SEC Form 10-Q filed by USCB Financial Holdings Inc.

 

 

 

 

 

 

 

 

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission File Number:

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

,

,

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code:

(

)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Indicate by checkmark whether theregistrant (1) hasfiled all reportsrequired to befiled by Section13 or 15(d)of the SecuritiesExchange

Act of 1934 during the preceding 12 months(or for such shorter period that the registrant wasrequired to file such reports), and (2)has

been subject to such filing requirements for the past 90 days.

☒

No

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive DataFile required to be submitted pursuant

to Rule 405of Regulation S-T(§232.405 of thischapter) during thepreceding 12 months(or for suchshorter period thatthe registrant

was required to submit such files).

☒

No

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

companyoranemerginggrowthcompany.Seethedefinitionsof“largeacceleratedfiler,”“acceleratedfiler,”“non-acceleratedfiler,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

☒

Smaller reporting company

Emerging growth company

If anemerging growthcompany, indicate bycheck markif theregistrant has electednot touse theextended transitionperiod forcomplying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

☐

☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 30, 2024 the registrant had

19,655,632

of Class A common stock outstanding.

FORM 10-Q

March 31, 2024

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

PARTI

Item 1.Financial Statements

USCB FINANCIAL HOLDINGS, INC

Consolidated Balance Sheets – Unaudited

(Dollars in thousands, except share data)

March 31, 2024

December 31, 2023

ASSETS:

Cash and due from banks

$

$

Interest-bearing deposits in banks

Total cash and cash equivalents

Investment securities held to maturity, net of allowance of $

and $

, respectively (fair value $

and $

, respectively)

Investment securities available for sale, at fair value

Federal Home Loan Bank stock, at cost

Loans held for investment, net of allowance of $

and $

, respectively

Accrued interest receivable

Premises and equipment, net

Bank owned life insurance

Deferred tax assets, net

Lease right-of-use asset

Other assets

Total assets

$

$

LIABILITIES:

Deposits:

Demand deposits

$

$

Money market and savings accounts

Interest-bearing checking

Time deposits

Total deposits

Federal Home Loan Bank advances and otherborrowings

Lease liability

Accrued interest and other liabilities

Total liabilities

Commitments and contingencies (See Notes 5and 10)

(nil)

(nil)

STOCKHOLDERS' EQUITY:

Preferred stock - Class C; $

par value; $

per share liquidation preference;

shares

authorized;

and

issued and outstanding as of March 31, 2024and December 31, 2023

-

-

Preferred stock - Class D; $

par value; $

per share liquidation preference;

shares

authorized;

and

issued and outstanding as of March 31, 2024and December 31, 2023

-

-

Preferred stock - Class E; $

par value; $

per share liquidation preference;

shares

authorized;

and

issued and outstanding as of March 31, 2024and December 31, 2023

-

-

Common stock - Class A Voting; $

par value;

shares authorized;

issued and

outstandingas of March 31, 2024,

issued and outstanding as of December 31,2023

Common stock - Class B Non-voting; $

par value;

shares authorized;

and

issued and

outstanding as of March 31, 2024 and December31, 2023

-

-

Additional paid-in capital on common stock

Accumulated deficit

(84,952)

(88,548)

Accumulated other comprehensive loss

(45,427)

(44,271)

Total stockholders' equity

Total liabilities and stockholders' equity

$

$

The accompanying notes are an integral part ofthese unaudited consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

USCB FINANCIAL HOLDINGS, INC.

Consolidated Statements of Operations - Unaudited

(Dollars in thousands,except per share data)

Three Months Ended March 31,

2024

2023

Interest income:

Loans, including fees

$

$

Investment securities

Interest-bearing deposits in financial institutions

Total interest income

Interest expense:

Interest-bearing checking

Money market and savings accounts

Time deposits

Federal Home Loan Bank advances and other borrowings

Total interest expense

Net interest income before provision forcredit losses

Provision for credit losses

Net interest income after provision forcredit losses

Non-interest income:

Service fees

(Loss) gain on sale of securities available forsale, net

-

(21)

Gain on sale of loans held for sale, net

Other non-interest income

Total non-interest income

Non-interest expense:

Salaries and employee benefits

Occupancy

Regulatory assessment and fees

Consulting and legal fees

Network and information technology services

Other operating expense

Total non-interest expense

Income before income tax expense

Income tax expense

Net income

$

$

Per share information:

Net income per share, basic

$

$

Net income per share, diluted

$

$

Cash dividend declared

$

$

The accompanying notes are an integral part ofthese unaudited consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

USCB FINANCIAL HOLDINGS, INC.

Consolidated Statements of Comprehensive Income(Loss) - Unaudited

(Dollars in thousands)

Three Months Ended March 31,

2024

2023

Net income

$

$

Other comprehensive income (loss):

Unrealized gain (loss) on investment securities

(2,134)

Amortization of net unrealized gain (loss) on securitiestransferred from available-for-sale to held-to-maturity

(60)

Reclassification adjustment for (gain) loss includedin net income

-

Unrealized gain on cash flow hedge

-

Tax effect

(912)

Total other comprehensive income (loss), net of tax

(1,156)

Total comprehensive income

$

$

The accompanying notes are an integral part ofthese unaudited consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

USCB FINANCIAL HOLDINGS, INC.

Consolidated Statements of Changes in Stockholders’Equity - Unaudited

(Dollars in thousands,except per share data)

Common Stock

Additional Paid-in

Capital on Common

Stock

Accumulated Deficit

Accumulated Other

Comprehensive

Loss

Shares

Par Value

Total

Stockholders'

Equity

Balance at December 31, 2023

$

$

$

(88,548)

$

(44,271)

$

Net income

-

-

-

-

Other comprehensive loss

-

-

-

-

(1,156)

(1,156)

Repurchase of Class A common stock

(7,100)

(7)

(72)

-

-

(79)

Restricted stock issued

(53)

-

-

-

Restricted stock forfeiture

(8,625)

(9)

-

-

-

Exercise of stock options

-

-

Dividend payment

-

-

-

(1,016)

-

(1,016)

Stock-based compensation

-

-

-

-

Balance at March 31, 2024

$

$

$

(84,952)

$

(45,427)

$

Balance at December 31, 2022

$

$

$

(104,104)

$

(44,751)

$

Cumulative effect of adoption of accounting principlerelated to ASC 326

-

-

-

(1,325)

-

(1,325)

Adjusted beginning balance after cumulativeeffect adjustment

(105,429)

(44,751)

Net income

-

-

-

-

Other comprehensive loss

-

-

-

-

Repurchase of Class A common stock

(500,000)

(500)

(5,367)

-

-

(5,867)

Restricted stock issued

(121)

-

-

-

Stock-based compensation

-

-

-

-

Balance at March 31, 2023

$

$

$

(99,620)

$

(42,065)

$

The accompanying notes are an integralpart of these consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

USCB FINANCIAL HOLDINGS, INC.

Consolidated Statements of Cash Flows - Unaudited

(Dollars in thousands)

Three Months Ended March 31,

2024

2023

Cash flows from operating activities:

Net income

$

$

Adjustments to reconcile net incometo net cash provided by operating activities:

Provision for credit losses

Depreciation and amortization

(Accretion) amortization of premiums on securities,net

(135)

(38)

Accretion of deferred loan fees, net

(3)

(93)

Stock-based compensation

Loss (gain) on sale of available for sale securities

-

Gain on sale of loans held for sale

(67)

(347)

Increase in cash surrender value of bank ownedlife insurance

(411)

(267)

Decrease in deferred tax assets

Net change in operating assets and liabilities:

Accrued interest receivable

(891)

(670)

Other assets

(464)

Accrued interest and other liabilities

Net cash provided by operating activities

Cash flows from investing activities:

Proceeds from maturities and pay-downs of investmentsecurities held to maturity

Purchase of investment securities availablefor sale

(36,927)

(7,667)

Proceeds from maturities and pay-downs of investmentsecurities available for sale

Proceeds from sales of investment securitiesavailable for sale

-

Net increase in loans held for investment

(15,830)

(77,413)

Purchase of loans held for investment

(25,249)

-

Additions to premises and equipment

(91)

(22)

Proceeds from the sale of loans held for sale

Proceeds from the redemption of FederalHome Loan Bank stock

Purchase of Federal Home Loan Bank stock

(177)

(6,831)

Net cash used in investment activities

(66,424)

(69,232)

Cash flows from financing activities:

Proceeds from issuance of Class A commonstock, net

-

Cash dividends paid

(1,016)

-

Repurchase of Class A common stock

(79)

(5,867)

Net increase in deposits

Proceeds from other borrowings

Repayments on Federal Home Loan Bank advances

(101,000)

(84,000)

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginningof period

Cash and cash equivalents at end of period

$

$

Supplemental disclosure of cash flowinformation:

Interest paid

$

$

Supplemental schedule of non-cash investingand financing activities:

Transfer of loans held for investment to loans heldfor sale

$

$

The accompanying notes are an integralpart of these unaudited consolidated financialstatements.

 

 

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

8USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

 

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

9USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

 

 

 

 

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

10USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

11USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

 

 

 

 

 

 

 

 

 

 

 

 

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

12USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

 

 

 

 

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

13USCB Financial Holdings, Inc.Q1 2024 Form 10-Q

The BTFPprogram

ceased making new loans as of March 2024.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

14USCB Financial Holdings, Inc.Q1 2024 Form 10-Q