and Results of Operations The following discussion and analysis are 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 endedJune 30, 2022 . This discussion and
analysis are best read in conjunction with the
consolidated financial statements and related footnotes included in this Form 10-Q and in the Annual Report filed on the Form 10-K ("2021 form 10-K") filed with theSecurity and Exchange Commission ("SEC") for the year endedDecember 31, 2021 . This discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially
from management's expectations. Factors that could cause
such differences are discussed in the sections entitled "Forward-Looking Statements" and Item 1A "Risk Factors" below and in the 2021 Form 10-K filed with theSEC which is available at theSEC's website www.sec.gov. Throughout this document, references to "we," "us," "our," and "the Company" generally refer toUSCB Financial Holdings, Inc. Forward-Looking Statements This Quarterly Report on Form 10-Q contains statements that are not historical in nature and are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act"). The words "may," "will," "anticipate," "should," "would," "believe," "contemplate," "expect," "aim," "plan," "estimate," "continue," and "intend," as well as other similar words and expressions of the future, are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements related to our projected growth, anticipated future financial performance, and
management's long-term performance
goals, as well as statements relating to the anticipated effects on results of operations and financial condition from expected developments or events, or business and growth strategies, including anticipated internal growth. These forward-looking statements involve significant risks and uncertainties that could cause our actual results to differ materially from those anticipated in such statements.
Potential risks and uncertainties include, but are not
limited to: •
the strength of
in general and the strength of the local
economies in which we conduct operations; • the continuation of COVID-19 pandemic and its impact on us, our employees, customers and third-party service
providers, and the ultimate extent of the impacts of the
pandemic and related government stimulus programs;
•
our ability to successfully manage interest rate risk, credit
risk, liquidity risk, and other risks inherent to our industry; •
the accuracy of our financial statement estimates and assumptions, including the estimates used for our credit loss reserve and deferred tax asset valuation allowance; •
the efficiency and effectiveness of our
internal control environment; • our ability to comply with the extensive laws and regulations to which we are subject, including the laws for each jurisdiction where we operate; • legislative or regulatory changes and changes in accounting principles, policies, practices or guidelines, including
the effects of the forthcoming implementation
of the Current Expected Credit Losses ("CECL") standard; • the effects of our lack of a diversified loan portfolio and concentration in theSouth Florida market, including the risks of geographic, depositor, and industry concentrations, including our concentration in loans secured by real estate; •
the concentration of ownership of our Class A common
stock;
•
fluctuations in the price of our Class A common stock; •
our ability to fund or access the capital markets at attractive
rates and terms and manage our growth, both organic growth as well as growth through other means, such as
future acquisitions; •
inflation, interest rate, unemployment rate, market, and monetary
fluctuations;
•
increased competition and its effect on the pricing
of our products and services as well as our interest rate 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 and other filings
we make with theSEC . 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 statement is made or to reflect the occurrence of unanticipated events, unless required to do so
Table of Contents 33USCB Financial Holdings, Inc. Q2 2022 Form 10-Q under the federal securities laws. You
should also review the risk factors
described in the reports the Company
filed or will file with theSEC and, for periods prior to the completion of the bank holding company reorganization inDecember 2021 ,U.S. Century Bank ("Bank") filed with theFederal Depository Institution Corporation ("FDIC"). Non-GAAP Financial Measures This Quarterly Report on Form 10-Q includes financial information determined by methods other than in accordance with generally accepted accounting principles ("GAAP"). This
financial information includes
certain operating performance measures. Management has included these non-GAAP
measures because it believes these measures may
provide useful supplemental information for evaluating the Company's underlying performance trends. Further, management uses these measures in managing and evaluating the Company's business and intends to refer to them in discussions about our operations and performance. Operating performance measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP, and are not necessarily comparable to non-GAAP measures that may be presented by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable GAAP measures can be found in the 'Reconciliation and Management
Explanation of Non-GAAP Financial Measures'
included in this Form 10-Q. Overview The Company, the holding company of the Bank, reported net income of$5.3 million or$0.26 per diluted share for class A common stock for the three months endedJune 30, 2022 , compared with net income of$4.1 million or$0.64 and$0.13 per diluted share for Class A and Class B common stock, respectively, for the same period in 2021. In December
2021, the Company agreed to exchange all the outstanding
shares of Class B common stock for Class A common stock at a ratio of 5 to 1. As ofJune 30, 2022 andDecember 31, 2021 , the Company's only class of securities issued and outstanding was Class A common stock. During the first quarter in 2022, the Board of Directors (the "Board") approved a share repurchase program of up to
750,000 shares of Class A common stock.
Under the repurchase program, the Company may purchase shares of Class A common stock on a discretionary basis from time to time. As ofJune 30, 2022 , the Company had not repurchased any shares. In evaluating our financial performance, we consider the level of and trends in net interest income, the net interest margin, the cost of deposits, levels and composition of
non-interest income and non-interest
expense, performance ratios, asset quality ratios, regulatory capital ratios, and any significant event or transaction. Unless otherwise stated, all comparisons in
the bullet points below are calculated
for the quarter endedJune 30, 2022 compared to the quarter endedJune 30, 2021 and annualized where appropriate: • Net interest income increased$3.2 million or 25.4% to$15.6 million from$12.5 million for the quarter endedJune 30, 2021 . •
Net interest margin ("NIM") increased to 3.37% from 3.14%
for the second quarter of 2021.
•
Total assets exceeded
million or 8.7%, compared to
•
Total loans grew to
or 15.3%, compared to
•
Total deposits increased
billion from
•
Annualized return on average assets was 1.08% compared
to 0.98% atJune 30, 2021 . •
Annualized return on average stockholders' equity was 11.38% compared
to 9.74% atJune 30, 2021 . • The allowance for credit losses to total loans ratio decreased to 1.15% atJune 30, 2022 from 1.30% atJune 30, 2021 . •
Non-performing loans to total loans was 0.00% at June
30, 2022 and 2021. • The Company and the Bank exceeded all regulatory capital requirements and remained significantly above "well-
capitalized" guidelines. At
Table of Contents 34
Q2 2022 Form 10-Q • Tangible book value per common share (a Non-GAAP financial measure) was$9.00 as ofJune 30, 2022 , compared to$27.71 atJune 30, 2021 . The decline was primarily driven by an increase in issued and outstanding Class A common shares as result of the exchange and redemption of preferred shares combined with the completion of the IPO in 2021. 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 ofU.S. GAAP, the most significant of
which are described in Note 1 "Summary of Significant Accounting Policies" of
the Company's 2021 Form 10-K. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions, and judgments based on
available information. These estimates,
assumptions, and judgments affect
the amounts reported in
the financial statements and accompanying notes. These estimates, assumptions,
and judgments are based on information available as of the date of the financial statements and,
as this information changes, actual results
could differ from the estimates, assumptions and judgments reflected in the financial statements. In particular, management has identified accounting policies that,
due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements. Management has presented the application of these policies
to the audit and risk committee of our Board.
Allowance for Credit Losses The allowance for credit losses ("ACL") is a valuation allowance that
is established through charges
to earnings in the form of a provision for credit losses. The amount of the ACL is affected by the following: (i) charge-offs of loans that decrease the allowance; (ii) subsequent recoveries on loans previously charged off that increase the allowance; and (iii) provisions for credit losses charged to
income that increase the allowance.
Management considers the policies
related to the ACL as the most critical to the financial statement presentation. The total ACL includes activity related to allowances calculated in accordance with Accounting Standards Codification ("ASC") 310, Receivables, and ASC 450, Contingencies. Throughout the year,
management estimates the probable
incurred losses in the loan portfolio
to determine if the ACL is adequate to absorb such losses. The ACL
consists of specific and general components.
The specific component relates to loans that are individually classified as impaired. We follow a loan review program to evaluate the credit risk in the loan portfolio. Loans that have been identified as impaired are reviewed on a quarterly basis in order to determine whether a specific reserve is required. The general component covers non-impaired loans and is based on industry and our specific historical loan loss experience, volume, growth and composition of the loan portfolio, the evaluation of our loan portfolio through our internal loan review process, general current economic conditions both internal and external to us that may
affect the borrower's ability to pay,
value of collateral and other qualitative relevant risk factors. Based on
a review of these estimates, we adjust the ACL to a level determined by management to be adequate. Estimates of credit losses are inherently subjective as they involve an exercise of judgment. The CARES Act, as amended by the Consolidated Appropriations Act, 2021, specified that COVID-19 related loan modifications executed betweenMarch 1, 2020 and the earlier of (i) 60 days after the date of termination of the national
emergency declared by
that were current as of
are
not TDRs. Additionally,
under guidance from the federal banking agencies,
other short-term modifications made on a good faith basis in response to COVID-19 to borrowers that were current prior to any relief are not TDRs under ASC Subtopic 310-40, "Troubled Debt Restructurings by Creditors." These modifications include short-term (i.e., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are
insignificant. The Company's charge-off policy is to continuously
review all impaired loans to monitor the Company's ability to collect them in full at the applicable maturity date and/or in accordance
with terms of any restructurings. For loans which are collateral dependent, or deemed to be uncollectible, any shortfall in the fair value of the collateral relative to the recorded investment in the loan is charged off. The amount charged
-off conforms to the amount necessary
to comply with GAAP. 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.
Table of Contents 35USCB Financial Holdings, Inc. Q2 2022 Form 10-Q 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. 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, 2022 December 31, 2021 Consolidated Balance Sheets: Total assets$ 2,016,086 $ 1,853,939 Total loans (1)$ 1,372,733 $ 1,190,081 Total deposits$ 1,738,720 $ 1,590,379 Total stockholders' equity$ 180,068 $ 203,897 (1) Loan amounts include deferred fees/costs. Three Months EndedJune 30 , Six Months EndedJune 30, 2022 2021 2022 2021 Consolidated Statements of Operations: Net interest income before provision for credit losses$ 15,642 $ 12,474 $ 30,021 $ 24,949 Total non-interest income$ 1,617 $ 1,516 $ 3,562 $ 3,837 Total non-interest expense$ 9,551 $ 8,674 $ 19,163 $ 17,351 Net income$ 5,295 $ 4,053 $ 10,149 $ 8,834 Net income available to common stockholders$ 5,295 $ 3,299 $ 10,149 $ 7,299 Profitability: Efficiency ratio 55.34% 62.00% 57.06% 60.28% Net interest margin 3.37% 3.14% 3.30% 3.24% The Company's results of operations depend substantially on net interest income and non-interest income. Other factors contributing to the results of operations include our provision for credit losses, non-interest expenses, and provision for income taxes. Three months endedJune 30, 2022 compared to the three months endedJune 30, 2021 Net income increased to$5.3 million for the three months endedJune 30, 2022 from$4.1 million for the same period in 2021. Net income available to common stockholders increased$2.0 million for the three months endedJune 30, 2022 compared to the same period in 2021 primarily because of increase in net interest income and no dividend payments in 2022.
Six months ended
ended
Net income increased to
the six months ended
from
in 2021. Net income available to common stockholders increased$2.9 million for the six months endedJune 30, 2022 Table of Contents 36
Q2 2022 Form 10-Q compared to the same period in 2021 primarily because of increase in net interest income and no dividend payments in 2022. 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 rates
earned on interest-earning assets
and rates paid on interest-bearing
liabilities. Net interest margin is equal to the annualized net interest income divided by average interest -earning assets. Because non-interest-
bearing sources of funds, such as non-interest-bearing deposits
and stockholders' equity, also fund
interest-earning assets, net interest margin includes the indirect benefit of these non-interest-bearing sources. Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of
interest-earning assets and interest-bearing
and non-interest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Our asset liability committee ("ALCO") has in place asset-liability management techniques to manage major factors that affect
net interest income and net interest margin.
Table of Contents 37USCB Financial Holdings, Inc. Q2 2022 Form 10-Q The following table contains information related
to average balance sheet, average yields
on assets, and average costs of liabilities for the periods indicated (in thousands): Three Months EndedJune 30, 2022 2021 Average Balance (1) Interest Yield/Rate (2) Average Balance Interest Yield/Rate (2) Assets Interest-earning assets: Loans (3)$ 1,296,476 $ 14,053 4.35 %$ 1,088,492 $ 11,538 4.19 % Investment securities (4) 493,352 2,510 2.04 % 385,090 1,968 2.04 % Other interest earnings assets 69,503 121 0.70 % 101,134 23 0.09 % Total interest-earning assets 1,859,331 16,684 3.60 % 1,574,716 13,529 3.41 % Non-interest earning assets 109,050 85,344 Total assets$ 1,968,381 $ 1,660,060
Liabilities and stockholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits$ 66,349 17 0.10 %$ 52,620 15 0.11 % Saving and money market deposits 781,076 615 0.32 % 607,752 523 0.35 % Time deposits 224,284 271 0.48 % 235,899 379 0.65 % Total interest-bearing deposits 1,071,709 903 0.34 % 896,271 917 0.41 % Borrowings and repurchase agreements 36,330 139 1.53 % 36,000 138 1.52 % Total interest-bearing liabilities 1,108,039 1,042 0.38 % 932,271 1,055 0.45 % Non-interest bearing demand deposits 644,975
535,894
Other non-interest-bearing liabilities 28,770 24,964 Total liabilities 1,781,784 1,493,129 Stockholders' equity 186,597 166,931 Total liabilities and stockholders' equity$ 1,968,381 $ 1,660,060 Net interest income$ 15,642 $ 12,474 Net interest spread (5) 3.23 % 2.96 % Net interest margin (6) 3.37 % 3.14 % (1)
Average balances - Daily average balances are used
to calculate yields/rates. (2) Annualized. (3)
Average loan balances include non-accrual loans. Interest income
on loans includes accretion of deferred
loan fees, net of deferred loan costs. (4)
At fair value except for securities held to maturity. Includes FHLB stock. (5)
Net interest spread is the average yield on
total interest-earning assets minus the average
rate on total interest-bearing liabilities. (6)
Net interest margin is the ratio of net interest
income to average total interest-earning assets.
Table of Contents 38
Q2 2022 Form 10-Q Six Months EndedJune 30, 2022 2021 Average Balance (1) Interest Yield/Rate (2) Average Balance (1) Interest Yield/Rate (2) Assets Interest-earning assets: Loans (3)$ 1,254,189 $ 27,035 4.35 %$ 1,080,183 $ 23,406 4.31 % Investment securities (4) 501,758 4,839 1.94 % 361,394 3,812 2.11 % Other interest-earnings assets 79,763 152 0.38 % 89,914 39 0.90 % Total interest-earning assets 1,835,710 32,026 3.52 % 1,531,491 27,257 3.54 % Non-interest earning assets 105,374 85,718 Total assets$ 1,941,084 $ 1,617,209 Liabilities and stockholders' equity Interest-bearing liabilities: Interest-bearing demand deposits$ 65,398 33 0.10 %$ 48,607 29 0.12 % Saving and money market deposits 758,729 1,166 0.31 % 588,282 1,071 0.37 % Time deposits 223,781 530 0.48 % 241,993 933 0.78 % Total interest-bearing deposits 1,047,908 1,729 0.33 % 878,882 2,033 0.47 % Borrowings and repurchase agreements 36,171 276 1.54 % 36,000 275 1.52 % Total interest-bearing liabilities 1,084,079 2,005 0.37 % 914,882 2,308 0.51 % Non-interest bearing demand deposits 635,740 509,283 Other non-interest-bearing liabilities 27,079 23,803 Total liabilities 1,746,898 1,447,968 Stockholders' equity 194,186 169,241 Total liabilities and stockholders' equity$ 1,941,084 $ 1,617,209 Net interest income$ 30,021 $ 24,949 Net interest spread (5) 3.15 % 3.03 % Net interest margin (6) 3.30 % 3.24 % (1)
Average balances - Daily average balances are used
to calculate yields/rates. (2) Annualized. (3)
Average loan balances include non-accrual loans. Interest income
on loans includes accretion of deferred loan
fees, net of deferred loan costs. (4)
At fair value except for securities held to maturity. Includes FHLB stock. (5)
Net interest spread is the average yield on
total interest-earning assets minus the average
rate on total interest-bearing liabilities. (6)
Net interest margin is the ratio of net interest
income to average total interest-earning assets. Three months endedJune 30, 2022 compared to the three months
ended
Net interest income before the provision
for credit losses was
for the three months ended June
30, 2022, an increase of$3.2 million or
25.4%, from
the same period in 2021.
This increase was primarily attributable to higher income from larger loan and investment portfolio s
combined with an increase in the weighted average
loan yield.
Included with loan interest
income are PPP loan
fees totaling
and
the three months endedJune 30, 2022 and 2021, respectively.
PPP loan fees are recognized upon loan forgiveness by the SBA
. Net interest margin increased to 3.37% for the quarter endedJune 30, 2022 from 3.14% for the same period in 2021. The yield for loans and other interest-earning assets increased ,
while the overall interest-bearing deposits cost decreased
.
Six months ended
endedJune 30, 2021 Net interest income before the provision for credit losses was$30.0 million for the six months endedJune 30, 2022 , an increase of$5.1 million or 20.3%, from$24.9 million for the same period in 2021. This increase was primarily attributable to higher income from larger loan and investment portfolios combined
with a decrease in the average deposit cost.
Included with loan interest income are PPP loan fees totaling$1.5 million and$2.4 million for the six months endedJune 30, 2022 and 2021, respectively. PPP loan fees are recognized upon loan forgiveness by the SBA. Net interest margin increased to 3.30% atJune 30, 2022 from 3.24% in the same period in 2021. The overall interest-
bearing liabilities yields decreased.
Table of Contents 39USCB Financial Holdings, Inc. Q2 2022 Form 10-Q Provision for Credit Losses The ACL represents probable incurred losses in our portfolio. We maintain an adequate ACL that can mitigate probable losses inherent in the loan portfolio. The ACL is increased by the provision for credit losses and is decreased by charge- offs, net of recoveries on prior loan charge-offs. There are multiple credit quality metrics that we use to base our determination of the amount of the ACL and corresponding provision for credit losses. These credit metrics evaluate the credit quality and level of credit risk inherent in our loan portfolio, assess non-performing loans and charge-offs levels,
considers statistical and historical trends and economic conditions
and other applicable factors.
Three months ended
endedJune 30, 2021 The provision for credit loss was$705 thousand for the three months endedJune 30, 2022 compared no provision
recorded for the same period in 2021. The primary driver of the provision
expense was attributed to loan growth.
Six months ended
endedJune 30, 2021 The provision for credit loss was$705 thousand for the six months endedJune 30, 2022 compared a net recovery of$160 thousand for the same period in 2021. The primary driver of the provision expense was attributed to loan growth. The ACL as a percentage of total loans decreased to 1.15% atJune 30, 2022 compared to 1.30% atJune 30, 2021 due to the growth of the loan portfolio. See "Allowance for Credit Losses" below for further discussion
on how the ACL is calculated.
Non-Interest Income Our services and products generate service charges and fees, mainly from our depository
accounts. We also generate income from gain on sale of loans though our swap and SBA programs. In addition, we own and are beneficiaries of the life insurance policies on some of our employees and generate income on the increase in the cash surrender value of these policies. The following table presents the components of non-interest income for the dates indicated (in thousands): Three Months EndedJune 30 , Six Months EndedJune 30, 2022 2021 2022 2021 Service fees$ 1,083 $ 903 $ 1,983 $ 1,792 Gain (loss) on sale of securities available for sale, net (3) 187 18 249 Gain on sale of loans held for sale, net 22 23 356 987 Loan settlement - - 161 - Other non-interest income 515 403 1,044 809 Total non-interest income$ 1,617 $ 1,516 $ 3,562 $ 3,837 Three months endedJune 30, 2022 compared to the three months endedJune 30, 2021 Non-interest income for the three months endedJune 30, 2022 increased$101 thousand or 6.7%, compared to the same period in 2021. This increase was primarily driven by higher services fees. Six months endedJune 30, 2022 compared to the six
months ended
Non-interest income for the
six months ended
2022 decreased
or 7.2%, compared to
the same period in 2021. This decrease was primarily driven by fewer loan sales resulting in reduced gains. Table of Contents 40
Q2 2022 Form 10-Q Non-Interest Expense The following table presents the components of non-interest expense for the dates indicated (in thousands): Three Months EndedJune 30 , Six Months EndedJune 30, 2022 2021 2022 2021 Salaries and employee benefits$ 5,913 $ 5,213 $ 11,788 $ 10,491 Occupancy 1,251 1,411 2,521 2,798 Regulatory assessment and fees 226 195 439 373 Consulting and legal fees 398 373 915 558 Network and information technology services 448 332 835 840 Other operating 1,315 1,150 2,665 2,291 Total non-interest expense$ 9,551 $ 8,674 $ 19,163 $ 17,351 Three months endedJune 30, 2022 compared to the three months endedJune 30, 2021 Non-interest expense for the three months endedJune 30, 2022 increased$877 thousand or 10.1%, compared to the
same period in 2021. The increase
was primarily driven by higher salaries
and employee benefits due to
new hires, salary compensation, and seasonal payroll taxes. Six months endedJune 30, 2022 compared to the six
months ended
Non-interest expense for the six months
ended
million or 10.4%, compared to the
same period in 2021. The increase was primarily driven by higher salaries and employee benefits due to new hires, salary compensation, and seasonal payroll taxes. 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. 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 endedJune 30, 2022 compared to the three months
ended
Income tax expense for the three months
ended
$1.3 million for the same period in 2021. The effective tax
rate for the three months ended
was 24.4% and for the three months
ended
2021 was 23.8%. Six months endedJune 30, 2022 compared to the six months endedJune 30, 2021 Income tax expense for the six months endedJune 30, 2022 increased to$3.6 million from$2.8 million for the same
period in 2021. The Company's effective tax rate was 26.0% compared
to 23.8% for the same period in 2021. For a further discussion on income taxes, see Note 4 "Income Taxes" to the Consolidated Financial Statements in this Form 10-Q. Analysis of Financial Condition Total assets atJune 30, 2022 were$2.0 billion , an increase of$162.1 million , or 8.7%, over total assets of$1.9 billion atDecember 31, 2021 . Total loans increased$182.7 million , or 15.3%, to$1.4 billion atJune 30, 2022 compared to$1.2 billion atDecember 31 ,
2021. Total deposits increased by
or 9.3%, to$1.7 billion atJune 30, 2022 compared toDecember 31, 2021 .Investment Securities The investment portfolio is used and managed to provide liquidity through cash flows, marketability and, if necessary, collateral for borrowings. The investment portfolio is also used as a tool to manage interest rate risk and the Company's capital market risk exposure. The philosophy of the portfolio is to maximize the Company's profitability taking into Table of Contents 41
Q2 2022 Form 10-Q 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 an investment guideline, 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 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. 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, or the ALCO of the Company to ensure an appropriate risk and return profile as well as for adherence to the investment policy. As ofJune 30, 2022 , the
investment portfolio consisted
of available-for-sale ("AFS") and
held-to-maturity ("HTM") debt securities. During the year endedDecember 31, 2021 , there were 28 investment securities that were transferred from AFS to HTM with an amortized cost basis and fair value amount of$67.6 million and$68.7 million , respectively. On the date of transfer, these securities had a total net unrealized gain of$1.1
million. The transfer of debt securities from the AFS
to HTM category was made at fair value at the date of transfer. The unrealized gain or loss at the date of transfer is retained in accumulated other comprehensive income and in the carrying value of the HTM securities. Such amounts are amortized over the remaining life of the security. There was no immediate impact to net income on the date of transfer. Two of these transferred securities totaling$2.0 million matured during
the second quarter of 2022.
The book value of the AFS securities is adjusted monthly
for unrealized gain or loss as a valuation allowance,
and any gain or loss is reported on an after-tax basis as a component of other comprehensive income in stockholders' equity. Periodically, we may need to assess whether there have been any events or unexpected economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other-than-temporary basis ("OTTI"). If the impairment is deemed to be permanent, an analysis is then made considering many factors, including the severity and
duration of the impairment, the severity
of the event, our intent and
ability to hold the security for a
period of time sufficient for a recovery in value, recent events specific to the issuer or industry, any related credit events, and for debt securities, external credit ratings and recent downgrades related to deterioration of credit quality. Securities on which there is an unrealized loss that is deemed to be OTTI are written down to fair value, with the write-down recorded as a realized loss under line item "Gain (loss) on sale of securities available-for-sale, net" of the Consolidated Statements of Operations. As
of
which management has classified as OTTI
. For further discussion of our analysis on impaired investment securities for OTTI, see Note 2 "Investment Securities " to the Consolidated Financial Statements in this Form 10-Q. AFS and HTM investment securities decreased$68.1 million or 13.0% to$456.1 million atJune 30, 2022 from$524.2 million atDecember 31, 2021 . Investment securities decreased due to payments received and higher unrealized losses. Management reinvested excess cash balances into high credit quality investments to increase the Company's
profitability and modify the Company's balance sheet duration according
to the ALM policy. As of June
30, 2022, corporate bond securities with a market value
of
public deposits. The investment portfolio
does
not have any tax-exempt securities.
Table of Contents 42USCB Financial Holdings, Inc. Q2 2022 Form 10-Q The following table presents the amortized cost and fair value of investment securities for the dates indicated (in thousands):June 30, 2022 December 31, 2021 Available-for-sale: Amortized Cost Fair Value Amortized Cost Fair ValueU.S. Government Agency $ 27,816 $ 25,850 $ 10,564 $ 10,520 U.S. Treasury 2,468 2,437 - - Collateralized mortgage obligations 155,340 133,820 160,506 156,829 Mortgage-backed securities - residential 111,708 95,982 120,643 118,842 Mortgage-backed securities - commercial 44,670 40,121 49,905 50,117 Municipal securities 25,124 19,602 25,164 24,276 Bank subordinated debt securities 16,503 15,972 27,003 28,408 Corporate bonds 6,062 5,680 12,068 12,550$ 389,691 $ 339,464 $ 405,853 $ 401,542 Held-to-maturity:U.S. Government Agency $ 34,100 $ 29,408 $ 34,505 $ 33,904 Collateralized mortgage obligations 40,806 35,293 44,820 43,799 Mortgage-backed securities - residential 27,478 23,524 26,920 26,352 Mortgage-backed securities - commercial 3,095 2,692 3,103 3,013 Corporate bonds 11,192 10,150 13,310 13,089$ 116,671 $ 101,067 $ 122,658 $ 120,157 The following table shows the weighted average yields, categorized by contractual maturity, for investment securities
as of
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%$ 4,810 2.76%$ 2,015 2.84%$ 20,991 2.82%$ 27,816 2.81%U.S. Treasury - 0.00% 2,468 2.32% - 0.00% - 0.00% 2,468 2.32% Collateralized mortgage obligations - 0.00% - 0.00% - 0.00% 155,340 1.49% 155,340 1.49% MBS - residential - 0.00% - 0.00% - 0.00% 111,708 1.61% 111,708 1.61% MBS - commercial - 0.00% - 0.00% - 0.00% 44,670 1.99% 44,670 1.99% Municipal securities - 0.00% - 0.00% 1,000 2.05% 24,124 1.72% 25,124 1.73% Bank subordinated debt securities - 0.00% - 0.00% 16,503 4.71% - 0.00% 16,503 4.71% Corporate bonds - 0.00% 6,062 2.59% - 0.00% - 0.00% 6,062 2.59% $ -$ 13,340 $ 19,518 $ 356,833 $ 389,691 1.85% Held-to-maturity:U.S. Government Agency $ - 0.00%$ 7,890 1.03%$ 18,540 1.32%$ 7,670 1.58%$ 34,100 1.31% Collateralized mortgage obligations - 0.00% - 0.00% - 0.00% 40,806 1.42% 40,806 1.42% MBS - residential - 0.00% 1,354 2.63% 9,224 1.61% 16,900 2.05% 27,478 1.93% MBS - commercial - 0.00% - 0.00% 3,095 1.62% - 0.00% 3,095 1.62% Corporate bonds - 0.00% 11,192 2.71% - 0.00% - 0.00% 11,192 2.71% $ -$ 20,436 $ 30,859 $ 65,376 $ 116,671 1.64% Loans Loans are the largest category of interest-earning assets on the Consolidated Balance Sheets, and usually provide higher yields than the rest 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 43
Q2 2022 Form 10-Q The following table shows the loan portfolio composition
as of the dates indicated (in thousands):
June 30, 2022 December 31, 2021 Total Percent of Total Total Percent of TotalResidential Real Estate $ 203,662 14.8 %$ 201,359 16.9 %Commercial Real Estate 843,445 61.5 % 704,988 59.2 % Commercial and Industrial 131,271 9.5 % 146,592 12.3 % Foreign Banks 84,770 6.2 % 59,491 5.0 % Consumer and Other 109,250 8.0 % 79,229 6.6 % Total gross loans 1,372,398 100.0 % 1,191,659 100.0 % Less: Deferred fees (cost) (335) 1,578 Total loans net of deferred fees (cost) 1,372,733 1,190,081 Less: Allowance for credit losses 15,786 15,057 Total net loans$ 1,356,947 $ 1,175,024 Total gross loans increased by$180.7 million or 15.2% atJune 30, 2022 compared toDecember 31, 2021 . The commercial real estate and to a lesser extent, foreign banks and consumer and other loan segments had the most significant growth partially offset by declines in the commercial and industrial loan segment. Commercial and industrial loans declined primarily because of continuing PPP loan forgiveness. Our loan portfolio continues to grow, with commercial real estate lending as the primary focus which represented approximately 61.5% of the total gross loan portfolio as ofJune 30, 2022 . We do not expect any significant changes over the foreseeable future in the composition of our loan portfolio or in our emphasis on commercial real estate lending. Our loan growth strategy since inception has been reflective of the market in which we operate and of our strategic plan as approved by the Board. Most of the commercial real estate exposure represents loans to commercial businesses secured by owner-occupied real estate. The growth experienced in recent years is primarily due to implementation of our relationship-based banking model and the success of our relationship managers in competing for new business in a highly competitive metropolitan area. Many of our larger loan clients have leng-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 atJune 30, 2022 (in thousands): Due in 1 year or less Due in 1 to 5 years Due after 5 to 15 years Due after 15 years TotalResidential Real Estate $ 10,471 $ 26,776 $ 79,213 $ 87,202 $ 203,662 Commercial Real Estate 41,993 186,681 610,145 4,626 843,445 Commercial and Industrial 20,660 37,175 29,233 44,203 131,271 Foreign Banks 84,770 - - - 84,770 Consumer and Other 1,338 3,732 11,856 92,324 109,250 Total gross loans$ 159,232 $ 254,364 $ 730,447 $ 228,355 $ 1,372,398 Interest rate sensitivity: Fixed interest rates$ 125,693 $ 179,013 $ 140,784 $ 115,986 $ 561,476 Floating or adjustable rates 33,539 75,351 589,663 112,369 810,922 Total gross loans$ 159,232 $ 254,364 $ 730,447 $ 228,355 $ 1,372,398 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 ofJune 30, 2022 , approximately 59.1% of the loans have adjustable/variable rates and 40.9% of the loans have fixed rates. The adjustable/variable loans re-price to different benchmarks and tenors in different periods of time. By Table of Contents 44USCB Financial Holdings, Inc. Q2 2022 Form 10-Q contractual characteristics, there are no
material concentrations on anniversary repricing. Additionally, it is
important to note that most of our loans have interest rate floors. This embedded option protects the Company from a decrease in interest rates and positions us to gain in the scenario of higher interest rates. Asset Quality Our asset quality grading
analysis estimates the capability of
the borrower to repay the contractual obligation of the loan agreement as scheduled or at all. The Company's internal credit risk grading system is based on experiences with similarly graded loans. Internal credit risk grades are reviewed at least once a year, and more frequently as needed. Internal credit risk ratings may change based on management's assessment of the results from the annual review, portfolio monitoring, and other developments observed with borrowers.
The internal credit risk grades used by the Company to
assess the credit worthiness of a loan are shown below: Pass - Loans indicate different levels of satisfactory
financial condition and performance.
Special Mention
- Loans classified as special mention have a potential weakness
that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's
credit position at some future date.
Substandard
- Loans classified as substandard are inadequately protected
by the current net worth and paying capacity of the obligator or of the collateral pledged, if
any. Loans so classified
have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.
They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are
not corrected.
Doubtful
- Loans classified as doubtful have all the weaknesses inherent
in those classified at substandard, with the added characteristic that the weaknesses make collection
or liquidation in full on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loss
- Loans classified as loss are considered uncollectible. Loan credit exposures by internally assigned grades are
as follows for the dates indicated (in thousands):
June 30, 2022 Pass Special Mention Substandard Doubtful TotalResidential Real Estate $ 203,662 $ - $ - $ -$ 203,662 Commercial Real Estate 841,842 1,197 406 - 843,445 Commercial and Industrial 130,809 - 462 - 131,271 Foreign Banks 84,770 - - - 84,770 Consumer and Other 109,040 - 210 - 109,250$ 1,370,123 $ 1,197 $ 1,078 $ -$ 1,372,398 December 31, 2021 Pass Special Mention Substandard Doubtful TotalResidential Real Estate $ 196,778 $ -$ 4,581 $ -$ 201,359 Commercial Real Estate 703,349 1,222 417 - 704,988 Commercial and Industrial 146,039 - 553 - 146,592 Foreign Banks 59,491 - - - 59,491 Consumer and Other 79,005 - 224 - 79,229$ 1,184,662 $ 1,222 $ 5,775 $ -$ 1,191,659 Table of Contents 45USCB Financial Holdings, Inc. Q2 2022 Form 10-Q Non-Performing Assets The following table presents non-performing assets as
of the dates shown (in thousands,
except ratios):June 30, 2022 December 31, 2021 Non-accrual loans, less non-accrual TDR loans $ -$ 1,190 Non-accrual TDRs - - Loans past due over 90 days and still accruing - - Total non-performing loans - 1,190 Other real estate owned - - Total non-performing assets $ -$ 1,190 Asset quality ratios: Allowance for credit losses to total loans 1.15% 1.27% Allowance for credit losses to non-performing loans 0% 1,265% Non-performing loans to total loans 0% 0.10% Non-performing assets include all loans categorized as non-accrual or restructured, impaired securities, non-accrual troubled debt restructuring ("TDRs"), other real estate owned ("OREO") and other repossessed assets. Problem loans for which the collection or liquidation in full is reasonably uncertain are placed on a non-accrual status. This
determination is based on current existing facts concerning collateral values and the paying capacity of
the borrower. When the collection of the full contractual balance is unlikely, the loan is placed on non-accrual to avoid overstating the Company's income for a loan with increased credit risk. If the principal or interest on a commercial loan becomes due and unpaid for 90 days or more, the loan is placed on non-accrual status as of the date it becomes 90 days past due and remains in non-accrual status until it meets the criteria for restoration to accrual status. Residential loans, on the other hand, are placed on non-accrual status when the principal or interest becomes due and unpaid for 120 days or more and remains in non-accrual status until it meets the criteria for restoration to accrual status. Restoring a loan to accrual status is possible when the borrower resumes payment of all principal and interest payments for a period of six months and the Company has a documented expectation of repayment of the remaining contractual principal and interest or the loan becomes secured and in the process of collection. A TDR is a debtor that is experiencing financial difficulties and to whom the Company grants a loan concession. This determination is performed during the annual review process or whenever problems are surfacing regarding the client's ability to repay in accordance with
the original terms of the loan
or line of credit. In general,
a borrower that can obtain funds from sources other than the Company at market interest rates at or near those for non-troubled debt is not involved in a troubled debt restructuring. The concessions are given to the debtor in various forms, including interest rate reductions, principal forgiveness, extension of maturity date, waiver, or deferral of payments and other concessions intended to minimize potential losses. The following tables present performing and non-performing TDRs at the dates indicated (in thousands):June 30, 2022 December 31, 2021 Accrual Status Non-Accrual Status Total TDRs Accrual Status Non-Accrual Status Total TDRs Residential real estate$ 7,307 $ -$ 7,307 $ 7,815 $ -$ 7,815 Commercial real estate 594 - 594 696 - 696 Commercial and industrial 99 - 99 141 - 141 Consumer and other 210 - 210 224 - 224 Total$ 8,210 $ -$ 8,210 $ 8,876 $ -$ 8,876 The Company allocated$319 thousand and$360 thousand of specific allowance for TDR loans atJune 30, 2022 andDecember 31, 2021 , respectively. There was no commitment to lend additional funds to these TDR customers at either date. During the quarter endedJune 30, 2022 and 2021, there were no defaults on TDR loans within the prior 12 months. Additionally, the Company
did not have any new TDR loans during the three months
endedJune 30, 2022 and 2021. The Company provided financial relief to borrowers impacted by COVID-19 and provided modifications to include interest only deferral or principal and interest deferral. These modifications are excluded from TDR, classification under
Section 4013 of the CARES Act or under applicable interagency
guidance of the federal banking regulators.
Table of Contents 46
Q2 2022 Form 10-Q For further discussion on non-performing loans, see Note 3 "Loans" to the Consolidated Financial Statements on this Form 10-Q. Allowance for Credit Losses In determining the balance of the allowance account, loans are pooled by product segments with similar risk
characteristics and management
evaluates the ACL on each segment and on a regular basis to maintain the allowance at an adequate level based on factors which, in management's judgment, deserve current recognition in estimating credit losses. Such factors include changes in prevailing economic conditions, historical loss experience, delinquency trends,
changes in the composition and size of the loan portfolio
and the overall credit worthiness of the borrowers. Additionally, qualitative adjustments are made to the ACL when, based on management's judgment, there are factors
impacting the allowance estimate not considered by the
quantitative calculations. Table of Contents 47USCB Financial Holdings, Inc. Q2 2022 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 EndedJune 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 0.00% 0.00% -0.02% 0.00% -0.01% 0.00%
Six Months Ended
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 Charge-offs -0.02% 0.00% -0.02% 0.00% 0.01% 0.00%Residential Real Estate Commercial Real Estate Commercial and Industrial Foreign Banks Consumer and Other Total Three Months EndedJune 30, 2021 Beginning balance$ 3,087 $ 9,320 $ 2,005 $ 407 $ 190 $ 15,009 Provision for credit losses (322) (568) 398 147 345 - Recoveries 4 - 64.00 - 1 69 Charge-offs (229) - - - (1) (230) Ending Balance$ 2,540 $ 8,752 $ 2,467 $ 554 $ 535 $ 14,848 Average loans$ 216,190 $ 650,871 $ 160,968 $ 48,551 $ 11,912 $ 1,088,492 Net charge-offs to average loans 0.42% 0.00% -0.16% 0.00% 0.00% 0.06%
Six Months Ended
Beginning balance$ 3,408 $ 9,453 $ 1,689 $ 348 $ 188 $ 15,086 Provision for credit losses (647) (701) 627 206 355 (160) Recoveries 8 - 151 - 2 161 Charge-offs (229) - - - (10) (239) Ending Balance$ 2,540 $ 8,752 $ 2,467 $ 554 $ 535 $ 14,848 Average loans$ 223,628 $ 638,444 $ 163,922 $ 45,432 $ 8,757 $ 1,080,183 Net charge-offs to average loans 0.20% 0.00% -0.19% 0.00% 0.18% 0.01% Bank-Owned Life Insurance As ofJune 30, 2022 , the combined cash surrender value of all bank-owned life insurance ("BOLI") policies was$42.2 million . Changes in cash surrender value are recorded to non-interest income in the Consolidated Statements of Operations. The Company had BOLI policies with five insurance carriers. The Company is the beneficiary of these policies. Deposits Customer deposits are the primary funding source for the Bank's growth. Through our network of banking centers, we offer a competitive array of deposit
accounts and treasury management services designed
to meet our customers' business needs. Our primary deposit customers are small-to-medium sized businesses ("SMBs"), and the personal business of
owners and operators of these SMBs, as well as the retail/consumer
relationships of the employees of these businesses.
Table of Contents 48
Q2 2022 Form 10-Q The following table presents the daily average balance and average rate paid on deposits by category for the periods presented (in thousands, except ratios): Three Months EndedJune 30, 2022 2021 Average Balance Average Rate Paid Average Balance Average Rate Paid Non-interest-bearing demand deposits$ 644,975 0.00%$ 535,894 0.00% Interest-bearing demand deposits 66,349 0.10% 52,620 0.11% Saving and money market deposits 781,076 0.32% 607,752 0.35% Time deposits 224,284 0.48% 235,899 0.65%$ 1,716,684 0.21%$ 1,432,165 0.26% The uninsured deposits are estimated based on theFDIC deposit insurance limit of$250 thousand for all deposit accounts at the Bank per account
holder. Total estimated uninsured deposits
were
$897.8 million atJune 30, 2022 andDecember 31, 2021 , respectively.
The following table shows scheduled maturities of uninsured
time deposits as ofJune 30, 2022 (in thousands):June 30, 2022 Three months or less$ 27,087 Over three through six months 22,393 Over six though twelve months 31,622 Over twelve months 23,301$ 104,403 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 recognized as other liabilities.
As of
compared to$4.0 million atDecember 31, 2021 . Borrowings As a member of the FHLB, we are eligible for advances with various terms and conditions. This accessibility of additional funding allows us to efficiently and timely meet both expected and unexpected outgoing cash flows and collateral needs
without adversely affecting either daily operations or the financial condition
of the Company. As ofJune 30, 2022 we had$66.0 million of
fixed-rate advances outstanding
from the FHLB with a weighted average
rate of 1.55%. Most of the advances are due in the first
two calendar quarters of 2025.
The following table presents the FHLB fixed rate advances
as ofJune 30, 2022 (in thousands): Interest Rate Type of Rate Maturity Date Amount 0.81% FixedAugust 17, 2023 $ 5,000 1.04% FixedJuly 30, 2024 5,000 2.05% FixedMarch 27, 2025 10,000 1.91% FixedMarch 28, 2025 5,000 1.81% FixedApril 17, 2025 5,000 1.07% FixedJuly 18, 2025 6,000 1.58% FixedJuly 14, 2022 30,000$ 66,000 We have also established Fed Funds lines of credit with our upstream correspondent banks to manage temporary
fluctuations in our daily cash balances.
As of
were no outstanding balances with
the Fed Funds lines of credit. Table of Contents 49
Q2 2022 Form 10-Q 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 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, 2022 December 31, 2021 Commitments to grant loans and unfunded lines of credit$ 142,498 $ 134,877 Standby and commercial letters of credit 3,843 6,420$ 146,341 $ 141,297 Commitments to extend credit are agreements to lend funds to a client, as long as there is no violation of any condition established in the contract, for a specific purpose. Commitments generally have variable interest rates, fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being fully drawn, the total commitment amounts disclosed above do not necessarily represent future cash requirements. Unfunded lines of credit represent unused portions of credit facilities to our current borrowers that represent no change in credit risk in our portfolio. Lines
of credit generally have variable interest
rates. The maximum potential amount
of future payments we could be required to make is represented by the contractual amount of the commitment, less the amount of any advances made. Letters of credit are
conditional commitments issued
by us to guarantee the performance of a client to a third party. In
the event of nonperformance by
the client in accordance with the
terms of the agreement with the
third party, we would be required to fund the commitment. If the commitment is funded, we would be entitled to seek recovery from the client from the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash or marketable securities.Asset and Liability Management Committee Members of senior management and our Board make up the asset and liability management committee, or ALCO.
Senior management is responsible for ensuring that Board
approved strategies, policies, and procedures for managing and mitigating risks are appropriately executed within the designated
lines of authority and responsibility in a timely
manner. ALCO oversees the establishment, approval, implementation, and review of interest rate risk, management, and
mitigation strategies, ALM related policies, ALCO procedures
and risk tolerances and appetite. While some degree of IRR ("Interest Rate Risk") is inherent to the banking business, we believe our ALCO has put in place sound risk management practices to identify, quantify, monitor, and limit IRR exposures. 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, deposits volatility and
reduced earnings or outright losses could adversely affect
the Company's liquidity,
performance, and capital adequacy. Income simulations are used to assess the impact of changing rates on earnings under different rates scenarios and time horizons. These simulations utilize both instantaneous and parallel changes in the level of interest rates, as well as
non-parallel changes such as changing slopes (flat and steeping) and
twists of the yield curve, Static simulation models are based on current exposures and
assume a constant balance sheet with
no new growth. Dynamic simulation analysis
is also utilized to have a
more comprehensive assessment
on IRR. This simulation relies on detailed assumptions outlined in our
budget and strategic plan, and in assumptions regarding changes in
existing lines of business, new business, management strategies and client expected behavior.
Table of Contents 50
Q2 2022 Form 10-Q To have a more complete picture of IRR, the Company also evaluates the economic value of equity ("EVE"). This assessment allows us to measure the degree to which the economic values will change under different interest rate
scenarios (parallel and non-parallel). The economic value approach focuses on a longer-term time horizon and captures all future cash flows expected
from existing assets and
liabilities. The economic value
model utilizes a static approach in that the analysis does not incorporate new business; rather, the analysis shows a snapshot in time of the risk inherent in the balance sheet. Market and Interest Rate Risk Management According to our last ALCO model run as ofJune 30, 2022 , we are an asset-sensitive company for years one and two. This 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. Many assumptions are used
to calculate the impact of interest
rate variations on our net interest income, such as asset prepayment speeds, non-maturity deposit price sensitivity, pricing correlations, deposit truncations and decay rates, and key rate drivers. Because of the inherent use of these estimates and assumptions in the model, our actual results may, and most likely will, differ from static measures results. In addition, static measures like EVEs 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 ofJune 30, 2022 , NIM should increase for static rate scenarios (-400 basis points or +400 basis points). For the static forecast in year one, the estimated NIM will remain stable from the base case scenario to a
+400 basis points scenario. Additionally, utilizing an EVE
approach, we analyze the risk to capital from the effects of various interest rate scenarios through a long-term discounted cash flow model. This measures the difference between the
economic value of our assets and the economic value
of our liabilities, which is a proxy for our liquidation value.
According to our balance sheet composition, and as expected, our model stipulates that an increase of rates will have a negative
impact on the EVE. Results and analysis are presented quarterly
to the Board, and strategies are defined. We have also been reducing asset sensitivity by extending asset duration, which has lowered our net interest income volatility and allowed us to keep the net interest income consistent with ALCO objectives. 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 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 Table of Contents 51USCB Financial Holdings, Inc. Q2 2022 Form 10-Q and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments, that can be used to meet liquidity needs in stressful situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the institution's liquidity risk management process. We expect funds to be available from several basic banking activity sources, including the core deposit base, the
repayment and maturity of loans and investment security
cash flows. Other potential funding sources include
federal funds purchased, brokered certificates of deposit, listing certificates of deposit, and borrowings from the FHLB. Accordingly, our liquidity resources were adequate to fund loans and meet other cash needs as necessary. We do not expect liquidity resources to be compromised at this time. Capital Adequacy As ofJune 30, 2022 , the Bank was well capitalized under theFDIC's prompt corrective action framework. We also
follow the capital conservation
buffer framework, and as ofJune 30, 2022 , we exceeded the capital conversation buffer in
all capital ratios, according to our actual ratios. The following table presents the
capital ratios for both the Company and the Bank at the dates indicated (in thousands, except ratios): ActualMinimum Capital Requirements To be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount RatioJune 30, 2022 : Total risk-based capital:USCB Financial Holdings, Inc. $ 202,417 13.74 %$ 117,842 8.00 %$ 147,302 10.00 %U.S. Century Bank $ 201,314 13.67 %$ 117,842 8.00 %$ 147,302 10.00 % Tier 1 risk-based capital:USCB Financial Holdings, Inc. $ 186,384 12.65 %$ 88,381 6.00 %$ 117,842 8.00 %U.S. Century Bank $ 185,281 12.58 %$ 88,381 6.00 %$ 117,842 8.00 % Common equity tier 1 capital:USCB Financial Holdings, Inc. $ 186,384 12.65 %$ 66,286 4.50 %$ 95,746 6.50 %U.S. Century Bank $ 185,281 12.58 %$ 66,286 4.50 %$ 95,746 6.50 % Leverage ratio:USCB Financial Holdings, Inc. $ 186,384 9.43 %$ 79,040 4.00 %$ 98,800 5.00 %U.S. Century Bank $ 185,281 9.38 %$ 79,040 4.00 %$ 98,800 5.00 %December 31, 2021 : (1) Total risk-based capital$ 186,735 14.92 %$ 100,125 8.00 %$ 125,157 10.00 % Tier 1 risk-based capital$ 171,484 13.70 %$ 75,094 6.00 %$ 100,125 8.00 % Common equity tier 1 capital$ 171,484 13.70 %$ 56,321 4.50 %$ 81,352 6.50 % Leverage ratio$ 171,484 9.55 %$ 71,825 4.00 %$ 89,781 5.00 % (1)
As of
ratios for both
U.S. Century Bank were the same since there was no activity between both of these entities. Impact of Inflation Our Consolidated Financial Statements and related notes have been prepared in accordance withU.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
Table of Contents 52USCB Financial Holdings, Inc. Q2 2022 Form 10-Q Recently issued accounting pronouncements are discussed in Note 1 "Summary
of Significant Accounting Policies"
to
the Consolidated Financial Statements on this Form 10-Q. Reconciliation and Management Explanation of Non
-GAAP Financial Measures Management has included these non-GAAP measures because it believes these measures may provide useful supplemental information for evaluating the Company's underlying performance trends. Further, management uses these measures in managing and evaluating the Company's business and intends to refer to them in discussions about our operations and performance. Operating performance measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP, and are not necessarily comparable to non-GAAP measures that may be presented by other companies. The
following table reconciles the non-GAAP financial measurement of operating net income available to common stockholders for the periods presented (in thousands,
except per share data): As of or For the Three Months Ended6/30/2022 3/31/2022 12/31/2021 9/30/2021 6/30/2021 Pre-Tax Pre-Provision ("PTPP") Income: (1) Net income$ 5,295 $ 4,854 $ 5,650 $ 6,593 $ 4,053 Plus: Provision for income taxes 1,708 1,858$ 1,751 $ 2,088 $ 1,263 Plus: Provision for (recovery of) credit losses 705 - $ - $ - $ - PTPP income$ 7,708 $ 6,712 $ 7,401 $ 8,681 $ 5,316 PTPP Return on Average Assets: (1) PTPP income$ 7,708 $ 6,712 $ 7,401 $ 8,681 $ 5,316 Average assets$ 1,968,381 $ 1,913,484 $ 1,828,037 $ 1,741,423 $ 1,660,060 PTPP return on average assets (2) 1.57%$ 1 .42%$ 1 .61%$ 1 .98%$ 1 .28% Operating Net Income: Net income$ 5,295 $ 4,854 $ 5,650 $ 6,593 $ 4,053
Less: Net gains (losses) on sale of
securities (3)$ 21 $ 35 $ (70) $ 187 Less: Tax effect on sale of securities 1$ (5) $ (9) $ 17 $ (46) Operating net income$ 5,297 $ 4,838 $ 5,624 $ 6,646 $ 3,912 Operating PTPP Income: (1) PTPP income$ 7,708 $ 6,712 $ 7,401 $ 8,681 $ 5,316
Less: Net gains (losses) on sale of
securities (3)$ 21 $ 35 $ (70) $ 187 Operating PTPP Income$ 7,711 $ 6,691 $ 7,366 $ 8,751 $ 5,129 Operating PTPP Return on Average Assets: (1) Operating PTPP income$ 7,711 $ 6,691 $ 7,366 $ 8,751 $ 5,129 Average assets$ 1,968,381 $ 1,913,484 $ 1,828,037 $ 1,741,423 $ 1,660,060 Operating PTPP Return on average assets (2) 1.57%$ 1 .42%$ 1 .60%$ 1 .99%$ 1 .24% Operating Return on Average Assets: (1) Operating net income$ 5,297 $ 4,838 $ 5,624 $ 6,646 $ 3,912 Average assets$ 1,968,381 $ 1,913,484 $ 1,828,037 $ 1,741,423 $ 1,660,060 Operating return on average assets (2) 1.08%$ 1 .03%$ 1 .22%$ 1 .51%$ 0 .95% (1)
The Company believes these non-GAAP measurements
are a key indicator of the ongoing earnings
power of the Company. (2) Annualized. Table of Contents 53
Q2 2022 Form 10-Q As of or For the Three Months Ended6/30/2022 3/31/2022 12/31/2021 9/30/2021 6/30/2021 Tangible book value per common share (at period-end): (1) Total stockholders' equity (GAAP)$ 180,068 $ 192,039 $ 203,897 $ 201,918 $ 166,302 Less: Intangible assets - - - - - Less: Preferred stock - - - - 24,616 Tangible stockholders' equity (non-GAAP)$ 180,068 $ 192,039 $ 203,897 $ 201,918 $ 141,686 Total shares issued and outstanding (at period-end): (2) Class A common shares 20,000,753 20,000,753 19,991,753 18,767,541 3,889,469 Class B common shares - - - 1,224,212 1,224,212 Total common shares issued and outstanding 20,000,753 20,000,753 19,991,753 19,991,753 5,113,681 Tangible book value per common share (non-GAAP)$ 9.00 $ 9.60 $ 10.20 $ 10.10 $ 27.71 Operating net income available to common stockholders: (1) Net income (GAAP)$ 5,295 $ 4,854 $ 5,650 $ 6,593 $ 4,053 Less: Preferred dividends - - - 542 754 Less: Exchange and redemption of preferred shares - - - 89,585 - Net income (loss) available to common stockholders (GAAP) 5,295 4,854 5,650 (83,534) 3,299
Add back: Exchange and redemption of preferred
shares - - - 89,585 -
Operating net income avail. to common stock (non-GAAP)
$ 5,295 $ 4,854 $ 5,650 $ 6,051 $ 3,299
Allocation of operating net income per common
stock class: Class A common stock$ 5,295 $ 4,854 $ 5,650 $ 5,598 $ 2,509 Class B common stock $ - $ - $ -$ 453 $ 790 Weighted average shares outstanding: Class A common stock Basic 20,000,753 19,994,953 18,913,914 15,121,460 3,889,469 Diluted 20,171,261 20,109,783 19,023,686 15,187,729 3,933,636 Class B common stock Basic - - - 6,121,052 6,121,052 Diluted - - - 6,121,052 6,121,052 Diluted EPS: (3) (4) Class A common stock Net income (loss) per diluted share (GAAP)$ 0.26 $ 0.24 $ 0.30 $ (5.11) $ 0.64 Add back: Exchange and redemption of preferred shares - - - 5.48 - Operating net income per diluted share (non-GAAP)$ 0.26 $ 0.24 $ 0.30 $ 0.37 $ 0.64 Class B common stock Net income (loss) per diluted share (GAAP) $ - $ - $ -$ (1.02) $ 0.13 Add back: Exchange and redemption of preferred shares - - - 1.09 - Operating net income per diluted share (non-GAAP) $ - $ - $ -$ 0.07 $ 0.13 (1)
The Company believes these non-GAAP measurements are
a key indicator of the ongoing earnings power
of the Company. (2)
During the quarter ended
47,473 shares of Class C preferred stock and
11,061,552 shares of Class D preferred stock were exchanged for an aggregate of 10,278,072 shares
of Class A common stock. Additionally, the Bank completed the initial
public offering of its Class A common stock onJuly 27, 2021 , in which it
issued 4,600,000 shares of Class A common stock.
As such, the total shares issued and outstanding of Class A common stock was 18,767,541 shares
atSeptember 30, 2021 . (3)
During the quarter ended
basic net loss per share is the same as
diluted net loss per share as the inclusion of all
potential
common shares outstanding would have been antidilutive.
(4)
During the quarter ended
the Company entered into agreements with
the Class B shareholders to exchange all
outstanding
shares of Class B non-voting stock for Class A
voting common stock at a ratio of 5 to 1.
In calculating net income (loss) per diluted
share for the prior quarters presented, the allocation of operating net income
available to common stockholders was based
on the weighted average shares outstanding per common share class to the total weighted average
shares outstanding during each period. The
operating net income allocation was calculated using the weighted average shares outstanding of Class
B common stock on a as-converted basis.
Table of Contents 54USCB Financial Holdings, Inc. Q2 2022 Form 10-Q Item 3.
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