SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to _____________________
Commission File No. 2017-6
ECB Bancorp, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 56-0215930
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Post Office Box 337, Engelhard, North Carolina 27824
(Address of principal executive offices) (Zip Code)
(252) 925-9411
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 12, 1999, 2,125,254 shares of the registrant's common stock, $3.50 par
value, were outstanding.
This Form 10-QSB has 16 pages.
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
ECB BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
March 31, 1999 and December 31, 1998
(dollar amounts in thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
March 31, December 31,
Assets 1999 1998*
- --------------------------------------------------------------------------------- -------------
(unaudited)
Non-interest bearing deposits and cash $11,217 $11,787
Federal funds sold 3,300 -
- --------------------------------------------------------------------------------- -------------
Total cash and cash equivalents 14,517 11,787
- --------------------------------------------------------------------------------- -------------
Investment securities
Available-for-sale, at market value (cost of $50,863 and 51,474 58,394
$57,375 at March 31, 1999 and December 31, 1998, respectively)
Loans 139,177 133,024
Allowance for probable loan losses (2,799) (2,750)
- --------------------------------------------------------------------------------- -------------
Loans,net 136,378 130,274
- --------------------------------------------------------------------------------- -------------
Real estate acquired in settlement of loans, net 54 50
Federal Home Loan Bank common stock, at cost 633 565
Bank premises and equipment, net 7,429 7,007
Accrued interest receivable 2,081 2,096
Other assets 661 311
- --------------------------------------------------------------------------------- -------------
Total $213,227 $210,484
- --------------------------------------------------------------------------------- -------------
Liabilities and Shareholders' Equity
- --------------------------------------------------------------------------------- -------------
Deposits
Demand, noninterest bearing $37,744 $38,086
Demand interest bearing 53,077 48,111
Savings 13,678 14,561
Time 81,859 83,427
- --------------------------------------------------------------------------------- -------------
Total deposits 186,358 184,185
- --------------------------------------------------------------------------------- -------------
Short-term borrowings - 2,725
Long-term borrowings 3,000 -
Accrued interest payable 825 829
Other liabilities 1,134 892
- --------------------------------------------------------------------------------- -------------
Total liabilities 191,317 188,631
- --------------------------------------------------------------------------------- -------------
Shareholders' equity
Common stock, par value $3.50 per share; authorized
10,000,000 shares; issued and outstanding 2,125,254
in 1999 and 1998, respectively. 7,438 7,438
Capital surplus 6,261 6,261
Retained earnings 7,808 7,481
Accumulated other comprehensive income 403 673
- --------------------------------------------------------------------------------- -------------
Total shareholders' equity 21,910 21,853
- --------------------------------------------------------------------------------- -------------
Commitments
- --------------------------------------------------------------------------------- -------------
Total $213,227 $210,484
- --------------------------------------------------------------------------------- -------------
</TABLE>
See accompanying notes to cosolidated financial statements.
* Derived from auditied consolidated financial statements.
2
<PAGE>
ECB BANCORP, INC. AND SUBSIDIARY
Consolidated Income Statements
For the three months ended March 31, 1999 and 1998
(unaudited - dollar amounts in thousands, except net income per share)
<TABLE>
<CAPTION>
<S> <C> <C>
Three months ended
March 31
--------------------------------------
1999 1998
- ----------------------------------------------------------------- ------------- -------------
Interest Income:
Interest and fees on loans $2,980 $2,804
Interest on investment securities:
Interest exempt from federal income taxes 197 176
Taxable interest income 546 475
Interest on federal funds sold 42 49
- ----------------------------------------------------------------- ------------- -------------
Total interest income 3,765 3,504
- ----------------------------------------------------------------- ------------- -------------
Interest expense:
Deposits:
Demand accounts 239 154
Savings 56 72
Time 1,032 1,116
Other 34 -
- ----------------------------------------------------------------- ------------- -------------
Total interest expense 1,361 1,342
- ----------------------------------------------------------------- ------------- -------------
Net interest income 2,404 2,162
Provision for probable loan losses 60 60
- ----------------------------------------------------------------- ------------- -------------
Net interest income after provision for probable loan losses 2,344 2,102
- ----------------------------------------------------------------- ------------- -------------
Non-interest income:
Service charges on deposit accounts 322 315
Other service charges and fees 105 84
Net gain (loss) on sale of real estate acquired in settlement of loans - 26
Other operating income 18 15
- ----------------------------------------------------------------- ------------- -------------
Total other income 445 440
- ----------------------------------------------------------------- ------------- -------------
Non-interest expense:
Salaries 888 829
Retirement and other employee benefits 200 174
Occupancy 181 170
Equipment 237 206
Deposit Insurance premiums 5 5
Professional fees 65 127
Supplies 64 53
Telephone 61 68
Postage 46 40
Other operating expenses 405 374
- ----------------------------------------------------------------- ------------- -------------
Total other expenses 2,152 2,046
- ----------------------------------------------------------------- ------------- -------------
Income before income taxes 637 496
Income taxes 155 95
- ----------------------------------------------------------------- ------------- -------------
Net income $482 $401
- ----------------------------------------------------------------- -------------
Net income per share (basic and diluted) $0.23 $0.23
Weighted average common shares outstanding 2,125,254 1,780,254
- ----------------------------------------------------------------- ------------- -------------
</TABLE>
See accompanying notes to cosolidated financial statements.
3
<PAGE>
ECB BANCORP, INC. AND SUBSIDIARY
Consolidated Statements
of Shareholders' Equity For
the three months ended March
31, 1999 and 1998
(unaudited - dollar amounts in thousands)
<TABLE>
<CAPTION>
Accumulated
other
Common Capital Retained comprehensive Comprehensive
Stock Surplus Earnings income income Total
------------ ------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance January 1, 1998 $6,231 $3,200 $5,975 $307 $15,713
Unrealized gains, net of
income taxes of $45 87 87 87
Net income - - 401 - 401 401
===========
Total comprehensive income $ 488
===========
============ ============ ============ ============ ===========
Balance March 31, 1998 $ 6,231 $ 3,200 $ 6,376 $ 394 $16,201
============ ============ ============ ============ ===========
Accumulated
other
Common Capital Retained comprehensive Comprehensive
Stock Surplus Earnings income income Total
------------ ------------ ------------ ------------ ----------- -----------
Balance January 1, 1999 $7,438 $6,261 $7,481 $673 $21,853
Unrealized losses, net of
income taxes of $138 (270) (270) (270)
Net income - - 482 - 482 482
===========
Total comprehensive income $ 212
===========
Cash dividends ($.0725 per share) (155) (155)
============ ============ ============ ============ ===========
Balance March 31, 1999 $ 7,438 $ 6,261 $ 7,808 $ 403 $21,910
============ ============ ============ ============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
ECB BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Three months ended March 31, 1999 and 1998
(Unaudited - dollar amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
<S> <C> <C>
Cash flows from operating activities: 1999 1998
------------ ------------
Net income $482 $401
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 172 161
Provision for probable loan losses 60 60
Loss (gain) on sale of premises & equipment - (7)
Gain on sale of real estate acquired in
settlement of loans - (26)
Amortization of premium on investment securities, net 12 9
Decrease in accrued interest receivable 15 32
Decrease (increase) in other assets (354) 100
Increase (decrease) in other liabilities, net 221 (543)
- ----------------------------------------------------- ------------ ------------
Net cash provided by operating activities 608 187
- ----------------------------------------------------- ------------ ------------
Cash flows from investing activities:
Purchase of investment securities (380) (997)
Proceeds from sales and maturities of
investment securities 6,880 6,641
Purchase of Federal Home Loan Bank common stock (68) (61)
Purchases of premises and equipment (594) (228)
Proceeds from disposal of real estate
acquired in settlement of loans - 316
Net loan originations (6,164) (2,437)
- ----------------------------------------------------- ------------ ------------
Net cash provided by investing activities (326) 3,234
- ----------------------------------------------------- ------------ ------------
Cash flows from financing activities:
Net increase (decrease) in deposits 2,173 (428)
Repayment of short term borrowing (2,725) -
Originations of long term borrowings 3,000 -
- ----------------------------------------------------- ------------ ------------
Net cash provided by financing activities 2,448 (428)
- ----------------------------------------------------- ------------ ------------
Increase in cash and cash equivalents 2,730 2,993
Cash and cash equivalents at beginning of period 11,787 12,706
------------ ------------
Cash and cash equivalents at end of period $14,517 $15,699
------------ ------------
Cash paid during the period:
Interest $ 1,365 $ 1,212
Taxes - 49
Supplemental disclosures of noncash financing and investing activities:
Cash dividends declared but not paid $ 155 -
Unrealized gains (losses) on available-for-sale
securities, net of deferred taxes (270) $ 87
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
ECB BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(1) BASIS OF PRESENTATION
The consolidated financial statements include the accounts of ECB Bancorp, Inc.
("Bancorp") (see note 6) and its wholly-owned subsidiary, The East Carolina Bank
(the "Bank") (collectively referred to hereafter as the "Company"). The Bank has
two wholly-owned subsidiaries, Carolina Financial Courier, Inc. and Carolina
Financial Realty, Inc. All intercompany transactions and balances are eliminated
in consolidation.
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities at the
date of the financial statements, as well as the amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
All adjustments considered necessary for a fair presentation of the results for
the interim periods presented have been included (such adjustments are normal
and recurring in nature). The footnotes in Bancorp's annual report on Form
10-KSB should be referenced when reading these unaudited interim financial
statements. Operating results for the three month period ended March 31, 1999,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1999.
(2) CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, cash and cash equivalents include cash and
due from banks (with original maturities of ninety days or less) and federal
funds sold. Generally, federal funds are purchased and sold for one-day periods.
(3) ALLOWANCE FOR PROBABLE LOAN LOSSES
The following summarizes the activity in the allowance for probable loan losses
for the three months ended March 31, 1999 and 1998, respectively.
Three months ended March 31,
1999 1998
---- ----
Balance at the beginning of the
period $2,750,000 2,660,000
Provision for probable loan losses 60,000 60,000
Charge-offs (24,000) (56,000)
Recoveries 13,000 20,000
---------- ---------
Net charge-offs (11,000) (36,000)
---------- ---------
Balance at the end of the period $2,799,000 2,684,000
========== =========
(4) NET INCOME PER SHARE
The Company adopted SFAS No. 128, "Earnings Per Share", in 1997, which requires
net income per share to be calculated on both a basic and diluted basis. The
stock options granted in 1998 (discussed in note 6) had no dilutive effect on
net income per share for the three months ended March 31, 1999.
6
<PAGE>
ECB BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued
(5) RECLASSIFICATIONS
Certain items in the prior period consolidated financial statements have been
reclassified to conform with the current presentation. Such reclassifications
had no impact on net income or shareholders' equity.
(6) FORMATION OF BANK HOLDING COMPANY / MERGER OF BANK
On July 22, 1998, and pursuant to a charter amendment, the Bank effected a
three-for-one stock split of the Bank's common stock increasing the number of
shares of common stock from 593,418 to 1,780,254. Additionally, by way of the
same charter amendment, the Bank increased the post-split par value of the
common stock from $3.33 per share to $3.50 per share. In connection with the
stock split and increase in par value, the Bank increased the capital surplus
account in accordance with North Carolina General Statutes Section 53-88. All
references to the number of common shares and per share amounts in the financial
statements have been restated as appropriate to reflect the effect of the split,
for all periods presented. Additionally, common stock, capital surplus, and
retained earnings have been restated for all periods presented as appropriate to
reflect the stock split, the increase in par value, and the increase in the
capital surplus account.
On July 22, 1998, the Bank was acquired by Bancorp, which was formed by the Bank
on March 4, 1998 for the purpose of becoming the Bank's parent holding company.
Each outstanding share of the Bank's common stock was exchanged for one share of
Bancorp's common stock with the Bank becoming the wholly-owned subsidiary of
Bancorp. Bancorp's primary purpose is to serve as the parent of the Bank. The
combination was accounted for in a manner similar to a pooling-of-interests and
all prior period financial statements have been restated.
(7) COMPREHENSIVE INCOME
On January 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130") which establishes standards for reporting and display
of comprehensive income and its components in a full set of financial
statements. Comprehensive income is defined as the change in equity during a
period for non-owner transactions and is divided into net income and other
comprehensive income. Other comprehensive income includes revenues, expenses,
gains, and losses that are excluded from earnings under current accounting
standards.
This statement does not change or modify the reporting or display in the income
statement. Comparative financial statements for earlier periods have been
presented to reflect application of this statement
(8) STOCK OPTION PLAN
During January 1998, the Bank's Board of Directors adopted an Omnibus Stock
Ownership and Long-Term Incentive Plan ("the Omnibus Plan") which was approved
by the Bank's shareholders at the May 13, 1998 annual meeting and which provides
for the issuance of up to an aggregate of 159,000 shares of common stock of the
Bank pursuant to stock options and other awards granted or issued under its
terms. At that time, the Board of Directors also awarded to certain officers of
the Bank options to purchase an aggregate of 9,516 shares of the Bank's common
stock pursuant to the terms of the Omnibus Plan at a price equal to the then
current market value of $12.50 per share (as such number of shares and purchase
price have been adjusted in accordance with the terms of the Omnibus Plan to
reflect the three-for-one stock split which was effective July 22, 1998). Upon
consummation of the reorganization discussed in note 6, Bancorp assumed all of
the Bank's obligations under the Omnibus Plan, and each of the then outstanding
options under the Omnibus Plan were converted, in accordance with its terms,
into options to purchase shares of Bancorp's common stock.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
ECB Bancorp, Inc. ("Bancorp") is a bank holding company headquartered in
Engelhard, North Carolina. Bancorp's wholly-owned subsidiary, The East Carolina
Bank (the "Bank") (collectively referred to hereafter as the "Company"), is a
state-chartered community bank which was founded in 1919. The Bank offers a full
range of banking services through 14 branches serving eastern North Carolina,
including the communities of Engelhard, Swan Quarter, Columbia, Creswell,
Fairfield, Nags Head, Manteo, Southern Shores, Barco, Avon, Hatteras, Ocracoke
and two (2) branches in Greenville. The Company expects to open its fifteenth
branch in Washington, North Carolina in the near future. The Bank also operates
a mortgage origination office in Nags Head, North Carolina.
The operations of the Company and depository institutions in general are
significantly influenced by general economic conditions and by related monetary,
fiscal and other policies of depository institution regulatory agencies,
including the Federal Reserve Board, the Federal Deposit Insurance Corporation
(the "FDIC") and the North Carolina State Banking Commission. Deposit flows and
costs of funds are influenced by interest rates on competing investments and
general market rates of interest. Lending activities are affected by the demand
for financing of real estate and other types of loans, which in turn are
affected by the interest rates at which such financing may be offered and other
factors affecting local demand and availability of funds.
COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED
MARCH 31, 1999 AND 1998
SUMMARY
For the three months ended March 31, 1999, the Company had net income of
$482,000, or $0.23 basic and diluted earnings per share, compared to $401,000,
or $0.23 basic and diluted earnings per share (as restated for three-for-one
stock split effected July 22, 1998), for the three months ended March 31, 1998.
For the quarter ended March 31, 1999, net interest income increased 11.19% and
non-interest income increased 1.14% when compared to the same period last year.
Non-interest expense increased $106,000 or 5.18% for the three month period
ended March 31, 1999 as compared to the same period in 1998 partly attributable
to general increases in salary and employee benefits expense of $85,000. Also,
the Company incurred $27,000 of nonrecurring expenses related to the data
conversion of its credit card processing to a new vendor during the first
quarter of 1999.
NET INTEREST INCOME
Net interest income for the three months ended March 31, 1999 was $2,404,000, an
increase of $242,000 or 11.20% when compared to net interest income of
$2,162,000 for the three months ended March 31, 1998. The net yield on
interest-earning assets, on a tax-equivalent basis, for the three months ended
March 31, 1999 was 5.24% compared to 5.30% in 1998. This modest decrease in the
Company's net interest margin is attributable to three separate 25 basis point
declines in the Company's prime rate during the forth quarter of 1998. As a
result, the Company's yield on its loan portfolio decreased 34 basis points when
compared to three months ended March 31, 1998.
Total interest income increased $261,000 for the three months ended March 31,
1999 compared to the three months ended March 31, 1998, principally due to an
increase in the average volume of loans of $12.5 million. Total interest expense
increased $19,000 for the three months ended March 31, 1999 compared to the
three months ended March 31, 1998, as a result of interest-bearing demand
deposits increasing by $7.8 million. The cost of funds for the Company during
the first three months of 1999 decreased 22 basis points when compared to the
three months ended March 31, 1998. The Company's decline in cost of funding was
a result of increased non-interest bearing demand deposit balances of $6.6
million and a moderate decline in rates paid on interest bearing deposits since
the first quarter of 1998.
8
<PAGE>
PROVISION FOR PROBABLE LOAN LOSSES
The provision for probable loan losses charged to operations during the first
three months of 1999 was $60,000, compared to $60,000 during the first three
months of 1998. Net charge-offs for the three months ended March 31, 1999
totaled $11,000, compared to net charge-offs of $36,000 during the same period
of 1998. The amount charged for provision for probable loan losses is the result
of management's review and evaluation of the portfolio, which considers current
conditions, past due loans, and prior past loan loss experience.
NON-INTEREST INCOME
Non-interest income increased $5,000 to $445,000 for the three months ended
March 31, 1999 compared to the same period in 1998. This increase is principally
due to mortgage loan origination fees of $16,000 generated by the Company's new
mortgage loan product, partially off set by other changes.
NON-INTEREST EXPENSE
Non-interest expense increased $106,000 or 5.18% to $2,152,000 for the three
months ended March 31, 1999 from the same period in 1998. This increase is
principally due to general increases in salary and employee benefits expense of
$85,000. Equipment expense increased $31,000 as the Company continues to upgrade
its branch platform automation. Other operating expenses increased $31,000 from
$374,000 for the three months ended March 31, 1998 to $405,000 for the three
months ended March 31, 1999. This increase is principally due to $27,000 of
nonrecurring expenses related to the data conversion of credit card processing
to a new vendor. Increased non-interest expenses were partially offset by a
decrease in professional fees paid of $62,000. The Company incurred
approximately $85,000 in professional fees in connection with formation of the
holding company during the first quarter of 1998.
INCOME TAXES
Income tax expense for the three months ended March 31, 1999 and 1998 was
$155,000 and $95,000, respectively.
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1999 AND DECEMBER 31, 1998
Total assets increased $2.7 million to $213.2 million, an increase of 1.30% when
compared to $210.5 million at December 31, 1998. Asset growth was funded by
increased interest-bearing demand deposits of $5.0 million partially offset by a
decrease in certificates of deposits of $1.8 million.
Loans receivable increased from $133.0 million at December 31, 1998 to $139.2
million at March 31, 1999. The Company experiences seasonal loan growth during
the first and second quarters of each year as farm production loans and
commercial lines of credit are used by the Company's agricultural base and
tourist related businesses on the "Outer Banks".
Shareholders' equity increased by $57,000 from December 31, 1998 to March 31,
1999, as the Company generated net income of $482,000 and experienced a decrease
of net unrealized gains on available-for-sale securities of $270,000. The
Company declared a dividend of $155,000, or 7.25 cents per share, during the
first quarter of 1999. No dividends were paid during the first quarter of 1998.
ASSET QUALITY
Management continuously analyzes the growth and risk characteristics of the
total loan portfolio under current conditions in order to evaluate the adequacy
of the allowance for possible loan losses. The factors that influence
management's judgment in determining the amount charged to operating expense
include past loan loss experience, composition of the loan portfolio, evaluation
of probable losses inherent in the portfolio and current economic conditions.
The Company's watch committee, which includes three members of senior management
as well as regional managers and other credit administration personnel, conducts
a quarterly review of all credits classified as substandard. This review follows
a re-evaluation by the account officer who has primary responsibility for the
relationship. Various regulatory agencies, as an integral part of their
examination process, periodically review the Company's allowance for probable
loan losses. Such agencies may require the Company to recognize additions to the
allowance for probable loan losses based on their judgments about information
available to them at the time of their examination.
9
<PAGE>
Nonperforming assets, which consist of loans not accruing interest, restructured
debt and real estate acquired in settlement of loans, were $907,000 and $759,000
at March 31, 1999 and December 31, 1998, respectively. The increase in
nonperforming assets is the result of non-accrual loans increasing $156,000
during the first quarter of this year. At March 31, 1999, the recorded
investment in loans that are considered to be impaired under SFAS No. 114 was
$3,000 compared to $46,000 at December 31, 1998. These loans are on a
non-accrual basis and the entire balance of which has been reserved in the
allowance for probable loan loss.
REGULATORY MATTERS
Management is not presently aware of any current recommendation to the Company
by regulatory authorities which, if they were to be implemented, would have a
material effect on the Company's liquidity, capital resources or operations.
LIQUIDITY
The Company relies on the investment portfolio as a source of liquidity, with
maturities designed to provide needed cash flows. Further, retail deposits
generated throughout the branch network has enabled management to fund asset
growth and maintain liquidity. These sources have allowed limited dependence on
short-term borrowed funds for liquidity or for asset expansion. External sources
of funds include the ability to access advances from the Federal Home Loan Bank
of Atlanta and Fed Fund lines with correspondent banks.
CAPITAL RESOURCES
Bancorp and the Bank are subject to the capital requirements of the Federal
Reserve, the FDIC and the State Banking Commission. The FDIC requires the Bank
to maintain minimum ratios of Tier I capital to total risk-weighted assets and
total capital to risk-weighted assets of 4% and 8%, respectively. To be `well
capitalized,' the FDIC requires ratios of Tier I capital to total risk-weighted
assets and total capital to risk-weighted assets of 6% and 10%, respectively.
Tier I capital consists of total stockholders' equity calculated in accordance
with generally accepted accounting principles excluding unrealized gains or
losses, net of income taxes, on securities available-for-sale, and total capital
is comprised of Tier I capital plus certain adjustments, the only one of which
is applicable to the Bank is the allowance for loan losses. Risk-weighted assets
reflect the Banks' on- and off-balance sheet exposures after such exposures have
been adjusted for their relative risk levels using formulas set forth in FDIC
regulations. As of March 31, 1999, the Bank was in compliance with all of the
aforementioned capital requirements and satisfies the `well-capitalized'
definition that is used by the FDIC in its evaluation of member banks.
Additionally, at March 31, 1999, Bancorp was also in compliance with the
applicable capital requirements set forth by the Federal Reserve.
CURRENT ACCOUNTING ISSUES
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. The accounting for
changes in the fair value of a derivative depends on the intended use of the
derivative and the resulting designation. This statement is effective for all
fiscal quarters of fiscal years beginning after June 15, 1999. Earlier
application of all of the provisions of this statement is encouraged. The
Company plans to adopt this statement at January 1, 2000 and does not anticipate
any material effect on its consolidated financial statements.
In October 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage-Backed
Securities Retained after the Securitization of Mortgage Loans Held for Sale by
a Mortgage Banking Enterprise". This statement allows mortgage banking firms to
account for certain securities and other interests retained after securitizing
mortgage loans that were held for sale based on the ability and intent to hold
or sell such investments, consistent with the guidance contained in SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities". This
statement is
10
<PAGE>
effective for the first fiscal quarter beginning after December 15, 1998. The
Company adopted this statement on January 1, 1999 with no material effect on its
consolidated financial statements.
The FASB also issues exposure drafts for proposed statements of financial
accounting standards. Such exposure drafts are subject to comment from the
public, to revisions by the FASB and to final issuance by the FASB as statements
of financial accounting standards. Management considers the effect of the
proposed statements on the consolidated financial statements of the Company and
monitors the status of changes to issued exposure drafts and to proposed
effective dates.
YEAR 2000 ISSUE
GENERAL
The year 2000 ("Y2K") issue confronting the Company and its suppliers,
customers, customers' suppliers and competitors centers on the potential
inability of certain computer systems to recognize the year 2000. Many existing
computer programs and systems originally were programmed with six digit dates
that provided only two digits to identify the calendar year in the date field.
With the impending new millennium, these programs and computers will recognize
"00" as the year 1900 rather than the year 2000.
Financial institution regulators recently have increased their focus upon Y2K
compliance issues and have issued guidance concerning the responsibilities of
senior management and directors. The Federal Financial Institutions Examination
Council ("FFIEC") has issued several interagency statements on Y2K Project
Management Awareness. These statements require financial institutions to, among
other things, examine the Y2K implications of their reliance on vendors and with
respect to data exchange and the potential impact of the Y2K issue on their
customers, suppliers and borrowers. These statements also require each federally
regulated financial institution to survey its exposure, measure its risk and
prepare a plan to address the Y2K issue. In addition, the federal banking
regulators have issued safety and soundness guidelines to be followed by insured
depository institutions, such as the Bank, to assure resolution of any Y2K
problems. The federal banking agencies have asserted that Y2K testing and
certification is a key safety and soundness issue in conjunction with regulatory
exams and, thus, that an institution's failure to address appropriately the Y2K
issue could result in supervisory action, including the reduction of the
institution's supervisory ratings, the denial of applications for approval of
mergers or acquisitions or the imposition of civil money penalties.
RISKS
Like most financial service providers, the Company and its operations may be
significantly affected by the Y2K issue due to its dependence on technology and
date-sensitive data. Computer software and hardware and other equipment, both
within and outside the Company's direct control, and third parties with whom the
Company electronically or operationally interfaces (including without limitation
its customers and third party vendors) may be affected. If computer systems are
not modified in order to be able to identify the year 2000, many computer
applications could fail or create erroneous results. As a result, many
calculations which rely on date field information, such as interest, payment or
due dates and other operating functions, could generate results which are
significantly misstated, and the Company would experience an inability to
process transactions, prepare statements or engage in similar normal business
activities. Likewise, under certain circumstances, a failure to adequately
address the Y2K issue could adversely affect the viability of the Company's
suppliers and creditors and the creditworthiness of its borrowers. Thus, if not
adequately addressed, the Y2K issue could result in a significant adverse impact
on the Company's operations and, in turn, its financial condition and results of
operations.
STATE OF READINESS
During November 1997, the Company formulated its plan to address the Y2K issue.
Since that time, the Company has taken the following steps:
Established senior management advisory and review responsibilities;
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Completed a company-wide inventory of applications and system software;
Built an internal tracking database for application and vendor software;
Developed compliance plans and schedules for all lines of business;
Begun computer code testing;
Initiated vendor compliance verification;
Begun awareness and education activities for employees through existing internal
communication channels; and
Developed a process to respond to customer inquiries as well as help educate
customers on the Y2K issue.
The following paragraphs summarize the phases of the Company's Y2K plan:
AWARENESS PHASE
The Company formally established a Y2K plan headed by a senior manager, and a
project team was assembled for management of the Y2K project. The project team
created a plan of action that includes milestones, budget estimates, strategies,
and methodologies to track and report the status of the project. Members of the
project team also attended conferences and information sharing sessions to gain
more insight into the Y2K issue and potential strategies for addressing it.
Additionally, the Company has continued to promote customer Year 2000 awareness
in the communities it serves through Y2K related presentations to various civic
groups and news releases. This phase is substantially complete.
ASSESSMENT PHASE
The Company's strategies were further developed with respect to how the
objectives of the Y2K plan would be achieved, and a Y2K business risk assessment
was made to quantify the extent of the Company's Y2K exposure. A corporate
inventory (which is periodically updated as new technology is acquired and as
systems progress through subsequent phases) was developed to identify and
monitor Y2K readiness for information systems (hardware, software, utilities,
and vendors) as well as environmental systems (security systems, facilities,
etc.). Systems were prioritized based on business impact and available
alternatives. Mission critical systems supplied by vendors were researched to
determine Y2K readiness. If Y2K-ready versions were not available, the Company
began identifying functional replacements which were either upgradable or
currently Y2K-ready, and a formal plan was developed to repair, upgrade or
replace all mission critical systems. This phase is substantially complete.
In August 1997, the Company began Y2K discussions with its larger borrowers at
the time of the annual review of their loans. Beginning in January 1998, all
credits greater than $250,000 were evaluated for Y2K exposure by the
relationship account officer using a questionnaire developed by the Company's
credit administration staff. As part of the current credit approval process, all
new and renewed loans are evaluated for Y2K risk. During the course of these
evaluations, Company personnel have met individually with each of its larger
borrowers to discuss and obtain information regarding each borrower's dependence
on information technology and third party vendors and the nature of steps being
taken by the borrowers to address their Y2K risk. While the Company will
continue to monitor the progress being made by its larger borrowers in
addressing their own Y2K issues, to date the Company is generally satisfied with
these customers' responses to the Company's inquiries and their progress in
addressing their Y2K risk.
RENOVATION PHASE
The Company's corporate inventory revealed that Y2K upgrades were available for
all vendor supplied mission critical systems, and all these Y2K-ready versions
have been delivered and placed into production and have entered the validation
process.
VALIDATION PHASE
The validation phase is designed to test the ability of hardware and software to
accurately process date sensitive data. The Company has created a test
environment comprised of an IBM Model 170 dedicated to Y2K testing which is
12
<PAGE>
virtually insulated from production and development environments. The Company
anticipates that the validation phase will absorb approximately 50% of the total
Y2K resources (computer and personnel) over the life cycle of the project. The
Company has increased staff in anticipation of that work effort. During the
first quarter of 1999, the Company completed testing of its mission-critical
systems. Testing was successfully completed on the Company's Automated Teller
Machines (ATM's) and also completed testing with its ATM network provider.
External testing with the Company's merchant processor of credit card
transactions has been successfully completed. The Company's card services
provider has successfully completed the validation phase of its Year 2000
Readiness Strategy. The Year 2000 validation process was developed by the vendor
based on Federal Financial Institutions Examinations Council industry standards.
All test results were collected, and required deliverables completed. Test
results were reviewed by knowledgeable professionals for accuracy. A key
component of the Year 2000 readiness process was comparing test system output to
production system output. During the validation testing process to date, no
significant Y2K problems have been identified relating to any modified or
upgraded mission critical systems.
IMPLEMENTATION PHASE.
The Company's plan calls for putting Y2K-ready code into production before
having actually completed Y2K validation testing. Y2K-ready modified or upgraded
versions have been installed and placed into production with respect to all
mission critical systems.
COMPANY RESOURCES INVESTED.
The Company's Y2K project team has been assigned the task of ensuring that all
systems across the Company are identified, analyzed for Y2K compliance,
corrected if necessary, tested, and changes put into service. The Y2K project
team members represent all functional areas of the Company, including branches,
data processing, loan administration, accounting, item processing and
operations, compliance, internal audit, human resources, and marketing. The team
is headed by a vice president who reports directly to a member of the Company's
senior management team. The Company's Board of Directors oversees the Y2K plan
and provides guidance and resources to, and receives quarterly updates from, the
Y2K project team.
The Company is expensing all costs associated with required system changes as
those costs are incurred, and such costs are being funded through operating cash
flows. The Company expects to incur total expenses of $75,000 to $100,000
relating to the Y2K conversion project. Expenses of approximately $5,000 were
incurred and expensed by the Company in the first quarter of 1999 and the
Company life-to-date has expensed approximately $59,000. The Company does not
expect significant increases in future data processing costs relating to Y2K
compliance.
CONTINGENCY PLANS.
During the assessment phase, the Company began to develop back-up or
contingency plans for each of its mission critical systems. The Company's
contingency plans are based upon its most reasonably likely worst-case scenario
of failure or interruptions of service from electrical and telephone providers.
Virtually all of the Company's mission critical systems are dependent upon third
party vendors or service providers, therefore, contingency plans include
selecting a new vendor or service provider and converting to their system. In
the event a current vendor's system fails during the validation phase and it is
determined that the vendor is unable or unwilling to correct the failure, the
Company will convert to a new system from a pre-selected list of prospective
vendors. In each case, realistic trigger dates have been established to allow
for orderly and successful conversions. For some systems, contingency plans
consist of using spreadsheets software or reverting to manual systems until
system problems can be corrected.
The majority of the Company's mission critical systems fall into the categories
of its core-banking software, its proof of deposit system, and its automated
teller machine network. The Company has received warranties from vendors to the
effect that the proof of deposit and automated teller machine network software
is Y2K-ready. While no warranty has been received with respect to the
core-banking system, that system is used by a number of banking institutions and
has been reviewed by the Federal Reserve Bank of Atlanta for year 2000
readiness.
With respect to each third party with whom the Company interfaces electronically
or from whom it obtains services or supplies (such as the Company's credit and
debit card processors, its correspondent bank, the Federal Reserve Bank of
Richmond, its electric and telephone companies, and its suppliers of business
forms), the Company has requested information regarding that party's
preparations and state of preparedness with respect to Y2K issues.
13
<PAGE>
While, in general, no such third parties will give warranties or guarantees with
respect to Y2K issues, the Company has received from each third party in writing
an acknowledgment of that party's awareness of the Y2K issues, information
regarding its plan for addressing Y2K concerns, and an assurance that steps are
being taken to prevent service interruptions. While these assurances do not give
the Company any specific legal rights or remedies, the Company generally is
satisfied with the responses it has received. In the case of third parties with
whom the Company interfaces electronically, testing of those interfaces is being
conducted or is scheduled and interruptions in the services provided by such
third parties have been taken into account in the Company's contingency plans
(which, for example, provide for increased inventories of business forms and
supplies, increased levels of cash on hand, use of a generator to operate the
Company's main computer system and operations function, manual processing of
branch transactions, direct clearing of checks through the Federal Reserve
rather than through a correspondent bank, and, where possible, a change to a
different third party supplier).
Bancorp is in the process of completing a Business Continuity Plan as part of
its Year 2000 contingency planning. The objective of these plans is to provide a
plan of action in the event there are systems failures at critical dates.
Accordingly, existing disaster recovery and business recovery plans are being
updated taking into consideration various potential Year 2000 events. The
Company is aware of the interagency statement, Guidance Concerning Contingency
Planning in Connection With Year 2000 Readiness, issued May 13, 1998 and
Question and Answers Concerning Year 2000 Contingency Planning issued January 5,
1999. The Year 2000 contingency plans are scheduled to be approved by the
Company's Directors during the May, 1999 Board meeting. The Company has
contracted the services of an outside vendor, who is actively engaged as
consultants by the banking community in North Carolina, to assist the Company in
the review and development of a method of validation of its contingency plans.
By June 30, 1999, it is anticipated that Bancorp will have substantially
completed the development and testing of its business resumption contingency
plans.
MANAGEMENT AWARENESS
Management is not aware of any known trends, events, uncertainties, or current
recommendations by regulatory authorities that will or that are reasonably
likely to have a material effect on the Company's liquidity, capital resources
or other operations.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-KSB
(a) Exhibits:
Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-KSB
On March 29, 1999, Registrant filed a Current Report on Form 8-KSB which
was dated March 25, 1999 and reported the declaration of a quarterly cash
dividend of $.0725 per share, payable April 28, 1999 to shareholders of
record on April 8, 1999.
15
<PAGE>
SIGNATURES
Under 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.
(Registrant)
Date: 5/12/99 By: /s/ Arthur H. Keeney, III
------------------------------
Arthur H. Keeney, III
(President & CEO)
Date: 5/12/99 By: /s/ Gary M. Adams
------------------------------
Gary M. Adams
(Senior Vice President & CFO)
16
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