CITY NATIONAL BANCSHARES CORP
10-Q, 1996-05-15
STATE COMMERCIAL BANKS
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                       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, 1996
         [   ] 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 May 15, 1996 was approximately $1,402,180.

There were 114,141 shares of common stock outstanding at May 15, 1996.

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                                       1
<PAGE>

Index                                                                       Page

Part I.  Financial Information

Item 1.  Financial statements

         Consolidated Balance Sheet as of March 31, 1996 and
         December 31, 1995.....................................................3

         Consolidated Statement of Income for the Three Months
         Ended March 31, 1996 and 1995.........................................4

         Consolidated Statement of Changes in Stockholders' Equity for
         the Three Months Ended March 31, 1996 and 1995........................5

         Consolidated Statement of Cash Flows for the Three Months
         Ended March 31, 1996 and 1995.........................................6

         Notes to Consolidated Financial Statements............................7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.............................................8

Part II. Other Information....................................................12

Signatures....................................................................13

Item 6.  Exhibits and reports on Form 8-K.....................................14


                                       2
<PAGE>
CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARY

Consolidated Balance Sheet
                                                        March 31,   December 31,
Dollars in thousands, except per share data                1996          1995
                                                          ========      ========

Assets

Cash and due from banks ............................      $  2,442      $  3,344
Federal funds sold .................................         8,900         6,950
Interest bearing deposits with banks ...............           128           321
Investment securities available for sale ...........        30,920        30,609
Investment securities held to maturity
  (Market value of $29,738 at March 31,
  1996 and $24,434 at December 31,1995) ............        29,967        24,494
Loans held for sale ................................           388           555
Loans ..............................................        50,735        44,739
Less: Reserve for possible loan losses .............           675           650
                                                          --------      --------
Net loans ..........................................        50,060        44,089
                                                          --------      --------

Premises and equipment .............................         3,046         2,288
Accrued interest receivable ........................           910           955
Other real estate owned ............................           212           212
Other assets .......................................           417           593
                                                          --------      --------

Total assets .......................................      $127,390      $114,410
                                                          ========      ========

Liabilities and Stockholders' Equity

Deposits:
       Demand ......................................      $ 13,771      $ 12,925
       Savings .....................................        42,978        37,019
       Time ........................................        56,019        50,945
                                                           -------      --------
Total deposits .....................................       112,768       100,889
Short-term borrowings ..............................         3,527         3,661
Accrued expenses and other liabilities .............         1,626         1,215
Long-term debt .....................................         1,749         1,749
                                                           -------      --------

Total liabilities ..................................       119,670       107,514

Commitments and contingencies

Stockholders' equity
  Preferred stock, no par value: Authorized
    100,000 shares, 128 shares  issued and
    outstanding ....................................           727           200
  Cmmon stock, par value $10: Authorized
    400,000 shares; issued 114,980 shares
    in 1996 and 111,980 shares in 1995,
    outstanding 114,141 shares in 1996
    and 111,141 shares in 1995 .....................         1,150         1,120
    Surplus ........................................           901           886
    Retained earnings ..............................         5,126         4,856
     Less:
       Net unrealized loss on investment
         securities available for sale .............           159           141
       Treasury stock, at cost - 839 shares ........            25            25
                                                           -------      --------

Total stockholders' equity .........................         7,720         6,896
                                                           -------      --------

Total liabilities and stockholders' equity .........      $127,390      $114,410
                                                          ========      ========

See accompanying notes to consolidated financial statements

                                       3
<PAGE>
  

CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARY

Consolidated Statement of Income
                                                    Three months ended March 31,
Dollars in thousands, except per share data ..............       1996       1995
                                                             ========   ========


Interest income
Interest and fees on loans ................................  $  1,045   $    751
Interest on Federal funds sold and securities
        purchased under agreements to resell ..............       158        156
Interest on other short term investments
Interest on deposits with banks ...........................         2          1
Interest and dividends on investment securities:
        Taxable ...........................................       983        802
        Tax-exempt ........................................        29         26
                                                             --------   --------
Total interest income .....................................     2,217      1,736
                                                             --------   --------
Interest expense
Interest on deposits ......................................       725        619
Interest on short-term borrowings .........................        37         49
Interest on long-term debt ................................        25          5
                                                             --------   --------
Total interest expense ....................................       787        673
                                                             --------   --------
Net interest income .......................................     1,270      1,063
Provision for possible loan losses ........................        10        122
                                                             --------   --------
Net interest income after provision
         for possible loan losses .........................     1,260        941
                                                             --------   --------
Other operating income
Service charges on deposit accounts .......................       143        148
Other income ..............................................       169        365
Net gain on sales of investment securities ................        10         --
                                                             --------   --------
Total other operating income ..............................       322        513
                                                             --------   --------
Other operating expenses
Salaries and other employee benefits ......................       661        589
Occupancy expense .........................................        64         16
Equipment expense .........................................        73         49
Other expenses ............................................       366        327
                                                             --------   --------
Total other operating expenses ............................     1,164        981
                                                             --------   --------

Income before income tax expense ..........................       418        473
Income tax expense ........................................       146        175
                                                             --------   --------
Net income ................................................  $    272   $    298
                                                             ========   ========
Net income per share

Primary ...................................................  $   2.37   $   2.65
Fully diluted .............................................      2.10       2.36
                                                             ========   ========

Primary average shares outstanding ........................   113,501    111,141
Fully diluted average shares outstanding ..................   127,351    124,991
                                                             ========   ========
See accompanying notes to consolidated financial statements
                                     4
<PAGE>

CITY NATIONAL BANCSHARES CORPORATION
 AND SUBSIDIARY

Consolidated Statement of Changes
in Stockholders' Equity
<TABLE>
<CAPTION>
                                                                                                   Net Unrealized
                                                                                                   Loss on Invest-
                                                                                                   ment Securities
                                                       Common                Preferred   Retained    Available      Treasury
Dollars in thousands, except per share data             Stock      Surplus      Stock    Earnings    For Sale        Stock    Total
                                                       =======     =======    =======     =======     =======      =======   =======
<S>                                                    <C>        <C>         <C>         <C>         <C>         <C>       <C>

Balance, December 31, 1994 ........................    $ 1,120    $   886         --      $ 4,194     $  (587)    $   (25)  $ 5,588
Net income ........................................         --         --         --          298          --          --       298
Net unrealized loss on investment
  securities available for sale ...................         --         --         --           --         104          --       104

Dividends paid on common stock ....................         --         --         --         (139)         --          --      (139)
                                                        -------    -------    -------      -------     -------     -------   -------
Balance, March 31, 1995 ...........................    $ 1,120    $   886         --      $ 4,353     $  (483)    $   (25)  $ 5,851
                                                        =======    =======    =======      =======     =======     =======   =======

Balance, December 31, 1995 ........................    $ 1,120    $   886    $   200      $ 4,856     $  (141)    $   (25)  $ 6,896
Net income ........................................         --         --         --          272          --          --       272
Proceeds from issuance of stock ...................         30         15        527           --          --          --       572
Change in net unrealized loss on
  investment securities available for sale ........         --         --         --           --         (18)         --       (18)
Dividends paid on preferred stock .................         --         --         --           (2)         --          --        (2)
                                                        -------    -------    -------      -------     -------     -------   -------
Balance, March 31, 1996 ...........................    $ 1,150    $   901    $   727      $ 5,126     $  (159)    $   (25)  $ 7,720
                                                        =======    =======    =======      =======     =======     =======   =======

See accompanying notes to consolidated financial statements.
</TABLE>

                                       5
<PAGE>
CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARY

Consolidated Statement of Cash Flows

                                                    Three Months Ended March 31,
In thousands                                                  1996         1995
                                                              ====         ====
Operating activities
Net income ...........................................    $    272     $    298
Adjustments to reconcile net income to
  net cash from operating activities:
  Depreciation and amortization ......................          64           30
  Provision for possible loan losses .................          10          122
  Amortization of premium, net of discount
    accretion on investment securities ...............          12           25
  Net gains on calls of investment
    securities held to maturity ......................         (10)          --
  Gains and commissions on loans held for sale .......         (14)         (28)
Decrease in accrued interest receivable ..............          45          285
Deferred income tax expense (benefit) ................          50          (51)
Decrease in other assets .............................         176        1,158
Increase in accrued expenses and other
  liabilities ........................................         396          191
                                                          --------      --------

Net cash provided by operating activities ............       1,001        2,030
                                                          --------     --------
Investing activities
Loans originated for sale ............................      (1,251)        (942)
Proceeds from sales of loans held for sale ...........       1,432        1,155
(Increase) decrease in loans .........................      (1,964)         263
Purchase of loans in connection with
  branch acquisitions ................................      (4,035)     (11,479)
Decrease (increase) in interest bearing
  deposits with banks ................................         193          (93)
Proceeds from maturities of investment
  securities available for sale, including
  principal payments and calls .......................       1,684           95
Proceeds from maturities of investment
  securities held to maturity, including
  principal payments and calls .......................       3,335          570
Purchases of investment securities available
  for sale ...........................................      (2,028)        (975)
Purchases of investment securities held to
  maturity ...........................................      (8,812)      (5,420)
Purchases of premises and equipment ..................        (822)        (217)
                                                          --------     --------

Net cash used in investing activities ................     (12,268)     (17,043)
                                                          --------     --------
Financing activities
Deposits assumed in branch acquisition ...............       7,661           --
Increase (decrease) in deposits ......................       4,218       (3,094)
(Decrease) increase in short-term borrowings .........        (134)       2,161
Proceeds from issuance of common stock ...............          45           --
Proceeds from issuance of preferred stock ............         527           --
Dividends paid .......................................          (2)        (137)
                                                          --------     --------
Net cash provided (used) by financing
  activities .........................................      12,315       (1,070)
                                                          --------     --------
Net increase (decrease) in cash and
  cash equivalents ...................................       1,048      (16,083)

Cash and cash equivalents at beginning of period .....      10,294       27,131
                                                          --------     --------
Cash and cash equivalents at end of period ...........    $ 11,342     $ 11,048
                                                          ========     ========
Cash paid during the year:
Interest .............................................    $    731     $    611
Income taxes .........................................         (57)         375

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>
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 three
months ended March 31, 1996 are not  necessarily  indicative of the results that
may be expected for the year ended December 31, 1996.

3.  Reclassifications

Certain  reclassifications  have  been made to the 1996  consolidated  financial
statements in order to conform to the 1995 presentation.

Management's Discussion and Analysis of Results of Operations and Financial
Condition

General

On March 8, 1996 City National Bank acquired a branch office,  assuming deposits
totalling  $7.6 million in exchange for $500,000 of CNBC  preferred  stock.  The
branch was acquired for fair market value and continues a trend  established  in
1994 of selectively expanding into urban areas where CNB believes it may provide
a need for its unique personalized type of service.

Results of operations

Net income for the first quarter of 1996 decreased  15.4% to $272,000 , compared
to $298,000 for the similar 1995 quarter. Returns on average stockholders equity
and average  assets  were 14.76% and .89% for the 1996 first  quarter and 20.82%
and 1.08% for the  corresponding  1995 quarter.  Related earnings per share on a
fully  diluted  basis  fell to $2.10 from  $2.36.  The lower  earnings  resulted
primarily  from  $198,000  of  proceeds   received  from  the  Resolution  Trust
Corporation ("RTC") in February,  1995 representing  earnings on funds allocated
to purchase loans from the RTC, offset in part by a special addition of $115,000
to the provision for possible loan losses.

Net interest income

Net interest income rose 14.5%,  from $1,063,000 in the first quarter of 1995 to
$1,270,000  in the first  quarter of 1996,  as the net interest  margin on a tax
equivalent basis increased from 4.28% to 4.42%. A higher level of earning assets
was the primary reason for the increase.  Average interest earning assets in the
first  quarter of 1996 rose to $116.5  million from $102 million in 1995.  $13.6
million of this growth  occurred within the loan  portfolio.  Although  internal
loan growth was  relatively  flat, the increased  occurred  primarily due to the
acquisition in February, 1995 of $11.5 million in residential mortgages from the
RTC in connection  with the  acquisition of a branch of a failed saving and loan
association in May, 1994.

At March 31, 1996 loans totalled $51.1 million  compared to $44.7 million a year
earlier,  due to the  purchase of $4 million in  residential  mortgage  loans in
conjunction with the February, 1996 branch acquisition.

Average investments  remained  relatively  unchanged during the first quarter of
1996 compared to a year earlier,  while the investment  portfolio increased from
$55 million at March 31, 1995 to $60.9  million at March 31,  1996.  This growth
occurred  primarily in US.  Government agency securities , as the Bank purchased
$8.7 million of medium-term  callable fixed rate agency  securities with various
call dates ranging from one to three years,  to mitigate the risk of reinvesting
at possibly lower rates in the event rates decrease and the bonds are called.

Deposits  averaged  $113.9  million for the first half of 1996 compared to $99.1
million for the 1995 first  quarter,  an increase of 14.9%.  Most of the deposit
growth occurred due to higher levels of municipal Super now and time deposits.

At March 31, 1996 deposits  totalled $112.8 million compared to $100.9 million a
year earlier with  increases  occurring  in all deposit  categories,  due to the
aforementioned  March, 1996 branch acquisition,  as well as the higher municipal
deposit levels.

Provision and reserve for possible loan losses

                                       7
<PAGE>
Changes in the reserve for possible loan losses are set forth below.

                                                                    Three Months
                                                                 Ended March 31,

(Dollars in thousands) ...........................................   1996   1995
                                                                     ----   ----
Balance at beginning of period ...................................   $650   $625
Provision (credit) for possible loan losses ......................     10    122
Recoveries of previous charge-offs ...............................     18     14
                                                                     ----   ----
                                                                      678    761

Less:  Charge-offs ...............................................      3     11
                                                                     ----   ----
Balance at end of period .........................................   $675   $750
                                                                     ====   ====

The  higher  provision  in the first  quarter of 1995  resulted  from a $115,000
special provision to establish a 1% reserve of the balance of the loan portfolio
acquired from the RTC.

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 non
performing  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.

                                               March 31,  December 31, March 31,
(Dollars in thousands)                            1996       1995        1995
                                              ----------------------------------
Reserve for possible loan losses
   as a percentage of:
   Total loans ...............................     1.32%      1.45%       2.04%
   Total nonperforming loans .................    94.27      74.71      109.33
   Total nonperforming assets
     (nonperforming loans and (OREO) .........    72.73      60.07       75.53
   Net charge-offs as a percentage of
     average loans ...........................      .02       1.43         .02

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  payment are 90 days
or more past due.  Delinquent  interest  payments  are  credited  to income when
received.  The following table presents the principal  amounts of non performing
loans past due 90 days or more and accruing.

                                                 March 31, December 31 March 31,
(Dollars in thousands) ...........................   1996      1995      1995
                                                     ----      ----      ----
Nonaccrual loans
   Commercial ....................................   $ 65      $ 68      $ 20
   Installment ...................................      2         2         3
   Real estate ...................................    638       800       408
                                                     ----      ----      ----
Total ............................................    705       839       431
                                                     ----      ----      ----
Loans past due 90 days
   or more and accruing
   Commercial ....................................     --         1        88
   Installment ...................................     --        --        --
   Real estate ...................................     11        30       167
                                                     ----      ----      ----
Total ............................................     11        31       255
                                                     ----      ----      ----
Total nonperforming loans ........................   $716      $870      $686
                                                     ====      ====      ====

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.

The  reduction in nonaccrual  loans during the first  quarter  resulted from the
favorable resolution of two real estate loans.

Other operating income

Other  operating  income,   including  the  results  of  investment   securities
transactions,  decreased  37.2%,  from  $513,000 in the first quarter of 1995 to
$322,000  in  the  first  quarter  of  1996,   primarily  as  a  result  of  the
aforementioned $198,000 received from the RTC in 1995.

                                       8
<PAGE>
Other operating expenses

Other  operating  expenses  rose 18.7% in the 1996 first quarter to $1.2 million
from  $981,000  in the 1995 first  quarter,  with  higher  expenses  incurred in
virtually  all areas.  Salaries and other  employee  benefits  rose 12.1% due to
merit  increases,  additional  staffing  costs  incurred in connection  with the
branch acquisition and higher employee benefit costs.

Occupancy and equipment expenses increased 110.8% in the 1996 first quarter from
a year earlier due to primarily higher depreciation resulting from the completed
renovations of the administrative offices.

Other operating expenses were up 11.9% due to higher marketing costs,  offset in
part by lower deposit insurance expense.

Income tax expense

Income tax  expense  decreased  from  $175,000  in the first  quarter of 1995 to
$146,000 in the 1996 first  quarter  reflecting  the  generally  lower  earnings
level,  while income tax expense as a percentage of pretax income decreased from
37% to 34.9% as a result of lower levels of income subject to state income tax.

Short-term interest earning assets

Short-term  interest assets averaged $12.7 million for the first quarter of 1996
compared to $11.3  million for the similar  1995 period.  This nominal  increase
occurred due to the utilization of both deposit and capital growth primarily for
loans.

Investment securities available for sale

Investment  securities available for sale remained relatively unchanged at March
31, 1996 from 1995 year-end, while unrealized depreciation in the portfolio rose
to $159,000 from $135,000 at those dates,  reflecting the effects of an increase
during the quarter in interest rates.

Investment securities held to maturity

Investment  securities  held to maturity  increased  from $24.5  million at 1995
year-end  to $30  million at the end of the 1996 first  quarter  reflecting  the
purchase  of  $8.7  million  of  fixed-rate  medium-term  U.S.  agency  callable
securities.  As a result of the aforementioned increase in rates, the unrealized
depreciation in the held to maturity portfolio rose from $60,000 at December 31,
1995 to $229,000 at the end of the 1995 first quarter.

Loans

Loans held for sale  decreased from $555,000 at December 31, 1995 to $388,000 at
March,  31, 1996 while loans  originated for sale declined from $942,000  during
the 1995 first  quarter to $809,000 in the 1996 first  quarter.  The increase in
loans from $44.7 million at December 31, 1995 to $50.7 million at March 31, 1996
resulted from  primarily $4 million in loans  purchased in  connection  with the
branch  acquisition.  These loans  consisted of one-to-four  family  residential
mortgages, all of which were performing.

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
deposits and credit customers.  Liquidity needs arise principally to accommodate
possible deposit outflows and to meet customers'  request for loans.  Such needs
can be satisfied by maturing loans and investments, short-term liquid assets and
the ability to raise short-term funds from external sources.

The  Corporation  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 US.
Treasury tax and loan note option program.

It is the  responsibility  of senior  management  to  monitor  and  oversee  all
activities  relating to liquidity  management and the protection of net interest
income from fluctuations in interest rates. The major contribution for the first
three months to the  Corporation 's liquidity came from the deposit  assumption,
while the primary use of funds was for investment purchases.

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.

                                       9
<PAGE>
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 March 31, 1996, the Corporation  had a cumulative  one-year gap of a negative
$14.9 million,  representing 11.84% of total assets compared to a negative $13.5
million gap at December  31, 1995,  which  represented  11.74% of total  assets.
Utilizing the dynamic  simulation  model,  management  believes that this amount
would not result in a significant  change in net interest income showed interesr
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

Stockholders' equity amounted to $7.7 million at March 31, 1996 compared to $6.9
million at December 31, 1995.  In addition to the  increase  from first  quarter
earnings,  the  Corporation  issued  $527,000 of preferred  stock and $45,000 of
common stock.  Stockholders' equity as a percentage of total assets was 6.06% at
March 31, 1996, while the consolidated  leverage ratio was 6.16%, which compares
with  existing  guidelines  established  by the  Federal  Reserve  Bank for bank
holding companies of 3%.

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 March 31, 1996,  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 6a. Exhibits

        (11)  Statement re computation of per share earnings

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)

         May 14, 1996      __________________________
                           Edward R. Wright
                           Senior Vice President and Chief Financial
                           Officer (Principal Financial and Accounting Officer)


                                       10



EXHIBIT 11.  STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

City National Bancshares Corporation
Computation of Earnings Per Common Share on a
Primary & Fully Diluted Basis

In thousands, except per share data

                                                            Three Months Ended
                                                                 March 31,
                                                               1996       1995
                                                             --------   --------

Net income applicable to
  primary common shares ..................................   $    272   $    298

Interest expense on convertible
  subordinated debentures, net of
  income tax .............................................          3          3

Dividends on preferred stock ..............................         6        --
                                                             --------   --------

Net income applicable to fully
  diluted common shares .................................... $    263   $    295
                                                             ========   ========

Number of average shares
Primary ....................................................  111,141    111,141
                                                             --------   --------

Fully diluted:
  Average common shares outstanding ........................  111,141    111,141
  Average convertible subordinated
    debentures converted to common shares ..................   13,850     13,850
                                                             --------   --------

                                                              124,991    124,991
                                                             ========   ========

Net income per share

Primary .................................................... $   2.37   $   2.65
Fully diluted ..............................................     2.10       2.36


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


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     City National Bancshares Corporation
</LEGEND>
                     
                 
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                                        727                       0
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