residential Real Estate
$
186,551
13.0
%
$
201,359
16.9
%
Commercial Real Estate
928,531
64.9
%
704,988
59.2
%
Commercial and Industrial
121,145
8.5
%
146,592
12.3
%
Foreign Banks
94,450
6.6
%
59,491
5.0
%
Consumer and Other
100,845
7.0
%
79,229
6.6
%
Total
gross loans
1,431,522
100.0
%
1,191,659
100.0
%
Less: Deferred fees (cost)
9
1,578
Total
loans net of deferred fees (cost)
1,431,513
1,190,081
Less: Allowance for credit losses
16,604
15,057
Total
net loans
$
1,414,909
$
1,175,024
Total
loans
increased
by
$241.4 million
or
20.3%
at
September 30,
2022
compared
to
December 31,
2021.
The
commercial real estate
and to
a lesser
extent, foreign banks
and consumer and
other loan
segments had the
most significant
growth partially offset
by declines in
the commercial and
industrial and residential
real estate loan
segments. Commercial
and industrial loans declined primarily because of continuing
PPP loan forgiveness.
Our
loan
portfolio
continues
to
grow,
with
commercial
real
estate
lending
as
the
primary
focus
which
represented
approximately 64.9% of the total
gross loan portfolio as of
September 30, 2022. We do
not expect any significant changes
over the foreseeable
future in
the composition
of our
loan portfolio
or in
our emphasis
on commercial
real estate
lending.
Our loan growth strategy since inception has been reflective of the market
in which we operate and of our strategic plan as
approved by the Board.
Most of the
commercial real estate
exposure represents
loans to commercial
businesses secured
by owner-occupied
real estate.
The growth
experienced in
recent years
is primarily
due to
implementation of
our relationship-based
banking
model and
the success
of our
relationship managers
in competing
for new
business
in a
highly competitive
metropolitan
area. Many
of our
larger loan
clients have
long-term 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
September 30, 2022 (in thousands):
Due in 1 year or
less
Due in 1 to 5
years
Due after 5 to 15
years
Due after 15
years
Total
Residential Real Estate
$
10,603
$
12,527
$
82,484
$
80,937
$
186,551
Commercial Real Estate
39,073
204,811
672,940
11,707
928,531
Commercial and Industrial
12,219
26,366
41,570
40,990
121,145
Foreign Banks
94,450
-
-
-
94,450
Consumer and Other
2,522
2,552
6,480
89,291
100,845
Total
gross loans
$
158,867
$
246,256
$
803,474
$
222,925
$
1,431,522
Interest rate sensitivity:
Fixed interest rates
$
130,707
$
162,789
$
151,089
$
115,904
$
560,489
Floating or adjustable rates
28,160
83,467
652,385
107,021
871,033
Total
gross loans
$
158,867
$
246,256
$
803,474
$
222,925
$
1,431,522
The information
presented
in the
table above
is based
upon the
contractual
maturities of
the individual
loans, which
may be
subject to
renewal at
their contractual
maturity.
Renewals will
depend on
approval by
our credit
department and
balance sheet
composition at the
time of
the analysis,
as well
as any
modification of terms
at the
loan’s maturity. Additionally,
maturity
concentrations,
loan
duration,
prepayment
speeds
and
other
interest
rate
sensitivity
measures
are
discussed,
reviewed, and analyzed by the ALCO. Decisions on term
rate modifications are discussed as well.
As of
September 30, 2022,
approximately 60.8%
of the
loans have
adjustable/variable
rates and
39.2% of
the loans
have fixed rates. The adjustable/variable rate loans re-price to different benchmarks
and tenors in different periods of time.
Table of Contents
43
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
By contractual characteristics,
there are no material concentrations
on anniversary repricing. Additionally,
it is important to
note that
most of
our loans have
interest rate floors.
This embedded option
protects the Company
from a decrease
in interest
rates and positions us to gain in the scenario of higher interest
rates.
Asset Quality
Our asset quality grading
analysis estimates the capability of
the borrower to repay
the contractual obligation of
the loan
agreement as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly
graded loans. Internal credit
risk grades are reviewed
at least once a
year, and
more frequently as
needed. Internal credit
risk ratings
may change
based on
management’s
assessment of
the results
from the
annual review,
portfolio monitoring,
and other developments observed with borrowers.
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):
September 30, 2022
Pass
Special Mention
Substandard
Doubtful
Total
Residential Real Estate
$
186,551
$
-
$
-
$
-
$
186,551
Commercial Real Estate
928,131
-
400
-
928,531
Commercial and Industrial
120,806
-
339
-
121,145
Foreign Banks
94,450
-
-
-
94,450
Consumer and Other
100,642
-
203
-
100,845
$
1,430,580
$
-
$
942
$
-
$
1,431,522
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
Table of Contents
44
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
Non-Performing Assets
The following table presents non-performing assets as
of the dates shown (in thousands,
except ratios):
September 30, 2022
December 31, 2021
Non-accrual loans, less non-accrual TDR loans
$
-
$
1,190
Non-accrual TDRs
-
-
Loans past due over 90 days and still accruing
-
-
Total
non-performing loans
-
1,190
Other real estate owned
-
-
Total
non-performing assets
$
-
$
1,190
Asset quality ratios:
Allowance for credit losses to total loans
1.16%
1.27%
Allowance for credit losses to non-performing loans
0%
1,265%
Non-performing loans to total loans
0%
0.10%
Non-performing
assets include
all loans
categorized as
non-accrual or
restructured,
impaired securities,
non-accrual
troubled debt restructuring
(“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 to whom
the Company grants
a loan concession.
This
determination is performed during the annual review process
or whenever problems surface 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 at the dates indicated (in thousands):
September 30, 2022
December 31, 2021
Accrual Status
Non-Accrual
Status
Total TDRs
Accrual Status
Non-Accrual
Status
Total TDRs
Residential real estate
$
7,257
$
-
$
7,257
$
7,815
$
-
$
7,815
Commercial real estate
586
-
586
696
-
696
Commercial and industrial
92
-
92
141
-
141
Consumer and other
203
-
203
224
-
224
Total
$
8,138
$
-
$
8,138
$
8,876
$
-
$
8,876
The Company allocated $309 thousand and $360
thousand of specific allowance for TDR loans
at September 30, 2022
and December 31, 2021, respectively. There was no commitment to lend additional funds to these TDR
customers at either
date.
During
the
quarter
ended
September 30,
2022
and
2021,
there
were
no
defaults
on
TDR
loans
within
the
prior
12
months. Additionally,
the Company did
not have any
new TDR loans
during the three
months ended September
30, 2022
and 2021.
For further discussion
on non-performing loans,
see Note 3
“Loans” to the
unaudited Consolidated Financial Statements
on this Form 10-Q.
Table of Contents
45
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
Allowance for Credit Losses
In
determining
the
balance
of
the
allowance
account,
loans
are
pooled
by
product
segments
with
similar
risk
characteristics and management
evaluates the ACL on
each segment and on
a regular basis to maintain
the allowance at
an
adequate
level
based
on
factors
which,
in
management’s
judgment,
deserve
current
recognition
in
estimating
credit
losses.
Such
factors
include
changes
in
prevailing
economic
conditions,
historical
loss
experience,
delinquency
trends,
changes in the composition and size of the loan portfolio
and the overall credit worthiness of the borrowers.
Additionally,
qualitative adjustments
are made to
the ACL when,
based on management’s
judgment, there are
factors
impacting the allowance estimate not considered by the
quantitative calculations.
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
Three Months Ended September 30, 2022
Beginning balance
$
2,366
$
9,290
$
2,671
$
651
$
808
$
15,786
Provision for credit losses
(1,009)
695
1,126
74
24
910
Recoveries
1
-
-
-
-
1
Charge-offs
-
-
(88)
-
(5)
(93)
Ending Balance
$
1,358
$
9,985
$
3,709
$
725
$
827
$
16,604
Average loans
$
190,757
887,000
119,993
94,628
106,382
1,398,761
Net charge-offs to average loans
0.00%
0.00%
0.29%
0.00%
0.02%
0.03%
Nine Months Ended September 30, 2022
Beginning balance
$
2,498
$
8,758
$
2,775
$
457
$
569
$
15,057
Provision for credit losses
(1,157)
1,227
1,011
268
266
1,615
Recoveries
33
-
11
-
3
47
Charge-offs
(16)
-
(88)
-
(11)
(115)
Ending Balance
$
1,358
$
9,985
$
3,709
$
725
$
827
$
16,604
Average loans
$
195,863
809,411
128,625
77,237
91,773
1,302,909
Charge-offs
-0.02%
0.00%
0.12%
0.00%
0.02%
0.01%
Residential
Real Estate
Commercial
Real Estate
Commercial
and Industrial
Foreign
Banks
Consumer
and Other
Total
Three Months Ended September 30, 2021
Beginning balance
$
2,540
$
8,752
$
2,467
$
554
$
535
$
14,848
Provision for credit losses
(787)
719
277
(29)
(180)
-
Recoveries
48
-
3.00
-
3
54
Charge-offs
-
-
-
-
(2)
(2)
Ending Balance
$
1,801
$
9,471
$
2,747
$
525
$
356
$
14,900
Average loans
$
218,295
$
690,923
$
170,874
$
51,538
$
12,645
$
1,144,275
Net charge-offs to average loans
-0.09%
0.00%
-0.01%
0.00%
-0.03%
-0.02%
Nine Months Ended September 30, 2021
Beginning balance
$
3,408
$
9,453
$
1,689
$
348
$
188
$
15,086
Provision for credit losses
(1,434)
18
904
177
175
(160)
Recoveries
56
-
154
-
5
215
Charge-offs
(229)
-
-
-
(12)
(241)
Ending Balance
$
1,801
$
9,471
$
2,747
$
525
$
356
$
14,900
Average loans
$
217,511
$
648,692
$
156,985
$
49,974
$
28,620
$
1,101,782
Net charge-offs to average loans
0.16%
0.00%
-0.20%
0.00%
0.05%
0.00%
Table of Contents
46
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
Bank-Owned Life Insurance
As of September 30,
2022, the combined
cash surrender
value of all
bank-owned life
insurance (“BOLI”)
policies was
$42.5
million.
Changes
in
cash
surrender
value
are
recorded
to
non-interest
income
in
the
unaudited
Consolidated
Statements of Operations. The Company had BOLI policies with five insurance carriers. The Company is the beneficiary of
these policies.
Deposits
Customer deposits are the
primary funding source for
the Bank’s growth.
Through our network of
banking centers, we
offer a competitive array of deposit
accounts and treasury management services designed
to meet our customers’ business
needs.
Our
primary
deposit
customers
are
small-to-medium
sized
businesses
(“SMBs”),
and
the
personal
business
of
owners and operators of these SMBs, as well as the retail/consumer
relationships of the employees of these businesses.
The following table
presents the daily
average balance and
average rate paid
on deposits by
category for
the periods
presented (in thousands, except ratios):
Three Months Ended September 30,
2022
2021
Average Balance
Average Rate
Paid
Average Balance
Average Rate
Paid
Non-interest-bearing checking
$
655,853
0.00%
$
564,928
0.00%
Interest-bearing checking
66,585
0.11%
55,621
0.11%
Money market and savings deposits
823,521
0.55%
627,654
0.32%
Time deposits
217,023
0.66%
229,055
0.53%
Total
$
1,762,982
0.34%
$
1,477,258
0.22%
The
uninsured
deposits
are
estimated
based
on
the
FDIC
deposit
insurance
limit
of
$250 thousand
for
all
deposit
accounts
at
the
Bank
per
account
holder.
Total
estimated
uninsured
deposits
were
$1.1 billion
and
$897.8 million
at
September 30, 2022 and December 31, 2021, respectively.
The following table shows
scheduled maturities of uninsured time deposits as of September
30, 2022 (in thousands):
September 30, 2022
Three months or less
$
23,451
Over three through six months
27,044
Over six though twelve months
27,134
Over twelve months
24,555
$
102,184
Other Liabilities
The Company collects from commercial loan customers
funds which are held in escrow for future payment of
real
estate taxes and insurance. These escrow funds are disbursed
by the Company directly to the insurance companies
and
taxing authority of the borrower.
Escrow funds are recorded as other liabilities.
As of September 30, 2022 escrow balances totaled $15.3 million
compared to $4.0 million at December 31, 2021.
Borrowings
As a member
of the FHLB,
we are eligible
to obtain
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
September 30,
2022, we
had $26.0
million
of fixed-rate
advances
outstanding
from the
FHLB with
a weighted
average rate of 1.39%.
Maturity dates for the
advances are between
third quarter 2023
and third quarter
2025 as detailed
in the table below.
Table of Contents
47
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
The following table presents the FHLB fixed rate advances
as of September 30, 2022 (in thousands):
Interest Rate
Type of Rate
Maturity Date
Amount
2.05%
Fixed
March 27, 2025
$
10,000
1.07%
Fixed
July 18, 2025
6,000
1.04%
Fixed
July 30, 2024
5,000
0.81%
Fixed
August 17, 2023
5,000
$
26,000
We
have
also
established
Fed
Funds
lines
of
credit
with
our
upstream
correspondent
banks
to
manage
temporary
fluctuations in our daily cash balances. As of September 30, 2022, there were no outstanding balances with the Fed Funds
lines 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 than
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 unaudited 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
actual
future
cash
funding
requirements.
The
following
table
presents
lending
related
commitments outstanding as of the dates indicated (in thousands
):
September 30, 2022
December 31, 2021
Commitments to grant loans and unfunded lines of credit
$
119,830
$
134,877
Standby and commercial letters of credit
5,413
6,420
Total
$
125,243
$
141,297
Commitments to extend credit are agreements to lend funds to a client, as long as there is no violation of any condition
established
in
the
contract,
for
a
specific
purpose.
Commitments
generally
have
variable
interest
rates,
fixed
expiration
dates or
other
termination
clauses
and
may require
payment
of
a fee.
Since many
of the
commitments
are
expected to
expire without being
fully drawn, the
total commitment
amounts disclosed
above do not
necessarily represent
future cash
requirements.
Unfunded lines of credit represent unused portions of credit facilities to our current borrowers that represent no change
in credit risk in our portfolio. Lines
of credit generally have variable interest
rates. The maximum potential amount
of future
payments we could
be required to
make is represented
by the contractual
amount of the
commitment, less
the amount of
any advances made.
Letters of credit are
conditional commitments issued
by us to guarantee
the performance of a
client to a third
party.
In
the event of nonperformance by
the client in accordance with the
terms of the agreement with the
third party,
we would be
required to fund
the commitment.
If the commitment
is funded, we
would be entitled
to seek recovery
from the client
from
the underlying collateral,
which can include
commercial real estate,
physical plant and
property, inventory, receivables, cash
or marketable securities.
Asset and Liability Management Committee
Members
of
senior
management
and
our
Board
make
up
the
asset
and
liability
management
committee,
or
ALCO.
Senior management is responsible for ensuring that Board
approved strategies, policies, and procedures for managing and
mitigating risks are appropriately executed within the designated
lines of authority and responsibility in a timely
manner.
ALCO
oversees
the
establishment,
approval,
implementation,
and
review
of
interest
rate
risk,
management,
and
mitigation strategies, ALM related policies, ALCO procedures
and risk tolerances and appetite.
While some degree
of IRR (“Interest
Rate Risk”) is
inherent to the banking
business, we
believe our ALCO
has put in
place sound risk management practices to identify,
quantify, monitor,
and limit IRR exposures.
Table of Contents
48
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
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,
deposit
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
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
(“EVE”).
This
assessment
allows
us
to
measure
the
degree
to
which
the
economic
values
will
change
under
different
interest
rate
scenarios (parallel and non-parallel). The economic value approach focuses on a longer-term time horizon and captures all
future cash flows expected
from existing assets and
liabilities. The economic value
model utilizes a static
approach in that
the analysis
does not
incorporate new
business; rather,
the analysis
shows a
snapshot in
time of
the risk
inherent in
the
balance sheet.
Market and Interest Rate Risk Management
According to our last
ALCO model run as
of September 30, 2022,
we are net interest
income neutral for year
one and
asset-sensitive
for
year
two. This
indicates
that for
year
one,
our net
interest
income
fluctuations
will be
minimal due
to
changes
in interest
rates
and
for year
two,
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 EVE
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
September 30, 2022,
NIM will
remain mostly
flat for
year one
and should
increase for
year
two
under
static
rate
scenarios
(-400
basis
points
or
+400
basis
points).
For
the
static
forecast
in
year
one,
the
estimated NIM
will remain
stable from
the base
case scenario
to
a +400
basis points
scenario. Additionally,
utilizing an
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.
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.
Table of Contents
49
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
Changes in macroeconomic conditions, as well as exposure
to credit, market, operational, legal and reputational
risks,
such as
cybersecurity risk,
could have
an unexpected
impact on
the Company’s
liquidity risk
profile and
are factored
into
the assessment of liquidity and the ALM framework.
Management has established
a comprehensive and
holistic management process for
identifying, measuring, monitoring
and
mitigating
liquidity
risk.
Due
to
its
critical
importance
to
the
viability
of
the
Company,
liquidity
risk
management
is
integrated into our risk management processes,
Contingency Funding Plan and ALM policy.
Critical elements of our liquidity
risk management include: effective corporate governance consisting of
oversight by the
Board and active
involvement of senior
management; appropriate strategies, policies,
procedures, and limits
used to identify
and mitigate liquidity risk; comprehensive liquidity risk measurement and
monitoring systems (including assessments of the
current and prospective cash flows or sources and uses of funds) that are commensurate with the complexity and
business
activities of
the Company;
active management
of intraday
liquidity and
collateral; an
appropriately diverse
mix of
existing
and
potential
future
funding
sources;
adequate
levels
of
highly
liquid
marketable
securities
free
of
legal,
regulatory,
or
operational
impediments,
that
can
be
used
to
meet
liquidity
needs
in
stressful
situations;
comprehensive
contingency
funding plans
that sufficiently address
potential adverse liquidity
events and emergency
cash flow
requirements; and internal
controls
and
internal
audit
processes
sufficient
to
determine
the
adequacy
of
the
institution’s
liquidity
risk
management
process.
We
expect
funds
to
be
available
from
several
basic
banking
activity
sources,
including
the
core
deposit
base,
the
repayment and maturity of loans and investment security
cash flows. Other potential funding sources include
federal funds
purchased, brokered certificates
of deposit, listing
certificates of deposit,
and borrowings
from the FHLB.
Accordingly,
our
liquidity
resources
were
adequate
to
fund
loans
and
meet
other
cash
needs
as
necessary.
We
do
not
expect
liquidity
resources to be compromised at this time.
Capital Adequacy
As of
September 30,
2022, the
Bank was
well capitalized
under the
FDIC’s
prompt corrective
action framework.
We
also follow the capital conservation buffer framework, and
as of September 30, 2022, we exceeded the
capital conversation
buffer in all capital ratios,
according to our actual ratios. The
following table presents the capital ratios
for both the Company
and the Bank at the dates indicated (in thousands,
except ratios):
Actual
Minimum Capital
Requirements
To be Well Capitalized
Under Prompt Corrective
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
September 30, 2022:
(1)
Total
risk-based capital:
USCB Financial Holdings, Inc.
$
210,887
13.65
%
$
123,613
8.00
%
$
154,517
10.00
%
U.S. Century Bank
$
209,784
13.58
%
$
123,613
8.00
%
$
154,517
10.00
%
Tier 1 risk-based capital:
USCB Financial Holdings, Inc.
$
194,036
12.56
%
$
92,710
6.00
%
$
123,613
8.00
%
U.S. Century Bank
$
192,933
12.49
%
$
92,710
6.00
%
$
123,613
8.00
%
Common equity tier 1 capital:
USCB Financial Holdings, Inc.
$
194,036
12.56
%
$
69,532
4.50
%
$
100,436
6.50
%
U.S. Century Bank
$
192,933
12.49
%
$
69,532
4.50
%
$
100,436
6.50
%
Leverage ratio:
USCB Financial Holdings, Inc.
$
194,036
9.48
%
$
81,829
4.00
%
$
102,286
5.00
%
U.S. Century Bank
$
192,933
9.43
%
$
81,829
4.00
%
$
102,286
5.00
%
December 31, 2021:
(1)
Total
risk-based capital
$
186,735
14.92
%
$
100,125
8.00
%
$
125,157
10.00
%
Tier 1 risk-based capital
$
171,484
13.70
%
$
75,094
6.00
%
$
100,125
8.00
%
Common equity tier 1 capital
$
171,484
13.70
%
$
56,321
4.50
%
$
81,352
6.50
%
Leverage ratio
$
171,484
9.55
%
$
71,825
4.00
%
$
89,781
5.00
%
(1)
As of December 31, 2021, the regulatory capital
ratios for both USCB Financial Holdings, Inc. and
U.S. Century Bank were the same since there
was no activity between both of these entities.
The Company is not subject to regulatory capital
requirements as a small bank holding
company.
Accordingly, the Company's capital ratios are provided for informational purposes
only.
Table of Contents
50
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
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 unaudited Consolidated Financial Statements in this
Form 10-Q.
Table of Contents
51
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
Reconciliation and Management Explanation of Non
-GAAP Financial Measures
Management
has
included
these
non-GAAP
measures
because
it
believes
these
measures
may
provide
useful
supplemental information
for evaluating
the Company’s
underlying performance
trends. Further,
management uses
these
measures
in
managing
and
evaluating
the
Company’s
business
and
intends
to
refer
to
them
in
discussions
about
our
operations and performance.
Operating performance
measures should be
viewed in addition
to, and not
as an alternative
to or
substitute
for,
measures
determined
in
accordance
with
GAAP,
and
are
not
necessarily
comparable
to non-GAAP
measures that may be presented by other
companies. The following table reconciles the non-GAAP financial measurement
of operating net income available
to common stockholders for the periods presented (in thousands,
except per share data):
As of or For the Three Months Ended
9/30/2022
6/30/2022
3/31/2022
12/31/2021
9/30/2021
Pre-Tax Pre-Provision ("PTPP") Income:
Net income
$
5,558
$
5,295
$
4,854
$
5,650
$
6,593
Plus: Provision for income taxes
1,963
1,708
$
1,858
$
1,751
$
2,088
Plus: Provision for credit losses
910
705
$
-
$
-
$
-
PTPP income
$
8,431
$
7,708
$
6,712
$
7,401
$
8,681
PTPP Return on Average Assets:
PTPP income
$
8,431
$
7,708
$
6,712
$
7,401
$
8,681
Average assets
$
2,026,791
$
1,968,381
$
1,913,484
$
1,828,037
$
1,741,423
PTPP return on average assets
(1)
1.65%
$
1.57%
$
1.42%
$
1.61%
$
1.98%
Operating Net Income:
Net income
$
5,558
$
5,295
$
4,854
$
5,650
$
6,593
Less: Net gains (losses) on sale of
securities
(558)
$
(3)
$
21
$
35
$
(70)
Less: Tax effect on sale of securities
141
$
1
$
(5)
$
(9)
$
17
Operating net income
$
5,975
$
5,297
$
4,838
$
5,624
$
6,646
Operating PTPP Income:
PTPP income
$
8,431
$
7,708
$
6,712
$
7,401
$
8,681
Less: Net gains (losses) on sale of
securities
(558)
$
(3)
$
21
$
35
$
(70)
Operating PTPP Income
$
8,989
$
7,711
$
6,691
$
7,366
$
8,751
Operating PTPP Return on Average Assets:
Operating PTPP income
$
8,989
$
7,711
$
6,691
$
7,366
$
8,751
Average assets
$
2,026,791
$
1,968,381
$
1,913,484
$
1,828,037
$
1,741,423
Operating PTPP return on average assets
(1)
1.76%
$
1.57%
$
1.42%
$
1.60%
$
1.99%
Operating Return on Average Assets:
Operating net income
$
5,975
$
5,297
$
4,838
$
5,624
$
6,646
Average assets
$
2,026,791
$
1,968,381
$
1,913,484
$
1,828,037
$
1,741,423
Operating return on average assets
(1)
1.17%
$
1.08%
$
1.03%
$
1.22%
$
1.51%
(1)
Annualized.
Table of Contents
52
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
As of or For the Three Months Ended
9/30/2022
6/30/2022
3/31/2022
12/31/2021
9/30/2021
Tangible book value per common share (at period-end):
(1)
Total stockholders' equity
$
177,417
$
180,068
$
192,039
$
203,897
$
201,918
Less: Intangible assets
-
-
-
-
-
Less: Preferred stock
-
-
-
-
-
Tangible stockholders' equity
$
177,417
$
180,068
$
192,039
$
203,897
$
201,918
Total shares issued and outstanding (at period-end):
(2)
Class A common shares
20,000,753
20,000,753
20,000,753
19,991,753
18,767,541
Class B common shares
-
-
-
-
1,224,212
Total common shares issued and outstanding
20,000,753
20,000,753
20,000,753
19,991,753
19,991,753
Tangible book value per common share
(3)
$
8.87
$
9.00
$
9.60
$
10.20
$
10.10
Operating net income available to common stockholders:
(1)
Net income
$
5,558
$
5,295
$
4,854
$
5,650
$
6,593
Less: Preferred dividends
-
-
-
-
542
Less: Exchange and redemption of preferred shares
(2)
-
-
-
-
89,585
Net income (loss) available to common stockholders
5,558
5,295
4,854
5,650
(83,534)
Add back: Exchange and redemption of preferred
shares
-
-
-
-
89,585
Operating net income avail. to common stock
$
5,558
$
5,295
$
4,854
$
5,650
$
6,051
Allocation of operating net income per common
stock class:
Class A common stock
$
5,558
$
5,295
$
4,854
$
5,650
$
5,598
Class B common stock
$
-
$
-
$
-
$
-
$
453
Weighted average shares outstanding:
Class A common stock
Basic
20,000,753
20,000,753
19,994,953
18,913,914
15,121,460
Diluted
20,148,208
20,171,261
20,109,783
19,023,686
15,121,460
Class B common stock
Basic
-
-
-
-
6,121,052
Diluted
-
-
-
-
6,121,052
Diluted EPS:
(4) (5)
Class A common stock
Net income (loss) per diluted share
$
0.28
$
0.26
$
0.24
$
0.30
$
(5.11)
Add back: Exchange and redemption of preferred
shares
-
-
-
-
5.48
Operating net income per diluted share
$
0.28
$
0.26
$
0.24
$
0.30
$
0.37
Class B common stock
Net loss per diluted share
$
-
$
-
$
-
$
-
$
(1.02)
Add back: Exchange and redemption of preferred
shares
-
-
-
-
1.09
Operating net income per diluted share
$
-
$
-
$
-
$
-
$
0.07
(1)
The Company believes these non-GAAP measurements are
a key indicator of the ongoing earnings power
of the Company.
(2)
During the quarter ended September 30, 2021,
47,473 shares of Class C preferred stock and
11,061,552 shares of Class D preferred stock were
converted into 10,278,072 shares of Class A common
stock. Additionally, the Bank completed its initial public offering of its Class
A common stock on
July 27, 2021, in which it issued 4,600,000 shares
of Class A common stock. As such, the total
shares issued and outstanding of Class A common stock
was 18,767,541 shares at September 30, 2021.
(3) Excludes the dilutive effect, if any, of shares of common stock issuable
upon exercise of outstanding stock options.
(4)
During the quarter ended September 30, 2021,
basic net loss per share is the same as
diluted net loss per share as the inclusion of all
potential
common shares outstanding would have been antidilutive.
(5)
During the quarter ended December 31, 2021,
the Company entered into agreements with
the Class B shareholders to exchange all
outstanding
Class B non-voting common stock for Class A
voting common stock at a ratio of 1 share of Class
A common stock for each 5 shares of Class B non-
voting common stock. In calculating net income
(loss) per diluted share for the prior quarters
presented, the allocation of operating net income
available
to common stockholders was based on the weighted
average shares outstanding per common share
class to the total weighted average shares
outstanding during each period. The operating net
income allocation was calculated using the weighted
average shares outstanding of Class B common
stock on an as-converted basis.
Table of Contents
53
USCB Financial Holdings, Inc.
Q3 2022 Form 10-Q
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company,
we are not required to provide the information required
by this item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.