UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): March 27, 2020
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Bimini Capital
Management, Inc.
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(Exact
name of registrant as specified in its charter)
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Maryland
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001-32171
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72-1571637
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(State or Other
Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS
Employer Identification No.)
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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:
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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 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. ◻
ITEM
8.01. OTHER EVENTS.
On March 18,
2020, Bimini Capital Management, Inc. (the “Company”) filed a Form
8-K and issued a press release (the “Release”) announcing its
consolidated results of operations for the period ended December
31, 2019. The Company intended to file its Form 10-K for the
year ended December 31, 2019 (the “Form 10-K”) after the close of
business on March 19, 2020. However, due to unforeseen
circumstances, the Company delayed the filing of its Form 10-K
until March 27, 2020. This 8-K revises certain unaudited
amounts that were reported in the Release relating to the
realizability of capital loss tax carry-forwards to conform with
the audited financial statements filed in the Form 10-K.
Specifically:.
• Deferred
tax assets are $33,288,536 in the Form 10-K as compared to
$34,003,255 in the Release;
• Total
assets are $279,488,948 in the Form 10-K as compared to
$280,203,667 in the Release;
• Book
value per share is $3.44 in the Form 10-K as compared to $3.51 in
the Release;
• Stockholders’
equity is $39,976,991 in the Form 10-K as compared to $40,691,710
in the Release;
• Net
income and net income per share are $13,299,977and $1.09, in the
Form 10-K as compared to $14,014,696 and $1.15 in the Release;
and
• Income
tax benefit and income tax benefit per share are $10,281,612 and
$0.84 in the Form 10-K as compared to $10,996,331 and $0.90 in the
Release.
The deferred tax
asset valuation allowance does not impact cash flows as it is a
non-cash GAAP accounting adjustment.
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.
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Date: March 27, 2020
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BIMINI CAPITAL MANAGEMENT, INC
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By:
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/s/ Robert E. Cauley
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Robert E. Cauley
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Chairman and Chief Executive Officer
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