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Nicolet, Baylake merger would form $2.2B bank
Date : 09/08/2015 @ 5:28PM
Source : PR Newswire (US)
Stock : Baylake Corp (MM) (BYLK)
Quote : $14.55 1.7 (13.23%) @ 3:26PM
Baylake Bank and Nicolet National Bank are merging to become the fifth-largest Wisconsin-based bank in both assets and deposits.
The banks' parent companies, Baylake Corp. and Nicolet Bankshares Inc. filed documents with the U.S. Securities and Exchange Commission Tuesday afternoon to combine operations under the name Nicolet National Bank, an institution that would have $2.15 billion in assets and $1.7 billion in deposits. The merger requires the approval of two federal agencies and both bank's shareholders. Executives with both banks expect the process to be completed in the first half of 2016.
[....]
Shareholder Impact
Under the terms of the agreement, Baylake Corp. shareholders would receive 0.4517 shares of Nicolet National Bankshares stock for every share of Baylake Corp. stock they own and a one-time 40-cent dividend.
[....]
http://www.greenbaypressgazette.com/story/money/2015/09/08/nicolet-baylake-merger/71892740/
*The race to merge remains in full swing.
Baylake Corp. Reports Third Quarter Earnings of $0.16 Per Share
STURGEON BAY, Wis., Oct. 19, 2011 /PRNewswire/ --
Baylake Corp. (OTC BB: BYLK) today announced results for the third quarter of 2011.
Third quarter 2011 earnings improvement of $1.8 million versus the third quarter of 2010.
Net income of $1.3 million or $0.16 per share for the three months ending September 30, 2011.
Total loans grew $17.8 million during the quarter ending September 30, 2011, compared to the linked quarter ending June 30, 2011.
Baylake's Other Real Estate Owned (OREO) declined from $15.5 million at September 30, 2010 to $10.7 million at September 30, 2011, a reduction of $4.8 million or 31.0%.
Stockholders' equity increased $3.8 million to $83.6 million, up from $79.8 million at September 30, 2010.
Book value per common share rose to $10.56 at September 30, 2011 from $10.08 per common share at September 30, 2010.
Baylake reported a 2011 third quarter net profit of $1.3 million, or $0.16 per fully-diluted common share, compared to a net loss of $0.5 million or ($0.06) per fully-diluted common share for the third quarter of 2010. This represents an increase in net income of $1.8 million, or $0.22 per fully-diluted common share. The improved operating results were driven by a $3.4 million decrease in the provision for loan losses, from $4.6 million for the third quarter of 2010 to $1.2 million for the third quarter of 2011. The increase in net income was negatively impacted by an increase in income tax expense of $1.3 million from the third quarter of 2010 to the third quarter of 2011.
"The third quarter net income of $1.3 million marks the third consecutive quarter of earnings improvement," said Robert J. Cera, Baylake Corp. President and Chief Executive Officer. "We remain focused on improving overall quality within the bank's loan portfolio and remain optimistic that earnings will continue to benefit from future reductions in the provision for loan losses."
Net interest income declined $0.1 million, or 1.2%, compared to the same quarter a year ago, from $8.2 million during the third quarter of 2010 to $8.1 million for the third quarter of 2011. The reduction in net interest income was primarily a result of reduced loan and investment security yields during the third quarter of 2011. Interest expense as a percent of average interest bearing deposits decreased 27 basis points, from 1.20% at September 30, 2010 to 0.93% at September 30, 2011.
Non-interest expense decreased $1.0 million, from $8.2 million for the quarter ended September 30, 2010 to $7.2 million for the quarter ended September 30, 2011. The decrease in non-interest expense is primarily attributable to a decrease in OREO expense of $0.8 million. During the same period, non-interest income decreased $1.2 million, from $3.3 million for the quarter ended September 30, 2010 to $2.1 million for the quarter ended September 30, 2011. This decrease was primarily the result of a net decrease of $0.7 million in gains from the sale of securities.
"We are pleased to report a significant decrease in credit costs during the quarter, which reflects our focus on reducing OREO levels despite the challenges that remain in the real estate markets and overall economy," said Cera. "We are also encouraged by the positive trend reflected in the net charge-offs to average loan ratio, which declined to 0.64% at September 30, 2011 from 1.73% a year earlier."
Non-performing assets increased $0.6 million from $34.4 million at September 30, 2010 to $35.0 million at September 30, 2011. As a percent of total loans, non-performing loans increased from 3.0% at September 30, 2010 to 3.8% at September 30, 2011. At September 30, 2011, the allowance for loan losses as a percent of total loans equaled 2.0%, compared to 2.1% as of September 30, 2010. The allowance for loan losses as a percent of non-performing loans at September 30, 2011 was 53%, compared to 70% at September 30, 2010.
Total deposits increased $12.9 million, or 1.5%, from $845.4 million at September 30, 2010 to $858.3 million at September 30, 2011. Total loans increased $1.2 million, from $637.7 million at September 30, 2010 to $638.9 million at September 30, 2011.
Baylake's total assets and shareholders' equity were $1.1 billion and $83.6 million, respectively, at September 30, 2011, compared to $1.1 billion and $79.8 million at September 30, 2010. Baylake's total risk-based capital ratio increased to 13.4% at September 30, 2011 from 12.9% at September 30, 2010. At September 30, 2011, both Baylake Corp. and Baylake Bank exceeded "well capitalized" thresholds established under applicable bank and bank holding company regulatory guidelines.
Baylake believes that it has more than adequate resources available to meet its short-term liquidity needs. As of September 30, 2011, Baylake Bank had $30.0 million in established lines of credit with nonaffiliated banks, none of which had been drawn upon as of that date. Additionally, Baylake Bank is approved to access, subject to pledging appropriate collateral, the Federal Reserve Discount Window for short term borrowing as necessary.
Baylake Corp., headquartered in Sturgeon Bay, Wisconsin, is the bank holding company for Baylake Bank. Through Baylake Bank, Baylake Corp. provides a variety of banking and financial services from 27 financial centers located throughout Northeast and Central Wisconsin, in Brown, Door, Green Lake, Kewaunee, Manitowoc, Outagamie, Waupaca, and Waushara Counties.
The following appears in accordance with the Private Securities Litigation Reform Act of 1995:
This news release contains forward-looking statements about the financial condition, results of operations and business of Baylake Corp. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate" or words of similar meaning, or future or conditional verbs such as "would," "should," "could" or "may."
Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors, many of which are beyond the control of Baylake Corp., could cause actual conditions, events or results to differ significantly from those indicated by the forward-looking statements. These factors, which are described in this press release and in the annual and quarterly reports filed by Baylake Corp. with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2010 under "Item 1A. Risk Factors," include certain credit, market, operational, liquidity and interest rate risks associated with the company's business and operations. Other factors include changes in general business and economic conditions, developments (including collection efforts) relating to the identified non-performing loans and other problem loans and assets, world events (especially those which could affect our customers' tourism-related businesses), competition, fiscal and monetary policies and legislation.
Forward-looking statements speak only as of the date they are made, and Baylake Corp. does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
Baylake Corp. and Subsidiaries
Summary Financial Data
The following tables set forth selected consolidated financial and other data for Baylake Corp. at the dates and for the period indicated. The selected financial and other data at September 30, 2011 and 2010 has not been audited, but in the opinion of management of Baylake Corp. reflects all necessary adjustments for a fair presentation of results as of the dates and for the periods covered.
Selected Financial Condition Data
(at end of period)
UNAUDITED
September 30, 2011
December 31, 2010
September 30, 2010
(dollars in thousands except per share data)
Total assets
$ 1,051,873
$ 1,052,453
$1,051,813
Investment securities (1)
239,683
266,760
254,900
Total loans
638,936
636,291
637,727
Total deposits
858,344
852,566
845,354
Borrowings (2)
75,463
89,236
92,471
Subordinated debentures
16,100
16,100
16,100
Convertible promissory notes
9,450
9,450
9,450
Stockholders' equity
83,553
77,067
79,765
Non-performing loans (3)
24,313
16,500
18,925
Non-performing assets (3)
34,975
32,452
34,423
Restructured loans, accruing
20,461
13,090
11,416
Shares outstanding
7,911,539
7,911,539
7,911,539
Book value per share
$ 10.56
$ 9.74
$ 10.08
As of and for the Three Months
Ended
As of and for the Nine Months
Ended
September 30,
September 30,
(dollars in thousands, except per share data)
(dollars in thousands, except per share data)
Selected Operations Data – UNAUDITED
2011
2010
2011
2010
Total interest income
$ 10,451
$ 11,265
$ 31,593
$ 34,104
Total interest expense
2,344
3,070
7,410
10,008
Net interest income before provision for loan losses
8,107
8,195
24,183
24,096
Provision for loan losses
1,200
4,550
4,450
6,850
Net interest income after provision for loan losses
6,907
3,645
19,733
17,246
Total non-interest income
2,106
3,267
7,141
7,751
Total non-interest expense
7,208
8,238
23,777
23,443
Income before income taxes
1,805
(1,326)
3,097
1,554
Income tax expense (benefit)
508
(814)
374
(101)
Net income
$ 1,297
$ (512)
$ 2,723
$ 1,655
As of and for the Three Months
Ended
As of and for the Nine Months
Ended
September 30,
September 30,
Selected Operations Data – UNAUDITED
2011
2010
2011
2010
Per Share Data: (4)
Net income per share (basic)
$ 0.16
$ (0.06)
$ 0.34
$ 0.21
Net income per share (diluted)
$ 0.16
$ (0.06)
$ 0.34
$ 0.21
Cash dividends per common share
$ --
$ --
$ --
$ --
Book value per share
$ 10.56
$ 10.08
$ 10.56
$ 10.08
Performance Ratios: (5)
Return on average total assets
0.49%
-0.19%
0.35%
0.21%
Return on average total shareholders' equity
6.25%
-2.54%
4.55%
2.85%
Net interest margin (6)
3.48%
3.55%
3.55%
3.56%
Net interest spread (6)
3.37%
3.44%
3.45%
3.46%
Efficiency ratio (9)
70.60%
75.96%
74.94%
74.88%
Non-interest income to average assets
0.80%
1.23%
0.92%
1.00%
Non-interest expense to average assets
2.72%
3.11%
3.07%
3.02%
Net overhead ratio (7)
1.93%
1.88%
2.15%
2.02%
Average loan to average deposit ratio
73.69%
75.99%
75.05%
78.11%
Average interest earning assets to average interest bearing liabilities
111.83%
108.99%
109.94%
107.15%
Asset Quality Ratios: (3) (5)
Non-performing loans to total loans
3.81%
2.97%
3.81%
2.97%
Allowance for loan losses to:
Total loans
2.01%
2.07%
2.01%
2.07%
Non-performing loans
52.88%
69.89%
52.88%
69.89%
Net charge-offs to average loans
0.64%
1.73%
0.66%
0.67%
Non-performing assets to total assets
3.32%
3.27%
3.32%
3.27%
Capital Ratios: (5)(8)
Shareholders' equity to assets
7.94%
7.58%
7.94%
7.58%
Tier 1 risk-based capital
10.82%
10.40%
10.82%
10.40%
Total risk-based capital
13.35%
12.91%
13.35%
12.91%
Leverage ratio
7.76%
7.56%
7.76%
7.56%
Other:
Number of bank subsidiaries
1
1
1
1
Number of banking facilities
27
27
27
27
Number of full-time equivalent employees
305
303
305
303
(1)
Includes securities classified as available for sale.
(2)
Consists of Federal Home Loan Bank advances, federal funds purchased, and collateralized borrowings.
(3)
Non-performing loans consist of non-accrual loans and guaranteed loans 90 days or more past due but still accruing interest. Non-performing assets consist of non-performing loans and other real estate owned.
(4)
Earnings per share are based on the weighted average number of shares outstanding for the period.
(5)
With the exception of end of the period ratios, all ratios are based on average daily balances and are annualized where appropriate.
(6)
Net interest margin represents net interest income as a percentage of average interest-earning assets. Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(7)
Net overhead ratio represents the difference between non-interest expense and non-interest income, divided by average assets.
(8)
The capital ratios are presented on a consolidated basis.
(9)
Efficiency ratio is calculated as follows: non-interest expense divided by the sum of taxable equivalent net interest income plus non-interest income, excluding net investment security gains and excluding net gains on sale of fixed assets.
SOURCE Baylake Corp.
Source: PR Newswire (October 19, 2011 - 8:44 PM EDT)
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Baylake Corp. Reports Financial Results for the Three and Six Months Ended June 30, 2008
STURGEON BAY, Wis., July 22, 2008 /PRNewswire-FirstCall via COMTEX/ -- Baylake Corp. (OTC Bulletin Board: BYLK), a bank holding company with $1.1 billion in assets, reported 2008 second quarter net income of $95,000 or $0.01 basic and diluted earnings per share, as compared to net income of $1.4 million or $0.18 basic and diluted earnings per share, for the second quarter of 2007. Return on assets (ROA) and return on equity (ROE) decreased for the quarter ended June 30, 2008 to 0.04% and 0.47%, respectively, compared to 0.51% and 7.17%, respectively, for the same period a year ago.
Baylake's total assets and shareholders' equity were $1.1 billion and $78.8 million, respectively, at June 30, 2008, compared to $1.1 billion and $80.3 million at December 31, 2007. The decrease in shareholders' equity was primarily a result of $1.3 million in earnings for the combined first and second quarters net of a decrease in accumulated other comprehensive income. Baylake Corp.'s Tier 1 risk-based capital remained strong at 10.74% as of June 30, 2008, compared to 9.90% as of the same date a year earlier. The Corporation and Bank continue to be well capitalized under the guidelines established by the Board of Governors of the Federal Reserve Bank.
Non-performing loans declined to $36.3 million as of June 30, 2008, compared to $45.9 million at June 30, 2007. During the quarter ended June 30, 2008 net loan charge-offs equaled $548,000, compared to $2.3 million in net loan charge-offs for the quarter ended June 30, 2007. A provision for loan losses of $861,000 was recorded for the quarter ended June 30, 2008, for a total of $1.2 million for the first six months of 2008 compared to $6.0 million for the same period a year ago. The ratio of allowance for loan losses to total loans equaled 1.66% as of June 30, 2008, compared to 1.42% as of June 30, 2007. The ratio of allowance for loan losses to non-performing loans was 33.95% and 31.53% at June 30, 2008 and December 31, 2007, respectively.
"Deterioration in the repayment abilities of some of the Corporation's commercial loan customers, as well as reductions in the current estimated fair market values of the commercial real estate collateralizing certain of these loans, hindered efforts to meaningfully reduce the Corporation's non-performing loan levels during the quarter ended June 30, 2008. Given the increasing overall softness in the local and regional real estate markets, it may take more time and effort than originally anticipated for the Bank's non-performing loans to return to more normal levels," said Robert J. Cera, Baylake Corp. President and Chief Executive Officer. "However, Baylake Corp. believes the balance of the allowance for loan losses is presently sufficient to absorb probable incurred credit losses at June 30, 2008."
Total loans equaled $741.4 million as of June 30, 2008, compared to $815.1 million as of June 30, 2007, a decline of $73.7 million or 9.04% from a year earlier. Total deposits decreased $40.0 million, or 4.45%, to $858.5 million as of June 30, 2008, compared to a year earlier as the Bank chose to compete less aggressively for retail deposits.
Net interest margin for the quarter ending June 30, 2008 was 3.10%. This represented a 2 basis point improvement over the 3.08% net interest margin earned during the linked quarter ending March 31, 2008 and a 1 basis point improvement over the 3.09% net interest margin earned during the second quarter ended June 30, 2007. Interest rate cuts initiated by the Federal Reserve during the first quarter of 2008 and competitive local loan pricing negatively impacted the Bank's ability to widen net interest margins.
Legal and collection expenses, as well as expense related to operation of other real estate significantly impacted net income for the quarter ended June 30, 2008. Quarterly profits were further reduced by a write-down of $1.0 million valuation reduction of Other Real Estate Owned. This write-down was primarily the result of declining market values of several residential and commercial properties obtained from borrowers in default and held for sale by Baylake.
Baylake Corp. anticipates that it has more than adequate resources available to meet its commitments. As of June 30, 2008, the Corporation had $55.6 million in established lines of credit with nonaffiliated banks, of which $55.6 million was available.
Baylake Corp., headquartered in Sturgeon Bay, Wisconsin, is the bank holding company for Baylake Bank. Through Baylake Bank, the Company provides a variety of banking and financial services from 28 financial centers located throughout Northeast and Central Wisconsin, in Brown, Door, Green Lake, Kewaunee, Manitowoc, Outagamie, Waupaca, and Waushara Counties.
The following appears in accordance with the Private Securities Litigation Reform Act of 1995:
This news release contains forward-looking statements about the financial condition, results of operations and business of Baylake Corp. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may."
Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors, many of which are beyond the control of Baylake Corp., could cause actual conditions, events or results to differ significantly from those indicated by the forward-looking statements. This press release, and the most recent annual and quarterly reports filed by Baylake Corp. with the Securities and Exchange Commission, including its Form 10-Q for the quarter ended March 31, 2008 and Form 10-K for the year ended December 31, 2007, describe some of these factors, including certain credit, market, operational, liquidity and interest rate risks associated with the company's business and operations, and recent actions taken by the Wisconsin Department of Revenue relating to state tax obligations. Other factors include changes in general business and economic conditions, developments (including collection efforts) relating to the identified non-performing loans and other problem loans and assets, world events (especially those which could affect our customers' tourism-related businesses), competition, fiscal and monetary policies and legislation.
Forward-looking statements speak only as of the date they are made, and Baylake Corp. does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
Baylake Corp. and Subsidiaries
Summary Financial Data
The following tables set forth selected consolidated financial and other data for Baylake Corp. at the dates and for the period indicated. The selected financial and other data at June 30, 2008 has not been audited, but in the opinion of management of Baylake Corp. reflects all necessary adjustments for a fair presentation of results as of the dates and for the periods covered.
Selected Financial Condition
Data (at end of period) - June 30, December June 30,
UNAUDITED 2008 31, 2007 2007
(dollars in thousands, except per share data)
Total assets $ 1,076,991 $1,106,616 $1,101,580
Investment securities (1) 220,113 222,475 185,989
Total loans 741,402 760,951 815,147
Total deposits 858,544 884,185 898,544
Borrowings (2) 112,316 112,346 95,671
Subordinated debentures 16,100 16,100 16,100
Stockholders' equity 78,759 80,262 79,213
Non-performing loans (3) 36,312 37,555 45,873
Non-performing assets (3) 44,283 42,722 51,792
Shares outstanding 7,911,539 7,885,960 7,876,222
Book value per share $9.95 $10.18 $10.06
As of and for the Three As of and for the Six
Months Ended Months Ended
June 30, June 30,
Selected Operations
Data - UNAUDITED 2008 2007 2008 2007
(dollars in thousands, except per share data)
Total interest income $14,302 $17,367 $29,908 $35,017
Total interest expense 7,115 9,893 15,518 19,699
Net interest income 7,187 7,474 14,390 15,318
Provision for loan
losses 861 -- 1,161 5,985
Net interest income
after provision
for loan losses 6,326 7,474 13,229 9,333
Total non-interest
income 2,199 2,417 4,513 4,662
Total non-interest
expense 9,013 8,248 16,855 16,713
Income (loss) before
income taxes (489) 1,643 887 (2,718)
Income tax expense
(benefit) (584) 229 (373) (1,836)
Net income (loss) $95 $1,414 $1,260 ($882)
As of and for the Three As of and for the Six Months
Months Ended Ended
June 30, June 30,
2008 2007 2008 2007
Per Share Data: (4)
Net income ( loss) per
share (basic) $0.01 $0.18 $0.16 ($0.11)
Net income (loss) per
share (diluted) $0.01 $0.18 $0.16 ($0.11)
Cash dividends per
common share $-- $0.16 $-- $0.32
Book value per share $9.95 $10.18 $9.95 $10.18
Performance Ratios: (5)
Return on average total
assets 0.04% 0.51% 0.24% (0.16%)
Return on average
total shareholders'
equity 0.47% 7.17% 3.10% (2.20%)
Net interest margin (6) 3.10% 3.09% 3.09% 3.16%
Net interest spread (6) 2.88% 2.68% 2.86% 2.76%
Efficiency ratio (9) 92.67% 80.32% 87.24% 80.62%
Non-interest income to
average assets 0.82% 0.88% 0.84% 0.84%
Non-interest expense to
average assets 3.38% 2.99% 3.14% 3.03%
Net overhead ratio (7) 2.56% 2.12% 2.30% 2.18%
Average loan to average
deposit ratio 87.33% 92.98% 86.80% 93.35%
Average interest
earning assets
to average
interest bearing
liabilities 107.51% 110.46% 107.38% 110.36%
Asset Quality Ratios:
(3) (5)
Non-performing loans to
total loans 4.90% 5.63% 4.90% 5.63%
Allowance for loan
losses to:
Total loans 1.66% 1.42% 1.66% 1.42%
Non-performing loans 33.95% 25.17% 33.95% 25.17%
Net charge-offs to
average loans 0.30% 1.12% 0.18% 0.61%
Non-performing assets
to total assets 4.11% 4.70% 4.11% 4.70%
Capital Ratios: (5)(8)
Shareholders' equity to
assets 7.31% 7.19% 7.31% 7.19%
Tier 1 risk-based
capital 10.72% 9.90% 10.72% 9.90%
Total risk-based
capital 11.97% 11.15% 11.97% 11.15%
Leverage ratio 8.53% 8.29% 8.53% 8.29%
Other:
Number of bank
subsidiaries 1 1 1 1
Number of banking
facilities 28 28 28 28
Number of full-time
equivalent
employees 316 326 316 326
(1) Includes securities classified as available for sale.
(2) Consists of Federal Home Loan Bank advances, federal funds purchased,
and collateralized borrowings.
(3) Non-performing loans consist of non-accrual loans and guaranteed loans
90 days or more past due but still accruing interest. Non-performing
assets consist of non-performing loans and other real estate owned.
(4) Earnings per share are based on the weighted average number of shares
outstanding for the period.
(5) With the exception of end of the period ratios, all ratios are based
on average daily balances and are annualized where appropriate.
(6) Net interest margin represents net interest income as a percentage of
average interest-earning assets. Net interest rate spread represents
the difference between the weighted average yield on interest-earning
assets and the weighted average cost of interest-bearing liabilities.
(7) Net overhead ratio represents the difference between non-interest
expense and non-interest income, divided by average assets.
(8) The capital ratios are presented on a consolidated basis.
(9) Efficiency ratio is calculated as follows: non-interest expense
divided by the sum of taxable equivalent net interest income plus
non-interest income, excluding net investment security gains and
excluding net gains on sale of fixed assets.
SOURCE Baylake Corp.
URL: http://www.baylake.com
www.prnewswire.com
Copyright (C) 2008 PR Newswire. All rights reserved
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KEYWORD: Wisconsin
INDUSTRY KEYWORD: FIN
OTC
SUBJECT CODE: ERN
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