1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995 OR [ ] 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 0-8679 BAYLAKE CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-1268055 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 217 North Fourth Ave., Sturgeon Bay, WI 54235 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (414)-743-5551 (Registrant's telephone number, including area code) None - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 ------ ------ Applicable Only to Corporate Issuers: Indicate the number of shares outstanding of each of issuer's classes of common stock as of May 8, 1995. $5.00 Par Value Common 2,452,137 shares 2 BAYLAKE CORP. AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION PAGE NUMBER Item 1. Consolidated Condensed Balance Sheets as of March 31, 1995 and December 31, 1994 3 Consolidated Condensed Statement of Income Three months ended March 31, 1995 and 1994 4 Consolidated Statement of Cash Flows Three months ended March 31, 1995 and 1994 5 - 6 Notes to Consolidated Condensed Financial Statements 7 - 8 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations 9 - 16 PART II. OTHER INFORMATION 17 Signatures 18 3 PART 1 - FINANCIAL INFORMATION BAYLAKE CORP. AND SUBSIDIARY CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED) (In thousands of dollars) MARCH 31 DEC. 31 ASSETS 1995 1994 ------ -------- -------- Cash and due from Banks $ 7,651 $ 10,516 Investment securities available for sale (at market) 60,749 59,033 Investment securities held to maturity (market value $11,951 on 3/31/95; $14,237 on 12/31/94) 11,470 14,013 Loans 197,896 192,673 Less: Allowance for loan losses (2,619) (2,534) --------- --------- Loans, net of allowance for loan losses 195,277 190,139 Bank premises and equipment 6,614 5,930 Accrued interest receivable 2,317 1,995 Prepaid income taxes 237 Deferred income taxes 1,520 2,125 Other assets 3,486 3,119 -------- -------- TOTAL ASSETS $289,084 $287,107 ======== ======== LIABILITIES ----------- Domestic Deposits Non-interest bearing $ 27,309 $ 33,506 Interest bearing NOW 29,515 34,369 Savings 81,036 87,467 Time, $100,000 and over 14,259 4,900 Other time 90,655 86,875 -------- -------- Interest bearing deposits 215,465 213,611 -------- -------- Total deposits $242,774 247,117 Short term borrowings 9,300 4,149 Income taxes payable 144 Accrued expenses and other liabilities 3,151 3,062 Dividends payable 540 TOTAL LIABILITIES $255,369 $254,868 -------- -------- STOCKHOLDERS EQUITY ------------------- Common Stock $5.00 par value - authorized 10,000,000 shares; issued 2,454,081 shares on 3/31/95 and 12/31/94; outstanding 2,452,137 shares on 3/31/95 and 12/31/94 12,270 12,270 Additional paid-in capital 5,941 5,941 Reserve for market adjustment of securities (1,059) (1,995) Retained earnings 16,612 16,072 Treasury Stock (49) (49) -------- -------- TOTAL STOCKHOLDERS EQUITY 33,715 32,239 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $289,084 $287,107 ======== ======== See accompanying notes to unaudited consolidated financial statements 4 BAYLAKE CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS OF DOLLARS EXCEPT AMOUNTS PER SHARE) THREE MONTHS ENDED MARCH 31 1995 1994 -------- -------- Interest Income Interest and fees on loans $ 4,643 $ 3,809 Interest on investment securities Taxable 827 776 Exempt from federal income tax 314 402 Other interest income 21 61 -------- -------- Total Interest Income 5,805 5,048 Interest Expense Interest on deposits 2,231 1,731 Interest on short-term borrowings 129 42 -------- -------- Total Interest Expense 2,360 1,773 -------- -------- Net Interest Income 3,445 3,275 Provision for loan losses 77 68 -------- -------- Net interest income after provision for loan losses 3,368 3,207 -------- -------- Other Income Fees for fiduciary activities 81 76 Fees from loan servicing 98 95 Fees for other services to customers 262 313 Securities gains (losses) 0 31 Other income 57 26 -------- -------- Total Other Income 498 541 -------- -------- Other Expenses Salaries and employee benefits 1,319 1,209 Occupancy expense 132 132 Equipment expense 150 128 Data processing and courier 104 108 FDIC insurance expense 152 134 Operation of other real estate 10 6 Other operating expense 441 396 -------- -------- Total Other Expenses 2,308 2,113 -------- -------- Income before income taxes 1,558 1,635 Income tax expense (benefit) 479 471 -------- -------- Net Income $ 1,079 $ 1,164 ======== ======== Net Income per share (1) $0.44 $0.48 Cash dividends per share $0.22 $0.15 (1) Based on 2,452,137 shares average outstanding in 1995 and 2,442,891 in 1994. See accompanying notes to unaudited consolidated financial statements. 5 BAYLAKE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASHFLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31 1995 1994 ----------- ---------- (thousands of dollars) Cash flows from operating activities: Interest received from Loans $ 4,366 $ 3,635 Investments 1,104 1,302 Fees and service charges 457 497 Interest paid to depositors (1,900) (1,601) Interest paid to others (119) (42) Cash paid to suppliers and employees (2,629) (2,257) Income taxes paid (104) (150) --------- --------- Net cash provided by operating activities 1,175 1,384 Cash flows from investing activities: Proceeds from sales of investment securities 4,861 Principal payments received on investments 5,769 17,536 Purchase of investments (3,393) (14,673) Proceeds from sale of other real estate owned 16 Loans made to customers in excess of principal collected (5,352) (5,810) Capital expenditures (808) (258) --------- --------- Net cash (used) provided in investing activities (3,768) 1,656 Cash flows from financing activities: Net increase (decrease) in demand deposits, NOW (17,482) (11,725) accounts and savings accounts Net increase (decrease) in advances from borrowers 5,151 6,242 Net increase (decrease) in time deposits 13,138 337 Proceeds from issuance of common stock 207 Dividends paid (1,079) (671) --------- --------- Net cash used by financing activities (272) (5,610) --------- --------- Net increase (decrease) in cash and cash equivalents (2,865) (2,570) Cash and cash equivalents, beginning 10,516 10,288 --------- --------- Cash and cash equivalents, ending $ 7,651 $ 7,718 6 1995 1994 -------- --------- (thousands of dollars) Reconciliation of net income to net cash provided by operating activities: Net Income $ 1,079 $ 1,164 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation 124 127 Provision for loan losses and real estate owned 77 68 Amortization of premium on investments 44 86 Accretion of discount on investments (50) (24) Cash surrender value increase (20) (21) (Gain) loss on sale of investment securities (31) Equity in income of service center (17) 2 Amortization of book of business 1 Goodwill writedown 1 1 Deferred compensation 24 24 Changes in assets and liabilities: Interest receivable (322) (188) Prepaids and other assets (222) (119) Unearned income (11) 20 Interest payable 341 130 Taxes payable 375 322 Other liabilities (248) (178) --------- --------- Total adjustments 96 220 --------- --------- Net cash provided by operating activities $ 1,175 $ 1,384 ========= ========= 7 BAYLAKE CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1995 1. The accompanying unaudited consolidated financial statements should be read in conjunction with Baylake Corp.'s ("Company") 1994 annual report on Form 10-K. The financial data presented includes the combination of financial data from Baylake Bank and Baylake Bank-Kewaunee, formerly known as State Bank of Kewaunee, the principal subsidiary of Kewaunee County Banc-Shares, Inc. ("KCB"). KCB was acquired by the Company in a merger, which has been accounted for as a pooling of interests. The unaudited financial information included in this reports reflects all adjustments (consisting only of normal recurring accruals) which are necessary for a fair statement of the financial position as of March 31, 1995 and December 31, 1994. The results of operations for the three months ended March 31, 1995 and 1994 and results of operations for the three months ended March 31, 1995 and 1994 are not necessarily indicative of results to be expected for the entire year. 2. The book value of investment securities, by type, held by the Company are as follows: MARCH 31 DECEMBER 31 1995 1994 -------- ----------- (Thousands of dollars) Investment securities held to maturity: U.S. Treasury and other U.S. government agencies $ $ Mortgage-backed securities Obligations of states and political subdivisions 11,062 13,605 Other 408 408 --------- ----------- Investment securities held to maturity $ 11,470 $ 14,013 Investment securities available for sale: U.S. Treasury and other U.S. government agencies $ 10,256 $ 8,187 Mortgage-backed securities 42,322 41,139 Obligations of states and other political subdivisions 6,954 6,742 Other 1,217 2,965 --------- ----------- Investments securities available for sale $ 60,749 $ 59,033 3. At March 31, 1995 and December 31, 1994, loans are as follows: MARCH 31 DECEMBER 31 1995 1994 -------- ----------- (Thousands of dollars) Commercial, industrial and agricultural $119,810 $ 109,133 Real estate-construction 6,440 5,881 Real estate-mortgage 55,573 61,818 Installment 16,862 16,639 Less: Deferred loan origination fees, net of costs (789) (798) --------- ---------- $197,896 $ 192,673 Less allowance for loan losses (2,619) (2,534) --------- ---------- Net loans $195,277 $ 190,139 8 4. As of December 31, 1993, the company adopted Statements of Financial Accounting Standards No. 115 (SFAS 115) "Accounting for Certain Investments in Debt and Equity Securities." Accordingly, investment securities available for sale at March 31, 1995 and December 31, 1994 are carried at market value. Adjustments up or down to market value are recorded as a separate component of equity, net of tax. Premium amortization and discount accretion are recognized as adjustments to interest income. Realized gains or losses on disposition are based on the net proceeds and the adjusted carrying amount of the securities sold, using the specific identification method. 5. The Company completed its merger with KCB on August 31, 1994. In conjunction with the merger, the Company issued 15.69 shares of its common stock for each share of KCB common stock. The acquisition has been accounted for as a pooling of interests. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS GENERAL The following sets forth management's discussion and analysis of the consolidated financial condition of Baylake Corp. (the "Company") at March 31, 1995, and the results of operations for the three months ended March 31, 1995 and March 31, 1994. This discussion and analysis should be read in conjunction with the Company's unaudited consolidated financial statements and the notes thereto included herein. The company completed its acquisition of Kewaunee County Banc-Shares, Inc. ("KCB"), the holding company for Baylake-Kewaunee ("BBK"), on August 31, 1994. The Company acquired all of the outstanding shares of KCB in exchange for 574,756 shares of the Company's common stock. The acquisition was structured as a merger of KCB with a newly-formed subsidiary of the Company and accounted for using the pooling-of-interests method of accounting; therefore the financial data presented reflects the combined data of the Company and KCB. RESULTS OF OPERATIONS For the three months ended March 31, 1995, net income decreased $85,000, or 7.3%, to $1,079,000 from $1,164,000 for the first quarter of 1994. The annualized return on average assets and return on average equity for the three months ended March 31, 1995, were 1.53% and 12.78%, respectively, compared to 1.66% and 14.89%, respectively, for the same period a year ago. The decrease in net income for the period is primarily due to increased personnel costs and a reduction in other income offset by increased net interest income. NET INTEREST INCOME Net interest income for the three months ended March 31, 1995 increased $170,000, or 5.2%, to $3.45 million from $3.28 million for the same period a year ago. Total interest income for the first quarter of 1995 increased $757,000, or 15.0%, to $5.81 million from $5.05 million for the first quarter of 1994, while interest expense increased $587,000 or 33.1%, to $2.36 million in the first quarter of 1995 from $1.77 million in the first quarter of 1994. These changes were primarily the result of a favorable increase in the average volume of earning assets and an increased rate environment contributing to an increase in net interest margin for the first quarter of 1995. For the three months ended March 31, 1995, average earning assets increased $3.17 million, or 1.19%, when compared to the same period last year. The Company registered an increase in average loans of 10 $12.94 million, or 4.85%, for the first quarter of 1995 compared to the same period a year ago. Loans have typically resulted in higher rates of interest payable to the Company then have investment securities. Net interest margin (on a federal tax-equivalent basis) for the three months ended March 31, 1995 increased from 5.30% to 5.43% compared to a year ago. The average yield on interest earning assets amounted to 8.97% for the first quarter of 1995, representing a increase of 97 basis points from the same period last year. Total loan yields increased 117 basis points, while total investment yields increased 25 basis points. The Company's average cost on interest-bearing liabilities amounted to 4.30%, an increase of 103 basis points for the first quarter of 1995 compared to the same period in 1994. Interest-bearing deposits increased 94 basis points while short-term borrowing costs increased 319 basis points. PROVISION FOR LOAN LOSSES The provision for loan losses for the three months ended March 31, 1995 increased $9,000, or 13.24%, to $77,000 from $68,000 for the first quarter a year ago. This increase has occurred primarily as a result of above average loan growth. Management believes that the current allowance is adequate in view of the present condition of the Company's loan portfolio. Based on current conditions, management intends to maintain the loan loss reserve at a level above 1.25% of average total loans, subject to continuing review. NON-INTEREST INCOME Total non-interest income declined $43,000, or 7.95%, to $498,000 for the first quarter of 1995, from $541,000 for the first quarter a year ago. This occurred as a result of reduced service fee income and reduced securities activity offset by increased other income. Service fee income decreased primarily as a result of reduced insurance commissions of $53,000 due to the discontinued operations of KCB's insurance subsidiary which was sold in mid 1994. No securities gains or losses were taken in the first quarter of 1995 compared to gains of $31,000 taken in a similar period in 1994. Other income increased as Baylake Bank's data service subsidiary, United Financial Services, Inc., showed income of $17,000 for the first quarter of 1995 compared to a small net loss for the same period in 1994. NON-INTEREST EXPENSE Non-interest expense increased $195,000, or 9.2%, for the three months ended March 31, 1995 compared to the same period in 1994. Salaries and employee benefits showed the largest increase of $110,000, or 9.1%, due in part to additional employee expense resulting from the February startup of the Company's Green Bay 11 operation. Increased benefit costs stemming from increased 401K contributions and normal salary increases accounted for the remaining increase in salaries and employee benefit expense. Other operating expense showed an increase of $45,000, or 11.4%, primarily from startup costs in the Green Bay operation, including such expenses as supplies and marketing. The overhead ratio, which is computed by subtracting non-interest income from non-interest expense and dividing by average total assets, was 2.56% for the three months ended March 31, 1995 compared with the 2.24% for the same period in 1994. PROVISION FOR INCOME TAXES The Company's provision for income taxes for the three months ended March 31, 1995 increased $8,000, or 1.7%, to $479,000 from $471,000 for the same period one year ago. The increase in income tax provision was due to increased taxable income. BALANCE SHEET ANALYSIS LOAN PORTFOLIO At March 31, 1995, total loans increased $5.22 million, or 2.7%, to $197.9 million form $192.7 million at December 31, 1994. The change in the loan mix in the Company's portfolio resulted primarily from an increase in commercial loans to $119.8 million at March 31, 1995 compared to $109.1 million at December 31, 1994, offset by a decline in real estate mortgage loans from $55.6 million at March 31, 1995 compared to $61.8 million at December 31, 1994. NON-PERFORMING ASSETS At March 31, 1995, non-performing assets amounted to $1.90 million compared to $1.66 million at December 31, 1994. Non-performing loans at March 31, 1995 were .84% of total loans compared with .80% at December 31, 1994. There existed other real estate owned of $252,000 at March 31, 1995 as compared with $123,000 at December 31, 1994. $145,000 of this increase stems from property foreclosed on and taken as additional collateral as a result of a commercial credit in a manufacturing concern which has ceased operations. The ratio of non-performing assets to total loans at March 31, 1995 was .96% compared to .86% at December 31, 1994. ALLOWANCE FOR POSSIBLE LOAN LOSSES At March 31, 1995, the allowance for loan losses increased $85,000 from year end 1994 to $2.62 million. Although loans have continued to grow at an above average rate, the allowance for loan losses as a percent of total loans has not increased. The allowance is at a level currently believed to be acceptable by management. At March 31, 1995 and December 31, 1994, the allowance for loan losses as a percentage of total loans were each at 1.32%. 12 INVESTMENT PORTFOLIO At March 31, 1995, the investment portfolio declined $827,000, or 1.13%, to $72.2 million from $73.0 million at December 31, 1994. At March 31, 1995, the investment portfolio represented 25.0% of total assets compared with 25.4% at December 31, 1994. The slight decline in total investments occurred as proceeds from matured investment securities were used to fund loan demand. DEPOSITS Total deposits at March 31, 1995 decreased $4.3 million, or 1.76%, to $242.8 million from $247.1 million at December 31, 1994. Non-interest bearing deposits at March 31, 1995 decreased $6.2 million, or 18.5%, to $27.3 million from $33.5 million at December 31, 1994. Interest-bearing deposits at March 31, 1995 increased $1.9 million, or .87%, to $215.5 million from $213.6 million at December 31, 1994. Time deposits show a larger than normal increase with $9.4 million in growth since year end 1994 as municipal deposits have shifted into higher interest paying time deposit accounts. Overall deposits for the first quarter tend to decline as a result of the seasonality of the customer base as they drawdown deposits during the early first half of the year in anticipation of the summer tourist season. SHORT-TERM BORROWINGS Total short-term borrowings at March 31, 1995 increased $5.2 million, or $124.2%, to $9.3 million from $4.1 million at December 31, 1994. This increase corresponds to past history. The seasonality of the customer base influences the Company's balance sheet as deposits normally decrease and loan demand increases during the early part of the year requiring the Company to meet these needs with other short term funding. LIQUIDITY As shown in the Company's Consolidated Statements of Cash Flows for the three months ended March 30, 1995, cash and cash equivalents decreased $2.87 million during the period to $7.65 million at March 31, 1995. The decrease primarily reflected $1.18 million in net cash provided by operating activities offset by $3.77 million in net cash used in investing activities, and $272,000 used in financing activities. Net cash provided by operating activities consisted of the Company's net income for the periods increased by adjustments for non-cash expenditures. Net cash used in investing activities consisted of a net decrease in investments offset by a net increase in loans plus necessary capital expenditures. Net cash used in financing activities resulted primarily from a net decrease in deposits and an increase in borrowed funds offset by dividends paid. As is typical of the seasonality that exists in the tourism market serviced, customers tend to prepare for summer business through increasing loans and drawing down on deposit 13 drawndown during the early part of the year, increasing deposits at the end of summer. The Company manages its liquidity to provide adequate funds to support the borrowing requirements and deposit flow of its customers. Management view its liquidity as the ability to raise cash at reasonable costs or with a minimum of loss and as a measure of balance sheet flexibility to react to marketplace, regulatory and competitive changes. The primary sources of the Company's liquidity are marketable assets maturing within one year. The Company attempts, when possible, to match relative maturities of assets and liabilities, while maintaining the desired net interest margin. Although the percentage of earning assets represented by loans is increasing, management believes that liquidity is adequate to support anticipated borrowing requirements and deposit flows. INTEREST RATE SENSITIVITY The following table entitled "Asset and Liability Maturity Repricing Schedule" indicates that the Company is slightly liability gap sensitive, although management believes that a range of plus or minus 15% (from 100% matching) within one year pricing schedule is acceptable. The analysis considers regular savings, money market deposits and NOW accounts to be rate sensitive within three months. All other earning categories including loans and investments as well as other paying liability categories such as time deposits are scheduled according to their contractual maturities. Also, Baylake Bank considers it savings and NOW accounts to be core deposits and relatively non-price sensitive, as it believes it could make repricing adjustments for these types of accounts in smaller increments without a material decrease in balances. Interest rate sensitivity analysis can be performed in several different ways. The traditional method of measuring interest sensitivity is called "gap" analysis. This mismatch between asset and liability repricing characteristics in specific time intervals is referred to as "interest rate sensitivity gap." If more liabilities than assets reprice in a given time interval a liability gap position exits. In general, liability sensitive gap positions in a declining interest rate environment increases net interest income. Alternatively asset sensitive positions, where assets reprice more quickly than liabilities, negatively impact the net interest income in a declining rate environment. In the event of an increasing rate environment, opposite results would occur in that a liability sensitivity gap position would decrease net interest income and an asset sensitivity gap position would increase net interest income. The sensitivity of net interest income to changing interest rates can be reduced by matching the repricing characteristics of assets and liabilities. For the time frame within three months as of March 31, 1995, rate sensitive liabilities exceeded rate sensitive assets by $30.09 million, or a ratio of rate sensitive assets to rate sensitive liabilities of 80.09%. For the next time frame of four to six months, rate 14 sensitive liabilities exceeded rate sensitive assets by $956,000, or a ratio of rate sensitive assets to rate sensitive liabilities of 94.13%. For all assets and liabilities priced within a one year time frame, the cumulative ratio of rate sensitive assets to rate sensitive liabilities was 86.29%, which is within the range of plus or minus 15% deemed acceptable by management. Management continually reviews its interest risk position through its committee processes. Managements' philosophy is to maintain a relatively matched rate sensitive asset and liability position, within the range described above, in order to provide earnings stability in the event of significant interest rate changes. 15 ASSET AND LIABILITY REPRICING SCHEDULE AS OF MARCH 31, 1995 Within Four to Seven to One Year Over Three Six Twelve to Five Five Months Months Months Years Years Total ------ ------ ------ ----- ----- ----- (In Thousands) Earning Assets: Investment Securities $ 3,791 $ 1,288 $ 1,778 $13,724 $51,639 $72,220 Loans and Leases: Variable Rate 102,919 102,919 Fixed Rate 14,303 14,031 24,045 40,967 433 93,779 -------- ------- ------- ------- ------- -------- Total Loans and Leases $117,222 $14,031 $24,045 $40,967 $ 433 $196,698 -------- ------- ------- ------- ------- -------- Total Earning Assets $121,013 $15,319 $25,823 $54,691 $52,072 $268,918 ======== ======= ======= ======= ======= ======== Interest Bearing Liabilities: NOW Accounts $ 29,515 $ $ $ $ $ 29,515 Saving Deposits 81,036 81,036 Time Deposits 31,728 16,275 20,483 36,374 53 104,913 Borrowed Funds 8,825 53 211 211 9,300 -------- -------- ------- ------- ------- -------- Total Interest Bearing Liabilities $151,104 $16,275 $20,536 $36,585 $ 264 $224,764 ======== ======= ======= ======= ======= ======== Interest Sensitivity GAP $(30,091) $ (956) $ 5,287 $18,106 $51,808 $44,154 (within periods) Cumulative Interest $(30,091) $(31,047) $(25,760) $(7,654) $44,154 Sensitivity GAP Ratio of Cumulative -11.19% -11.55% -9.58% -2.85% 16.42% Interest Sensitivity GAP to Rate Sensitive Assets Ratio of Rate Sensitive 80.09% 94.13% 125.75% 149.49% --- Assets to Rate Sensitive Liabilities Cumulative Ratio of Rate 80.09% 81.45% 86.29% 119.64% --- Sensitive Assets to Rate Sensitive Liabilities 16 CAPITAL RESOURCES At March 31, 1995, stockholders' equity increased $1.48 million, or 4.58%, to $33.7 million from $32.2 million at December 31, 1994. An increase of $936,000 in capital resulting from the implementation of FAS 115 accounted for part of this increase, while the remaining increase resulted from net income less dividends paid. At March 31, 1995, the Company's risk-based Tier 1 Capital Ratio was 17.31%, the total risk based capital ratio was 18.56% and the leverage ratio was 11.77%. The Company, Baylake Bank and Baylake Bank-Kewaunee continue to exceed all applicable regulatory capital requirements. 17 PART II - OTHER INFORMATION Item 5. Other Information. Baylake Bank has expanded into the Northeast Brown County region with a mobile unit facility located in Green Bay commencing operations on February 20, 1995. Various retail services in addition to consumer and commercial loans services are being offered at this temporary facility. A permanent facility is planned for fall of 1995 and is expected to offer a full range of products and services. Construction costs for this facility are estimated to be $1.2 million with total costs for building and equipment estmated to be $2.0 million. Item 6. 8-K (A) Exhibits None (b) Reports on Form 8-K filed for three months ended March 31, 1995 None 18 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 thereunto duly authorized. BAYLAKE CORP. ------------------------- (Registrant) Date: May 9, 1995 Steven D. Jennerjohn ------------------ ------------------------- Steven D. Jennerjohn Treasurer Date: May 9, 1995 Paul C. Wickmann ------------------ ------------------------- Paul C. Wickmann Vice President