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): April 18, 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 2.02. Results of Operations and Financial Condition.

On April 18, 2006, we announced our results of operations for the quarter ended March 31, 2006. A copy of our press release is being furnished as Exhibit 99.1 to this Report.

Item 9.01. Financial Statements and Exhibits.

Exhibits. The following Exhibit is being furnished with this Report.

Exhibit No.	Exhibit Description
99.1	Copy of our press release dated April 18, 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 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: April 18, 2006	By:	/s/ Gary M. Adams
		Gary M. Adams
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

April 18, 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 15.3% Increase in 2006 First Quarter Earnings

ENGELHARD, NC – April 18, 2006 – ECB Bancorp, Inc. (Nasdaq: ECBE) (“ECB” or the “Company”) announced today its results for the three months ended March 31, 2006.

• Net income for the 2006 first quarter was $1,098,000, or $0.50 per diluted share, generating an annualized ROAA of 0.79% and an annualized ROAE of 11.51%. Net income for the 2005 first quarter was $952,000 or $0.47 per diluted share, generating an annualized ROAA of 0.76% and an annualized ROAE of 11.77%. The first quarter 2006 results include the impact of the additional 862,500 shares of common stock sold in March 2006.

• Net interest income for the 2006 first quarter rose 11.3% to $4,867,000 from $4,374,000 a year ago.

• Consolidated assets increased 12.7% to $581,771,000 at March 31, 2006 from $516,335,000 at March 31, 2005.

• Loans increased 17.4% to $394,986,000 at March 31, 2006 from $336,429,000 at March 31, 2005.

• Deposits increased 14.6% to $482,487,000 at March 31, 2006 from $420,959,000 at March 31, 2005.

• Non-interest income for 2006 increased 8.9% to $1,315,000 from $1,207,000 a year ago.

• Increased dividend by 6.25% to $0.68 per share on an annualized basis.

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In addition, the Company also announced today that, at its 2006 Annual Meeting held on April 18, 2006, its shareholders reelected three existing directors – George T. Davis, Jr. of Swan Quarter, Gregory C. Gibbs of Engelhard and John F. Hughes, Jr. of Manteo – for new three-year terms.

Arthur H. Keeney, III, ECB’s President and Chief Executive Officer presided over the meeting, which included a video presentation updating the shareholders on significant events during 2005. The video highlighted the Company’s 2005 financial results, and discussed its continued service expansion into new markets, as well as its commitment to its existing markets by building new and bigger facilities in both Hertford and Southern Shores to support the growth of those communities. Mr. Keeney also introduced J. Bryant Kittrell, III, Chairman of the Audit Committee. Mr. Kittrell discussed a variety of governance issues and the new Sarbanes-Oxley regulatory environment.

Mr. Keeney also shared the Bank’s executive management’s recent experience of making investor presentations in New York and Boston as the Company successfully sold an additional 862,500 shares of common equity in March 2006 for $26.5 million. The proceeds will be used to support the Bank’s various strategic initiatives for expansion and growth over the next several years.

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 National 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”,

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“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.

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ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Balance Sheets

March 31, 2006, December 31, 2005 and March 31, 2005

(Dollars in thousands, except per share data)

	March 31, 2006			December 31, 2005*			March 31, 2005
	(unaudited)						(unaudited)
Assets
Non-interest bearing deposits and cash	$	20,224		$	17,927		$	35,850
Interest bearing deposits		985			912			2,010
Overnight investments		24,550			—			—
Total cash and cash equivalents		45,759			18,839			37,860
Investment securities
Available-for-sale, at market value (cost of $107,059, $107,084 and $110,874 at March 31, 2006, December 31, 2005 and March, 2005, respectively)		104,241			104,723			109,093
Loans		394,986			386,786			336,429
Allowance for loan losses		(4,852	)		(4,650	)		(4,380	)
Loans, net		390,134			382,136			332,049
Real estate and repossessions acquired in settlement of loans, net		—			—			159
Federal Home Loan Bank common stock, at cost		1,814			1,948			2,083
Bank premises and equipment, net		19,509			18,859			17,464
Accrued interest receivable		3,531			3,562			2,626
Bank owned life insurance		7,501			7,436			6,760
Other assets		9,282			10,183			8,241
Total	$	581,771		$	547,686		$	516,335
Liabilities and Shareholders’ Equity
Deposits
Demand, noninterest bearing	$	92,482		$	98,890		$	91,024
Demand, interest bearing		96,458			94,423			91,372
Savings		22,632			22,818			23,820
Time		270,915			249,077			214,743
Total deposits		482,487			465,208		$	420,959
Accrued interest payable		1,820			1,524			1,083
Short-term borrowings		16,238			23,598			27,983
Long-term obligations		18,310			18,310			31,310
Other liabilities		3,630			4,481			3,081
Total liabilities		522,485			513,121			484,416
Shareholders’ equity
Common stock, par value $3.50 per share; authorized 10,000,000 shares; issued and outstanding 2,902,542 at March 31, 2006, 2,040,042 at December 31, 2005 and 2,038,042 at March 31, 2005		10,096			7,140			7,134
Capital surplus		26,594			5,408			5,360
Retained earnings		24,329			23,724			20,802
Deferred compensation - restricted stock		—			(255	)		(282	)
Accumulated other comprehensive loss		(1,733	)		(1,452	)		(1,095	)
Total shareholders’ equity		59,286			34,565			31,915
Total	$	581,771		$	547,686		$	516,335

* Derived from audited consolidated financial statements.

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Income Statements

For the three months ended March 31, 2006 and 2005

(Dollars in thousands, except per share data)

	Three months ended March 31,
	2006		2005
	(unaudited)		(unaudited)
Interest income:
Interest and fees on loans	$	7,060	$	5,146
Interest on investment securities:
Interest exempt from federal income taxes		266		289
Taxable interest income		798		753
Dividend income		—		18
FHLB stock dividends		50		12
Other interest		123		23
Total interest income		8,297		6,241
Interest expense:
Deposits:
Demand accounts		243		112
Savings		28		29
Time		2,633		1,260
Short-term borrowings		112		102
Long-term obligations		414		364
Total interest expense		3,430		1,867
Net interest income		4,867		4,374
Provision for loan losses		200		100
Net interest income after provision for loan losses		4,667		4,274
Noninterest income:
Service charges on deposit accounts		793		795
Other service charges and fees		430		324
Income from bank owned life insurance		65		69
Other operating income		27		19
Total noninterest income		1,315		1,207
Noninterest expenses:
Salaries		1,771		1,594
Retirement and other employee benefits		662		617
Occupancy		395		331
Equipment		418		455
Professional fees		49		187
Supplies		83		83
Telephone		107		133
Postage		59		47
Other operating expenses		858		719
Total noninterest expenses		4,402		4,166
Income before income taxes		1,580		1,315
Income taxes		482		363
Net income	$	1,098	$	952
Net income per share - basic	$	0.51	$	0.47
Net income per share - diluted	$	0.50	$	0.47
Weighted average shares outstanding - basic		2,150,042		2,014,874
Weighted average shares outstanding - diluted		2,175,593		2,044,430

ECB Bancorp, Inc.

Supplemental Quarterly Financial Data (Unaudited)

(Dollars in thousands, except per share data)

	March 31, 2006			December 31, 2005			September 30, 2005			June 30, 2005			March 31, 2005
	Actual			Actual			Actual			Actual			Actual
Income Statement Data:
Interest income	$	8,297		$	7,989		$	7,532		$	6,841		$	6,241
Interest expense		3,430			3,003			2,565			2,216			1,867
Net interest income		4,867			4,986			4,967			4,625			4,374
Provision for loan losses		200			417			150			90			100
Net after provision expense		4,667			4,569			4,817			4,535			4,274
Noninterest income		1,315			1,862			1,538			1,618			1,207
Noninterest expense		4,402			4,575			4,355			4,369			4,166
Income before income taxes		1,580			1,856			2,000			1,784			1,315
Income taxes		482			587			633			519			363
Net Income	$	1,098		$	1,269		$	1,367		$	1,265		$	952
Per Share Data and Shares Outstanding:
Net income - basic	$	0.51		$	0.63		$	0.68		$	0.63		$	0.47
Net income - diluted		0.50			0.62			0.67			0.62			0.47
Cash dividends		0.17			0.16			0.16			0.16			0.16
Book value at period end		20.43			16.94			16.86			16.49			15.66
Dividend payout ratio		33.33	%		25.40	%		23.53	%		25.40	%		34.04	%
Weighted-average number of common shares outstanding:
Basic		2,150,042			2,014,874			2,014,874			2,014,872			2,014,874
Diluted		2,175,593			2,045,044			2,047,098			2,044,091			2,044,430
Shares outstanding at period end		2,902,542			2,040,042			2,040,042			2,040,042			2,038,242
Balance Sheet Data:
Total assets	$	581,771		$	547,686		$	542,782		$	541,136		$	516,335
Loans - gross		394,986			386,786			370,875			361,665			336,429
Allowance for loan losses		4,852			4,650			4,588			4,449			4,380
Investments		104,241			104,723			113,285			104,448			109,093
Interest earning assets		526,576			494,369			486,108			478,770			447,605
Premises and equipment, net		19,509			18,859			18,193			17,539			17,464
Total deposits		482,487			465,208			457,059			455,622			420,959
Short-term borrowings		16,238			23,598			27,513			15,399			27,983
Long-term obligations		18,310			18,310			18,310			31,310			31,310
Shareholders’ equity		59,286			34,565			34,395			33,637			31,919
Selected Performance Ratios (annualized):
Return on average assets		0.79	%		0.93	%		1.02	%		0.98	%		0.76	%
Return on average shareholders’ equity		11.51	%		14.72	%		16.18	%		15.50	%		11.77	%
Net interest margin		4.06	%		4.16	%		4.20	%		4.14	%		4.15	%
Efficiency ratio		69.30	%		65.17	%		65.13	%		67.52	%		72.18	%
Asset Quality Ratios:
Nonperforming loans to period-end loans		0.02	%		0.02	%		0.04	%		0.28	%		0.03	%
Allowance for loan losses to period-end loans		1.23	%		1.20	%		1.24	%		1.23	%		1.30	%
Allowance for loan losses to nonperforming loans		7,960	%		7,154	%		2,753	%		433	%		5,022	%
Net charge-offs to average loans (annualized)		0.00	%		0.23	%		0.01	%		0.02	%		0.02	%
Capital Ratios:
Equity-to-assets ratio		10.19	%		6.31	%		6.34	%		6.22	%		6.18	%
Leverage Capital Ratio		12.69	%		8.43	%		8.35	%		8.50	%		8.64	%
Tier 1 Capital Ratio		15.46	%		10.32	%		10.46	%		10.38	%		10.81	%
Total Capital Ratio		16.51	%		11.36	%		11.53	%		11.43	%		11.94	%