What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-12 compared with 2024-05-10 · 497 added, 427 removed, 1170 unchanged (44% of the section changed)

3 unchanged sentences

(Dollars in thousands, except share data)

March 31, 2024

June 30, 2024

December 31, 2023

27 unchanged sentences

per share liquidation preference;

issued and outstanding as of March 31, 2024

issued and outstanding as of June 30, 2024

and December 31, 2023

1 unchanged sentence

per share liquidation preference;

issued and outstanding as of March 31, 2024

issued and outstanding as of June 30, 2024

and December 31, 2023

1 unchanged sentence

per share liquidation preference;

issued and outstanding as of March 31, 2024

issued and outstanding as of June 30, 2024

and December 31, 2023

1 unchanged sentence

shares authorized;

as of March 31, 2024,

as of June 30, 2024,

issued and outstanding as of December 31,

1 unchanged sentence

shares authorized;

outstanding as of March 31, 2024 and December

outstanding as of June 30, 2024 and December

Additional paid-in capital on common stock

11 unchanged sentences

except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Interest income:

15 unchanged sentences

Non-interest income:

(Loss) gain on sale of securities available for

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

Gain on sale of loans held for sale, net

22 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended

Other comprehensive income (loss):

1 unchanged sentence

Amortization of net unrealized gain (loss) on securities

transferred from available-for-sale to held-to-maturity

transferred from

available-for-sale to held-to-maturity

Reclassification adjustment for (gain) loss included

2 unchanged sentences

Total other comprehensive income (loss), net of tax

Total comprehensive income

Total comprehensive income (loss)

The accompanying notes are an integral part of

9 unchanged sentences

Capital on Common

Accumulated Deficit

Accumulated Other

1 unchanged sentence

Stockholders'

Balance at March 31, 2024

Other comprehensive income

Repurchase of Class A common stock

Restricted stock issued

Dividend payment

Stock-based compensation

Balance at June 30, 2024

Balance at March 31, 2023

Cumulative effect of adoption of accounting principle

related to ASC 326

Adjusted beginning balance after cumulative

effect adjustment

Other comprehensive loss

Repurchase of Class A common stock

Restricted stock issued

Stock-based compensation

Balance at June 30, 2023

The accompanying notes are an integral

part of these consolidated financial statements.

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

Additional Paid-in

Capital on Common

Accumulated Other

Comprehensive

Stockholders'

Balance at December 31, 2023

6 unchanged sentences

Stock-based compensation

Balance at March 31, 2024

Balance at June 30, 2024

Balance at December 31, 2022

Cumulative effect of adoption of accounting principle

related to ASC 326

After tax cumulative effect of adoption of accounting

principle related to ASC

Adjusted beginning balance after cumulative

4 unchanged sentences

Stock-based compensation

Balance at March 31, 2023

Balance at June 30, 2023

The accompanying notes are an integral

part of these consolidated financial statements.

part of these unaudited consolidated financial

USCB Financial Holdings, Inc.

3 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

16 unchanged sentences

Cash flows from investing activities:

Purchase of investment securities held

Proceeds from maturities and pay-downs of investment

18 unchanged sentences

Net increase in deposits

Proceeds from other borrowings

Proceeds from Federal Home Loan Bank advances

and other borrowings

Repayments on Federal Home Loan Bank advances

42 unchanged sentences

financial statements

Form 10-K for the year ended December 31, 2023.

with the Company’s consolidated

audited financial statements and

related notes appearing in

the Company’s Annual Report

on Form 10-K for the year ended December 31, 2023.

Principles of Consolidation

21 unchanged sentences

Reference Rate Reform

848), aiming to facilitate the impacts

of reference rate reform on financial reporting.

This initiative was subsequently

or acknowledging

of, reference

In March 2020, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-

04, Reference Rate Reform (Topic 848), aiming to facilitate the impacts of reference rate reform on financial reporting.

initiative was

subsequently clarified

providing optional

directives for

timeframe to alleviate challenges associated

with accounting for,

or acknowledging the effects of, reference

rate reform on

financial reporting.

These amendments

discretionary

associated with reference rate reform in financial reporting.

expedients and exceptions provided by these amendments

applicable to

contract modifications

hedging relationships

reviewed after

alleviate potential

complexities associated with reference rate reform in financial reporting.

The expedients

and exceptions provided by these

modifications

relationships

optional expedients, and which

are retained until the conclusion

of the hedging relationship.

December 31, 2022, except

for pre-existing hedging relationships

as of December 31, 2022,

for which an entity

optional expedients,

hedging relationship.

Additionally,

the amendments

permit entities to make a one-time choice to divest, transfer,

or both divest and transfer debt securities categorized as held

to maturity, referencing a rate impacted by reference rate reform,

and classified as held to maturity

prior to January 1, 2020.

In December 2022, the

FASB issued new guidance extending the

expiration date of this

guidance from December 31,

categorized as held to

maturity, referencing a rate impacted by reference rate

reform, and classified as

held to maturity prior

to January 1, 2020.

In December 2022, the FASB issued new guidance extending the expiration date of this guidance from

entities will

be authorized

provided under

this guidance.

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q2 2024 Form 10-Q

Before this recent guidance, these amendments were effective for all entities

from March 12, 2020, to December 31, 2022.

(“LIBOR”) and the adjustment of

its existing financial instruments affected

by LIBOR, whether directly or

based originations were ceased as of June 30, 2023, and for existing LIBOR-based transactions,

the Company substituted

Secured Overnight

Financing Rate

under this guidance.

Before this recent guidance, these amendments

were effective for all entities from March 12, 2020, to

December 31, 2022.

The Company executed its transition strategy in preparation for the cessation of the London Intrabank

transactions,

Company substituted

Overnight Financing Rate

completed its

transition away

its loan and other financial instruments.

away from LIBOR for its loan and other financial instruments

Issued and Not Yet Adopted

Improvements to Income Tax

This ASU pertains to

disclosures regarding effective

tax rates and cash income

taxes paid with the goal of providing stakeholders with more transparent

and relevant information.

This ASU is effective for

public business entities for annual periods beginning after Dec.

The Company is currently assessing the potential

impact of this

financial reporting and

concluded whether the

changes will materially

affect its business

operations or consolidated financial statements.

to disclosures

regarding effective

providing stakeholders with more transparent and relevant information.

This ASU is effective for public business entities for

annual periods beginning

is currently assessing

the potential impact

consolidated financial statements.

INVESTMENT SECURITIES

10 unchanged sentences

credit performance

economic forecast.

projected economic

Government bonds

32 unchanged sentences

Credit ratings

securities held by the Company were rated investment

are monitored by

the Company on

a quarterly basis.

June 30, 2024

and December 31,

2023, all HTM

held by the Company were rated investment grade.

mortgage-backed

6 unchanged sentences

methodology to estimate

thousand Allowance for

credit losses (“ACL”)

value for debt securities

classified as

HTM represents amortized cost less ACL.

The Company determined that an ACL on its debt securities available for sale as of March 31, 2024 and December 31,

value for debt

securities classified

represents amortized

less the ACL related to these securities.

The Company determined that

an ACL on its debt

securities available for sale

as of June 30,

2024 and December 31,

2023 was not required.

9 unchanged sentences

value of investment securities at the dates indicated (in

March 31, 2024

June 30, 2024

Available-for-sale:

21 unchanged sentences

Bank subordinated debt securities

Corporate bonds

Held-to-maturity:

3 unchanged sentences

Mortgage-backed securities - commercial

Corporate bonds

Allowance for credit losses - securities held-to-maturity

Securities held-to maturity, net of allowance for credit losses

During the quarter ended March 31, 2024 there were

investment securities that were transferred from available-for-

sale (“AFS”) to

For the three

months ended March 31,

2024, total amortization out

of Additional Other Comprehensive

unamortized net unrealized loss as of March 31, 2024,

During the quarter

30, 2024 there

investment securities

that were transferred

from available-for-

sale (“AFS”) to HTM.

For the three months ended June 30, 2024, total amortization out of Additional Other Comprehensive

amortization out of Additional

Other Comprehensive Income

(“AOCI”) for net unrealized

losses on securities transferred

2022 from AFS to HTM was $

USCB FINANCIAL HOLDINGS, INC.

4 unchanged sentences

The following table presents the proceeds, realized gross gains and realized gross losses on sales and

calls of AFS debt securities for the three months ended

March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,

calls of AFS debt securities for the three and six months

ended June 30, 2024 and 2023 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Available-for-sale:

Proceeds from sale and call of securities

Net realized (loss) gain

Net realized gain (loss)

The amortized

13 unchanged sentences

Held-to-maturity

March 31, 2024:

June 30, 2024:

Due within one year

6 unchanged sentences

Mortgage-backed securities - commercial

At March 31, 2024, there were no securities held in the portfolio from any

one issuer in an amount greater than 10% of

At June 30, 2024,

there were no

securities held in

the portfolio from

any one issuer

in an amount greater

stockholders’

13 unchanged sentences

dates (in thousands):

March 31, 2024

June 30, 2024

Less than 12 months

21 unchanged sentences

Corporate bonds

The unrealized losses associated

million of investment securities

transferred from the AFS

portfolio to the

HTM portfolio represent unrealized

losses since the date of

purchase, independent of the

impact associated with changes

in the cost basis of the securities upon transfer between portfolios.

portfolio to the HTM portfolio represent unrealized losses since the date of purchase, independent of the impact associated

with changes in the cost basis of the securities upon transfer

between portfolios.

When evaluating

13 unchanged sentences

result of this evaluation, the Company concluded that

no allowance was required on AFS securities.

no allowance was required on AFS securities as of

June 30, 2024.

30, 2024, the

Company had $

million of unrealized

losses on mortgage-backed securities

and collateralized

mortgage obligations of U.S.

government sponsored entities having a fair value

million that were attributable to a

combination of factors, including relative changes in

interest rates since the time of purchase.

mortgage-backed

4 unchanged sentences

changes in interest rates since the time of purchase.

collateralized

attributable to a combination of factors, including relative

changes in interest rates since the time of purchase.

The contractual

9 unchanged sentences

expects to recover the entire amortized cost basis of these

At March 31, 2024, the Company

does not intend to sell

debt securities that are in

an unrealized loss position

more than likely not required to sell these securities before recovery

At June 30, 2024,

the Company did not

intend to sell debt

securities that are in

an unrealized loss position and

than likely not required to sell these securities before recovery

of the amortized cost basis.

master repurchase

agreement with

banking institution

million fully

guaranteed with investment

securities upon withdrawal.

Any amounts borrowed

would be at a

variable interest rate

on prevailing rates

funding is requested.

of March 31, 2024,

the Company did

securities pledged

under this agreement.

The Bank is a Qualified Public Depository

(“QPD”) with the State of Florida.

As a QPD, the Bank has the legal

The Bank is a Qualified Public Depository (“QPD”) with the State of Florida.

As a QPD, the

Bank has the legal authority

municipalities,

securities pledged

the outstanding

uninsured deposits

also maintain

funds program.

As of March 31,

2024, the Bank

million in deposits

under the public

funds program

to the State of Florida for these public funds were

securities pledged to the State of

Florida at a ratio of

% of the outstanding uninsured deposits

for June 30, 2024 and

minimum amount

securities to

As of June 30, 2024, the

Bank had a total of $

million in deposits under the

public funds program and pledged

the State of Florida for these public funds were

bonds with an aggregate fair value of $

2 unchanged sentences

public funds program

of Florida for

these public funds were

corporate bonds with an

aggregate fair value of

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2024 Form 10-Q

to the State of Florida for these public funds were

bonds with an aggregate fair value of $

Federal Reserve

1 unchanged sentence

Funding Program (“BTFP”).

The BTFP offers

loans of up to one year

in length to banks, savings

associations, credit

The BTFP offered loans of up to one year in length to banks, savings associations, credit

mortgage-backed

securities, and other qualifying assets as collateral.

assets will be valued at par.

The Company had $

million in borrowings under

the BTFP program as

of March 31, 2024,

and had pledged $

BTFP program.

ceased making new loans as of March 2024.

securities, and other qualifying

assets as collateral.

pledged assets were valued

BTFP program ceased

making new loans as of March 2024.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

borrowings under

The following table is a summary of the distribution of

loans held for investment by type (in thousands):

March 31, 2024

June 30, 2024

December 31, 2023

4 unchanged sentences

Consumer and Other

Deferred costs

Deferred fees/costs

loans net of deferred fees/costs

16 unchanged sentences

CECL model development

development of

a loss driver

analysis based

in development

on regression

supportable forecast.

Peer group data

of reasonable

default for loan receivables use at least

one of the following economic indicators:

civilian unemployment rate (national), real

gross domestic

product growth

(national GDP)

WARM methodology

data obtained

forecasts in projective

Economic forecasts

applied to regression

models to estimate

probability of default

receivables use at least one

of the following economic indicators:

unemployment rate (national), real gross domestic

product growth (national

House Price Index (“HPI”).

the segments in

which the WARM methodology

the long-term

quarterly basis

Adjustments for economic expectations are made through

14 unchanged sentences

Q2 2024 Form 10-Q

Changes in the ACL for the three months ended March 31,

Changes in the ACL for the three and six months ended June

30, 2024 and 2023 were as follows (in thousands):

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Beginning balance

1 unchanged sentence

Ending Balance

Six Months Ended June 30, 2024

Beginning balance

Provision for credit losses

Ending Balance

(1) Provision for credit losses excludes a $

1 unchanged sentence

thousand charge related to investment securities held to maturity.

and Industrial

Three Months Ended March 31, 2023

(2) Provision for credit losses excludes a $

thousand charge due to unfunded commitments included in other liabilities and a $

thousand charge related to investment securities held to maturity.

Three Months Ended June 30, 2023

Beginning balance

Provision for credit losses

Ending Balance

Six Months Ended June 30, 2023

Beginning balance

Cumulative effect of adoption of accounting

1 unchanged sentence

Ending Balance

(1) Provision for credit losses excludes a $

thousand release due to unfunded commitments included in other liabilities and $

thousand expense related to investment securities held to maturity.

(2) Impact of CECL adoption on January 1, 2023.

(3) Provision for credit losses excludes a $

thousand release due to unfunded commitments included in other liabilities.

At March 31, 2024, the

million compared to $

million at December 31,

The increase of

million was composed

thousand increase in

the ACL for loan

receivables due to

loan growth and

to net charge-

The Company had charge offs totaling $

thousand for the quarter ended March 31, 2024 related to loans that were all

originated in 2024.

The Company had charge

thousand release due to unfunded commitments included in other liabilities and $

thousand expense related to investment securities held to maturity.

million compared

million in the ACL was due to loan growth.

Charge offs for the three months ended

June 30, 2024 totaled $

thousand and were all originated in

for the six months ended June 30, 2024 totaled $

thousand and were all originated in 2024.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

offs totaling

thousand for the quarter

ended as of March

31, 2023 on loans

that were all

charge offs related to loans were originated in 2015 and

thousand related to loans were originated in 2023.

thousand originated

originated in 2015.

improvements in unemployment and a slower real GDP growth.

Fannie Mae HPI forecast reflected important improvement

in national housing prices over the next four quarters.

The Company continued to adjust the HPI index effect on 1-4 Family

loan portfolio with a qualitative

factor because Florida

housing prices are performing

better than national levels.

were reviewed and updated;

maximum loss calculations are based on refreshed stress test and risk statuses

based on portfolio and external developments during the first

quarter 2024.

improvements in

unemployment and a

slight slower

growth forecast

Fannie Mae HPI forecast

reflected minimal

improvement in national housing prices

over the next four quarters.

The Company continued to adjust the

HPI index effect

included residential

4 unchanged sentences

in calculating

loan segment.

index, the forecast reduces

reserves by approximately $

thousand and about

basis point to

the reserve coverage ratio,

expected losses on the residential loan segment.

As of June 30,

2024, for every 100 basis points increase in the HPI

approximately

everything else being

sensitivity analysis provides

a hypothetical result

to assess the

sensitivity of the

This sensitivity

analysis provides a

hypothetical result to

assess the sensitivity

and does not represent a change in management’s

As of March 31, 2024, we

stress tested two qualitative factors in our commercial real

estate loan pool, as it’s the largest

As of June 30, 2024, we stress

tested two qualitative factors in our commercial

real estate loan pool, as it’s

our portfolio.

3 unchanged sentences

risk resulted

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2024 Form 10-Q

increase in the

allowance for

credit losses.

sensitivity analysis provides

a hypothetical result

sensitivity analysis

hypothetical result

the sensitivity

of the ACL and does not represent a change in management’s

The ACL and the outstanding

balances in the specified

loan categories as of March

31, 2024 and December 31,

represent a change in management’s judgement.

outstanding balances

specified loan

categories as

December 31, 2023

are as follows (in thousands):

and Industrial

March 31, 2024:

June 30, 2024:

Allowance for credit losses:

22 unchanged sentences

periodically.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

The Company's internally assigned credit risk grades are as follows:

30 unchanged sentences

presented below for the periods indicated (in thousands):

As of March 31, 2024

As of June 30, 2024

Term Loans by Origination Year

28 unchanged sentences

payment performance

The following

tables include

total non-accruing

December 31, 2023 (in thousands):

As of March 31, 2024

As of June 30, 2024

Residential real estate:

36 unchanged sentences

past due over

and still accruing as of March 31, 2024 (in thousands):

March 31, 2024

and still accruing as of June 30, 2024 and as of December

31, 2023 (in thousands):

June 30, 2024

Days and Still

Residential real estate

Commercial real estate

Commercial and industrial

Consumer and other

December 31, 2023

Days and Still

Residential real estate

Commercial real estate

Commercial and industrial

Consumer and other

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2024 Form 10-Q

Accrued interest

2 unchanged sentences

interest income

attributable to non-accrual loans outstanding during the three

months ended March 31, 2024 and 2023.

Interest income on

ended March 31,

attributable to non-accrual

loans outstanding during

the three months

ended June 30,

2024 and 2023.

Interest income

these loans for

the three months

ended June 30,

2024 and 2023,

would have been

approximately $

2 unchanged sentences

original terms.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

Collateral-Dependent Loans

1 unchanged sentence

collateral dependent

loans as of March 31, 2024, or as of December 31, 202

loans as of June 30,

2024, or as of December 31, 2023.

Loan Modifications to Borrowers Experiencing Financial

The following table presents newly restructured loans,

by type of modification, which occurred during the three

ended March 31, 2024 (in thousands):

The following

table presents

newly restructured

modification, which

occurred during

ended June 30, 2024 (in thousands):

Recorded Investment Prior to Modification

4 unchanged sentences

Modifications

Residential real estate

Commercial real estate

Commercial and industrial

Consumer and other

new modifications

new modification

experiencing financial

difficulties for

the three months ended March 31, 2024.

The Company had

no new modifications to

borrowers experiencing financial difficulties for

the three months

30, 2024 and one new modification for the six months ended June 30, 2024.

existing loan modifications that

modification to borrowers experiencing

financial difficulties for

the three and six

months ended June 30,

existing loan modifications that subsequently defaulted

modifications

difficulties and no loan modifications that subsequently

defaulted during for the three months ended March 31,

for the three and six months ended June 30, 2023.

The Company’s provision for income taxes is presented

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

Three Months Ended March 31,

Six Months Ended June 30,

The actual income tax

expense for the six

months ended June 30, 2024 and

2023 differs from the statutory

for the periods (computed by

applying the U.S.

federal corporate tax

% for both 2024 and 2023

to income before

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

Six Months Ended June 30,

Federal taxes at statutory rate

State income taxes, net of federal tax benefit

Bank owned life insurance

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q2 2024 Form 10-Q

expense for the periods

(computed by applying the U.S.

federal corporate tax rate of

% for both 2024

and 2023 to income

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

Three Months Ended March 31,

Federal taxes at statutory rate

State income taxes, net of federal tax benefit

Bank owned life insurance

The Company’s deferred tax assets and deferred

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

March 31, 2024

June 30, 2024

December 31, 2023

17 unchanged sentences

expiring in various amounts between

2031 and 2036 and which are

limited to offset, to the

extent permitted, future taxable

2031 and 2036 and which

are limited to offset,

to the extent permitted, future

earnings of the Company.

18 unchanged sentences

authorities for years before 2020.

For the three months ended

March 31, 2024 and 2023,

the Company did

For the three months and six months ended June 30, 2024 and 2023, the Company did

t have any unrecognized tax

benefits as a

tax positions

current period.

Additionally,

recorded as a result of tax uncertainties.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2024 Form 10-Q

penalties were recorded as a result of tax uncertainties.

OFF-BALANCE SHEET ARRANGEMENTS

23 unchanged sentences

is represented by the contractual amount of these commitments.

March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024

December 31, 2023

39 unchanged sentences

Interest Rate Swaps Designated as a Cash Flow Hedge

As of March 31,

2024, the Company

interest rate swap

agreements with a

notional aggregate amount

interest rate

swap agreements

notional aggregate

were designated

17 unchanged sentences

Interest Rate Swaps Designated as Fair Value

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2024 Form 10-Q

As of March 31, 2024, the Company had

interest rate swap agreements with a notional aggregate amount of $

As of June 30,

2024, the Company

interest rate swap

agreements with a

notional aggregate amount

million that were designated as fair value hedges on loans.

10 unchanged sentences

corresponding recognition in the assets being hedged.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

Interest Rate Swaps

19 unchanged sentences

Balance Sheet Location

March 31, 2024:

June 30, 2024:

Derivatives designated as cash flow hedges:

50 unchanged sentences

or liability,

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2024 Form 10-Q

valuation technique or

26 unchanged sentences

generally include

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

equity securities that

48 unchanged sentences

classified within Level 2 of the hierarchy.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2024 Form 10-Q

March 31, 2024 and December 31, 2023 for each of the

June 30, 2024 and December 31, 2023 for each of the

fair value hierarchy levels (in thousands):

March 31, 2024

June 30, 2024

December 31, 2023

10 unchanged sentences

Total liabilities at fair value

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

Items Not Measured at Fair Value

5 unchanged sentences

not carried at fair

value as of March 31, 2024 and December 31, 2023 (in

value as of June 30, 2024 and December 31, 2023 (in

Fair Value Hierarchy

March 31, 2024:

June 30, 2024:

Financial Assets:

9 unchanged sentences

Time deposits

FHLB advances

FHLB advances and other borrowings

Accrued interest payable

13 unchanged sentences

Accrued interest payable

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2024 Form 10-Q

STOCKHOLDERS’ EQUITY

28 unchanged sentences

and restrictions,

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q2 2024 Form 10-Q

held in the Bank,

16 unchanged sentences

2015 equity incentive plan.

During the three months ended

March 31, 2024, the Company

shares of Class A common stock at

a weighted average price per share of $

The aggregate purchase price for these transactions was approximately $

As previously announced,

Board of Directors

new share repurchase

program of up

or approximately

the Company’s

outstanding shares

discretionary basis from time

to time through open

market repurchases, privately negotiated

transactions, or other means.

repurchase program

As of March 31, 2024,

shares remained authorized for repurchase under this program.

the three months

ended March 31,

2023, the Company

shares of Class

common stock at

average price

aggregate purchase

these transactions

will commence

upon completion

of the Company’s

current repurchase

this new program will be funded from the Company’s

existing cash and cash equivalents or future cash flow.

During the three months

ended June 30, 2024, the

Company repurchased

shares of Class A common stock at

approximately

thousand, including transaction costs.

These repurchases were made pursuant to the Company’s publicly announced

repurchase programs.

As of June 30, 2024,

shares remained authorized for repurchase under the Company’s two

stock repurchase

Company repurchased

common stock at a

weighted average price per

The aggregate purchase

price for these transactions

was approximately $

including transaction costs.

See Note 11, Subsequent Events, for information

regarding the new share repurchase program declared in April 2024.

Shares of the Company’s Class

A common stock issued

and outstanding as of

March 31, 2024 and

December 31, 2023

thousand, including transaction costs.

Shares of the Company’s Class A common stock issued and outstanding as of June

30, 2024 and December 31, 2023

, respectively.

18 unchanged sentences

further limit the

of dividends which the

Company could declare.

In addition, bank

regulators have the authority to prohibit

banks from paying

dividends if they deem such payment to be an unsafe

or unsound practice.

quarterly dividend

first quarter

stockholders of record as of the close of business

of dividends which

the Company could

bank regulators have

the authority to

prohibit banks and

holding companies from paying dividends if they deem

such payment to be an unsafe or unsound practice.

On January 29, 2024, the

Company announced that its Board of

Directors approved a quarterly cash dividend program.

The quarterly dividend for

the first quarter of

per share of Class

A common stock, paid

on March 5, 2024,

to stockholders

on February 15,

Total amount paid to shareholders in dividends on

aggregate distribution

in connection

quarter dividend

quarterly dividend

second quarter

common stock, paid on June

5, 2024, to stockholders of

record as of the

close of business on May 15,

The aggregate

distribution on connection with the second quarter dividend

dividends were

stockholders for

March 31, 2023.

the stockholders

See Note 11, Subsequent

Events, for information regarding dividends declared in April 2024.

Events, for information regarding dividends declared in July 2024.

The following table details the dividends declared and paid by

the Company during the three months and six months

ended June 30, 2024:

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q2 2024 Form 10-Q

The following table details the dividends declared and paid by

the Company in the three months ended March

Declaration Date

4 unchanged sentences

March 5, 2024

April 22, 2024

“well-capitalized”

Company and the Bank were

guidelines as

June 30, 2024, the

total risk-based

capital ratios for

and the Bank were

%, respectively.

20 unchanged sentences

of diluted EPS when their effect is dilutive.

The following table reflects the calculation of net income

available to common shareholders for the three months ended

March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,

The following table

reflects the calculation of

net income available to

common shareholders for the

three and six months

ended June 30, 2024 and 2023 (in thousands):

Three Months Ended June 30,

Six Months Ended

Net income available to common shareholders

The following table reflects

the calculation of basic and

diluted earnings per common

share class for the

ended March 31, 2024 and 2023 (in thousands, except

per share amounts):

Three Months Ended March 31,

the calculation of basic

and diluted earnings per

common share class

for the three

months ended June 30, 2024 and 2023 (in thousands,

except per share amounts):

Three Months Ended June 30,

Net income available to common shares

10 unchanged sentences

stock awards that are participating securities

because the amounts that would be allocated

are not material to net income per share of

common stock.

Unvested restricted stock awards

that are participating securities represent less than one

percent of all of the outstanding shares of

common stock for each of the periods presented.

because the amounts that would be allocated are

not material to net income per share of common

Unvested restricted stock awards that are participating

securities represent less than one percent

of all of the outstanding shares of common stock

for each of the periods presented.

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q2 2024 Form 10-Q

Six Months Ended June 30,

Net income available to common shares

Weighted average shares outstanding

Earnings per share, basic

Net income available to common shares

Weighted average shares outstanding for basic EPS

Dilutive effects of assumed exercises of stock options

Weighted avg.

shares including dilutive potential common shares

Earnings per share, diluted

Anti-dilutive stock options excluded from diluted EPS

Net income has not been allocated to unvested

restricted stock awards that are participating

securities because the amounts that would be allocated

not material to net income per share of common

Unvested restricted stock awards that are participating

securities represent less than one percent

of all of the outstanding shares of common stock

for each of the periods presented.

LOSS CONTINGENCIES

6 unchanged sentences

in the aggregate,

is expected to

material adverse

adverse effect

on the Company’s Consolidated Financial Statements.

SUBSEQUENT EVENTS

On April 23, 2024,

the Company announced that its

Board of Directors declared its

second quarterly cash dividend.

quarterly dividend for

the second quarter

per share of Class

A common stock

and will be paid

5, 2024, to stockholders of record as of the close of

business on May 15, 2024.

Share Repurchase Program

On April 22, 2024, the Board of Directors approved a new share

repurchase program of up to

shares of Class

approximately

repurchase program,

announced that

third quarterly

cash dividend.

quarterly dividend for the

third quarter of 2024

Class A common

a discretionary

basis from time

time through open market repurchases, privately negotiated transactions, or other means.

The repurchase program has no

expiration date and may

be modified, suspended, or

terminated at any time.

The new repurchase program

will commence

upon completion of the Company’s current

repurchase program.

Repurchases under this new

program will be funded from

authorized for repurchase under the Company’s share

repurchase programs.

stock and will

be paid on September

5, 2024, to stockholders of record as of the close of business

on August 15, 2024.

USCB Financial Holdings, Inc.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements