REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Shareholders and the Board of Directors of USCB Financial
Holdings, Inc.
Doral, Florida
Opinion on the Financial Statements
We have audited
the accompanying consolidated
balance sheets of
USCB Financial Holdings,
Inc. (the "Company")
as of
December
31,
2021
and
2020,
the
related
consolidated
statements
of
operations,
comprehensive
income,
changes
in
stockholders’ equity, and cash flows for the years
then ended, and the
related notes (collectively referred to
as the "financial
statements").
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended,
in conformity with accounting principles generally accepted in
the United States of America.
Explanatory Paragraph – Financial Statement Consistency
As discussed
in Note
1 to
the consolidated
financial statements,
the stockholders
of U.S.
Century Bank
exchanged their
Class A common shares
of U.S. Century Bank
for shares of USCB
Financial Holdings, Inc.
on a 1 share
for 1 share basis
during the year
ended December
31, 2021.
Stockholders of
U.S. Century
Bank became
stockholders of
USCB Financial
Holdings, Inc.,
and USCB
Financial Holdings,
Inc. became
the sole
stockholder
of U.S.
Century Bank.
The consolidated
financial statements as
of and for
the year ended
December 31, 2020,
do not include
USCB Financial Holdings,
Inc.
The
2020 financial
statements
of U.S.
Century Bank
are presented
with the
2021 consolidated
financial statements
of USCB
Financial
Holdings,
Inc.
since
U.S.
Century
Bank’s
assets,
liabilities,
and
operations
comprise
substantially
all
of
the
consolidated assets, liabilities, and operations.
Our opinion is not modified with respect to this matter.
Basis for Opinion
These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an
opinion
on the
Company's
financial
statements
based
on
our
audits.
We
are
a public
accounting
firm
registered
with
the
Public
Company Accounting
Oversight Board (United
States) ("PCAOB")
and are required
to be independent
with respect to
the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our
audits in
accordance with
the standards of
the PCAOB.
Those standards require
that we
plan and
perform
the audit to obtain reasonable
assurance about whether the financial statements are
free of material misstatement, whether
due to error
or fraud. Our
audits included performing procedures
to assess the risks
of material misstatement of
the financial
statements, whether due
to error or
fraud, and performing
procedures that respond to
those risks. Such
procedures included
examining, on
a test
basis, evidence
regarding the
amounts and
disclosures
in the
financial statements.
Our audits
also
included evaluating the
accounting principles
used and significant
estimates made
by management, as
well as evaluating
the overall presentation of the financial statements. We
believe that our audits provide a reasonable basis for
our opinion.
/s/ Crowe LLP
Crowe LLP
We have served as the Company's auditor since
2017.
Fort Lauderdale, Florida
March 24, 2022
