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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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Maryland
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72-1571637
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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3305
Flamingo Drive, Vero Beach, FL 32963
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(Address
of principal executive offices - Zip Code)
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772-231-1400
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Title
of Each Class
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Class
A Common Stock, $0.001 par value
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PART
I
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ITEM
1. Business.
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3
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ITEM
1A. Risk Factors
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28
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ITEM
1B. Unresolved Staff Comments.
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42
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ITEM
2. Properties.
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42
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ITEM
3. Legal Proceedings.
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43
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PART
II
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ITEM
4. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
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44
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ITEM
5. Selected Financial Data.
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45
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ITEM
6. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
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46
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ITEM
6A. Quantitative and Qualitative Disclosures About Market
Risk.
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58
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ITEM
7. Financial Statements and Supplementary Data.
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59
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ITEM
8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
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93
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ITEM
8A. Controls and Procedures.
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93
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ITEM
8A (T). Controls and Procedures.
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93
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ITEM
8B. Other Information.
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94
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PART
III
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ITEM
9. Directors, Executive Officers and Corporate Governance.
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95
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ITEM
10. Executive Compensation.
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95
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ITEM
11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
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95
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ITEM
12. Certain Relationships and Related Transactions, and Director
Independence.
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95
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ITEM
13. Principal Accountant Fees and Services.
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95
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PART
IV
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ITEM
14. Exhibits, Financial Statement Schedules.
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96
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·
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On
November 3, 2005, Bimini Mortgage acquired Opteum Financial Services, LLC
(“OFS”). This entity was renamed Orchid Island TRS, LLC
(“OITRS”) effective July 3, 2007. Hereinafter, any historical
mention, discussion or references to Opteum Financial Services, LLC or to
OFS (such as in previously filed documents or Exhibits) now means Orchid
Island TRS, LLC or “OITRS.” Upon closing of the transaction,
OITRS became a wholly-owned taxable REIT subsidiary of the
Company.
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·
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On
February 10, 2006, the Company changed its name to Opteum Inc.
(“Opteum”).
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·
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On
December 21, 2006, the Company sold to Citigroup Global Markets Realty
Corp. (“Citigroup Realty”) a Class B non-voting limited liability company
membership interest in OITRS, representing 7.5% of all of OITRS’s
outstanding limited liability company membership interests, for $4.1
million. The Company also granted Citigroup Realty the option to acquire
additional Class B non-voting limited liability company membership
interests in OITRS. This option was not exercised. On May 27,
2008, the Company repurchased the 7.5% interest for
$50,000.
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·
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On
April 18, 2007, the Board of Managers of OITRS, at the recommendation of
the Board of Directors of the Company, approved the closure of OITRS’
wholesale and conduit mortgage loan origination channels in the second
quarter of 2007. Also, during the second and third quarters of
2007, substantially all of the other operating assets of OITRS were sold
and the proceeds were primarily used to repay secured indebtedness.
Beginning with the second quarter of 2007, the activities of OITRS have
been reported as a discontinued operation, and management of the Company
have worked to restructure the Company to again operate solely as a
REIT.
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·
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On
September 28, 2007, the Company changed its name to Bimini Capital
Management, Inc.
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·
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Monitoring
and adjusting, if necessary, the interest rate sensitivity of our mortgage
related securities compared with the interest rate sensitivities of our
borrowings.
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·
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Attempting
to structure our repurchase agreements that fund our purchases of
adjustable-rate mortgage-backed securities to have a range of different
maturities and interest rate adjustment periods. We attempt to structure
these repurchase agreements to match the reset dates on our
adjustable-rate mortgage-backed securities when possible. At
December 31, 2009, the weighted average months to reset of our
adjustable-rate mortgage-backed securities was 4.9 months and the
weighted average reset on the corresponding repurchase agreements was 25
days; and
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Actively
managing, on an aggregate basis, the interest rate indices and interest
rate adjustment periods of our mortgage related securities compared to the
interest rate indices and adjustment periods of our borrowings. Our
liabilities under our repurchase agreements are all LIBOR-based, and we,
among other considerations, select our adjustable-rate mortgage-backed
securities to favor LIBOR indexes.
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·
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Owning
securities with lower anticipated levels of prepayments so as to avoid
excessive margin calls when monthly prepayments are
announced. Prepayment speeds are typically made available prior
to the receipt of the related cash flows, thus causing the market value of
the related security to decrease prior to the receipt of the associated
cash. This gives rise to a temporary collateral deficiency and
generally results in margin calls by
lenders.
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·
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Obtaining
funding arrangements whereby prepayment related margin calls are deferred
or waived in exchange for payments to the lender tied to the dollar amount
of the collateral deficiency and a pre-determined interest
rate.
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Maintaining
larger balances of cash or unencumbered assets to meet margin
calls.
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Proactively
making margin calls on our credit counterparties when we have an excess of
collateral pledged against our borrowings by actively monitoring the asset
prices and collateral levels for assets pledged against such
borrowings.
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Reducing
our leverage.
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Redeploying
capital from our levered mortgage-backed securities portfolio to our
unlevered derivative mortgage-backed securities
portfolio.
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Fixed-Rate
Mortgages
. As of December 31, 2009, 4.4% of
our portfolio consisted of fixed-rate mortgage-backed securities.
Fixed-rate mortgages are those where the borrower pays an interest rate
that is constant throughout the term of the loan. Traditionally, most
fixed-rate mortgages have an original term of 30 years. However,
shorter terms (also referred to as final maturity dates) have become
common in recent years. Because the interest rate on the loan never
changes, even when market interest rates change, over time there can be a
divergence between the interest rate on the loan and current market
interest rates. This in turn can make a fixed-rate mortgages price
sensitive to market fluctuations in interest rates. In general, the longer
the remaining term on the mortgage loan, the greater the price
sensitivity.
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·
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Collateralized Mortgage
Obligations
. As of December 31, 2009, 0.0%
of our portfolio consisted of collateralized mortgage obligations.
Collateralized mortgage obligations, or CMOs, are a type of
mortgage-backed security. Interest and principal on a CMO are paid, in
most cases, on a monthly basis. CMOs may be collateralized by whole
mortgage loans, but are more typically collateralized by portfolios of
mortgage pass-through securities issued directly by or under the auspices
of Ginnie Mae, Freddie Mac or Fannie Mae. CMOs are structured into
multiple classes, with each class bearing a different stated maturity.
Monthly payments of principal, including prepayments, are first returned
to investors holding the shortest maturity class. Investors holding the
longer maturity classes receive principal only after the first class has
been retired. Generally, fixed-rate mortgages are used to collateralize
CMOs. However, the CMO tranches need not all have fixed-rate coupons. Some
CMO tranches have floating rate coupons that adjust based on market
interest rates, subject to some limitations. Such tranches, often called
"CMO floaters," can have relatively low price sensitivity to interest
rates.
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·
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Adjustable-Rate
Mortgages
. As of December 31, 2009, 27.2% of
our portfolio consisted of adjustable-rate mortgage-backed securities.
Adjustable-rate mortgages, or ARMs, are those for which the borrower pays
an interest rate that varies over the term of the loan. The interest rate
usually resets based on market interest rates, although the adjustment of
such an interest rate may be subject to certain limitations.
Traditionally, interest rate resets occur at regular set intervals (for
example, once per year). We will refer to such ARMs as "traditional"
ARMs. Because the interest rates on ARMs fluctuate based on
market conditions, ARMs tend to have interest rates that do not
deviate from current market rates by a large amount. This in turn can mean
that ARMs have less price sensitivity to interest
rates.
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·
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Hybrid Adjustable-Rate
Mortgages
. As of December 31, 2009, 56.0% of
our portfolio consisted of hybrid adjustable-rate mortgage-backed
securities. Hybrid ARMs have a fixed-rate for the first few years of
the loan, often three, five, or seven years, and thereafter reset
periodically like a traditional ARM. Effectively such mortgages are
hybrids, combining the features of a pure fixed-rate mortgage and a
"traditional" ARM. Hybrid ARMs have price sensitivity to interest
rates similar to that of a fixed-rate mortgage during the period when the
interest rate is fixed and similar to that of an ARM when the interest
rate is in its periodic reset stage. However, because many hybrid
ARMs are structured with a relatively short initial time span during
which the interest rate is fixed, even during that segment of its
existence, the price sensitivity may be
high.
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·
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Balloon Maturity
Mortgages
. As of December 31, 2009, 0.0% of
our portfolio consisted of balloon maturity mortgage-backed securities.
Balloon maturity mortgages are a type of fixed-rate mortgage where all or
most of the principal amount is due at maturity, rather than paid down, or
amortized, over the life of the loan. These mortgages have a static
interest rate for the life of the loan. However, the term of the loan is
usually quite short, typically less than seven years. As the balloon
maturity mortgage approaches its maturity date, the price sensitivity of
the mortgage declines.
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·
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Interest Only Securities
(“IO”)
As of December 31, 2009, 0.0% of our portfolio consisted of
IO securities. IO securities represent the stream of interest payments on
a pool of mortgages, either fixed-rate mortgages or hybrid adjustable-rate
mortgages; holders of IO securities have no claim to any principal
payments. The value of IOs depends primarily on two factors;
prepayments and interest rates. Prepayments on the underlying pool of
mortgages reduce the stream of interest payments going forward, hence IOs
are highly sensitive to the rate at which the mortgages in the pool are
prepaid. IOs are also sensitive to changes in interest rates. An increase
in interest rates reduces the present value of future interest payments on
a pool of mortgages. On the other hand, an increase in interest rates has
a tendency to reduce prepayments, which increases the expected absolute
amount of future interest payments.
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·
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Inverse Interest Only
Securities (“IIO”)
As of December 31, 2009, 12.4% of our portfolio
consisted of IIO securities.
IIO securities
represent the stream of interest payments on a pool of mortgages, either
fixed-rate mortgages or hybrid adjustable-rate mortgages; holders of IIO
securities have no claim to any principal payments. The value
of IIOs depends primarily on three factors; prepayments, LIBOR rates and
term interest rates. Prepayments on the underlying pool of mortgages
reduce the stream of interest payments, hence IIOs are highly sensitive to
the rate at which the mortgages in the pool are prepaid. The coupon IIO
securities are derived from both the coupon interest rate on the
underlying pool of mortgages and one month LIBOR. IIO
securities are typically created in conjunction with a floating rate CMO
which has a principal balance and which is entitled to receive all of the
principal payments on the underlying pool of mortgages. The
coupon on the floating rate CMO is also based on one month
LIBOR. Typically, the coupon on the floating rate CMO and the
IIO, when combined, equal the coupon on the pool of underlying
mortgages. The coupon on the pool of underlying mortgages
typically represents a cap or ceiling on the combined coupons of the
floating rate CMO and the IIO. Accordingly, when the value of one month
LIBOR increases, the coupon of the floating rate CMO will increase and the
coupon on the IIO will decrease. When the value of one month LIBOR falls,
the opposite is true. Accordingly, the value of IIO securities
are sensitive to the level of one month LIBOR and expectations by market
participants of future movements in the level of one month LIBOR. IIO
securities are also sensitive to changes in interest rates. An increase in
interest rates reduces the present value of future interest payments on a
pool of mortgages. On the other hand, an increase in interest rates has a
tendency to reduce prepayments, which increases the expected absolute
amount of future interest payments.
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·
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Principal Only Securities
(“PO”)
As of December 31, 2009, 0.0% of our
portfolio consisted of PO securities. PO securities represent the stream
of principal payments on a pool of mortgages; holders of PO securities
have no claim to any interest payments, although the ultimate amount of
principal to be received over time is known – it equals the principal
balance of the underlying pool of mortgages. What is not known
is the timing of the receipt of the principal payments. The value of POs
depends primarily on two factors; prepayments and interest rates.
Prepayments on the underlying pool of mortgages accelerate the stream of
principal repayments, hence POs are highly sensitive to the rate at which
the mortgages in the pool are prepaid. POs are also sensitive to changes
in interest rates. An increase in interest rates reduces the present value
of future principal payments on a pool of mortgages. Further, an increase
in interest rates also has a tendency to reduce prepayments, which
decelerates, or pushes further out in time, the ultimate receipt of the
principal payments. The opposite is true when interest rates
decline.
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December
31,
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||||||||||||||||
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2009
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2008
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|||||||||||||||
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Carrying
Value
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%
of Total
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Carrying
Value
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%
of Total
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|||||||||||||
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Pass-Through
Certificates:
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||||||||||||||||
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Hybrid
ARMs
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67,036 | 56.0 | 63,068 | 36.6 | ||||||||||||
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Adjustable-rate
Mortgages
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$ | 32,598 | 27.2 | $ | 70,632 | 41.0 | ||||||||||
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Fixed-rate
Mortgages
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5,242 | 4.4 | 24,884 | 14.5 | ||||||||||||
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Total
Pass-Through Certificates
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104,876 | 87.6 | 158,584 | 92.1 | ||||||||||||
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Mortgage
Derivative Certificates:
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||||||||||||||||
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Inverse
IO MBS
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14,793 | 12.4 | 13,524 | 7.9 | ||||||||||||
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Totals
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$ | 119,669 | 100.0 | $ | 172,108 | 100.0 | ||||||||||
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dealers
in securities or currencies;
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traders
in securities that elect to use a mark-to-market method of accounting for
their securities holdings;
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banks;
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tax-exempt
organizations (except to the extent described below in “—Taxation of
Holders of our Class A Common Stock—Taxation of Tax-Exempt
Stockholders”);
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certain
insurance companies;
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persons
liable for the alternative minimum
tax;
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persons
that hold common stock as a hedge against interest rate or currency risks
or as part of a straddle or conversion transaction;
and
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stockholders
whose functional currency is not the U.S.
dollar.
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We
will pay federal income tax on taxable income, including net capital gain,
that we do not distribute to stockholders during, or within a specified
time period after, the calendar year in which the income is
earned.
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We
may be subject to the “alternative minimum tax” on any items of tax
preference that we do not distribute or allocate to
stockholders.
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We
will pay income tax at the highest corporate rate
on:
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o
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net
income from the sale or other disposition of property acquired through
foreclosure, or foreclosure property, that we hold primarily for sale to
customers in the ordinary course of
business, and
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other
non-qualifying income from foreclosure
property.
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We
will pay a 100% tax on our net income from sales or other dispositions of
property, other than foreclosure property, that we hold primarily for sale
to customers in the ordinary course of
business.
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If
we fail to satisfy the 75% gross income test or the 95% gross income test,
as described below under “— Requirements for
Qualification — Gross Income Tests,” and nonetheless continue to
qualify as a REIT because we meet other requirements, we will pay a 100%
tax on:
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o
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the
greater of (i) the amount by which we fail the 75% gross income test
or (ii) the amount by which 95% of our gross income exceeds the
amount of our income qualifying under the 95% gross income test,
multiplied by
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o
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a
fraction intended to reflect our
profitability.
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In
the event of a more than de minimis failure of any of the asset tests, as
described below under “—Requirement for Qualification — Asset Tests,”
as long as the failure was due to reasonable cause and not to willful
neglect, we file a description of the assets that caused such failure with
the IRS, and we dispose of the assets or otherwise comply with the asset
tests within six months after the last day of the quarter in which we
identify such failure, we will pay a tax equal to the greater of $50,000
or 35% of the net income from the nonqualifying assets during the period
in which we failed to satisfy any of the asset
tests.
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In
the event of a failure to satisfy one or more requirements for REIT
qualification, other than the gross income tests or the asset tests, as
long as such failure was due to reasonable cause and not to willful
neglect, we will be required to pay a penalty of $50,000 for each such
failure.
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If
we fail to distribute during a calendar year at least the sum
of:
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We
may elect to retain and pay income tax on our net long-term capital gain.
In that case, a U.S. stockholder would be taxed on its proportionate
share of our undistributed long-term capital gain (to the extent that we
make a timely designation of such gain to the stockholder) and would
receive a credit or refund for its proportionate share of the tax we
paid.
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We
will be subject to a 100% excise tax on transactions between us and a TRS
that are not conducted on an arm’s-length
basis.
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If
we acquire any asset from a C corporation, or a corporation that generally
is subject to full corporate-level tax, in a merger or other transaction
in which we acquire a basis in the asset that is determined by reference
either to the C corporation’s basis in the asset or to another asset, we
will pay tax at the highest regular corporate rate applicable if we
recognize gain on the sale or disposition of the asset during the 10-year
period after we acquire the asset. The amount of gain on which we will pay
tax is the lesser of:
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the
amount of gain that we would have recognized if we had sold the asset at
the time we acquired it.
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If
we own a residual interest in a real estate mortgage investment conduit,
or (“REMIC”), we will be taxed at the highest corporate rate on the
portion of any excess inclusion income that we derive from the REMIC
residual interests equal to the percentage of our stock that is held by
“disqualified organizations.” Similar rules may apply if we own an equity
interest in a taxable mortgage pool. To the extent that we own a REMIC
residual interest or an equity interest in a taxable mortgage pool through
a TRS, as is the case with OITRS, we will not be subject to this tax. For
a discussion of “excess inclusion income,” see “—Requirements for
Qualification —Taxable Mortgage Pools.” A “disqualified organization”
includes:
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any
other tax-exempt organization, other than a farmer’s cooperative described
in section 521 of the Code, that is exempt both from income taxation
and from taxation under the unrelated business taxable income provisions
of the Code; and
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substantially
all of its assets consist of debt obligations or interests in debt
obligations;
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more
than 50% of those debt obligations are real estate mortgage loans or
interests in real estate mortgage loans as of specified testing
dates;
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the
entity has issued debt obligations that have two or more
maturities; and
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the
payments required to be made by the entity on its debt obligations “bear a
relationship” to the payments to be received by the entity on the debt
obligations that it holds as
assets.
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rents
from real property;
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interest
on debt secured by a mortgage on real property, or on interests in real
property;
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dividends
or other distributions on, and gain from the sale of, shares in other
REITs;
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gain
from the sale of real estate
assets;
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amounts,
such as commitment fees, received in consideration for entering into an
agreement to make a loan secured by real property, unless such amounts are
determined by income and profits;
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income
derived from a REMIC in proportion to the real estate assets held by the
REMIC, unless at least 95% of the REMIC’s assets are real estate assets,
in which case all of the income derived from the
REMIC; and
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income
derived from the temporary investment of new capital that is attributable
to the issuance of our stock or a public offering of our debt with a
maturity date of at least five years and that we receive during the
one-year period beginning on the date on which we received such new
capital.
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an
amount that is based on a fixed percentage or percentages of receipts or
sales; and
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an
amount that is based on the income or profits of a debtor, as long as the
debtor derives substantially all of its income from the real property
securing the debt from leasing substantially all of its interest in the
property, and only to the extent that the amounts received by the debtor
would be qualifying “rents from real property” if received directly by a
REIT.
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First,
the amount of rent must not be based in whole or in part on the income or
profits of any person. However, an amount received or accrued generally
will not be excluded from rents from real property solely by reason of
being based on fixed percentages of receipts or
sales.
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Second,
rents we receive from a “related party tenant” will not qualify as rents
from real property in satisfying the gross income tests unless the tenant
is a TRS, at least 90% of the property is leased to unrelated tenants and
the rent paid by the TRS is substantially comparable to the rent paid by
the unrelated tenants for comparable space and the rent is not
attributable to a modification of a lease with a controlled TRS (i.e., a
TRS in which we own directly or indirectly more than 50% of the voting
power or value of the stock). A tenant is a related party tenant if the
REIT, or an actual or constructive owner of 10% or more of the REIT,
actually or constructively owns 10% or more of the
tenant.
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Third,
if rent attributable to personal property, leased in connection with a
lease of real property, is greater than 15% of the total rent received
under the lease, then the portion of rent attributable to the personal
property will not qualify as rents from real
property.
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Fourth,
we generally must not operate or manage our real property or furnish or
render noncustomary services to our tenants, other than through an
“independent contractor” who is adequately compensated and from whom we do
not derive revenue. However, we may provide services directly to tenants
if the services are “usually or customarily rendered” in connection with
the rental of space for occupancy only and are not considered to be
provided for the tenants’ convenience. In addition, we may provide a
minimal amount of “noncustomary” services to the tenants of a property,
other than through an independent contractor, as long as our income from
the services does not exceed 1% of our income from the related property.
Furthermore, we may own up to 100% of the stock of a TRS, which may
provide customary and noncustomary services to tenants without tainting
its rental income from the related
properties.
|
|
·
|
that
is acquired by a REIT as the result of the REIT having bid on such
property at foreclosure, or having otherwise reduced such property to
ownership or possession by agreement or process of law, after there was a
default or default was imminent on a lease of such property or on
indebtedness that such property
secured;
|
|
·
|
for
which the related loan or lease was acquired by the REIT at a time when
the default was not imminent or
anticipated; and
|
|
·
|
for
which the REIT makes a proper election to treat the property as
foreclosure property.
|
|
·
|
on
which a lease is entered into for the property that, by its terms, will
give rise to income that does not qualify for purposes of the 75% gross
income test, or any amount is received or accrued, directly or indirectly,
pursuant to a lease entered into on or after such day that will give rise
to income that does not qualify for purposes of the 75% gross income
test;
|
|
·
|
on
which any construction takes place on the property, other than completion
of a building or any other improvement, where more than 10% of the
construction was completed before default became
imminent; or
|
|
·
|
which
is more than 90 days after the day on which the REIT acquired the
property and the property is used in a trade or business which is
conducted by the REIT, other than through an independent contractor from
whom the REIT itself does not derive or receive any
income.
|
|
·
|
our
failure to meet such tests was due to reasonable cause and not due to
willful neglect; and
|
|
·
|
following
such failure for any taxable year, a schedule of the sources of our income
is filed with the IRS.
|
|
·
|
cash
or cash items, including certain
receivables;
|
|
·
|
government
securities;
|
|
·
|
interests
in real property, including leaseholds and options to acquire real
property and leaseholds;
|
|
·
|
interests
in mortgage loans secured by real
property;
|
|
·
|
stock
in other REITs;
|
|
·
|
investments
in stock or debt instruments during the one-year period following our
receipt of new capital that we raise through equity offerings or public
offerings of debt with at least a five-year
term; and
|
|
·
|
regular
or residual interests in a REMIC. However, if less than 95% of the assets
of a REMIC consists of assets that are qualifying real estate-related
assets under the federal income tax laws, determined as if we held such
assets, we will be treated as holding directly our proportionate share of
the assets of such REMIC.
|
|
·
|
“Straight
debt” securities, which is defined as a written unconditional promise to
pay on demand or on a specified date a sum certain in money if
(i) the debt is not convertible, directly or indirectly, into stock,
and (ii) the interest rate and interest payment dates are not
contingent on profits, the borrower’s discretion, or similar factors.
“Straight debt” securities do not include any securities issued by a
partnership or a corporation in which we or any controlled TRS (i.e., a
TRS in which we own directly or indirectly more than 50% of the voting
power or value of the stock) hold non-“straight debt” securities that have
an aggregate value of more than 1% of the issuer’s outstanding securities.
However, “straight debt” securities include debt subject to the following
contingencies:
|
|
o
|
a
contingency relating to the time of payment of interest or principal, as
long as either (i) there is no change to the effective yield of the
debt obligation, other than a change to the annual yield that does not
exceed the greater of 0.25% or 5% of the annual yield, or
(ii) neither the aggregate issue price nor the aggregate face amount
of the issuer’s debt obligations held by us exceeds $1 million and no
more than 12 months of unaccrued interest on the debt obligations can
be required to be prepaid; and
|
|
o
|
a
contingency relating to the time or amount of payment upon a default or
prepayment of a debt obligation, as long as the contingency is consistent
with customary commercial practice.
|
|
·
|
Any
loan to an individual or an estate.
|
|
·
|
Any
“section 467 rental agreement,” other than an agreement with a
related party tenant.
|
|
·
|
Any
obligation to pay “rents from real
property.”
|
|
·
|
Certain
securities issued by governmental
entities.
|
|
·
|
Any
security issued by a REIT.
|
|
·
|
Any
debt instrument of an entity treated as a partnership for federal income
tax purposes to the extent of our interest as a partner in the
partnership.
|
|
·
|
Any
debt instrument of an entity treated as a partnership for federal income
tax purposes not described in the preceding bullet points if at least 75%
of the partnership’s gross income, excluding income from prohibited
transactions, is qualifying income for purposes of the 75% gross income
test described above in “—Requirements for Qualification — Gross
Income Tests.”
|
|
·
|
we
satisfied the asset tests at the end of the preceding calendar
quarter; and
|
|
·
|
the
discrepancy between the value of our assets and the asset test
requirements arose from changes in the market values of our assets and was
not wholly or partly caused by the acquisition of one or more
non-qualifying assets.
|
|
·
|
the
sum of
|
|
o
|
90%
of our “REIT taxable income,” computed without regard to the dividends
paid deduction and our net capital gain or loss,
and
|
|
o
|
90%
of our after-tax net income, if any, from foreclosure property,
minus
|
|
·
|
the
sum of certain items of non-cash
income.
|
|
·
|
85%
of our REIT ordinary income for such
year,
|
|
·
|
95%
of our REIT capital gain income for such
year, and
|
|
·
|
any
undistributed taxable income from prior
periods,
|
|
·
|
Because
we may deduct capital losses only to the extent of our capital gains, we
may have taxable income that exceeds our economic
income.
|
|
·
|
We
will recognize taxable income in advance of the related cash flow if any
of our RMBS are deemed to have original issue discount. We generally must
accrue original issue discount based on a constant yield method that takes
into account projected prepayments but that defers taking into account
credit losses until they are actually
incurred.
|
|
·
|
We
may recognize taxable market discount income when we receive the proceeds
from the disposition of, or principal payments on, loans that have a
stated redemption price at maturity that is greater than our tax basis in
those loans, although such proceeds often will be used to make
non-deductible principal payments on related
borrowings.
|
|
·
|
We
may recognize taxable income without receiving a corresponding cash
distribution if we foreclose on or make a significant modification to a
loan, to the extent that the fair market value of the underlying property
or the principal amount of the modified loan, as applicable, exceeds our
basis in the original loan.
|
|
·
|
We
may recognize taxable income from any residual interests in REMICs or
retained ownership interests in mortgage loans subject to collateralized
mortgage obligation debt.
|
|
·
|
a
citizen or resident of the United
States;
|
|
·
|
a
corporation or partnership (including an entity treated as a corporation
or partnership for U.S. federal income tax purposes) created or organized
under the laws of the United States, any of its states or the District of
Columbia;
|
|
·
|
an
estate whose income is subject to federal income taxation regardless of
its source; or
|
|
·
|
any
trust if (i) a U.S. court is able to exercise primary supervision over the
administration of such trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust or (ii) it has
a valid election in place to be treated as a U.S.
person.
|
|
·
|
the
percentage of our dividends that the tax-exempt trust would be required to
treat as unrelated business taxable income is at least
5%;
|
|
·
|
we
qualify as a REIT by reason of the modification of the rule requiring
that no more than 50% of our stock be owned by five or fewer individuals
that allows the beneficiaries of the pension trust to be treated as
holding our stock in proportion to their actuarial interests in the
pension trust; and
|
|
·
|
either:
(i) one pension trust owns more than 25% of the value of our stock or
(ii) a group of pension trusts individually holding more than 10% of
the value of our stock collectively owns more than 50% of the value of our
stock.
|
|
·
|
a
lower treaty rate applies and the non-U.S. stockholder files an IRS Form
W-8BEN evidencing eligibility for that reduced rate with us,
or
|
|
·
|
the
non-U.S. stockholder files an IRS Form W-8ECI with us claiming that the
distribution is effectively connected
income.
|
|
·
|
the
gain is effectively connected with the non-U.S. stockholder’s U.S. trade
or business, in which case the non-U.S. stockholder will be subject to the
same treatment as U.S. stockholders with respect to such gain,
or
|
|
·
|
the
non-U.S. stockholder is a nonresident alien individual who was present in
the U.S. for 183 days or more during the taxable year and has a “tax home”
in the United States, in which case the non-U.S. stockholder will incur a
tax of 30% on his or her capital
gains.
|
|
·
|
is
a corporation or comes within certain other exempt categories and, when
required, demonstrates this fact;
or
|
|
·
|
provides
a taxpayer identification number, certifies as to no loss of exemption
from backup withholding, and otherwise complies with the applicable
requirements of the backup withholding
rules.
|
|
·
|
allowing
certain homeowners whose homes are encumbered by Fannie Mae or Freddie Mac
conforming mortgages to refinance those mortgages into lower interest rate
mortgages with either Fannie Mae or Freddie
Mac;
|
|
·
|
creating
the Homeowner Stability Initiative, which is intended to utilize various
incentives for banks and mortgage servicers to modify residential mortgage
loans with the goal of reducing monthly mortgage principal and interest
payments for certain qualified homeowners;
and
|
|
·
|
allowing
judicial modifications of Fannie Mae and Freddie Mac conforming
residential mortgages loans during bankruptcy
proceedings.
|
|
·
|
the
movement of interest rates;
|
|
·
|
the
availability of financing in the market;
and
|
|
·
|
the
value and liquidity of our Agency
RMBS.
|
|
·
|
hedging
can be expensive, particularly during periods of rising and volatile
interest rates;
|
|
·
|
available
interest rate hedging may not correspond directly with the interest rate
risk for which protection is
sought;
|
|
·
|
the
duration of the hedge may not match the duration of the related
liability;
|
|
·
|
certain
types of hedges may expose us to risk of loss beyond the fee paid to
initiate the hedge;
|
|
·
|
the
amount of income that a REIT may earn from certain hedging transactions is
limited by federal income tax provisions governing
REITs;
|
|
·
|
the
credit quality of the counterparty on the hedge may be downgraded to such
an extent that it impairs our ability to sell or assign our side of the
hedging transaction; and
|
|
·
|
the
counterparty in the hedging transaction may default on its obligation to
pay.
|
|
|
•
|
we
would be taxed as a regular domestic corporation, which, among other
things, means that we would be unable to deduct distributions to
stockholders in computing taxable income and would be subject to federal
income tax on our taxable income at regular corporate
rates;
|
|
|
•
|
any
resulting tax liability could be substantial and would reduce the amount
of cash available for distribution to stockholders, and could force us to
liquidate assets at inopportune times, causing lower income or higher
losses than would result if these assets were not liquidated;
and
|
|
|
•
|
unless
we were entitled to relief under applicable statutory provisions, we would
be disqualified from treatment as a REIT for the subsequent four taxable
years following the year during which we lost our REIT qualification, and
our cash available for distribution to its stockholders therefore would be
reduced for each of the years in which we do not qualify as a
REIT.
|
|
|
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Full
Year
|
||||||||||||||||
|
2009
|
||||||||||||||||||||
|
High
|
$ | 0.80 | $ | 1.80 | $ | 3.50 | $ | 6.30 | $ | 6.30 | ||||||||||
|
Low
|
0.30 | 0.50 | 0.90 | 2.00 | 0.30 | |||||||||||||||
|
Close
|
0.50 | 1.00 | 2.80 | 2.40 | 2.40 | |||||||||||||||
|
Dividends
declared per share
|
- | - | - | 7.00 | 7.00 | |||||||||||||||
|
2008
|
||||||||||||||||||||
|
High
|
$ | 6.00 | $ | 4.30 | $ | 3.20 | $ | 2.40 | $ | 6.00 | ||||||||||
|
Low
|
1.80 | 2.40 | 1.50 | 0.30 | 0.30 | |||||||||||||||
|
Close
|
3.10 | 2.70 | 1.70 | 0.40 | 0.40 | |||||||||||||||
|
Dividends
declared per share
|
- | - | - | - | - | |||||||||||||||
|
|
•
|
90%
of our REIT taxable income (computed without regard to our deduction for
dividends paid and our net capital
gains);
|
|
|
•
|
plus
90% of the excess of net income from foreclosure property over the tax
imposed on such income by the Code;
|
|
|
•
|
minus
any excess non-cash income that exceeds a percentage of our
income.
|
|
Plan
Category
|
Total
number of securities to be issued upon exercise of outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|||||||||||||||||
|
Equity
compensation plans approved by security holders (1)
|
102,000 | (2 | ) | - | 214,861 | (3 | ) | |||||||||||||
|
Equity
compensation plans not approved by security holders (4)
|
- | - | - | |||||||||||||||||
|
Total
|
102,000 | - | 214,861 | |||||||||||||||||
|
|
|
Asset
Category
|
Fair
Value
|
Percentage
of
Entire
Portfolio
|
Weighted
Average
Coupon
|
Weighted
Average
Maturity
in
Months
|
Longest
Maturity
|
Weighted
Average
Coupon
Reset
in Months
|
Weighted
Average
Lifetime
Cap
|
Weighted
Average
Periodic
Cap
|
|
|
December
31, 2009
|
|||||||||
|
Adjustable-Rate
MBS
|
$
|
32,598
|
27.2%
|
3.75%
|
261
|
1-Oct-35
|
4.87
|
11.16%
|
10.34%
|
|
Fixed-Rate
MBS
|
5,242
|
4.4%
|
6.50%
|
333
|
1-Oct-37
|
n/a
|
n/a
|
n/a
|
|
|
Hybrid
Adjustable-Rate MBS
|
67,036
|
56.0%
|
4.45%
|
338
|
1-Dec-39
|
40.27
|
9.45%
|
2.00%
|
|
|
Total
Mortgage-backed Pass-through
|
104,876
|
87.6%
|
4.33%
|
305
|
1-Dec-39
|
28.69
|
10.01%
|
4.40%
|
|
|
Derivative
MBS
|
14,793
|
12.4%
|
5.59%
|
240
|
25-Jan-39
|
n/a
|
n/a
|
n/a
|
|
|
Total
Mortgage Assets
|
$
|
119,669
|
100.0%
|
4.49%
|
305
|
1-Dec-39
|
28.69
|
n/a
|
4.40%
|
|
December
31, 2008
|
|||||||||
|
Adjustable-Rate
MBS
|
$
|
70,632
|
41.0%
|
4.79%
|
276
|
1-Jan-36
|
7.76
|
10.37%
|
10.11%
|
|
Fixed-Rate
MBS
|
24,884
|
14.5%
|
6.50%
|
356
|
1-Sep-38
|
n/a
|
n/a
|
n/a
|
|
|
Hybrid
Adjustable-Rate MBS
|
63,068
|
36.6%
|
5.03%
|
335
|
1-Apr-38
|
49.65
|
10.03%
|
2.00%
|
|
|
Total
Mortgage-backed Pass-through
|
158,584
|
92.1%
|
5.15%
|
312
|
1-Sep-38
|
27.52
|
10.21%
|
5.13%
|
|
|
Derivative
MBS
|
13,524
|
7.9%
|
5.64%
|
348
|
25-Jan-38
|
0.34
|
n/a
|
n/a
|
|
|
Total
Mortgage Assets
|
$
|
172,108
|
100.0%
|
5.19%
|
315
|
1-Sep-38
|
25.02
|
n/a
|
5.13
|
|
December
31,
|
||||||||||||||||
|
2009
|
2008
|
|||||||||||||||
|
Agency
|
Fair
Value
|
Percentage
of
Entire
Portfolio
|
Carrying
Value
|
Percentage
of
Entire
Portfolio
|
||||||||||||
|
Fannie
Mae
|
$ | 108,775 | 90.9 | % | $ | 141,364 | 82.1 | % | ||||||||
|
Freddie
Mac
|
10,894 | 9.1 | % | 30,744 | 17.9 | % | ||||||||||
|
Total
Portfolio
|
$ | 119,669 | 100.0 | % | $ | 172,108 | 100.0 | % | ||||||||
|
December
31,
|
||||||||
|
Entire
Portfolio
|
2009
|
2008
|
||||||
|
Weighted
Average Pass-through Purchase Price
|
103.13 | 102.05 | ||||||
|
Weighted
Average Derivative Purchase Price
|
4.66 | 6.86 | ||||||
|
Weighted
Average Current Price
|
103.79 | 101.10 | ||||||
|
Weighted
Average Derivative Current Price
|
4.93 | 6.98 | ||||||
|
Effective
Duration (1)
|
1.593 | 1.279 | ||||||
|
Interest
Rates Fall 100 BPS
|
Interest
Rates Rise 100 BPS
|
Interest
Rates Rise 200 BPS
|
||||||||||||||
|
Adjustable-rate
MBS
|
||||||||||||||||
|
Fair
Value
|
$ | 32,598 | ||||||||||||||
|
Change
in fair Value
|
$ | 287 | $ | (287 | ) | $ | (574 | ) | ||||||||
|
Change
as a % of Fair Value
|
0.88 | % | (0.88 | )% | (1.76 | )% | ||||||||||
|
Fixed-rate
MBS
|
||||||||||||||||
|
Fair
Value
|
$ | 5,242 | ||||||||||||||
|
Change
in fair Value
|
$ | 146 | $ | (146 | ) | $ | (292 | ) | ||||||||
|
Change
as a % of Fair Value
|
2.79 | % | (2.79 | )% | (5.58 | )% | ||||||||||
|
Hybrid
Adjustable-rate MBS
|
||||||||||||||||
|
Fair
Value
|
$ | 67,036 | ||||||||||||||
|
Change
in fair Value
|
$ | 1,350 | $ | (1,350 | ) | $ | (2,700 | ) | ||||||||
|
Change
as a % of Fair Value
|
2.01 | % | (2.01 | )% | (4.03 | )% | ||||||||||
|
Derivatives
|
||||||||||||||||
|
Fair
Value
|
$ | 14,793 | ||||||||||||||
|
Change
in Fair Value
|
$ | 123 | $ | (123 | ) | $ | (246 | ) | ||||||||
|
Change
as a % of Fair Value
|
0.83 | % | (0.83 | )% | (1.66 | )% | ||||||||||
|
Portfolio
Total
|
||||||||||||||||
|
Fair
Value
|
$ | 119,669 | ||||||||||||||
|
Change
in fair Value
|
$ | 1,906 | $ | (1,906 | ) | $ | (3,812 | ) | ||||||||
|
Change
as a % of Fair Value
|
1.59 | % | (1.59 | )% | (3.19 | )% | ||||||||||
|
Cash
|
||||||||||||||||
|
Fair
Value
|
$ | 8,930 | ||||||||||||||
|
Interest
Rates Fall 100 BPS
|
Interest
Rates Rise 100 BPS
|
Interest
Rates Rise 200 BPS
|
||||||||||||||
|
Adjustable-rate
MBS
|
||||||||||||||||
|
Fair
Value
|
$ | 32,598 | ||||||||||||||
|
Change
in fair Value
|
$ | 105 | $ | (418 | ) | $ | (992 | ) | ||||||||
|
Change
as a % of Fair Value
|
0.32 | % | (1.28 | )% | (3.04 | )% | ||||||||||
|
Fixed-rate
MBS
|
||||||||||||||||
|
Fair
Value
|
$ | 5,242 | ||||||||||||||
|
Change
in fair Value
|
$ | 85 | $ | (181 | ) | $ | (392 | ) | ||||||||
|
Change
as a % of Fair Value
|
1.62 | % | (3.46 | )% | (7.47 | )% | ||||||||||
|
Hybrid
Adjustable-rate MBS
|
||||||||||||||||
|
Fair
Value
|
$ | 67,036 | ||||||||||||||
|
Change
in fair Value
|
$ | 609 | $ | (1,878 | ) | $ | (4,285 | ) | ||||||||
|
Change
as a % of Fair Value
|
0.91 | % | (2.80 | )% | (6.39 | )% | ||||||||||
|
Derivatives
|
||||||||||||||||
|
Fair
Value
|
$ | 14,793 | ||||||||||||||
|
Change
in Fair Value
|
$ | (1,023 | ) | $ | 560 | $ | 328 | |||||||||
|
Change
as a % of Fair Value
|
(6.92 | )% | 3.79 | % | (2.23 | )% | ||||||||||
|
Portfolio
Total
|
||||||||||||||||
|
Fair
Value
|
$ | 119,669 | ||||||||||||||
|
Change
in fair Value
|
$ | (223 | ) | $ | (1,917 | ) | $ | (5,341 | ) | |||||||
|
Change
as a % of Fair Value
|
(0.19 | )% | (1.60 | )% | (4.46 | )% | ||||||||||
|
Cash
|
||||||||||||||||
|
Fair
Value
|
$ | 8,930 | ||||||||||||||
|
Quarter
Ended
|
Average
Investment
Securities
Held
|
Total
Interest Income
|
Quarterly
Retrospective Adj.
|
Premium
Lost due to Paydowns
|
Yield
on Average Interest Earning Assets (1)
|
Average
Balance of Repurchase Agreements Outstanding
|
Interest
Expense (2)
|
Average
Cost of Funds (2)
|
Net
Interest Income
|
Net
Interest Spread
|
Trust
Preferred Interest Expense
|
|||||||||||||||||||||||||||||||||
|
December
31, 2009
|
$ | 112,973 | 1,784 | - | 1,554 | 0.82 | % | $ | 80,904 | 59 | 0.29 | % | $ | 1,725 | 0.52 | % | $ | 617 | ||||||||||||||||||||||||||
|
September
30, 2009
|
100,386 | 2,882 | - | 1,787 | 4.37 | % | 65,712 | 69 | 0.42 | % | 2,813 | 3.95 | % | 982 | ||||||||||||||||||||||||||||||
|
June
30, 2009
|
92,949 | 2,683 | - | 627 | 8.85 | % | 72,312 | 105 | 0.58 | % | 2,578 | 8.27 | % | 1,204 | ||||||||||||||||||||||||||||||
|
March
31, 2009
|
131,756 | 3,674 | - | 277 | 10.31 | % | 111,715 | 254 | 0.91 | % | 3,420 | 9.41 | % | 1,933 | ||||||||||||||||||||||||||||||
|
December
31, 2008
|
199,338 | 3,093 | - | 458 | 5.29 | % | 174,701 | 1,114 | 2.55 | % | 1,979 | 2,74 | % | 1,933 | ||||||||||||||||||||||||||||||
|
September
30, 2008
|
375,239 | 6,149 | - | 568 | 5.95 | % | 326,577 | 4,193 | 5.14 | % | 1,956 | 0.81 | % | 1,933 | ||||||||||||||||||||||||||||||
|
June
30, 2008
|
519,614 | 6,787 | - | 415 | 4.91 | % | 471,732 | 5,448 | 4.62 | % | 1,339 | 0.29 | % | 1,933 | ||||||||||||||||||||||||||||||
|
March
31, 2008
|
602,948 | 10,112 | - | 652 | 6.28 | % | 584,597 | 7,590 | 5.19 | % | 2,522 | 1.08 | % | 1,933 | ||||||||||||||||||||||||||||||
|
December
31, 2007
|
972,236 | 11,364 | (345 | ) | - | 4.68 | % | 944,832 | 10,531 | 4.46 | % | 833 | 0.22 | % | 1,933 | |||||||||||||||||||||||||||||
|
September
30, 2007
|
1,536,265 | 24,634 | (404 | ) | - | 6.41 | % | 1,497,409 | 20,998 | 5.61 | % | 3,636 | 0.81 | % | 1,933 | |||||||||||||||||||||||||||||
|
June
30, 2007
|
2,375,216 | 26,970 | (6,182 | ) | - | 4.54 | % | 2,322,727 | 33,444 | 5.76 | % | (6,475 | ) | (1.22 | %) | 1,933 | ||||||||||||||||||||||||||||
|
March
31, 2007
|
2,870,265 | 38,634 | 1,794 | - | 5.38 | % | 2,801,901 | 37,405 | 5.34 | % | 1,229 | 0.04 | % | 1,933 | ||||||||||||||||||||||||||||||
|
December
31, 2006
|
2,944,397 | 31,841 | (4,013 | ) | - | 4.33 | % | 2,869,210 | 39,448 | 5.50 | % | (7,607 | ) | (1.17 | %) | 1,933 | ||||||||||||||||||||||||||||
|
September
30, 2006
|
3,243,674 | 43,051 | 3,523 | - | 5.31 | % | 3,151,813 | 42,683 | 5.42 | % | 368 | (0.11 | %) | 1,933 | ||||||||||||||||||||||||||||||
|
June
30, 2006
|
3,472,921 | 54,811 | 13,395 | - | 6.31 | % | 3,360,421 | 41,674 | 4.96 | % | 13,137 | 1.35 | % | 1,933 | ||||||||||||||||||||||||||||||
|
March
31, 2006
|
3,516,292 | 40,512 | 1,917 | - | 4.61 | % | 3,375,777 | 36,566 | 4.33 | % | 3,946 | 0.28 | % | 1,933 | ||||||||||||||||||||||||||||||
|
December
31, 2005
|
3,676,175 | 43,140 | 3,249 | - | 4.69 | % | 3,533,486 | 35,337 | 4.00 | % | 7,803 | 0.69 | % | 1,858 | ||||||||||||||||||||||||||||||
|
September
30, 2005
|
3,867,263 | 43,574 | 4,348 | - | 4.51 | % | 3,723,603 | 32,345 | 3.48 | % | 11,230 | 1.03 | % | 973 | ||||||||||||||||||||||||||||||
|
June 30,
2005
|
3,587,629 | 36,749 | 2,413 | - | 4.10 | % | 3,449,744 | 26,080 | 3.02 | % | 10,668 | 1.07 | % | 454 | ||||||||||||||||||||||||||||||
|
March 31,
2005
|
3,136,142 | 31,070 | 1,013 | - | 3.96 | % | 2,976,409 | 19,731 | 2.65 | % | 11,339 | 1.31 | % | - | ||||||||||||||||||||||||||||||
|
December 31,
2004
|
2,305,748 | 20,463 | 1,250 | - | 3.55 | % | 2,159,891 | 10,796 | 2.00 | % | 9,667 | 1.55 | % | - | ||||||||||||||||||||||||||||||
|
September 30,
2004
|
1,573,343 | 11,017 | - | - | 2.80 | % | 1,504,919 | 4,253 | 1.13 | % | 6,764 | 1.67 | % | - | ||||||||||||||||||||||||||||||
|
June 30,
2004
|
1,512,481 | 10,959 | - | - | 2.90 | % | 1,452,004 | 4,344 | 1.20 | % | 6,615 | 1.70 | % | - | ||||||||||||||||||||||||||||||
|
March 31,
2004
|
871,140 | 7,194 | - | - | 3.30 | % | 815,815 | 2,736 | 1.34 | % | 4,458 | 1.96 | % | - | ||||||||||||||||||||||||||||||
|
(1)
|
Adjusted
for premium lost on paydowns
|
|
(2)
|
Excludes
Trust Preferred Interest
|
|
Years
Ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Fair
Value adjustment of retained interests, trading
|
$ | 167 | $ | (40,998 | ) | |||
|
Gain/(loss)
on sales of mortgage loans
|
244 | (557 | ) | |||||
|
Change
in market value of security held for sale
|
485 | (27 | ) | |||||
|
Change
in market value of mortgage loans held for sale
|
20 | (76 | ) | |||||
|
Gain/(loss)
on mortgage banking activities
|
$ | 916 | $ | (41,658 | ) | |||
|
Repurchase
Agreement Counterparties
|
Amount
at
Risk(1)
|
Weighted
Average
Maturity
of
Repurchase
Agreements
in
Days
|
||||||
|
December
31, 2009
|
||||||||
|
MF
Global, Inc.
|
$ | 4,929 | 38 | |||||
|
(1)
|
Equal
to the fair value of securities sold, plus accrued interest income, minus
the sum of repurchase agreement liabilities, plus accrued interest
expense.
|
|
Years
Ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Net
servicing fees received (paid)
|
$ | (25 | ) | $ | 1,082 | |||
|
Net
servicing repayments (advances)
|
14,254 | (6,579 | ) | |||||
|
Cash
flows received on retained interests
|
9,834 | 12,701 | ||||||
|
Page
|
|
|
Management’s
Report on Internal Control over Financial Reporting
|
60
|
|
Reports
of Independent Registered Public Accounting Firms
|
61
|
|
Consolidated
Balance Sheets at December 31, 2009 and 2008
|
63
|
|
Consolidated
Statements of Operations for the years ended December 31, 2009 and
2008
|
64
|
|
Consolidated
Statements of Stockholders' Equity (Deficit) for the years ended
December 31, 2009 and 2008
|
66
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2009 and
2008
|
67
|
|
Notes
to Consolidated Financial Statements
|
69
|
|
BIMINI
CAPITAL MANAGEMENT, INC.
|
||||||||
|
|
||||||||
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
Mortgage-backed
securities – held for trading
|
||||||||
|
Pledged
to counterparty, at fair value
|
$ | 104,875,798 | $ | 158,444,253 | ||||
|
Unpledged,
at fair value
|
14,792,697 | 13,664,242 | ||||||
|
Total
mortgage-backed securities
|
119,668,495 | 172,108,495 | ||||||
|
Cash
and cash equivalents
|
6,400,065 | 7,668,581 | ||||||
|
Restricted
cash
|
2,530,000 | - | ||||||
|
Principal
payments receivable
|
93,029 | 187,779 | ||||||
|
Accrued
interest receivable
|
1,075,052 | 887,536 | ||||||
|
Property
and equipment, net
|
3,976,546 | 4,062,116 | ||||||
|
Prepaids
and other assets
|
1,266,278 | 4,590,601 | ||||||
|
Assets
held for sale
|
14,331,850 | 43,287,020 | ||||||
|
Total
Assets
|
$ | 149,341,315 | $ | 232,792,128 | ||||
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
|
LIABILITIES
|
||||||||
|
Repurchase
agreements
|
$ | 100,271,206 | $ | 148,695,082 | ||||
|
Junior
subordinated notes due to Bimini Capital Trust I
|
- | 51,550,000 | ||||||
|
Junior
subordinated notes due to Bimini Capital Trust II
|
26,804,440 | 51,547,000 | ||||||
|
Accrued
interest payable
|
131,595 | 983,069 | ||||||
|
Dividends
payable in cash
|
1,877,944 | - | ||||||
|
Dividends
payable in Class A common stock
|
16,862,469 | - | ||||||
|
Accounts
payable, accrued expenses and other
|
926,678 | 480,655 | ||||||
|
Liabilities
related to assets held for sale
|
7,621,984 | 10,431,330 | ||||||
|
Total
Liabilities
|
154,496,316 | 263,687,136 | ||||||
|
COMMITMENTS
AND CONTINGENCIES
|
||||||||
|
STOCKHOLDERS' DEFICIT
(adjusted for reverse stock split. See Note
7.)
|
||||||||
|
Preferred
stock, $0.001 par value; 10,000,000 shares authorized; designated,
1,800,000 shares as Class A Redeemable and 2,000,000 shares as Class B
Redeemable; no shares issued and outstanding at December 31, 2009 and
2008
|
- | - | ||||||
|
Class
A common stock, $0.001 par value; 98,000,000 shares designated; 2,763,779
shares issued and outstanding at December 31, 2009 and 2,620,702 shares
issued and outstanding at December 31, 2008
|
2,764 | 2,621 | ||||||
|
Class
B common stock, $0.001 par value; 1,000,000 shares designated, 31,939
shares issued and outstanding at December 31, 2009 and
2008
|
32 | 32 | ||||||
|
Class
C common stock, $0.001 par value; 1,000,000 shares designated, 31,939
shares issued and outstanding at December 31, 2009 and
2008
|
32 | 32 | ||||||
|
Additional
paid-in capital
|
319,191,227 | 339,148,411 | ||||||
|
Accumulated
deficit
|
(324,349,056 | ) | (370,046,104 | ) | ||||
|
Stockholders’
Deficit
|
(5,155,001 | ) | (30,895,008 | ) | ||||
|
Total
Liabilities and Stockholders’ Deficit
|
$ | 149,341,315 | $ | 232,792,128 | ||||
|
See
Notes to Consolidated Financial Statements
|
||||||||
|
BIMINI
CAPITAL MANAGEMENT, INC.
|
||||||||
|
|
||||||||
|
Years
Ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Interest
income
|
$ | 11,024,210 | $ | 26,139,769 | ||||
|
Interest
expense
|
(487,770 | ) | (18,392,702 | ) | ||||
|
Net
interest income before interest on junior subordinated
notes
|
10,536,440 | 7,747,067 | ||||||
|
Interest
expense on junior subordinated notes
|
(5,110,729 | ) | (8,361,727 | ) | ||||
|
Net
interest income (expense)
|
5,425,711 | (614,660 | ) | |||||
|
Fair
value adjustment - held for trading securities
|
3,249,745 | 62,831 | ||||||
|
Gain
on sale of mortgage-backed securities, net
|
1,511,359 | 316,916 | ||||||
|
Net
interest and non-interest income (loss)
|
10,186,815 | (234,913 | ) | |||||
|
Direct
REIT operating expenses
|
595,574 | 700,119 | ||||||
|
General
and administrative expenses:
|
||||||||
|
Compensation
and related benefits
|
1,473,027 | 2,760,455 | ||||||
|
Directors'
fees and liability insurance
|
492,396 | 671,569 | ||||||
|
Audit,
legal and other professional fees
|
1,459,721 | 890,725 | ||||||
|
Other
administrative
|
474,780 | 1,235,214 | ||||||
|
Total
general and administrative expenses
|
3,899,924 | 5,557,963 | ||||||
|
Total
expenses
|
4,495,498 | 6,258,082 | ||||||
|
Gain
on debt extinguishments
|
42,026,708 | - | ||||||
|
Income
(loss) from continuing operations, before income taxes
|
47,718,025 | (6,492,995 | ) | |||||
|
Provision
for income taxes
|
145,000 | - | ||||||
|
Income
(loss) from continuing operations
|
47,573,025 | (6,492,995 | ) | |||||
|
Loss
from discontinued operations, net of tax
|
(1,875,977 | ) | (49,883,568 | ) | ||||
|
Net
income (loss)
|
$ | 45,697,048 | $ | (56,376,563 | ) | |||
|
BIMINI
CAPITAL MANAGEMENT, INC.
|
||||||||
|
CONSOLIDATED
STATEMENTS OF OPERATIONS (Continued)
|
||||||||
|
Years
Ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Basic
Net Income (Loss) Per Share of Class A Common Stock:
|
||||||||
|
Continuing
operations
|
$ | 17.04 | $ | (2.54 | ) | |||
|
Discontinued
operations
|
(0.67 | ) | (19.50 | ) | ||||
|
Total
basic net income (loss) per Class A share
|
$ | 16.37 | $ | (22.04 | ) | |||
|
Diluted
Net Income (Loss) Per Share of Class A Common Stock:
|
||||||||
|
Continuing
operations
|
$ | 12.35 | $ | (2.54 | ) | |||
|
Discontinued
operations
|
(0.49 | ) | (19.50 | ) | ||||
|
Total
diluted net income (loss) per Class A share
|
$ | 11.86 | $ | (22.04 | ) | |||
|
Basic
And Diluted Net Income (Loss) Per Share of Class B Common
Stock
|
||||||||
|
Continuing
operations
|
$ | 17.02 | $ | (2.45 | ) | |||
|
Discontinued
operations
|
(0.68 | ) | (18.80 | ) | ||||
|
Total
basic and diluted net loss per Class B share
|
$ | 16.34 | $ | (21.25 | ) | |||
|
Average
Shares Outstanding
|
||||||||
|
CLASS
A COMMON STOCK - Basic
|
2,759,821 | 2,527,355 | ||||||
|
CLASS
A COMMON STOCK - Diluted
|
3,807,623 | 2,527,355 | ||||||
|
CLASS
B COMMON STOCK – Basic and diluted
|
31,939 | 31,939 | ||||||
|
See
Notes to Consolidated Financial Statements
|
||||||||
|
BIMINI
CAPITAL MANAGEMENT, INC.
|
|
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
(DEFICIT)
|
|
Common
Stock
Amounts
at par value
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
|
|||||||||
|
Class
A
|
Class
B
|
Class
C
|
||||||||||
|
Balances,
January 1, 2008
|
$
|
2,486
|
$
|
32
|
$
|
32
|
$
|
338,264,531
|
$
|
(315,383,637)
|
$
|
22,883,444
|
|
Cumulative
effect adjustment upon adoption of FASB ASC No. 825
|
-
|
-
|
-
|
-
|
1,714,096
|
1,714,096
|
||||||
|
Net
loss
|
-
|
-
|
-
|
-
|
(56,376,563)
|
(56,376,563)
|
||||||
|
Issuance
of Class A common shares for board compensation and equity plan share
exercises
|
135
|
-
|
-
|
210,513
|
-
|
210,648
|
||||||
|
Amortization
of equity plan compensation
|
-
|
-
|
-
|
673,367
|
-
|
673,367
|
||||||
|
Balances,
December 31, 2008
|
$
|
2,621
|
$
|
32
|
$
|
32
|
$
|
339,148,411
|
$
|
(370,046,104)
|
$
|
(30,895,008)
|
|
Net
income
|
-
|
-
|
-
|
-
|
45,697,048
|
45,697,048
|
||||||
|
Issuance
of Class A common shares for board compensation and equity plan share
exercises
|
143
|
-
|
-
|
148,909
|
-
|
149,052
|
||||||
|
Amortization
of equity plan compensation
|
-
|
-
|
-
|
74,889
|
-
|
74,889
|
||||||
|
Dividends
declared
|
-
|
-
|
-
|
(20,180,982)
|
-
|
(20,180,982)
|
||||||
|
Balances,
December 31, 2009
|
$
|
2,764
|
$
|
32
|
$
|
32
|
$
|
319,191,227
|
$
|
(324,349,056)
|
$
|
(5,155,001)
|
|
BIMINI
CAPITAL MANAGEMENT, INC.
|
||||||||
|
|
||||||||
|
Years
Ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
income (loss)
|
$ | 45,697,048 | $ | (56,376,563 | ) | |||
|
Adjustments
to reconcile net income (loss) to net cash provided by (used in) operating
activities:
|
||||||||
|
Loss
from discontinued operations
|
1,875,977 | 49,883,568 | ||||||
|
Stock
compensation
|
223,941 | 884,814 | ||||||
|
Depreciation
and amortization
|
468,540 | 760,891 | ||||||
|
Gain
on sale of mortgage-backed securities, net
|
(1,511,359 | ) | (316,916 | ) | ||||
|
Fair
value adjustments, mortgage-backed securities
|
(3,249,745 | ) | (62,831 | ) | ||||
|
Gain
on debt extinguishments
|
(42,026,708 | ) | - | |||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Accrued
interest receivable
|
(187,516 | ) | 2,749,766 | |||||
|
Prepaids
and other assets
|
162,848 | 97,258 | ||||||
|
Accrued
interest payable
|
179,811 | (2,889,031 | ) | |||||
|
Accounts
payable, accrued expenses and other
|
446,024 | (165,001 | ) | |||||
|
NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
2,078,861 | (5,434,045 | ) | |||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
From
mortgage-backed securities investments:
|
||||||||
|
Purchases
|
(152,804,373 | ) | (189,780,332 | ) | ||||
|
Sales
|
184,173,880 | 617,526,604 | ||||||
|
Principal
repayments
|
25,926,346 | 92,729,319 | ||||||
|
(Increase)
decrease in restricted cash
|
(2,530,000 | ) | 8,800,000 | |||||
|
Purchases
of property and equipment
|
(9,205 | ) | (13,218 | ) | ||||
|
NET
CASH PROVIDED BY INVESTING ACTIVITIES
|
54,756,648 | 529,262,373 | ||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds
from repurchase agreements
|
1,644,414,837 | 4,026,420,312 | ||||||
|
Principal
payments on repurchase agreements
|
(1,692,838,713 | ) | (4,555,903,001 | ) | ||||
|
Cash
paid to extinguish long-term debt
|
(32,509,426 | ) | - | |||||
|
Cash
dividends paid
|
(1,440,570 | ) | - | |||||
|
NET
CASH USED IN FINANCING ACTIVITIES
|
(82,373,872 | ) | (529,482,689 | ) | ||||
|
CASH
FLOWS FROM DISCONTINUED OPERATIONS:
|
||||||||
|
Net
cash provided by operating activities
|
24,269,847 | 4,038,182 | ||||||
|
Net
cash used in financing activities
|
- | (18,000,000 | ) | |||||
|
NET
CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
|
24,269,847 | (13,961,818 | ) | |||||
|
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
(1,268,516 | ) | (19,616,179 | ) | ||||
|
CASH
AND CASH EQUIVALENTS, Beginning of the year
|
7,668,581 | 27,284,760 | ||||||
|
CASH
AND CASH EQUIVALENTS, End of the year
|
$ | 6,400,065 | $ | 7,668,581 | ||||
|
BIMINI
CAPITAL MANAGEMENT, INC.
|
||||
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)
|
||||
|
Years
Ended December 31,
|
||||
|
2009
|
2008
|
|||
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
||||
|
Cash
paid during the year for interest
|
$
|
5,044,964
|
$
|
30,914,333
|
|
Cash
paid during the year for income taxes
|
$
|
-
|
$
|
-
|
|
SUPPLEMENTAL
SCHEDULE OF NONCASH INVESTING ACTIVITIES:
|
||||
|
Securities
transferred from available-for-sale to trading (at fair
value)
|
$
|
-
|
$
|
1,714,096
|
|
Assets
and liabilities retired through debt extinguishment
transactions:
|
||||
|
Investment
in Bimini Capital Trust I
|
$
|
1,550,000
|
$
|
-
|
|
Investment
in Bimini Capital Trust II
|
742,560
|
|||
|
Unamortized
debt issuance costs
|
495,150
|
-
|
||
|
Junior
subordinated notes due to Bimini Capital Trust I
|
34,050,000
|
-
|
||
|
Junior
subordinated notes due to Bimini Capital Trust II
|
10,680,014
|
|||
|
Accrued
interest payable due to Bimini Capital Trust I and II
|
1,031,285
|
-
|
||
|
Cash
dividends declared and paid in future period
|
$
|
1,877,944
|
$
|
-
|
|
NOTE
1.
|
ORGANIZATION
AND SIGNIFICANT ACCOUNTING POLICIES
|
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Pass-Through
Certificates:
|
||||||||
|
Hybrid
Arms
|
$ | 67,036 | $ | 63,068 | ||||
|
Adjustable-rate
Mortgages
|
32,598 | 70,632 | ||||||
|
Fixed-rate
Mortgages
|
5,242 | 24,884 | ||||||
|
Total
Pass-Through Certificates
|
104,876 | 158,584 | ||||||
|
Mortgage
Derivative Certificates:
|
||||||||
|
MBS
Derivatives
|
14,793 | 13,524 | ||||||
|
Totals
|
$ | 119,669 | $ | 172,108 | ||||
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Land
|
$ | 2,247 | $ | 2,247 | ||||
|
Buildings
and improvements
|
1,825 | 1,816 | ||||||
|
Computer
equipment
|
261 | 261 | ||||||
|
Office
furniture and equipment
|
248 | 248 | ||||||
| 4,581 | 4,572 | |||||||
|
Less
accumulated depreciation and amortization
|
604 | 510 | ||||||
|
Property
and equipment, net
|
$ | 3,977 | $ | 4,062 | ||||
|
Years
Ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Basic
and diluted EPS per Class A common share:
|
||||||||
|
Income
(loss) available to Class A common shares:
|
||||||||
|
Continuing
operations
|
47,030 | (6,415 | ) | |||||
|
Discontinued
operations
|
(1,855 | ) | (49,283 | ) | ||||
| $ | 45,175 | $ | (55,698 | ) | ||||
|
Weighted
average common shares:
|
||||||||
|
Class
A common shares outstanding at the balance sheet date
|
2,764 | 2,621 | ||||||
|
Unvested
dividend-eligible stock incentive plan shares outstanding at the balance
sheet date
|
102 | - | ||||||
|
Effect
of weighting
|
(106 | ) | (94 | ) | ||||
|
Weighted
average shares-basic
|
2,760 | 2,527 | ||||||
|
Effect
of dilutive stock incentive plan shares
|
4 | - | ||||||
|
Effect
of shares to be issued in 2010 as part of dividend declared in
2009
|
1,044 | - | ||||||
|
Weighted
average shares-diluted
|
3,808 | 2,527 | ||||||
|
Earnings
(loss) per Class A common share:
|
||||||||
|
Basic:
|
||||||||
|
Continuing
operations
|
$ | 17.04 | $ | (2.54 | ) | |||
|
Discontinued
operations
|
(0.67 | ) | (19.50 | ) | ||||
| $ | 16.37 | $ | (22.04 | ) | ||||
|
Diluted:
|
||||||||
|
Continuing
operations
|
$ | 12.35 | (2.54 | ) | ||||
|
Discontinued
operations
|
(0.49 | ) | (19.50 | ) | ||||
| $ | 11.86 | (22.04 | ) | |||||
|
Basic
and diluted EPS per Class B common share:
|
||||||||
|
Income
(loss) available to Class B common shares:
|
||||||||
|
Continuing
operations
|
543 | (78 | ) | |||||
|
Discontinued
operations
|
(21 | ) | (601 | ) | ||||
| $ | 522 | $ | (679 | ) | ||||
|
Weighted
average common shares:
|
||||||||
|
Class
B common shares outstanding at the balance sheet date
|
32 | 32 | ||||||
|
Effect
of weighting
|
- | - | ||||||
|
Weighted
average shares- basic and diluted
|
32 | 32 | ||||||
|
Earnings
(loss) per Class B common share – basic and diluted:
|
||||||||
|
Continuing
operations
|
$ | 17.02 | $ | (2.45 | ) | |||
|
Discontinued
operations
|
(0.68 | ) | (18.80 | ) | ||||
| $ | 16.34 | $ | (21.25 | ) | ||||
|
OVERNIGHT
(1
DAY OR LESS)
|
BETWEEN
2 AND
30
DAYS
|
BETWEEN
31 AND
90
DAYS
|
GREATER
THAN
90
DAYS
|
TOTAL
|
||||||||||||||||
|
December
31, 2009
|
||||||||||||||||||||
|
Agency-Backed
Mortgage--Backed Securities:
|
||||||||||||||||||||
|
Fair
market value of securities sold, including accrued interest
receivable
|
$ | - | $ | 67,599 | $ | 37,644 | $ | - | $ | 105,243 | ||||||||||
|
Repurchase
agreement liabilities associated with these securities
|
$ | - | $ | 65,120 | $ | 35,151 | $ | - | $ | 100,271 | ||||||||||
|
Net
weighted average borrowing rate
|
- | 0.31 | % | 0.29 | % | - | 0.30 | % | ||||||||||||
|
December
31, 2008
|
||||||||||||||||||||
|
Agency-Backed
Mortgage--Backed Securities:
|
||||||||||||||||||||
|
Fair
market value of securities sold, including accrued interest
receivable
|
$ | - | $ | 159,130 | $ | - | $ | - | $ | 159,130 | ||||||||||
|
Repurchase
agreement liabilities associated with these securities
|
$ | - | $ | 148,695 | $ | - | $ | - | $ | 148,695 | ||||||||||
|
Net
weighted average borrowing rate
|
- | 1.89 | % | - | - | 1.89 | % | |||||||||||||
|
Repurchase
Agreement Counterparties
|
Amount
at
Risk(1)
|
Weighted
Average
Maturity
of
Repurchase
Agreements
in
Days
|
||||||
|
December
31, 2009
|
||||||||
|
MF
Global, Inc.
|
$ | 4,929 | 38 | |||||
|
December
31, 2008
|
||||||||
|
MF
Global, Inc.
|
$ | 10,270 | 11 | |||||
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Junior
subordinated notes owed to Bimini Capital Trust I (BCTI)
|
$ | - | $ | 51,550 | ||||
|
Junior
subordinated notes owed to Bimini Capital Trust II (BCTII)
|
$ | 26,804 | $ | 51,547 | ||||
|
|
Class B
Common Stock
|
|
Years
Ended December 31,
|
||||||||||||||||
|
2009
|
2008
|
|||||||||||||||
|
Shares
|
Weighted-Average
Grant-Date Fair Value
|
Shares
|
Weighted-Average
Grant-Date Fair Value
|
|||||||||||||
|
Nonvested
at January 1
|
13,237 | $ | 5.79 | 12,738 | $ | 113.62 | ||||||||||
|
Granted
|
102,000 | 1.58 | 25,000 | 2.60 | ||||||||||||
|
Vested
|
(8,197 | ) | 7.36 | (13,875 | ) | 58.93 | ||||||||||
|
Forfeited
|
(5,040 | ) | 3.24 | (10,626 | ) | 58.16 | ||||||||||
|
Nonvested
at December 31
|
102,000 | $ | 1.58 | 13,237 | $ | 5.79 | ||||||||||
|
NOTE
9.
|
SAVINGS
INCENTIVE PLAN
|
|
Balance
at January 1, 2008 (after adoption)
|
$ | 296,118 | ||
|
Balance
at December 31, 2007 (prior to adoption)
|
(294,404 | ) | ||
|
Cumulative
effect of adopting the fair value option
|
$ | 1,714 |
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
$ | - | $ | - | ||||
|
Significant
Other Observable Inputs (Level 2)
|
119,668 | 172,108 | ||||||
|
Significant
Unobservable Inputs (Level 3)
|
- | - | ||||||
|
Total
Fair Value Measurements
|
$ | 119,668 | $ | 172,108 | ||||
|
Years
ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Interest
income, net
|
$ | 254 | $ | 12 | ||||
|
Interest
expense
|
- | 20 | ||||||
|
Net
interest income(deficiency)
|
254 | (8 | ) | |||||
|
Gain
(loss) on discontinued mortgage banking activities:
|
||||||||
|
Fair
value adjustment on retained interests
|
167 | (40,998 | ) | |||||
|
Other
discontinued mortgage banking activities
|
749 | (660 | ) | |||||
|
Other
income and expenses, net of non-recurring items
|
57 | 1,954 | ||||||
|
Net
servicing loss
|
(289 | ) | (1,591 | ) | ||||
|
Other
interest expense and loss reserves
|
(468 | ) | (2,005 | ) | ||||
|
Revenues
(deficiency of revenues), net
|
470 | (43,308 | ) | |||||
|
General
and administrative expenses
|
(2,346 | ) | (5,031 | ) | ||||
|
Loss
before provision for income taxes
|
(1,876 | ) | (48,339 | ) | ||||
|
Provision
for income taxes
|
- | (1,545 | ) | |||||
|
Total
loss from discontinued operations, net of taxes
|
$ | (1,876 | ) | $ | (49,884 | ) | ||
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Assets
|
||||||||
|
Cash
and cash equivalents
|
$ | 70 | $ | 35 | ||||
|
Mortgage
loans held for sale (a)
|
207 | 464 | ||||||
|
Retained
interests(b)
|
5,934 | 15,601 | ||||||
|
Receivables,
net (c)
|
6,046 | 23,792 | ||||||
|
Prepaids
and other assets
|
2,075 | 3,395 | ||||||
|
Assets
held for sale
|
$ | 14,332 | $ | 43,287 | ||||
|
Liabilities
|
||||||||
|
Accounts
payable, accrued expenses and other (d),(e)
|
$ | 7,622 | $ | 10,431 | ||||
|
Liabilities
related to assets held for sale
|
$ | 7,622 | $ | 10,431 | ||||
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Mortgage
loans held for sale
|
$ | 2,149 | $ | 3,022 | ||||
|
Valuation
allowance
|
(1,942 | ) | (2,558 | ) | ||||
| $ | 207 | $ | 464 | |||||
|
December
31,
|
|||||||||
|
Series
|
Issue
Date
|
2009
|
2008
|
||||||
|
HMAC
2004-1
|
March
4, 2004
|
$ | 757 | $ | 2,441 | ||||
|
HMAC
2004-2
|
May
10, 2004
|
1,340 | 2,735 | ||||||
|
HMAC
2004-3
|
June
30, 2004
|
1,541 | 1,281 | ||||||
|
HMAC
2004-4
|
August
16, 2004
|
1,280 | 1,867 | ||||||
|
HMAC
2004-5
|
September
28, 2004
|
1,016 | 3,080 | ||||||
|
HMAC
2004-6
|
November
17, 2004
|
- | 1,846 | ||||||
|
OMAC
2005-1
|
January
31, 2005
|
- | 999 | ||||||
|
OMAC
2005-2
|
April
5, 2005
|
- | 169 | ||||||
|
OMAC
2005-3
|
June
17, 2005
|
- | 1,181 | ||||||
|
OMAC
2005-4
|
August
25, 2005
|
- | 2 | ||||||
|
OMAC
2005-5
|
November
23, 2005
|
- | - | ||||||
|
OMAC
2006-1
|
March
23, 2006
|
- | - | ||||||
|
OMAC
2006-2
|
June
26, 2006
|
- | - | ||||||
|
Total
|
$ | 5,934 | $ | 15,601 | |||||
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Balance
sheet carrying value of retained interests – fair value
|
$ | 5,934 | $ | 15,601 | ||||
|
Weighted
average life (in years)
|
0.22 | 14.76 | ||||||
|
Prepayment
assumption (annual rate)
|
12.65 | % | 19.36 | % | ||||
|
Impact
on fair value of 10% adverse change
|
$ | (37 | ) | $ | (1,838 | ) | ||
|
Impact
on fair value of 20% adverse change
|
$ | (51 | ) | $ | (3,086 | ) | ||
|
Expected
Credit losses (annual rate)
|
9.08 | % | 5.61 | % | ||||
|
Impact
on fair value of 10% adverse change
|
$ | (242 | ) | $ | (2,841 | ) | ||
|
Impact
on fair value of 20% adverse change
|
$ | (439 | ) | $ | (6,095 | ) | ||
|
Residual
Cash-Flow discount rate
|
27.50 | % | 27.50 | % | ||||
|
Impact
on fair value of 10% adverse change
|
$ | (42 | ) | $ | (1,540 | ) | ||
|
Impact
on fair value of 20% adverse change
|
$ | (83 | ) | $ | (2,838 | ) | ||
|
Interest
rates on variable and adjustable loans and bonds
|
Forward
LIBOR Yield Curve
|
Forward
LIBOR Yield Curve
|
||||||
|
Impact
on fair value of 10% adverse change
|
$ | (113 | ) | $ | (2,692 | ) | ||
|
Impact
on fair value of 20% adverse change
|
$ | (214 | ) | $ | (5,067 | ) | ||
|
Series
|
Issue
Date
|
Original
Unpaid Principal Balance
|
Actual
Losses Through December 31, 2009
|
Projected
Future
Credit
Losses as of December 31, 2009
|
Projected
Total Credit Losses as of December 31, 2009
|
||||||||||||
|
HMAC
2004-1
|
March
4, 2004
|
$ | 309,710 | 0.81 | % | 0.88 | % | 1.69 | % | ||||||||
|
HMAC
2004-2
|
May
10, 2004
|
388,737 | 1.27 | % | 1.63 | % | 2.90 | % | |||||||||
|
HMAC
2004-3
|
June
30, 2004
|
417,055 | 1.21 | % | 1.26 | % | 2.48 | % | |||||||||
|
HMAC
2004-4
|
August
16, 2004
|
410,123 | 1.06 | % | 1.09 | % | 2.15 | % | |||||||||
|
HMAC
2004-5
|
September
28, 2004
|
413,875 | 1.43 | % | 1.97 | % | 3.40 | % | |||||||||
|
HMAC
2004-6
|
November
17, 2004
|
761,027 | 2.14 | % | 1.98 | % | 4.12 | % | |||||||||
|
OMAC
2005-1
|
January
31, 2005
|
802,625 | 2.74 | % | 2.43 | % | 5.17 | % | |||||||||
|
OMAC
2005-2
|
April
5, 2005
|
883,987 | 2.93 | % | 2.86 | % | 5.79 | % | |||||||||
|
OMAC
2005-3
|
June
17, 2005
|
937,117 | 3.39 | % | 4.00 | % | 7.39 | % | |||||||||
|
OMAC
2005-4
|
August
25, 2005
|
1,321,739 | 5.08 | % | 5.50 | % | 10.58 | % | |||||||||
|
OMAC
2005-5
|
November
23, 2005
|
986,277 | 7.04 | % | 6.76 | % | 13.80 | % | |||||||||
|
OMAC
2006-1
|
March
23, 2006
|
934,441 | 8.02 | % | 8.91 | % | 16.93 | % | |||||||||
|
OMAC
2006-2
|
June
26, 2006
|
491,572 | 14.37 | % | 15.26 | % | 29.63 | % | |||||||||
|
Total
|
$ | 9,058,285 | 4.43 | % | 4.66 | % | 9.08 | % | |||||||||
|
Years
Ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Net
servicing fees received (paid)
|
$ | (25 | ) | $ | 1,082 | |||
|
Net
servicing repayments (advances)
|
14,254 | (6,579 | ) | |||||
|
Cash
flows received on retained interests
|
9,834 | 12,701 | ||||||
|
As
of Date
|
Total
Principal Amount of Loans
|
Principal
Amount of Loans 60 Days or more
|
Net
Credit Losses
|
|||||||||
|
December
31, 2009
|
$ | 3,250,632 | $ | 797,883 | $ | 400,920 | ||||||
|
December
31, 2008
|
$ | 3,920,433 | $ | 728,884 | $ | 129,715 | ||||||
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Servicing
advances, net of allowance for doubtful accounts of $256,000 at December
31, 2009 and $0 at December 31, 2008
|
$ | 4,957 | $ | 19,710 | ||||
|
Servicing
sales
|
936 | 3,802 | ||||||
|
Others
|
153 | 280 | ||||||
| $ | 6,046 | $ | 23,792 | |||||
|
|
(e)
- Commitments and Contingencies
|
|
Years
Ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Balance—Beginning
of year
|
$ | 7,303 | $ | 6,960 | ||||
|
Provision
|
468 | 1,759 | ||||||
|
Settlements
|
(2,622 | ) | (1,416 | ) | ||||
|
Balance—End
of year
|
$ | 5,149 | $ | 7,303 | ||||
|
Fair
Value Measurements at December 31, 2009 Using
|
||||||||||||||||
|
Fair
Value Measurements
December
31, 2009
|
Quoted
Prices in Active Markets for Identical Assets
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
|||||||||||||
|
Mortgage
loans held for sale
|
$ | 207 | $ | - | $ | - | $ | 207 | ||||||||
|
Retained
interests
|
5,934 | - | - | 5,934 | ||||||||||||
|
Mortgage
Loans Held for Sale
|
Retained
Interests
|
Securities
Held for Sale
|
||||||||||
|
Beginning
balance
|
$ | 464 | $ | 15,601 | $ | 15 | ||||||
|
Realized
and unrealized gains included in earnings
|
264 | 166 | 485 | |||||||||
|
Collections,
losses and settlements
|
(521 | ) | (9,833 | ) | (500 | ) | ||||||
|
Ending
Balance
|
$ | 207 | $ | 5,934 | $ | - | ||||||
|
2009
Quarters Ended,
|
||||||||||||||||
|
March
31
|
June
30
|
September
30
|
December
31
|
|||||||||||||
|
Interest
income
|
$ | 3,674 | $ | 2,683 | $ | 2,882 | $ | 1,785 | ||||||||
|
Interest
expense
|
(254 | ) | (105 | ) | (69 | ) | (60 | ) | ||||||||
|
Net
interest income, before junior subordinated debt interest
|
3,420 | 2,578 | 2,813 | 1,725 | ||||||||||||
|
Interest
on junior subordinated debt
|
(2,090 | ) | (1,298 | ) | (1,058 | ) | (665 | ) | ||||||||
|
Net
interest income
|
1,330 | 1,280 | 1,755 | 1,060 | ||||||||||||
|
Other
income
|
1,694 | 33,980 | 1,274 | 9,840 | ||||||||||||
|
Total
net revenues
|
3,024 | 35,260 | 3,029 | 10,900 | ||||||||||||
|
Direct
REIT operating expenses
|
153 | 149 | 146 | 148 | ||||||||||||
|
General
and administrative expenses
|
948 | 708 | 577 | 1,666 | ||||||||||||
|
Income
taxes
|
- | - | - | 145 | ||||||||||||
|
Total
expenses
|
1,101 | 857 | 723 | 1,959 | ||||||||||||
|
Income
from continuing operations
|
1,923 | 34,403 | 2,306 | 8,941 | ||||||||||||
|
Discontinued
operations (net of tax)
|
234 | (2,544 | ) | 200 | 234 | |||||||||||
|
Net
income
|
$ | 2,157 | $ | 31,859 | $ | 2,506 | $ | 9,175 | ||||||||
|
Basic
Net Income (Loss) Per Share:
|
||||||||||||||||
|
Class
A Common Stock
|
||||||||||||||||
|
Continuing
operations
|
$ | 0.72 | $ | 12.52 | $ | 0.80 | $ | 3.10 | ||||||||
|
Discontinued
operations (net of tax)
|
0.09 | (0.93 | ) | 0.07 | 0.08 | |||||||||||
|
Total
|
$ | 0.81 | $ | 11.59 | $ | 0.87 | $ | 3.18 | ||||||||
|
Class
B Common Stock
|
||||||||||||||||
|
Continuing
operations
|
$ | 0.71 | $ | 12.45 | $ | 0.83 | $ | 3.20 | ||||||||
|
Discontinued
operations (net of tax)
|
0.08 | (0.92 | ) | 0.07 | 0.08 | |||||||||||
|
Total
|
$ | 0.79 | $ | 11.53 | $ | 0.90 | $ | 3.28 | ||||||||
|
Diluted
Net Income (Loss) Per Share:
|
||||||||||||||||
|
Class
A Common Stock
|
||||||||||||||||
|
Continuing
operations
|
$ | 0.72 | $ | 12.50 | $ | 0.80 | $ | 1.26 | ||||||||
|
Discontinued
operations (net of tax)
|
0.09 | (0.93 | ) | 0.07 | 0.04 | |||||||||||
|
Total
|
$ | 0.81 | $ | 11.57 | $ | 0.87 | $ | 1.30 | ||||||||
|
Class
B Common Stock
|
||||||||||||||||
|
Continuing
operations
|
$ | 0.71 | $ | 12.45 | $ | 0.83 | $ | 3.20 | ||||||||
|
Discontinued
operations (net of tax)
|
0.08 | (0.92 | ) | 0.07 | 0.08 | |||||||||||
|
Total
|
$ | 0.79 | $ | 11.53 | $ | 0.90 | $ | 3.28 | ||||||||
|
2008
Quarters Ended,
|
||||||||||||||||
|
March
31
|
June
30
|
September
30
|
December
31
|
|||||||||||||
|
Interest
income
|
$ | 10,110 | $ | 6,787 | $ | 6,149 | $ | 3,094 | ||||||||
|
Interest
expense
|
(7,627 | ) | (5,459 | ) | (4,193 | ) | (1,114 | ) | ||||||||
|
Net
interest income, before junior subordinated debt
interest
|
2,483 | 1,328 | 1,956 | 1,980 | ||||||||||||
|
Interest
on junior subordinated debt
|
(2,090 | ) | (2,090 | ) | (2,091 | ) | (2,091 | ) | ||||||||
|
Net
interest income (expense)
|
393 | (762 | ) | (135 | ) | (111 | ) | |||||||||
|
Other
income (expense)
|
926 | (352 | ) | (984 | ) | 790 | ||||||||||
|
Total
net revenues (deficiency of revenues)
|
1,319 | (1,114 | ) | (1,119 | ) | 679 | ||||||||||
|
Direct
REIT operating expenses
|
185 | 188 | 165 | 162 | ||||||||||||
|
General
and administrative expenses
|
1,904 | 1,353 | 1,053 | 1,248 | ||||||||||||
|
Total
expenses
|
2,089 | 1,541 | 1,218 | 1,410 | ||||||||||||
|
Loss
from continuing operations
|
(770 | ) | (2,655 | ) | (2,337 | ) | (731 | ) | ||||||||
|
Discontinued
operations (net of tax)
|
(4,334 | ) | (31,905 | ) | (12,054 | ) | (1,591 | ) | ||||||||
|
Net
loss
|
$ | (5,104 | ) | $ | (34,560 | ) | $ | (14,391 | ) | $ | (2,322 | ) | ||||
|
Basic
and Diluted Net Loss Per Share:
|
||||||||||||||||
|
Class
A Common Stock
|
||||||||||||||||
|
Continuing
operations
|
$ | (0.31 | ) | $ | (1.04 | ) | $ | (0.91 | ) | $ | (0.29 | ) | ||||
|
Discontinued
operations (net of tax)
|
(1.71 | ) | (12.55 | ) | (4.69 | ) | (0.61 | ) | ||||||||
|
Total
|
$ | (2.02 | ) | $ | (13.59 | ) | $ | (5.60 | ) | $ | (0.90 | ) | ||||
|
Class
B Common Stock
|
||||||||||||||||
|
Continuing
operations
|
$ | (0.30 | ) | $ | (1.03 | ) | $ | (0.90 | ) | $ | (0.28 | ) | ||||
|
Discontinued
operations (net of tax)
|
(1.71 | ) | (12.43 | ) | (4.66 | ) | (0.60 | ) | ||||||||
|
Total
|
$ | (2.01 | ) | $ | (13.46 | ) | $ | (5.56 | ) | $ | (0.88 | ) | ||||
|
|
CONTROLS
AND PROCEDURES.
|
|
Page
|
|
|
Management’s
Report on Internal Control over Financial Reporting
|
60
|
|
Reports
of Independent Registered Public Accounting Firm
|
61
|
|
Consolidated
Balance Sheets at December 31, 2009 and 2008
|
63
|
|
Consolidated
Statements of Operations for the years ended December 31, 2009 and
2008
|
64
|
|
Consolidated
Statements of Stockholders' Equity (Deficit) for the years ended
December 31, 2009 and 2008
|
66
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2009 and
2008
|
67
|
|
Notes
to Consolidated Financial Statements
|
69
|
|
Exhibit
No.
|
|
2.1
|
Agreement
and Plan of Merger, incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K, dated September 29, 2005, filed with
the SEC on September 30, 2005
|
|
3.1
|
Articles
of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to
the Company’s Form S-11/A, filed with the SEC on April 29,
2004
|
|
3.2
|
Articles
Supplementary, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, dated November 3, 2005, filed with the SEC on
November 8, 2005
|
|
3.3
|
Articles
of Amendment, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, dated February 10, 2006, filed with the SEC on
February 15, 2006
|
|
3.4
|
Articles
of Amendment, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, dated September 24, 2007, filed with the SEC
on September 24, 2007
|
|
3.5
|
Certificate
of Notice, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, dated January 28, 2008, filed with the SEC on
February 1, 2008
|
|
3.6
|
Amended
and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the
Company’s Current Report on Form 8-K, dated September 24, 2007, filed with
the SEC on September 24, 2007
|
|
†
10.1
|
Employment
Agreement between Bimini Mortgage Management, Inc. and Jeffrey J.
Zimmer, incorporated by reference to Exhibit 10.3 to the Company’s Form
S-11/A, dated April 12, 2004, filed with the SEC on April 29,
2004
|
|
†
10.2
|
Employment
Agreement between Bimini Mortgage Management, Inc. and Robert E.
Cauley, incorporated by reference to Exhibit 10.4 to the Company’s Form
S-11/A, dated April 12, 2004, filed with the SEC on April 29,
2004
|
|
†
10.3
|
Bimini
Capital Management, Inc. 2003 Long Term Incentive Compensation Plan, as
amended September 28, 2007
|
|
†
10.4
|
Bimini
Capital Management, Inc. 2004 Performance Bonus Plan, as amended September
28, 2007
|
|
†
10.5
|
Form
of Phantom Share Award Agreement
|
|
†
10.6
|
Form
of Restricted Stock Award Agreement
|
|
†
10.7
|
Separation
Agreement and General Release, dated as of June 29, 2007, by and among
Opteum Inc., Opteum Financial Services, LLC and Peter R. Norden,
incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K, dated June 30, 2007, filed with the SEC on July 5,
2007
|
|
10.8
|
Voting
Agreement, among certain stockholders of Bimini Mortgage Management, Inc.,
Jeffrey J. Zimmer, Robert E. Cauley, Amber K. Luedke, George H. Haas, IV,
Kevin L. Bespolka, Maureen A. Hendricks, W. Christopher Mortenson, Buford
H. Ortale, Peter Norden, certain of Mr. Norden’s affiliates, Jason Kaplan,
certain of Mr. Kaplan’s affiliates and other former owners of Opteum
Financial Services, LLC, incorporated by reference to Exhibit 99(D) to the
Schedule 13D, dated November 3, 2005, filed with the SEC on November 14,
2005
|
|
10.9
|
Membership
Interest Purchase, Option and Investor Rights Agreement among Opteum Inc.,
Opteum Financial Services, LLC and Citigroup Global Markets Realty Corp.
dated as of December 21, 2006, incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K, dated December 21, 2006,
filed with the SEC on December 21, 2006
|
|
10.10
|
Seventh
Amended and Restated Limited Liability Company Agreement of Orchid Island
TRS, LLC, dated as of July 20, 2007, made and entered into by Opteum Inc.
and Citigroup Global Markets Realty Corp., incorporated by reference to
Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the
period ended June 30, 2007, filed with the SEC on August 14,
2007
|
|
10.11
|
Asset
Purchase Agreement, dated May 7, 2007, by and among Opteum Financial
Services, LLC, Opteum Inc. and Prospect Mortgage Company, LLC,
incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K, dated May 7, 2007, filed with the SEC on May 7,
2007
|
|
10.12
|
First
Amendment to Purchase Agreement, dated June 30, 2007, by and among
Metrocities Mortgage, LLC – Opteum Division, Opteum Financial Services,
LLC and Opteum Inc., incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, dated June 30, 2007, filed with the
SEC on July 5, 2007
|
|
*21.1
|
Subsidiaries
of the Registrant
|
|
*23.1
|
Consent
of BDO Seidman, LLP
|
|
*24.1
|
Powers
of Attorney
|
|
*31.1
|
Certification
of the Principal Executive Officer, pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
*31.2
|
Certification
of the Principal Financial Officer, pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
*32.1
|
Certification
of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
*32.2
|
Certification
of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
*
Filed herewith.
†
Management
compensatory plan or arrangement required to be filed by Item 601 of
Regulation S-K.
|
|
BIMINI
CAPITAL MANAGEMENT, INC.
|
||||
|
Date: March
15, 2010
|
By:
|
/s/
Robert E. Cauley
|
||
|
Robert
E. Cauley
|
||||
|
Chairman
and Chief Executive Officer
|
||||
|
Signature
|
Capacity
|
||
|
/s/
Robert E. Cauley
|
|||
|
Robert
E. Cauley
|
Director,
Chairman of the Board,
Chief
Executive Officer
|
||
|
/s/
G. Hunter Haas
|
|||
|
G.
Hunter Haas
|
President,
Chief Financial Officer, Chief Investment Officer
and
Treasurer
(Principal
Financial Officer and
Principal
Accounting Officer)
|
||
|
/s/
Robert J. Dwyer
|
|||
|
Robert
J. Dwyer
|
Director
|
||
|
/s/
Frank E. Jaumot
|
|||
|
Frank
E. Jaumot
|
Director
|
|
2.1
|
Agreement
and Plan of Merger, incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K, dated September 29, 2005, filed with
the SEC on September 30, 2005
|
|
3.1
|
Articles
of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to
the Company’s Form S-11/A, filed with the SEC on April 29,
2004
|
|
3.2
|
Articles
Supplementary, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, dated November 3, 2005, filed with the SEC on
November 8, 2005
|
|
3.3
|
Articles
of Amendment, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, dated February 10, 2006, filed with the SEC on
February 15, 2006
|
|
3.4
|
Articles
of Amendment, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, dated September 24, 2007, filed with the SEC
on September 24, 2007
|
|
3.5
|
Certificate
of Notice, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, dated January 28, 2008, filed with the SEC on
February 1, 2008
|
|
3.6
|
Amended
and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the
Company’s Current Report on Form 8-K, dated September 24, 2007, filed with
the SEC on September 24, 2007
|
|
†
10.1
|
Employment
Agreement between Bimini Mortgage Management, Inc. and Jeffrey J.
Zimmer, incorporated by reference to Exhibit 10.3 to the Company’s Form
S-11/A, dated April 12, 2004, filed with the SEC on April 29,
2004
|
|
†
10.2
|
Employment
Agreement between Bimini Mortgage Management, Inc. and Robert E.
Cauley, incorporated by reference to Exhibit 10.4 to the Company’s Form
S-11/A, dated April 12, 2004, filed with the SEC on April 29,
2004
|
|
†
10.3
|
Bimini
Capital Management, Inc. 2003 Long Term Incentive Compensation Plan, as
amended September 28, 2007
|
|
†
10.4
|
Bimini
Capital Management, Inc. 2004 Performance Bonus Plan, as amended September
28, 2007
|
|
†
10.5
|
Form
of Phantom Share Award Agreement
|
|
†
10.6
|
Form
of Restricted Stock Award Agreement
|
|
†
10.7
|
Separation
Agreement and General Release, dated as of June 29, 2007, by and among
Opteum Inc., Opteum Financial Services, LLC and Peter R. Norden,
incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K, dated June 30, 2007, filed with the SEC on July 5,
2007
|
|
10.8
|
Voting
Agreement, among certain stockholders of Bimini Mortgage Management, Inc.,
Jeffrey J. Zimmer, Robert E. Cauley, Amber K. Luedke, George H. Haas, IV,
Kevin L. Bespolka, Maureen A. Hendricks, W. Christopher Mortenson, Buford
H. Ortale, Peter Norden, certain of Mr. Norden’s affiliates, Jason Kaplan,
certain of Mr. Kaplan’s affiliates and other former owners of Opteum
Financial Services, LLC, incorporated by reference to Exhibit 99(D) to the
Schedule 13D, dated November 3, 2005, filed with the SEC on November 14,
2005
|
|
10.9
|
Membership
Interest Purchase, Option and Investor Rights Agreement among Opteum Inc.,
Opteum Financial Services, LLC and Citigroup Global Markets Realty Corp.
dated as of December 21, 2006, incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K, dated December 21, 2006,
filed with the SEC on December 21, 2006
|
|
10.10
|
Seventh
Amended and Restated Limited Liability Company Agreement of Orchid Island
TRS, LLC, dated as of July 20, 2007, made and entered into by Opteum Inc.
and Citigroup Global Markets Realty Corp., incorporated by reference to
Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the
period ended June 30, 2007, filed with the SEC on August 14,
2007
|
|
10.11
|
Asset
Purchase Agreement, dated May 7, 2007, by and among Opteum Financial
Services, LLC, Opteum Inc. and Prospect Mortgage Company, LLC,
incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K, dated May 7, 2007, filed with the SEC on May 7,
2007
|
|
10.12
|
First
Amendment to Purchase Agreement, dated June 30, 2007, by and among
Metrocities Mortgage, LLC – Opteum Division, Opteum Financial Services,
LLC and Opteum Inc., incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, dated June 30, 2007, filed with the
SEC on July 5, 2007
|
|
*21.1
|
Subsidiaries
of the Registrant
|
|
*23.1
|
Consent
of BDO Seidman, LLP
|
|
*31.1
|
Certification
of the Principal Executive Officer, pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
*31.2
|
Certification
of the Principal Financial Officer, pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
*32.1
|
Certification
of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
*32.2
|
Certification
of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
*
Filed herewith.
†
Management
compensatory plan or arrangement required to be filed by Item 601 of
Regulation S-K.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|