bcmi20260522_8ka.htm
Bimini 8-K/A TJIM Acquisition true 0001275477 0001275477 2026-04-01 2026-04-01
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  April 1, 2026
 
 
Bimini Capital Management, Inc.
(Exact name of registrant as specified in its charter)
 
 
Maryland
001-32171
72-1571637
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
3305 Flamingo Drive, Vero Beach, Florida 32963
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code (772) 231-1400
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act: None.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  
 
 

 
EXPLANATORY NOTE
 
On April 2, 2026, Bimini Capital Management, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) reporting the completion of the acquisition (the “Acquisition”) of eighty percent (80%) of the fully diluted equity interests of Tom Johnson Investment Management, LLC (“TJIM”) by Bimini Advisors Holdings, LLC, an indirect wholly owned subsidiary of the Company . At the time of filing the Original Report, the financial statements and pro forma financial information required by Item 9.01 of Form 8-K were not available. This Current Report on Form 8-K/A is being filed solely to provide the required financial statements and pro forma financial information under Item 9.01 of Form 8-K and does not amend or otherwise update the Original Report.
 
The pro forma financial information included in this amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and TJIM would have achieved had the companies been combined during the periods presented and is not intended to project the future financial results and results of operations that the companies may achieve after completion of the Acquisition.
 
Item 9.01 Financial Statements and Exhibits.
 
(a) Financial Statements of Business Acquired.
 
The audited financial statements of TJIM as of and for the years ended December 31, 2025 and 2024, together with the notes thereto and the independent auditor’s report thereon, are filed as Exhibit 99.1 and incorporated herein by reference.
 
(b) Pro Forma Financial Information.
 
The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2025 giving effect to the Acquisition is filed as Exhibit 99.2 and incorporated herein by reference.
 
(d) Exhibits.
 
Exhibit Number
Description
99.1
99.2 Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended December 31, 2025
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
 
 
 
 

 
 
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 hereunto duly authorized.
 
Date: June 17, 2026
 
BIMINI CAPITAL MANAGEMENT, INC.
   
   
 
By:
/s/ Robert E. Cauley
   
Robert E. Cauley
   
Chairman and Chief Executive Officer
 
 
ex_967257.htm

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 Tom Johnson Investment Management, LLC

 

Financial Statements

 

December 31, 2025 and 2024

 

 

 

Index to Financial Statements

 

 

 

Page

   

Independent Auditor's Report

1

Balance Sheets

3

Income Statements

4

Statements of Changes in Members' Equity

5

Statements of Cash Flows

6

Notes to Financial Statements

7

 

 

 

 

Independent Auditors Report

 

Richard H. Parry

Tom Johnson Investment Management, LLC

201 Robert S. Kerr, Suite 510 Oklahoma City, OK 73102

 

Opinion

 

We have audited the ​financial statements of Tom Johnson Investment Management, LLC (the Company), which comprise the ​balance sheets as of December 31, 2025 and 2024, and the related ​statements of income, changes in members’ equity, and cash flows for the years then ended, and the related notes to the ​financial statements.

 

In our opinion, the accompanying ​financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the ​financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of ​ financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the ​ financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the ​financial statements are available to be issued.

 

Auditors Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the ​financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the ​financial statements.

 

 

 

 

-1-

 

 

In performing an audit in accordance with GAAS, we:

 

 

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

Identify and assess the risks of material misstatement of the ​financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the ​financial statements.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the ​financial statements.

 

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

/s/ BDO USA, P.C.

 

West Palm Beach, FL

June 16, 2026

 

 

 

-2-

Tom Johnson Investment Management, LLC

Balance Sheets

December 31, 2025 and 2024

 

   

2025

   

2024

 

ASSETS:

               

Cash and cash equivalents

  $ 207,497     $ 407,441  

Accounts receivable

    1,651,200       1,585,210  

Property and equipment, net

    47,102       60,896  

Right of use asset

    261,938       65,138  

Other assets

    104,396       42,014  

Total Assets

  $ 2,272,133     $ 2,160,699  
                 

LIABILITIES AND MEMBERS' EQUITY

               
                 

LIABILITIES:

               

Accrued benefits

  $ 1,364,726     $ 639,656  

Lease liability

    262,487       66,788  

Other liabilities

    36,915       18,075  

Total Liabilities

    1,664,128       724,519  
                 

Commitments and Contingencies (Note 7)

    -       -  
                 

Total Members’ Equity

    608,005       1,436,180  

Total Liabilities and Members' Equity

  $ 2,272,133     $ 2,160,699  

 

 

-3-

 

Tom Johnson Investment Management, LLC

Income Statements

December 31, 2025 and 2024

 

 

                 
   

2025

   

2024

 

Revenues:

               

Advisory services

  $ 6,156,500     $ 6,020,721  

Interest and dividend income

    3,239       15,852  

Realized losses on investments

    (493 )     -  

Total revenues

    6,159,246       6,036,573  
                 

Expenses:

               

Compensation and related benefits

    3,502,585       2,757,722  

Occupancy and office expenses

    316,504       297,273  

Portfolio services

    203,964       142,400  

Subscriptions and memberships

    179,786       136,921  

Taxes and licenses

    105,730       121,857  

Professional services

    84,938       14,581  

Advertising

    66,717       72,100  

Other expenses

    33,617       59,975  

Total expenses

    4,493,841       3,602,829  
                 

Net income

  $ 1,665,405     $ 2,433,744  
                 

 

 

-4-

 

Tom Johnson Investment Management, LLC

Statements of Changes in Members Equity

December 31, 2025 and 2024

 

 

                 
   

2025

   

2024

 

Beginning balance

  $ 1,436,180     $ 1,718,122  

Net income

    1,665,405       2,433,744  

Member distributions

    (2,493,580 )     (2,715,686 )

Ending balance

  $ 608,005     $ 1,436,180  

 

 

 

-5-

Tom Johnson Investment Management, LLC

Statements of Cash Flows

December 31, 2025 and 2024

 

 

   

2025

   

2024

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  $ 1,665,405     $ 2,433,744  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    13,794       7,584  

Noncash reduction in lease expense

    (1,101 )     (826 )

Changes in operating assets and liabilities:

               

Accounts receivable

    (65,990 )     (165,463 )

Other assets

    (62,382 )     20,408  

Accrued benefits

    725,070       75,351  

Other liabilities

    18,840       6,392  

NET CASH PROVIDED BY OPERATING ACTIVITIES

    2,293,636       2,377,190  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchase of property and equipment

    -       (6,573 )

NET CASH USED IN INVESTING ACTIVITIES

    -       (6,573 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Distributions paid to members

    (2,493,580 )     (2,715,686 )

NET CASH USED IN FINANCING ACTIVITIES

    (2,493,580 )     (2,715,686 )
                 

NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

    (199,944 )     (345,069 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of the period

    407,441       752,510  

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of the period

  $ 207,497     $ 407,441  
                 

 

SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:

 

During the year ended December 31, 2025, the Company entered into an amended operating lease agreement for office space and parking facilities. Upon lease commencement, the Company recognized right-of-use assets of $292,963 and corresponding operating lease liabilities of $292,963. These lease inception transactions did not require the use of cash and, therefore, are excluded from the statement of cash flows.

 

 

-6-

 

Tom Johnson Investment Management, LLC

Notes to Financial Statements

December 31, 2025 and 2024

 

Note 1. Nature of Operations

 

Tom Johnson Investment Management, LLC (the “Company”) is a limited liability company organized under the laws of Oklahoma. The Company provides investment management and advisory services to individual and institutional clients. Revenue is derived primarily from management fees earned on assets under management.

 

Note 2. Summary of Significant Accounting Policies

 

Basis of Accounting

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

Accounts Receivable

 

Accounts receivable consist primarily of management fees billed to clients in the ordinary course of business. The Company evaluates the collectability of receivables and records an allowance for credit losses when deemed necessary. Management believes all receivables were fully collectible at December 31, 2025 and 2024; accordingly, no allowance for credit losses was recorded.

 

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years. Repairs and maintenance are expensed as incurred. Major renewals and improvements are capitalized.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Advisory service fee income is earned pursuant to investment advisory agreements and is generally calculated as a percentage of assets under management. Revenue is recognized over time as investment management services are provided. Interest and dividend income is recognized when earned. Realized and unrealized gains and losses on investments are recognized when incurred.

 

Income Taxes

 

The Company is treated as a pass-through entity for federal and state income tax purposes. Accordingly, taxable income or loss is included in the tax returns of the members. Therefore, no provision for income taxes has been included in the accompanying financial statements. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements.

 

-7-

 

Fair Value of Financial Instruments

 

The carrying amounts of cash and cash equivalents, accounts receivable, and other liabilities approximate fair value because of the short-term nature of these instruments.

 

Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits and accounts receivable. The Company maintains cash balances at financial institutions that may, at times, exceed federally insured limits.

 

Note 3. Property and Equipment

 

Property and equipment consisted of the following at December 31:

 

   

2025

   

2024

 

Furniture and fixtures

  $ 129,827     $ 129,827  

Accumulated depreciation

    (82,725 )     (68,931 )
    $ 47,102     $ 60,896  

 

Depreciation expense for the years ended December 31, 2025 and 2024 was $13,794 and $7,584, respectively.

 

Note 4. Lease Commitments

 

The Company leases office space, including related parking facilities, under a non-cancelable operating lease agreement. The lease expires on August 1, 2028. Operating lease costs for the years ended December 31, 2025 and 2024 were $100,113 and $98,736, respectively. The Company accounts for leases in accordance with ASC Topic 842, Leases. The Company determines whether an arrangement contains a lease at inception. Operating lease right-of-use assets and operating lease liabilities are recognized at the commencement date based on the present value of future lease payments over the lease term. Lease payments include fixed monthly office rent and fixed parking fees associated with employee and management parking spaces. As the rate implicit in the lease was not readily determinable, the Company utilized a risk-free rate based on information available at the commencement date in determining the present value of lease payments.

 

Supplemental balance sheet information related to operating leases was as follows at December 31:

 

   

2025

   

2024

 

Operating lease right-of-use asset

  $ 261,938       65,138  

Operating lease liabilities

  $ (262,487 )     (66,788 )

 

Other information related to leases was as follows:

 

   

12/31/2025

   

12/31/2024

 

Remaining lease term (months)

    32       8  

Discount rate

    3.59 %     3.52 %

 

Future minimum lease payments under operating leases as of December 31, 2025 were as follows:

 

Year ending December 31,

 

Amount

 

2026

  $ 102,044  

2027

    103,692  

2028

    69,128  

Total lease payments

    274,864  

Less: imputed interest

    (12,377 )

Present value of lease liabilities

    262,487  

 

-8-

 

Note 5. Retirement Plan

 

The Company maintains a defined contribution retirement plan covering substantially all employees. Contributions are determined annually at the discretion of management. Retirement plan expense totaling $278,000 and $284,000 for the years ended December 31, 2025 and 2024, respectively, is included in Compensation and related benefits expense in the accompanying statements of income.

 

Note 6. Related Party Transactions

 

In the ordinary course of business, the Company may enter into transactions with its members and affiliated entities. Management believes such transactions are conducted on terms comparable to those available from unrelated parties. The Company is managed by its President, who was previously the principal owner of the Company, and who currently owns 20% of the Company (see Note 8). The Company made distributions to its owner totaling $2.5 million and $2.7 million in 2025 and 2024, respectively. Certain relatives of members of management are also clients of the Company and have assets under management for which the Company provides investment advisory services. During the years ended December 31, 2025 and 2024, the Company earned investment advisory fees of $103,026 and $88,436, respectively, from relatives of management related to assets under management. Such fees are charged on a quarterly basis in accordance with the Company’s standard fee arrangements.

 

Note 7. Commitments and Contingencies

 

The Company may be involved in various claims and legal actions arising in the ordinary course of business. 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.

 

Note 8. Subsequent Events

 

Acquisition by Bimini Capital Management, Inc.

 

On April 1, 2026, the owners of the Company completed the sale of 80% of their interests in the Company to a subsidiary of Bimini Capital Management, Inc. (“Bimini”). The purchase price was approximately $12.3 million. The transaction agreement includes mutual put and call rights that could result in Bimini’s acquisition of the remaining 20% interest retained by its President (see Note 6). 

 

-9-
ex_969828.htm

Exhibit 99.2

 

 

BIMINI CAPITAL MANAGEMENT, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

INTRODUCTION

 

On April 1, 2026, Bimini Advisors Holdings, LLC, an indirect wholly owned subsidiary of Bimini Capital Management, Inc. (“Acquirer”), completed the acquisition (the "Acquisition") of eighty percent (80%) of the fully diluted equity interests of Tom Johnson Investment Management, LLC (“Target”), a registered investment adviser, pursuant to the Membership Interest Purchase Agreement, dated January 13, 2026.

 

The following unaudited pro forma condensed combined financial information has been prepared to illustrate the pro forma effects of the Acquisition on the historical financial position and results of operations of Acquirer.

 

The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition as if it had occurred on December 31, 2025.

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Acquisition as if it had occurred on January 1, 2025.

 

Limitations of Unaudited Pro Forma Financial Information

 

The pro forma information is based on information currently available, including certain assumptions and estimates that management believes are reasonable. The information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would have occurred had the Acquisition been completed on the dates assumed, nor is it indicative of future operating results or financial position, as the Acquirer's future results of operations and financial position may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

 

 

 

 

BIMINI CAPITAL MANAGEMENT, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2025

($ in thousands)

 

                    Transaction            
   

Acquirer

   

Target

   

Adjustments

     

Pro Forma

 
   

Historical

   

Historical

   

(See Note 3)

     

Combined

 

Mortgage-backed securities

  $ 88,929     $ -     $ (72,540 )

(a)

  $ 16,389  

Cash and cash equivalents

    12,697       207       2,807  

(a)

    3,657  
                      (12,054 )

(b)

       

Restricted cash

    1,621       -       -         1,621  

Investment in Orchid Island Capital, Inc., at fair value

    4,097       -       -         4,097  

Property and equipment, net

    1,769       47       -         1,816  

Deferred tax assets

    17,240       -       -         17,240  

Other assets

    3,341       2,018       (341 )

(a)

    5,018  

Identified intangibles

    -       -       9,700  

(c)

    9,700  

Goodwill

    -       -       3,819  

(d)

    3,819  

TOTAL ASSETS

  $ 129,694     $ 2,272     $ (68,609 )     $ 63,357  
                                   

LIABILITIES AND STOCKHOLDERS' EQUITY

                                 
                                   

LIABILITIES

                                 

Repurchase agreements

  $ 85,326     $ -     $ (69,874 )

(a)

  $ 15,452  

Long-term debt

    27,347       -       -         27,347  

Accrued interest payable

    300       -       (200 )

(a)

    100  

Other liabilities

    4,098       1,664       316  

(e)

    7,534  
                      1,456  

(f)

       

TOTAL LIABILITIES

    117,071       1,664       (68,302 )       50,433  
                                   

Noncontrolling interests

    -       -       3,080  

(g)

    3,080  

Members' equity

    -       608       (608 )

(h)

    -  

Stockholders' equity

    12,623       -       (2,779 )       9,844  

TOTAL EQUITY

    12,623       608       (307 )       12,924  
                                   

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 129,694     $ 2,272     $ (68,609 )     $ 63,357  

 

 

 

 

BIMINI CAPITAL MANAGEMENT, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2025

($ in thousands)

 

                      Transaction            
   

Acquirer

   

Target

   

Adjustments

     

Pro Forma

 
   

Historical

   

Historical

   

(See Note 3)

     

Combined

 

Revenues:

                                 

Advisory services revenues

  $ 16,575     $ 6,157     $ -       $ 22,732  

Interest and dividend income

    7,128       2       (4,492 )

(a)

    2,638  

Interest expense

    (6,812 )     -       3,123  

(a)

    (3,689 )

Net revenues

    16,891       6,159       (1,369 )       21,681  
                                   

Other income

    205       -       (1,743 )

(a)

    42  
                      1,580  

(b)

       
                                   

Expenses:

                                 

Compensation and related benefits

    8,310       3,503       -         11,813  

Directors fees and liability insurance

    872       -       -         872  

Professional fees

    1,124       85       -         1,209  

Other administrative expenses

    2,298       906       1,510  

(c)

    5,394  
                      680  

(d)

       

Total Expenses

    12,604       4,494       2,190         19,288  
                                   

Net income before income taxes

    4,492       1,665       (3,722 )       2,435  

Income tax benefit

    (1,309 )     -       (782 )

(e)

    (2,091 )

Net income

    5,801       1,665       (2,940 )       4,526  

Less: Income attributable to noncontrolling interests

    -       -       226         226  

Net income attributable to Bimini Capital Management, Inc.

  $ 5,801     $ 1,665     $ (3,166 )     $ 4,300  
                                   

Earnings Per Share

                                 

Basic

  $ 0.58                       $ 0.43  

Diluted

  $ 0.58                       $ 0.43  
                                   

Weighted-average shares outstanding

                                 

Basic

    10,005                         10,005  

Diluted

    10,005                         10,005  

 

 

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Note 1 – Basis of Presentation

 

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X and gives effect to the Acquisition using the acquisition method of accounting under Accounting Standards Codification 805, Business Combinations. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted from this report, as permitted by such rules and regulations. The unaudited pro forma condensed combined financial information includes estimated adjustments to record the acquired assets and assumed liabilities of the Target at their respective fair values and represents management’s estimates based on the information available as of June 17, 2026. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after completion of a final analysis to determine the fair values of Target's tangible and identifiable intangible assets and liabilities as of the closing date of the Acquisition.

 

Note 2 – Preliminary Estimated Purchase Price Allocation

 

The preliminary purchase price allocation is summarized as follows ($ in thousands):

 

Cash consideration, including transaction costs

  $ 12,000  

Fair value of deferred consideration

    316  

Total consideration

    12,316  
         

Purchase price allocated to:

       

Cash

    590  

Accounts receivable

    1,630  

Other assets

    308  

Accrued liabilities

    (651 )

Tradename intangible

    1,000  

Client relationships intangible

    8,700  

Noncontrolling interest

    (3,080 )

Goodwill

  $ 3,819  

 

The allocation remains preliminary and may be revised upon completion of valuation analyses.

 

Note 3 – Transaction Adjustments

 

Adjustments related to the acquisition included in the unaudited pro forma condensed combined balance sheet as of December 31, 2025.


The following provides additional details about the methods and assumptions used to determine the transaction accounting adjustments in the unaudited pro forma condensed combined balance sheet. All adjustments are based on current assumptions and/or valuations, which are subject to change.

 

(a)

Adjustment to give effect to 2026 sales of $72.5 million of the Acquirer's mortgage-backed securities and redemptions of $69.9 million of repurchase agreements to facilitate the Acquisition. The adjustment results in an increase in cash and cash equivalents of $2.8 million, a decrease in accrued interest receivable of $0.3 million and a decrease in accrued interest payable of $0.2 million.

(b)

Adjustment to reflect cash consideration paid in connection with the Acquisition totaling $12.0 million and Acquirer transaction costs paid at closing of $0.1 million.

(c)

Adjustment to record acquired finite lived intangibles, including client relationship intangible of $8.7 million and tradename intangible of $1.0 million.

(d)

Adjustment to record the goodwill of $3.8 million as a result of the preliminary purchase price allocation. Refer to "Note 2 - Preliminary Estimated Purchase Price Allocation."

(e)

Adjustment to accrue deferred transaction consideration, at fair value.

(f)

Adjustment to accrue nonrecurring transaction costs incurred by the Acquirer subsequent to December 31, 2025.

(g)

Adjustment to establish noncontrolling interest in Target, at fair value.

(h)

Adjustment to remove Target's historical equity.

 

 

 

Adjustments related to the acquisition included in the unaudited pro forma condensed combined statements of income for the year ended December 31, 2025.


The following provides additional details about the methods and assumptions used to determine the transaction accounting adjustments in the unaudited pro forma condensed combined statements of income. All adjustments are based on current assumptions and/or valuations, which are subject to change.

 

(a)

Adjustment to remove Acquirer's 2025 interest income, interest expense and fair value adjustments attributed to mortgage-backed securities sold, and related redeemed repurchase agreement borrowings that were terminated in 2026 to facilitate the acquisition.

(b)

Adjustment to remove the Acquirer's 2025 fair value adjustments associated with derivative instruments utilized to hedge mortgage-backed securities, as discussed in note (a) above. The adjustment was determined by multiplying the total 2025 fair value adjustment by the ratio of the December 31, 2025 fair value of the assets sold to the fair value of the entire hedged portfolio.

(c)

Adjustment to record nonrecurring transaction costs incurred by the Acquirer subsequent to December 31, 2025.

(d)

Adjustment to reflect amortization of acquired finite lived intangible assets.

(e)

Adjustments to recognize tax impact of associated with the transaction adjustments recorded above at the statutory rate of 21%.

 

Management believes the assumptions used provide a reasonable basis for presenting the significant effects of the Acquisition. The actual purchase price allocation and resulting adjustments may differ materially from those reflected herein.