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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10K/A AMENDMENT NO. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2004 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number 0-8679 BAYLAKE CORP.  Wisconsin
    
    39-1268055(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)
 217 North Fourth Avenue, Sturgeon Bay, WI
    
    54235(Address of principal executive offices)
    
    (Zip Code)Registrants telephone number, including area code:
    
    920/743-5551Securities registered pursuant to Section 12(b) of the Act:
    
    NoneSecurities registered pursuant to Section 12(g) of the Act:
    
    Common Stock $5 Par Value
 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 þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filed (as defined in Rule 12b-2 of
the Act).
Yes þ No o As of March 1, 2005, 7,697,777 shares of Common Stock were outstanding. As of June 30, 2004, (the
last business day of the Registrants most recently completed second fiscal quarter) the aggregate
market value of the shares of the Common Stock (based upon the $15.50 reported bid price on that
date) held by non-affiliates (excludes a total of 964,854 shares reported as beneficially owned by
directors and executive officers  does not constitute an admission as to affiliate status) was
approximately $103,670,557. DOCUMENTS INCORPORATED BY REFERENCE Part of Form 10-K Into WhichDocument
    
    Portions of Document are IncorporatedDefinitive Proxy Statement for 2005 Annual Meeting of

    
    Part IIIShareholders to be filed within 120 days of the fiscal year
ended December 31, 2004
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TABLE OF CONTENTS  Item 9A. CONTROLS AND PROCEDURESPART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATUREConsent of Crowe Chizek and Company LLC302 Certification of CEO302 Certification of CFO906 Certification of CEO906 Certification of CFO    Table of Contents  BAYLAKE CORP. EXPLANATORY NOTE In reliance upon the Order of the Securities and Exchange Commission issued under Section 36
of the Securities Exchange Act of 1934 (Release No. 50754, November 30, 2004), Baylake Corp. (the
Company) omitted from Item 9A of its Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 (the Original Report) both the annual report of its management on internal
control over financial reporting, as required by Item 308(a) of Regulation S-K, as well as the
related attestation report of a registered public accounting firm, as required by Item 308(b) of
Regulation S-K. The Company is filing this Amendment No. 1 to Annual Report on Form 10-K (the
Amendment) to provide the information that was thus omitted from Item 9A of the Original Report,
and related certifications. No other information is being amended by this Amendment and the
Company has not updated disclosures in this Amendment to reflect any event subsequent to the
Companys filing of the Original Report. 
 Item 9A. CONTROLS AND PROCEDURES Disclosures Controls and Procedures:The Companys management, with the participation of the
Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of
the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) as of December
31, 2004. Based on such evaluation, the Companys Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, the Companys disclosure controls and
procedures are effective in recording, processing, summarizing and reporting, on a timely basis,
information required to be disclosed by the Company in the reports that it files or submits under
the Exchange Act. Internal Control Over Financial Reporting:There have not been any changes in the Companys
internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) subsequent to the date of the evaluation performed by the Companys Chief
Executive Officer and Chief Financial Officer. Management Report on Internal Control Over Financial Reporting. REPORT BY MANAGEMENT
ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of the Company is responsible for establishing and maintaining an effective system of
internal control over financial reporting. The Companys system of internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. There are inherent limitations in the effectiveness of
any system of internal control over financial reporting, including the possibility of human error
and circumvention or overriding of controls. Accordingly, even an effective system of internal
control over financial reporting can provide only reasonable assurance with respect to financial
statement preparation. Projections of any evaluation of effectiveness to future periods are
subject to the risks that controls may become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may deteriorate. Management assessed the Companys systems of internal control over financial reporting as of
December 31, 2004. This assessment was based on criteria for effective internal control over
financial reporting described in Internal Control  Integrated Frameworkissued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes
that, as of December 31, 2004, the Company maintained effective internal control over financial
reporting based on those criteria. The Companys independent auditors have issued an audit report on managements assessment of the
Companys internal control over financial reporting. 2




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BAYLAKE CORP. AND SUBSIDIARIES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING We have audited managements assessment, included in the accompanying Managements Report on
Internal Control Over Financial Reporting, that Baylake Corp. (the Company) maintained effective
internal control over financial reporting as of December 31, 2004, based on criteria established in
Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Companys management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on managements
assessment and an opinion on the effectiveness of the Companys internal control over financial
reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
A companys internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may deteriorate. In our opinion, managements assessment that the Company, maintained effective internal control
over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based
on criteria established in Internal Control  Integrated Frameworkissued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal Control  Integrated Frameworkissued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheet of the Company, as of December 31, 2004 and
the related consolidated statements of income, changes in stockholders equity, and cash flows for
the year ended December 31, 2004, and our report dated March 2, 2005 expressed an unqualified
opinion on those consolidated financial statements. /s/ Crowe Chizek and Company LLCCrowe Chizek and Company LLC
 Oak Brook, Illinois
April 8, 2005 3




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BAYLAKE CORP. 
 PART IV 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  (a)
    Financial StatementsSee Item 15(a) in the Original 10-K.(b)
    Exhibits  23.1
    Consent of Crowe Chizek and Company LLC31.1
    Certification of the CEO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    Certification of the CFO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    Certification of the CEO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    Certification of the CFO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 4




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SIGNATURE Pursuant to the requirements Section 13 or 15(d) 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.By:
    
    /s/ Steven D. JennerjohnSteven D. JennerjohnTreasurerDate:
    
    April 27, 2005
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