3 unchanged sentences
Century Bank, a Florida state-chartered bank (the “Bank”), and is a bank holding company (a
+Added: (the “Federal
Holding Company Act
13 unchanged sentences
Over the course
−Removed: of 2021, the Bank simplified
−Removed: its capitalization structure by
−Removed: exchanging and/or repurchasing
−Removed: all of its issued
−Removed: and outstanding preferred
−Removed: shares, including Class
−Removed: C, Class D, and
−Removed: Class E preferred stock.
−Removed: Most recently,
−Removed: in December 2021,
−Removed: the Bank reached
−Removed: agreements with
−Removed: common stock,
−Removed: all outstanding
−Removed: Class B common stock for Class A common stock in a
−Removed: 1-for-5 reverse stock split.
+Added: of 2021, the Bank
+Added: simplified its capitalization structure
+Added: by exchanging and/or repurchasing
+Added: and outstanding
+Added: preferred shares,
+Added: including Class
+Added: preferred stock.
+Added: Bank reached agreements
+Added: common stock, to
+Added: outstanding Class B
+Added: stock for Class A common stock in a 1-for-5 stock
2021, the Bank
2 unchanged sentences
shares of its
−Removed: Class A common
−Removed: of the Bank’s Class
−Removed: A common stock were
−Removed: sold at a price
−Removed: to the public
−Removed: of $10.00 per share
−Removed: and began trading on
+Added: Class A common stock.
+Added: of the Bank’s Class A
+Added: common stock were sold
+Added: at a price to
+Added: the public of $10.00
+Added: per share and began
+Added: trading on the Nasdaq
Stock Market under ticker symbol “USCB”.
4 unchanged sentences
in accordance
−Removed: an Agreement and
−Removed: Share Exchange dated
−Removed: December 27, 2021
−Removed: between the Bank
+Added: Agreement and Plan
+Added: of Share Exchange
+Added: dated December 27,
+Added: 2021 between the
(the “Share Exchange Agreement”).
5 unchanged sentences
Agreement, on the Effective
−Removed: Date each issued and outstanding
−Removed: share of the Bank’s
−Removed: Class A common stock was
+Added: Date each issued and
+Added: outstanding share of the
+Added: Bank’s Class A common
+Added: stock was converted
+Added: into and exchanged
+Added: for one share
+Added: of the Company’s Class
+Added: A common stock.
+Added: the Bank became the
became stockholders of the Company.
2 unchanged sentences
the information requirements of the Exchange
−Removed: and, in accordance with Section 12(i) thereof, filed quarterly reports, proxy statements and other information with the FDIC.
−Removed: As a result of the Reorganization, pursuant to Rule 12g-3(a) under the Exchange Act, the Company became the successor
−Removed: Exchange Act, and the Company became subject to the information requirements of the Exchange Act and is now required
−Removed: reports, proxy
−Removed: statements and
−Removed: other information with
−Removed: the Company’s Class
−Removed: Stock is “USCB”, which is the same as the Bank’s
−Removed: former trading symbol.
+Added: accordance with Section
+Added: 12(i) thereof, filed
+Added: quarterly reports, proxy
+Added: statements and other
+Added: information with the
+Added: Deposit Insurance Corporation
+Added: As a result of the Reorg
+Added: anization, pursuant to Rule
+Added: 12g-3(a) under the Exchange
+Added: Act, the Company became the successor registrant to the Bank, the Company’s Class A common stock was deemed to be
+Added: registered under Section 12(b)
+Added: of the Exchange Act,
+Added: and the Company became
+Added: subject to the information
+Added: requirements of
+Added: the Exchange Act and
+Added: is now required to
+Added: file reports, proxy statements
+Added: and other information with
+Added: Exchange Commission
+Added: trading symbol
+Added: same as the Bank’s former trading symbol.
the Reorganization,
−Removed: material assets
−Removed: not conducted
+Added: had no material
+Added: had not conducted
or operations
1 unchanged sentence
Reorganization.
−Removed: Our strategy in becoming a publicly traded company and forming a BHC is to continue pursuing organic growth
−Removed: as strategic acquisitions
−Removed: if the opportunity
−Removed: be further facilitated
−Removed: public capital and
−Removed: added flexibility provided by a BHC structure.
−Removed: In this Annual Report, unless the context indicated otherwise, references
−Removed: to “we,” “us,”, and “our” refer to the Company
−Removed: and the Bank.
−Removed: However, if the
−Removed: discussion relates to a period before the Effective
−Removed: Date, the terms refer only to the Bank.
+Added: traded company
+Added: was to continue
+Added: pursuing organic
+Added: well as strategic acquisitions if the opportunity arises,
+Added: which efforts will be further facilitated by access
+Added: to public capital and
+Added: the added flexibility provided by a holding company structure.
+Added: In this Annual Report on Form 10-K, unless the context indicated otherwise, references to “we,” “us,”, and “our” refer to
+Added: the Company and the Bank,
+Added: as the contest dictates.
+Added: However, if the discussion
+Added: relates to a period before
+Added: the Effective Date,
+Added: the terms refer only to the Bank.
Products and Services
Lending Services
−Removed: value, relationship
−Removed: -based banking
−Removed: products, services
−Removed: and solutions
+Added: value, relationship-based
+Added: banking products,
clients in the
markets we serve.
−Removed: on serving small-to-medium sized businesses (“SMBs”) and
+Added: serving small-to-medium sized businesses (“SMBs”) and
catering to the needs
1 unchanged sentence
professionals
+Added: USCB Financial Holdings, Inc.
providing comprehensive banking solutions
to SMBs to also secure the personal
−Removed: retail deposit relationships of the owners,
+Added: retail deposit relationships of the
operators, and employees of our commercial lending clients, which has
been a cornerstone of our deposit growth strategy.
−Removed: USCB Financial Holdings, Inc.
traditional commercial
12 unchanged sentences
the following:
−Removed: Small Business Administration
−Removed: (SBA) lending:
−Removed: Our SBA platform
−Removed: originates loans under Sections
−Removed: 504 of the SBA program.
−Removed: The 7(a) loan
−Removed: program, SBA's most common
−Removed: loan program, includes financial help for
−Removed: small businesses with special requirements while
−Removed: the 504 loan program provides long-term, fixed
−Removed: rate financing
−Removed: $5.0 million for
−Removed: major fixed assets
−Removed: that promote business
−Removed: growth and job
−Removed: in 2018, the platform
−Removed: opportunity to generate
−Removed: commercial and industrial
−Removed: loans, or C&I loans,
−Removed: to diversify our revenue
−Removed: stream through originating
−Removed: and selling SBA
−Removed: of December 31, 2021,
−Removed: Bank is a Preferred Lending
−Removed: Partner with the SBA
−Removed: which allows us to offer
−Removed: the full range of SBA
−Removed: loan products
−Removed: prospective clients.
+Added: Administration
+Added: loan program,
+Added: loan program,
+Added: includes financial
+Added: help for small businesses
+Added: with special requirements
+Added: while the 504 loan program
+Added: provides long-term, fixed
+Added: promote business
+Added: job creation.
+Added: an opportunity
+Added: commercial and
+Added: industrial loans,
+Added: loans, and to diversify our revenue stream through originating and
+Added: selling SBA 7(a) loans.
+Added: As of December 31,
+Added: 2022, the Bank is a Preferred Lending Partner with the SBA
+Added: which allows us to offer the full range of SBA loan
+Added: lending authority
+Added: level, allowing
+Added: credit decisions
+Added: for prospective clients.
Yacht lending:
−Removed: In 2021, two portfolios
−Removed: of yacht loans were
−Removed: purchased as part of
−Removed: our strategic initiative to
−Removed: a new business vertical and diversify our portfolio.
+Added: Our yacht lending vertical
+Added: provides yacht financing for
+Added: larger vessels, transactions range
+Added: $750 thousand to $7.5 million.
+Added: We target high
+Added: net-worth clients, in one
+Added: of the most active
+Added: yacht markets in the
+Added: two portfolios
+Added: our strategic
+Added: initiative to
+Added: new business vertical and diversify our portfolio.
+Added: Homeowner Association (“HOA”)
+Added: We provide banking
+Added: services to HOAs and
+Added: property managers,
including deposit collection,
10 unchanged sentences
banking solutions
−Removed: their partners,
−Removed: associates, staff,
+Added: partners, assoc
+Added: iates, staff,
worth clients.
9 unchanged sentences
banking clients for
−Removed: Our compliance
−Removed: experienced in issues related to foreign banking, and we have consistent open communication with our foreign
−Removed: bank clients to ensure
−Removed: proper compliance controls are maintained at
−Removed: such institutions.
+Added: compliance team is
+Added: experienced in issues
+Added: related to foreign
+Added: banking, and we
+Added: have frequent and regular
+Added: open communication with
+Added: our foreign bank clients to ensure proper compliance
+Added: controls are maintained at such institutions.
Credit Practices
1 unchanged sentence
that encourages prudent lending.
−Removed: We believe our
−Removed: understanding
+Added: strong asset quality
+Added: to our understanding
+Added: of and experience
+Added: with businesses within
+Added: in particular South
long-standing
−Removed: relationships with clients
−Removed: and our disciplined
−Removed: underwriting processes.
−Removed: Our thorough underwriting
−Removed: processes collaboratively
−Removed: engage our seasoned business bankers, credit underwriters
−Removed: and portfolio managers in the analysis of each loan request.
+Added: relationships
+Added: collaboratively
+Added: analysis of each loan request.
We manage our credit risk by analyzing metrics related
2 unchanged sentences
loan portfolio
−Removed: aggregate exposure to any given borrower relationship, we undertake a scaled review
−Removed: of loan originations that may involve
+Added: our assessment
+Added: various industry
+Added: aggregate exposure to any given borrower relationship, we undertake
+Added: a scaled review of loan originations that may involve
senior credit officers, our Chief Credit Officer,
−Removed: our Credit Committee or,
+Added: our Credit Committee or, ultimately,
our Board of Directors (“Board”).
2 unchanged sentences
products including
+Added: checking accounts,
accounts, savings accounts and certificates of deposit with a
variety of terms and rates as well
−Removed: as a robust suite of
−Removed: commercial payments
+Added: as a robust suite of treasury,
+Added: commercial payments and cash
management services.
−Removed: commercial and
−Removed: consumer deposit
−Removed: primary geographic footprint.
−Removed: We do not believe our business to be seasonal
+Added: Additionally,
+Added: we offer deposit products
+Added: for municipalities and other
+Added: public entities.
+Added: Our deposit products are mainly offered
+Added: across our primary geographic footprint.
+Added: Title Services
+Added: transactions closed at the Bank.
+Added: Licensed in the State of Florida and approved by the Department of Insurance Regulation,
+Added: Florida Peninsula
+Added: began operations
+Added: service business
+Added: not only provides
+Added: diversification for
+Added: interest income but also provides our clients with access
+Added: to tile insurance services.
USCB Financial Holdings, Inc.
+Added: We do not believe our business to be seasonal
Our primary banking market is South
6 unchanged sentences
operations to South Florida.
−Removed: believe this trend is further
−Removed: demonstrated by recent relocation
+Added: believe this trend is further demonstrated
+Added: by recent relocation
initiatives undertaken by large financial institutions such as Blackstone Group Inc., Goldman Sachs Group Inc., and Citadel
6 unchanged sentences
United States Census Bureau,
−Removed: Florida was the third
−Removed: most populous state
−Removed: in the country and the
−Removed: three largest populations
−Removed: were in Miami-Dade,
−Removed: Broward, and Palm
−Removed: Beach counties, all
−Removed: located in South Florida.
−Removed: residents, an increase of 3.0 million new residents.
−Removed: The percentage change
−Removed: in Florida’s population between April 2020 and
−Removed: July 2021 alone was 1.1% according to the United States
−Removed: Census Bureau.
+Added: Florida was the third most
+Added: populous state in the country
+Added: According to estimates
+Added: United States Census
+Added: 2010 to 2021,
+Added: Florida’s population
+Added: increased to 21.8
+Added: million residents
+Added: The percentage
+Added: population between
+Added: 2020 and July 2021 alone was 1.1% according to the
+Added: United States Census Bureau.
Our markets are highly competitive,
23 unchanged sentences
We are an “emerging growth
−Removed: or “EGC”, as defined in the Jumpstart
+Added: “EGC”, as defined in the Jumpstart
Our Business Startups Act of 2012 (the
15 unchanged sentences
new or revised accounting standards.
−Removed: words, an EGC can delay the adoption
−Removed: of certain accounting standards until
+Added: words, an EGC can delay the adoption of
+Added: certain accounting standards until
those standards would otherwise apply to private
−Removed: We intend to take advantage
−Removed: of the benefits of this extended
+Added: We intend to take
+Added: advantage of the benefits of this extended
transition period, for as long as it is available.
5 unchanged sentences
our organization’s
−Removed: active engagement
−Removed: and participation
+Added: seek the active
+Added: engagement and
+Added: participation of
+Added: diverse backgrounds
contributions of each individual in our Company is
recognized and supported.
−Removed: Each team member is to
−Removed: be treated fairly with
+Added: Each team member is to be
+Added: treated fairly with
equal access to opportunities and resources for success.
2 unchanged sentences
workshops in an effort
−Removed: financing needs of
−Removed: the sectors of our
+Added: to reach the financing
+Added: sectors of our
communities in which
these workshops are
+Added: USCB Financial Holdings, Inc.
At December 31, 2022,
−Removed: full-time equivalent employees.
+Added: we had 191 full
+Added: -time equivalent employees.
employees are parties
6 unchanged sentences
age, gender, ethnicity, or other protected class status,
−Removed: USCB Financial Holdings, Inc.
−Removed: including an array of benefit plans and programs that
−Removed: we believe is attractive to our current and prospective
+Added: including an array of benefit plans and programs
+Added: that we believe is attractive to our current and prospective employees.
Regulation and Supervision
−Removed: regulations have
−Removed: the operations
−Removed: subsidiaries, including
−Removed: Bank, which is currently the Company’s only subsidiary
−Removed: Statutes, regulations and policies limit the activities in which we may engage and the
−Removed: conduct of our permitted activities
−Removed: protection of depositors, borrowers,
−Removed: customers and clients, the
−Removed: FDIC insurance funds
−Removed: and the banking system
−Removed: and not for the protection
−Removed: of our stockholders or creditors.
−Removed: In many cases, the applicable
−Removed: regulatory authorities have broad
−Removed: enforcement power over
−Removed: bank holding companies,
−Removed: banks and their subsidiaries,
−Removed: including the power
−Removed: to impose substantial
−Removed: certain investments and other penalties for violations of
−Removed: laws and regulations.
+Added: regulations have a material
+Added: effect on the operations
+Added: of USCB Financial Holdings,
+Added: direct and indirect subsidiaries,
+Added: including U.S.
+Added: Century Bank.
+Added: Statutes, regulations and
+Added: regulatory policies limit
+Added: the activities in
+Added: may engage and
+Added: the conduct of
+Added: our permitted
+Added: activities and establish capital requirements with which we must comply.
+Added: The regulatory framework
+Added: is intended primarily for
+Added: insurance funds
+Added: banking system
+Added: the protection
+Added: shareholders or
+Added: cases, the applicable regulatory
+Added: authorities have broad enforcement
+Added: power over bank holding
+Added: companies, banks and their
+Added: subsidiaries, including the power to impose substantial fines
+Added: and other penalties for violations of laws and regulations.
regulations are subject
−Removed: and additional
−Removed: statutes, regulations,
−Removed: and corresponding
+Added: and additional statutes,
+Added: regulations, and corresponding
are unable to predict these future changes or the effects, if any, that these changes could have on the business, prospects,
12 unchanged sentences
Bank and Bank Holding Company Regulation
−Removed: state-chartered
comprehensive
−Removed: examination, and enforcement by the FDIC and Florida Office of Financial Regulation (“FOFR”).
−Removed: The FOFR supervises and
−Removed: regulates all areas
−Removed: of our operations
−Removed: including, without limitation,
−Removed: the making of
−Removed: loans, the issuance
−Removed: of securities, the
−Removed: of our corporate affairs, the satisfaction of capital adequacy requirements, the payment of dividends, and
−Removed: the establishment
−Removed: or closing of banking centers.
−Removed: In addition, our deposit accounts are insured by the Deposit Insurance Fund administered by
−Removed: the FDIC to the maximum extent permitted by law, and the FDIC has certain supervisory
−Removed: and enforcement powers over us.
+Added: examination, and enforcement by the FDIC and the Florida Office
+Added: of Financial Regulation (“FOFR”).
+Added: The FOFR supervises
+Added: and regulates
+Added: operations including,
+Added: without limitation,
+Added: of securities,
+Added: requirements,
+Added: establishment or closing
+Added: of banking centers.
+Added: In addition, our
+Added: deposit accounts
+Added: by the Deposit
+Added: Insurance Fund
+Added: administered by the FDIC to the maximum extent permitted by law, and the FDIC has certain supervisory
+Added: and enforcement
+Added: powers over us.
that directly
1 unchanged sentence
Federal Reserve
−Removed: regulation, inspection,
−Removed: examination, supervision
−Removed: and enforcement
−Removed: by the Federal
−Removed: Reserve Board
−Removed: Federal Reserve
−Removed: Board's jurisdiction
−Removed: most instances,
−Removed: indirectly controlled by a BHC.
−Removed: which controls the Bank, is a BHC and,
−Removed: as such, is subject to ongoing and comprehensive
−Removed: regulation, examination and enforcement by the Federal
−Removed: Reserve Board.
−Removed: Prior Notice and Approval Requirements Related to
−Removed: Banking laws impose prior notice,
−Removed: approval, and ongoing regulatory requirements on
−Removed: any stockholder or other party
−Removed: and subsequently
−Removed: indirect "control"
+Added: Reserve Board's jurisdiction also extends to any company
+Added: that is directly or indirectly controlled by a BHC.
+Added: USCB Financial
+Added: comprehensive supervision, regulation, examination and
+Added: enforcement by the Federal Reserve Board.
+Added: Notice and Approval Requirements Related to Control
+Added: any shareholder
+Added: seeks to acquire direct
+Added: or indirect "control"
+Added: of an FDIC-insured
depository institution.
−Removed: laws include the BHC Act and the Change in Bank Control Act.
−Removed: Among other things, these laws require regulatory filings by
−Removed: determination
+Added: laws include the
+Added: the Change in Bank Control Act.
+Added: Among other things,
+Added: these laws require regulatory filings by individuals
+Added: or companies that
+Added: acquire direct or
+Added: indirect "control" of
+Added: an FDIC-insured depository
+Added: The determination
+Added: of whether an
+Added: "controls" a depository
+Added: institution is based
+Added: the facts and
+Added: circumstances surrounding
+Added: the investment.
+Added: matter, a party
+Added: is deemed to control
+Added: a depository institution or
+Added: other company if the
+Added: party owns or controls
+Added: 25% or more of
+Added: any class of voting stock.
+Added: Subject to rebuttal, a party may be presumed
+Added: to control a depository institution or other company
+Added: if the investor owns or controls 10%
+Added: or more of any class of voting
+Added: stock (and the entity’s securities are registered under the
+Added: shareholder).
circumstances,
−Removed: surrounding the investment.
−Removed: party is deemed
−Removed: depository institution
−Removed: or other company
−Removed: depository institution,
−Removed: majority of the board of directors of the depositary institution and/or exercises a controlling influence over
−Removed: the management
−Removed: and policies of such institution.
−Removed: rebuttal, a party generally may be presumed
−Removed: to control a depository institution or
−Removed: circumstances, bank holding
−Removed: companies are prohibited
−Removed: from acquiring, without
−Removed: prior approval, control
−Removed: BHC or substantially
−Removed: all the assets
−Removed: thereof or more
−Removed: of the voting
−Removed: not already a
+Added: prohibited from acquiring, without prior approval,
+Added: control of any other bank
+Added: or BHC or substantially all the assets
+Added: more than 5% of the voting shares of a bank or BHC
+Added: which is not already a subsidiary.
USCB Financial Holdings, Inc.
3 unchanged sentences
institution, are required to serve
−Removed: of strength for
−Removed: the institution.
−Removed: this requirement,
−Removed: the Company in
−Removed: the future could
−Removed: be required to
−Removed: financial assistance to
−Removed: the Bank should it
−Removed: experience financial distress.
−Removed: support may be
+Added: required to provide financial assistance
+Added: Century Bank should
+Added: it experience financial distress.
+Added: Such support may be
required at times when,
−Removed: this statutory and Federal Reserve Policy requirement, a
−Removed: BHC may not be inclined to provide it.
+Added: absent this statutory and
+Added: Federal Reserve Policy
+Added: requirement, a BHC
+Added: inclined to provide
Safety and Soundness Regulation
−Removed: depository institutions and
−Removed: any affiliates are
−Removed: the appropriate agency
−Removed: against each institution
−Removed: subject to examination
+Added: As an insured depository
+Added: institution, we are subject to
+Added: prudential regulation and supervision
+Added: and must undergo regular
+Added: on-site examinations by our state and federal banking agencies.
+Added: The cost of examinations of insured depository institutions
+Added: and any affiliates are assessed
+Added: by the appropriate agency against
+Added: each institution or affiliate that
+Added: is subject to examination
necessary or appropriate.
−Removed: file quarterly consolidated reports
−Removed: of condition and
−Removed: or call reports, with the FDIC and FOFR.
+Added: quarterly consolidated
+Added: condition and income,
+Added: or call reports,
+Added: the FDIC and FOFR.
The federal banking
2 unchanged sentences
and soundness standards for
−Removed: depository institutions including our
−Removed: The safety and soundness
−Removed: guidelines relate to, among
−Removed: other things, our internal
−Removed: controls, information systems, internal
−Removed: audit systems, liquidity, capital adequacy, loan underwriting and documentation,
−Removed: money laundering policies and procedures, transactions
−Removed: with insiders, risk management, compensation, asset
+Added: depository institutions including
+Added: and soundness guidelines
+Added: relate to, among other
+Added: things, our internal
+Added: controls, information systems, internal audit systems, loan underwriting and documentation, anti-money laundering policies
+Added: compensation,
identification
−Removed: problems at insured depository
−Removed: institutions.
−Removed: to fail to meet or
−Removed: otherwise comply with
−Removed: any of these standards,
−Removed: FDIC could require us to submit a
−Removed: plan for achieving and maintaining compliance.
−Removed: If a financial institution fails to
−Removed: acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by the
−Removed: FDIC, the FDIC is
−Removed: required to issue an
−Removed: order directing the institution
−Removed: to cure the deficiency.
−Removed: Until the deficiency cited
−Removed: order is cured, the
−Removed: FDIC may restrict
−Removed: the financial institution’s
−Removed: rate of growth, require
−Removed: the financial institution to
−Removed: capital, restrict
+Added: depository institutions.
+Added: otherwise comply
+Added: these standards, the
+Added: FDIC could require
+Added: compliance plan, or fails
+Added: in any material respect
+Added: to implement a compliance
+Added: plan that has been
+Added: accepted by the FDIC,
+Added: order directing
the institution
−Removed: institution to
−Removed: regulator deems
−Removed: circumstances.
−Removed: Noncompliance
−Removed: guidelines may
−Removed: also constitute
+Added: the deficiency.
+Added: deficiency cited
+Added: cured, the FDIC
+Added: may restrict the
+Added: financial institution’s
+Added: rate of growth,
+Added: require the financial
+Added: institution to increase
+Added: restrict the rates the institution pays on
+Added: deposits or require the institution to take any
+Added: action the regulator deems appropriate
+Added: under the circumstances.
+Added: Noncompliance with the standards established by the safety and soundness guidelines may also
+Added: constitute grounds
+Added: enforcement action,
including cease
−Removed: penalty assessments.
−Removed: the FDIC could terminate
−Removed: our deposit insurance if
−Removed: it determines that
−Removed: our financial condition
−Removed: was unsafe or
−Removed: unsound or that
−Removed: we engaged in unsafe
−Removed: or unsound practices that
−Removed: violated applicable rules, regulations,
−Removed: or conditions enacted or imposed on us by our regulators.
−Removed: management processes
−Removed: internal controls
−Removed: when evaluating
−Removed: the activities
−Removed: financial institutions they
+Added: orders and civil
+Added: money penalty
+Added: unsound or that we engaged in unsafe or unsound practices that violated applicable rules, regulations, orders or conditions
+Added: enacted or imposed on us by our regulators.
+Added: management processes and
+Added: strong internal
+Added: controls when
+Added: evaluating the
+Added: activities of
+Added: the financial
+Added: institutions they
Properly managing risks has been identified as critical to the conduct of safe and sound banking activities and has become
5 unchanged sentences
agencies have identified
−Removed: a spectrum of
−Removed: risks facing a
−Removed: banking institution including,
−Removed: not limited to, credit, market, liquidity, interest rate, cybersecurity, operational, legal and reputational risk.
−Removed: Recent regulatory
−Removed: pronouncements
+Added: of risks facing
+Added: a banking institution
+Added: including, but
+Added: market, liquidity, interest rate,
+Added: cybersecurity, operational, legal and
+Added: reputational risk.
+Added: particular, recent
+Added: regulatory pronouncements
on operational
−Removed: potential that
+Added: the potential that
+Added: inadequate information
+Added: operational problems,
+Added: controls, fraud
+Added: or unforeseen
+Added: in unexpected
+Added: services, use
+Added: cybersecurity are
+Added: critical sources
+Added: of operational
+Added: financial institutions
+Added: current environment.
+Added: senior management
information systems;
−Removed: operational problems, breaches
−Removed: in internal controls, fraud
−Removed: or unforeseen deficiencies
−Removed: will result in unexpected
−Removed: cybersecurity
−Removed: institutions are expected
−Removed: in the current
−Removed: expect to have
−Removed: management information systems;
−Removed: and comprehensive internal
−Removed: controls to address these various risks.
+Added: and comprehensive internal controls
+Added: to address these various risks.
Permissible Activities and Investments
−Removed: Bank regulatory
−Removed: laws generally
−Removed: activities other
determined by the
7 unchanged sentences
or complementary
−Removed: financial activity.
−Removed: In addition, as a general matter, the establishment or
−Removed: acquisition by the Company,
−Removed: of a non-bank entity, or the initiation
−Removed: of a non-banking
−Removed: requires prior
−Removed: regulatory approval
−Removed: from the Federal
−Removed: Reserve Board.
−Removed: acquisitions or
−Removed: the addition of
−Removed: activities, the Federal Reserve
−Removed: Board considers, among
−Removed: other things, whether the
−Removed: acquisition or the
−Removed: activities can reasonably be
−Removed: expected to produce benefits
−Removed: to the public,
−Removed: such as greater convenience,
−Removed: increased competition
−Removed: or gains in efficiency, that outweigh such possible adverse
−Removed: effects as undue concentration of resources,
−Removed: decreased or unfair
+Added: USCB Financial
+Added: financial holding company.
+Added: In addition, as
+Added: a general matter, the establishment or
+Added: acquisition by USCB Financial
+Added: Holdings, Inc., of a
+Added: non-bank entity,
+Added: activities, the Federal Reserve Board considers, among other things, whether the acquisition or the additional activities can
+Added: reasonably be expected
+Added: to produce benefits
+Added: to the public, such
+Added: as greater convenience,
+Added: increased competition or
+Added: concentration
competition, conflicts of interest or unsound banking practices.
3 unchanged sentences
regulators have adopted
−Removed: risk-based capital adequacy
−Removed: guidelines for bank
−Removed: holding companies and
−Removed: their subsidiary banks
−Removed: and banks without bank
−Removed: holding companies based on
−Removed: the Basel III
+Added: risk-based capital
+Added: adequacy guidelines for
+Added: bank holding companies
+Added: their subsidiary banks and
+Added: banks without bank holding
+Added: companies based on the
+Added: Basel III standards.
Under these guidelines,
4 unchanged sentences
among banks and bank holding
−Removed: companies, to account for off-balance sheet exposure,
−Removed: to minimize disincentives for holding
+Added: companies, to account for off-balance sheet
+Added: exposure, to minimize disincentives for holding
liquid assets, and
1 unchanged sentence
consistency in
−Removed: evaluating the capital
−Removed: major banks throughout
+Added: evaluating the
+Added: capital adequacy
+Added: banks throughout the
The resulting
4 unchanged sentences
and off-balance sheet
−Removed: implementing the capital
−Removed: adequacy guidelines became
−Removed: effective, with various
−Removed: phase-in periods, on
+Added: rules implementing the
+Added: capital adequacy guidelines
+Added: became effective, with
+Added: various phase-in periods,
represent a significant change to the prior general risk-based capital rules and are
4 unchanged sentences
given risk-weights
−Removed: similar credit
+Added: credit conversion
them to asset
3 unchanged sentences
be assigned to
−Removed: risk category,
−Removed: performing first
−Removed: mortgage loans
−Removed: fully secured
−Removed: certain multi-family
−Removed: property, which carry a 50% risk rating.
−Removed: Most investment securities
−Removed: (including, primarily, general
−Removed: obligation claims on states
+Added: properties, which carry
+Added: investment securities (including,
+Added: primarily, general obligation claims on
revenue bonds, which have a 50% risk-weight,
3 unchanged sentences
contingencies
+Added: (including commercial
unconditionally cancelable commitments have a 0% factor.
9 unchanged sentences
framework, the rules include a new
−Removed: minimum ratio of Common Equity
−Removed: Tier 1 Capital to Risk-Weighted
−Removed: Assets of 4.5%.
−Removed: rules also create a Common Equity Tier 1 Capital
−Removed: conservation buffer of 2.5% of risk
−Removed: -weighted assets.
−Removed: This buffer is added
+Added: minimum ratio of Common
+Added: Equity Tier 1 Capital to Risk
+Added: -Weighted Assets of 4.5%.
+Added: rules also create a Common Equity Tier 1 Capital conservation
+Added: buffer of 2.5% of risk-weighted assets.
+Added: buffer is added
to each of the three risk-based capital
8 unchanged sentences
the institution’s
−Removed: Common Equity
distributions
discretionary
−Removed: payments will
−Removed: or prohibited
institution’s
−Removed: discretionary
−Removed: discretionary
−Removed: The new capital regulations
−Removed: may also impact the
−Removed: treatment of accumulated
−Removed: other comprehensive income,
+Added: subject to this limitation include
+Added: dividends, share buybacks, discretionary payments on
+Added: Tier 1 instruments, and discretionary
+Added: bonus payments.
+Added: comprehensive
regulatory capital purposes.
−Removed: the new rules, AOCI generally
+Added: the rules, AOCI generally
flows through to regulatory
−Removed: capital, however,
−Removed: banks and their holding companies (if any)
−Removed: may make a one-time irrevocable opt-out
−Removed: election to continue to treat AOCI the
−Removed: old regulations
−Removed: for regulatory
−Removed: capital purposes.
−Removed: This election
−Removed: report filed after
−Removed: January 1, 2015.
+Added: capital, however, community banks
+Added: and their holding companies (if any) were allowed to make a
+Added: one-time irrevocable opt-out election to continue to treat AOCI
+Added: regulations for
+Added: regulatory capital
opt-out election.
Additionally,
−Removed: the new rules
−Removed: also permit community
−Removed: with less than $15.0 billion in total assets to continue to count certain non-qualifying capital instruments issued prior to May
+Added: community banks
+Added: with less than
+Added: $15 billion in
+Added: total assets to
+Added: continue to count
+Added: certain non-qualifying
+Added: capital instruments
+Added: issued prior to
19, 2010 as Tier 1 capital, including trust preferred securities
4 unchanged sentences
capital treatment.
+Added: On September 17, 2019, the
+Added: federal banking agencies jointly finalized
+Added: a rule intended to simplify
+Added: the regulatory capital
+Added: requirements described above for qualifying community banking organizations
+Added: that opt into the Community Bank Leverage
the Regulatory
−Removed: capital requirements
−Removed: described above
−Removed: for qualifying
−Removed: organizations
−Removed: that opt into the
−Removed: Community Bank Leverage Ratio, or
−Removed: CBLR, framework, as required by Section
−Removed: 201 of the Regulatory Relief
−Removed: beginning with
−Removed: 31, 2020 call
−Removed: the final rule,
−Removed: if a qualifying
+Added: CBLR framework
+Added: available for
community banking
organization opts
−Removed: capitalized ratio
−Removed: prompt corrective
−Removed: action regulations
−Removed: described elsewhere
−Removed: offering circular
−Removed: be required to
−Removed: report or calculate
−Removed: risk-based capital.
−Removed: qualify for the
CBLR framework
+Added: requirements under the
+Added: framework, it will
+Added: be considered to
+Added: well-capitalized ratio requirements
+Added: corrective action regulations described elsewhere
+Added: in this Form 10-K
+Added: and will not be
+Added: required to report or
+Added: calculate risk-based
+Added: qualify for the CBLR
+Added: framework, a community
banking organization must
−Removed: 1 leverage ratio
−Removed: of greater than
−Removed: 9%, less than
−Removed: $10.0 billion in
−Removed: total consolidated assets,
−Removed: off-balance sheet
−Removed: exposures of 25%
−Removed: or less of total
−Removed: consolidated assets, and
−Removed: trading assets and
−Removed: liabilities of 5%
+Added: have a tier 1 leverage
USCB Financial Holdings, Inc.
−Removed: total consolidated assets.
+Added: consolidated assets, and trading assets and
+Added: liabilities of 5% or less of total consolidated
However, Section
−Removed: 4012 of the CARES Act required that the CBLR be temporarily lowered to 8%.
−Removed: The federal regulators issued a rule implementing the lower CBLR effective April 23, 2020.
−Removed: rule also established a two-
−Removed: quarter grace period
−Removed: for a qualifying
−Removed: institution whose
−Removed: leverage ratio falls
−Removed: requirement so
−Removed: bank maintains a leverage ratio of 7% or greater.
−Removed: Another rule was issued to transition back to the 9% CBLR
−Removed: by increasing
+Added: the Coronavirus Aid,
+Added: Relief and Economic
+Added: Security Act (the
+Added: “CARES Act”) required
+Added: that the CBLR
+Added: be temporarily lowered
+Added: The federal regulators issued a
+Added: rule implementing the lower CBLR effective April 23, 2020.
+Added: rule also established
+Added: a two-quarter grace period for a qualifying institution whose leverage ratio falls below the 8% CBLR requirement so long as
+Added: increasing the ratio to 8.5%
+Added: for calendar year 2021 and
+Added: 9% thereafter.
+Added: Although the Bank is a
+Added: qualifying community banking
organization, the Bank has elected
not to opt in to the CBLR framework
−Removed: at this time and will continue to
−Removed: follow the Basel III
+Added: at this time and will continue to follow
+Added: the Basel III
capital requirements as described above.
−Removed: Matters” of the Consolidated Financial Statements filed herewith
−Removed: for further details.
+Added: “well capitalized”
+Added: Matters” of the Consolidated Financial Statements
+Added: included in this Annual Report Form 10-K for further details.
Prompt Corrective Action
3 unchanged sentences
federal bank regulatory
−Removed: agencies must take
−Removed: "prompt corrective
+Added: agencies must
+Added: take "prompt corrective
undercapitalized
8 unchanged sentences
undercapitalized,"
−Removed: subjected to differential regulation corresponding
−Removed: to the capital category within which the institution falls.
+Added: regulation corresponding to the capital category within which the
+Added: institution falls.
As of December
−Removed: 2021, a depository
−Removed: institution was
−Removed: "well capitalized"
+Added: depository institution
+Added: was deemed to
+Added: be "well capitalized"
if the banking
10 unchanged sentences
unsound practice.
−Removed: regulatory scrutiny of
−Removed: a financial institution
+Added: degree of regulatory
+Added: scrutiny of a
+Added: financial institution
undercapitalized
3 unchanged sentences
the institution
−Removed: enforcement remedies
−Removed: bank regulatory
+Added: regulatory agencies,
of deposit insurance
1 unchanged sentence
business activities, and
−Removed: appointment of the
+Added: appointment of
FDIC as conservator or receiver.
−Removed: depending upon the severity of the capital deficiency
Commercial Real Estate Concentration Guidelines
6 unchanged sentences
concentration
+Added: commercial real
+Added: estate lending,
+Added: commercial real
estate, (iii)
−Removed: total reported loans
−Removed: for construction, land
−Removed: development, and other
−Removed: land representing 100%
+Added: total reported
+Added: for construction, land development,
+Added: and other land representing
+Added: 100% or more of
+Added: total capital, or (iv) total
+Added: commercial real
construction)
−Removed: outstanding balance of
−Removed: the institutions commercial
−Removed: real estate portfolio
−Removed: has increased by
−Removed: may be identified for further supervisory analysis of a potential
−Removed: concentration risk.
−Removed: December 31, 2021,
−Removed: of construction
−Removed: total capital
−Removed: and therefore,
−Removed: 100% threshold
−Removed: the paragraph
−Removed: paragraph above,
−Removed: December 31, 2021, our
−Removed: ratio of total
−Removed: commercial real estate
+Added: institution’s
+Added: portfolio has
+Added: identified for
+Added: further supervisory analysis of a potential concentration
+Added: As of December
+Added: 31, 2022, our
+Added: ratio of construction
loans to total
−Removed: capital was 298%,
−Removed: but the outstanding
+Added: risk-based capital
+Added: therefore, we
+Added: paragraph above, as
+Added: 31, 2022, our
+Added: ratio of total
commercial real
−Removed: estate portfolio
−Removed: deemed to have a concentration in commercial real estate
−Removed: lending under applicable regulatory guidelines.
+Added: risk-based capital
+Added: 390% and the outstanding balance of
+Added: the institution’s commercial real estate portfolio increased by 50%
+Added: or more in the prior
+Added: a concentration
+Added: in commercial
+Added: lending under
+Added: applicable regulatory
+Added: concentration is
+Added: present, under
+Added: banking regulator’
+Added: guidance, management
+Added: should employ
+Added: risk management practices that address key elements,
+Added: including board and management oversight and strategic
+Added: portfolio management,
+Added: of underwriting
+Added: assessment and
+Added: market analysis
+Added: maintenance of
+Added: increased capital
+Added: commercial real
+Added: To address the commercial real estate lending concentration,
+Added: USCB Financial Holdings has
+Added: previously established
+Added: lending framework
+Added: specific exposures
+Added: commercial real
+Added: appropriate actions, as necessary.
USCB Financial Holdings, Inc.
6 unchanged sentences
or other distribution
−Removed: institutions are also
−Removed: prohibited from
−Removed: paying management
−Removed: controlling persons
−Removed: other affiliates or,
−Removed: with certain limited exceptions,
−Removed: making capital distributions,
−Removed: including dividends, if
−Removed: after such transaction
−Removed: retained net profits which accrued prior to
−Removed: the preceding two years, but we must, before the declaration of
−Removed: a dividend on our
−Removed: common stock, carry 20% of
−Removed: our net profits for such
−Removed: preceding period as is covered by
−Removed: the dividend to our surplus
−Removed: and preferred
−Removed: and outstanding.
−Removed: Florida law, we are prohibited from declaring
−Removed: a dividend at any time
−Removed: at which our net
−Removed: income from the current year
−Removed: with the retained net income from the preceding two years is a loss or which would cause our capital accounts to fall below
−Removed: the minimum amount required by law, regulation, order,
−Removed: or any written agreement with a state or federal regulatory agency.
−Removed: are dependent
−Removed: our principal
+Added: with respect to capital
+Added: is subject to statutory
+Added: and regulatory restrictions
+Added: that limit the
+Added: amount available for
+Added: such distribution
+Added: Insured depository institutions are also prohibited from
+Added: paying management fees to any controlling persons
+Added: or, with certain
+Added: limited exceptions,
+Added: capital distributions,
+Added: including dividends,
+Added: such transaction
+Added: the institution
+Added: preceding two years, but we must, before the declaration of a dividend on our common stock, under applicable Florida law,
+Added: carry 20% of our net profits for such preceding period as is
+Added: covered by the dividend to our surplus fund, until the same shall
+Added: at least equal the amount of our common stock and preferred stock, if
+Added: any, then issued and outstanding.
+Added: Under Florida law,
+Added: we are prohibited
+Added: from declaring
+Added: year combined
+Added: the preceding
+Added: minimum amount required by law,
+Added: regulation, order, or
+Added: any written agreement with a state or federal regulatory agency.
source of funds
2 unchanged sentences
other payments.
−Removed: policy of the
−Removed: Federal Reserve
+Added: is the policy
+Added: of the Federal
Board that BHCs
8 unchanged sentences
the organization’s expected future
−Removed: needs and financial
−Removed: provides that
−Removed: that undermines
+Added: financial condition.
+Added: provides that BHCs should not maintain a level of cash dividends that undermines the BHC’s ability to serve as a source of
strength to its banking subsidiaries.
1 unchanged sentence
Guidelines adopted by
−Removed: banking agencies pursuant
−Removed: FDIA prohibit
−Removed: excessive compensation as
+Added: the federal banking
+Added: agencies pursuant to
+Added: prohibit excessive compensation
disproportionate to the services performed by an executive
−Removed: officer, employee,
−Removed: director or principal shareholder.
+Added: officer, employee, director
+Added: or principal shareholder.
In June 2010,
21 unchanged sentences
organizations to imprudent risk,
−Removed: (ii) be compatible with
−Removed: effective controls and risk
+Added: (ii) be compatible with effective
+Added: controls and risk management,
and (iii) be supported by
5 unchanged sentences
could lead to supervisory or enforcement actions
−Removed: prohibiting incentive-based payment arrangements at specified regulated entities, such as us, having at least $1.0 billion in
+Added: prohibiting incentive-based
+Added: payment arrangements
+Added: at specified regulated
+Added: entities, such
+Added: having at least
+Added: $1 billion in
inappropriate
6 unchanged sentences
such regulations
−Removed: second proposed rule in April 2016.
−Removed: The second proposed rule would apply to all banks
−Removed: with at least $1.0 billion in average
−Removed: total consolidated assets.
−Removed: regulations have not been
−Removed: adopted as of the date
−Removed: If adopted, these or
−Removed: other similar
−Removed: regulations would impose
−Removed: limitations on the manner
−Removed: in which we may
−Removed: structure compensation for our
−Removed: executives and other
−Removed: finalization of such policies is not known at this time.
−Removed: USCB Financial Holdings, Inc.
+Added: second proposed
+Added: proposed rule
+Added: would apply to
+Added: institutions, with
+Added: least $1 billion in average total
+Added: consolidated assets.
+Added: Final regulations have not been adopted as
+Added: of the date of this Form 10-
+Added: compensation for our executives and other
+Added: employees that go beyond the requirements
+Added: The scope and content
+Added: federal banking
+Added: agencies’ policies
+Added: compensation are
+Added: evolving, but the timeframe for finalization of such policies
+Added: is not known at this time.
Limits on Transactions with Affiliates and
Insured depository institutions are subject to restrictions
−Removed: on their ability to conduct transactions with
−Removed: affiliates and other
+Added: on their ability to conduct transactions
+Added: with affiliates and other
related parties.
1 unchanged sentence
and collateral
−Removed: Transactions covered by Section 23A include loans, extensions of credit, investment in securities issued by an
−Removed: affiliate, and
−Removed: acquisitions of assets from an
−Removed: Section 23B of
−Removed: the Federal Reserve Act requires
−Removed: that most types of transactions by
−Removed: depository institution as
−Removed: if the transaction
−Removed: were conducted between
−Removed: the insured depository institution
−Removed: and an unaffiliated third
−Removed: An affiliate of a
−Removed: bank is any entity that controls,
−Removed: is controlled by or
−Removed: is under common control with
−Removed: company context, the
−Removed: parent bank holding
−Removed: Financial Holdings, Inc.,
−Removed: and any companies
−Removed: controlled by such parent holding company (excluding
−Removed: subsidiaries of the bank) are affiliates of the bank.
+Added: requirements on certain transactions by
+Added: an insured depository institution with,
+Added: or for the benefit
+Added: of, its affiliates.
+Added: covered by Section 23A include loans,
+Added: extensions of credit, investment
+Added: in securities issued by an affiliate,
+Added: and acquisitions
+Added: of assets from
+Added: an affiliate.
+Added: Federal Reserve
+Added: Act requires that
+Added: most types of
+Added: transactions by
+Added: institution as if the transaction were conducted with an
+Added: unaffiliated third party.
+Added: USCB Financial Holdings, Inc.
+Added: An affiliate of a bank
+Added: is any company or entity
+Added: that controls, is controlled by
+Added: or is under common
+Added: control with the bank.
+Added: companies that are
+Added: controlled by such
+Added: parent holding company
+Added: (excluding subsidiaries of the
+Added: bank) are affiliates of
Loans to executive officers and directors of an insured depository institution or any of its affiliates or to any person who
directly or indirectly, or acting through or in concert with one or more persons,
−Removed: owns, controls or has the power to vote more
+Added: owns, controls or has the power to vote
than 10% of any class of voting securities of a bank, which we
9 unchanged sentences
corresponding
−Removed: Section 13(k)
−Removed: through FDIC regulations) relating to the prohibition on personal loans to executives (which exempts financial institutions in
−Removed: compliance with the insider lending restrictions of Section
−Removed: 22(h) of the Federal Reserve Act).
+Added: restrictions of Section 22(h) of the Federal Reserve Act).
FDIC Deposit Insurance
9 unchanged sentences
institutions.
−Removed: insurance amount which an insured bank may offer
−Removed: is $250 thousand per depositor.
−Removed: Additionally,
−Removed: FDIC-insured depository institutions are
−Removed: required to pay deposit insurance
−Removed: assessments to the FDIC.
+Added: insurance amount is $250 thousand per depositor.
+Added: Additionally, FDIC
+Added: -insured depository institutions are required
+Added: to pay deposit insurance assessments
institution's deposit
11 unchanged sentences
assessment base,
+Added: which is defined
as average total assets minus
6 unchanged sentences
and then applies
−Removed: a pricing multiplier
−Removed: that is the same
+Added: a pricing multiplier that
all institutions.
−Removed: institution’s rate
−Removed: must be within
−Removed: a certain minimum
−Removed: and a certain
−Removed: maximum range, and
−Removed: the range varies
−Removed: the institution’s
+Added: institution’s rate must
+Added: certain minimum and
+Added: a certain maximum,
+Added: and the range varies
+Added: institution’s
composite CAMELS
2 unchanged sentences
by multiplying
−Removed: bank’s assessment base by the total base assessment
+Added: assessment base by the total base assessment
+Added: FDIC finalized
+Added: deposit insurance
+Added: assessment rates
+Added: basis points, beginning
+Added: with the first quarterly
+Added: assessment period of
+Added: 2023 (January 1,
+Added: 2023 through March
+Added: FDIC, as required
+Added: under the Federal
+Added: Deposit Insurance
+Added: Act, established
+Added: September 2020 to
+Added: restore the Deposit
+Added: Insurance Fund (“DIF”) reserve ratio to meet or exceed
+Added: the statutory minimum of 1.35 percent within eight
+Added: insurance assessment
+Added: FDIC’s recent
+Added: projections, however,
+Added: the FDIC determined that the DIF reserve
+Added: ratio is at risk of not reaching
+Added: the statutory minimum by the statutory
+Added: September 30, 2028 without increasing
+Added: the deposit insurance assessment rates.
+Added: increased assessment would improve
+Added: the likelihood
+Added: required minimum
+Added: statutory deadline,
+Added: FDIC’s Amended Restoration
+Added: The FDIC also
+Added: concurrently maintained the
+Added: Designated Reserve Ratio
+Added: (“DDR”) for the
+Added: DIF at 2 percent for 2023.
+Added: The new assessment rate
+Added: schedules will remain in effect unless and until the reserve ratio meets
+Added: or exceeds 2 percent
+Added: in order to support
+Added: growth in the DIF
+Added: in progressing toward
+Added: the FDIC’s long-term
+Added: goal of a 2 percent
+Added: Progressively lower assessment
+Added: rate schedules will take effect
+Added: when the reserve ratio reaches
+Added: 2 percent, and again
+Added: when it reaches
+Added: revised assessment
+Added: rate schedule will remain
+Added: in effect unless
+Added: and until the
+Added: reserve ratio
+Added: meets or exceeds 2 percent, absent further action by the FDIC.
terminate deposit
12 unchanged sentences
insured depositors)
−Removed: and certain claims
administrative
−Removed: including the Company,
−Removed: with respect to any extensions of credit they may have made to such insured depository institution.
+Added: uninsured depositors,
+Added: along with the
+Added: FDIC, will have
+Added: priority in payment
+Added: ahead of unsecured,
+Added: deposit creditors,
+Added: including U.S.
+Added: Century Bank,
+Added: extensions of
+Added: depository institution.
+Added: USCB Financial Holdings, Inc.
Overdraft Fee Regulation
The Electronic Fund Transfer Act prohibits
−Removed: financial institutions from charging consumers fees
−Removed: for paying overdrafts on
+Added: financial institutions from charging consumers
+Added: fees for paying overdrafts on
automated teller machines, or
4 unchanged sentences
of transactions.
−Removed: If a consumer
−Removed: does not opt in,
−Removed: any ATM transaction or debit that overdraws
−Removed: USCB Financial Holdings, Inc.
−Removed: the consumer’s account
−Removed: will be denied.
−Removed: Overdrafts on
−Removed: electronic bill
−Removed: institution’s overdraft
−Removed: services, including
−Removed: associated with
−Removed: and the consumer’s
−Removed: participating in the overdraft service offering.
−Removed: Financial institutions must provide
−Removed: consumers who do not opt in with
−Removed: account terms, conditions and features (including pricing)
−Removed: that they provide to consumers who do opt in.
−Removed: Federal Home Loan Bank System
+Added: If a consumer does
+Added: not opt in, any
+Added: ATM transaction or debit that overdraws
+Added: the consumer’s
+Added: on the payment
+Added: and regular electronic
+Added: bill payments
+Added: institution’s
+Added: provide consumers
+Added: pricing) that they provide to consumers who do opt in.
+Added: Federal Reserve System and Federal Home Loan
regional FHLBs.
12 unchanged sentences
each calendar
−Removed: $15.0 million),
−Removed: outstanding advances
−Removed: (borrowings) from
+Added: our outstanding
under the activity-based stock ownership requirement.
Anti-Money Laundering Regulation
−Removed: policies, procedures
−Removed: and controls, a
−Removed: designated compliance
−Removed: an ongoing employee
−Removed: training program,
−Removed: and testing of
+Added: As a financial
+Added: institution, we
+Added: must maintain
+Added: anti-money laundering
+Added: programs that
+Added: include established
+Added: internal policies,
+Added: program by an independent audit function in accordance
+Added: with the Bank Secrecy Act of 1970, as amended (“BSA”), and the
regulations issued
6 unchanged sentences
prohibited from
−Removed: into certain specified financial transactions and account relationships and must meet enhanced standards for due diligence
−Removed: your customer”
−Removed: dealings with
−Removed: institutions, foreign
−Removed: relationships to
−Removed: guard against
−Removed: money laundering
−Removed: report transactions
−Removed: certain dollar
−Removed: amount thresholds
−Removed: suspicious transactions.
−Removed: Certain laws, such
−Removed: renewed through
+Added: into specified
+Added: relationships
+Added: meet enhanced
+Added: standards for
+Added: diligence and
+Added: “knowing your customer” in
+Added: their dealings with
+Added: foreign financial institutions, foreign
+Added: customers and other
+Added: high risk customers.
+Added: relationships
+Added: against money laundering
+Added: and to report transactions
+Added: that meet certain
+Added: dollar amount thresholds
+Added: any suspicious
+Added: transactions.
+Added: the USA PATRIOT Act, enacted in
+Added: 2001 and renewed
+Added: through 2019, as
described below,
−Removed: enforcement authorities
−Removed: with increased
−Removed: financial information
+Added: provide law enforcement authorities with increased access
+Added: to financial information maintained by banks.
Anti-money laundering
2 unchanged sentences
regulators routinely examine institutions for compliance with these obligations, and this area has become a particular focus
−Removed: of the regulators in recent years.
−Removed: addition, the regulators are required to consider compliance with the
−Removed: in connection
−Removed: regulatory review
applications.
−Removed: recent years,
−Removed: regulators have
−Removed: banking institutions’
−Removed: compliance with
−Removed: anti-money laundering
−Removed: requirements and,
−Removed: delayed approval
−Removed: their expansionary proposals because
−Removed: of deficiencies in such
−Removed: institutions’ anti-money laundering
−Removed: The regulators
−Removed: penalty sanctions against institutions found to be in
−Removed: violation of the anti-money laundering regulations.
+Added: institutions’
+Added: The regulators and other
+Added: governmental authorities have
+Added: been active in imposing
+Added: “cease and desist” orders
+Added: significant money penalty sanctions against institutions
+Added: found to be in violation of the anti-money laundering regulations.
+Added: The USA PATRIOT Act became effective on October 26, 2001 and amended
+Added: The USA PATRIOT Act requires
+Added: banks to establish anti-money laundering programs
+Added: that include, at a minimum:
+Added: that contains
+Added: bank’s compliance
+Added: and regulations;
+Added: and procedures
+Added: for monitoring
+Added: and reporting
+Added: of suspicious
+Added: a designated compliance officer;
+Added: employee training for bank employees;
+Added: an independent audit function to test the efficacy
+Added: of the bank’s anti-money laundering program;
+Added: procedures to verify the identity of each bank customer upon
+Added: the opening of accounts;
+Added: heightened due diligence policies,
+Added: procedures and controls applicable to
+Added: certain foreign accounts and
+Added: relationships;
+Added: USCB Financial Holdings, Inc.
+Added: required reports to law enforcement and/or financial regulators to assist in the deterrence and prevention of money
+Added: laundering activities.
+Added: Additionally,
+Added: the USA PATRIOT
+Added: Act requires each financial
+Added: institution to develop a
+Added: customer identification program,
+Added: CIP, as part of its anti-money
+Added: laundering program.
+Added: components of the
+Added: CIP are identification
+Added: verification, government
+Added: list comparison,
+Added: record retention.
+Added: the financial
+Added: institution to
+Added: determine the
+Added: true identity
+Added: and anticipated
+Added: account activity
+Added: determination, the
+Added: financial institution
+Added: among other things, collect certain information from customers at the time they enter
+Added: into the customer relationship with the
+Added: financial institution.
+Added: This information must
+Added: reasonable time.
+Added: all customers
+Added: against any CIP-related government lists of known or suspected terrorists or other “sanctioned” persons.
+Added: On May 11, 2018,
+Added: Financial Crimes Enforcement
+Added: Network, or FinCEN, issued
+Added: a final rule under
+Added: the BSA requiring
+Added: to identify and verify the
+Added: identity of the natural persons behind
+Added: their customers that are legal entities—the beneficial owners.
The Office of Foreign Assets Control
5 unchanged sentences
as defined by
−Removed: various Executive
−Removed: Orders and Acts
+Added: various Executive Orders
publishes lists of
3 unchanged sentences
“sanctioned” persons.
−Removed: If a bank finds
+Added: finds a name on
any transaction, account
or wire transfer
−Removed: list, it must
−Removed: freeze the account
−Removed: and/or block the transaction or
−Removed: wire transfer.
−Removed: We utilize an outside
−Removed: vendor to oversee the
−Removed: daily monitoring and surveillance
−Removed: notifications.
−Removed: transfers and customer files.
−Removed: These checks are performed
−Removed: using software that is updated each time a modification
−Removed: to the lists provided by OFAC
+Added: that is on an
+Added: it must freeze
+Added: and/or block the transaction or wire transfer.
+Added: We utilize an outside vendor to oversee
+Added: the inspection of our accounts and the
+Added: filing of any notifications.
+Added: We also monitor
+Added: high-risk OFAC
+Added: areas such as new
+Added: accounts, wire transfers
+Added: and customer files.
+Added: These checks are performed using software that is updated each time
+Added: a modification is made to the lists provided by
and other agencies of Specially Designated Nationals
and Blocked Persons.
−Removed: USCB Financial Holdings, Inc.
Consumer Laws and Regulations
Our activities
+Added: state statutes
+Added: and regulations
protect consumers
6 unchanged sentences
Truth-In-Lending
−Removed: consumer borrowers
−Removed: and including
−Removed: substantial requirements
−Removed: servicing, as
−Removed: the Dodd-Frank Act
+Added: consumer borrowers and including substantial new requirements for mortgage lending and servicing, as mandated
+Added: by the Dodd-Frank Act
the Home Mortgage Disclosure Act of 1975 and Regulation C, requiring
12 unchanged sentences
basis of race,
+Added: color, religion,
or other prohibited factors in extending credit;
18 unchanged sentences
Our deposit operations are also subject to federal laws,
−Removed: thousand and imposes other limits on deposit-taking;
+Added: the FDIA, which, among other things, limits the amount of
+Added: deposit insurance available per account to $250,000 and
+Added: imposes other limits on deposit-taking;
Financial Privacy Act,
which imposes a
−Removed: duty to maintain
−Removed: the confidentiality of
−Removed: consumer financial records
+Added: maintain the confidentiality
+Added: of consumer financial
and prescribes procedures for complying with administrative subpoenas
8 unchanged sentences
liabilities arising
−Removed: electronic banking
+Added: USCB Financial Holdings, Inc.
Regulation DD,
4 unchanged sentences
institutions and accounts.
−Removed: institutions must deal with clients when taking
−Removed: deposits or making loans to such
+Added: institutions must deal with clients when
+Added: taking deposits or making loans to
+Added: such clients.
We must comply with the applicable
11 unchanged sentences
consumers and, in some circumstances, allow consumers
−Removed: nonaffiliated
−Removed: including the FDIC, have adopted guidelines for establishing information security standards and
−Removed: cybersecurity programs for
−Removed: implementing safeguards.
−Removed: These guidelines,
−Removed: along with related
−Removed: regulatory guidance, increasingly focus
−Removed: on risk management
−Removed: and processes related to information technology and the use
+Added: to prevent disclosure
+Added: of certain personal
+Added: information to a
+Added: nonaffiliated third
+Added: Federal banking agencies,
+Added: including the
+Added: FDIC, have adopted
+Added: guidelines for establishing information
+Added: security standards and cybersecurity
+Added: programs for implementing
+Added: processes related to information technology and the use
of third parties in the provision of financial services.
1 unchanged sentence
to state laws governing customer privacy and cybersecurity.
−Removed: The Florida Information Protection Act of 2014 requires notification to the Florida Department of Legal Affairs of any breach
−Removed: involving personal
−Removed: information that
−Removed: people as well
−Removed: notification of
−Removed: affected individuals
+Added: The Florida Information Protection Act of 2014 (“Florida Act”) requires notification of the
+Added: Florida Department of Legal Affairs
+Added: of any breach involving
+Added: personal information that
+Added: affects more than
+Added: 500 people as
+Added: well as requiring notification
+Added: individuals of
+Added: requires us to
+Added: take reasonable measures
+Added: form containing personal information and take all reasonable measures to dispose, or arrange for the disposal, of
records containing
2 unchanged sentences
costs and expenses will continue into the future.
−Removed: USCB Financial Holdings, Inc.
Consumer Financial Protection Bureau
The Consumer Financial Protection Bureau (“CFPB”) is
−Removed: an independent regulatory authority housed within the
−Removed: has broad authority
−Removed: to regulate the
−Removed: offering and provision of
−Removed: consumer financial products and
−Removed: institutions subject to its authority
−Removed: from engaging
−Removed: in “unfair and deceptive or
−Removed: abusive acts or practices”
−Removed: with respect to their
−Removed: institutions with more than $10.0 billion
−Removed: in assets for compliance with federal
−Removed: consumer laws.
+Added: an independent regulatory authority housed within the Federal
+Added: Reserve Board.
+Added: The CFPB has broad authority to regulate the offering and provision of consumer
+Added: financial products and to
+Added: prevent institutions subject to its authority from engaging in “unfair
+Added: and deceptive or abusive acts or practices” with respect
+Added: offering of consumer
+Added: financial products or
+Added: supervise and examine
+Added: institutions with more than
+Added: $10 billion in assets for
+Added: compliance with federal consumer
The authority to supervise
−Removed: examine depository institutions with $10.0 billion or less in assets, such as our Bank, for compliance with federal consumer
−Removed: largely with those
−Removed: institutions’ primary regulators.
−Removed: However, the CFPB may
−Removed: participate in examinations
−Removed: primary regulators.
−Removed: may participate
−Removed: in examinations
−Removed: are permitted
−Removed: adopt consumer protection laws
−Removed: and regulations that are
−Removed: stricter than the regulations
−Removed: promulgated by the CFPB,
−Removed: attorneys general are permitted to enforce consumer protection
−Removed: rules adopted by the CFPB against certain
−Removed: institutions.
+Added: examine depository
+Added: institutions with
+Added: $10 billion or
+Added: less in assets,
+Added: compliance with federal
+Added: laws remains largely with those institutions’ primary
+Added: federal regulators.
+Added: However, the CFPB may participate in examinations
+Added: of these smaller institutions
+Added: on a “sampling basis”
+Added: and may refer potential
+Added: enforcement actions against
+Added: such institutions to
+Added: their primary regulators.
+Added: CFPB may participate
+Added: in examinations of
+Added: addition, states are
+Added: to adopt consumer
+Added: protection laws and
+Added: regulations that are stricter
+Added: than the regulations promulgated
+Added: attorneys general are permitted to enforce consumer
+Added: protection rules adopted by the CFPB against certain institutions.
The Volcker Rule
4 unchanged sentences
in short term
−Removed: securities and
−Removed: derivatives and
−Removed: from investing
−Removed: sponsoring certain
−Removed: investment companies
−Removed: rule as “covered funds”
−Removed: (including not only hedge
−Removed: funds, commodity pools and
−Removed: private equity funds, but
−Removed: also a range of
+Added: trading in securities and derivatives and from
+Added: investing in and sponsoring certain investment companies defined
+Added: funds” (including
+Added: commodity pools
+Added: equity funds,
securitization structures
2 unchanged sentences
final rules).
−Removed: This statutory
−Removed: commonly called
+Added: statutory provision
the “Volcker Rule.” At December 31, 2022, we are not
1 unchanged sentence
size, which is below
−Removed: the $10.0 billion in assets Volcker
+Added: the $10.0 billion Volcker
Rule threshold.
Community Reinvestment Act and Fair Lending Requirements
−Removed: Reinvestment Act (“CRA”).
−Removed: The CRA and its
−Removed: corresponding regulations are
−Removed: intended to encourage
−Removed: banks to help meet
−Removed: credit needs of the communities
−Removed: they serve, including low-
+Added: Community Reinvestment Act (“CRA”).
+Added: its corresponding regulations are
+Added: intended to encourage banks
+Added: meet the credit needs of
+Added: the communities they serve,
+Added: including low-
and moderate-income neighborhoods,
−Removed: consistent with safe and
−Removed: sound banking practices.
+Added: consistent with
+Added: safe and sound banking practices.
meeting applicable
1 unchanged sentence
further requires
−Removed: community credit
−Removed: evaluating applications
−Removed: banking centers
−Removed: requirements in
−Removed: certain other
−Removed: may establish
−Removed: In connection
−Removed: with their assessments
−Removed: performance, the FDIC
−Removed: and FOFR assign
+Added: into account our
+Added: USCB Financial Holdings, Inc.
+Added: subject to analogous state CRA requirements
+Added: in Florida and certain other states
+Added: in which we may establish branch
“outstanding,”
“satisfactory,”
−Removed: noncompliance.”
−Removed: “satisfactory”
+Added: noncompliance.” We
+Added: “satisfactory” CRA
+Added: both regulatory
examinations.
−Removed: corrective measures that may be required for a violation of certain fair lending laws, the federal banking agencies may take
−Removed: compliance with such laws and CRA
−Removed: into account when regulating and supervising
−Removed: other activities of the bank, including
−Removed: expansionary proposals such
−Removed: application to
−Removed: establish bank
−Removed: centers, merge
−Removed: liabilities of
+Added: to substantive
+Added: and corrective
+Added: measures that may
+Added: be required for
+Added: a violation of
+Added: certain fair lending
+Added: laws, the federal
+Added: banking agencies may
+Added: take compliance
+Added: regulating and
+Added: supervising other
+Added: activities of
+Added: expansionary proposals such as when a bank submits
+Added: an application to establish bank branches, merge with
another bank,
−Removed: An unsatisfactory
−Removed: could substantially
−Removed: such transaction.
−Removed: The regulatory
−Removed: agency's assessment
−Removed: institution's record
−Removed: made available to the public at www.ffiec.gov/craratings
+Added: the liabilities
+Added: unsatisfactory
+Added: substantially delay
+Added: regulatory agency's
+Added: assessment of
+Added: the institution's
+Added: available to the
+Added: www.ffiec.gov/craratings.
+Added: Following its most
+Added: recent CRA performance
+Added: evaluation in March
+Added: Century Bank received an overall rating of "Satisfactory."
Call Reports and Examination Cycle
−Removed: institutions,
−Removed: institutions and
−Removed: banking agencies
−Removed: international
−Removed: activities to file
−Removed: the most streamlined
−Removed: version of the
−Removed: quarterly call report,
−Removed: and to reduce
−Removed: data reportable on
−Removed: certain streamlined
+Added: All institutions, regardless of size, submit
+Added: a quarterly call report that includes
+Added: data used by federal banking agencies
+Added: monitor the condition, performance, and
+Added: risk profile of individual institutions
+Added: and the industry as a
+Added: In June 2019, the
+Added: federal banking agencies issued a
+Added: final rule to permit insured depository
+Added: institutions with total assets of
+Added: less than $5 billion
+Added: or international
+Added: report, and to reduce data reportable on certain streamlined
call report submissions.
4 unchanged sentences
the monetary policies
−Removed: of the Federal Reserve.
−Removed: Changes in the discount rate
−Removed: on member bank borrowing, availability of borrowing
−Removed: at the “discount
−Removed: requirements against member banks’ deposits
−Removed: and assets of foreign banking centers
−Removed: and the imposition of and changes in
−Removed: reserve requirements against certain
−Removed: borrowings by banks and
−Removed: their affiliates are
−Removed: instruments of monetary
−Removed: USCB Financial Holdings, Inc.
−Removed: available to the Federal Reserve.
−Removed: monetary policies are used in
−Removed: varying combinations to influence overall growth and
−Removed: distributions of bank loans, investments and deposits, which may affect interest
−Removed: rates charged on loans or paid on deposits.
−Removed: had a significant
−Removed: the operating
−Removed: commercial banks
−Removed: mandate of price
−Removed: stability and full
−Removed: employment in the
−Removed: a lesser degree
−Removed: by short-term and
−Removed: long-term changes in
−Removed: the international trade balance and in the fiscal policies of the U.S.
−Removed: Future changes in monetary policy and
−Removed: effect of such changes on our business and earnings
−Removed: in the future cannot be predicted.
+Added: Federal Reserve
+Added: bank borrowing,
+Added: availability of
+Added: operations, changes
+Added: interest rate,
+Added: imposition of
+Added: reserve requirements
+Added: reserve requirements
+Added: against certain
+Added: borrowings by
+Added: influence overall growth and distributions of bank loans, investments and deposits,
+Added: which may affect interest rates charged
+Added: operating results
+Added: of commercial
+Added: Reserve Board’s
+Added: policies are primarily influenced by the dual mandate of price stability and
+Added: full employment, and to a lesser degree by short-
+Added: international
+Added: changes in monetary policy and the effect of such changes on our business and earnings in the future cannot be
Future Legislation and Regulation
23 unchanged sentences
processes, require us to
−Removed: increase our regulatory
−Removed: capital or modify our
+Added: increase our regulatory capital
+Added: or modify our
opportunities
11 unchanged sentences
institutions like
−Removed: programs have
−Removed: been implemented
through rules and guidance adopted by federal
−Removed: departments and agencies, including the
+Added: departments and agencies, including the U.S.
Department of Treasury,
1 unchanged sentence
other federal bank
−Removed: regulatory authorities,
−Removed: including those with
−Removed: direct supervisory
−Removed: jurisdiction over us.
−Removed: Furthermore, as the COVID-19 pandemic evolves,
−Removed: federal regulatory authorities continue
+Added: regulatory authorities, including
+Added: those with direct
+Added: supervisory jurisdiction
+Added: Furthermore, as the COVID-19 pandemic
+Added: evolves, federal regulatory authorities continue
to issue additional guidance with
7 unchanged sentences
Appropriations
−Removed: program, the Paycheck
−Removed: Protection Program, or PPP, to fund operational
−Removed: costs of eligible
−Removed: businesses, organizations and self-
−Removed: employed persons
−Removed: impacted by COVID
−Removed: are fully guaranteed
−Removed: and are eligible
−Removed: to be forgiven
−Removed: certain conditions
−Removed: are satisfied.
+Added: USCB Financial Holdings, Inc.
+Added: program, the Paycheck Protection
+Added: Program, or PPP, to fund operational costs
+Added: of eligible businesses, organizations
+Added: employed persons impacted by COVID-19.
+Added: These loans are eligible to be forgiven if
+Added: certain conditions are satisfied and are
+Added: fully guaranteed by the SBA.
Additionally,
−Removed: loan payments
−Removed: was available
−Removed: borrowers through
−Removed: collateral or
−Removed: personal guarantees were required.
−Removed: On December 27, 2020, President Trump signed the Consolidated Appropriations
−Removed: Small Businesses,
−Removed: Nonprofits, and
−Removed: Among other things, the HHSB Act renewed the PPP,
−Removed: allocating $284.5 billion for both new first time PPP loans under
−Removed: extending and amending the
−Removed: the HHSB Act also
−Removed: creates a new grant program
+Added: loan payments will also be deferred
+Added: for the first six months of the
+Added: PPP commenced on
+Added: available to qualified
+Added: borrowers through August
+Added: No collateral
+Added: guarantees were required.
+Added: On December 27, 2020,
+Added: President Trump signed the Consolidated Appropriations Act, 2021 into
+Added: law which included the Economic Aid to Hard-Hit Small Businesses,
+Added: Nonprofits, and Venues Act, or
+Added: the HHSB Act.
+Added: other things, the HHSB Act renewed the
+Added: allocating $284.45 billion for both new first time PPP
+Added: loans under the existing
+Added: the expansion
+Added: qualified, existing
+Added: PPP borrowers.
+Added: amending the PPP,
+Added: the HHSB Act also creates
+Added: a new grant program
for “shuttered venue operators.”
−Removed: December 31, 2021, we had 414 active PPP loans remaining
−Removed: totaling $42.4 million in outstanding principal balances.
−Removed: Appropriations
−Removed: suspend requirements under
−Removed: generally accepted accounting
−Removed: principles (“GAAP”) for
−Removed: loan modifications
−Removed: to borrowers affected
−Removed: by COVID-19 that may
−Removed: otherwise be characterized
−Removed: as troubled debt restructurings
−Removed: and suspend any determination
−Removed: thereto if (i) the
−Removed: borrower was not
−Removed: days past due
As of December 31,
−Removed: 31, 2019, (ii)
−Removed: the modifications are
−Removed: to COVID-19, and (iii)
−Removed: the modification occurs between
−Removed: March 1, 2020
−Removed: and the earlier of
−Removed: 60 days after
−Removed: the date of termination
−Removed: of the national
−Removed: emergency or January 1,
−Removed: regulatory authorities also issued
−Removed: guidance to encourage banks
+Added: 2022, we had 6 active PPP loans remaining totaling $1.3
+Added: Appropriations
modifications
−Removed: portfolio in deferral status associated with the COVID-19 pandemic.
−Removed: See Note 3 “Loans” of the Consolidated Financial Statements
−Removed: filed herewith for further details.
−Removed: USCB Financial Holdings, Inc.
+Added: characterized as troubled
+Added: debt restructurings and
+Added: suspend any determination
+Added: related thereto if (i)
+Added: the borrower was
+Added: modifications are
+Added: COVID-19, and
+Added: occurs between March 1, 2020 and
+Added: the earlier of 60 days after the
+Added: date of termination of the national emergency or
+Added: modifications
+Added: borrowers affected by
+Added: December 31, 2022, there
+Added: our portfolio
+Added: status associated
+Added: with the COVID-19 pandemic.
Available Information
www.uscentury.com.
−Removed: Reports on Form 10-K,
−Removed: Quarterly Reports on
−Removed: Form 10-Q, Current
Reports on Form
+Added: 10-K, Quarterly Reports
+Added: on Form 10-Q,
+Added: Current Reports on Form
8-K, and if applicable,
5 unchanged sentences
electronically
−Removed: In addition, the FDIC and the SEC maintains a
−Removed: website that contains reports and other information that
+Added: information that is filed.
USCB Financial Holdings, Inc.
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.