1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 0-11535 CITY NATIONAL BANCSHARES CORPORATION (Exact name of registrant as specified in its charter) New Jersey 22-2434751 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 900 Broad Street, 07102 Newark, New Jersey (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (201) 624-0865 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Title of each class Common stock, par value $10 per share Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The aggregate market value of voting stock held by non affiliates of the Registrant as of July 31, 1997 was approximately $1,287,320. There were 114,141 shares of common stock outstanding at July 31, 1997. Index Page Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheet as of June 30, 1997 and December 31, 1996..................................................3 Consolidated Statement of Income for the Six Months Ended June 30, 1997 and 1996 and for the Three Months Ended June 30, 1997 and 1996...............................................................4 Consolidated Statement of Changes in Stockholders' Equity for the Six Months Ended June 30, 1997 and 1996 5 Consolidated Statement of Cash Flows for the Six Months Ended June 30, 1997 and 1996.......................................................6 Notes to Consolidated Financial Statements.........................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operaions 8 Part II. Other Information.................................................12 Signatures...................................................................14 Item 4. Submission of matters to a vote of security holders Item. 6. Exhibits and reports on Form 8-K..................................15 2 CITY NATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Balance Sheet (Unaudited) June 30, December 31, Dollars in thousands, except per share data 1997 1996 Assets Cash and due from banks $3,510 $2,767 Federal funds sold - 8,900 Interest bearing deposits with banks 38 74 Investment securities available for sale 31,668 30,997 Investment securities held to maturity (Market value of $28,772 at June 30, 1997 and $29,517 at December 31,1996 29,252 29,866 Loans held for sale 551 291 loans 56,937 57,128 Less: Reserve for possible loan losses 800 750 Net loans 56,137 56,378 Premises and equipment 3,318 3,331 Accrued interest receivable 1,011 1,078 Other real estate owned 627 672 Other assets 1,673 597 Total assets $127,785 $134,951 Liabilities and Stockholders' Equity Deposits: Demand $13,482 $13,699 Savings 27,726 37,527 Time 64,289 64,628 Total deposits 105,497 115,854 Short-term borrowings 8,000 5,175 Accrued expenses and other liabilities 1,103 3,886 Long-term debt 3,749 1,749 Total liabilities 118,349 126,664 Commitments and contingencies Stockholders' equity Preferred stock, no par value: Authorized 100,000 shares; Series A , issued and outstanding 8 shares in 1997 and 1996 200 200 Series B , issued and outstanding 20 shares in 1997 and 1996 500 500 Series C , issued and outstanding 108 shares in 1997 and 1996 27 27 Series D , issued and outstanding 3,208 shares in 1997 820 - Common stock, par value $10: Authorized 400,000 shares; 114,980 shares issued in 1997 and 1996, 114,141 shares outstanding in 1997 and 1996 1,150 1,150 Surplus 901 901 Retained earnings 5,933 5,645 Less: Net unrealized loss on investment securities available 70 111 Treasury stock, at cost - 839 shares 25 25 Total stockholders' equity 9,436 8,287 Total liabilities and stockholders' equity $127,785 $134,951 See accompanying notes to consolidated financial statements. 3 CITY NATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Three months ended Six months ended June 30, June 30, Consolidated Statement of Income (Unaudited) Dollars in thousands, except per share data 1997 1996 1997 1996 Interest income Interest and fees on loans $1,282 $1,200 $2,535 $2,245 Interest on Federal funds sold and securities purchased under agreements to resell 122 61 243 116 Interest on other short-term investments 39 36 39 144 Interest on deposits with banks - 2 1 4 Interest and dividends on investment securities: Taxable 960 897 1,857 1,715 Tax-exempt 29 29 58 58 Total interest income 2,432 2,225 4,733 4,282 Interest expense Interest on deposits 1,003 798 1,924 1,523 Interest on short-term borrowings 68 65 116 102 Interest on long-term debt 55 24 91 49 Net interest income 1,306 1,338 2,602 2,608 Provision for possible loan losses 23 23 50 33 Net interest income after provision for possible loan losses 1,283 1,315 2,552 2,575 Other operating income Service charges on deposit accounts 142 136 285 279 Other income 146 164 304 333 Net gain on sales of investment securities 19 (1) 40 9 Total other operating income 307 299 629 621 Other operating expenses Salaries and other employee benefits 666 649 1,307 1,310 Occupancy expense 78 70 165 134 Equipment expense 93 105 190 178 Other expenses 358 340 727 706 Total other operating expenses 1,195 1,164 2,389 2,328 Income before income tax expense 395 450 792 868 Income tax expense 143 157 287 303 Net income $252 $293 $505 $565 Net income per share Primary $2.21 $2.57 $4.04 $4.96 Fully diluted 1.99 2.31 3.65 4.47 Primary average shares outstanding 114,141 114,141 114,141 113,501 Fuully diluted average shares outstanding 127,991 127,991 127,991 127,351 See accompanying notes to consolidated financial statements. 4 CITY NATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statement of Changes In Stockholders' Equity (Unaudited) Net Unrealized Gain (Loss) on Investment Common Preferred Retained Securities Treasury Dollars in thousands, except per share Stock Surplus Stock Earnings Available for Sale Stock Total Balance, December 31, 1995 $1,120 $886 $200 $4,856 $(141) $(25) $6,896 Net income - - - 565 - - 565 Proceeds from issuance of common stock 30 15 - - - - 45 Proceeds from issuance of preferred st - - 527 - - - 527 Change in net unrealized loss on investment securities available for sale - - - - (60) - (60) Dividends paid - - (156) - - (156) Balance, June 30, 1996 $1,150 $901 $727 $5,265 $(201) $(25) $7,817 Balance, December 31, 1996 $1,150 $901 $727 $5,645 $(111) $(25) $8,287 Net income - - - 505 - - 505 Proceeds from issuance of preferred st - - 820 - - - 820 Change in net unrealized loss on investment securities available - - - - 41 - 41 Dividends paid - - - (217) - - (217) Balance, June 30, 1997 $1,150 $901 $1,547 $5,933 $(70) $(25) $9,436 See accompanying notes to consolidated financial statements. 5 CITY NATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statement of Cash Flows (Unaudited) Six Months Ended June 30, In thousands 1997 1996 Operating activities Net income $505 $565 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 183 158 Provision for possible loan losses 50 33 Discount accretion, net of premium amortization on investment securities (12) 26 Net gains on calls of investment securities held to maturity (42) (10) Gains and commissions on loans held for sale (12) (40) Decrease (increase) in accrued interest receivable 67 (165) Deferred (benefit) income tax expense (26) 80 (Increase) decrease in other assets (1,078) 223 (Decrease) increase in accrued expenses and other liabilities (2,783) 59 Net cash (used in) provided by operating activities (3,148) 929 Investing activities Loans originated for sale (756) (1,439) Proceeds from sales of loans held for sale 480 1,313 Decrease (increase) in loans 170 (5,321) Purchase of loans in conjunction with branch acquisitions - (4,035) Decrease in interest bearing deposits with banks 36 286 Proceeds from sales and calls of investment securities available for 4,718 - Proceeds from maturities of investment securities availabe for sale, including principal payments 18,625 3,446 Proceeds from maturities of investment securities held to maturity, including principal payments 604 3,787 Purchases of investment securities available for sale (23,881) (2,200) Purchases of investment securities held to maturity - (10,025) Purchases of premises and equipment (170) (1,144) Decrease in other real estate owned 94 - Net cash used in investing activities (80) (15,332) Financing activities Deposits acquired in branch acquisition - 7,661 Issuance of long-term debt 2,000 Decrease in deposits (10,357) (5,468) Increase in short-term borrowings 2,825 6,526 Proceeds from issuance of common stock - 45 Proceeds from issuance of preferred stock 820 527 Dividends paid on preferred stock (44) - Dividends paid on common stock (173) (156) Net cash (used in) provided by financing activities (4,929) 9,135 Net decrease in cash and cash equivalents (8,157) (5,268) Cash and cash equivalents at beginning of period 11,667 10,294 Cash and cash equivalents at end of period $3,510 $5,026 Cash paid during the year: Interest $1,982 $1,646 Income taxes 303 168 Noncash investing activities: Transfer of loans to other real estate owned 49 94 See accompanying notes to consolidated financial statements. 6 CITY NATIONAL BANCSHARES CORPORATION Notes to Consolidated Financial Statements (Unaudited) 1. Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial statements have been included. Operating results for the six months and three months ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31,1997. 2. Principles of consolidation The accompanying consolidated financial statements include the accounts of City National Bancshares Corporation (the "Corporation") and its subsidiary, City National Bank of New Jersey (the "Bank"). All significant intercompany accounts and transactions have been eliminated in consolidation. 3. Net income per common share Primary income per common share is calculated by dividing net income less dividends on preferred stock by the weighted average number of common shares outstanding. Common shares issuable upon conversion of the subordinated debentures have been excluded from the primary income per common share as they are not considered to be common stock equivalents. On a fully diluted basis, both net income and common shares outstanding are adjusted to assume the conversion of the convertible subordinated debentures from the date of issue. 4. Recent accounting pronouncements Financial Accounting Board Statement of Financial Accounting Standards No. 128, "Earnings per share" (SFAS 128) establishes standards for computing and presenting earnings per share (EPS) and applies to entities with publicly held common stock or potential common stock. SFAS 128 replaces the presentation of primary EPS with a presentation of basic EPS and requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures. SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997, including interim periods, and earlier application is not permitted. SFAS 128 also requires restatement of all prior period EPS data presented. SFAS 128 in not expected to have a material effect on the Corporation's consolidated financial statements. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of operations Net income for the first half of 1997 was $505,000 compared to $565,000 for the similar 1996 period. Returns on average stockholders' equity and average assets were 12.13% and .72% for the 1997 first half and 14.94% and .88% for the corresponding 1996 period. Related earnings per share on a fully diluted basis decreased to $3.65 from $4.47. 1997 second quarter net income declined to $252,000 from $293,000 a year earlier. Returns on average stockholders' equity and average assets were 12.12% and .71% for the 1997 second quarter, while the corresponding 1996 returns were 15.34% and .88%. Related fully diluted per share earnings were $1.99 compared to $2.31. Lower gains and commissions on loan sales resulting from a decrease in mortgage loans originated for sale, along with higher operating expenses were the primary reasons for the lower earnings in both periods. Net interest income For the first half of 1997, net interest income was relatively unchanged from the same 1996 period, although the related net interest margin declined to 4.09% from to 4.47%. The decreased margin resulted from a higher cost of funds. Average interest earning assets for the first half of 1997 rose to $139.3 million from $127.1 million in 1996. Most of this growth occurred within the loan portfolio, which averaged $57 million compared to $50.2 million , a 20.2 % increase. Most of this increase resulted from greater commercial real estate loan activity. Interest income was higher due to the increase in earning assets and a the increase in loan volume contributed to an increase in the average rate earned to 7.40% from 7.31%. Interest expense rose as well, due to an increase in the cost of funding interest earning assets, from 2.84% to 3.31%. Net interest income for the second quarter of 1997 was also relatively unchanged from a year earlier, decreasing slightly, by 2.4%, due to higher deposit costs which were not offset by commensurate increases in interest income. Provision and reserve for possible loan losses Changes in the reserve for possible loan losses are set forth below. Six Months Three Months Ended June 30, Ended June 30, (Dollars in thousands) 1997 1996 1997 1996 Balance at beginning of period $750 $650 $760 $675 Provision for possible loan losses 50 33 23 23 Recoveries of previous charge-offs 29 84 17 66 829 767 800 764 Less: Charge-offs 29 67 - 64 Balance at end of period $800 $700 $800 $700 Management believes that the reserve for possible loan losses is adequate based on an ongoing evaluation of the loan portfolio. This evaluation includes consideration of past loan loss experience, the level and composition of nonperforming loans, collateral adequacy, and general economic conditions within the Bank's market area, including the effect of such conditions on particular industries. While management uses available information to determine the adequacy of the reserve, future additions may be necessary based on changes in economic conditions or in subsequently occurring events unforeseen at the time of evaluation. (Dollars in thousands) June 30, 1997 March 31, 1997 December 31, 1996 June 30, 1996 - -------------------------------------------------------------------------------------------------------------------------- Reserve for possible loan losses as a percentage of: Total loans 1.41% 1.34% 1.31% 1.29% Total nonperforming loans 85.02% 77.08% 70.89% 78.83% Total nonperforming assets (nonperforming loans and OREO) 51.02% 46.51% 43.35% 83.75% Net charge-offs (recoveries) as a percentage of average -% (.03)% .02% (.03)% loans (year-to-date) Nonperforming loans Nonperforming loans include loans on which the accrual of interest has been discontinued or loans which are contractually past due 90 days or more as to interest or principal payments on which interest income is still being accrued. Nonaccrual loans include loans where principal or interest interest income is still being accrued Delinquent interest payments are credited to income when received. The following table presents the principal amounts of nonperforming loans past due 90 days or more and accruing. (Dollars in thousands) June 30, 1997 December 31, 1996 June 30, 1996 - -------------------------------------------------------------------------------------------- Nonaccrual loans Commercial $381 $ 423 $143 Installment 8 4 2 Real estate 322 598 393 Total 711 1,025 536 Loans past due 90 days or more and still accruing Commercial - 14 - Installment - - - Real estate 230 19 351 Total 230 33 351 Total nonperforming loans $941 $1,058 $888 Nonperforming assets are generally well secured by real estate and small commercial buildings. It is the Bank's intent to move nonperforming loans into other real estate owned ("OREO") as rapidly as possible and to dispose of all OREO properties at the earliest possible date at prices considered reasonable under the circumstances. Other operating income Other operating income, including the results of investment securities transactions, rose slightly in both the first half and second quarter of 1997 compared to the similar 1996 periods, as gains and commissions on sales of residential mortgages, which are included in other income, decreased, offset by higher net gains on sales of investment securities available for sale. Other operating expenses Other operating expenses rose 2.6% for both the first half and second quarter of 1997 compared to the similar 1996 periods. The six-month increase resulted primarily from higher occupancy and equipment expense associated with the completion of the administrative office renovations, along with the operation of a branch office acquired on March 8, 1996 for a full six months in 1997. 1997 second quarter expenses rose due to higher salaries and other operating benefits and increased other expenses. Income tax expense Income tax expense as a percentage of pretax income rose from 34.9% in the first quarter and first half of 1996 to 36.2% for the similar 1997 periods as a result of higher levels of income subject to state income tax. Short-term interest earning assets Short-term interest earning assets rose 6.5%, averaging $10.6 million for the first six months of 1997 compared to $9.9 million for the similar 1996 period. Investment securities The available for sale portfolio was relatively unchanged, totalling $31.7 million at June 30, 1997 compared to $31 million at the end of 1996, an increase of 2.2%. Related unrealized depreciation decreased to $52,000 compared to $106,000 at 1996 year-end. The held to maturity portfolio also changed nominally, declining by 2.1%, from $29.9 million at December 31, 1996 to $29.3 million at June 30, 1997. Related unrealized depreciation was up, increasing from $349,000 to $480,000 at June 30, 1997. At June 30, 1997, included in both the aforementioned portfolios were six structured notes with a carrying value of $5.2 million and a related market value of $5 million, reflecting unrealized depreciation of $211,000, compared to $143,000 at 1996 year-end. These notes consist of step-up, dual-index and deleveraged notes, the market values of which do not necessarily move in the same direction as general changes in bond prices. Management believes that holding these notes will not have a significant impact on the financial condition or operations of the Corporation. Loans Loans held for sale rose from $291,000 at December 31,1996 to $551,000 at June 30, 1997 while loans originated for sale during the 1997 first half totalled $756,000 compared to $1.4 million during the half of 1996. Loans totalled $56.9 million at June 30, 1997 compared to $57.1 million at December 31, 1996. Deposits Average deposits for the first half of 1997 rose 7.2 %, to $120.4 million compared to $112.3 million for the first half of 1996, with most of the growth occurring in certificates of deposits of $100,000 or more issued to local municipalities. Short-term borrowings Average short-term borrowings rose 13% from the first half of 1996 to the corresponding 1997 period, reflecting higher levels of U.S. Treasury tax and loan note option balances. Long-term debt Long-term debt increased $2 million in the first half of 1997 from December 31, 1996, as a result of $2 million in Federal Home Loan Bank advances incurred in February, 1997. Liquidity The liquidity position of the Corporation is dependent on the successful management of its assets and liabilities so as to meet the needs of both deposit and credit customers. Liquidity needs arise primarily to accommodate possible deposit outflows and to meet borrowers' requests for loans. Such needs can be satisfied by investment and loan maturities and payments, along with the ability to raise short-term funds from external sources. It is the responsibility of the Asset/Liability Management Committee ("ALCO") to monitor and oversee all activities relating to liquidity management and the protection of net interest income from fluctuations in interest rates. The Bank depends primarily on deposits as a source of funds and also provides for a portion of its funding needs through short-term borrowings, such as Federal Funds purchased, securities sold under repurchase agreements and borrowings under the U.S. Treasury tax and loan note option program. The major contribution during the first quarter of 1997 from operating activities to the Corporation's liquidity came from higher accrued expenses and other liabilities. Net cash used in investing activities was primarily the result of the purchase of investment securities available for sale, which totalled $23.9 million, while sources of cash provided by investing activities were derived primarily from proceeds from maturities, principal payments and early redemptions of investment securities available for sale, which amounted to $18.6 million. The primary source of funds from financing activities resulted from an increase in long-term debt of $2 million while a decrease in deposits of $10.4 million representing the highest use of cash in financing activities. Interest rate sensitivity The management of interest rate risk is also important to the profitability of the Corporation. Interest rate risk arises when an earning asset matures or when its interest rate changes in a time period different from that of a supporting interest bearing liability, or when its interest rate changes in a time period different from that of an interest earning asset that it supports. While the Corporation does not match specific assets and liabilities, total earnings assets and interest bearing liabilities are grouped to determine the overall interest rate risk within a number of specific time frames. Interest sensitivity analysis attempts to measure the responsiveness of net interest income to changes in interest rate levels. The difference between interest sensitive assets and interest sensitive liabilities is referred to as the interest sensitivity gap. At any given point in time, the Corporation may be in an asset-sensitive position, whereby its interest-sensitive assets exceed its interest-sensitive liabilities or in a liability-sensitive position, whereby its interest-sensitive liabilities exceed its interest-sensitive assets, depending on management's judgment as to projected interest rate trends. One measure of interest rate risk is the interest-sensitvity analysis, which details the repricing differences for assets and liabilities for given periods. The primary limitation of this analysis is that it is a static (i.e, as of a specific point in time) measurement which does not capture risk that varies nonproportionally with changes in interest rates. Because of this limitation, the Corporation uses a simulation model as its primary method of measuring interest rate risk. This model, because of its dynamic nature, forecasts the effects of different patterns of rate movement and variances in the effects of rate changes on the Corporations' mix of interest-sensitive assets and liabilities. At June 30,1997, the Corporation had a cumulative one-year static gap of a negative $10 million, representing 7.88% of total assets compared to a negative $12.4 million gap at December 31,1996, which represented 9.19% of total assets. Utilizing a dynamic simulation model, management believes that this amount would not result in a significant change in net interest income should interest rates rise or fall up to 300 basis points, which is the maximum change that management uses to measure the Corporation's exposure to interest rate risk. Capital On June 28, 1997 the Corporation issued $820,000 of 6.5% noncumulative preferred stock in a placement. Stockholders' equity amounted to $9.4 million at June 30, 1997 compared to $8.3 million to December 31, 1996. Stockholders' equity as a percentage of total assets was 7.39% at June 30, 1997 compared to 6.14% at December 31, 1996. Risk-based capital ratios are expressed as a percentage of risk-adjusted assets, and relate capital to the risk factors of a bank's asset base, including off-balance sheet risk exposures. Various weights are assigned to different asset categories as well as off-balance sheet exposures depending on the risk associated with each. In general, less capital is required for less risk. At June 30,1997, the Corporation's core capital (Tier 1 ) and total (Tier 1 plus Tier 2) risked-based capital ratios were 16.90% and 22.05%, respectively. PART II Other information Item 4. Submission of matters to a Vote of Security Holders a) The Annual Meeting of Stockholders of City National Bancshares Corporation was held on April 16, 1997. The stockholders voted upon the election of one person, named in the proxy statement, to serve as a director of the Corporation for a term of three years. One director was elected at the Annual Meeting with the number of votes "For" and "Abstained" indicated. There were no votes "Against". Number of Votes Name For Abstained Leon Ewing 68,197 239 The terms of the following directors were continued after the Annual Meeting: Douglas Anderson, Eugene Giscombe, Barbara Bell Coleman, Norman Jeffries, Louis E. Prezeau, and Lamar Whigam. Stockholders also voted to amend the articles of incorporation to authorize a new class of non-voting common stock. Stockholders voted 67,396 "For" the proposal, 537 shares " Against" the proposal and 503 shares "Abstained". Finally, stockholders also voted upon the ratification of the appointment of KMPG Peat Marwick as independent auditors for the fiscal year ended December 31, 1997. Stockholders voted 68,198 shares "For" the proposal, 42 shares " Against" and 196 shares "Abstained". Item 5. Other Matters a) On March 31, 1997, the Board approved the declaration of a $1.50 per share dividend to common stockholders, payable on May 2, 1997 to stockholders of record on April 2, 1997. Item 6. Exhibits (a)Exhibits (3)(i) Certificate of Designation Establishing and Fixing the Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights, and the Qualifications, Limitation and Restrictions of the 6 1/2% Non-cumulative Perpetual Preferred Stock, Series D (10) Material Contracts Employment Agreement between Registrant to Louis E. Prezeau, President & CEO dated May 24, 1997 (11) Statement Regarding Calculation of Per Share Earnings (27) Financial Data Schedule 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. CITY NATIONAL BANCSHARES CORPORATION (Registrant) August 11, 1997 ____________________ Edward R. Wright Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)