EVANS BANCORP INC
10-Q, 1999-08-11
NATIONAL COMMERCIAL BANKS
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<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    June 30, 1999

[ ]      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 (x) whether the issuer (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 equity, as of the latest practicable date:

Common Stock, $.50 Par Value--1,698,950 shares as of July 31, 1999


<PAGE>   2



                                      INDEX


                       EVANS BANCORP, INC. AND SUBSIDIARY
                                                                            PAGE

PART 1.   FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Consolidated balance sheets--June 30, 1999 and
        December 31, 1998                                                      1

        Consolidated statements of income--Three months
        ended June 30, 1999 and 1998                                           2

        Consolidated statements of income--Six months                          3
        ended June 30, 1999 and 1998

        Consolidated statements of cash flows--Six months                      4
        ended June 30, 1999 and 1998

        Notes to consolidated financial statements--
        June 30, 1999 and 1998                                                 6

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                    7

Item 3. Quantative and Qualitative Disclosures About Market Risks              9


PART II.  OTHER INFORMATION                                                   10


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                                                                    11



<PAGE>   3
     PART I - FINANCIAL INFORMATION                                       PAGE 1
     ITEM I - FINANCIAL STATEMENTS


                                     EVANS BANCORP, INC. AND SUBSIDIARY
                                         CONSOLIDATED BALANCE SHEETS
                                     June 30, 1999 and December 31, 1998
                                                 (Unaudited)
<TABLE>
<CAPTION>

                                                                                                 June 30,           December 31,
              ASSETS                                                                               1999                 1998
                                                                                              -------------           -------------

<S>                                                                                           <C>                     <C>
     Cash and due from banks                                                                  $   6,887,579           $   7,300,780
     Federal Funds sold                                                                           3,075,000                       0
     Securities:
       Classified as available-for-sale, at fair value                                           53,035,121              45,969,587
       Classified as held-to-maturity, at amortized cost                                          4,668,303               4,090,385
     Loans, net                                                                                 109,042,649             110,526,449
     Properties and equipment, net                                                                3,709,777               3,696,658
     Other assets                                                                                 3,328,710               2,536,371
                                                                                              -------------           -------------

     TOTAL ASSETS                                                                             $ 183,747,139           $ 174,120,230
                                                                                              =============           =============

      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
    Deposits:
     Demand                                                                                   $  29,113,344           $  25,857,037
     NOW and money market accounts                                                                7,735,656               7,554,104
     Regular savings                                                                             56,888,707              47,676,615
     Time Deposits, $100,000 and over                                                            21,560,332              24,208,290
     Other time accounts                                                                         40,937,929              38,787,590
                                                                                              -------------           -------------

                                                                                                156,235,968             144,083,636
    Federal Funds Purchased                                                                               0               2,225,000
    Other Borrowed Funds                                                                          5,000,000               7,000,000
    Other liabilities                                                                             4,180,937               2,188,181
                                                                                              -------------           -------------

     TOTAL LIABILITIES                                                                          165,416,905             155,496,817
                                                                                              =============           =============



STOCKHOLDERS' EQUITY
    Common Stock, $.50 par value; 10,000,000 shares authorized;
    1,698,950 shares issued                                                                         849,475                 849,475
    Capital surplus                                                                              10,990,720              10,990,720
    Retained earnings                                                                             6,962,950               6,400,764
    Unrealized gains on available for sale securities                                              (472,911)                443,308
                                                                                              -------------           -------------
                                                                                                 18,330,234              18,684,267
    Less: Treasury Stock, at cost (2,419 shares)                                                          0                 (60,854)
                                                                                              -------------           -------------
    Total Stockholders' equity                                                                   18,330,234              18,623,413

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                $ 183,747,139           $ 174,120,230
                                                                                              =============           =============
</TABLE>
See Notes to Consolidated Financial Statements.

<PAGE>   4

     PART I - FINANCIAL INFORMATION                                       PAGE 2
     ITEM I - FINANCIAL STATEMENTS

                       EVANS BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                For the Three Months ended June 30, 1999 and 1998
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                       Three Months Ended
                                                                                                             June 30,
                                                                                                1999                       1998
                                                                                            -----------                 ----------
<S>                                                                                         <C>                         <C>
INTEREST INCOME
     Loans                                                                                  $ 2,332,930                 $ 2,387,228
     Federal funds sold                                                                          54,107                       9,293
     Securities:
      Taxable                                                                                   423,054                     321,998
      Non-taxable                                                                               311,934                     264,618
                                                                                            -----------                 -----------

     Total Interest Income                                                                    3,122,025                   2,983,137

INTEREST EXPENSE
     Interest on Deposits                                                                     1,151,710                   1,176,624
     Short Term Borrowing                                                                        74,361                      37,345
                                                                                            -----------                 -----------
NET INTEREST INCOME                                                                           1,895,954                   1,769,168

PROVISION FOR LOAN LOSSES                                                                        45,000                      29,999
                                                                                            -----------                 -----------
NET INTEREST INCOME AFTER
     PROVISION FOR LOAN LOSSES                                                                1,850,954                   1,739,169
                                                                                            -----------                 -----------

NON-INTEREST INCOME:
     Service charges                                                                            169,710                     176,832
     Other                                                                                      102,667                      64,790
     Securities Gain(Loss)                                                                            0                      (1,284)
                                                                                            -----------                 -----------
     Total Non-interest Income                                                                  272,377                     240,338
                                                                                            -----------                 -----------

NON-INTEREST EXPENSE:
     Salaries and employee benefits                                                             773,501                     663,217
     Occupancy                                                                                  219,120                     188,995
     Supplies                                                                                    34,797                      28,399
     Repairs and maintenance                                                                     59,062                      47,307
     Advertising and public relations                                                            49,171                      34,802
     Professional services                                                                       62,969                      63,897
     FDIC assessments                                                                             4,087                       4,169
     Other                                                                                      291,195                     228,215
                                                                                            -----------                 -----------
     Total Non-interest Expense                                                               1,493,902                   1,259,001
                                                                                            -----------                 -----------
             Income before income taxes                                                         629,429                     720,506
                                                                                            -----------                 -----------
INCOME TAXES                                                                                    171,250                     209,000
                                                                                            -----------                 -----------
NET INCOME                                                                                  $   458,179                 $   511,506
                                                                                            ===========                 ===========
NET INCOME PER COMMON SHARE-BASIC                                                           $      0.27                 $      0.30
                                                                                            ===========                 ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES                                                      1,698,950                   1,698,950
                                                                                            ===========                 ===========
</TABLE>
See Notes to Consolidated Financial Statements.

<PAGE>   5
     PART I - FINANCIAL INFORMATION                                       PAGE 3
     ITEM I - FINANCIAL STATEMENTS

                       EVANS BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                 For the Six Months ended June 30, 1999 and 1998
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                      Six Months Ended
                                                                                                          June 30,
                                                                                                  1999                      1998
                                                                                               -----------                ----------
<S>                                                                                            <C>                        <C>
INTEREST INCOME
     Loans                                                                                     $4,661,556                 $4,697,627
     Federal Funds Sold                                                                            93,318                     40,257
     Securities
      Taxable                                                                                     777,535                    646,627
      Non-taxable                                                                                 607,338                    525,542
                                                                                               ----------                 ----------

     Total Interest Income                                                                      6,139,747                  5,910,053

INTEREST EXPENSE
     Interest on Deposits                                                                       2,271,794                  2,388,026
     Short Term Borrowing                                                                         158,236                     48,497
                                                                                               ----------                 ----------
NET INTEREST INCOME                                                                             3,709,717                  3,473,530

PROVISION FOR LOAN  LOSSES                                                                         80,000                     60,000
                                                                                               ----------                 ----------
NET INTEREST INCOME AFTER
     PROVISION FOR LOAN LOSSES                                                                  3,629,717                  3,413,530
                                                                                               ----------                 ----------

NON-INTEREST INCOME:
     Service charges                                                                              347,031                    348,030
     Other                                                                                        239,688                    137,349
     Securities Gains                                                                               1,064                      3,308
                                                                                               ----------                 ----------
     Total Non-interest Income                                                                    587,783                    488,687
                                                                                               ----------                 ----------

NON-INTEREST EXPENSE:
     Salaries and employee benefits                                                             1,513,121                  1,326,052
     Occupancy                                                                                    434,902                    380,493
     Supplies                                                                                      67,905                     59,513
     Repairs and maintenance                                                                      113,031                     92,635
     Advertising and public relations                                                              95,838                     61,802
     Professional services                                                                        126,111                    132,386
     FDIC Assessment                                                                                8,299                      8,294
     Other                                                                                        553,209                    444,499
                                                                                               ----------                 ----------
     Total Non-interest Expense                                                                 2,912,416                  2,505,674
                                                                                               ----------                 ----------
           Income before income taxes                                                           1,305,084                  1,396,543
                                                                                               ----------                 ----------
INCOME TAXES                                                                                      352,450                    394,700
                                                                                               ----------                 ----------
NET INCOME                                                                                     $  952,634                 $1,001,843
                                                                                               ==========                 ==========
NET INCOME PER COMMON SHARE-BASIC                                                              $     0.56                 $     0.59
                                                                                               ==========                 ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES                                                        1,698,950                  1,698,950
                                                                                               ==========                 ==========

</TABLE>
See Notes to Consolidated Financial Statements.

<PAGE>   6



    PART I - FINANCIAL INFORMATION                                        PAGE 4
    ITEM I - FINANCIAL STATEMENTS


                       EVANS BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                          Six Months Ended
                                                                                                              June 30,
                                                                                                     1999                   1998
                                                                                                -------------          -------------
<S>                                                                                             <C>                    <C>
OPERATING ACTIVITIES
     Interest received                                                                          $  6,101,106           $  5,547,030
     Fees and commissions received                                                                   559,856                536,503
     Interest paid                                                                                (2,449,218)            (2,367,240)
     Cash paid to suppliers and employees                                                         (2,791,423)            (2,163,468)
     Income taxes paid                                                                              (347,000)              (417,973)
                           Net cash provided by operating
                            activities                                                             1,073,321              1,134,852
                                                                                                ------------           ------------
INVESTING ACTIVITIES
     Available for sale securities
      Purchases                                                                                  (18,272,730)           (13,347,284)
      Proceeds from sales                                                                          2,842,567              6,219,849
      Proceeds from maturities                                                                     6,904,242              4,895,965
     Held to maturity securities
      Purchases                                                                                   (1,592,571)            (1,052,390)
      Proceeds from maturities                                                                     1,014,678              1,181,519
     Additions to properties and equipment                                                           (97,593)              (157,988)
     Decrease in loans, net of repayments                                                         (2,379,120)            (5,453,499)
     Proceeds from sales of loans                                                                  3,204,950              1,829,235
                                                                                                ------------           ------------
                             Net cash used in investing activities                                (8,375,577)            (5,884,593)
                                                                                                ------------           ------------
FINANCING ACTIVITIES
     Increase in deposits                                                                         12,152,332              1,086,075
     (Repayment)Purchase of Short Term Borrowing                                                  (1,858,669)             2,345,244
     Treasury Stock                                                                                   60,840
     Cash Dividends Paid                                                                            (390,448)              (288,822)
                                                                                                ------------           ------------
                              Net cash provided by financing
                               activities                                                          9,964,055              3,142,497
                                                                                                ------------           ------------
Net increase(decrease) in cash and cash
         equivalents                                                                               2,661,799             (1,607,244)
Cash and cash equivalents, January 1                                                               7,300,780             10,336,532
                                                                                                ------------           ------------
Cash and cash equivalents, June 30                                                              $  9,962,579           $  8,729,288
                                                                                                ============           ============

</TABLE>
See Notes to Consolidated Financial Statements.

<PAGE>   7

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

                                     EVANS BANCORP, INC. AND SUBSIDIARY
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                               For the Six Months Ended June 30, 1999 and 1998
                                                 (Unaudited)

<TABLE>
<CAPTION>


                                                                                                        Six Months Ended
                                                                                                             June 30,
                                                                                                    1999                 1998
<S>                                                                                             <C>                     <C>
                                                                                                -----------            -------------
RECONCILIATION OF NET INCOME TO NET CASH
     PROVIDED BY OPERATING ACTIVITIES:
     Net income                                                                                 $   952,634             $ 1,001,843
                                                                                                -----------             -----------
     Adjustments to reconcile net income to net
       cash provided by operating activities:
       Depreciation and amortization                                                                309,199                 (21,149)
       Provision for credit losses                                                                   80,000                  60,001
     Gain on sale of assets                                                                         (11,137)                (10,890)
       (Decrease)Increase in accrued interest payable                                               (19,188)                 53,157
       Increase in accrued interest receivable                                                      (84,938)               (208,137)
       (Decrease)Increase in other liabilities                                                       (2,775)                228,884
       (Increase)Decrease in other assets                                                          (150,474)                 31,143
                                                                                                -----------             -----------
     Total adjustments                                                                              120,687                 133,009
                                                                                                -----------             -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES                                                                            $ 1,073,321             $ 1,134,852
                                                                                                ===========             ===========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:

Net unrealized (loss)gain on available for sale securities                                      ($  695,457)            $   258,772
                                                                                                ===========             ===========
</TABLE>

See Notes to Consolidated Financial Statements.


<PAGE>   8
PART I - FINANCIAL INFORMATION                                            PAGE 6
ITEM 1 - FINANCIAL STATEMENTS

                       EVANS BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 1999 AND 1998
                                   (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 six month period ended June 30, 1999
        are not necessarily indicative of the results to be expected for the
        full year.

2.      SECURITIES

        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, allowance for loan losses 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 and stock splits. The Company adopted
        Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings
        per Share," during the fourth quarter of 1997. Only basic earnings per
        share is disclosed because the Company does not have any dilutive
        securities or other contracts to issue common stock or convert to common
        stock.

6.      NEW ACCOUNTING STANDARDS PRONOUNCEMENTS

        SFAS No. 131, Disclosures about Segments of an Enterprise and Related
        Information was issued in 1997 by the Financial Accounting Standards
        Board. This Statement establishes standards for the way that public
        business enterprises report information about operating segments in
        annual financial statements. Management has determined that the Bank is
        the Company's only operating segment. As such additional disclosures are
        not considered necessary.

        SFAS No. 133, Accounting for Derivative Instruments and Hedging
        Activities, was issued in June 1998. The Company adopted the provisions
        of SFAS No. 133 effective October 1, 1998. Because the Company does not
        use derivatives, the adoption of SFAS No. 133 did not impact the
        Company's earnings or financial position. As allowed by SFAS No. 133 the
        Company transferred approximately $2,900,000 of certain securities from
        held to maturity to the available for sale classification. The realized
        and unrealized gains on the securities transferred were not material to
        the Company.



<PAGE>   9



PART I - FINANCIAL INFORMATION                                            PAGE 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS



MATERIAL CHANGES IN FINANCIAL CONDITION

        Total deposits increased 8.4% over the first six months of 1999 versus
an increase of .8% over the first six months of 1998. Demand deposits increased
12.6%, Regular savings increased 19.3% and Other time accounts increased 5.5%
over the first six months of 1999. Deposit increases primarily are attributable
to the expansion of the Bank's trade area to include West Seneca, NY since
opening a new branch in February 1999. Time Deposits over $100,000 decreased
10.9% in the first six months of 1999 versus a decrease of 3.8% in the first six
months 1998.

        Total net loans outstanding of $109 million have decreased 1.3% since
December 31, 1998, which compares to an increase of 3.5% from December 1997 to
June 1998. Total consumer loans decreased $1.4 million, which reflects the
current trend towards residential mortgage and home equity mortgage refinancing.
The decrease also reflects the sale of $2.8 million in residential mortgages to
the Federal National Mortgage Association ("FNMA") and $400 thousand in student
loans sold to Sallie Mae ("SLMA") in the first half of 1999.

        The securities portfolio increased 15.3% between December 31, 1998 and
June 30, 1999 versus an increase of 5.4% over the same time period last year.
Available funds continue to be invested in US government and agency securities
and tax-advantaged bonds issued by New York State municipalities and school
districts.

        The annualized return on average assets ("ROAA") at June 30, 1999 was
1.08%. The ROAA at December 31, 1998 was 1.24%. The return on average equity at
June 30, 1999 was 10.35% versus 11.63% at December 31, 1998. The capital to
assets ratio of 10.63% at June 30,1999 compares to 10.81% at December 31, 1998.
Total assets have increased approximately $9.6 million or 5.5% since December
31, 1998.

MATERIAL CHANGES IN THE RESULTS OF OPERATIONS

        Net interest income for the semi-annual period ending June 30, 1999
increased 6.8% over the same six month period in 1998. Interest paid on deposits
decreased 4.9%. The decrease reflects the impact of Federal Reserve dropping
short term interest rates three times, twenty five basis points each, in the
last months of 1998. The cost of short term borrowing was substantially higher
due to the increased use of the Bank's funding options as a member of the
Federal Home Loan Bank. The Bank's year-to-date net interest margin at June 30,
1999 was 4.54% as compared to 4.69% at June 30, 1998. The year-to-date yield on
average earning assets has declined from 8.26% at June 30, 1998 to 7.73% at June
30, 1999. The yield on loans has declined to 8.50% from 9.01% over that time
period and the tax-equivalent yield on federal funds and investments has
decreased from 6.52% to 6.24%. Comparatively, the year-to-date cost of funds on
interest bearing balances decreased from 4.15% at June 30, 1998 to 3.75% at June
30, 1999.

        The year-to-date provision for credit losses was $80,000 through June
30, 1999 versus $60,000 through the second quarter of 1998. Management has
increased the amount set aside for potential loan losses due to the substantial
increase in the volume of the portfolio experienced over the past two years.
Management believes that the credit quality of the portfolio remains high as
supported by the fact that the charge-offs for the six month period ending June
1999 were $5,000 versus $20,000 for the same period in June 1998.

        Non-interest expenses increased 16.2% in the first six months of 1999.
This compares to an increase of only 5.6% in the first six months of 1998. All
expense categories were impacted by the branch expansion into West Seneca.
Annual salary adjustments and an increase in the number of full-time equivalent
employees from 82 at June 30, 1998 to 90 at June 30, 1999 contributed to the
14.1% increase in salary and benefit expense. Occupancy expense is up 14.3% over
the same time period in 1998, along with Advertising and Public Relations, up
55.1% relating to the branch expansion cost. Repairs and Maintenance are also up
22%.

        Net income through June 30, 1999 of $952,634 reflects a decrease of 4.9%
over the first six months of 1998. The effective combined tax rate for the first
six months of 1999 was 27% compared to 28% for the first six months of 1998. The
relatively low tax rates experienced in 1999 and 1998 demonstrate the impact of
increasing the Bank's investment in tax-advantaged municipal bonds and the
benefit realized from a favorable deferred tax position.

<PAGE>   10
                                                                          PAGE 8
YEAR 2000

Company has long been aware of the complexity and significance of the issues
associated with the arrival of the Millennium (Year 2000). The "Year 2000"
problem centers around the world's computer systems and a common programming
practice that condenses a century date to just two digits, i.e. "98" to
represent 1998, to conserve storage space. As a result, these systems may
interpret "00" as 1900 rather than 2000, causing potential data corruption,
misinterpretation, or system failure. The Company, with the support and
direction of its Board of Directors and Senior Management, has dedicated
financial and human resources to formally adapt strategies and work towards
resolving all potential Year 2000 issues.

        In the third quarter of 1997, the Company began formalizing its strategy
to address the data processing and business impacts we anticipated to be
associated with Year 2000 issues. Our ultimate approach was to adopt the
five-phase format recommended by the Federal Financial Institutions Examination
Council, and follow guidance provided to us by our regulatory authorities who
periodically monitor and evaluate our progress. These phases, and our
activities, are described as follows:

        Awareness Phase

        While this can be considered an ongoing phase relating to education of
employees, customers, and vendors, our primary activities defined the Year 2000
problem; obtained Board of Director and Executive level support; established a
project team to include the Senior Vice President of Administration, the Bank
Auditor; Manager of Data Processing, Manager of Systems Development,
representatives form each functional area of the Bank, legal counsel, and the
principal of our main-frame software vendor. This committee was responsible for
development and implementation of an overall strategy to identify and resolve
issues associated with year 2000.

        Assessment Phase

        Implementing this phase provided an assessment of the size and
complexity, identifying affected areas of our business, identified the required
resources, and enabled us to develop a comprehensive plan. An inventory of all
hardware and software was completed to establish a specific Year 2000 status,
i.e. "already deemed compliant", "requiring replacement or renovation", or
"becoming obsolete". Priorities were then determined. Certain systems were
identified as mission critical. Non-information technology systems were also
addressed. Key vendors, such as providers of power, heating, and telephone
services, among others, were contacted regarding their Year 2000 readiness. The
Bank has received letters certifying Year 2000 compliance from those suppliers
whose services are deemed critical to bank operations. However, in the event of
an infra-structure failure, i.e. lack of power, etc., a Bank committee has
developed a contingency plan so that business can continue with minimal
interruption. The Bank also performed a customer risk assessment in the last
quarter of 1998.

        Renovation Phase

        The Company does not write or create computer code or perform
programming activities. We are reliant on vendors and software suppliers to
furnish enhancements in a timely manner. Renovation of our core processing
system was completed in early 1998 in conjunction with a plan developed by the
vendor, other user financial institutions, and our Company. These renovations
were successfully tested in collaboration with all user institutions at our
back-up site. The renovated system was successfully installed in June 1998.
Additional in-house testing was conducted throughout the remainder of the year.

        Validation Phase

        This is probably the most critical and intensive phase of the entire
project. It is this phase that we validate, through a variety of testing
methods, that each system can process after the turn of the century, with
particular emphasis on those identified as "mission critical". As stated above,
renovation to our core processing systems was successfully tested, and all
testing of mission critical systems was successfully completed by year end 1998.
In each case, we followed a comprehensive written test plan involving user
representation to validate test results. All systems, including those designated
mission critical, have been renovated and successfully tested as of December 31,
1998.

 During the second quarter of 1999 the Company performed another integrated test
of our processing system to validate "Year 2000 readiness". The test was
completed successfully and controls are in place to ensure a "clean" system that
remains Year 2000 ready.
<PAGE>   11


                                                                          PAGE 9

        Implementation Phase

        The Company's Year 2000 ready systems are in place and presently
functioning. As a part of implementation, we plan continued testing in 1999,
along with fully integrated tests. Quality reviews will be conducted throughout
1999 and the year 2000 to ensure proper functioning of our systems. The
implementation phase involves contingency planning. The Company maintains a
formal Business Resumption plan and has developed a supplemental Year 2000
specific contingency plan. In accordance with regulatory guidance we have tested
and validated our Business Resumption Contingency Plan. This process was
completed in June 1999.

        The Company believes, however, that due to the widespread nature of
potential Year 2000 issues, the contingency planning process is an ongoing one
which will require further modifications as the Company obtains additional
information, specifically regarding third party Year 2000 readiness.

        The Company has identified significant (large) commercial depositors and
performed an assessment of their efforts towards Year 2000 readiness. Should
these depositors be unable to function financially as a result of their own Year
2000 issues, or significantly reduce their deposit levels, there could be an
impact on the Bank's own cash flow. Our initial assessment evaluates this risk
as minimal, and all customers identified in this risk assessment are aware of
the Year 2000 issues and are planning Year 2000 readiness efforts. The Company
will periodically monitor these depositors throughout 1999.

        A risk assessment of large commercial borrowers was also completed
representing approximately 70 commercial customers, or 74% of commercial loan
outstandings. Based on survey results, all are rated as moderate to low risk. We
plan to selectively monitor the progress of certain moderate risk borrowers
throughout 1999. New commercial loans exceeding our borrowing threshold for risk
ratings will be measured to assure information technology utilized by the
borrower will be Year 2000 ready.

        The Company has a comprehensive Customer Awareness program that includes
training and education of employees regarding Year 2000 issues and financial
industry efforts toward readiness. Our awareness program provides periodic
communication to customers and the community describing our preparation efforts.

        Management continues to quantify expenses related to Year 2000
readiness. The Company has not been required to provide additional staff for the
express purpose of Year 2000 readiness, but rather has utilized existing
internal staff. Our budgeted expenses approximate $45,000, of which $15,000 will
be allocated for renovation of core processing software. Expenses associated
with Year 2000 preparedness are not expected to have a material impact on the
financial condition of the Company.

        The Company's objective is to migrate to the Year 2000 with minimal
impact on customers, and be prepared for January 1, 2000. We believe that the
manner in which we have addressed this issue underscores our strengths. The
Company has the resources and the technological expertise to address such new
issues, but is small enough to enable us to make adjustments to internal
programs and systems without affecting the ability to service our customers. The
Company cannot provide assurance that failure of third parties to adequately
address the Year 2000 issue will not have an adverse impact. The Company intends
to continue to assess critical suppliers and customers to determine their
readiness. The Company is confident that with the implementation of the Year
2000 initiatives as scheduled, the possibility of significant interruptions to
normal operations should be reduced.

        The preceding "Year 2000" discussion contains various statements which
represent the Company's beliefs or expectations regarding future events. All
forward-looking statements involve a number of risks and uncertainties that
could cause the actual results to differ materially from the projected results.
Factors that cause the differences include, but are not limited to, the actions
of governmental agencies or other third parties with respect to Year 2000
problems.




ITEM 3 - QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

        The Company does not hold investments in instruments (i.e. such as
derivative financial or commodity instruments) that are considered to be subject
of any significant market risk.
<PAGE>   12

                                                                         PAGE 10

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings - None to report.

ITEM 2. Changes in Securities - None to report

ITEM 3. Defaults upon Senior Securities - None to report.

ITEM 4. Submission of Matters To a Vote of Security Holders--None to report
        except for the annual shareholders meeting held on April 27, 1999
        reported in the Form 10-Q filed for the quarter ended March 31, 1999.



ITEM 5. Other Information - None to Report.


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

                    27           Financial Data Schedule                     12


<PAGE>   13



                                                                         PAGE 11







                                   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
August 11, 1999                            /s/Richard M. Craig
                                           -----------------------------------
                                           Richard M. Craig
                                           President and Chief Executive Officer



DATE
August 11, 1999                            /s/James Tilley
                                           -----------------------------------
                                           James Tilley
                                           Senior Vice President



<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
EVANS BANCORP INC. BALANCE SHEET AND STATEMENT OF INCOME (UNAUDITED)
AS OF JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000842518
<NAME> EVANS BANCORP INC.

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                       6,887,580
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                             3,075,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 53,035,121
<INVESTMENTS-CARRYING>                       4,668,303
<INVESTMENTS-MARKET>                                 0
<LOANS>                                    109,042,649
<ALLOWANCE>                                  (806,420)
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<DEPOSITS>                                 156,235,968
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<LONG-TERM>                                  5,000,000
                                0
                                          0
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<INTEREST-INVEST>                            1,384,873
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<INTEREST-TOTAL>                             6,139,747
<INTEREST-DEPOSIT>                           2,271,794
<INTEREST-EXPENSE>                           2,430,030
<INTEREST-INCOME-NET>                        3,709,717
<LOAN-LOSSES>                                   80,000
<SECURITIES-GAINS>                               1,064
<EXPENSE-OTHER>                              2,912,416
<INCOME-PRETAX>                              1,305,084
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   952,634
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<YIELD-ACTUAL>                                    7.73
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<ALLOWANCE-FOREIGN>                                  0
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</TABLE>


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