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): July 30, 2012

ECB BANCORP, INC.

(Exact name of registrant as specified in its charter)

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

Post Office Box 337

Engelhard, North Carolina 27824

(Address of principal executive offices) (Zip Code)

(252) 925-5501

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 July 30, 2012, ECB Bancorp, Inc. (the “Company”) announced its results of operations for the three and six months ended June 30, 2012. A copy of the Company’s press release dated July 30, 2012 is being furnished as Exhibit 99.1 to this Report.

The information contained in this Report and 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.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release Dated July 30, 2012

SIGNATURE

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

ECB BANCORP, INC.

Date: July 31, 2012	By:	/s/ A. Dwight Utz
		A. Dwight Utz
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

July 30, 2012

CONTACT:	ECB Bancorp, Inc.
	Thomas M. Crowder, EVP/Chief Financial Officer (252) 925-5520 (252) 925-8491 facsimile

FOR IMMEDIATE RELEASE

ECB Bancorp, Inc. Reports 2012 Second Quarter Results

ENGELHARD, N.C.-ECB Bancorp, Inc. (NYSE-Amex:ECBE) (“ECB” or the “Company”) today reported its financial results for the three and six months ended June 30, 2012.

2012 Second Quarter Financial Highlights

For the three months ended June 30, 2012, net income totaled $588,000 compared to net income of $1,145,000 for the three months ended June 30, 2011. After adjustments for $266,000 in TARP preferred stock dividends and the accretion of warrant discount, net income available to common shareholders for the three months ended June 30, 2012 was $322,000 or $0.11 per diluted share compared to net income of $880,000 or $0.31 per diluted share for the three months ended June 30, 2011. For the six months ended June 30, 2012 net income totaled $965,000 compared to $61,000 for the six months ended June 30, 2011. Income available to common shareholders was $434,000 or $0.15 per diluted share compared to a net loss of ($469,000) or ($0.16) per share for the six months ended June 30, 2011.

Other Financial Highlights include:

• Consolidated assets increased 2.5% or $22,989,000 to $944,266,000 at June 30, 2012 from $921,277,000 at December 31, 2011.

• Loans increased 1.9% or $9,715,000 to $506,257,000 at June 30, 2012 from $496,542,000 at December 31, 2011.

• Deposits decreased (0.2%) to $795,488,000 at June 30, 2012 from $797,645,000 at December 31, 2011.

• Net interest income increased 2.0% to $6,658,000 for the three months ended June 30, 2012 from $6,528,000 for the previous three-month period ending March 31, 2012.

The provision for loan loss totaled $866,000 for the three months ended June 30, 2012 down (31.9%) from $1,273,000 for the same period in 2011. Year to date loan loss provision as of June 30, 2012 totaled $866,000 down (83.3%) from $5,203,000 for the six months ended June 30, 2011. The decrease for the three and six month periods reflects the decrease in total loans outstanding, reduced charge-off levels for the six month period, and adjustments for loan loss migrations within the portfolio as previously announced.

- More -

A. Dwight Utz, President and Chief Executive Officer, stated, “Based on various indicators during the second quarter, we expect 2012 to be a transitional year that moves ECB towards more consistent earnings performance. Although we continue to see pressure from a low and flat interest rate environment, our loan portfolio has begun to show some growth. We are encouraged that a number of our small business clients are predicting growth in their earnings streams, particularly in our coastal markets where tourism drives growth.”

Thomas M. Crowder, Executive Vice President and Chief Financial Officer stated: “We have maintained our net interest margin while growing our balance sheet by $28 million during the quarter ended June 30, 2012. We continue to focus on enhancing the earnings in our investment portfolio, although the current interest rate environment makes this a difficult task. If we continue to experience a lower cost of funds and loan growth, we expect to maintain or even expand our net interest margin from its current 3.23% level during the second half of this year.”

Mr. Utz concluded, “As 2012 progresses, we believe we will be able to show improved earnings and modest growth from both a loan and asset perspective. ECB and our leadership team remain committed to becoming the pre-eminent community bank in eastern North Carolina.”

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 25 offices covering eastern North Carolina from Currituck to Ocean Isle Beach and Greenville to Hatteras. 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. The Company’s common stock is listed on The NYSE-Amex Market under the symbol “ECBE”. More information can be obtained by visiting ECB’s web site at www.myecb.com.

- More -

“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 2011 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”, “feels”, “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 and Board of Directors about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to: pressures on the Company’s earnings, capital and liquidity 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 or changes in laws, regulations or accounting standards that adversely affect our business; 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; 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; continued or unexpected increases in credit losses in the Company’s loan portfolio; continued adverse 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 their loans, and the values of loan collateral); and other developments or changes in our business that we do not expect. 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 obligation, and does not intend, to update these forward-looking statements.

###

See 3 pages of financial information attached

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Balance Sheets

June 30, 2012, December 31, 2011 and June 30, 2011 (unaudited)

(Dollars in thousands, except per share data)

	June 30, 2012			December 31, 2011*			June 30, 2011
Assets
Non-interest bearing deposits and cash	$	16,890		$	18,363		$	13,633
Interest bearing deposits		61			63			61
Overnight investments		7,670			6,305			34,475
Total cash and cash equivalents		24,621			24,731			48,169
Investment securities
Available-for-sale, at market value (cost of $346,271, $338,685 $297,407 at June 30, 2012, December 31, 2011 and June 30, 2011 respectively)		350,779			339,450			298,116
Loans held for sale		3,059			2,866			1,444
Loans		506,257			496,542			542,687
Allowance for loan losses		(10,780	)		(12,092	)		(15,448	)
Loans, net		495,477			484,450			527,239
Real estate and repossessions acquired in settlement of loans, net		7,661			6,573			7,050
Federal Home Loan Bank common stock, at cost		3,899			3,456			4,032
Bank premises and equipment, net		26,111			26,289			26,740
Accrued interest receivable		5,030			5,308			4,507
Bank owned life insurance		11,981			11,778			9,102
Other assets		15,648			16,376			15,064
Total	$	944,266		$	921,277		$	941,463
Liabilities and Shareholders’ equity
Deposits
Demand, noninterest bearing	$	146,326		$	135,732		$	123,672
Demand, interest bearing		305,298			270,119			262,259
Savings		58,562			55,517			41,520
Time		285,302			336,277			385,323
Total deposits		795,488			797,645			812,774
Accrued interest payable		469			519			648
Short-term borrowings		42,101			11,679			13,711
Long-term obligations		18,000			25,500			27,500
Other liabilities		4,948			5,491			4,510
Total liabilities		861,006			840,834			859,143
Shareholders’ equity
Preferred stock, Series A		17,536			17,454			17,370
Common stock, par value $3.50 per share		9,974			9,974			9,974
Capital surplus		25,857			25,873			25,863
Warrants		878			878			878
Retained earnings		26,360			25,926			27,886
Accumulated other comprehensive income		2,655			338			349
Total shareholders’ equity		83,260			80,443			82,320
Total	$	944,266		$	921,277		$	941,463
Common shares outstanding		2,849,841			2,849,841			2,849,841
Common shares authorized		50,000,000			50,000,000			10,000,000
Preferred shares outstanding		17,949			17,949			17,949
Preferred shares authorized		2,000,000			2,000,000			2,000,000
Non-voting common shares authorized		2,000,000			2,000,000			—

* Derived from audited consolidated financial statements.

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Results of Operations

For the three and six months ended June 30, 2012 and 2011 (unaudited)

(Dollars in thousands, except per share data)

	Three months ended June 30,					Six months ended June 30,
	2012		2011			2012		2011
Interest income:
Interest and fees on loans	$	6,404	$	7,329		$	12,773	$	14,686
Interest on investment securities:
Interest exempt from federal income taxes		249		117			484		245
Taxable interest income		1,774		2,163			3,656		4,100
Dividend income		14		9			25		18
Other interest income		4		14			6		21
Total interest income		8,445		9,632			16,944		19,070
Interest expense:
Deposits:
Demand accounts		390		505			796		1,062
Savings		60		74			155		127
Time		1,166		1,790			2,436		3,601
Short-term borrowings		95		73			176		142
Long-term obligations		76		145			195		325
Total interest expense		1,787		2,587			3,758		5,257
Net interest income		6,658		7,045			13,186		13,813
Provision for loan losses		866		1,273			866		5,203
Net interest income after provision for loan losses		5,792		5,772			12,320		8,610
Noninterest income:
Service charges on deposit accounts		945		828			1,802		1,593
Other service charges and fees		518		330			847		574
Mortgage origination fees		376		452			782		778
Net gain on sale of securities		279		858			324		884
Income from bank owned life insurance		102		74			203		148
Other operating (expense) income		1		(3	)		2		(7	)
Total noninterest income		2,221		2,539			3,960		3,970
Noninterest expenses:
Salaries		2,865		2,826			5,784		5,390
Retirement and other employee benefits		815		784			1,918		1,460
Occupancy		518		522			1,048		1,005
Equipment		603		513			1,193		1,072
Professional fees		343		271			562		542
Supplies		41		78			115		129
Communications/Data lines		184		189			382		358
FDIC insurance		203		201			407		527
Other outside services		92		162			192		343
Data processing and related expenses		346		83			742		153
Net cost of real estate and repossessions acquired in settlement of loans		463		79			1,147		97
Other operating expenses		784		949			1,685		1,825
Total noninterest expenses		7,257		6,657			15,175		12,901
Income (loss) before income taxes		756		1,654			1,105		(321	)
Income tax expense (benefit)		168		509			140		(382	)
Net income		588		1,145			965		61
Preferred stock dividends		225		224			449		448
Accretion of discount		41		41			82		82
Income (loss) available to common shareholders	$	322	$	880		$	434	($	469	)
Net income (loss) per share - basic	$	0.11	$	0.31		$	0.15	($	0.16	)
Net income (loss) per share - diluted	$	0.11	$	0.31		$	0.15	($	0.16	)
Weighted average shares outstanding - basic		2,849,841		2,849,841			2,849,841		2,849,841
Weighted average shares outstanding - diluted		2,849,841		2,849,841			2,849,841		2,849,841

ECB Bancorp, Inc.

Supplemental Quarterly Financial Data (Unaudited)

(Dollars in thousands, except per share data)

	6/30/2012			3/31/2012			12/31/2011			9/30/2011			6/30/2011
Income Statement Data:
Interest income	$	8,445		$	8,499		$	8,818		$	9,189		$	9,632
Interest expense		1,787			1,971			2,283			2,566			2,587
Net interest income		6,658			6,528			6,535			6,623			7,045
Provision for loan losses		866			—			2,252			1,028			1,273
Net after provision expense		5,792			6,528			4,283			5,595			5,772
Noninterest income		2,221			1,739			2,262			2,568			2,539
Noninterest expense		7,257			7,918			9,416			7,539			6,657
Income (loss) before income taxes		756			349			(2,871	)		624			1,654
Income tax expense (benefit)		168			(28	)		(1,259	)		97			509
Net income (loss)		588			377			(1,612	)		527			1,145
Preferred stock dividend & accretion of discount		266			265			266			267			265
Net income (loss) available to common shareholders	$	322		$	112		$	(1,878	)	$	260		$	880
Per Share Data and Shares Outstanding:
Net income - basic	$	0.11		$	0.04		$	(0.66	)	$	0.09		$	0.31
Net income - diluted		0.11			0.04			(0.66	)		0.09			0.31
Cash dividends		—			—			0.05			—			0.07
Book value at period end		23.06			22.34			22.10			23.10			22.79
Dividend payout ratio		0.00	%		0.00	%		-7.58	%		0.00	%		22.58	%
Weighted-average number of common shares outstanding:
Basic		2,849,841			2,849,841			2,849,841			2,849,841			2,849,841
Diluted		2,849,841			2,849,841			2,849,841			2,849,841			2,849,841
Shares outstanding at period end		2,849,841			2,849,841			2,849,841			2,849,841			2,849,841
Balance Sheet Data:
Total assets	$	944,266		$	916,274		$	921,277		$	923,695		$	941,463
Loans - gross		506,257			491,383			496,542			521,626			542,687
Allowance for loan losses		10,780			11,385			12,092			12,214			15,448
Investment securities		350,779			348,810			339,450			327,066			298,116
Interest earning assets		871,725			847,893			848,682			858,914			880,814
Premises and equipment, net		26,111			26,286			26,289			26,137			26,740
Total deposits		795,488			772,597			797,645			796,609			812,774
Short-term borrowings		42,101			39,218			11,679			13,528			13,711
Long-term obligations		18,000			18,000			25,500			25,500			27,500
Shareholders’ equity		83,260			81,168			80,443			83,248			82,320
Selected Performance Ratios (annualized):
Return on average assets		0.26	%		0.16	%		-0.70	%		0.22	%		0.49	%
Return on average shareholders’ equity		2.87	%		1.86	%		-7.85	%		2.56	%		5.71	%
Net interest margin		3.23	%		3.22	%		3.10	%		3.06	%		3.35	%
Efficiency ratio		79.8	%		93.4	%		105.3	%		81.0	%		68.6	%
Asset Quality Ratios:
Non-accruing loans to period-end loans		3.60	%		3.82	%		3.08	%		3.98	%		3.37	%
Performing TDR’s loans to period-end loans		2.06	%		2.34	%		2.07	%		1.51	%		1.27	%
Nonperforming loans to period-end loans		5.66	%		6.17	%		5.15	%		5.49	%		4.65	%
Allowance for loan losses to period-end loans		2.13	%		2.32	%		2.44	%		2.34	%		2.85	%
Allowance for loan losses to nonperforming loans		37.6	%		37.6	%		47.3	%		42.7	%		61.3	%
Net charge-offs to average loans (annualized)		1.18	%		0.57	%		1.85	%		3.18	%		0.77	%
Capital Ratios:
Tangible equity to total assets		6.96	%		6.95	%		6.84	%		7.13	%		6.90	%
Equity-to-assets ratio		8.82	%		8.86	%		8.73	%		9.01	%		8.74	%
Leverage Capital Ratio		8.25	%		8.23	%		8.25	%		8.34	%		8.39	%
Tier 1 Capital Ratio		12.09	%		12.39	%		12.59	%		12.59	%		12.20	%
Total Capital Ratio		13.35	%		13.65	%		13.85	%		13.85	%		13.46	%