0001914605false00019146052023-10-262023-10-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 26, 2023
ECB BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 001-41456 88-1502079
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
419 Broadway, Everett, Massachusetts 02149
(Address of principal executive offices) (Zip Code)
(617) 387-1110
(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
ECBK |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On October 26, 2023, ECB Bancorp, Inc., the holding company for Everett Co-operative Bank, issued a press release announcing its financial results at and for the three and nine months ended September 30, 2023.
A copy of the press release is included as Exhibit 99.1 to this report and shall not be deemed “filed” for any purpose, nor shall the information or Exhibit 99.1 be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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: October 26, 2023 By: /s/Richard J. O'Neil, Jr.
Richard J. O’Neil, Jr.
President and Chief Executive Officer
For Immediate Release
Date: October 26, 2023
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Contact: |
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Richard J. O’Neil, Jr. |
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President and Chief Executive Officer |
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Phone: |
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617-387-1110 |
Email: |
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rjoneil@everettbank.com |
ECB Bancorp, Inc. Reports Third Quarter Results
EVERETT, MA, October 26, 2023 - ECB Bancorp, Inc. (NASDAQ-ECBK) (the “Company”), the holding company for Everett Co-operative Bank (the “Bank”), a state-chartered co-operative bank headquartered in Everett, Massachusetts, today reported net income of $1.34 million or $0.16 per diluted share for the quarter ended September 30, 2023 compared to a net loss of $(1.03) million or ($0.12) per diluted share for the quarter ended September 30, 2022, an increase of $2.4 million in net income. The net loss during the quarter ended September 30, 2022 was driven by the $3.2 million contribution to the Everett Co-operative Bank Charitable Foundation made in connection with our initial public offering. For the nine months ended September 30, 2023, the Company reported net income of $3.7 million or $0.43 per diluted share as compared to net income of $1.7 million, or $0.21 per diluted share for the nine months ended September 30, 2022, an increase of $1.9 million in net income.
Richard J. O’Neil, Jr., President and Chief Executive Officer, said, "During the third quarter we were pleased to report the opening of a new branch in Woburn, MA. Additionally, we commenced a share buyback program which we expect will enhance shareholder returns. We remain focused on opportunistic loan growth, prudent credit risk management and building upon our deposit product offerings and customer base. We continue to see net interest margin pressure and remain focused on managing expenses.”
NET INTEREST AND DIVIDEND INCOME
Net interest and dividend income before (benefit) provision for credit losses decreased $453,000, or 6.9% to $6.1 million for the quarter ended September 30, 2023 from $6.5 million for the quarter ended September 30, 2022. This decrease was primarily due to higher cost of funds, partially offset by an increase in the net interest earning assets. The provision for credit losses decreased $1.1 million, or 119.9% to a benefit of $184,000 for the quarter ended September 30, 2023 from an expense of $925,000 for the quarter ended September 30, 2022. The decrease in the provision for credit losses was driven by lower loan growth during the quarter ended September 30, 2023 as compared to the quarter ended September 30, 2022 as well as a shift in the mix of our loan portfolio to loan segments with lower estimated credit loss reserve requirements. The combination of these items resulted in an increase of $656,000, or 11.7%, in net interest and dividend income after (benefit) provision for credit losses for the quarter ended September 30, 2023 as compared to the quarter ended September 30, 2022.
Net interest and dividend income before provision for credit losses increased $2.0 million, or 12.0% to $18.9 million for the nine months ended September 30, 2023 from $16.8 million for the nine months ended September 30, 2022. This increase was driven by an increase in net interest earning assets partially offset by a decrease in the net interest rate spread. The provision for credit losses decreased $1.1 million, or 61.3% to $696,000 for the nine months ended September 30, 2023 from $1.8 million for the nine months ended September 30, 2022. The decrease in the provision for credit losses was driven by lower loan growth in the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The combination of these items resulted in an increase of $3.1 million or 20.8% in net interest and dividend income after provision for credit losses for the first three quarters of 2023 as compared to the first three quarters of 2022.
NONINTEREST INCOME
Noninterest income increased $94,000, or 41.2% to $322,000 for the quarter ended September 30, 2023 from $228,000 for the quarter ended September 30, 2022. This increase was primarily driven by a $72,000 gain recognized into income from a life insurance policy death benefit in the third quarter of 2023.
Noninterest income decreased $378,000, or 32.3% to $791,000 for the nine months ended September 30, 2023 from $1.2 million for the nine months ended September 30, 2022. The September 30, 2022 year to date results were benefited greatly by a $430,000 gain recognized into income from a life insurance policy death benefit in the second quarter of 2022. Additional pressure on noninterest income in the 2023 period has been the result of a decrease of $71,000 in net gain on sales of loans due to a lower number of loans sold.
NONINTEREST EXPENSE
Noninterest expense decreased $2.5 million, or 34.1% to $4.8 million for the quarter ended September 30, 2023 from $7.3 million for the quarter ended September 30, 2022. Significant changes are as follows:
•Charitable contributions decreased $3.2 million, or 99.8%, driven by a $3.2 million contribution to the Everett Co-operative Bank Charitable Foundation made in the third quarter of 2022 in connection with the Company’s initial public offering;
•Salaries and employee benefits increased $235,000, or 8.8%, driven by merit increases and additional staffing to support our strategic plan. Partially offsetting this increase was a decrease in supplemental executive retirement plan expenses driven by increases in defined benefit plan discount rates as well as a decrease in Employee Stock Ownership Plan (“ESOP”) costs. ESOP costs decreased due to a lower average stock price and lower number of shares committed to be released in the quarter ended September 30, 2023 as compared to the quarter ended September 30, 2022; and
•FDIC deposit insurance expense increased $152,000, or 281.5%, driven by both increases in assessment rates charged by the FDIC as well as an increase in our asset size.
•Professional fees increased $128,000 or 72.7% driven by increased costs related to operating as a public company.
Noninterest expense decreased $45,000, or 0.3% to $14.0 million for the nine months ended September 30, 2023 from $14.1 million for the nine months ended September 30, 2022. Significant changes are as follows:
•Charitable contributions decreased $3.2 million, or 99.5%, driven by a $3.2 million contribution to the Everett Co-operative Bank Charitable Foundation made in the third quarter of 2022 in connection with the Company’s initial public offering;
•Salaries and employee benefits increased $1.7 million, or 23.9%, driven by merit increases, additional staffing to support our strategic plan as well as expenses related to the ESOP which did not exist in the first half of 2022. Partially offsetting these increases was a decrease in supplemental executive retirement plan expenses driven by increases in defined benefit plan discount rates. The nine months ended September 30, 2022 included a benefit of $582,000 to reflect a reduction in the liability related to our withdrawal from the defined benefit plan as well as expenses of $166,000 related to our Survivor Benefit Plan, both of which did not recur in the nine months ended September 30, 2023;
•FDIC deposit insurance expense increased $450,000, or 276.1%, driven by both increases in assessment rates charged by the FDIC as well as an increase in our asset size; and
•Professional fees increased $402,000 or 71.8% driven by increased costs related to operating as a public company.
INCOME TAXES
We recorded a provision for income tax expense of $440,000 for the three months ended September 30, 2023, compared to a provision for income tax benefit of $426,000 for the three months ended September 30, 2022, reflecting an effective tax rate of 24.7% and an effective tax benefit rate of 29.2%, respectively. The effective tax rate for the three month period ended September 30, 2023 benefited from $72,000 in non-taxable gains recognized into income from life insurance policy death benefits. We recorded a provision for income taxes of $1.3 million for the nine months ended September 30, 2023, compared to a provision for income taxes of $394,000 for the nine months ended September 30, 2022, reflecting effective tax rates of 25.6% and 18.4%, respectively. The effective tax rate for the nine month period ended September 30, 2022 benefited from $427,000 in non-taxable gains recognized into income from life insurance policy death benefits for the nine months ending September 30, 2022.
BALANCE SHEET
Total assets increased $149.3 million, or 14.0% from $1.06 billion at December 31, 2022 to $1.21 billion at September 30, 2023.
Total loans increased $111.7 million, or 12.6% from $885.7 million at December 31, 2022 to $997.4 million at September 30, 2023.
•One-to-four family residential real estate loans increased $39.9 million, from $355.4 million at December 31, 2022 to $395.3 million at September 30, 2023
•Multi-family real estate loans increased $39.2 million, from $242.0 million at December 31, 2022 to $281.2 million at September 30, 2023
•Commercial real estate loans increased $29.4 million, from $156.2 million at December 31, 2022 to $185.7 million at September 30, 2023.
Cash and cash equivalents increased $35.3 million, or 56.9% from $62.1 million at December 31, 2022 to $97.4 million at September 30, 2023. The increase in cash and cash equivalents is driven by our focus on maintaining strong levels of liquidity.
Deposits increased $94.4 million, or 13.1% from $718.1 million at December 31, 2022 to $812.5 million at September 30, 2023.
•Certificates of deposit increased $122.2 million, or 38.2% from $319.8 million at December 31, 2022 to $442.0 million at September 30, 2023. Brokered certificates of deposit decreased $13.1 million, or 13.1% from $100.8 million at December 31, 2022 to $87.7 million at September 30, 2023.
•Savings accounts increased $19.5 million, or 13.2% from $148.4 million at December 31, 2022 to $167.9 million at September 30, 2023.
•Money market deposit accounts decreased $38.7 million, or 28.5% from $136.1 million at December 31, 2022 to $97.4 million at September 30, 2023.
•Interest bearing checking accounts decreased $8.4 million, or 29.2% from $28.9 million at December 31, 2022 to $20.5 million at September 30, 2023.
FHLB advances increased $50.0 million, or 28.7% from $174.0 million at December 31, 2022 to $224.0 million at September 30, 2023.
Total shareholders' equity increased $2.8 million, or 1.7% to $165.5 million as of September 30, 2023 from $162.7 million as of December 31, 2022. This increase is primarily the result of earnings of $3.7 million partially offset by a $677,000 reduction in retained earnings related to the adoption of CECL and a $589,000 reduction in additional paid-in capital due to share repurchases.
ASSET QUALITY
Asset quality remains strong. The allowance for credit losses in total and as a percentage of total loans as of September 30, 2023 was $8.3 million and 0.82%, respectively, as compared to $7.2 million and 0.81%, respectively, as of December 31, 2022. For the nine months ended September 30, 2023 the Company recorded net charge offs of $0. For the nine months ended September 30, 2022 the Company recorded net recoveries of $1,000. Total non-performing assets were $1.2 million, or 0.10%, of total assets as of September 30, 2023 and $656,000, or 0.06%, of total assets as of December 31, 2022.
Company Profile
ECB Bancorp, Inc. is headquartered in Everett, Massachusetts and is the holding company for Everett Co-operative Bank. The Bank provides financial services to individuals, families, municipalities and businesses through its three full-service branch offices located in Everett, Lynnfield and Woburn, Massachusetts. The Company's common stock is traded on the NASDAQ Capital Market under the symbol "ECBK." For more information, visit the Company's website at www.everettbank.com.
Forward-looking statements
Certain statements herein constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on the beliefs and expectations of management, as well as the assumptions made using information currently available to management. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions. As a result, actual results may differ from those contemplated by these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, the Company's ability to continue to increase loans and deposit growth, legislative and regulatory changes that adversely affect the businesses in which the Company is engaged and changes in the securities market. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking statements, whether in response to new information, future events or otherwise, except as may be required by law.
ECB Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
September 30, 2023(unaudited) and December 31, 2022
(in thousands except share data)
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September 30, 2023 |
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December 31, 2022 |
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ASSETS |
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Cash and due from banks |
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$ |
3,430 |
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$ |
3,123 |
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Short-term investments |
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93,957 |
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58,927 |
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Total cash and cash equivalents |
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97,387 |
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62,050 |
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Interest-bearing time deposits |
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— |
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300 |
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Investments in available-for-sale securities (at fair value) |
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5,006 |
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5,001 |
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Investments in held-to-maturity securities, at cost (fair values of $65,844 at September 30, 2023 (unaudited) and $69,707 at December 31, 2022) |
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74,869 |
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77,591 |
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Loans, net of allowance for credit losses of $8,292 as of September 30, 2023 (unaudited) and $7,200 as of December 31, 2022 |
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997,359 |
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885,674 |
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Federal Home Loan Bank stock, at cost |
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9,571 |
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7,293 |
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Premises and equipment, net |
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3,729 |
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3,698 |
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Accrued interest receivable |
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3,390 |
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2,632 |
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Deferred tax asset, net |
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4,687 |
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4,344 |
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Bank-owned life insurance |
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14,367 |
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14,067 |
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Other assets |
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3,397 |
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1,812 |
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Total assets |
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$ |
1,213,762 |
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$ |
1,064,462 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Deposits: |
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Noninterest-bearing |
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$ |
84,785 |
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$ |
84,903 |
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Interest-bearing |
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727,746 |
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633,246 |
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Total deposits |
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812,531 |
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718,149 |
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Federal Home Loan Bank advances |
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224,000 |
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174,000 |
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Other liabilities |
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11,719 |
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9,583 |
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Total liabilities |
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1,048,250 |
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901,732 |
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Shareholders' Equity: |
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Preferred Stock, par value $0.01; Authorized: 1,000,000 shares; Issued and outstanding: 0 shares and 0 shares, respectively |
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— |
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— |
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Common Stock, par value $0.01; Authorized: 30,000,000 shares; Issued and outstanding: 9,195,989 shares and 9,175,247 shares, respectively |
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92 |
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92 |
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Additional paid-in capital |
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88,807 |
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89,286 |
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Retained earnings |
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83,066 |
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80,076 |
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Accumulated other comprehensive income |
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246 |
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249 |
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Unallocated common shares held by the Employee Stock Ownership Plan |
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(6,699 |
) |
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(6,973 |
) |
Total shareholders' equity |
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165,512 |
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162,730 |
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Total liabilities and shareholders' equity |
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$ |
1,213,762 |
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$ |
1,064,462 |
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Shareholders' Equity Ratios |
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Book value per common share |
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$ |
18.00 |
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$ |
17.74 |
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Regulatory Capital Ratios (Everett Co-operative Bank) |
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Total capital to risk weighted assets |
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16.40 |
% |
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16.40 |
% |
Tier 1 capital to risk weighted assets |
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15.34 |
% |
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15.49 |
% |
Tier 1 capital to average assets |
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11.14 |
% |
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13.89 |
% |
ECB Bancorp, Inc. and Subsidiary
Consolidated Statements of Income
(unaudited)
(in thousands except share data)
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Interest and dividend income: |
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Interest and fees on loans |
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$ |
12,313 |
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$ |
7,150 |
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$ |
35,362 |
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$ |
18,095 |
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Interest and dividends on securities |
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|
723 |
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|
360 |
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1,950 |
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|
1,022 |
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Other interest income |
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1,130 |
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|
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251 |
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2,567 |
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|
355 |
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Total interest and dividend income |
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14,166 |
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7,761 |
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39,879 |
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19,472 |
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Interest expense: |
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Interest on deposits |
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5,843 |
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1,025 |
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14,815 |
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2,332 |
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Interest on Federal Home Loan Bank advances |
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2,237 |
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|
197 |
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6,213 |
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|
310 |
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Total interest expense |
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8,080 |
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|
1,222 |
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|
21,028 |
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|
|
2,642 |
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Net interest and dividend income |
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6,086 |
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|
6,539 |
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18,851 |
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16,830 |
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(Benefit) provision for credit losses |
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(184 |
) |
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|
925 |
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|
696 |
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|
1,800 |
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Net interest and dividend income after (benefit) provision for credit losses |
|
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6,270 |
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|
5,614 |
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18,155 |
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15,030 |
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Noninterest income: |
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Customer service fees |
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123 |
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114 |
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371 |
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326 |
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Income from bank-owned life insurance |
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175 |
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|
90 |
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|
372 |
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|
731 |
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Net gain on sales of loans |
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9 |
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16 |
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13 |
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84 |
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Other income |
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15 |
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8 |
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35 |
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|
28 |
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Total noninterest income |
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322 |
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|
228 |
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|
791 |
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|
1,169 |
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Noninterest expense: |
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Salaries and employee benefits |
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2,914 |
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2,679 |
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8,623 |
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6,960 |
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Director compensation |
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139 |
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|
108 |
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|
379 |
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|
|
325 |
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Occupancy and equipment expense |
|
|
243 |
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|
|
190 |
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|
|
695 |
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|
561 |
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Data processing |
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275 |
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|
222 |
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|
|
810 |
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|
|
624 |
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Computer software and licensing fees |
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|
88 |
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|
|
78 |
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|
|
216 |
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|
|
180 |
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Advertising and promotions |
|
|
201 |
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|
|
236 |
|
|
|
576 |
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|
|
511 |
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Professional fees |
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|
304 |
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|
|
176 |
|
|
|
962 |
|
|
|
560 |
|
Federal Deposit Insurance Corporation deposit insurance |
|
|
206 |
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|
|
54 |
|
|
|
613 |
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|
|
163 |
|
Charitable contribution |
|
|
7 |
|
|
|
3,214 |
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|
|
17 |
|
|
|
3,249 |
|
Other expense |
|
|
434 |
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|
|
346 |
|
|
|
1,125 |
|
|
|
928 |
|
Total noninterest expense |
|
|
4,811 |
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|
|
7,303 |
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|
|
14,016 |
|
|
|
14,061 |
|
Income (loss) before income tax expense |
|
|
1,781 |
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|
|
(1,461 |
) |
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|
4,930 |
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|
|
2,138 |
|
Income tax expense (benefit) |
|
|
440 |
|
|
|
(426 |
) |
|
|
1,263 |
|
|
|
394 |
|
Net income (loss) |
|
$ |
1,341 |
|
|
$ |
(1,035 |
) |
|
$ |
3,667 |
|
|
$ |
1,744 |
|
Share data: |
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Weighted average shares outstanding, basic |
|
|
8,486,577 |
|
|
|
8,445,615 |
|
|
|
8,485,936 |
|
|
|
8,445,615 |
|
Weighted average shares outstanding, diluted |
|
|
8,486,577 |
|
|
|
8,445,615 |
|
|
|
8,485,936 |
|
|
|
8,445,615 |
|
Basic earnings (loss) per share |
|
$ |
0.16 |
|
|
$ |
(0.12 |
) |
|
$ |
0.43 |
|
|
$ |
0.21 |
|
Diluted earnings (loss) per share |
|
$ |
0.16 |
|
|
$ |
(0.12 |
) |
|
$ |
0.43 |
|
|
$ |
0.21 |
|
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