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, 1998 [ ] 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 (E0xact 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 August 12, 1998 was approximately $1,614,150. There were 114,141 shares of common stock outstanding at August 12, 1998. 1 CITY NATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Balance Sheet (Unaudited) June 30, December 31, Dollars in thousands, except per share data 1998 1997 ================================================================================ Assets Cash and due from banks .............................. $ 3,259 $ 13,260 Federal funds sold ................................... 30,500 -- Interest bearing deposits with banks ................. 40 40 Investment securities available for sale ............. 30,684 32,694 Investment securities held to maturity (Market value of $27,567 at June 30, 1998 and $29,638 at December 31,1997) .............. 27,675 29,666 Loans held for sale .................................. 1,683 807 Loans ................................................ 56,377 56,947 Less: Reserve for possible loan losses ............... 1,275 825 -------- -------- Net loans ............................................ 55,102 56,122 -------- -------- Premises and equipment ............................... 3,382 3,192 Accrued interest receivable .......................... 1,051 1,112 Other real estate owned .............................. 663 385 Other assets ......................................... 1,830 1,590 -------- -------- Total assets ......................................... $155,869 $138,868 ======== ======== Liabilities and Stockholders' Equity Deposits: Demand ........................................ $ 14,922 $ 24,789 Savings ....................................... 49,930 24,949 Time .......................................... 60,223 69,979 -------- -------- Total deposits ....................................... 125,075 119,717 Short-term borrowings ................................ 6,000 4,213 Accrued expenses and other liabilities ............... 1,077 1,157 Long-term debt ....................................... 13,749 3,749 -------- -------- Total liabilities .................................... 145,901 128,836 Commitments and contingencies Stockholders' equity Preferred stock, no par value: Authorized 100,000 shares; Series A , issued and outstanding 8 shares in 1998 and 1997 ............ 200 200 Series B , issued and outstanding 20 shares in 1998 and 1997 ................................ 500 500 Series C , issued and outstanding 108 shares in 1998 and 1997 ................................ 27 27 Series D , issued and outstanding 3,208 shares in 1998 and 1997 ......................... 820 820 Common stock, par value $10: Authorized 400,000 shares; 114,980 shares issued in 1998 and 1997, 114,141 shares outstanding in 1998 and 1997 ................................ 1,150 1,150 Surplus ............................................ 901 901 Retained earnings .................................. 6,414 6,497 Less: Accumulated other comprehensive income ........... 19 38 Treasury stock, at cost - 839 shares ............. 25 25 -------- -------- Total stockholders' equity ........................... 9,968 10,032 -------- -------- Total liabilities and stockholders' equity ........... $155,869 $138,868 ======== ======== See accompanying notes to consolidated financial statements. 2 CITY NATIONAL BANCSHARES CORPORATION AND SUBSIDIARY Consolidated Statement of Income (Unaudited) Six months ended Three months ended Dollars in thousands, June 30, June 30, except per share data 1998 1997 1998 1997 ================================================================================ Interest income Interest and fees on loans ..... $ 2,599 $ 2,535 $ 1,318 $ 1,282 Interest on Federal funds sold and securities purchased under agreements to resell ......... 314 243 178 122 Interest on other short term investments .................. -- 39 -- 39 Interest on deposits with banks 1 1 -- -- Interest and dividends on investment securities: Taxable ...................... 1,724 1,857 864 960 Tax-exempt ................... 107 58 54 29 --------- --------- --------- --------- Total interest income .......... 4,745 4,733 2,414 2,432 --------- --------- --------- --------- Interest expense Interest on deposits ........... 1,926 1,924 926 1,003 Interest on short-term borrowings ................... 96 116 54 68 Interest on long-term debt ..... 240 91 185 55 --------- --------- --------- --------- Total interest expense ......... 2,262 2,131 1,165 1,126 --------- --------- --------- --------- Net interest income ............ 2,483 2,602 1,249 1,306 Provision for possible loan losses ....................... 497 50 459 23 --------- --------- --------- --------- Net interest income after provision for possible loan losses ....................... 1,986 2,552 790 1,283 --------- --------- --------- --------- Other operating income Service charges on deposit accounts ..................... 319 285 170 142 Other income ................... 366 304 179 146 Net gain on sales of investment securities available for sale 9 40 1 19 --------- --------- --------- --------- Total other operating income ... 694 629 350 307 --------- --------- --------- --------- Other operating expenses Salaries and other employee benefits ..................... 1,323 1,307 679 666 Occupancy expense .............. 168 165 88 78 Equipment expense .............. 183 190 95 93 Other expenses ................. 757 727 431 358 --------- --------- --------- --------- Total other operating expenses . 2,431 2,389 1,293 1,195 --------- --------- --------- --------- Income (loss) before income tax expense ...................... 249 792 (153) 395 Income tax expense (benefit) ... 51 287 (85) 143 ========= ========= ========= ========= Net income (loss) .............. $ 198 $ 505 ($ 68) $ 252 ========= ========= ========= ========= Net income (loss) per common share Basic .......................... $ 1.51 $ 4.04 ($ 0.60) $ 2.21 Diluted ........................ 1.38 3.65 (0.60) 1.99 ========= ========= ========= ========= Basic average common shares outstanding .................. 114,141 114,141 114,141 114,141 Diluted average common shares outstanding .................... 127,991 127,991 114,141 127,991 ========= ========= ========= ========= See accompanying notes to consolidated financial statements. 3 CITY NATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statement of Changes in Stockholders' Equity (Unaudited) Accumulated Other Dollars in thousands, Common Preferred Retained Comprehensive Treasury except per share data Stock Surplus Stock Earnings Income (Loss) Stock Total ==================================================================================================================================== Balance, December 31, 1996 .............. $ 1,150 $ 901 $ 727 $ 5,645 $ (111) $ (25) $ 8,287 Net income .............................. -- -- -- 505 -- -- 505 Unrealized gain, net of tax ............. -- -- -- -- 41 -- 41 -------- Total comprehensive income, net of tax 546 Proceeds from issuance of preferred stock -- -- 820 -- -- -- 820 Dividends paid on preferred stock ....... -- -- -- (45) -- -- (45) Dividends paid on common stock .......... -- -- -- (172) -- -- (172) -------- -------- -------- -------- -------- -------- -------- Balance, June 30, 1997 .................. $ 1,150 $ 901 $ 1,547 $ 5,933 $ (70) $ (25) $ 9,436 ======== ======== ======== ======== ======== ======== ======== Balance, December 31, 1997 .............. $ 1,150 $ 901 $ 1,547 $ 6,497 $ (38) $ (25) $ 10,032 Net income .............................. -- -- -- 198 -- -- 198 Unrealized gain, net of tax ............. -- -- -- -- 19 -- 19 -------- Total comprehensive income, net of tax 217 Dividends paid on preferred stock ....... -- -- -- (82) -- -- (82) Dividends paid on common stock .......... -- -- -- (199) -- -- (199) -------- -------- -------- -------- -------- -------- -------- Balance, June 30, 1998 .................. $ 1,150 $ 901 $ 1,547 $ 6,414 $ (19) $ (25) $ 9,968 ======== ======== ======== ======== ======== ======== ======== See accompanying notes to consolidated financial statements. 4 CITY NATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES Consolidated Statement of Cash Flows (Unaudited) Six Months Ended June 30, In thousands 1998 1997 ================================================================================ Operating activities Net income ......................................... $ 198 $ 505 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization .................... 179 183 Provision for possible loan losses ............... 497 50 Writedown of other real estate owned Net (accretion of discount) amortization of premium ........................ (30) (12) Net gain on sales of investment securities available for sale ................ (9) (42) Gains and commissions on sales of loans held for sale .......................... -- (12) Decrease in accrued interest receivable ............ 61 67 Deferred income tax benefit ........................ (12) (26) Increase in other assets ........................... (240) (1,078) Decrease in accrued expenses and other liabilities ................................ (32) (2,783) -------- -------- Net cash provided by (used in) operating activities ............................. 612 (3,148) -------- -------- Investing activities Loans originated for sale .......................... (876) (756) Proceeds from sales of loans held for sale ......... -- 480 Decrease in loans .................................. 196 170 Decrease in interest bearing deposits with banks ....................................... -- 36 Proceeds from sales of investment securities available for sale .............................. 162 4,718 Proceeds from maturities of investment securities available for sale, including principal payments and calls ..................... 7,146 18,625 Proceeds from maturities of investment securities held to maturity, including principal payments and calls ..................... 8,543 604 Purchases of investment securities available for sale ............................... (5,329) (23,881) Purchases of investment securities held to maturity ...................................... (6,499) -- Purchases of premises and equipment ................ (369) (170) Decrease in other real estate owned ................ 49 94 -------- -------- Net cash provided by (used in) investing activities ............................. 3,023 (80) -------- -------- Financing activities Increase in long-term debt ......................... 10,000 2,000 Increase (decrease) in deposits .................... 5,358 (10,357) Increase in short-term borrowings .................. 1,787 2,825 Dividends paid on preferred stock .................. (82) (44) Dividends paid on common stock ..................... (199) (173) -------- -------- Net cash provided by (used in) financing activities ............................. 16,864 (5,749) -------- -------- Net increase (decrease) in cash and cash equivalents ................................. 20,499 (8,977) Cash and cash equivalents at beginning of period ........................................ 13,260 11,667 -------- -------- Cash and cash equivalents at end of period ......... $ 33,759 $ 2,690 ======== ======== Cash paid during the year: Interest ........................................... $ 2,001 $ 1,982 Income taxes ....................................... 424 303 See accompanying notes to consolidated financial statements. 5 CITY NATIONAL BANCSHARES CORPORATION Notes to Consolidated Financial Statements (Unaudited) 1. 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. 2. 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, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31,1998. 3. Net income per common share Basic income per common share is calculated by dividing net income less dividends paid on preferred stock by the weighted average number of common shares outstanding. On a diluted basis, both net income and common shares outstanding are adjusted to assume the conversion of the convertible subordinate debentures from the date of issue. 4. Recent accounting pronouncements In June, 1997 the Financial Accounting Standards Board ("FASB") issued SFAS No. 130, "Reporting Comprehensive Income," effective for fiscal years beginning after December 15, 1997. SFAS 130 establishes standards for reporting and displaying of comprehensive income and its components (revenues, expenses, gains, and losses) in a full set of general-purpose financial statements. SFAS 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Corporation adopted SFAS No. 130 in the first quarter of 1998. Total comprehensive income consists of net income and other comprehensive income which is comprised of unrealized holding gains (loss) on securities available for sale, net of tax. In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative instruments, and for hedging activities. SFAS No. 133 supersedes the disclosure requirements in SFAS No. 80, 105, and 119 and is effective for periods after June 15, 1999. The adoption of SFAS No. 133 is not expected to have a material impact on the financial position or results of operations of the Corporation. 6 Management's Discussion and Analysis of Results of Operations and Financial Condition Results of operations Net income for the first half of 1998 was $198,000 compared to $505,000 for the similar 1997 period. Related earnings per common share on a fully diluted basis decreased to $1.38 from $3.65 a year earlier. The 1998 second quarter reflected a $65,000 net loss compared to net income of $255,000 for the second quarter of 1997. Related diluted per common share (loss) earnings were $(.51) compared to $1.99. A $405,000 provision for possible loan losses was recorded in the second quarter of 1998 in connection with an overdraft incurred during that quarter which is more fully discussed under "Nonperforming loans" below. This increased provision was the primary reason for the negative earnings performance. Net interest income For the first half of 1998, net interest income on a tax equivalent basis decreased 5.2%, to $2,467,000 from $2,603,000 in the comparable 1997 period. The related net interest margin declined to 3.94% from 4.09% due to higher cost of deposits. Tax equivalent interest income was relatively unchanged as was the mix in earning assets and the average rate earned on earning assets, which rose two basis points to 7.42% from 7.40%. Interest expense rose 6.14% on relatively unchanged interest bearing liabilities due to an increase in April, 1998 of $10 million in Federal Home Loan Bank advances, which were used in part to replace municipal time deposits. The average rate paid to fund interest earning assets rose from 3.31% to 3.51%. Management has been actively reducing municipal time deposit levels by utilizing these advances, which are included in long-term debt and have allowed the Corporation to obtain more stable funding for longer terms at no additional cost. For the second quarter of 1998, net interest income on a tax equivalent basis declined 3.3%, to $1,277,000 from $1,321,000 in the comparable 1997 period. The related net interest margin decreased to 3.86% from 4.15% due to a higher cost of funding interest earning assets. Tax equivalent interest income was relatively unchanged as was the mix in earning assets and the average rate earned on earning assets. Interest expense rose 3.46% due to the aforementioned Federal Home Loan Bank advances, while the average rate to fund interest earning assets rose from 3.39% to 3.52%. 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) 1998 1997 1998 1997 - -------------------------------------------------------------------------------- Balance at beginning of period $ 825 $ 750 $ 825 $ 760 Provision for possible loan losses 497 50 459 23 Recoveries of previous charge-offs 53 29 7 17 ----- ----- ----- ----- 1,375 829 1,291 800 Less: Charge-offs 29 100 16 - ----- ----- ----- ----- Balance at end of period $1,275 $ 800 $1,275 $ 800 ===== ===== ===== ===== 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, 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. 7 June 30, March 31, December 31, (Dollars in thousands) 1998 1998 1997 - -------------------------------------------------------------------------------- Reserve for possible loan losses as a percentage of: Total loans 2.26% 1.32% 1.45% Total nonperforming loans 53.04% 62.31% 59.10% Total nonperforming assets (nonperforming loans and OREO) 41.57% 41.52% 53.78% Net charge-offs (recoveries) as a percentage of average loans (year-to-date) 0.08% 0.02% 0.15% 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 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. June 30, March 31, December 31, (Dollars in thousands) 1998 1998 1997 - -------------------------------------------------------------------------------- Nonaccrual loans Commercial $ 1,489 $ 827 $ 568 Installment 1 11 1 Real estate 310 186 597 ------ ------ ------ Total 1,800 1,024 1,166 ------ ------ ----- Loans past due 90 days or more and still accruing Commercial 230 - 46 Installment - - - Real estate 374 300 184 ------ ------ ------ Total 604 300 230 ------ ------ ------ Total nonperforming loans 2,404 1,324 1,396 ------ ------ ------ Troubled debt restructurings 1,261 1,261 1,261 ------ ------ ------ Total nonperforming loans and troubled debt restructurings $3,665 $2,585 $2,657 ====== ====== ====== During April, 1998 a customer of City National Bank incurred overdrafts aggregating approximately $805,000, exceeding the customer's authorized limit. This customer sells money orders issued by City National Bank as an agent of the Bank. No further deposits have been made and the Bank has commenced legal action to collect the overdraft, and has made claims against a $300,000 fidelity bond maintained by the customer, as well as its own blanket bond. The customer has filed a defense against the claims made by the Bank, along with a counterclaim, which was dismissed but may be resubmitted if additional information is provided. While the Bank is confident of its claims, the ultimate outcome of these actions cannot be determined and the complete collection of the overdraft is uncertain. Based on an evaluation of the information currently available, the second quarter and first half of 1998 include a $405,000 addition to the reserve for possible loan losses to provide for a possible loss on this overdraft, which is included with nonaccrual commercial loans at June 30, 1998. Troubled debt restructurings includes two loans to one commercial borrower totaling $1.3 million. A $1 million construction loan was originated in August, 1996 and subsequently increased by $200,000. Payments remained current thought June, 1997 when construction was completed and the loan was converted to a permanent commercial mortgage, at which time principal paydowns were scheduled to commence. Prior to becoming 90 days past due, the terms of the loan were modified to continue interest only payments for a specified period of time. The loan is secured by a leasehold mortgage on the financed property and the borrower's principals have provided joint and several personal guarantees. In addition, a $100,000 working capital loan secured by receivables was originated in July, 1997. 8 The loan is currently performing in accordance with the modified terms while the working capital loan is currently performing in accordance with it original terms. Management believes that both of these loans are adequately secured and fully collectible. Nonperforming assets are generally well secured by residential and small commercial real estate. 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 or near current market value. At June 30, 1998, there were no commitments to lend additional funds to borrowers for loans that were on nonaccrual or contractually past due in excess of 90 days and still accruing interest, or to borrowers whose loans have been restructured. Other operating income Other operating income, including the results of investment securities transactions, rose slightly in both the first half and second quarter of 1998 compared to the similar 1997 periods due to higher service charges resulting from increased transaction volume along with higher loan syndication fees. Other operating expenses Other operating expenses rose 1.8% for the first half of 1998 and 8.2% in the second quarter of 1998 compared to the similar 1997 periods. Both periods were affected by costs incurred in connection with the opening during the second quarter of 1998 of a new branch office. Income tax expense Income tax expense as a percentage of pretax income declined to 33.8% from 36.3% for the first quarter of 1998 compared to the first quarter of 1997 as a result of higher levels of income subject to lower state income tax rates. Investment securities There was little activity in either the held to maturity or available for sale portfolio during the first quarter of 1998. Loans Loans held for sale rose to $1.7 million at June 30, 1998 from $807,000 at December 31, 1997 reflecting a 15.9% increase in loans originated for sale during the 1998 first quarter compared to the first three months of 1997. Loans totaled $56.4 million at June 30, 1998 compared to $56.9 million at December 31, 1997, as payoffs exceeded originations. Deposits Average deposits for the first half of 1998 totaled $115.3 million compared to $120.4 million for the first half of 1997, while total deposits rose from $119.7 million at 1997 year-end to $125.1 million at June 30, 1998. The decrease in average deposits resulted from management's decision to reduce the levels of municipal time deposits through more stable funding sources. Total deposits were higher due to a nonrecurring $12 million municipal savings deposit which was on hand at June 30, 1998, while December 31, 1997 included a similar $8 million nonrecurring demand deposit from a U.S. Government agency. The Bank's deposit levels may change significantly on a daily basis because deposit accounts maintained by municipalities represent a significant part of the Bank's deposits and are more volatile than commercial or retail deposits. Total certificates of deposit decreased from $70 million at 1997 year-end to $66.1 million at the end of the 1998 first quarter due to a reduction in certificates of deposit of $100,000 or more, most of which are municipal deposits, which declined from $51 million at December 31, 1997 to $45.5 million at March 31, 1998. Short-term borrowings Average short-term borrowings declined 17.7% from the first half of 1997 compared to the corresponding 1998 period, reflecting lower levels of U.S. Treasury tax and loan note option balances, while the average rate paid on these borrowings rose by seven basis points. 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. 9 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 Bank also utilizes the Federal Home Loan Bank advance program for its liquidity needs. The major contribution during the first half of 1998 from operating activities to the Corporation's liquidity come from net income, while an increase in other assets represented the highest use of cash. Sources of cash provided by investing activities were derived primarily from proceeds from maturities, principal payments and early redemptions of investment securities held to maturity, which amounted to $8.5 million, while net cash used in investing activities was primarily the result of the purchase of investment securities held to maturity, which totaled $8.5 million. The primary source of funds from financing activities resulted from an increase in long-term debt, which rose $10 million, while the highest use of cash in financing activities resulted from dividend payments. 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-sensitivity 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 30,1998, the Corporation had a cumulative one-year static gap of a negative $12.8 million, representing 8.2% of total assets compared to a negative $12.9 million gap at December 31,1997, which represented 9.29% 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 200 basis points, which is the maximum change that management uses to measure the Corporation's exposure to interest rate risk. Capital Stockholders' equity amounted to approximately $10 million at both June 30,1998 and December 31, 1997. Stockholders' equity as a percentage of total assets was 6.55% at June 30,1998 compared to 7.22% at December 31, 1997. 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 30,1998 the Corporation's core capital (Tier 1) and total (Tier 1 plus Tier 2) risked-based capital ratios were 14.81% and 18.55%, respectively. 10 PART II Other information Item 5. Other Matters a) On February 26, 1998, the Board approved the declaration of a $1.75 per share dividend to common stockholders, payable on April 6, 1998 to stockholders of record on March 4, 1998. Item 6a. Exhibits (3)(a) The Corporation's Restated Articles of Incorporation (incorporated herein by reference to Exhibit (3)(d) of the Corporation's Current Report on Form 8-K dated July 28, 1992). (3)(b) Amendments to the Corporation's Articles of Incorporation establishing the Corporation's Non-cumulative Perpetual Preferred Stock, Series A (incorporated herein by reference to Exhibit (3)(b) of the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995). (3)(c) Amendments to the Corporation's Articles of Incorporation establishing the Corporation's Non-cumulative Perpetual Preferred Stock, Series B (incorporated herein by reference to Exhibit (3)(c) of the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995). (3)(d) Amendments to the Corporation's Articles of Incorporation establishing the Corporation's Non-cumulative Perpetual Preferred Stock, Series C (incorporated herein by reference to Exhibit (3)(i) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996). (3)(e) Amendments to the Corporation's Articles of Incorporation establishing the Corporation's Non-cumulative Perpetual Preferred Stock, Series D (incorporated herein by reference to Exhibit filed with the Corporation's current report on Form 10-K dated July 10, 1997). (3)(f) The amended By-Laws of the Corporation (incorporated herein by reference to Exhibit (3)(c) of the Corporation's Annual Report on Form 10-K for the year ended December 31, 1991). (4)(a) The Debenture Agreements between the Corporation and its Noteholders (incorporated herein by reference to Exhibit (4)(a) of the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993). (4)(b) Note Agreement dated December 28, 1995 by and between the Corporation and the Prudential Foundation (incorporated herein by reference to Exhibit (4)(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1995). (10)(a) The Employee's Profit Sharing Plan of City National Bank of New Jersey (incorporated herein by reference to Exhibit (10) of the Corporation's Annual Report on Form 10-K for the year ended December 31, 1988). (10)(b) The Employment Agreement among the Corporation, the Bank and Louis E. Prezeau dated May 24, 1997 (incorporated by reference to Exhibit 10 to the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997). (10)(c) Lease and option Agreement dated may 6, 1995 by and between the RTC and City National Bank of New Jersey (incorporated herein by reference to Exhibit (10)(d) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995). (10)(d) Asset Purchase and Sale Agreement between the Bank and Carver Federal Savings Bank dated as of January 26, 1998 (incorporated herein by reference to Exhibit 10(d) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1997). (11) Statement re computation of per share earnings (27) Financial Data Schedule 11 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 12, 1998 ____________________ Edward R. Wright Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)