EVBN Evans Bancorp Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

Amendment No. 1

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 30, 2023

 

 

EVANS BANCORP, INC.

(Exact name of the registrant as specified in its charter)

 

 

New York	001-35021	16-1332767
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

6460 Main Street
Williamsville, New York		14221
(Address of principal executive offices)		(Zip Code)

 

(716) 926-2000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.50 per share		EVBN		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Explanatory Note

 

This Amendment No. 1 to Current Report on Form 8-K/A (the “Form 8-K/A”) amends and supplements the Current Report on Form 8-K filed by Evans Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission on December 1, 2023 (the “Initial Filing”) to include the pro forma financial information required by Item 9.01(b) and to include the additional exhibits related thereto under Item 9.01(d) of this Form 8-K/A.

 

Item 9.01

Financial Statements and Exhibits.

 

(b)       Pro Forma Financial Information.

 

As disclosed in the Initial Filing, on November 30, 2023, the Company completed the sale (the “Transaction”) of its insurance subsidiary, The Evans Agency, LLC, to Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC. The Transaction is described in more detail in the Initial Filing and in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2023.

 

Item 9.01 of the Initial Filing stated that the Company anticipated filing, on or before December 6, 2023, an amendment to the Initial Filing that would include unaudited pro forma condensed financial statements and accompanying explanatory notes giving effect to the Transaction, as required under Item 9.01 of Form 8-K.

 

By this Form 8-K/A, the Company is amending the Initial Filing to file as Exhibit 99.1 and incorporate herein by reference an unaudited pro forma condensed balance sheet that gives effect to the Transaction as if it had occurred on September 30, 2023, and unaudited pro forma condensed income statements for the nine months ended September 30, 2023 and the year ended December 31, 2022, in each case giving effect to the Transaction as if it had occurred on January 1, 2022.

 

(d)

Exhibits.

 

Exhibit No.

Description

 

	99.1	Unaudited pro forma condensed combined balance sheet of Evans Bancorp, Inc. as of September 30, 2023 and unaudited pro forma condensed combined statements of income of Evans Bancorp, Inc. for the nine months ended September 30, 2023 and for the year ended December 31, 2022
	104.1	Cover Page Interactive Data File (formatted as inline XBRL)

 

 

SIGNATURES

 

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

 

	Evans Bancorp, Inc.
December 6, 2023	By:	/s/ David J. Nasca
		Name: David J. Nasca
		Title: President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed financial information reflects the statements of income for the nine months ended September 30, 2023 and for the year ended December 31, 2022 as if the sale of substantially all of the assets (the “Asset Sale”) of The Evans Agency, LLC (“TEA”) to Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC (collectively, “Gallagher”) had occurred on January 1, 2022. The unaudited pro forma condensed balance sheet as of September 30, 2023, assumes that the Asset Sale occurred as of September 30, 2023. The unaudited pro forma condensed financial information should be read together with the Company’s historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the fiscal year ended December 31, 2022, and in its quarterly report on Form 10-Q for the nine months ended September 30, 2023.

 

The unaudited pro forma condensed financial information is presented based on information currently available, is intended for informational purposes, is not intended to represent what the Company’s consolidated statements of income and balance sheet actually would have been had the Asset Sale occurred on the dates indicated above and do not reflect all actions that may be undertaken by the Company after the Asset Sale. In addition, the unaudited pro forma condensed financial information is not necessarily indicative of the Company’s results of operations and financial position for any future period.

 

The “Historical Evans Bancorp, Inc.” column in the unaudited pro forma condensed financial information reflects the Company’s historical consolidated financial information for the periods presented and does not reflect any adjustments related to the Asset Sale and related transactions.

 

The information in the “Pro Forma Adjustments” column in the unaudited pro forma condensed statements of income was derived from the Company’s consolidated financial information and related accounting records for the nine months ended September 30, 2023 and fiscal year ended December 31, 2022 and reflects the removal of substantially all of the historical operating results of TEA. Pro forma adjustments do not reflect what TEA’s results of operations would have been on a stand-alone basis, and are not necessarily indicative of future results of operations.

 

The information in the “Pro Forma Adjustments” column in the unaudited pro forma condensed financial information was based on available information and assumptions that the Company’s management believes are reasonable, that reflect the impacts of events directly attributable to the Asset Sale and related transactions that are factually supportable, and for purposes of the consolidated statements of operations, are expected to have a continuing impact on the Company. The pro forma adjustments do not reflect future events that may occur after the Asset Sale, including potential selling, general and administrative dis-synergies and the expected charges, the expected realization of any cost savings and other synergies, or the usage of the expected cash distribution received from Gallagher in connection with the Asset Sale.

 

The unaudited pro forma condensed financial information is provided for illustrative information purposes only. The unaudited pro forma condensed financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the Asset Sale been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by the Company in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.

 

The unaudited pro forma condensed financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed financial information.

 

 

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

As of September 30, 2023

(in thousands)

 

		Transaction Accounting Adjustments
		Historical Evans Bancorp, Inc.				Pro forma Adjustments				Note 2				Pro forma Condensed
						(in thousands)
Cash and due from banks		$	17,826				33,853				B			$	51,679
Interest-bearing deposit at banks			7,468				-								7,468
Securities			336,630				-								336,630
FHLB Stock			3,348				-								3,348
FRB Stock			3,092				-								3,092
Loans, net			1,682,554				-								1,682,554
Premises and equipment			15,852				(173	)			A				15,679
Goodwill and other intangibles, net			13,629				(11,699	)			A				1,930
Bank owned life insurance			42,528				-								42,528
Other assets			51,816				(1,466	)			A				50,350
Total assets		$	2,174,743			$	20,515							$	2,195,258
Deposits			1,805,406				-								1,805,406
Other borrowed funds			151,252				-								151,252
Other liabilities			67,150				5,411				C				72,561
Total liabilities		$	2,023,808			$	5,411							$	2,029,219
Common stock			2,796				-								2,796
Capital surplus			82,017				-								82,017
Treasury Stock			(3,656	)			-								(3,656	)
Retained earnings			128,468				15,104				C				143,572
Accumulated other comprehensive    income, net of tax			(58,690	)			-								(58,690	)
Total shareholders’ equity		$	150,935			$	15,104							$	166,039
Total liabilities and shareholders’ equity		$	2,174,743			$	20,515							$	2,195,258

 

See the accompanying Notes to the Unaudited Pro Forma Condensed Financial Information.

 

 

UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME

For the Nine Months Ended September 30, 2023

 

		Transaction Accounting Adjustments
		Historical Evans Bancorp, Inc				Pro forma Adjustments (Note 2A)				Pro forma Condensed
		(in thousands)
Net interest income		$	47,262			$	-			$	47,262
Provision for credit losses			(264	)			-				(264	)
Net interest income after provision for credit losses			47,526				-				47,526
Insurance service and fees			8,648				(8,250	)			398
Other non-interest income			5,723				-				5,723
Amortization expense			300				(286	)			14
Other non-interest expense			42,782				(5,471	)			37,311
Income before income taxes			18,815				(2,493	)			16,322
Income tax provision			4,465				(618	)			3,847
Net income		$	14,350			$	(1,875	)		$	12,475

 

See the accompanying Notes to the Unaudited Pro Forma Condensed Financial Information.

 

 

UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME

For the Year Ended December 31, 2022

 

		Transaction Accounting Adjustments
		Historical Evans Bancorp, Inc				Pro forma Adjustments (Note 2A)				Pro forma Condensed
		(in thousands)
Net interest income		$	72,955			$	-			$	72,955
Provision for credit losses			2,739				-				2,739
Net interest income after provision for credit losses			70,216				-				70,216
Insurance service and fees			10,453				(9,837	)			616
Other non-interest income			8,818				-				8,818
Amortization expense			400				(381	)			19
Other non-interest expense			59,535				(7,416	)			52,119
Income before income taxes			29,552				(2,040	)			27,512
Income tax provision			7,163				(527	)			6,636
Net income		$	22,389			$	(1,513	)		$	20,876

 

See the accompanying Notes to the Unaudited Pro Forma Condensed Financial Information.

 

 

EVANS BANCORP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

1. Basis of Presentation

 

The accompanying unaudited pro forma condensed financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed statements of income for the nine months ended September 30, 2023 and the year ended December 31, 2022 separates substantially all of the operating results of TEA from the historical consolidated income statement of the Company, giving effect to the Asset Sale as if it had been completed on January 1, 2022. The unaudited pro forma condensed balance sheet as of September 30, 2023 separates substantially all of the assets and certain liabilities of TEA from the historical consolidated balance sheet of the Company, giving effect to the Asset Sale as if it had been completed on September 30, 2023.

 

The unaudited pro forma condensed financial information and explanatory notes have been prepared to illustrate the effects of the Asset Sale. The unaudited pro forma condensed financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the company had the sale been completed on January 1, 2022, nor does it necessarily indicate the results of operations in future periods or the future financial position of the Company.

 

2. Pro Forma Adjustments to the Unaudited Condensed Balance Sheet and Income Statements

 

The unaudited condensed pro forma statements of operations for the nine months ended September 30, 2023, and the year ended December 31, 2022 and the unaudited pro forma condensed balance sheet as of September 30, 2023, include the following adjustments:

 

A. Reflects the sale of substantially all of the assets and transfer of certain liabilities of TEA, including the associated results of operations.

 

B. Reflects the receipt of net cash consideration which includes the following:

 

		(in thousands)
Gross purchase price pursuant to Asset Purchase Agreement		$	40,000
Transaction costs settled at closing			(3,710	)
Working capital adjustment settled at closing			(60	)
Net cash proceeds at closing			36,230
Fiduciary cash transferred to Gallagher			(2,377	)
Adjusted net proceeds		$	33,853

 

C.	Reflects the impact to the Company’s total shareholders’ equity from the estimated gain on sale, net of tax, of substantially all of the assets and transfer of certain liabilities of TEA to Gallagher. The tax effect was computed using the Company’s statutory tax rate of 26.5%.

 

 

v3.23.3

Cover	Nov. 30, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	Nov. 30, 2023
Entity File Number	001-35021
Entity Registrant Name	EVANS BANCORP, INC.
Entity Central Index Key	0000842518
Entity Tax Identification Number	16-1332767
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	6460 Main Street
Entity Address, City or Town	Williamsville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14221
City Area Code	716
Local Phone Number	926-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.50 per share
Trading Symbol	EVBN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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