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): August 3, 2011

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 7.01. Regulation FD Disclosure.

On August 3, 2011, our management will make a presentation at Keefe, Bruyette & Woods’ 2011 Community Bank Investor Conference in New York, New York. A copy of the materials containing information regarding our financial condition, results of operations and other business matters which will be presented at the conference is being furnished as Exhibit 99.01 to this Report and is incorporated herein by reference.

The information contained in this Report, including its exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

The following exhibit is being furnished with this report.

Exhibit No.	Exhibit Description
99.01	ECB Bancorp, Inc. presentation materials for Keefe, Bruyette & Woods’ 2011 Community Bank Investor Conference

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.myecb.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 necessary approvals required for the private placement and assumption of deposits may not be obtained or may not be obtained on the terms expected or on the schedule that we anticipate, and other closing conditions for such transactions may not be satisfied; (b) pressures on our earnings, capital and liquidity resulting from current and future conditions in the credit and equity markets; (c) the financial success or changing strategies of our customers; (d) actions of government regulators or changes in laws, regulations or accounting standards that adversely affect our business; (e) changes in the interest rate environment and the level of market interest rates that reduce our net interest margins and/or the values of loans we make and securities we hold; (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; (g) continued or unexpected increases in credit losses in our loan portfolio; (h) continued adverse conditions in general economic conditions and real estate values in our banking market (particularly as those conditions affect our loan portfolio, the abilities of our borrowers to repay

2

their loans, and the values of loan collateral); and (i) 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. We have no obligation, and do not intend, to update these forward-looking statements

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ECB BANCORP, INC.
		(Registrant)
Date: August 3, 2011	By:	/S/  Thomas M. Crowder
			Thomas M. Crowder
			Chief Financial Officer

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EX-99.01

KBW 2011 COMMUNITY BANK

CONFERENCE

AUGUST 3, 2011

Exhibit 99.01

Forward-Looking Statements

ECB Bancorp, Inc.

Statements in this presentation 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 pressures on the earnings, capital and liquidity of financial

institutions in general, resulting from current and future conditions in the credit and equity markets, 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.

ECB Bancorp Profile

ECB Bancorp, Inc.

•

Based in Engelhard, NC; East Carolina Bank founded in 1919

•

15

th

largest bank headquartered in North Carolina

o

$941 mm in assets as of 6/30/11

o

Target small to mid-sized businesses & individuals

•

Legacy of consistent growth and asset quality

o

Over 11% annual CGR of assets (organic) from 2001 to mid-2011

o

One of the lowest NPAs-to-total assets ratios of publicly traded banks in NC

o

25 offices in both coastal and inland markets with good demographics

o

Recently

announced

transaction

with

HamptonRoads

Bankshares

will

add five

branches and penetrate

several key new markets

•

Enhanced capital base and other key corporate strengths uniquely

position us to prosper and grow in the

current environment

o

Recently announced $75 million capital raise

o

Projected to boost equity-to-assets ratio from 6.9% to 11.5% on a pro forma basis and total capital ratio from

13.45% to 15.7%.

o

Solid asset quality and additional capital allows us to build from a position of strength

•

Attractive footprint in Eastern NC

Key Corporate Strengths

ECB Bancorp, Inc.

•

Financial strength

•

Attractive/expanding market area

•

Proven leadership team

•

Aggressive growth plan

Financial Strength -

Capitalization

ECB Bancorp, Inc.

7/28/2011

Post Closing

•

Stock Symbol

–

ECBE (NASDAQ):

$13.30 per share

•

52 Week Range

$14.55 -

$10.41

•

Shares Outstanding

o

Common

2,849,841

7,537,341

o

TARP

$17,949

$0

•

Common Market Capitalization

$37.3 million

$98.9 million

•

Average Daily Volume 1 month

6,724 shares

•

Price to Tangible Book(6/30/11)

57.6%

81.1%

•

Capital Ratios

o

Leverage

8.38%

11.51%

o

Tier 1

12.17%

14.32%

o

Total Capital

13.45%

15.57%

Financial Strength -

Stable Core Funding

ECB Bancorp, Inc.

•

Approximately 15% of deposits are non-interest bearing deposits

•

Approximately 34% of our deposits are demand deposits

•

Most recent quarter average cost of demand deposits:  0.64%

•

Most recent quarter average cost of funds:  1.17%

December 31, 2007

June 30, 2011

Total Deposits: $526 million

Jumbo CDs

16.0%

Retail CDs

31.4%

Savings

5.1%

Demand -

noninterest

bearing

15.2%

Demand - interest

bearing

32.3%

Jumbo CDs

30.8%

Retail CDs

27.9%

Savings

3.5%

Demand -

noninterest

bearing

18.2%

Demand - interest

bearing

19.6%

Total Deposits: $813 million

Financial Strength -

Diversified Loan Portfolio

ECB Bancorp, Inc.

•

Approximately 82.7% of our portfolio is secured by real estate

•

Our top ten loan relationships account for only 10.3% of the total portfolio

in dollars

•

Most recent quarter average portfolio yield: 5.22%

•

Variable rate loans account for approximately 60% of our loan portfolio

•

Average loan size: $86,250

December 31, 2007

June 30, 2011

Gross Loans: $454 million

Gross Loans: $543 million

Commercial &

other

21.7%

Credit cards &

Related plans

0.4%

Consumer

3.2%

RE –

Commercial,

residential & other

53.3%

RE –

Construction,

land development

& other

21.3%

RE –

Commercial,

residential & other

66.8%

Consumer

3.2%

Credit cards &

Related plans

0.4%

Commercial & other

15.3%

RE –

Construction,

land development &

other

15.5%

Financial Strength

ECB Bancorp, Inc.

Overall Increase in Problem Assets Has Been Much Lower Than

Most Other Banks

Attractive/Expanding Market Area

ECB Bancorp, Inc.

•

25 locations in coastal and in-land

North Carolina markets

•

Pending purchase of five new Bank

of Hampton Roads branches allows

development into new areas

•

Intermediate target market (over

next 3 to 5 years) is a 200 mile arc

from Engelhard

•

Area would cover Richmond and

portions of VA, and westward in NC

to include Raleigh and Triangle

cities

•

Likely near-term de novo markets

include Raleigh, Durham, Chapel

Hill, Fayetteville, Jacksonville, New

Bern, and Elizabeth City

Dynamic Growth Plan

…Historical Growth Has Been Good

ECB Bancorp, Inc.

ECB’s Growth Strategy

ECB Bancorp, Inc.

Questions and Answers

ECB Bancorp, Inc.

New Leadership Team

ECB Bancorp, Inc.

•

A. Dwight Utz:

President & CEO

Key

Competencies:

Strategic

Leadership,

Retail

Banking

Expertise,

Sales

&

Service

Strategies,

Human

Resources

Management, Small Business Banking. Years in banking/financial services: 39

•

Thomas M. Crowder:

EVP & CFO

Key

Competencies:

Large

Regional

Bank

Experience,

Regulatory

and

Risk

Management,

Capital

Markets,

Mergers

& Acquisitions/Valuation, Entrepreneurial/Business Ownership Experience. Years in banking/financial services: 33

•

James J. Burson:

EVP & Chief Revenue Officer

Key Competencies: P&L responsibility experience in Large Regional Bank, Building Relationships Through Sales

and Service, Strategic Planning, Building Sustainable Revenue Growth. Years in banking/financial services: 28

•

T. Olin Davis:

EVP & Chief Credit Officer

Key Competencies: Disciplined, Conservative Philosophy, Strong Leadership, Visionary, Key Reason For Strong

Asset Quality.  Only legacy member of Executive Management Team. Years in banking/financial services: 34

•

Lorie Y. Runion:

Sr. VP & Chief Administrative Officer

Key competencies:  Strategic Planning, Marketing, Human Resources, Talent Development. Years in

banking/financial services: 33

•

William S. Sampson:

Sr. VP & Chief Information Officer

Key competencies:  Exceptional Technical Knowledge, M&A Integration, Mobile Banking and Other Technology

Based

Platforms

For

Delivering

Banking

Services,

Was

Key

Part

of

Recent

Core

Processing

Conversion.

Years

in

banking/financial services: 8

Second Quarter Earnings Release

ECB Bancorp, Inc.

Second Quarter Earnings Release

ECB Bancorp, Inc.

Second Quarter Earnings Release

ECB Bancorp, Inc.

Second Quarter Earnings Release

ECB Bancorp, Inc.

Second Quarter Earnings Release

ECB Bancorp, Inc.

Second Quarter Earnings Release

ECB Bancorp, Inc.

Second Quarter Earnings Release

ECB Bancorp, Inc.