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 six months
ended June
30, 2023.
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
on
Form
10-K/A
(“2022
Form
10-K/A”)
filed
with
the
Securities and Exchange Commission (“SEC”) for the year ended
December 31, 2022.
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 2022 Form 10-K/A 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 and balance sheet restructuring.
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;
•
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 procedures and processes;
•
our ability
to comply
with the
extensive laws
and regulations
to which
we are subject,
including the
laws for
each
jurisdiction where we operate;
•
adverse changes or conditions in capital and financial markets, including actual or potential stresses in
the banking
industry;
•
deposit attrition and the level of our uninsured deposits;
•
legislative or regulatory
changes and
changes in accounting
principles, policies,
practices or guidelines,
including
the on-going effects of the 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;
•
effects of climate change;
•
the concentration of ownership of our common stock;
•
fluctuations in the price of our common stock;
•
our ability to fund or access the capital markets at attractive rates
and terms and manage our growth, both organic
growth as well as growth through other means, such as
future acquisitions;
•
inflation, interest rate, unemployment rate, market
and monetary fluctuations;
•
impacts of international hostilities and geopolitical events;
•
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 2022 Form
10-K/A and other
filings we
make with the
Securities and
Exchange Commission (“SEC”).
Table of Contents
34
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
All
forward-looking
statements
are
necessarily
only
estimates
of
future
results,
and
there
can
be
no
assurance
that
actual results will
not differ
materially from
expectations. Therefore,
you are cautioned
not to place
undue reliance on
any
forward-looking statements.
Further,
forward-looking statements
included in this
Form 10-Q
are made only
as of
the date
hereof, and we undertake
no obligation to
update or revise any
forward-looking statement to reflect events
or circumstances
after the date on which the statements are 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.
Overview
The Company
reported
net
income
of $4.2
million or
$0.21 per
diluted
share of
common
stock for
the three
months
ended June 30, 2023 compared
to $5.3 million or
$0.26 per diluted share
of common stock for
the three months ended
June
30, 2022. Net income
for the six months
ended June 30, 2023
was $10.0 million or
$0.51 per diluted share
of common stock
compared to $10.1 million or $0.50 per diluted share of
common stock for the same period in 2022.
During the second quarter
of 2023, the Company
repurchased 77,603 shares
of Class A common stock at a
weighted
average price per share of $9.58. The aggregate
purchase price for these transactions
was approximately $747 thousand,
including transaction costs.
Year-to-date, the Company
has repurchased
577,603 shares
at a
weighted average
price per
share
of
$11.41.
These
repurchases
were
made
through
open
market
purchase
pursuant
to
the
Company’s
publicly
announced repurchase
program. As
of June
30, 2023,
172,397 shares
remain authorized for
repurchase under
this program.
In evaluating our financial
performance, the Company
considers 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 June 30,
2023 compared to the quarter ended June 30,
2022 and to December 31, 2022,
comparison annualized where appropriate:
•
Net interest income for the three months ended
June 30, 2023 decreased $1.5 million or 9.4% to
$14.2 million from
$15.6 million for
the quarter ended
June 30, 2022. Net
interest income for
the six months
ended in June 30,
2023
increased $149 thousand or 0.5% compared to the same
period ended June 30, 2022.
•
Net interest margin (“NIM”) was 2.73% for the three months ended June 30, 2023 compared to 3.37% for the three
months ended June 30,
2022. NIM was 2.97% for
the six months ended
in June 30, 2023
compared to 3.30% for
the same period in 2022.
•
Total assets were $2.2 billion at June
30, 2023, representing an increase of $209.8
million or 10.4% from June 30,
2022 and an increase of $140.1 million or 13.5% annualized
from December 31, 2022.
•
Total loans were
$1.6 billion at
June 30, 2023,
representing an increase
of $223.2 million
or 16.3% from
June 30,
2022 and an increase of $88.6 million or 11.9% annualized
from December 31, 2022.
•
Total deposits
were $1.9
billion at
June 30,
2023, representing
an increase
of $182.6
million or
10.5% from
June
30, 2022 and an increase of $92.0 million or 10.1% annualized
from December 31, 2022.
•
Annualized return on
average assets for
the quarter ended
June 30, 2023
was 0.77% compared
to 1.08% for
the
quarter ended June 30, 2022. Annualized return
on average assets was
0.94% for the six months
ended June 30,
2023 compared to 1.05% for the same period in 2022.
•
Annualized return
on average
stockholders’
equity for
the quarter
ended June
30, 2023
was 9.13%
compared to
11.38% for
quarter ended
June 30, 2022.
Annualized return on
average equity was
10.98% for
the six
months ended
June 30, 2023 compared to 10.54% for the same period
in 2022.
•
The ACL to total loans was 1.18%
at June 30, 2023 and
1.16% at December
31, 2022. ACL was calculated under
the CECL methodology
for three
and six
months ended
June 30,
2023 and
the incurred
loss methodology
for all
periods in 2022.
•
Non-performing loans to total loans was 0.03% at June
30, 2023 compared to 0.0% at December 31, 2022.
Table of Contents
35
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
•
At
June 30,
2023,
the
total
risk-based
capital
ratios
for
the
Company
and
the
Bank
were
13.42%
and
13.37%,
respectively.
•
Tangible
book
value
per
common
share
(non-GAAP
financial
measurement)
of
$9.40
as
of
June
30,
2023
was
negatively affected
by $2.41
due to
after tax
unrealized security
losses on
securities of
$47.1 million
at June
30,
2023. At June 30, 2022,
tangible book value
of $9.00 per
common share was
negatively affected
by $1.84 due
to
$36.9 million after tax unrealized security losses. 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 2022 Form
10-K/A. To prepare
financial statements
in conformity
with US 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
On
January
1,
2023,
the
Company
adopted
ASU
2016-13
Financial
Instruments
-
Credit
Losses
(Topic
326):
Measurement of Credit Losses
on Financial Instruments,
as amended, which replaces
the incurred loss methodology
with
an
expected
loss
methodology
that
is
referred
to
as
the
current
expected
credit
loss
(CECL)
methodology.
See
Note
1
“Summary of Significant
Accounting Policies” Item
1 of Part I
of this Form
10-Q for more information
on the adoption
ASC
326 and the allowance of credit losses.
Our ACL
included residential
loans. To
assess the
potential impact
of changes
in qualitative
factors related
to these
loans,
management
performed
a sensitivity
analysis.
The
Company evaluated
the
impact
of
the HPI
used
in calculating
expected losses on the residential loan segment. As of June 30,
2023, for every 100 basis points increase in the
HPI index,
the forecast
reduces
reserves
by
approximately
$240
thousand
and
about
2 basis
points
to
the
reserve
coverage
ratio,
everything else being
constant. This
sensitivity analysis provides
a hypothetical result
to assess the
sensitivity of the
ACL
and does not represent a change in management’s
judgement.
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.
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
Table of Contents
36
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
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.
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):
June 30, 2023
December 31, 2022
Consolidated Balance Sheets:
Total
assets
$
2,225,914
$
2,085,834
Total
loans
(1)
$
1,595,959
$
1,507,338
Total
deposits
$
1,921,301
$
1,829,281
Total
stockholders' equity
$
183,685
$
182,428
(1)
Loan amounts include deferred fees/costs.
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Consolidated Statements of Operations:
Net interest income before provision for credit losses
$
14,173
$
15,642
$
30,170
$
30,021
Total
non-interest income
$
1,846
$
1,617
$
3,916
$
3,562
Total
non-interest expense
$
10,452
$
9,551
$
20,628
$
19,163
Net income
$
4,196
$
5,295
$
10,005
$
10,149
Profitability:
Efficiency ratio
65.25%
55.34%
60.52%
57.06%
Net interest margin
2.73%
3.37%
2.97%
3.30%
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 the provision for
income taxes.
Three months ended June 30, 2023 compared to the three
months ended June 30, 2022
Net income decreased to
$4.2 million for the
three months ended June
30, 2023 from $5.3 million
for the same period
in 2022 mainly due to higher weighted average deposit
costs.
Six months ended June 30, 2023 compared to six months
ended June 30, 2022
Net income slightly decreased to $10.0 million for the six months
ended June 30, 2023 from $10.1 million for the same
period
in
2022.
The
main
drivers
of
the
slight
decrease
of
net
income
were
a
$14.6
million
increase
in
interest
income
generated from higher loan
yields and a bigger loan
portfolio, offset by a
$14.5 million increase in
interest expense mainly
due to increases in deposit cost, combined with a $1.5
million increase in non-interest expense.
Table of Contents
37
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
Net Interest Income
Net
interest
income
is
the
difference
between
interest
earned
on
interest-earning
assets
and
interest
incurred
on
interest-bearing liabilities and
is the
primary driver of
core earnings. Interest
income is generated
from interest and
dividends
on
interest-earning
assets,
including
loans,
investment
securities
and
other
short-term
investments.
Interest
expense
is
incurred
from
interest
paid
on
interest-bearing
liabilities,
including
interest-bearing
deposits,
FHLB
advances
and
other
borrowings.
To evaluate net
interest income, we
measure and monitor
(i) yields on
loans and other
interest-earning assets, (ii)
the
costs of deposits
and other funding
sources, (iii) net
interest spread, and
(iv) net interest margin.
Net interest spread is
equal
to the difference between 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 funding 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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38
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
The following
table contains
information related
to average
balances, average
yields earned
on assets,
and average
costs of liabilities for the periods indicated (dollars in
thousands):
Three Months Ended June 30,
2023
2022
Average
(1)
Balance
Interest
Yield/Rate
(2)
Average
(1)
Balance
Interest
Yield/Rate
(2)
Assets
Interest-earning assets:
Loans
(3)
$
1,569,266
$
20,847
5.33%
$
1,296,476
$
14,053
4.35%
Investment securities
(4)
422,544
2,382
2.26%
493,352
2,510
2.04%
Other interest-earnings assets
87,536
1,051
4.82%
69,503
121
0.70%
Total interest-earning assets
2,079,346
24,280
4.68%
1,859,331
16,684
3.60%
Non-interest-earning assets
104,196
109,050
Total assets
$
2,183,542
$
1,968,381
Liabilities and stockholders' equity
Interest-bearing liabilities:
Interest-bearing checking
$
53,561
200
1.50%
$
66,349
17
0.10%
Saving and money market deposits
940,095
6,968
2.97%
781,076
615
0.32%
Time deposits
277,001
2,145
3.11%
224,284
271
0.48%
Total interest-bearing deposits
1,270,657
9,313
2.94%
1,071,709
903
0.34%
FHLB advances and other borrowings
93,075
794
3.42%
36,330
139
1.53%
Total interest-bearing liabilities
1,363,732
10,107
2.97%
1,108,039
1,042
0.38%
Non-interest-bearing demand deposits
601,778
644,975
Other non-interest-bearing liabilities
33,794
28,770
Total liabilities
1,999,304
1,781,784
Stockholders' equity
184,238
186,597
Total liabilities and stockholders' equity
$
2,183,542
$
1,968,381
Net interest income
$
14,173
$
15,642
Net interest spread
(5)
1.71%
3.22%
Net interest margin
(6)
2.73%
3.37%
(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. This amount includes
FHLB stock.
(5)
Net interest spread is the weighted average
yield on total interest-earning assets minus the weighted
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
39
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
Six Months Ended June 30,
2023
2022
Average
Balance
(1)
Interest
Yield/Rate
(2)
Average
Balance
(1)
Interest
Yield/Rate
(2)
Assets
Interest-earning assets:
Loans
(3)
$
1,558,390
$
40,558
5.25
%
$
1,254,189
$
27,035
4.35
%
Investment securities
(4)
422,132
4,668
2.23
%
501,758
4,839
1.94
%
Other interest-earnings assets
65,433
1,433
4.42
%
79,763
152
0.38
%
Total interest-earning assets
2,045,955
46,659
4.60
%
1,835,710
32,026
3.52
%
Non-interest earning assets
106,100
105,374
Total assets
$
2,152,055
$
1,941,084
Liabilities and stockholders' equity
Interest-bearing liabilities:
Interest-bearing checking
$
55,812
243
0.88
%
$
65,398
33
0.10
%
Money market and savings accounts
918,697
11,753
2.58
%
758,729
1,166
0.31
%
Time deposits
251,009
3,202
2.57
%
223,781
530
0.48
%
Total interest-bearing deposits
1,225,518
15,198
2.50
%
1,047,908
1,729
0.33
%
Borrowings and repurchase agreements
77,425
1,291
3.36
%
36,171
276
1.54
%
Total interest-bearing liabilities
1,302,943
16,489
2.55
%
1,084,079
2,005
0.37
%
Non-interest bearing demand deposits
632,901
635,740
Other non-interest-bearing liabilities
32,404
27,079
Total liabilities
1,968,248
1,746,898
Stockholders' equity
183,807
194,186
Total liabilities and stockholders' equity
$
2,152,055
$
1,941,084
Net interest income
$
30,170
$
30,021
Net interest spread
(5)
2.05
%
3.15
%
Net interest margin
(6)
2.97
%
3.30
%
(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 weighted average
yield on total interest-earning assets minus the weighted
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 June 30, 2023 compared to the three
months ended June 30, 2022
Net interest income before the provision
for credit losses was $14.2 million for
the three months ended June 30,
2023,
a decrease of
$1.5 million or
9.4%, from
$15.6 million
for the same
period in 2022.
The decrease can
be attributed to
the
impact of higher deposit costs, which was a result to
the prevailing market interest rate conditions.
Net interest
margin was
at 2.73%
for the
quarter ended
June 30, 2023
and 3.37%
for the
same period
in 2022.
The
increase in loan yields as well as yields on other interest
-earning assets was offset by higher deposit and borrowing
costs.
Six months ended June 30, 2023 compared to six months
ended June 30, 2022
Net interest income before the provision for credit losses was $30.2 million for the six months ended June 30, 2023, an
increase of $149 thousand or 0.5%, from $30.0 million for
the same period in 2022.
Net interest
margin
decreased
to 2.97%
for the
six
months
ended June
30,
2023 from
3.30% in
the same
period in
2022. Overall interest-bearing asset yields grew but were outpaced
by the increase in cost of funds.
Provision for Credit Losses
The provision
for credit
losses represents
a charge
to earnings
necessary to
maintain an
allowance for
credit losses
that, in
management's evaluation,
is adequate
to provide
coverage for
all expected
credit losses.
The provision
for credit
losses is
impacted by
variations in
our loan
and debt
securities portfolio,
recent historical
and projected
future economic
Table of Contents
40
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
conditions, our internal assessment of the credit quality of
the loan and debt securities portfolios
and net charge-offs.
Three months ended June 30, 2023 compared to the three
months ended June 30, 2022
The provision for credit loss was $38 thousand for the three months
ended June 30, 2023 compared to $705 thousand
for the same period
in 2022.
Growth in unfunded commitments
was the primary driver
of the provision expense
during the
three months ended June
30, 2023 period. The
decrease in provision for
credit losses in the
2023 period compared to
the
June 30, 2022 quarter was due to greater loan growth
in second quarter 2022.
Six months ended June 30, 2023 compared to six months
ended June 30, 2022
The provision for credit
loss was $239
thousand for the six
months ended June
30, 2023 compared
to $705 thousand
for the same period in 2022. Decrease of $466 thousand due to higher loan growth in the six months ended
June 30, 2022.
The ACL as a percentage of total loans increased to 1.18% at June 30, 2023 compared to 1.15% at June 30,
2022.
ACL for the
three and six months ended
June 30 2023, was estimated under
the CECL methodology, and for
all periods
in 2022, it was estimated under the incurred loss model
.
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 June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Service fees
$
1,173
$
1,083
$
2,378
$
1,983
Gain (loss) on sale of securities available for sale, net
-
(3)
(21)
18
Gain on sale of loans held for sale, net
94
22
441
356
Loan settlement
-
-
-
161
Other non-interest income
579
515
1,118
1,044
Total
non-interest income
$
1,846
$
1,617
$
3,916
$
3,562
Three months ended June 30, 2023 compared to the three
months ended June 30, 2022
Non-interest income
for the
three months
ended June 30,
2023 increased
$229 thousand
or 14.2%,
compared to
the
same period in
2022. This increase
was primarily driven
by an increase
in service fees
from a larger
deposit portfolio and
$72 increase in gain on sale of loans due to higher sales
of SBA
7a loans.
Six months ended June 30, 2023 compared to the six
months ended June 30, 2022
Non-interest income for the six months ended June 30, 2023 increased $354 thousand or 9.9%,
compared to the same
period in
2022. This
increase was
primarily
driven by
an increase
in service
fees
from a
larger deposit
portfolio.
For the
period ended
June 30,
2022,
the Company
recognized $161
thousand interest
recovery from
a prior
lending customer
of
the Bank. This payment reflected the final payment and settlement
of lien judgements against the customer.
Table of Contents
41
USCB Financial Holdings, Inc.
Q2 2023 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 June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Salaries and employee benefits
$
5,882
$
5,913
$
12,259
$
11,788
Occupancy
1,319
1,251
2,618
2,521
Regulatory assessment and fees
452
226
676
439
Consulting and legal fees
386
398
744
915
Network and information technology services
505
448
983
835
Other operating
1,908
1,315
3,348
2,665
Total
non-interest expense
$
10,452
$
9,551
$
20,628
$
19,163
Three months ended June 30, 2023 compared to the three
months ended June 30, 2022
Non-interest expense
for the
three months
ended June 30,
2023 increased
$901 thousand
or 9.4%,
compared to
the
same period in 2022. The increase was primarily driven by an increase in the FDIC deposit insurance assessment rate and
audit
and
tax
services
expenses
and
was
partially
offset
by
a
decrease
in
the
incentive
compensation
accrual
which
is
included in salary and employee benefits expense.
Six months ended June 30, 2023 compared to the six
months ended June 30, 2022
Non-interest expense
for the six
months ended June
30, 2023 increased
$1.5 million or
7.6%, compared
to the same
period
in
2022. The
increase
was
primarily
driven
by
higher
salaries
and
employee
benefits
expense
due
to new
hires,
increased salary compensation and seasonal payroll taxes as well as increases
in the FDIC deposit insurance assessment
rate, and audit and tax services expense.
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 June 30, 2023 compared to the three
months ended June 30, 2022
Income tax
expense for
the quarter
ended June 30,
2023 was
$1.3 million
as compared
to $1.7
million for
the same
period in
2022. The
effective tax
rate for
the three
months ended
June 30,
2023
was 24.1%
compared
to
24.4% for
the
same period in 2022.
Six months ended June 30, 2023 compared to the six
months ended June 30, 2022
Income tax expense
for the six
months ended June
30, 2023 decreased
to $3.2 million
from $3.6 million
for the same
period in 2022. The Company’s effective tax rate was 24.3% for the 2023 period compared to 26.0% for the same period in
2022. The
Company’s
effective
tax rate
in
the
period
ended June
30,
2022
was
higher primarily
because
the
Company
recorded a one-time adjustment of $300 thousand to deferred
tax assets which increased the income tax provision.
For
a
further
discussion
of
income
taxes,
see
Note
4
“Income
Taxes”
to
the
unaudited
Consolidated
Financial
Statements in Item 1 of Part I of this Form 10-Q.
Analysis of Financial Condition
Total
assets at June 30, 2023 were $2.2 billion, an increase of $140.1 million, or 13.5%
annualized, over total assets of
$2.1 billion at December 31, 2022. Total
loans, net of unearned fees/cost, increased $88.6 million, or 11.9
%
annualized, to
$1.6 billion at June 30,
2023 compared to $1.5
billion at December
31, 2022. Total
deposits increased by $92.0
million, or
10.1% annualized, to $1.9 billion at June 30, 2023 compared
to December 31, 2022.
Table of Contents
42
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
Investment Securities
The investment portfolio
is used and
managed to provide
liquidity through cash
flows, marketability
and, if necessary,
collateral for
borrowings. The
investment portfolio
is also
used as
a tool
to manage
interest rate
risk and
the Company’s
capital
market
risk
exposure.
The
philosophy
of
the
portfolio
is
to
maximize
the
Company’s
profitability
taking
into
consideration the Company’s
risk appetite and
tolerance, manage
the asset composition
and diversification,
and maintain
adequate risk-based capital ratios.
The
investment
portfolio
is
managed
in
accordance
with
the
Asset
and
Liability
Management
(“ALM”)
policy,
which
includes
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.
ASC Topic
326 amended
the
existing
other-than-temporary-impairment
guidance
for AFS
securities,
requiring
credit
losses to be recorded as
an allowance rather than
through a permanent write-down.
When evaluating AFS
debt securities
under ASC
Topic
326, the
Company has
evaluated whether
the decline
in fair
value is
attributed to
credit losses
or other
factors
like
interest
rate
risk,
using
both
quantitative
and
qualitative
analyses,
including
company
performance
analysis,
review of credit
ratings, remaining
payment terms,
prepayment speeds
and analysis
of macro-economic
conditions. Each
investment is expected
to recover
its price depreciations
over its holding
period as
it moves to
maturity and the
Company
has
the
intent
and
ability
to
hold
these
securities
to
maturity
if
necessary.
As
a
result
of
this
evaluation,
the
Company
concluded that no allowance was required on AFS securities.
AFS and
HTM investment
securities increased
$20.6 million, or
9.9% annualized,
to $439.4 million
at June 30,
2023
from $418.8 million at December 31, 2022. Investment
securities increased due to reinvestment of payments
received and
investment of excess
in 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
June 30,
2023,
investment
securities
with
a
market value of
$223.2 million were
pledged to secure
public deposits and
BTFP.
The investment portfolio
does not have
any tax-exempt securities.
Table of Contents
43
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
The
following
table
presents
the
amortized
cost
and
fair
value
of
investment
securities
for
the
dates
indicated
(in
thousands):
June 30, 2023
December 31, 2022
Available-for-sale:
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
U.S. Government Agency
$
9,906
$
8,334
$
10,177
$
8,655
Collateralized mortgage obligations
107,991
83,883
118,951
95,541
Mortgage-backed securities - residential
71,279
58,099
73,838
60,879
Mortgage-backed securities - commercial
36,775
30,852
32,244
27,954
Municipal securities
25,044
19,091
25,084
18,483
Bank subordinated debt securities
16,836
14,468
15,964
14,919
Corporate bonds
4,033
3,715
4,037
3,709
$
271,864
$
218,442
$
280,295
$
230,140
Held-to-maturity:
U.S. Government Agency
$
44,404
$
38,230
$
44,914
$
39,062
U.S. Treasury
39,414
39,400
9,841
9,828
Collateralized mortgage obligations
65,844
57,030
68,727
60,925
Mortgage-backed securities - residential
44,834
40,213
42,685
38,483
Mortgage-backed securities - commercial
15,491
14,409
11,442
10,777
Corporate bonds
10,988
10,047
11,090
10,013
$
220,975
$
199,329
$
188,699
$
169,088
Allowance for credit losses - securities held-to-maturity
(19)
Securities held-to maturity, net of allowance for credit losses
$
220,956
The following
table shows
the weighted
average yields,
categorized by
contractual maturity,
for investment
securities
as of June 30, 2023 (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%
$
2,356
3.17%
$
7,550
2.29%
$
9,906
2.50%
Collateralized mortgage obligations
-
0.00%
-
0.00%
-
0.00%
107,991
1.40%
107,991
1.40%
MBS - residential
-
0.00%
-
0.00%
-
0.00%
71,279
1.62%
71,279
1.62%
MBS - commercial
-
0.00%
-
0.00%
-
0.00%
36,775
2.17%
36,775
2.17%
Municipal securities
-
0.00%
-
0.00%
1,000
2.05%
24,044
1.73%
25,044
1.74%
Bank subordinated debt securities
-
0.00%
-
0.00%
16,836
4.83%
-
0.00%
16,836
4.83%
Corporate bonds
-
0.00%
4,033
2.50%
-
0.00%
-
0.00%
4,033
2.50%
$
-
$
4,033
$
20,192
$
247,639
$
271,864
1.86%
Held-to-maturity:
U.S. Government Agency
$
-
0.00%
$
7,915
1.03%
$
20,358
1.46%
$
16,131
1.85%
$
44,404
1.52%
U.S. Treasury
39,414
5.25%
-
0.00%
-
0.00%
-
0.00%
39,414
5.25%
Collateralized mortgage obligations
-
0.00%
-
0.00%
-
0.00%
65,844
1.66%
65,844
1.66%
MBS - residential
-
0.00%
4,497
1.85%
5,933
1.75%
34,404
2.40%
44,834
2.26%
MBS - commercial
-
0.00%
-
0.00%
3,080
1.62%
12,411
2.12%
15,491
2.02%
Corporate bonds
1,502
2.25%
9,486
2.79%
-
0.00%
-
0.00%
10,988
2.72%
$
40,916
$
21,898
$
29,371
$
128,790
$
220,975
2.13%
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
44
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
The following table shows the loan portfolio composition
as of the dates indicated (in thousands):
June 30, 2023
December 31, 2022
Total
Percent of
Total
Total
Percent of
Total
Residential Real Estate
$
183,093
11.5
%
$
185,636
12.3
%
Commercial Real Estate
989,401
62.0
%
970,410
64.4
%
Commercial and Industrial
169,401
10.6
%
126,984
8.4
%
Foreign Banks
85,409
5.4
%
93,769
6.2
%
Consumer and Other
167,845
10.5
%
130,429
8.7
%
Total
gross loans
1,595,149
100.0
%
1,507,228
100.0
%
Less: Deferred fees (cost)
(810)
(110)
Total
loans net of deferred fees (cost)
1,595,959
1,507,338
Less: Allowance for credit losses
18,815
17,487
Total
net loans
$
1,577,144
$
1,489,851
Total
loans, net of unearned fees/cost, increased by $88.6 million,
or 11.9%
annualized, at June 30, 2023 compared to
December 31, 2022. The commercial and industrial, and
to a lesser extent, consumer and
other and commercial real estate
segments had the
most significant growth partially
offset by modest declines
in the residential
real estate and
correspondent
bank loan segments.
Our
loan
portfolio
continues
to
grow,
with
commercial
real
estate
lending
as
the
primary
focus
which
represented
approximately
62.0%
of
the total
gross
loan portfolio
as of
June 30, 2023.
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 June 30,
2023 (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
$
9,924
$
15,866
$
83,937
$
73,366
$
183,093
Commercial Real Estate
79,586
167,334
732,553
9,928
989,401
Commercial and Industrial
5,304
36,175
87,463
40,459
169,401
Foreign Banks
85,409
-
-
-
85,409
Consumer and Other
3,037
1,888
11,612
151,308
167,845
Total
gross loans
$
183,260
$
221,263
$
915,565
$
275,061
$
1,595,149
Interest rate sensitivity:
Fixed interest rates
$
161,350
$
122,412
$
162,484
$
164,385
$
610,631
Floating or adjustable rates
21,910
98,851
753,081
110,676
984,518
Total
gross loans
$
183,260
$
221,263
$
915,565
$
275,061
$
1,595,149
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
June 30,
2023, approximately
61.7% of
the loans
have adjustable/variable
rates and
38.3% of
the loans
have
fixed rates.
The adjustable/variable
rate loans
re-price to
different benchmarks
and tenors
in different
periods of
time. By
contractual characteristics, there are no
material concentrations on anniversary repricing. Additionally, it is
important to note
Table of Contents
45
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
that most
of our
loans have
interest rate
floors. This
embedded option
protects the
Company from
a decrease
in interest
rates below the floor 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):
June 30, 2023
Pass
Special Mention
Substandard
Doubtful
Total
Residential Real Estate
$
183,093
$
-
$
-
$
-
$
183,093
Commercial Real Estate
986,874
-
2,527
-
989,401
Commercial and Industrial
168,565
-
836
-
169,401
Foreign Banks
85,409
-
-
-
85,409
Consumer and Other
167,845
-
-
-
167,845
$
1,591,786
$
-
$
3,363
$
-
$
1,595,149
December 31, 2022
Pass
Special Mention
Substandard
Doubtful
Total
Residential Real Estate
$
185,636
$
-
$
-
$
-
$
185,636
Commercial Real Estate
967,465
-
2,945
-
970,410
Commercial and Industrial
126,177
-
807
-
126,984
Foreign Banks
93,769
-
-
-
93,769
Consumer and Other
130,233
-
196
-
130,429
$
1,503,280
$
-
$
3,948
$
-
$
1,507,228
Table of Contents
46
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
Non-Performing Assets
The following table presents non-performing assets
as of the dates shown (in thousands,
except ratios):
June 30, 2023
December 31, 2022
Total
non-performing loans
$
486
$
-
Other real estate owned
-
-
Total
non-performing assets
$
486
$
-
Asset quality ratios:
(1)
Allowance for credit losses to total loans
1.18%
1.16%
Allowance for credit losses to non-performing loans
3871%
- %
Non-performing loans to total loans
0.03%
- %
(1)
ACL was calculated under CECL methodology for 2023, and incurred loss methodology for 2022
Non-performing
assets
include
all
loans
categorized
as
non-accrual
or
restructured,
impaired
securities,
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.
The
Company
may
grant
a
loan
concession
to
a
borrower
experiencing
financial
difficulties.
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.
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.
For further discussion on non-performing loans
and borrowers experiencing financial difficulties,
see Note 3 “Loans” to
the unaudited Consolidated Financial Statements of this
Form 10-Q.
Allowance for Credit Losses
On January 1,
2023, the Company
adopted FASB
ASU 2016-13,
which introduced the
current expected
credit losses
(CECL) methodology
and
required
us to
estimate
all expected
credit
losses over
the remaining
life of
our loan
portfolio.
Accordingly,
the
ACL
represents
an
amount
that,
in
management's
evaluation,
is
adequate
to
provide
coverage
for
all
expected future credit losses on outstanding loans. 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.
See
Note
3 “Loans”
in Item
1 of
Part 1
of
this Form
10-Q
for more
information
on
the
allowance
for
credit
losses.
Table of Contents
47
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
The following table presents ACL and net charge-offs to average loans by
type for the periods indicated (in thousands):
Residential
Real Estate
Commercial
Real Estate
Commercial
and Industrial
Foreign
Banks
Consumer
and Other
Total
Three Months Ended June 30, 2023
Beginning balance
$
2,819
$
10,453
$
2,367
$
772
$
2,476
$
18,887
Provision for credit losses
(1)
(148)
(270)
125
(95)
345
(43)
Recoveries
2
-
8
-
1
11
Charge-offs
-
-
-
-
(40)
(40)
Ending Balance
$
2,673
$
10,183
$
2,500
$
677
$
2,782
$
18,815
Average loans
$
180,945
983,926
155,241
96,399
152,755
1,569,266
Net charge-offs to average loans
0.00%
-
-0.02%
-
0.10%
0.01%
Six Months Ended June 30, 2023
Beginning balance
$
1,352
$
10,143
$
4,163
$
720
$
1,109
$
17,487
Cumulative effect of adoption of accounting
principle
(2)
1,238
1,105
(2,158)
23
858
1,066
Provision for credit losses
(3)
73
(1,065)
443
(66)
857
242
Recoveries
10
-
52
-
3
65
Charge-offs
-
-
-
-
(45)
(45)
Ending Balance
$
2,673
$
10,183
$
2,500
$
677
$
2,782
$
18,815
Average loans
$
188,630
974,149
156,883
92,238
146,490
1,558,390
Net charge-offs to average loans
-0.01%
-
-0.07%
-
0.06%
0.00%
(1) Provision for credit losses excludes $62 thousand expense due to unfunded commitments included in other liabilities and $19
thousand expense due to investment securities held to maturity.
(2) Impact of CECL adoption on January 1, 2023
(3) Provision for credit losses excludes $22 thousand release due to unfunded commitments included in other liabilities and $19
thousand expense due to investment securities held to maturity.
Residential
Real Estate
Commercial
Real Estate
Commercial
and Industrial
Foreign
Banks
Consumer
and Other
Total
Three Months Ended June 30, 2022
Beginning balance
$
2,357
$
9,183
$
2,355
$
491
$
688
$
15,074
Provision for credit losses
9
107
311
160
118
705
Recoveries
-
-
5
-
3
8
Charge-offs
-
-
-
-
(1)
(1)
Ending Balance
$
2,366
$
9,290
$
2,671
$
651
$
808
$
15,786
Average loans
$
198,812
$
799,846
$
126,434
$
76,968
$
94,416
$
1,296,476
Net charge-offs to average loans
-
-
-0.02%
-
-0.01%
0.00%
Six Months Ended June 30, 2022
Beginning balance
$
2,498
$
8,758
$
2,775
$
457
$
569
$
15,057
Provision for credit losses
(148)
532
(115)
194
242
705
Recoveries
32
-
11
-
3
46
Charge-offs
(16)
-
-
-
(6)
(22)
Ending Balance
$
2,366
$
9,290
$
2,671
$
651
$
808
$
15,786
Average loans
$
198,453
$
769,978
$
133,009
$
68,400
$
84,349
$
1,254,189
Net charge-offs to average loans
-0.02%
-
-0.02%
-
0.01%
0.00%
Table of Contents
48
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
Bank-Owned Life Insurance
As of June 30,
2023, the combined
cash surrender
value of all bank-owned
life insurance (“BOLI”)
policies was $43.3
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 June 30,
2023
2022
Average Balance
Average Rate
Paid
Average Balance
Average Rate
Paid
Non-interest-bearing checking
$
601,778
0.00%
$
644,975
0.00%
Interest-bearing checking
53,561
1.50%
66,349
0.10%
Money market and savings deposits
940,095
2.97%
781,076
0.32%
Time deposits
277,001
3.11%
224,284
0.48%
Total
$
1,872,435
1.99%
$
1,716,684
0.21%
The Company
has a
granular deposit
portfolio
with outstanding
balances comprised
of 50%
in commercial
deposits,
36% personal
deposits, 11%
public funds
which are
partially collateralized
and 3%
brokered deposits.
During the
second
quarter ended June 30, 2023, the Company acquired
$50 million in brokered deposits to boost liquidity.
The Company has
approximately 20 thousand deposits accounts with the majority in personal
accounts,
approximately 13 thousand or 64.4%.
The
estimated
average
account
size
of
our
deposit
portfolio
is
approximately
$98
thousand
as
of
June
30,
2023.
The
Company also offers
Insured Cash Sweep (“ICS”) and Certificate
of
Deposit Account Registry Service (“CDARS”)
deposit
products to fully insure our clients.
The
uninsured
deposits
are
estimated
based
on
the
FDIC
deposit
insurance
limit
of
$250
thousand
for
all
deposit
accounts at the Company per
account holder. The
total estimated amount of uninsured
deposits is 53.2% or $1.0 billion
at
June 30, 2023.
The following table shows scheduled maturities of uninsured
time deposits as of June 30, 2023 (in thousands):
June 30, 2023
Three months or less
$
30,409
Over three through six months
17,692
Over six though twelve months
31,672
Over twelve months
11,696
$
91,469
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 June 30, 2023 escrow balances totaled $12.1 million
compared to $3.5 million at December 31, 2022
.
Table of Contents
49
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
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 operation
s
or the financial condition of the Company.
As of June 30, 2023, we
had $87.0 million of fixed-rate
advances outstanding from
the FHLB with a weighted average
rate of 3.06%. Maturity dates for the advances range between
2023 to 2028 detailed in the table below.
The following table presents the FHLB fixed rate advances
as of June 30, 2023 (in thousands):
Interest Rate
Type of Rate
Maturity Date
Amount
0.81%
Fixed
August 17, 2023
$
5,000
1.04%
Fixed
July 30, 2024
5,000
2.05%
Fixed
March 27, 2025
10,000
1.07%
Fixed
July 18, 2025
6,000
3.76%
Fixed
January 24, 2028
11,000
3.77%
Fixed
April 25, 2028
50,000
$
87,000
We
have also
established
Federal Funds
lines of
credit with
our upstream
correspondent banks,
the BTFP,
and the
FRB Atlanta
Discount Window
to manage
temporary
fluctuations in
our daily
cash
balances.
As of
June 30, 2023,
there
were no outstanding balances with any of these sources.
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
):
June 30, 2023
December 31, 2022
Commitments to grant loans and unfunded lines of credit
$
92,910
$
95,461
Standby and commercial letters of credit
8,344
4,320
Total
$
101,254
$
99,781
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.
Table of Contents
50
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
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.
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 steepening)
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 ALCO
model, as of June
30, 2023, we had
a neutral balance sheet
for year one modeling
and an asset
sensitive balance
sheet for year
two modeling.
Asset sensitivity indicates
that our
assets generally reprice
faster than our
liabilities, which results in a favorable impact to net interest income when market
interest rates increase. Liability sensitivity
indicates that our
liabilities generally reprice
faster than our
assets, which results
in a favorable
impact to net
interest income
when market interest rates decrease.
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 interest 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
June 30, 2023,
NIM most likely
will remain neutral
for year one
and should increase
for
year two under static
rate scenarios (an
increase or decrease
of 400 basis
points). For the
static forecast in
year one, the
estimated NIM
will decrease
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
in rates will have a
negative impact on the EVE
and lower rates, a
positive impact. Results and
analysis are presented quarterly to the ALCO, and strategies
are defined.
Table of Contents
51
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
Liquidity
Liquidity is defined
as a Company’s
capacity to meet
its cash and
collateral obligations at
a reasonable cost.
Maintaining
an adequate level of liquidity depends on the Company’s ability to
efficiently meet both expected and unexpected cash flow
and collateral needs without adversely affecting
either daily operations or the financial condition of
the Company.
Liquidity risk
is the
risk that
we will
be unable
to meet
our short-term
and long-term
obligations as
they become
due
because of an inability
to liquidate assets or
obtain relatively adequate funding. The
Company’s obligations, and the funding
sources
used
to
meet
them,
depend
significantly
on
our
business
mix,
balance
sheet
structure
and
composition,
credit
quality of our assets and the cash flow profiles of our on
-
and off-balance sheet obligations.
In managing
inflows and
outflows,
management
regularly monitors
situations that
can give
rise to
increased
liquidity
risk. These
include funding
mismatches, market
constraints on
the ability
to convert
assets (particularly
investments) into
cash or in accessing sources of funds (i.e., market liquidity),
and contingent liquidity events.
Changes in macroeconomic conditions, 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 services
certificate
of deposit,
the Bank
Term
Funding Program,
FRB
Atlanta discount
window,
and borrowings
from the
FHLB. Accordingly,
we believe
our liquidity
resources are
adequate to
fund loans and meet other cash needs as necessary.
Table of Contents
52
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
Capital Adequacy
As
of
June 30,
2023,
the
Bank
was
well capitalized
under
the
FDIC’s
prompt
corrective
action
framework.
We
also
follow the capital conservation
buffer framework,
and as of June
30, 2023, we
exceeded the capital
conversation buffer
in
all capital
ratios,
according
to
our actual
ratios.
The
following
table
presents
the
capital
ratios
for
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
June 30, 2023
Total
risk-based capital
$
224,719
13.37
%
$
134,413
8.00
%
$
168,017
10.00
%
Tier 1 risk-based capital
$
205,391
12.22
%
$
100,810
6.00
%
$
134,413
8.00
%
Common equity tier 1 capital
$
205,391
12.22
%
$
75,607
4.50
%
$
109,211
6.50
%
Leverage ratio
$
205,391
9.30
%
$
88,361
4.00
%
$
110,451
5.00
%
December 31, 2022:
Total
risk-based capital
$
216,693
13.58
%
$
127,616
8.00
%
$
159,520
10.00
%
Tier 1 risk-based capital
$
198,909
12.47
%
$
95,712
6.00
%
$
127,616
8.00
%
Common equity tier 1 capital
$
198,909
12.47
%
$
71,784
4.50
%
$
103,688
6.50
%
Leverage ratio
$
198,909
9.56
%
$
83,210
4.00
%
$
104,012
5.00
%
The Company is not subject to capital ratios imposed by Basel III on bank holding companies because the Company is
deemed to be a small bank holding company.
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
53
USCB Financial Holdings, Inc.
Q2 2023 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):
Table of Contents
54
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
USCB FINANCIAL HOLDINGS, INC.
NON-GAAP FINANCIAL MEASURES (UNAUDITED)
(Dollars in thousands)
As of or For the Three Months Ended
6/30/2023
3/31/2023
12/31/2022
9/30/2022
6/30/2022
Pre-tax pre-provision ("PTPP") income:
(1)
Net income
$
4,196
$
5,809
$
4,434
$
5,558
$
5,295
Plus: Provision for income taxes
1,333
1,881
1,415
1,963
1,708
Plus: Provision for credit losses
38
201
880
910
705
PTPP income
$
5,567
$
7,891
$
6,729
$
8,431
$
7,708
PTPP return on average assets:
(1)
PTPP income
$
5,567
$
7,891
$
6,729
$
8,431
$
7,708
Average assets
$
2,183,542
$
2,120,218
$
2,051,867
$
2,026,791
$
1,968,381
PTPP return on average assets
(2)
1.02%
1.51%
1.30%
1.65%
1.57%
Operating net income:
(1)
Net income
$
4,196
$
5,809
$
4,434
$
5,558
$
5,295
Less: Net gains (losses) on sale of securities
-
(21)
(1,989)
(558)
(3)
Less: Tax effect on sale of securities
-
5
504
141
1
Operating net income
$
4,196
$
5,825
$
5,919
$
5,975
$
5,297
Operating PTPP income:
(1)
PTPP income
$
5,567
$
7,891
$
6,729
$
8,431
$
7,708
Less: Net gains (losses) on sale of securities
-
(21)
(1,989)
(558)
(3)
Operating PTPP income
$
5,567
$
7,912
$
8,718
$
8,989
$
7,711
Operating PTPP return on average assets:
(1)
Operating PTPP income
$
5,567
$
7,912
$
8,718
$
8,989
$
7,711
Average assets
$
2,183,542
$
2,120,218
$
2,051,867
$
2,026,791
$
1,968,381
Operating PTPP return on average assets
(2)
1.02%
1.51%
1.69%
1.76%
1.57%
Operating return on average assets:
(1)
Operating net income
$
4,196
$
5,825
$
5,919
$
5,975
$
5,297
Average assets
$
2,183,542
$
2,120,218
$
2,051,867
$
2,026,791
$
1,968,381
Operating return on average assets
(2)
0.77%
1.11%
1.14%
1.17%
1.08%
Operating return on average equity:
(1)
Operating net income
$
4,196
$
5,825
$
5,919
$
5,975
$
5,297
Average equity
$
184,238
$
183,371
$
177,556
$
185,288
$
186,597
Operating return on average equity
(2)
9.13%
12.88%
13.23%
12.79%
11.39%
Operating Revenue:
(1)
Net interest income
$
14,173
$
15,997
$
16,866
$
16,774
$
15,642
Plus: Non-interest income
1,846
2,070
(123)
1,789
1,617
Less: Net gains (losses) on sale of
securities
-
(21)
(1,989)
(558)
(3)
Operating revenue
$
16,019
$
18,088
$
18,732
$
19,121
$
17,262
Operating Efficiency Ratio:
(1)
Total non-interest expense
$
10,452
$
10,176
$
10,014
$
10,132
$
9,551
Operating revenue
$
16,019
$
18,088
$
18,732
$
19,121
$
17,262
Operating efficiency ratio
65.25%
56.26%
53.46%
52.99%
55.33%
(1)
The Company believes these non-GAAP measurements are
key indicators of the ongoing earnings power
of the Company.
(2)
Annualized.
Table of Contents
55
USCB Financial Holdings, Inc.
Q2 2023 Form 10-Q
USCB FINANCIAL HOLDINGS, INC.
NON-GAAP FINANCIAL MEASURES (UNAUDITED)
(Dollars in thousands, except per share data)
As of or For the Three Months Ended
6/30/2023
3/31/2023
12/31/2022
9/30/2022
6/30/2022
Tangible book value per common share (at period-end):
(1)
Total stockholders' equity
$
183,685
$
183,858
$
182,428
$
177,417
$
180,068
Less: Intangible assets
-
-
-
-
-
Tangible stockholders' equity
$
183,685
$
183,858
$
182,428
$
177,417
$
180,068
Total shares issued and outstanding (at period-end):
Total common shares issued and outstanding
19,544,777
19,622,380
20,000,753
20,000,753
20,000,753
Tangible book value per common share
(2)
$
9.40
$
9.37
$
9.12
$
8.87
$
9.00
Operating diluted net income per common share:
(1)
Operating net income
$
4,196
$
5,825
$
5,919
$
5,975
$
5,297
Total weighted average diluted shares of common stock
19,639,682
19,940,606
20,172,438
20,148,208
20,171,261
Operating diluted net income per common share:
$
0.21
$
0.29
$
0.29
$
0.30
$
0.26
Tangible Common Equity/Tangible Assets
(1)
Tangible stockholders' equity
$
183,685
$
183,858
$
182,428
$
177,417
$
180,068
Tangible assets
$
2,225,914
$
2,163,821
$
2,085,834
$
2,037,453
$
2,016,086
Tangible Common Equity/Tangible
Assets
8.25%
8.50%
8.75%
8.71%
8.93%
(1)
The Company believes these non-GAAP measurements are
key indicators of the ongoing earnings power
of the Company.
(2)
Excludes the dilutive effect, if any, of shares of common stock issuable upon exercise
of outstanding stock options.
Table of Contents
56
USCB Financial Holdings, Inc.
Q2 2023 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.