8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 21, 2006

ECB BANCORP, INC.

(Exact name of registrant as specified in its charter)

North Carolina	000-24753	56-2090738
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Post Office Box 337
Engelhard, North Carolina	27824
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (252) 925-9411

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement

On February 21, 2006, our Board of Directors and the Board of our subsidiary, The East Carolina Bank (the “Bank”), based on the recommendation of their joint Compensation Committee, approved:

(a) increases (effective January 1, 2006) in the annual rate at which base salary is paid by the Bank to our Chief Executive Officer, Arthur H. Keeney III under his employment agreement with the Bank, and the annual rates at which base salary is paid by the Bank to our other three named executive officers;

(b) the amounts of cash bonuses to be paid by the Bank pursuant to our Incentive Plan for 2005 to our Chief Executive Officer and other three named executive officers; and

(c) our grant to our Chief Executive Officer and other three named executive officers of options to purchase shares of our common stock pursuant to the terms of our Omnibus Stock Ownership and Long Term Incentive Plan.

The 2006 base salary rate and 2005 cash bonus amount approved by the Boards for each named executive officer are listed in Exhibit 10.1 to this Report. The numbers of shares for which stock options were granted to our named executive officers, together with the exercise price, term and vesting schedule of each option, are listed in Exhibit 10.2 to this Report.

Item 2.02. Results of Operations and Financial Condition.

On February 22, 2006, we announced our financial condition and results of operations at, and for the quarter and year ended, December 31, 2005. A copy of our press release is being furnished as Exhibit 99.1 to this Report.

Item 9.01. Financial Statements and Exhibits.

Exhibits. Exhibits 10.1 and 10.2 listed below are being filed with this Report, and Exhibit 99.1 listed below is being furnished with this Report.

Exhibit No.	Exhibit Description
10.1	Schedule listing 2006 base salary rates and 2005 cash bonus amounts of named executive officers
10.2	Schedule listing number of shares of our common stock for which a purchase option was granted to each of our named executive officers, together with the exercise price, term and vesting schedule of each option
99.1	Copy of our press release dated February 22, 2006

Disclosures About Forward Looking Statements

Statements in this Report and its exhibits relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in our Annual Report on Form 10-K and in other documents we file with the Securities and Exchange Commission from time to time. Copies of those reports are available through our Internet

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website at www.ecbbancorp.com or directly through the Commission’s website at www.sec.gov. Forward-looking statements may be identified by terms such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “forecasts”, “potential” or “continue,” or similar terms or the negative of these terms, or other statements concerning opinions or judgments of our management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of our customers, actions of government regulators, the level of market interest rates, weather and similar conditions, particularly the effect of hurricanes on our banking and operations facilities and on our customers and the communities in which we do business, and general economic conditions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this paragraph. We have no obligation, and do not intend, to update these forward-looking statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this Report to be signed on our behalf by the undersigned thereunto duly authorized.

	ECB BANCORP, INC.
	(Registrant)
Date: February 22, 2006	By:	/S/ Gary M. Adams
		Gary M. Adams
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

2006 Base Salary Rates; 2005 Cash Bonus Amounts

The following table lists the 2006 base salary rate and 2005 cash bonus amount approved on February 21, 2006, for each of our named executive officers.

Name and Title	2006 Base Salary Rate		2005 Cash Bonus Amount
Arthur H. Keeney III President and Chief Executive Officer	$	245,000	$	73,209
J. Dorson White Executive Vice President and Chief Operating Officer		145,000		30,438
William F. Plyler, II Senior Vice President and Chief Credit Officer		115,500		24,748
Gary M. Adams Senior Vice President and Chief Financial Officer		100,000		22,004

EX-10.2

Exhibit 10.2

February 2006 Stock Option Grants

The following table lists the number of shares of our common stock for which a purchase option was granted on February 21, 2006, to each of our named executive officers pursuant to the terms of our Omnibus Stock Ownership and Long Term Incentive Plan, together with the exercise price, term and vesting schedule of each option.

Name and Title	Number of Shares	Exercise Price Per Share		Option Term	Vesting Schedule
Arthur H. Keeney III President and Chief Executive Officer	8,954	$	28.52	10 years	Becomes exercisable as to one-third of the shares each February 21, beginning 02/21/07
J. Dorson White Executive Vice President and Chief Operating Officer	4,952	$	28.52	10 years	Becomes exercisable as to one-third of the shares each February 21, beginning 02/21/09
William F. Plyler, II Senior Vice President and Chief Credit Officer	2,562	$	28.52	10 years	Becomes exercisable as to one-third of the shares each February 21, beginning 02/21/09
Gary M. Adams Senior Vice President and Chief Financial Officer	1,619	$	28.52	10 years	Becomes exercisable as to one-third of the shares each February 21, beginning 02/21/09

EX-99.1

Exhibit 99.1

PRESS RELEASE

February 22, 2006

CONTACT:	ECB Bancorp, Inc.
	Gary M. Adams, Chief Financial Officer
	(252) 925-5525
	(252) 925-8491 facsimile
	Gary.Adams@ecbbancorp.com

FOR IMMEDIATE RELEASE

ECB Bancorp, Inc. Reports Record 2005 Year End Results

ENGELHARD, N.C.- ECB Bancorp, Inc. (NASDAQ: ECBE) (“ECB” or the “Company”) today announced its results for the three and twelve months ended December 31, 2005.

Net income for the twelve months ended December 31, 2005 was $4.9 million or $2.37 per diluted share, which generated a Return on Average Assets (“ROAA”) of 0.93% and a Return on Average Equity (“ROAE”) of 14.56%. Net income for the twelve months ended December 31, 2004 was $3.3 million or $1.60 per diluted share, which generated a ROAA of 0.68% and a ROAE of 10.11%.

Net income for the quarter ended December 31, 2005 was $1.3 million or $0.62 per diluted share. For the quarter ended December 31, 2004, the Company reported a net loss of $84 thousand or a loss of $0.04 per diluted share. The fourth quarter results in 2004 included an other-than-temporary impairment non-cash charge of $1.4 million related to $5.7 million face value of perpetual preferred stock issued by Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, both Government sponsored entities. This charge was partially offset by a reduction in the accrual for our annual incentive plan by $168 thousand (net of taxes) to reflect the effect of the write-down on the 2004 operating results. Additional year-end highlights include:

• Net interest income for 2005 rose 13.1% to $19.0 million from $16.8 million a year ago. Net interest income for the quarter ended December 31, 2005 rose 11.1% to $5.0 million from $4.5 million in the quarter ended December 31, 2004.

• Net interest margin for 2005 was 4.16%, an improvement of 12 basis points over 2004.

• Non-interest income for 2005 increased 29.2% to $6.2 million from $4.8 million in 2004.

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• Consolidated assets increased 9.13% to $547.7 million at December 31, 2005 from $501.9 million at December 31, 2004.

• Investments decreased 6.8% to $104.7 million at December 31, 2005. The proceeds from the sale and maturity of securities in our investment portfolio were primarily reinvested in higher-yielding loans.

• Loans increased 17.4% to $386.8 million at December 31, 2005 from $329.5 million at December 31, 2004.

• Deposits increased 13.2% to $465.2 million at December 31, 2005 from $411.1 million at December 31, 2004.

• Declared quarterly dividends totaling $0.64 per share for the year, a 12.3% increase over the prior year.

Arthur H. Keeney, III, President and Chief Executive Officer commented: “2005 was another fine year for ECB Bancorp, Inc. Our solid performance underscores the continued focus on the successful implementation of our core strategies: grow the loan portfolio while maintaining high asset quality, grow core deposits, increase non-interest income, control expenses and make strategic investments in new communities, all resulting in increased shareholder value.

“We replaced two branches last year. On January 30, 2006, we moved into a new, full-service branch facility in Hertford, NC and moved out of our small branch office in a shopping center on Highway 17. Additionally, on February 6, 2006, we moved into a new larger branch facility in Southern Shores to meet the ever-growing needs of our customers in that market. With these replacement facilities and the completion of our new corporate headquarters building (opened January 2005), the organization can now return its focus to a variety of growth opportunities available in many of its current North Carolina markets including Greenville, New Bern, Currituck County and the greater Wilmington area.

“By the fall of 2005, we had concluded that our credit card operation, because of its small scale, was no longer an appropriate strategic fit within our core competencies. Accordingly, in October 2005, we sold the card portfolio consisting of approximately $2.7 million in outstanding balances. The resulting gain of approximately $375 thousand (pre-tax) on this sale was partially offset by accelerated depreciation expense taken during 2005 of $162 thousand on the Southern Shores office as it was being replaced by a new facility. The non-recurring gain on the credit card portfolio reflected in our 2005 financial results is similar to our $317 thousand (pre-tax) non-recurring gain in 2004 from insurance proceeds for property damage sustained during Hurricane Isabel in the fall of 2003.

“We look forward to another solid year in 2006 as we continue our efforts to build strong customer relationships and to hire and motivate exceptional people. Our goals of high asset quality, strong capital, prudent reserves and solid profitability are all designed to leverage the ECB reputation and build long-term shareholder value.

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“We are also saddened by the passing in November of Mrs. Anna Mae Gibbs, mother of Director Greg Gibbs and the wife of our former Director C. Gilbert Gibbs, who predeceased her in 2001. The Gibbs are significant shareholders and long-term supporters of our institution and have played an important role in our historical success.”

About ECB Bancorp, Inc.

ECB Bancorp, Inc. is a bank holding company, headquartered in Engelhard, North Carolina, whose wholly-owned subsidiary, The East Carolina Bank, is a state-chartered, independent community bank insured by the FDIC. The Bank provides a full range of financial services through its 20 offices in eastern North Carolina, including new full-service branches in Morehead City and Wilmington. The Bank also provides mortgages, insurance services through the Bank’s licensed agents and investment and brokerage services offered through a third-party broker-dealer. ECB’s common stock is listed on The Nasdaq Capital Market under the symbol “ECBE”. More information can be obtained by visiting ECB’s web site at www.ecbbancorp.com.

“Safe Harbor Statement” Under the Private Securities Litigation Reform Act of 1995

Statements in this Press Release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in the Company’s Annual Report on Form 10-K and in other documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “forecasts”, “potential” or “continue,” or similar terms or the negative of these terms, or other statements concerning opinions or judgments of the Company’s management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of the Company’s customers, actions of government regulators, the level of market interest rates, weather and similar conditions, particularly the effect of hurricanes on the Company’s banking and operations facilities and on the Company’s customers and the communities in which it does business, and general economic conditions. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this paragraph. The Company has no obligations, and does not intend, to update these forward-looking statements.

See financial attachments (3 pages)

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ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Balance Sheets

December 31, 2005 and 2004

	December 31, 2005			December 31, 2004
Assets
Non-interest bearing deposits and cash	$	17,042,013		$	26,752,800
Federal funds sold		1,796,521			1,510,468
Total cash and cash equivalents		18,838,534			28,263,268
Investment securities
Available-for-sale, at market value (cost of $107,083,612 and $112,787,121 at December 31, 2005 and 2004, respectively)		104,723,190			112,321,137
Loans		386,786,075			329,530,355
Allowance for loan losses		(4,650,000	)		(4,300,000	)
Loans, net		382,136,075			325,230,355
Real estate acquired in settlement of loans, net		—			34,500
Federal Home Loan Bank common stock, at cost		1,947,700			1,946,500
Bank premises and equipment, net		18,859,563			16,939,045
Accrued interest receivable		3,562,173			2,758,558
Bank owned life insurance		7,435,953			6,691,215
Other assets		10,182,899			7,705,252
Total	$	547,686,087		$	501,889,830
Liabilities and Shareholders’ Equity
Deposits
Demand, noninterest bearing	$	98,889,732		$	86,215,997
Demand interest bearing		94,423,170			94,924,075
Savings		22,817,684			23,178,796
Time		249,077,301			206,814,091
Total deposits		465,207,887			411,132,959
Accrued interest payable		1,523,792			970,081
Short-term borrowings		23,597,641			23,006,740
Long-term obligations		18,310,000			31,310,000
Other liabilities		4,481,352			3,392,837
Total liabilities		513,120,672			469,812,617
Shareholders’ equity
Common stock, par value $3.50 per share; authorized 10,000,000 shares; issued and outstanding 2,040,042 and 2,038,242 in 2005 and 2004, respectively		7,140,148			7,133,848
Capital surplus		5,407,703			5,360,003
Retained earnings		23,724,185			20,176,100
Deferred compensation - restricted stock		(254,961	)		(306,157	)
Accumulated other comprehensive loss		(1,451,660	)		(286,581	)
Total shareholders’ equity		34,565,415			32,077,213
Total	$	547,686,087		$	501,889,830

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ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Income Statements

For three and twelve months ended December 31, 2005 and 2004 (unaudited)

	Three months ended December 31,					Twelve months ended December 31,
	2005		2004			2005		2004
Interest income:
Interest and fees on loans	$	6,831,442	$	5,079,306		$	24,012,036	$	18,201,643
Interest on investment securities:
Interest exempt from federal income taxes		274,111		276,103			1,134,923		1,081,083
Taxable interest income		814,095		777,377			3,104,789		3,251,830
Dividend income		—		18,783			36,551		90,695
FHLB stock dividends		16,967		11,797			73,866		44,277
Interest on federal funds sold		52,485		20,475			241,139		73,047
Total interest income		7,989,100		6,183,841			28,603,304		22,742,575
Interest expense:
Deposits:
Demand accounts		163,485		97,734			536,153		373,528
Savings		29,255		29,242			116,298		113,214
Time		2,303,170		1,149,103			6,991,631		3,785,856
Short-term borrowings		125,188		85,706			467,866		242,752
Long-term obligations		381,912		353,461			1,539,323		1,404,995
Total interest expense		3,003,010		1,715,246			9,651,271		5,920,345
Net interest income		4,986,090		4,468,595			18,952,033		16,822,230
Provision for loan losses		416,864		228,734			756,864		803,734
Net interest income after provision for loan losses		4,569,226		4,239,861			18,195,169		16,018,496
Noninterest income:
Service charges on deposit accounts		852,288		838,074			3,323,332		3,386,809
Other service charges and fees		533,714		431,163			2,056,974		1,692,494
Net gain on sale of securities		17,073		12,060			107,148		308,176
Impairment charge on investments		—		(1,388,275	)		—		(1,388,275	)
Income from bank owned life insurance		65,019		69,099			255,228		288,297
Gain on proceeds of insurance settlement		—					—		396,364
Gain on sale of credit card portfolio		375,110		—			375,110		—
Other operating income		18,581		29,485			107,378		117,644
Total noninterest income		1,861,785		(8,394	)		6,225,170		4,801,509
Noninterest expenses:
Salaries		1,688,852		1,498,420			6,650,565		5,873,527
Retirement and other employee benefits		648,044		317,039			2,623,659		2,126,130
Occupancy		498,127		322,739			1,559,055		1,301,242
Equipment		402,341		415,351			1,701,295		1,695,632
Professional fees		83,816		95,083			469,094		316,297
Supplies		78,021		74,880			330,119		328,871
Telephone		110,987		104,909			497,556		389,298
Postage		62,220		71,686			219,417		237,928
Other operating expenses		1,003,083		814,985			3,414,206		3,246,286
Total noninterest expenses		4,575,491		3,715,092			17,464,966		15,515,211
Income before income taxes		1,855,520		516,375			6,955,373		5,304,794
Income taxes		586,762		600,000			2,101,951		2,025,000
Net Income taxes	$	1,268,758	$	(83,625	)	$	4,853,422	$	3,279,794
Net income per share – basic	$	0.63	$	(0.04	)	$	2.41	$	1.63
Net income per share - diluted	$	0.62	$	(0.04	)	$	2.37	$	1.60
Weighted average shares outstanding - basic		2,014,874		2,014,874			2,014,879		2,016,680
Weighted average shares outstanding - diluted		2,045,044		2,014,874			2,046,129		2,044,201

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ECB Bancorp, Inc.

Supplemental Quarterly Financial Data (Unaudited)

	12/31/05			9/30/05			6/30/05			3/31/05			12/31/04
	(Dollars in thousands, except per share data)
Income Statement Data:
Interest income	$	7,989		$	7,532		$	6,841		$	6,241		$	6,184
Interest expense		3,003			2,565			2,216			1,867			1,715
Net interest income		4,986			4,967			4,625			4,374			4,469
Loan loss provision		417			150			90			100			229
Noninterest income		1,862			1,537			1,618			1,207			(9	)
Noninterest expense		4,575			4,355			4,369			4,166			3,715
Income taxes		587			632			519			363			600
Net income	$	1,269		$	1,367		$	1,265		$	952		$	(84	)
Per Share Data and Shares Outstanding:
Basic net income	$	0.63		$	0.68		$	0.63		$	0.47		$	(0.04	)
Diluted net income		.62			0.67			0.62			0.47			0.04	)
Cash dividends declared		.16			0.16			0.16			0.16			0.1425
Book value at period end		16.94			16.86			16.49			15.66			15.74
Dividend payout ratio		25.40	%		23.53	%		25.40	%		34.04	%		N/M
Weighted-average number of common shares outstanding:
Basic		2,014,874			2,014,874			2,014,872			2,014,874			2,014,874
Diluted		2,045,044			2,047,098			2,044,091			2,044,430			2,014,874
Shares outstanding at period end		2,040,042			2,040,042			2,040,042			2,038,242			2,038,242
Balance Sheet data:
Total assets	$	547,686		$	542,782		$	541,136		$	516,335		$	501,890
Loans		386,786			370,875			361,665			336,429			329,530
Allowance for loan losses		4,650			4,588			4,449			4,380			4,300
Investments		104,723			113,285			104,448			109,093			112,321
Premises and equipment, net		18,763			18,193			17,539			17,464			16,939
Total deposits		465,208			457,059			455,622			420,959			411,133
Short-term borrowings		23,598			27,513			15,399			27,983			23,007
Long-term obligations		18,310			18,310			31,310			31,310			31,310
Shareholders’ equity		34,565			34,395			33,637			31,919			32,077
Selected Performance Ratios:
Return on average assets		0.93	%		1.02	%		0.98	%		0.76	%		(0.07	)%
Return on average shareholders’ equity		14.72	%		16.18	%		15.50	%		11.77	%		(1.03	)%
Net interest margin		4.16	%		4.20	%		4.14	%		4.15	%		4.07	%
Efficiency ratio		65.17	%		65.13	%		67.52	%		72.18	%		79.97	%
Asset Quality Ratios:
Nonperforming loans to period-end loans		0.02	%		0.04	%		0.28	%		0.03	%		0.03	%
Allowance for loan losses to period-end loans		1.20	%		1.24	%		1.23	%		1.30	%		1.30	%
Allowance for loan losses to nonperforming loans		7,154	%		2,753	%		433	%		5,022	%		4,175	%
Net charge-offs to average loans (annualized)		0.23	%		0.01	%		0.02	%		0.02	%		0.04	%
Capital Ratios
Equity-to-assets Ratio		6.31	%		6.34	%		6.22	%		6.18	%		6.39	%
Leverage Capital Ratio		8.43	%		8.35	%		8.50	%		8.64	%		8.43	%
Tier 1 Capital Ratio		10.32	%		10.46	%		10.38	%		10.81	%		10.86	%
Total Capital Ratio		11.36	%		11.53	%		11.43	%		11.94	%		11.96	%

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