ECBE » Topics » PART II

These excerpts taken from the ECBE 10-K filed Mar 16, 2009.

PART I

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">When used in this Report, the terms “we,” “us,” “our” and similar terms refer to the registrant, ECB Bancorp, Inc. The
term “Bank” refers to our bank subsidiary, The East Carolina Bank.

 

FACE="Times New Roman" SIZE="2">Item 1.    Business.


 

STYLE="margin-top:0px;margin-bottom:0px">General

 

FACE="Times New Roman" SIZE="2">We are a North Carolina corporation organized during 1998 by the Bank and at the direction of its Board of Directors to serve as the Bank’s parent holding company. We operate as a bank holding company registered
with the Federal Reserve Board, and our primary business activity is owning the Bank and promoting its banking business. Through the Bank, we engage in a general, community-oriented commercial and consumer banking business.

STYLE="margin-top:0px;margin-bottom:0px"> 

The Bank is an insured, North Carolina-chartered bank that was founded in
1919. Its deposits are insured under the FDIC’s Deposit Insurance Fund to the maximum amount permitted by law, and it is subject to supervision and regulation by the FDIC and the North Carolina Commissioner of Banks.

STYLE="margin-top:0px;margin-bottom:0px"> 

Like other community banks, our net income depends primarily on our net
interest income, which is the difference between the interest income we earn on loans, investment assets and other interest-earning assets, and the interest we pay on deposits and other interest-bearing liabilities. To a lesser extent, our net
income also is affected by non-interest income we derive principally from fees and charges for our services, as well as the level of our non-interest expenses, such as expenses related to our banking facilities and salaries and employee benefits.

 

Our operations are significantly affected by prevailing
economic conditions, competition, and the monetary, fiscal and regulatory policies of governmental agencies. Lending activities are influenced by the general credit needs of small and medium-sized businesses and individuals in our banking markets,
competition among lenders, the level of interest rates, and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market interest rates (primarily the rates paid on competing investments), account maturities and
the levels of personal income and savings in our banking markets.

 

SIZE="2">Our and the Bank’s headquarters are located at 35050 U.S. Highway 264 East in Engelhard, North Carolina, and our telephone number at that address is (252) 925-9411.

SIZE="1"> 


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PART I

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">When used in this Report, the terms “we,” “us,” “our” and similar terms refer to the registrant, ECB Bancorp, Inc. The
term “Bank” refers to our bank subsidiary, The East Carolina Bank.

 

FACE="Times New Roman" SIZE="2">Item 1.    Business.


 

STYLE="margin-top:0px;margin-bottom:0px">General

 

FACE="Times New Roman" SIZE="2">We are a North Carolina corporation organized during 1998 by the Bank and at the direction of its Board of Directors to serve as the Bank’s parent holding company. We operate as a bank holding company registered
with the Federal Reserve Board, and our primary business activity is owning the Bank and promoting its banking business. Through the Bank, we engage in a general, community-oriented commercial and consumer banking business.

STYLE="margin-top:0px;margin-bottom:0px"> 

The Bank is an insured, North Carolina-chartered bank that was founded in
1919. Its deposits are insured under the FDIC’s Deposit Insurance Fund to the maximum amount permitted by law, and it is subject to supervision and regulation by the FDIC and the North Carolina Commissioner of Banks.

STYLE="margin-top:0px;margin-bottom:0px"> 

Like other community banks, our net income depends primarily on our net
interest income, which is the difference between the interest income we earn on loans, investment assets and other interest-earning assets, and the interest we pay on deposits and other interest-bearing liabilities. To a lesser extent, our net
income also is affected by non-interest income we derive principally from fees and charges for our services, as well as the level of our non-interest expenses, such as expenses related to our banking facilities and salaries and employee benefits.

 

Our operations are significantly affected by prevailing
economic conditions, competition, and the monetary, fiscal and regulatory policies of governmental agencies. Lending activities are influenced by the general credit needs of small and medium-sized businesses and individuals in our banking markets,
competition among lenders, the level of interest rates, and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market interest rates (primarily the rates paid on competing investments), account maturities and
the levels of personal income and savings in our banking markets.

 

SIZE="2">Our and the Bank’s headquarters are located at 35050 U.S. Highway 264 East in Engelhard, North Carolina, and our telephone number at that address is (252) 925-9411.

SIZE="1"> 


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This excerpt taken from the ECBE 10-K filed Mar 14, 2008.

PART II

 

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">Item 5.    Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities


 

Our
common stock was listed on The NASDAQ Global Market on July 3, 2006, under the trading symbol “ECBE.” Prior to that date, it was listed on The NASDAQ Capital Market. The following table lists the high and low sales prices for our
common stock as reported by The Nasdaq Stock Market for the periods indicated. Prices in the table reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not represent actual transactions.

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   Sales Price Range

  Cash Dividend
Declared Per Share


Quarter


  High

  Low

  

2007 Fourth

  $27.60  $21.00  $0.175

Third

   30.99   23.52   0.175

Second

   34.26   29.25   0.175

First

   33.67   31.70   0.175

2006 Fourth

   34.05   31.80   0.170

Third

   35.10   32.30   0.170

Second

   35.24   32.75   0.170

First

   35.13   26.75   0.170

 

On March 6, 2008,
there were approximately 669 record holders of our common stock. We believe the number of beneficial owners of our common stock is greater than the number of record holders because a large amount of our common stock is held of record through
brokerage firms in “street name.”

 

Under North
Carolina law, we are authorized to pay dividends as declared by our Board of Directors, provided that no such distribution results in our insolvency on a going concern or balance sheet basis. We have paid cash dividends since we were incorporated
during 1998, and we intend to continue to pay dividends on a quarterly basis. However, although we are a legal entity separate and distinct from the Bank, our principal source of funds with which we can pay dividends to our shareholders is dividends
we receive from the Bank. For that reason, our ability to pay dividends effectively is subject to the limitations that apply to the Bank.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">In general, the Bank may pay dividends only from its undivided profits. However, if its surplus is less than 50% of its paid-in capital stock, the
Bank’s directors may not declare any cash dividend until it has transferred to surplus 25% of its undivided profits or any lesser percentage necessary to raise its surplus to an amount equal to 50% of its paid-in capital stock. The Bank’s
ability to pay dividends to us is subject to other regulatory restrictions. (See “Supervision and Regulation—Dividends” under Item 1. Business.)

SIZE="1"> 

In the future, our ability to declare and pay cash dividends will be subject to evaluation by our Board of Directors of our
and the Bank’s operating results, capital levels, financial condition, future growth plans, general business and economic conditions, and other relevant considerations, and we cannot assure you that we will continue to pay cash dividends on any
particular schedule or that we will not reduce the amount of dividends we pay in the future.

 

FACE="Times New Roman" SIZE="2">The following table contains information regarding repurchases of shares of our outstanding common stock during the fourth quarter of 2007.

 

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