EX-23.1 15 exhibit231.htm exhibit231
 
 
Table
 
of Contents
 
 
 
Exhibit 23.1
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