SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 11, 2008
Bimini
Capital Management, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Maryland
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001-32171
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72-1571637
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(State
or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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3305
Flamingo Drive, Vero Beach, Florida 32963
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (772) 231-1400
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On August
11, 2008, Bimini Capital Management, Inc. (the “Company”) issued the press
release attached hereto as Exhibit 99.1 announcing the Company’s
consolidated results of operations for the period ended June 30,
2008. The information furnished under this “Item 2.02 Results of
Operations and Financial Condition,” including the exhibit related hereto, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any disclosure
document of the Company, except as shall be expressly set forth by specific
reference in such document.
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ITEM
9.01.
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EXHIBITS.
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(d)
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Exhibits
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Exhibit
99.1 – Press Release of Bimini Capital Management, Inc. dated August 11,
2008
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
August 14, 2008
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BIMINI
CAPITAL MANAGEMENT, INC.
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By:
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/s/
Robert E. Cauley
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Robert
E. Cauley
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Vice
Chairman, President and Chief Executive
Officer
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Exhibit 99.1
[Bimini
Capital Management, Inc. Logo]
BIMINI
CAPITAL MANAGEMENT REPORTS
SECOND
QUARTER 2008 RESULTS
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MBS Portfolio Remains 100% Invested in Agency MBS
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Exit from Mortgage Origination Business in 2007 Continues to Drive Improvement Over Prior Year Quarterly Results
VERO BEACH, FL (August 11,
2008) — Bimini Capital Management, Inc. (BMNM.PK) (“Bimini Capital” or
the “Company”), a real estate investment trust (“REIT”), today announced a loss
from continuing operations of $2.7 million, or $(0.10) per Class A Common Share,
for the three month period ended June 30, 2008, compared with a loss from
continuing operations of $84.1 million, or $(3.38) per Class A Common Share, for
the corresponding prior year period. On a consolidated basis,
the Company today reported a net loss of $34.6 million, or $(1.36) per Class A
Common Share, for the three month period ended June 30, 2008, compared with a
net loss of $162.5 million, or $(6.53) per Class A Common Share, for the
corresponding prior year period. Included in the Company’s
consolidated results were losses from discontinued operations, net of tax, of
$31.9 million and $67.9 million, respectively, for the three month periods ended
June 30, 2008 and June 30, 2007.
Details
of Second Quarter 2008 Results of Operations
The
Company’s second quarter loss from continuing operations was composed of net
interest expense of $0.8 million, inclusive of interest expense associated with
the Company’s trust preferred debt, net realized gains on the sale of
mortgage-backed securities (“MBS”) of $0.4 million, a net decrease in the fair
value of MBS of $0.7 million, and $1.5 million in operating, general and
administrative expenses. The Company’s second quarter loss from
discontinued operations of $31.9 million included, among other items, a non-cash
$32.7 million negative fair value adjustment to retained interests,
trading.
REIT Taxable
Income
For the
six month period ended June 30, 2008, the Company estimates that it incurred a
loss for REIT tax purposes of $4.6 million. Taking into account the
Company’s REIT tax net operating loss carryforward of approximately $7 million
as of December 31, 2007, the Company estimates its REIT tax net operating loss
carryforward as of June 30, 2008, at $11.6 million. In addition, the
Company has approximately $68.7 million of REIT tax capital loss carryforwards
as of June 30, 2008; these tax capital loss carryforwards are only
available to offset future tax capital gains, and therefore they do not affect
REIT taxable operating income.
-MORE-
Bimini
Capital Reports Second Quarter Results
August
11, 2008
Page
2
REIT
taxable income is a term that describes the Company’s operating results
calculated in accordance with rules and regulations promulgated pursuant to the
Internal Revenue Code. The Company’s REIT taxable income is computed
differently from net income as computed in accordance with generally accepted
accounting principles ("GAAP net income"), as reported in the Company’s
consolidated financial statements. Depending on the number and size
of the various items or transactions being accounted for differently, the
differences between REIT taxable income and GAAP net income can be substantial
and each item can affect several reporting periods. Generally, these
items are timing or temporary differences between years; for example, an item
that may be a deduction for GAAP net income in the current year may not be a
deduction for REIT taxable income until a later year.
In order
to maintain its qualification as a REIT, the Company is required (among other
provisions) to annually distribute dividends to its stockholders in an amount at
least equal to, generally, 90% of the Company’s REIT taxable income, after
deducting for any net operating loss carryforwards that have been utilized, and
after offsetting any net realized capital gains with capital loss
carryforwards. Additionally, as a REIT, the Company may be subject to
a federal excise tax if it distributes less than 85% of its REIT taxable income,
after deducting for any net operating loss carryforwards that have been
utilized, by the end of the calendar year. Accordingly, the Company’s dividends
are largely based on REIT taxable income, as determined for federal income tax
purposes as opposed to its net income computed in accordance with GAAP (as
reported in the Company’s consolidated financial statements), and are paid if,
when and as declared by the Company’s Board of Directors.
Management
Commentary
Commenting
on the Company’s second quarter results, Robert E. Cauley, President and Chief
Executive Officer, said, “We continue to work to restore profitability to our
core REIT operations and put the considerable troubles caused by the mortgage
origination operations behind us. Although consolidated GAAP results
may continue to be affected by fair value adjustments on our assets, as they
were this quarter, we are cautiously optimistic that we have turned the corner
and the worst is behind us.”
The
Company has scheduled an online Web simulcast and conference call to discuss
these announcements that will begin at 8:30 a.m. E.T. tomorrow, Tuesday,
August 12, 2008. An online replay will be available approximately two
hours following the conclusion of the live broadcast and will continue for 48
hours. A link to these events will be available at the Company's
website www.biminicapital.com. Those
persons without Internet access may listen to the live call by dialing (800)
257-1836 or (303) 262-2191, confirmation code: 11118490.
-MORE-
Bimini
Capital Reports Second Quarter Results
August
11, 2008
Page
3
About
Bimini Capital Management
Bimini
Capital Management, Inc. is a REIT that invests primarily in, but is not limited
to, residential mortgage-related securities issued by the Federal National
Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation
(Freddie Mac) and the Government National Mortgage Association (Ginnie
Mae). Its objective is to earn returns on the spread between the
yield on its assets and its costs, including the interest expense on the funds
it borrows.
Statements
herein relating to matters that are not historical facts are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
The reader is cautioned that such forward-looking statements are based on
information available at the time and on management's good faith belief with
respect to future events, and are subject to risks and uncertainties that could
cause actual performance or results to differ materially from those expressed in
such forward-looking statements. Important factors that could cause such
differences are described in Bimini Capital Management, Inc.'s filings with the
Securities and Exchange Commission, including Bimini Capital Management, Inc.'s
most recent Annual Report on Form 10-K or Quarterly Report on Form
10-Q. Bimini Capital Management, Inc. assumes no obligation to update
forward-looking statements to reflect subsequent results, changes in assumptions
or changes in other factors affecting forward-looking statements.
Contact: Robert
E. Cauley
President & Chief Executive
Officer
(772) 231-1400
HUwww.biminicapital.comU
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