EVANS BANCORP INC
10-Q, 1997-05-14
NATIONAL COMMERCIAL BANKS
Previous: SIGMA 7 PRODUCTS INC, 10QSB, 1997-05-14
Next: LYONDELL PETROCHEMICAL CO, 10-Q, 1997-05-14



<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   (Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For quarterly period ended March 31, 1997
                                --------------

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                For the transition period from        to 
                                               ------    ------ 

                         Commission file number 0-18539
                                                -------

                               EVANS BANCORP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             New York                                16-1332767
- -----------------------------------          ----------------------------
  (State of other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                 Identification No.)

                 14-16 North Main Street, Angola, New York 14006
                 -----------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (716) 549-1000
                 ------------------------------------------------
                           (Issuer's telephone number)

                                 Not applicable
                 ------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report.)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Exchange Act during the past
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:

         State the number of shares outstanding of each of the issuer's classes
 of common equity, as of the latest practicable date:

Common Stock, $2.50 Par Value--339,790 shares as of March 31, 1997


<PAGE>   2



                                      INDEX

                       EVANS BANCORP, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
                                                                           PAGE

PART 1.   FINANCIAL INFORMATION
- -------------------------------
<S>              <C>                                                      <C>
Item 1.           Financial Statements (Unaudited)

                  Consolidated balance sheets--March 31, 1997 and
                  December 31, 1996                                        1

                  Consolidated statements of income--Three months
                  ended March 31, 1997 and 1996                            2

                  Consolidated statements of cash flows--Three months
                  ended March 31, 1997 and 1996                            3

                  Notes to consolidated financial statements--
                  March 31, 1997 and 1996                                  5

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      6

PART II.  OTHER INFORMATION                                                7
- ---------------------------

Item 1.           Legal Proceedings
Item 2.           Changes In Securities
Item 3.           Defaults upon Senior Securities
Item 4.           Submission of Matters to a Vote of Security Holders
Item 5.           Other Information
Item 6.           Exhibits and Reports on Form 8-K

SIGNATURES                                                                 8
</TABLE>
<PAGE>   3

     PART I - FINANCIAL INFORMATION                                PAGE 1
     ITEM I - FINANCIAL STATEMENTS


<TABLE>
                       EVANS BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                      March 31, 1997 and December 31, 1996
                                   (Unaudited)
<CAPTION>
                                                                      March 31,               December 31,
                     ASSETS                                             1997                       1996
                                                                  --------------              -------------
<S>                                                              <C>                         <C>          
     Cash and due from banks                                      $   5,353,187               $   5,662,231
     Interest bearing deposits in other banks                                 0                           0
     Federal Funds sold                                               3,410,000                   1,450,000
     Securities:
       Classified as available-for-sale, at fair value               35,982,861                  30,201,120
       Classified as held-to-maturity, at amortized cost              5,860,542                   5,853,204
     Loans, net                                                      94,212,725                  92,087,902
     Premises and equipment, net                                      3,833,263                   3,748,663
     Other assets                                                     2,308,325                   1,894,937
                                                                  -------------               -------------

                                                                  $ 150,960,903               $ 140,898,057
                                                                  =============               =============
         LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Deposits:
       Demand                                                     $  20,716,750               $  20,149,152
       NOW and money market accounts                                  6,928,037                   6,437,613
       Regular savings                                               45,662,334                  42,136,290
       Time Deposits, $100,000 and over                              19,613,481                  14,096,821
       Other time accounts                                           40,656,532                  40,641,503
                                                                  -------------               -------------

                                                                    133,577,134                 123,461,379
     Dividend Payable                                                         0                     169,895
     Other liabilities                                                1,787,259                   1,756,700
                                                                  -------------               -------------

                                                                    135,364,393                 125,387,974
                                                                  -------------               -------------

STOCKHOLDERS' EQUITY
     Common Stock, $2.50 par value; 1,000,000
       shares authorized; 339,790 and 339,790
       shares issued and outstanding                                    849,475                     849,475
     Surplus                                                         10,990,720                  10,990,720
     Retained earnings                                                4,130,204                   3,692,659
     Unrealized losses on  available for sale securities               (373,889)                    (22,771)
                                                                  -------------               -------------

                                                                     15,596,510                  15,510,083
                                                                  -------------               -------------

                                                                  $ 150,960,903               $ 140,898,057
                                                                  =============               =============
</TABLE>

               See Notes to Consolidated Financial Statements.


<PAGE>   4
     PART I - FINANCIAL INFORMATION                                     PAGE 2
     ITEM I - FINANCIAL STATEMENTS

<TABLE>
                       EVANS BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
               For the Three Months ended March 31, 1997 and 1996
                                   (Unaudited)
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                         1997                        1996
                                                      ----------                   -----------
<S>                                                   <C>                          <C>       
INTEREST INCOME
     Loans                                            $2,098,404                   $1,761,111
     Federal funds sold                                   41,564                       68,528
     Securities:
       Taxable                                           362,045                      348,948
       Non-taxable                                       199,148                      195,624
     Deposits in other banks                                   0                        7,828
                                                      ----------                   ----------

                                                       2,701,161                    2,382,039

INTEREST EXPENSE
     Interest on Deposits                              1,107,429                      943,981
     Short Term Borrowing                                    199                            0
                                                      ----------                   ----------
NET INTEREST INCOME                                    1,593,533                    1,438,058

PROVISION FOR CREDIT LOSSES                               15,000                       15,000
                                                      ----------                   ----------
NET INTEREST INCOME AFTER
     PROVISION FOR CREDIT LOSSES                       1,578,533                    1,423,058
                                                      ----------                   ----------

NON-INTEREST INCOME:
     Service charges                                     162,619                      162,185
     Other                                                70,681                       69,457
     Securities Gains and Losses                             374                        2,695
                                                      ----------                   ----------
                                                         233,674                      234,337
                                                      ----------                   ----------

NON-INTEREST EXPENSE:
     Salaries and employee benefits                      629,061                      632,101
     Occupancy                                           186,180                      135,518
     Supplies                                             21,378                       25,846
     Repairs and maintenance                              37,530                       38,065
     Advertising and public relations                     28,129                       38,466
     Professional services                                54,819                       54,393
     FDIC assessments                                      2,592                          500
     Other                                               214,157                      214,574
                                                      ----------                   ----------

                                                       1,173,846                    1,139,463
                                                      ----------                   ----------

              Income before income taxes                 638,361                      517,932
                                                      ----------                   ----------

PROVISION FOR INCOME TAXES                               200,816                      151,185
                                                      ----------                   ----------

NET INCOME                                            $  437,545                   $  366,747
                                                      ==========                   ==========

NET INCOME PER COMMON SHARE                           $     1.29                   $     1.08
                                                      ==========                   ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES                 339,790                      339,790
                                                      ==========                   ==========


</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>   5

     PART I - FINANCIAL INFORMATION                                   PAGE 3
     ITEM I - FINANCIAL STATEMENTS
<TABLE>
                       EVANS BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)
<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                                     1997               1996
                                                                ------------       ------------
<S>                                                            <C>                <C>       
OPERATING ACTIVITIES
     Interest received                                            $2,402,873         $2,239,982
     Fees and commissions received                                   243,468            258,413
     Interest paid                                                (1,090,095)          (926,410)
     Cash paid to suppliers and employees                         (1,148,463)        (1,092,103)
     Income taxes paid                                               (53,250)           (77,615)
                                                                ------------       ------------

                     Net cash provided by operating
                       activities                                    354,533            402,267
                                                                ------------       ------------


INVESTING ACTIVITIES
     Available for sale securities
        Purchases                                                (13,498,292)        (3,601,011)
        Proceeds from sales                                        6,961,774          1,976,041
        Proceeds from maturities                                     208,332          2,031,789
     Held to maturity securities
        Purchases                                                   (280,754)          (111,104)
        Proceeds from sales                                                0                  0
        Proceeds from maturities                                     283,463            173,674
     Additions to bank premises and equipment                       (183,922)          (473,961)
     Increase in loans, net of repayments                         (2,411,135)        (2,744,819)
     Proceeds from sales of loans                                    271,098            896,343
                                                                ------------       ------------

                     Net cash used in investing activities        (8,649,436)        (1,853,048)
                                                                ------------       ------------


FINANCING ACTIVITIES
     Increase in deposits                                         10,115,754         10,264,569
     Cash Dividends Paid                                            (169,895)                 0
                                                                ------------       ------------

                     Net cash provided by financing
                       activities                                  9,945,859         10,264,569
                                                                ------------       ------------


Net increase in cash and cash
     equivalents                                                   1,650,956          8,813,788

Cash and cash equivalents, January 1                               7,112,231          6,443,256
                                                                ------------       ------------

Cash and cash equivalents, March 31                               $8,763,187        $15,257,044
                                                                ============       ============

</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>   6

     PART I - FINANCIAL INFORMATION                                     PAGE 4
     ITEM I - FINANCIAL STATEMENTS
<TABLE>

                       EVANS BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)

                                                                     Three Months Ended
                                                                          March 31,
                                                                   1997             1996
                                                                 ---------       ---------
<S>                                                          <C>               <C>
RECONCILIATION OF NET INCOME TO NET CASH
     PROVIDED BY OPERATING ACTIVITIES:
     Net income                                                   $437,545        $366,747
                                                                 ---------       ---------

     Adjustments to reconcile net income to net
       cash provided by operating activities:
       Depreciation and amortization                                59,577          62,714
       Provision for credit losses                                  15,000          15,000
       Gain on sale of assets                                       (2,410)        (11,690)
       Increase in accrued interest payable                         17,533          17,571
       Increase in accrued interest receivable                    (252,357)       (129,431)
       Increase  in other liabilities                              153,776          89,120
       Increase in other assets                                    (74,131)         (7,764)
                                                                 ---------       ---------

     Total adjustments                                             (83,012)         35,520
                                                                 ---------       ---------

NET CASH PROVIDED BY
OPERATING ACTIVITIES                                              $354,533        $402,267
                                                                 =========       =========

SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:

Transfers of available for sale securities to  held                                  
to maturity securities                                                  $0              $0
                                                                 ---------       ---------

Net unrealized gain/(loss) on available for sale securities      ($549,839)      ($139,917)
                                                                 =========       =========

</TABLE>


See Notes to Consolidated Financial Statements.


<PAGE>   7



PART I - FINANCIAL INFORMATION                                         PAGE 5
ITEM 1 - FINANCIAL STATEMENTS

                       EVANS BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 1997 AND 1996
                                   (UNAUDITED)

1.      GENERAL
        -------

        The accounting and reporting policies followed by Evans Bancorp, Inc., a
        bank holding company, and its subsidiary, Evans National Bank, in the
        preparation of the accompanying interim financial statements conform
        with generally accepted accounting principles and with general practice
        within the banking industry.

        The accompanying financial statements are unaudited. In the opinion of
        management, all adjustments necessary for a fair presentation of
        financial position and results of operations for the interim periods
        have been made. Such adjustments are of a normal recurring nature.

        The results of operations for the three month period ending March 31,
        1997 are not necessarily indicative of the results to be expected for
        the full year.

2.      SECURITIES
        ----------

        In 1994 the Bank implemented accounting procedures for securities as
        outlined in Statement of Financial Accounting Standard No. 115.
        Securities which the Bank has the ability and intent to hold to maturity
        are stated at cost, plus discounts accrued and less premiums amortized.
        Securities which the Bank has identified as available for sale are
        stated at fair value.

3.      ALLOWANCE FOR CREDIT LOSSES
        ---------------------------

        The provision for credit losses is based on management's evaluation of
        the relative risks inherent in the loan portfolio and, on an annual
        basis, generally exceeds the amount of net loan losses charged against
        the allowance.

4.      INCOME TAXES
        ------------

        Provision for deferred income taxes are made as a result of timing
        differences between financial and taxable income. These differences
        relate principally to directors deferred compensation, pension premiums
        payable and deferred loan origination expenses.

5.      PER SHARE DATA
        --------------

        The per share of common stock information is based upon the weighted
        average number of shares outstanding during each period, retroactively
        adjusted for stock dividends.


<PAGE>   8



PART I - FINANCIAL INFORMATION                                          PAGE 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS


MATERIAL CHANGES IN FINANCIAL CONDITION
- ---------------------------------------

        Total deposits increased 8.2% during the first three months of 1997.
This compares to an increase of 9.4% during the first three months of 1996. Tax
collections in local municipalities traditionally contribute to significant
increases in total deposits in the first quarter. Time deposits over $100,000
have increased 39.1% since December 31, 1996, as municipalities have placed
funds in short-term time deposits. Deposit increases also reflect the expansion
of the Bank's trade area to include the Hamburg, NY market and increased
activity at the Evans, NY facility since its May, 1996 opening.

        Total net loans outstanding increased 2.3% during the first three months
of 1997, compared to an increase of 2.4% over the same period in 1996. Loan
demand has been strong since late 1995 and the commercial mortgage portfolio has
continued to grow significantly. During the first quarter of 1996, consumer
loans totalling $269 thousand were sold to the Student Loan Marketing
Association ("SLMA") and the Federal National Mortgage Association ("FNMA"). A
total of $887 thousand in loans were sold in the first quarter of 1996.

        The securities portfolio increased $5.8 million or 16.1% during the
first quarter of 1997. During the first quarter of 1996, the portfolio declined
$884 thousand or 2.3%. Since deposit growth outpaced loan growth in the first
quarter of 1997, excess funds were invested in US government and agency
securities and New York State municipal bonds. These bonds provide liquidity and
cash flow, and contribute to improved tax status. The Bank also purchased
additional stock in the Federal Home Loan Bank as part of its membership
requirement. The fair value of the available for sale portfolio declined at
March 31, 1997 as the market reacted to the 25 basis point increase in the Fed
funds rate on March 26.

        The annualized return on average assets at March 31, 1997 was 1.21%. The
return on average assets at December 31, 1996 was 1.20%. The Bank's annualized
return on average equity at March 31, 1997 was 11.22% compared to 10.72% at
December 31, 1996. The capital to assets ratio at March 31, 1997 of 10.89%
compares to 11.37% at December 31, 1996. Total assets have increased $10.1
million or 7.1% since December 31, 1996.

MATERIAL CHANGES IN THE RESULTS OF OPERATIONS
- ---------------------------------------------

        Net interest income for the quarter ending March 31, 1997 increased
10.8% over the same three month period in 1996. Interest income on loans and
securities increased 13.4%. Interest expense on deposits increased 17.3%. The
Bank's year-to-date net interest margin was 4.67%, declining slightly from 4.71%
as of March 1996. The year-to-date yield on total earning assets was 8.29% as of
March 31, 1997, increasing from 8.21% as of March 31, 1996. Yields on US
treasury securities and municipal bonds have been computed on a tax-equivalent
basis. Comparatively, the year-to-date cost of funds on interest-bearing deposit
balances at March 31, 1997 was 4.11% increasing from 3.97% in March 1996. This
is largely due to the change in the deposit mix as customers migrated out of
regular savings products into higher yielding certificates.

        The year-to-date provision for credit losses was $15,000 through March
31, 1997. The provision was also $15,000 for the same period last year.
Management remains confident in the loan portfolio and in the overall adequacy
of the reserve for credit losses in relation to the quality and size of the loan
portfolio.

        Net operating expenses increased 3.0% for the quarter compared to the
first quarter of 1996. This compares with a 10% increase in the first quarter of
1996 over the first quarter of 1995. The increase in 1996 over 1995 was the
result of the initial phase of the $2.5 million expansion plan. In 1996,
occupancy expense increased 37.4% over the first quarter of 1996 due to the
second phase of that plan, which included the opening of a newly-constructed
facility in Evans, NY in May of 1996 and the renovation of the Main Street,
Angola building. These costs have also increased due to the Bank's investment in
technologically up-to-date check processing equipment and a new mainframe
computer system. Salaries and benefits, supplies, repairs and maintenance and
advertising decreased from levels recorded at March 31, 1996 and other
categories such as professional services and FDIC insurance assessments showed
only minimal increases.

        Net income for the first quarter of $438 thousand reflects an increase
of 19.3% over the first quarter of 1996. The effective combined income tax rate
for the first three months of 1996 was 31.5% compared to 29.2% for the same
period in 1996.


<PAGE>   9



PART II - OTHER INFORMATION                                             PAGE 7
- ---------------------------

ITEM 1.         Legal Proceedings - None to report

ITEM 2.         Changes in Securities

                On May 1, 1997, the Registrant filed an amendment to its
                Certificate of Incorporation which effected a 5-for-1 stock
                split pursuant to which each share of outstanding common stock
                (par value $2.50 per share) was split into five shares of common
                stock (par value $.50 per share). The Amendment also increased
                the authorized number of shares of common stock to 10,000,000,
                par value $.50 per share.

ITEM 3.         Defaults upon Senior Securities - None to report

ITEM 4.         Submission of Matters To a Vote of Security Holders

                The annual shareholders meeting for the Registrant was held on
                April 29, 1997. At the meeting, Richard M. Craig, LaVerne G.
                Hall and Richard C. Stevenson were re-elected as directors for a
                term of three (3) years. The following votes were cast for the
                nominees:
                                                    FOR             AGAINST

                Richard M. Craig                  266,638            1,479
                LaVerne G. Hall                   267,400              717
                Richard C. Stevenson              254,597           13,125
                Edward R. Gerecke, Jr.                930

                The following directors continue their terms of office:

                Robert W. Allen
                William F. Barrett
                Phillip Brothman
                David C. Koch
                David M. Taylor
                Carl F. Ulmer

                At the same meeting, the shareholders also approved an amendment
                to the Registrant's Certificate of Incorporation to effect a
                5-for-1 stock split of the Registrant's common stock shares and
                to increase the authorized number of common stock shares to
                10,000,000, par value $.50 per share. The results of the voting
                were 267,155 in favor and 839 against this proposal, with 123
                abstaining.

ITEM 5.         Other Information:

                A cash dividend of $.50 per share was paid on February 1, 1997
                to holders of record on November 26, 1996. A total of $169,895
                was paid on 339,790 shares.

ITEM 6.         Exhibits and Reports on form 8-K - None to report

                The following Exhibits are filed as part of this Report:

                Exhibit No.             Description                 Page
                -----------             -----------                 ----

                    3.3                Amendment to                   9
                               Certificate of Incorporation

                    4.1          Specimen Stock Certificate          12
                                  Common Shares, par value
                                       $.50 per share

                    27             Financial Data Schedule           15


<PAGE>   10



                                                                       PAGE 8

                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.

                           Evans Bancorp, Inc.

DATE
May 13, 1997                           /Richard M. Craig
                                       ------------------------------------
                                       Richard M. Craig
                                       President and Chief Executive Officer

DATE
May 13, 1997                           /James Tilley
                                       ------------------------------------
                                       James Tilley
                                       Senior Vice President



<PAGE>   1

                                                                          Page 9

                                   EXHIBIT 3.3


<PAGE>   2

                                CERTIFICATE OF AMENDMENT

                                            OF

                              CERTIFICATE OF INCORPORATION

                                            OF

                                    EVANS BANCORP, INC

                  UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                     We, the undersigned, the President and Secretary of
          Evans Bancorp, Inc. (hereinafter called the "Corporation") hereby
          certify:

                     FIRST: The name of the Corporation is Evans Bancorp,
          Inc,

                     SECOND: The original Certificate of Incorporation was
          filed with the Department of State on October 28, 1988,

                     THIRD: The Certificate of Incorporation is amended as
          authorized by Section 801 of the Business Corporation Law to
          effectuate a 5-for-1 stock split and to increase the number of
          authorized shares of common stock.

                     FOURTH: Article 4 of the Certificate of Incorporation
          is amended to read as follows:

                          "4, Number of Shares, The aggregate number
                          of shares which the Corporation shall have
                          authority to issue is: Ten Million
                          (10,000,000) shares, all of which shall be
                          common shares of the par value of 50 cents
                          ($.50) each."

                     FIFTH:  The Corporation presently has 1,000,000 common
          shares, par value $2.50 each, authorized, of which 339,790
          shares, par value $2.50, are issued and outstanding. The 339,790
          shares, par value $2.50, which are presently issued and
          outstanding shall be converted into 1,698,950 shares, par value
          $.50 each, at the rate of five shares, par value $.50, for each
          one share, par value $2.50, presently issued and outstanding.
          The 660,210 authorized but unissued shares, par value $2.50 per
          share, shall also be converted into 3,301,050 shares, par value
          $.50 per share, at the rate of five shares, par value $.50 each,
          for each one share, par value $2.50, and the total number of
          authorized, but unissued shares shall be increased to 8,301,050,
          par value $.50 each.

<PAGE>   3


                                      -2-

                     SIXTH:  The foregoing Amendment of the Certificate of
        Incorporation was first authorized by a majority of the Directors 
        of the Corporation at a meeting duly called and then followed
        by the vote of the holders of more than a majority of the shares
        entitled to vote at a meeting of shareholders.

                     IN WITNESS WHEREOF, the undersigned have subscribed this 
        Certificate and affirmed that the statements contained herein are true 
        under the penalties of perjury on this 29th day of April, 1997.



                                            /S/ Richard M. Craig
                                            --------------------------------
                                            Richard M. Craig, President


                                            /S/ Robert W. Allen
                                            --------------------------------
                                            Robert W. Allen, Secretary



<PAGE>   1

                                                                       Page 12

                                   EXHIBIT 4.1

<PAGE>   2
                             EVANS BANCORP, INC.

             INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

    NUMBER                                                            SHARES
CA

COMMON CAPITAL STOCK                              CUSIP 29911Q 20 8
                                          SEE REVERSE FOR CERTAIN DEFINITIONS


THIS IS TO CERTIFY that



is the owner of



       FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON CAPITAL STOCK
                             (PAR VALUE $.50) OF

EVANS BANCORP, INC., hereinafter called the "corporation", transferable on the
books of the corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not valid unless countersigned and registered by the Transfer Agent and 
Registrar.

WITNESS the facsimile seal of the corporation and the facsimile signatures of
its authorized officers.

EVANS BANCORP INC. SEAL

                Dated:  /s/ Robert W. Allen       /s/ Richard M. Craig
                            Secretary                    President



SPECIMEN ONLY


COUNTERSIGNED AND REGISTERED:
  AMERICAN STOCK TRANSFER & TRUST COMPANY

                                        Transfer Agent
                                        and Registrar
BY
                              Authorized Signature


<PAGE>   3

        The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                   <C>
TEN COM - as tenants in common         UNIF GIFT MIN ACT -           Custodian
                                                          -----------------------------
                                                          (Cust)                (Minor)
TEN ENT - as tenants by the entireties                    under Uniform gifts to Minors

JT TEN  - as joint tenants with right                     Act 
          of survivorship and not as                         --------------------------
          tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.
</TABLE>

        For Value Received, __________________ hereby sell, assign and 
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
 ____________________________________
|                                    |
|____________________________________|

_______________________________________________________________________________
                 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
                    INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

________________________________________________________________________ Shares
of the Common Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint


______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.


Dated ________________


                        ________________________________________________________
                        NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                        WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                        CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
                        ENLARGEMENT OR ANY CHANGE WHATEVER.

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION 
EXTRACTED FROM EVANS BANCORP BALANCE SHEET AND INCOME 
STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000842518
<NAME> EVANS BANCORP INC.
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       5,353,187
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                             3,410,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 35,982,861
<INVESTMENTS-CARRYING>                       5,860,542
<INVESTMENTS-MARKET>                                 0
<LOANS>                                     94,212,725
<ALLOWANCE>                                  (559,686)
<TOTAL-ASSETS>                             150,960,903
<DEPOSITS>                                 133,577,134
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                          1,787,259
<LONG-TERM>                                          0
<COMMON>                                       849,475
                                0
                                          0
<OTHER-SE>                                  14,747,035
<TOTAL-LIABILITIES-AND-EQUITY>             150,960,903
<INTEREST-LOAN>                              2,098,404
<INTEREST-INVEST>                              561,193
<INTEREST-OTHER>                                41,564
<INTEREST-TOTAL>                             2,701,161
<INTEREST-DEPOSIT>                           1,107,429
<INTEREST-EXPENSE>                           1,107,628
<INTEREST-INCOME-NET>                        1,593,533
<LOAN-LOSSES>                                   15,000
<SECURITIES-GAINS>                                 374
<EXPENSE-OTHER>                              1,173,846
<INCOME-PRETAX>                                638,361
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   437,545
<EPS-PRIMARY>                                     1.29
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                    8.29
<LOANS-NON>                                    209,432
<LOANS-PAST>                                    54,996
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                               546,954
<CHARGE-OFFS>                                    6,007
<RECOVERIES>                                     3,739
<ALLOWANCE-CLOSE>                              559,686
<ALLOWANCE-DOMESTIC>                            15,000
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission