8-K/A: Bimini Capital Management Completes TJIM Acquisition

Bimini Capital Management, Inc. files an amendment to its 8-K to include financial statements and pro forma information related to its acquisition of 80% of Tom Johnson Investment Management, LLC.

Summary

• Bimini Capital Management, Inc. (the Company) has filed an amendment (Form 8-K/A) to its previous Current Report on Form 8-K.
• This amendment is solely to provide the required financial statements for Tom Johnson Investment Management, LLC (TJIM) and pro forma combined financial information, as mandated by Item 9.01 of Form 8-K.
• The original report on April 2, 2026, announced the completion of the acquisition of 80% of TJIM by Bimini Advisors Holdings, LLC, an indirect wholly owned subsidiary of Bimini.
• The financial statements for TJIM as of and for the years ended December 31, 2025 and 2024 are included.
• Unaudited pro forma condensed combined financial information for the year ended December 31, 2025, reflecting the acquisition, is also provided.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it fulfills regulatory requirements and presents pro forma data suggesting growth, but also highlights a decrease in TJIM's standalone net income and significant balance sheet adjustments for the acquisition.

Positives

• The acquisition of 80% of TJIM has been completed, integrating a registered investment adviser into Bimini's operations.
• TJIM reported net income of $1,665,405 for the year ended December 31, 2025, and $2,433,744 for the year ended December 31, 2024.
• TJIM's revenues from advisory services were $6,156,500 in 2025, a slight increase from $6,020,721 in 2024.
• The pro forma combined statement of operations for 2025 shows a net income of $4,300,000 attributable to Bimini Capital Management, Inc., indicating a significant increase from its historical net income of $1,665,000.

Negatives

• TJIM's net income decreased from $2,433,744 in 2024 to $1,665,405 in 2025.
• TJIM's cash and cash equivalents decreased from $407,441 at the end of 2024 to $207,497 at the end of 2025.
• TJIM's total liabilities increased significantly from $724,519 in 2024 to $1,664,128 in 2025, primarily due to accrued benefits and lease liabilities.
• The pro forma combined balance sheet shows a significant reduction in total assets from Bimini's historical $129,694,000 to a pro forma $63,357,000, largely due to the sale of mortgage-backed securities and redemption of repurchase agreements.

Risks

• The pro forma financial information is presented for informational purposes only and may not represent actual results or future performance.
• The preliminary purchase price allocation for the acquisition is subject to revision as further valuation analyses are completed.
• TJIM's financial statements indicate a significant increase in accrued benefits and lease liabilities, which could impact future cash flows.
• The acquisition involved the sale of $72.5 million of mortgage-backed securities and redemption of $69.9 million of repurchase agreements, which could have implications for Bimini's liquidity and investment portfolio.

Future Outlook

The pro forma financial information is presented for illustrative purposes and is not necessarily indicative of future operating results or financial position. The actual purchase price allocation and resulting adjustments may differ materially from those reflected in the pro forma statements.

Management Comments

• Management believes all receivables were fully collectible at December 31, 2025 and 2024.
• Management is not aware of any claims or legal proceedings that could have a material adverse effect on the financial condition, results of operations, or cash flows of the Company.

Industry Context

StockSavvy.ai notes that this filing details the completion of an acquisition in the investment management sector, a common strategy for firms seeking to expand AUM and service offerings. The inclusion of pro forma financials aims to provide investors with a clearer picture of the combined entity's potential performance.

Legal Proceedings

• Management is not aware of any claims or legal proceedings that could have a material adverse effect on the financial condition, results of operations, or cash flows of the Company.

Related Party Transactions

• TJIM earned $103,026 in investment advisory fees in 2025 and $88,436 in 2024 from relatives of management.
• The President of TJIM, who was previously the principal owner, currently owns 20% of the company and is involved in mutual put and call rights for the remaining 20% interest.

Stakeholder Impact

• Shareholders: The acquisition aims to enhance Bimini's scale and potential profitability, as indicated by pro forma financials, but the financing activities and TJIM's standalone performance warrant attention.
• Employees: Integration of TJIM's employees into Bimini's structure may occur, with potential impacts on roles and responsibilities.
• Creditors: The financing of the acquisition through securities sales and repurchase agreements may affect Bimini's leverage and liquidity ratios.

Next Steps

• Finalization of the purchase price allocation for the acquisition.
• Integration of TJIM's operations into Bimini Capital Management, Inc.

Key Dates

Recommendation

The filing provides necessary financial disclosures for a recent acquisition, with pro forma data suggesting growth. However, the decrease in TJIM's standalone net income and the significant balance sheet adjustments for financing the acquisition introduce uncertainties. A 'hold' recommendation is appropriate pending further clarity on the integration's success and sustained performance of the combined entity.

Keywords

Bimini Capital Management, Tom Johnson Investment Management, TJIM, Acquisition, SEC Filing, 8-K/A, Financial Statements, Pro Forma