Western Commerce Bancshares of Carlsbad, Inc./media/Documents/banking/nic/fry-6/201… · 31/12/2016 · Tax-other Miscellaneous Total Expenses NET INCOME (LOSS) BEFORE CREDIT FOR

WESTERN COMMERCE BANCSHARES OF CARLSBAD, INC.

REPORT ITEM la:

REPORT ITEM lb:

REPORT ITEM 2:

REPORT ITEM 3:

REPORT ITEM 4:

FORM- F.R. Y-6

NONE

Bank Holding Company Financial Statements.

See pages 4 and 5.

Organization Chart and Branch Structure Verification.

See page 6 and 7 ..

Shareholders.

See pages 8 and 9

Directors and Officers.

See pages 10 and 11.

WESTERN COMMERCE BANCSHARES OF CARLSBAD, INC. (PARENT ONLY)

BALANCE SHEET FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

A S S E T S

CASH PREPAID LIFE INSURANCE CASH SURRENDER VALUE LIFE INSURANCE INVESTMENT IN SUBSIDIARY-28 shares

100% of Western Commerce Bank common stock (at equity in net assets)

WESTERN COMMERCE BANCSHARES TRUST I GOODWILL-Net of accumulated amortization

of $1,731,313

TOTAL.ASSETS

L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y

LIABILITIES: CSV Life Insurance Liability Trust Preferred Debenture Interest Payable Deferred Comp Liab. (Phantom Stk) State Withholding Payable

TOTAL LIABILITIES

SHAREHOLDERS' EQUITY: Common Stock-$4.00 par value,

200,000 shares authorized, 141,326 issued and outstanding

Paid-in capital in excess of par Retained earnings

Less: Unrealized Gain/Losses in Subsidiary

Subtotal

Less 71,789.116 shares held in Treasury

Total Shareholder's Equity

TOTAL LIABILITIES AND SHAREHOLDERS

12/31/2016

$ 1,284,772 0 0

36,619,989 464,000

2,116,062

$ 40,484,823

0 15,464,000

18,866 0

64,059

15,546,925

565,304 5,961,680

41,620,412 (505,766)

47,641,630

(22,703,732)

24,937,898

$

$

EQUITY $ 40,484,823 $

12/31/2015

1,669,854 0 0

37,120,051 464,000

2,116,062

41,369,967

0 15,464,000

15,453 417,066

82,466

15,978,985

565,304 5,961,680

41,992,207 (424,477)

48,094,714

(22,703,732)

25,390,982

41,369,967

WESTERN COMMERCE BANCSHARES OF CARLSBAD, INC. (Parent Only)

STATEMENT OF INCOME AND EXPENSE FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

INCOME:

Distribution Income Interest Income Other Income

Total Income

EXPENSES:

Interest on notes payable Amortization of Goodwill Deferred Compensation Expense Legal and Accounting Administrative expense Consulting fees Insurance Premiums Tax-other Miscellaneous

Total Expenses

NET INCOME (LOSS) BEFORE CREDIT FOR INCOME TAX AND EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARY

CREDIT FOR INCOME TAX

NET INCOME (LOSS) BEFORE EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARY

EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARY

$

12/31 /16

6,081,449 11,143

0

6,092,592

374,768 0

219,329 10,135 10,470 45,176

0 75

0

659,953

5,432,639

0

5,432,639

(418,773)

$

NET INCOME (LOSS) $ 5,013,866 $

12/31 /15

5,803,519 9,332

0

5,812,851

312,707 0

203,687 540

11,232 45,124

0 50

0

573,340

5,239,511

0

5,239,511

1,086,758

6,326,269

FORM F.R. Y-6

REPORT ITEM 2


**NO ENTITY HAS A LEI**

ORGANIZATION CHART

AS OF DECEMBER 31, 2016

Western Commerce Bancshares of Carlsbad, Inc.

Carlsbad, New Mexico

(A New Mexico Corporation)

Incorporated in New Mexico

I I I _______ Owns 100% of Western

I I I I I I

Owns 100% of Western Commerce Bank



I

I I I I I

Owns 74% of Western Data Services, Inc.



Commerce Bancshares of

Carlsbad Trust I

Wilmington, DE

Incorporated in New York

FORM F.R. Y-6


FISCAL YEAR ENDED DECEMBER 31, 2016

SHAREHOLDERS OWNING OR CONTROLLING 5% OR MORE

REPORT ITEM 3(1)

NAME/ADDRESS

LIBNAB & Co.

COUNTRY OF

CITIZENSHIP

OR INCORP.

United States

Trustees: Don Kidd and Twilla Thomason

Carlsbad, NM 88221

Saul Skoler 2002 Living United States

Trust dated May 28, 2002

Saul Skoler, Trustee

Coconut Grove, FL 33133

Sylvia J. Wechter United States

El Paso, TX 79912

Jack and Frankie White United States

Irrevocable Trust A

Beverly M. White, Trustee

Carlsbad, NM

Jack and Frankie White

Irrevocable Trust B


Carlsbad, NM

United States

Jack H. White, Jr. and United States

Beverly M. White Irrevocable Trust B


Carlsbad, NM

Beverly M. White

Carlsbad, NM

United States

# OF SHARES OWNED,

CONTROLLED OR HELD

WITH POWER TO VOTE

12,665.8594 *

5,653.040

6,204.58

697.5886 **

3,762.4114 **

600 **

1,413.26**

% OF SHARES OWNED

CONTROLLED OR HELD

WITH POWER TO VOTE

18.21%

8.13%

8.92%

1.00%

5.41%

0.86%

2.03%

* Don Kidd holds 1,652.88 shares (2.38%) of common stock in his name personally and votes the

12,665.8594 shares (18.21 %) in the name ofLIBNAB & Co. As Trustee.

** Beverly M. White is trustee of the Jack and Frankie White Irrevocable Trust A which holds 697.5886

shares (1.00%) and Trust B which holds 3,762.4114 shares (5.41 %) , she also votes as trustee of the Jack

White, Jr. and Beverly M. White Irrevocable Trust B which holds 600 shares (0.86%), and she has

1,413.26 shares (2.03%) in her name personally.

NAME/ADDRESS

None

FORM F.R. Y-6


FISCAL YEAR ENDED DECEMBER 31, 2016

SHAREHOLDERS NOT LISTED IN THE YEAR-END LIST,

OWNING OR CONTROLLING 5% OR MORE OF

REPORT ITEM 3(2)

COUNTRY OF

CITIZENSHIP

OR fNCORP.

# OF SHARES OWNED, % OF SHARES OWNED

CONTROLLED OR HELD CONTROLLED OR HELD

WITH POWER TO VOTE WITH POWER TO VOTE

Form FR Y-6

WESTERN COMMERCE BANCSHARES OF CARLSBAD, INC. Carlsbad, New Mexico

Fiscal Year Ending December 31, 2016

(1) (2) (3)(a) (3)(b) (3)(c) (4)(a) (4)(b) (4)(c)

List names of other companies (includes partnerships) if 25% or

Principal Percentage of Percentage of Voting more of voting securities

Occupation if other Title & Position with Title & Position with Other Voting Securities Securities in Subsidiaries are held (List names of

Names & Address (City, than with holding Title & Position with Subsidiaries (include Businesses (include names in holding (include names of companies and percentage

State, Country) company holding company names of subsidiaries) of other businesses) company subsidiaries) of voting securities held)

Western Banchshares of M. Don Kidd Western Commerce Bank Alamogordo, Inc. Western Banchshares of Carlsbad, NM, USA Banker President/Director (Chairman) (President/Director) • 20.59% Western Commerce Bank. 0% Alamogordo, Inc. · NA

Western Bank, Alamogordo Western Bank, Alamogordo . (Chairman/CEO) NA Western Bancshares of Clovis, Inc. Western Bancshares of (President/Director) Clovis, Inc· NA Western Bank, Clovis (CEO/Director) Western Bank, Clovis · NA Bank Consultants, Inc. Bank Consultants, Inc .• (President/Director) 100% Bank of the Southwest (Advisory Director) Bank of the Southwest . NA K & W Farms (Owner) K&W Farms. 51%

Jason Wyatt Western Commerce Bank Western Bancshares of Western Bancshares of Carlsbad, NM, USA Banker Director (President) Clovis, Inc. (Director) 0% Western Commerce Bank . 0% Clovis, Inc .. NA

Western Bank, Clovis (President/Director) Western Bank, Clovis . NA Western Bancshares of Western Bancshares of Alamogordo, Inc. (Director) Alamogordo, Inc .. NA Western Bank, Alamogordo Western Bank, Alamogordo· (Director) NA

Twilla Thomason (Trustee) LIBNAB & Co. (nominee name) Western Commerce Bank Trust Department Western Commerce Bank Lovington, NM, USA Trust Officer NA (Trust Officer) None 18.21 % Western Commerce Bank. 0% None

Western Bancshares of Clovis, Inc.

Kathleen Slate EVP/Secretary/ Western Commerce Bank (EVP/SecretaryfTreasurer/ Western Bancshares of Carlsbad, NM, USA Banker Treasurer (Investment Officer) Director) 0% Western Commerce Bank . 0% Clovis, Inc .. NA

Form FR Y-6

WESTERN COMMERCE BANCSHARES OF CARLSBAD, INC. Carlsbad, New Mexico

Fiscal Year Ending December 31, 2016

(1) (2) (3)(a) (3)(b) (3)(c) (4)(a) (4)(b) (4)(c)

List names of other companies (includes partnerships) if 25% or

Principal Percentage of Percentage of Voting more of voting securities Occupation if other Title & Position with Title & Position with Other Voting Securities Securities in Subsidiaries are held (List names of

Names & Address (City, than with holding Title & Position with Subsidiaries (include Businesses (include names in holding (include names of companies and percentage State, Country) company holding company names of subsidiaries) of other businesses) company subsidiaries) of voting securities held)

Western Banchshares of Alamogordo, Inc. Western Banchshares of (EVP/Secretary!Treasurer) Alamogordo, Inc. - NA Bank Consultants, Inc.

(EVP/Secretary!Treasurer) Bank Consultants, Inc. - NA

Saul Skoler Western Commerce Bank Coconut Grove, FL, USA NA Director (Director) EJB Associates, Inc. 8.13% Western Commerce Bank - 0% EJB Associates, Inc. - 100%

Kenneth J. Fadke Western Commerce Bank Irving, TX, USA NA Director (Director) None 1.38% Western Commerce Bank - 0% None

Vickye Faulk Western Commerce Bank Bank Consultants, Inc. Carlsbad, NM, USA Consultant Director (Director) (Vice President) 0.00% Western Commerce Bank - 0% Bank Consultants, Inc. - NA

Western Bancshares of Western Bancshares of Alamogordo, Inc. Alamogordo, Inc. - NA (Shareholder)

*Don Kidd votes 1,652.88 shares (2.38%) that are in his name and 12,665.8594 shares (18.21 %) that are held in his Trust under the nominee name LIBNAB & Co.