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): March 7, 2013

ECB BANCORP, INC.

(Exact name of registrant as specified in its charter)

North Carolina	000-24753	56-2090738
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	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 March 7, 2013, ECB Bancorp, Inc. (the “Company”) announced its results of operations for the three months and year ended December 31, 2012. A copy of the Company’s press release dated March 7, 2013 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 March 7, 2013

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: March 8, 2013	By:	/s/ A. Dwight Utz
		A. Dwight Utz
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

March 7, 2013

CONTACT: ECB Bancorp, Inc.

Thomas M. Crowder, Chief Financial Officer

(252) 925-5520

(252) 925-8491 facsimile

FOR IMMEDIATE RELEASE

ECB Bancorp, Inc. Reports 2012 Annual and Fourth Quarter Results

ENGELHARD, N.C.-ECB Bancorp, Inc. (NYSE-MKT:ECBE) (“ECB” or the “Company”) today announced its results for the twelve months and three months ended December 31, 2012.

2012 Annual and Fourth Quarter Financial Highlights

For the twelve months ended December 31, 2012, net income was $2,992,000 compared to a net loss for the twelve months ended December 31, 2011 of ($1,024,000). After adjusting for $1,063,000 in preferred stock dividends and accretion of warrant discount, the net income available to common shareholders for the twelve months ended December 31, 2012 was $1,929,000 or $0.68 per diluted share compared to a net loss attributable to common shareholders of ($2,087,000) or ($0.73) per diluted share for the year 2011.

For the three months ended December 31, 2012, the net income totaled $378,000, compared to a net loss of ($1,612,000) in the three months ended December 31, 2011. After adjusting for $266,000 in preferred stock dividends and the accretion of warrant discount, the net income available to common shareholders for the three months ended December 31, 2012 was $112,000 or $0.04 per diluted share, compared to the loss attributable to common shareholders of ($1,878,000) or ($0.66) per diluted share for the three months ended December 31, 2011.

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Other Annual Financial Highlights include:

• Loans increased 2.6% to $509,371,000 at December 31, 2012 compared to $496,542,000 at December 31, 2011.

• Annual Net interest income after provision for loan losses increased 27.2% to $23,514,000 for the twelve months ended December 31, 2012 versus $18,488,000 for the same period a year ago.

• Total interest expense for the twelve months ending December 31, 2012 declined (31.3%) to $6,942,000 from $10,106,000 for the same period in 2011.

• Non-interest income for the twelve months ended December 31, 2012 net of securities gains was $7,144,000, an increase of 15.8% compared to $6,169,000 of non-interest income net of securities gains for the same period in 2011.

• Provision for loan losses charged to operations for the twelve months ended December 31, 2012 totaled $3,401,000, a decrease of (59.9%) compared to the $8,483,000 provision charged to operations for the same period in 2011.

Dwight Utz, President and Chief Executive Officer, stated: “2012 has certainly been a transitional year as it relates to ECB’s return to profitability. I am very proud of bank’s overall performance and the contributions of our associates. However, the most significant milestone in the banks history also took place in September when the Board and I made the strategic decision to merge our company with Crescent Financial Bancshares (VantageSouth Bank). As we enter 2013 the process to gain regulatory approval and begin the integration of the two companies is well underway. The combined franchise value and the earnings capacity that the new organization will represent is taking shape and will drive continued shareholder value in 2013 and beyond.”

Thomas M. Crowder, Executive Vice President and Chief Financial Officer, stated: “We expect rates to continue to remain low in 2013 and expect to see our cost of funding continue to decline as we move through the first half of 2013. Net interest margins expanded slightly in 2012 and we are working hard to continue that trend in 2013.”

Mr. Utz concluded: “With the combination of East Carolina Bank with VantageSouth Bank, we are excited about the benefits this will accrue to shareholders in the way of a stronger capital base and a more diversified footprint that will assist in stronger consistent future earnings. For our banking clients this merger will bring a larger branch network, more flexibility to our borrowing bank clients and the financial ability to bring new innovative services to our market place.”

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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.

“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.

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ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Balance Sheets

December 31, 2012 and 2011

(Dollars in thousands, except per share data)

	December 31, 2012			December 31, 2011*
Assets
Non-interest bearing deposits and cash	$	15,940		$	18,363
Interest bearing deposits		61			63
Overnight investments		20,080			6,305
Total cash and cash equivalents		36,081			24,731
Investment securities
Available-for-sale, at market value (cost of $293,034 and $338,685 at December 31, 2012 and 2011, respectively)		294,771			339,450
Loans held for sale		3,917			2,866
Loans		509,371			496,542
Allowance for loan losses		(10,272	)		(12,092	)
Loans, net		499,099			484,450
Real estate and repossessions acquired in settlement of loans, net		6,413			6,573
Federal Home Loan Bank common stock, at cost		3,790			3,456
Bank premises and equipment, net		25,569			26,289
Accrued interest receivable		4,342			5,308
Bank owned life insurance		12,156			11,778
Other assets		13,485			16,376
Total	$	899,623		$	921,277
Liabilities and Shareholders’ equity
Deposits
Demand, noninterest bearing	$	142,293		$	135,732
Demand, interest bearing		303,104			270,119
Savings		56,026			55,517
Time		250,243			336,277
Total deposits		751,666			797,645
Accrued interest payable		408			519
Short-term borrowings		42,942			11,679
Long-term obligations		16,000			25,500
Other liabilities		5,142			5,491
Total liabilities		816,158			840,834
Shareholders’ equity
Preferred stock, Series A		17,620			17,454
Common stock, par value $3.50 per share		10,167			9,974
Capital surplus		26,024			25,873
Warrants		878			878
Retained earnings		27,855			25,926
Accumulated other comprehensive income (loss)		921			338
Total shareholders’ equity		83,465			80,443
Total	$	899,623		$	921,277
Common shares outstanding		2,904,841			2,849,841
Common shares authorized ($3.50 par value)		50,000,000			50,000,000
Preferred shares outstanding		17,949			17,949
Preferred shares authorized		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 twelve months ended December 31 2012 and 2011 (unaudited)

(Dollars in thousands, except per share data)

	Three months ended December 31,						Twelve months ended December 31,
	2012			2011			2012			2011
Interest income:
Interest and fees on loans	$	6,625		$	6,870		$	26,139		$	28,652
Interest on investment securities:
Interest exempt from federal income taxes		157			134			887			485
Taxable interest income		1,343			1,801			6,742			7,862
Dividend income		25			7			65			34
Other interest income		12			6			24			44
Total interest income		8,162			8,818			33,857			37,077
Interest expense:
Deposits:
Demand accounts		308			400			1,462			1,973
Savings		36			98			241			310
Time		986			1,573			4,512			6,925
Short-term borrowings		107			69			387			284
Long-term obligations		71			143			340			614
Total interest expense		1,508			2,283			6,942			10,106
Net interest income		6,654			6,535			26,915			26,971
Provision for loan losses		618			2,252			3,401			8,483
Net interest income after provision for loan losses		6,036			4,283			23,514			18,488
Noninterest income:
Service charges on deposit accounts		1,003			833			3,707			3,262
Other service charges and fees		256			241			1,644			1,225
Mortgage origination fees		383			267			1,611			1,300
Net gain on sale of securities		1,733			749			5,277			2,631
Income from bank owned life insurance		75			102			379			324
Other operating (expense) income		(243	)		70			(197	)		58
Total noninterest income		3,207			2,262			12,421			8,800
Noninterest expenses:
Salaries		3,180			2,742			11,886			10,869
Retirement and other employee benefits		1,048			716			3,748			2,814
Occupancy		510			508			2,096			2,041
Equipment		623			551			2,403			2,173
Professional fees		951			604			1,784			1,386
Supplies		41			60			184			238
Communications/Data lines		182			173			734			710
FDIC insurance		208			178			819			941
Other outside services		124			165			595			602
Net cost of real estate and repossessions acquired in settlement of loans		491			696			1,959			1,438
Data processing and related expenses		382			501			1,545			1,062
Securities purchase agreement termination fees		—			1,686			—			1,686
Other operating expenses		687			836			3,791			3,896
Total noninterest expenses		8,427			9,416			31,544			29,856
Income (loss) before income taxes		816			(2,871	)		4,391			(2,568	)
Income tax expense (benefit)		438			(1,259	)		1,399			(1,544	)
Net income (loss)		378			(1,612	)		2,992			(1,024	)
Preferred stock dividends		224			224			897			897
Accretion of discount		42			42			166			166
Income (loss) available to common shareholders	$	112		$	(1,878	)	$	1,929		$	(2,087	)
Net income (loss) per share—basic	$	0.04		$	(0.66	)	$	0.68		$	(0.73	)
Net income (loss) per share—diluted	$	0.04		$	(0.66	)	$	0.68		$	(0.73	)
Weighted average shares outstanding—basic		2,849,841			2,849,841			2,849,841			2,849,841
Weighted average shares outstanding—diluted		2,872,377			2,849,841			2,856,141			2,849,841

ECB Bancorp, Inc.

Supplemental Quarterly Financial Data (Unaudited)

(Dollars in thousands, except per share data)

	12/31/2012			9/30/2012			6/30/2012			3/31/2012			12/31/2011
Income Statement Data:
Interest income	$	8,162		$	8,751		$	8,445		$	8,499		$	8,818
Interest expense		1,508			1,676			1,787			1,971			2,283
Net interest income		6,654			7,075			6,658			6,528			6,535
Provision for loan losses		618			1,917			866			—			2,252
Net after provision expense		6,036			5,158			5,792			6,528			4,283
Noninterest income		3,207			5,254			2,221			1,739			2,262
Noninterest expense		8,427			7,942			7,257			7,918			9,416
Income (loss) before income taxes		816			2,470			756			349			(2,871	)
Income tax expense (benefit)		438			821			168			(28	)		(1,259	)
Net income (loss)		378			1,649			588			377			(1,612	)
Preferred stock dividend & accretion of discount		266			267			266			265			266
Net income (loss) available to common shareholder	$	112		$	1,382		$	322		$	112		$	(1,878	)
Per Share Data and Shares Outstanding:
Net income—basic	$	0.04		$	0.48		$	0.11		$	0.04		$	(0.66	)
Net income—diluted		0.04			0.48			0.11			0.04			(0.66	)
Cash dividends		—			—			—			—			0.05
Book value at period end		22.67			23.15			23.06			22.34			22.10
Dividend payout ratio		0.00	%		0.00	%		0.00	%		0.00	%		-7.58	%
Weighted-average number of common shares outstanding:
Basic		2,849,841			2,849,841			2,849,841			2,849,841			2,849,841
Diluted		2,872,377			2,851,408			2,849,841			2,849,841			2,849,841
Shares outstanding at period end		2,904,841			2,904,841			2,849,841			2,849,841			2,849,841
Balance Sheet Data:
Total assets	$	899,623		$	927,592		$	944,266		$	916,274		$	921,277
Loans—gross		509,371			516,934			506,257			491,383			496,542
Allowance for loan losses		10,272			11,385			10,780			11,385			12,092
Investment securities		294,771			284,963			350,779			348,810			339,450
Interest earning assets		831,990			859,682			871,725			847,893			848,682
Premises and equipment, net		25,569			25,773			26,111			26,286			26,289
Total deposits		751,666			779,413			795,488			772,597			797,645
Short-term borrowings		42,942			41,827			42,101			39,218			11,679
Long-term obligations		16,000			16,000			18,000			18,000			25,500
Shareholders’ equity		83,465			84,837			83,260			81,168			80,443
Selected Performance Ratios (annualized):
Return on average assets		0.17	%		0.70	%		0.26	%		0.16	%		-0.70	%
Return on average shareholders’ equity		1.78	%		7.82	%		2.87	%		1.86	%		-7.85	%
Net interest margin		3.20	%		3.32	%		3.23	%		3.22	%		3.10	%
Efficiency ratio		84.2	%		63.3	%		79.8	%		93.4	%		105.3	%
Asset Quality Ratios:
Non-accruing loans to period-end loans		3.18	%		3.49	%		3.60	%		3.82	%		3.08	%
Performing TDR’s loans to period-end loans		1.88	%		2.16	%		2.06	%		2.34	%		2.07	%
Nonperforming loans to period-end loans		5.06	%		5.64	%		5.66	%		6.17	%		5.15	%
Allowance for loan losses to period-end loans		2.02	%		2.20	%		2.13	%		2.32	%		2.44	%
Allowance for loan losses to nonperforming loans		39.9	%		39.0	%		37.6	%		37.6	%		47.3	%

Net charge-offs to average loans (annualized)	1.35	%	1.02	%	1.18	%	0.57	%	1.85	%
Capital Ratios:
Tangible equity to total assets	7.32	%	7.25	%	6.96	%	6.95	%	6.84	%
Equity-to-assets ratio	9.28	%	9.15	%	8.82	%	8.86	%	8.73	%
Leverage Capital Ratio	8.58	%	8.27	%	8.25	%	8.23	%	8.25	%
Tier 1 Capital Ratio	12.35	%	12.36	%	12.09	%	12.39	%	12.59	%
Total Capital Ratio	13.60	%	13.62	%	13.35	%	13.65	%	13.85	%