Form 10-Q BIMINI CAPITAL MANAGEMEN For: Jun 30

Segment Reporting

The Company’s operations are classified into three reportable segments: the asset management segment of Bimini Advisors, the asset management segment of TJIM, and the investment portfolio segment. These segments are evaluated by management in deciding how to allocate resources and in assessing performance. The accounting policies of the operating segments are the same as those of the Company’s except that inter-segment revenues and expenses are included in the presentation of segment results. For further information see Note 14.

Consolidation

The accompanying condensed consolidated financial statements include the accounts of Bimini Capital and its subsidiaries, as listed above. All inter-company accounts and transactions have been eliminated.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim periods are included. Operating results for the three-month period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending  December 31, 2026.

The consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete consolidated financial statements. For further information, refer to the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Reclassifications

Beginning in the current period, the Company aggregated certain financial statement line items to enhance the presentation and readability of its consolidated financial statements. Comparative prior-period amounts have been conformed to the current presentation, where applicable. The aggregation of these line items had no effect on previously reported total assets, total liabilities, stockholders' equity, net income, earnings per share, or cash flows.

Use of Estimates

The preparation of financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates. Significant estimates affecting the accompanying consolidated financial statements include determining the value of and estimated useful lives of intangible assets, determining the fair values of MBS and the amounts of asset valuation allowances, determining the fair value of assets acquired and liabilities assumed in business combinations, including redeemable noncontrolling interests and deferred consideration, and the computation of the income tax provision or benefit and the deferred tax asset allowances recorded for each accounting period.

Variable Interest Entities

A variable interest entity (“VIE”) is consolidated by an enterprise if it is deemed the primary beneficiary of the VIE. The Company obtains interests in VIEs through its investments in MBS. The interests in these VIEs are passive in nature and are not expected to result in the Company obtaining a controlling financial interest in these VIEs in the future. As a result, the Company does not consolidate these VIEs and accounts for the interest in these VIEs as MBS. See Note 3. The maximum exposure to loss for these VIEs is the carrying value of the MBS.

Bimini Capital has a common share investment in a trust, Bimini Capital Trust II, (“BCTII”), used in connection with the issuance of Bimini Capital's junior subordinated notes. BCTII is a VIE, as the holders of the equity investment at risk do not have adequate decision-making ability over BCTII’s activities. Bimini Capital's investment was financed directly by BCTII as a result of its loan of the proceeds to Bimini Capital; therefore, that investment is not an equity investment at risk and is not a variable interest.  Since Bimini Capital is not the primary beneficiary of BCTII, the Company has not consolidated the financial statements of BCTII into its consolidated financial statements, and this investment is accounted for on the equity method. See Note 8.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash on deposit with financial institutions and highly liquid investments with original maturities of three months or less at the time of purchase. Restricted cash includes cash pledged as collateral for repurchase agreements and margin for derivative instruments. The following table presents the Company’s cash, cash equivalents and restricted cash as of June 30, 2026 and December 31, 2025.

The Company maintains cash balances at several banks and excess margin with one exchange clearing member. At times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances. Restricted cash balances are uninsured, but are held in separate accounts that are segregated from the general funds of the counterparty. The Company limits uninsured balances to only large, well-known banks and exchange clearing members and believes that it is not exposed to significant credit risk on cash and cash equivalents or restricted cash balances.

Advisory Services

Bimini Advisors manages and advises Orchid pursuant to the terms of a management agreement. See Note 2. Under the terms of the management agreement, Orchid is obligated to pay Bimini Advisors a monthly management fee and a pro rata portion of certain overhead costs and to reimburse the Company for any direct expenses incurred on its behalf. Revenues from management fees are recognized over the period of time in which the service is performed. 

TJIM provides discretionary and non-discretionary investment advisory services to institutional investors, high-net-worth individuals, retirement plans, subadvisor platforms, and foundations. See Note 2.  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.  Fees are generally received in arrears.

Accounts Receivable

Accounts receivable consist primarily of investment advisory, asset management, and other fee-based revenues earned in the ordinary course of business. Receivables are recorded when the Company's right to consideration becomes unconditional and are presented net of an allowance for expected credit losses. The Company maintains an allowance for expected credit losses in accordance with Accounting Standards Codification ("ASC") Topic 326, Financial Instruments—Credit Losses. The allowance reflects management's estimate of lifetime expected credit losses and is based on historical loss experience, the aging of outstanding receivables, the financial condition and payment history of customers, current economic conditions, and reasonable and supportable forecasts that may affect collectability. Investment advisory fee receivables are generally short-term in nature and are collected pursuant to contractual arrangements with clients or directly from client investment accounts maintained by qualified custodians. As a result, the Company has historically experienced minimal credit losses on these receivables. As such, as of June 30, 2026 and December 31, 2025, the Company has not recorded an allowance for credit losses. Management evaluates the adequacy of the allowance on a recurring basis and adjusts the allowance, as necessary, based on changes in facts and circumstances.

Accounts receivable are written off when management determines that collection is not probable, after considering all available information and collection efforts. Any subsequent recoveries of amounts previously written off are recorded as a reduction of credit loss expense in the period collected.

Because substantially all accounts receivable arise from contractual fee arrangements with investment advisory clients and are generally collected within a relatively short period, the Company believes that its exposure to credit risk is limited. The Company does not generally require collateral from its clients.

Mortgage-Backed Securities and U.S. Treasury Notes

The investment portfolio is invested primarily in common shares of Orchid and mortgage pass-through (“PT”) MBS issued by Freddie Mac, Fannie Mae or Ginnie Mae, collateralized mortgage obligations (“CMOs”), interest-only (“IO”) securities and inverse interest-only (“IIO”) securities representing interests in or obligations backed by pools of mortgage-backed loans. The Company refers to MBS and CMOs as PT MBS and IO and IIO securities as structured MBS. The Company also invests in U.S. Treasury Notes. The Company has elected to account for its investment in MBS and U.S. Treasury Notes under the fair value option. Electing the fair value option requires the Company to record changes in fair value in the consolidated statement of operations, which, in management’s view, more appropriately reflects the results of the Company’s operations for a particular reporting period and is consistent with the underlying economics and how the portfolio is managed.

The Company records securities transactions on the trade date. Security purchases that have not settled as of the balance sheet date are included in the portfolio balance with an offsetting liability recorded, whereas securities sold that have not settled as of the balance sheet date are removed from the portfolio balance with an offsetting receivable recorded.

Fair value is defined as the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. The fair value measurement assumes that the transaction to sell the asset or transfer the liability either occurs in the principal market for the asset or liability, or in the absence of a principal market, occurs in the most advantageous market for the asset or liability. Estimated fair values for MBS and U.S. Treasury Notes are based on independent pricing sources and/or third-party broker quotes, when available.

Income on PT MBS and U.S. Treasury Notes is based on the stated interest rate of the security. Premiums or discounts present at the date of purchase are not amortized. Premium loss and discount accretion resulting from monthly principal repayments are reflected in unrealized gains and losses on MBS in the consolidated statements of operations. For IO securities, the income is accrued based on the carrying value and the effective yield. The difference between income accrued and the interest received on the security is characterized as a return of investment and serves to reduce the asset’s carrying value. At each reporting date, the effective yield is adjusted prospectively for future reporting periods based on the new estimate of prepayments and the contractual terms of the security. For IIO securities, effective yield and income recognition calculations also take into account the index value applicable to the security. Changes in fair value of MBS during each reporting period are recorded in earnings and reported as unrealized gains or losses on MBS in the accompanying consolidated statements of operations. The amount reported as unrealized gains or losses on MBS thus captures the net effect of changes in the fair market value of securities caused by market developments and any premium or discount lost as a result of principal repayments during the period. Realized gains and losses on sales of MBS, using the specific identification method, are reported as a separate component of net portfolio income on the statement of operations.

Orchid Common Stock

The Company accounts for its investment in Orchid common shares at fair value. The change in the fair value and dividends received on this investment are reflected in the consolidated statements of operations for each reporting period. We estimate the fair value of Orchid’s common shares on a market approach using “Level 1” inputs based on the quoted market price of Orchid’s common stock on a national stock exchange.

Derivative Financial Instruments

The Company has historically used derivative instruments to manage interest rate risk, facilitate asset/liability strategies and manage other exposures, and it may continue to do so in the future. The principal instruments that the Company has used are interest rate futures contracts, and “to-be-announced” (“TBA”) securities transactions. The Company accounts for TBA securities as derivative instruments. Other types of derivative instruments may be used in the future. Gains and losses associated with derivative transactions are reported in gain (loss) on derivative instruments in the accompanying consolidated statements of operations.

Derivative instruments are carried at fair value, and changes in fair value are recorded in the consolidated operations for each period. The Company’s derivative financial instruments are not designated as hedge accounting relationships, but rather are used as economic hedges of its portfolio assets and liabilities. Gains and losses on derivatives, except those that result in cash receipts or payments, are included in operating activities on the statements of cash flows. Cash payments and cash receipts from settlement of derivatives, including current period net cash settlements on interest rate swaps, are classified as an investing activity on the statements of cash flows. The Company's derivative agreements generally contain provisions that allow for netting or setting off derivative assets and liabilities with the counterparty; however, related assets and liabilities are reported on a gross basis in the Company's consolidated balance sheets. Derivative instruments in a gain position, if any, are reported as derivative assets at fair value and derivative instruments in a loss position, if any, are reported as derivative liabilities at fair value in the consolidated balance sheets. 

Holding derivatives creates exposure to credit risk related to the potential for failure by counterparties to honor their commitments. In the event of default by a counterparty, the Company may have difficulty recovering its collateral and may not receive payments provided for under the terms of the agreement. The Company’s derivative agreements require it to post or receive collateral to mitigate such risk. In addition, the Company uses only registered central clearing exchanges and well-established commercial banks as counterparties, monitors positions with individual counterparties and adjusts posted collateral as required. The Company’s futures contracts are exchange traded contracts that are valued based on exchange pricing with daily margin requirements. The margin requirement varies based on the market value of the open position and the equity retained in the account. Margin posted is treated as settlement of the outstanding value of the futures contract. Any margin excess or deficit outstanding is recorded as a receivable or payable as of the date of the Company’s balance sheets. The Company realizes gains and losses on these contracts upon expiration equal to the difference between the current fair value of the underlying asset and the contractual price of the futures contract.

Financial Instruments

The fair value of financial instruments is disclosed either in the body of the consolidated financial statements or in the accompanying notes. MBS, U.S. Treasury Notes, Orchid common stock, and derivative assets and liabilities are accounted for at fair value in the consolidated balance sheets. The methods and assumptions used to estimate fair value for these instruments are presented in Note 13.

Property and Equipment, net

Property and equipment, net, consists of computer equipment with a depreciable life of three years, office furniture and equipment with depreciable lives of eight to 20 years, land which has no depreciable life, and our building and its improvements with depreciable lives of 30 years. Property and equipment is recorded at acquisition cost and depreciated to their respective salvage values using the straight-line method over the estimated useful lives of the assets. Depreciation is included in administrative and other expenses in the consolidated statement of operations.

Repurchase Agreements

The Company finances the acquisition of the majority of its PT MBS through the use of repurchase agreements under master repurchase agreements. Repurchase agreements are accounted for as collateralized financing transactions, which are carried at their contractual amounts, including accrued interest, as specified in the respective agreements.

Earnings Per Share

Basic earnings per share ("EPS") is calculated as income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the treasury stock or two-class method, as applicable for common stock equivalents. However, the common stock equivalents are not included in computing diluted EPS if the result is anti-dilutive.

Outstanding shares of Class B Common Stock, participating and convertible into Class A Common Stock, are entitled to receive dividends in an amount equal to the dividends declared, if any, on each share of Class A Common Stock. Accordingly, shares of the Class B Common Stock are included in the computation of basic EPS using the two-class method and, consequently, are presented separately from Class A Common Stock.

The shares of Class C Common Stock are not included in the basic EPS computation as these shares do not have participation rights. The outstanding shares of Class B and Class C Common Stock are not included in the computation of diluted EPS for the Class A Common Stock as the conditions for conversion into shares of Class A Common Stock were not met.

Any accretion or other adjustment to the redeemable noncontrolling interests is reflected as an adjustment to retained earnings, or in the absence of retained earnings, additional paid-in capital, and reduces income available to common stockholders for EPS purposes.

Income Taxes

Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities represent the differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates. The measurement of net deferred tax assets is adjusted by a valuation allowance if, based on the Company’s evaluation, it is more likely than not that they will not be fully realized in future accounting periods.

The Company’s U.S. federal income tax returns for years ended on or after December 31, 2022 remain open for examination. Although management believes its calculations for tax returns are correct and the positions taken thereon are reasonable, the final outcome of a tax examination, should it occur, could be materially different from the tax returns filed by the Company, and those differences could result in significant costs or benefits to the Company. Bimini Capital and its includable subsidiaries, and Royal Palm and its includable subsidiaries, file their tax returns as separate tax paying entities.

The Company assesses the likelihood, based on their technical merit, that uncertain tax positions will be sustained during a tax examination based on the facts, circumstances and information available. The measurement of uncertain tax positions is adjusted when new information is available, or when an event occurs that requires a change. The Company recognizes tax positions in the consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The difference between the benefit recognized and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit and is recorded as a liability in the consolidated balance sheets. The Company has recorded no such liabilities. The Company records income tax-related interest and penalties, if applicable, within the income tax provision.

Business Combinations 

Mergers and acquisitions are accounted for using the acquisition method of accounting. Assets and liabilities acquired and assumed are recorded at their fair values as of the date of the transaction. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Subsequent adjustments to provisional fair value amounts that are identified in reporting periods within one year after the acquisition date in a business combination are recognized in the reporting period in which the adjustment amounts are determined. Significant estimates and judgments are involved in the fair valuation and purchase price allocation process. Results of operations of the acquired business are included in the statement of operations from the effective date of acquisition.

Redeemable Noncontrolling Interests ("NCI")

Under the terms of TJIM's governing documents and subject to certain conditions, the Company has a call option to purchase the remaining interests from the minority owner (i.e., noncontrolling interests) and the minority owner has a put option to sell all of its interests to the Company for 50% of the redemption price (to be determined using the formula used to determine the purchase price paid by the Company in connection with the TJIM Acquisition) in cash at the closing of such redemption and 50% in a 36-month promissory note bearing interest at the prime lending rate. Because the exercise of the put option is outside the control of the Company, the redeemable NCI is recorded in the mezzanine section of its consolidated balance sheets. 

The redeemable NCI is carried at the higher of the carrying amount – reflecting the Sellers share of net income/loss, other comprehensive income/loss, and distributions – or the applicable redemption value. The change in carrying value of the redeemable NCI is recorded as an offset to retained earnings, with a corresponding impact on earnings per share. Upon exercise of the call or put options, any difference between the consideration paid and carrying value of the redeemable NCI is recorded as an adjustment to additional paid-in capital.

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is subject to impairment testing at the reporting unit level, which is conducted at least annually or when events or changes in circumstances indicate the goodwill might be impaired. The Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing updated qualitative factors, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it performs a quantitative goodwill impairment test. Determining the fair value of a reporting unit requires judgment and often involves the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. 

Intangible assets are carried at cost less accumulated amortization. Intangible assets are amortized using the straight-line methods over their estimated useful lives. For finite-lived intangible assets, if potential impairment circumstances are considered to exist, the Company will perform a recoverability test using an undiscounted cash flow analysis. If the carrying value of the asset is greater than the total undiscounted cash flows, the difference between the carrying value of the asset and its current fair value would be recognized as an expense in the period in which the impairment occurs.

To measure the fair value of intangible assets acquired in the TJIM Acquisition, various measurement techniques were used including the relief-from-royalty method for the acquired tradename and the multi-period excess earnings method for the acquired client relationships.

Deferred Consideration

The Company records deferred consideration relating to business combinations in other liabilities on the balance sheet with a corresponding increase to the purchase price at its acquisition date fair value. Because the deferred amount is fixed and payable after a stated period, it is not contingent on future performance. Any difference between the present value recognized at the acquisition date and the ultimate cash payment is recognized as interest expense over the deferral period using the effective interest method.

Recent Accounting Pronouncements

On January 1, 2025, the Company adopted Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, greater disaggregation of information in the income tax rate reconciliation and for paid income taxes to be disaggregated by jurisdiction. The Company adopted ASU 2023-09 on a retrospective basis, and the adoption did not have any impact on the financial statements or results of operations.

In  November 2024, the Financial Accounting Standards Board ("FASB") issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in the ASU require disclosures about specific types of expenses included in the expense captions presented on the Consolidated Statements of Income, as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after  December 15, 2026. We are currently evaluating the impact of adoption on our financial disclosures.

In November 2025, the FASB issued ASU No. 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. The amendments expand the population of acquired financial assets subject to the gross-up approach under Topic 326 to include certain purchased seasoned loans that are acquired without evidence of credit deterioration. Under the amended guidance, an allowance for expected credit losses is recognized at the acquisition date as an adjustment to the amortized cost basis of qualifying purchased loans, rather than through current-period credit loss expense. The amendments are intended to improve comparability between the accounting for purchased credit deteriorated loans and other qualifying acquired loans. The amendments in ASU 2025-08 are effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods, with early adoption permitted. The standard is to be applied prospectively to qualifying loans acquired on or after the date of adoption. The Company is currently evaluating the impact of adopting ASU 2025-08. Because the Company does not originate or routinely acquire loan portfolios as part of its normal business operations, the Company does not currently expect the adoption of ASU 2025-08 to have a material impact on its consolidated financial statements or related disclosures.