8-K

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 22, 2008

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 February 22, 2008, we distributed a press release announcing our results of operations for the three and twelve months ended December 31, 2007. 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 February 22, 2008

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, (a) the financial success or changing strategies of our customers; (b) actions of government regulators, or changes in laws, regulations or accounting standards, that adversely affect our business; (c) changes in the interest rate environment and the level of market interest rates that reduce our net interest margins and/or the volumes and values of loans we make and securities we hold; (d) changes in competitive pressures among depository and other financial institutions or in our ability to compete effectively against other financial institutions in our banking market; (e) changes in general economic and business conditions and changes in real estate values in our banking market (particularly changes that affect our loan portfolio, the abilities of our borrowers to repay their loans, and the values of loan collateral); (f) 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 (g) other developments or changes in our business that we do not expect. 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.

2

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, 2008	By:	/S/ Gary M. Adams
		Gary M. Adams
		Chief Financial Officer

3

EX-99.1

Exhibit 99.1

February 22, 2008

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 2007 Financial 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, 2007.

2007 Fourth Quarter Financial Highlights

For the three months ended December 31, 2007, net income was $1,268,000 or $0.43 per diluted share which compares to net income for the three months ended December 31, 2006 of $1,374,000 or $0.47 per diluted share.

For the twelve months ended December 31, 2007, net income was $4,812,000 or $1.65 per diluted share which compares to net income for the twelve months ended December 31, 2006 of $5,582,000 or $2.05 per diluted share.

Other Financial Highlights include:

• Consolidated assets increased 3.2% to $643,889,000 at December 31, 2007 from $624,070,000 at December 31, 2006.

• Loans increased 8.7% to $454,198,000 at December 31, 2007 from $417,943,000 at December 31, 2006.

• Deposits increased 2.8% to $526,361,000 at December 31, 2007 from $512,249,000 at December 31, 2006.

• Net interest income decreased 0.7% to $20,548,000 for the twelve months ended December 31, 2007 from $20,697,000 a year ago. For the 2007 fourth quarter, net interest income increased 2.8% to $5,309,000 compared to $5,163,000 for the fourth quarter of 2006.

- MORE -

• Non-interest income for the twelve months ended December 31, 2007 was $6,186,000 compared to $6,183,000 a year ago. For the 2007 fourth quarter, non-interest income decreased 14.6% to $1,338,000 compared to $1,566,000 in the fourth quarter of 2006. The decrease is principally the result of net loss on the sale of securities of $164 thousand recorded during the fourth quarter of 2007 as the Bank repositioned a portion of its investment portfolio.

• Declared quarterly dividend of $0.175 per share, or $0.70 per share on an annualized basis, representing a 2.9% increase over our 2006 annualized dividend.

The Company successfully sold an additional 862,500 shares of common equity in late March 2006 for $26.5 million to support ECB’s various strategic initiatives for expansion and growth over the next several years. The full impact of the sale of those shares on the Company’s earnings per share (basic and diluted) and ROAE results are realized in the 2007 fourth quarter and twelve months financial results. In June 2007, because of the equity capital raised in late March 2006, we determined we no longer needed the $10 million of trust preferred securities the Company issued in 2002 (at a rate of 345 basis points over the 90 day LIBOR) and therefore repaid them.

Arthur H. Keeney III, President and CEO stated: “We are pleased with the fact that ECB came through the year in a strong financial condition. While net charge-offs ticked up a bit (to 0.126% of average loans), our asset quality by any statistical measurement continues to remain above average relative to our peer group. For example, non-performing loans represent only 0.10% of total loans at December 31, 2007. Capital levels also remain above average. We particularly focused the organization on the quality of earnings in 2007 and will continue to do so in 2008.

“Throughout the year, market rates for short term retail deposits remained high due to certain liquidity concerns in the credit markets, especially among larger banks. Although, these larger banks are principally dependent on wholesale funding, during the year they moved aggressively into the retail deposit market, keeping retail rates from declining in line with loan rates. While this hit community banks particularly hard, there appears to be some recent relief as the Fed has continued to address market liquidity concerns through its lowering of rates. ECB’s net interest income grew by 2.8% in the fourth quarter of 2007 relative to a decrease of 0.7% for the twelve months ended on December 31, 2007. Deposit rates appear to be easing more in line with Fed rate cuts.

“Our plans in 2008 call for one additional branch compared to the three we opened in 2007. Already under construction, we anticipate opening our newest branch in Leland, North Carolina (Brunswick County) sometime in the third quarter. Meanwhile, our three newest branches in Greenville (Pitt County), Winterville, (Pitt County) and Ocean Isle Beach (Brunswick County) which opened in 2007 have gotten off to a reasonably good start. As previously reported, loan volume is coming along, albeit more slowly than we had forecast. We will not “stretch” for loan volume as we know that is when mistakes are made. We also believe that ECB’s increased level of expenses associated with these new branches will begin to be offset in the near future as revenue grows and as deposit costs moderate.

“In addition to a modest late year economic restructuring in our bond portfolio for yield and duration enhancement purposes, we continue into 2008 with the stock repurchase plan (up to 5% or 146,000 shares of the Company’s outstanding common stock) authorized by our Board of Directors last fall. We continue to feel the stock repurchase authorization is one tool among several that will allow us to manage our capital in the best interest of our stockholders.

- MORE -

“We remain cautiously optimistic for 2008 although we know operating in this cautionary economy will continue to be challenging. We are well capitalized and we operate in many dynamic markets in coastal North Carolina. It is our opinion that we remain well positioned (both statistically and geographically) for future successes.”

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 23 offices covering eastern NC from Currituck to Ocean Isle Beach and Greenville to Hatteras. ECB also provides mortgages, insurance services through the Bank’s licensed agents, and investment and brokerage services offered through a third-party broker-dealer. The Company’s common stock is listed on The Nasdaq Global 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, changes in general economic conditions and the real estate values in our banking market (particularly changes that affect our loan portfolio, the abilities of our borrowers to repay their loans, and the values of loan collateral). 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 Statements Attached

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Balance Sheets

December 31, 2007 and 2006

(Dollars in thousands, except per share data)

	December 31, 2007			December 31, 2006*
	(unaudited)
Assets
Non-interest bearing deposits and cash	$	16,303		$	15,591
Interest bearing deposits		925			891
Overnight investments		4,775			23,575
Total cash and cash equivalents		22,003			40,057
Investment securities
Available-for-sale, at market value (cost of $126,616 and $128,005 at December 31, 2007 and 2006, respectively)		125,888			125,860
Loans		454,198			417,943
Allowance for loan losses		(4,083	)		(4,725	)
Loans, net		450,115			413,218
Real estate and repossessions acquired in settlement of loans, net		66			240
Federal Home Loan Bank common stock, at cost		2,382			1,229
Bank premises and equipment, net		24,450			23,042
Accrued interest receivable		4,456			4,619
Bank owned life insurance		8,030			7,741
Other assets		6,499			8,064
Total		643,889			624,070
Liabilities and Shareholders’ Equity
Deposits
Demand, noninterest bearing	$	95,596		$	96,890
Demand, interest bearing		103,347			94,569
Savings		18,492			19,809
Time		308,926			300,981
Total deposits		526,361			512,249
Accrued interest payable		2,525			2,363
Short-term borrowings		43,174			31,105
Long-term obligations		—			10,310
Other liabilities		4,988			5,250
Total liabilities		577,048			561,277
Shareholders’ equity
Common stock, par value $3.50 per share, authorized 10,000,000 shares; issued and outstanding 2,920,769 at December 31, 2007 and 2,902,242 at December 31, 2006		10,184			10,119
Capital surplus		27,026			26,680
Retained earnings		30,099			27,333
Accumulated other comprehensive loss		(468	)		(1,339	)
Total shareholders’ equity		66,841			62,793
Total	$	643,889		$	624,070

* Derived from audited consolidated financial statements.

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Income Statements

For three and twelve months ended December 31, 2007 and 2006

(Dollars in thousands, except per share data)

(unaudited)

	Three months ended December 31,						Twelve months ended December 31,
	2007			2006			2007			2006 *
Interest income:
Interest and fees on loans	$	8,585		$	8,354		$	33,688		$	31,277
Interest on investment securities:
Interest exempt from federal income taxes		318			293			1,225			1,088
Taxable interest income		1,084			1,093			4,384			3,598
Dividend income		49			26			137			126
Other Interest		50			227			549			497
Total interest income	$	10,086		$	9,993		$	39,983		$	36,586
Interest expense:
Deposits:
Demand accounts		416			353			1,779			1,254
Savings		23			26			94			109
Time		3,882			3,610			15,256			12,007
Short-term borrowings		456			388			2,306			765
Long-term obligations		—			453			—			1,754
Total interest expense		4,777			4,830			19,435			15,889
Net interest income		5,309			5,163			20,548			20,697
Provision for loan losses		—			(99	)		(99	)		351
Net interest income after provision for loan losses		5,309			5,262			20,647			20,346
Noninterest income:
Service charges on deposit accounts		758			758			3,028			3,027
Other service charges and fees		334			256			1,508			1,364
Mortgage origination brokerage fees		287			309			1,091			1,013
Net loss on sale of securities		(164	)		—			(161	)		—
Income from bank owned life insurance		72			78			289			305
Income from investment in SBIC’s		72			140			72			375
Recapture of reserve for unfunded loans		—			—			240			—
Other operating income		(21	)		25			119			99
Total noninterest income		1,338			1,566			6,186			6,183
Noninterest expenses:
Salaries		2,164			1,990			8,431			7,509
Retirement and other employee benefits		401			740			2,503			2,753
Occupancy		443			403			1,788			1,621
Equipment		427			435			1,885			1,727
Professional fees		146			199			673			356
Supplies		118			105			432			341
Telephone		148			136			563			506
Other operating expenses		1,010			1,030			4,069			3,724
Total noninterest expenses		4,857			5,038			20,344			18,537
Income before income taxes		1,790			1,790			6,489			7,992
Income taxes		522			416			1,677			2,410
Net Income	$	1,268		$	1,374		$	4,812		$	5,582
Net income per share – basic	$	0.44		$	0.48		$	1.65		$	2.07
Net income per share – diluted	$	0.43		$	0.47		$	1.65		$	2.05
Weighted average shares outstanding - basic		2,913,043			2,886,459			2,908,371			2,700,663
Weighted average shares outstanding - diluted		2,919,625			2,910,743			2,914,352			2,724,717

* Derived from audited consolidated financial statements.

ECB Bancorp, Inc.

Supplemental Quarterly Financial Data (unaudited)

(Dollars in thousands, except per share data)

	12/31/2007			09/30/2007			06/30/2007			03/31/2007			12/31/2006
Income Statement Data:
Interest income	$	10,086		$	10,210		$	9,871		$	9,816		$	9,993
Interest expense		4,777			4,890			4,905			4,863			4,830
Net interest income		5,309			5,320			4,966			4,953			5,163
Provision for loan losses		—			—			(489	)		390			(99	)
Net after provision expense		5,309			5,320			5,455			4,563			5,262
Noninterest income		1,338			1,582			1,585			1,681			1,566
Noninterest expense		4,857			5,285			5,241			4,961			5,038
Income before income taxes		1,790			1,617			1,799			1,283			1,790
Income taxes		522			282			542			331			416
Net Income	$	1,268		$	1,335		$	1,257		$	952		$	1,374
Per Share Data and Shares Outstanding:
Net income - basic	$	0.44		$	0.46		$	0.43		$	0.33		$	0.48
Net income - diluted		0.43			0.46			0.43			0.33			0.47
Cash dividends		0.175			0.175			0.175			0.175			0.170
Book value at period end		22.88			22.36			21.71			21.84			21.64
Dividend payout ratio		39.77	%		38.04	%		40.70	%		53.03	%		35.42	%
Weighted-average number of common shares outstanding:
Basic		2,913,043			2,913,279			2,912,889			2,894,067			2,886,459
Diluted		2,919,625			2,919,190			2,922,143			2,911,899			2,910,743
Shares outstanding at period end		2,920,769			2,921,992			2,921,992			2,921,992			2,902,242
Balance Sheet Data:
Total assets	$	643,889		$	629,679		$	629,573		$	616,042		$	624,070
Loans - gross		454,198			440,340			436,610			418,308			417,943
Allowance for loan losses		4,083			4,351			4,475			5,103			4,725
Investment securities		125,888			124,581			125,413			129,424			125,860
Interest earning assets		588,168			568,097			570,164			559,697			569,498
Premises and equipment, net		24,450			24,693			24,594			24,249			23,042
Total deposits		526,361			527,368			518,285			502,980			512,249
Short-term borrowings		43,174			29,128			40,825			41,588			31,105
Long-term obligations		—			—			—			—			10,310
Shareholders’ equity		66,841			65,339			63,436			63,821			62,793
Selected Performance Ratios (annualized):
Return on average assets		0.80	%		0.85	%		0.82	%		0.62	%		0.89	%
Return on average shareholders’ equity		7.67	%		8.30	%		7.89	%		6.00	%		8.83	%
Net interest margin		3.78	%		3.83	%		3.69	%		3.71	%		3.77	%
Efficiency ratio		70.48	%		74.06	%		77.23	%		74.85	%		72.81	%
Asset Quality Ratios:
Nonperforming loans to period-end loans		0.10	%		0.06	%		0.30	%		0.04	%		0.04	%
Allowance for loan losses to period-end loans		0.90	%		0.99	%		1.02	%		1.22	%		1.13	%
Allowance for loan losses to nonperforming loans		877	%		1,738	%		341	%		3,074	%		2,568	%
Net charge-offs to average loans (annualized)		0.24	%		0.11	%		0.13	%		0.01	%		0.03	%
Capital Ratios:
Equity-to-assets ratio		10.38	%		10.38	%		10.08	%		10.36	%		10.06	%
Leverage Capital Ratio		10.66	%		10.61	%		10.68	%		10.52	%		12.05	%
Tier 1 Capital Ratio		12.94	%		12.87	%		12.80	%		13.03	%		15.08	%
Total Capital Ratio		13.72	%		13.71	%		13.67	%		14.05	%		16.04	%