September 30, 2008				December 31, 2007
Assets
Cash and cash equivalents		$	73			$	705
Mortgage loans held for sale			456				983
Retained interests, trading			14,384				69,301
Securities held for sale			15				173
Originated mortgage servicing rights			-				3,073
Receivables			23,923				17,868
Property and equipment, net			-				285
Prepaids and other assets			3,733				4,232
Assets held for sale		$	42,584			$	96,620
Liabilities
Secured borrowings		$	-			$	18,000
Accounts payable, accrued expenses and other			14,353				9,842
Liabilities related to assets held for sale		$	14,353			$	27,842

(a) - - Mortgage Loans Held for Sale

Prior to ceasing operations, upon the closing of a residential mortgage loan or shortly thereafter, OITRS would sell or securitize the majority of its mortgage loan originations. OITRS also sold mortgage loans insured or guaranteed by various government-sponsored entities and private insurance agencies. The insurance or guaranty was provided primarily on a nonrecourse basis to OITRS, except where limited by the Federal Housing Administration and Veterans Administration and their respective loan programs.  Mortgage loans held for sale consist of the following as of September 30, 2008 and December 31, 2007:

(in thousands)

		September 30, 2008				December 31, 2007
Mortgage loans held for sale, and other, net		$	3,637			$	4,780
Valuation allowance			(3,181	)			(3,797	)
Total		$	456			$	983

(b) – Retained interest, trading

      Retained interest, trading is the subordinated interests retained by OITRS resulting from securitizations and includes the over-collateralization and residual net interest spread remaining after payments to the Public Certificates and NIM Notes. Retained interest, trading represents the present value of estimated cash flows to be received from these subordinated interests in the future. The subordinated interests retained are classified as “trading securities” and are reported at fair value with unrealized gains or losses reported in earnings.

The total fair value of these retained interests was approximately $14.4 million as of September 30, 2008. Fluctuations in value of retained interests are primarily driven by projections of future interest rates (the forward LIBOR curve), the discount rate used to determine the present value of the residual cash flows and prepayment and loss estimates on the underlying mortgage loans. Due to higher loss severity assumptions and discount rates, the fair value of the retained interests decreased by $43.1 million and $8.3 million for the nine and three months ended September 30, 2008, respectively. Due to higher forward LIBOR rates and increased loss assumptions on the underlying mortgage loans, the fair value of the retained interests decreased by $28.1 million and $0.6 million for the nine and three months ended September 30, 2007.

All of OITRS’s securitizations were structured and are accounted for as sales in accordance with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Generally, to meet the sale treatment requirements of SFAS No. 140, the REMIC trust is structured as a “qualifying special purpose entity” or QSPE, which specifically limits the REMIC trust's activities, and OITRS surrenders control over the mortgage loans upon their transfer to the REMIC trust.

Valuation of Investments. OITRS classifies its retained interests as trading securities and therefore records these securities at their estimated fair value. In order to value these unrated, unquoted securities, OITRS records these assets at their estimated fair value utilizing pricing information available directly from dealers, when available, and the present value calculated by projecting the future cash flows of a security on a publicly available analytical system. When a publicly available analytical system is utilized, OITRS will input the following variable factors which will have an impact on determining the fair value:

Interest Rate Forecast. LIBOR interest rate curve.

Discount Rate. The present value of all future cash flows utilizing a discount rate assumption established at the discretion of OITRS to represent market conditions and value of similar instruments with similar risks.  Discount rates used will vary over time.  Management observes discount rates used for assets with similar risk profiles.  In selecting which assets to monitor for variations in discount rates, management seeks to identify assets that share most, if not all of the risk attributes of the Company’s retained interests, trading.  Such assets are typically traded between market participants whereby the discount rate is the primary variable.

Prepayment Forecast. The prepayment forecast may be expressed by OITRS in accordance with one of the following standard market conventions: 1) Constant Prepayment Rate (CPR) or 2) Percentage of a Prepayment Vector (PPV). Prepayment forecasts may be changed as OITRS observes trends in the underlying collateral as delineated in the Statement to Certificate Holders generated by the REMIC trust’s Trustee for each underlying security.  Prepayment forecast will also vary over time as the level of interest rates change, the difference between rates available to borrowers on adjustable rate versus fixed rate mortgages change and non-interest rate related variables fluctuate such as home price appreciation, among others.

Credit Performance Forecast. A forecast of future credit performance of the underlying collateral pool will include an assumption of default frequency, loss severity, and a recovery lag. In general, OITRS will utilize the combination of default frequency and loss severity in conjunction with a collateral prepayment assumption to arrive at a target cumulative loss to the collateral pool over the life of the pool based on historical performance of similar collateral by the originator. The target cumulative loss forecast will be developed and noted at the pricing date of the individual security but may be updated by OITRS consistent with observations of the actual collateral pool performance.

Default Frequency may be expressed by OITRS in accordance with any of three standard market conventions: 1) Constant Default Rate (CDR) 2) Percentage of a Standard Default Assumption (SDA) curve, or 3) a vector or curve established to meet forecasted performance for specific collateral pools.

Loss Severity will be expressed by OITRS in accordance with historical performance of similar collateral and the standard market conventions of a percentage of the unpaid principal balance of the forecasted defaults lost during the foreclosure and liquidation process.

During the first year of a new issue OITRS may balance positive or adverse effects of the prepayment forecast and the credit performance forecast allowing for deviation between actual and forecasted performance of the collateral pool. After the first year, OITRS will generally adjust the Prepayment and Credit Performance Forecasts to replicate actual performance trends without balancing adverse and positive effects.

The following table summarizes OITRS’s residual interests in securitizations as of September 30, 2008 and December 31, 2007:

 (in thousands)

Series	Issue Date		September 30, 2008				December 31, 2007
HMAC 2004-1	March 4, 2004		$	1,744			$	2,460
HMAC 2004-2	May 10, 2004			1,424				1,408
HMAC 2004-3	June 30, 2004			386				880
HMAC 2004-4	August 16, 2004			1,023				1,506
HMAC 2004-5	September 28, 2004			1,874				3,043
HMAC 2004-6	November 17, 2004			1,534				5,181
OMAC 2005-1	January 31, 2005			2,182				6,948
OMAC 2005-2	April 5, 2005			631				7,046
OMAC 2005-3	June 17, 2005			2,428				10,736
OMAC 2005-4	August 25, 2005			470				9,752
OMAC 2005-5	November 23, 2005			180				7,717
OMAC 2006-1	March 23, 2006			508				10,835
OMAC 2006-2	June 26, 2006			-				1,789
Total			$	14,384			$	69,301

 

As of September 30, 2008 and December 31, 2007, key economic assumptions and the sensitivity of the current fair value of residual cash flows to the immediate 10% and 20% adverse change in those assumptions are as follows:

(in thousands)

		September 30, 2008				December 31, 2007
Balance sheet carrying value of retained interests – fair value		$	14,384			$	69,301
Weighted average life (in years)			3.99				4.09
Prepayment assumption (annual rate)			19.93	%			26.37	%
Impact on fair value of 10% adverse change		$	(1,388	)		$	(6,908	)
Impact on fair value of 20% adverse change		$	(2,042	)		$	(12,577	)
Expected credit losses (% of original unpaid principal balance)			3.40	%			1.22	%
Impact on fair value of 10% adverse change		$	(2,577	)		$	(6,409	)
Impact on fair value of 20% adverse change		$	(4,200	)		$	(13,633	)
Residual cash-flow discount rate			27.50	%			20.00	%
Impact on fair value of 10% adverse change		$	(1,396	)		$	(4,138	)
Impact on fair value of 20% adverse change		$	(2,600	)		$	(7,907	)
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		$	(4,876	)		$	(14,906	)
Impact on fair value of 20% adverse change		$	(7,294	)		$	(28,225	)

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based upon a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of the variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption; in reality, changes in one factor may result in changes in another which may magnify or counteract the sensitivities. To estimate the impact of a 10% and 20% adverse change of the Forward LIBOR curve, a parallel shift in the Forward LIBOR curve was assumed based on the Forward LIBOR curve as of September 30, 2008 and December 31, 2007.

Credit loss percentages are calculated by using the original unpaid principal balance of each pool of assets as the denominator. The following credit loss percentages are calculated based upon all OITRS securitizations that have been completed to date:

(in thousands)

Series	Issue Date		Original Unpaid Principal Balance				Actual Losses Through September 30, 2008				Projected Future Credit Losses as of September 30, 2008				Projected Total Credit Losses as of September 30, 2008
HMAC 2004-1	March 4, 2004		$	309,710				0.57	%			0.36	%			0.93	%
HMAC 2004-2	May 10, 2004			388,737				0.78	%			0.46	%			1.24	%
HMAC 2004-3	June 30, 2004			417,055				0.59	%			0.66	%			1.25	%
HMAC 2004-4	August 16, 2004			410,123				0.54	%			0.55	%			1.09	%
HMAC 2004-5	September 28, 2004			413,875				0.67	%			0.80	%			1.47	%
HMAC 2004-6	November 17, 2004			761,027				0.91	%			1.15	%			2.06	%
OMAC 2005-1	January 31, 2005			802,625				0.84	%			1.44	%			2.28	%
OMAC 2005-2	April 5, 2005			883,987				0.95	%			1.62	%			2.57	%
OMAC 2005-3	June 17, 2005			937,117				0.78	%			1.88	%			2.66	%
OMAC 2005-4	August 25, 2005			1,321,739				1.02	%			2.75	%			3.77	%
OMAC 2005-5	November 23, 2005			986,277				1.11	%			3.87	%			4.98	%
OMAC 2006-1	March 23, 2006			934,441				0.95	%			4.60	%			5.55	%
OMAC 2006-2	June 26, 2006			491,572				1.81	%			8.69	%			10.50	%
Total			$	9,058,285				0.93	%			2.47	%			3.40	%

 

The table below summarizes certain cash flows received from and paid to securitization trusts:

(in thousands)

		September 30, 2008				September 30, 2007
Servicing fees received		$	1,055			$	11,375
Servicing advances and repayments			92				5,110
Cash flows received on retained interests			11,831				4,479

The following information presents quantitative information about delinquencies and credit losses on securitized financial assets as of September 30, 2008 and December 31, 2007:

(in thousands)

As of Date		Total Principal Amount of Loans				Principal Amount of Loans 60 Days or more delinquent				Net Credit Losses
September 30, 2008		$	4,068,088			$	701,639			$	83,895
December 31, 2007			4,528,481				457,872				23,639

 (c) – Mortgage Servicing Rights, Net

Owing to the excessive and increasing burden of the monthly advancing requirement on delinquent loans serviced by OITRS, coupled with the Company’s reduced liquidity, OITRS was unable to meet such servicing advance requirements in September of 2008 and as a result committed a servicer event of default under the various pooling and servicing agreements under which OITRS serviced loans.  Accordingly, such servicing was surrendered to the master servicer and the carrying value of the related servicing right was written off.  Such charge was approximately $2.0 million.  All advances made on such loans prior to the event of default, net of any costs incurred by the master servicer related to the servicing transfer, will be returned to the Company as the delinquent loans are liquidated over time.  The balance of the receivable at September 30, 2008 was $19.6 million.  Thr Company believes that the balance is fully collectible; therefore, no valuation allowance has been provided.

For the nine and three months ended September 30, 2008, OITRS had net servicing loss of $1.4 million and $2.3 million.  The results were driven primarily by the surrender of the MSRs owing to the event of default resulting from the inability of OITRS to continue to meet servicing advance requirements.

The table below provides the elements of the change in carrying value of the MSRs for the nine month periods ended September 30, 2008 and 2007.

(in thousands)

		September 30, 2008				September 30, 2007
Balance at beginning of period		$	3,073			$	98,859
Additions			-				7,727
Sales, net of reserve for prepayment protection			(1,344	)			(87,603	)
Changes in fair value:
Due to changes in market conditions and run-off			614				(13,785	)
Due to change in valuation assumptions			-				(2,558	)
Mortgage servicing rights surrendered			(2,028	)			-
Valuation Allowance			(315	)			-
Balance at end of period		$	-			$	2,640

 

(d) – Receivables

A summary of receivables as of September 30, 2008 and December 31, 2007 is presented below:

(in thousands)

		September 30, 2008				December 31, 2007
Servicing advances (principal and interest)		$	11,385			$	5,636
Servicing advances (taxes and insurance)			8,185				7,495
Servicing sale receivable			3,899				4,681
Other receivables			454				56
Totals		$	23,923			$	17,868

 

(e) – Secured Borrowings

Secured borrowings consisted of a line of credit for $80.0 million that was secured by the retained interests in securitizations. The line was paid in full on May 26, 2008.  The agreement provided for interest rate based on LIBOR plus 3.00%.

 

         (f)  - Income taxes

 

OITRS is a taxpaying entity for income tax purposes and is taxed separately from Bimini Capital.  Therefore, OITRS separately reports an income tax provision or benefit based on its own taxable activities.  As of September 30, 2008, all deferred tax assets, net of deferred tax liabilities, are offset in their entirety by a deferred tax asset valuation allowance.  Substantially all of the net deferred tax assets are a result of net tax losses incurred. The amount of the gross tax benefit generated by these losses are reduced by an offsetting valuation allowance of the same amount.

For the period ended September 30, 2007, OITRS has recorded a provision of $7.2 million for the nine months then ended, and a benefit of $4.3 million for the three months then ended. At December 31, 2006, OITRS had recorded net deferred tax assets of approximately $7.1 million. During the three month ended March 31, 2007, OITRS recorded a valuation allowance (among other items) resulting in OITRS recording an income tax provision of $11.5 million, which reduced the December 31, 2006 net deferred tax asset to a net deferred tax liability at March 31, 2007 of approximately $4.3 million. As part of the recording of this allowance at March 31, 2007, State tax NOLs were fully allowanced, as their availability to fully offset recorded deferred tax liabilities was not assured. The losses incurred by OITRS from March 31, 2007 through September 30, 2007 were sufficient to ensure that the State NOLs will be available to offset recorded deferred tax liabilities and realized gains on sales of OITRS assets; therefore the net deferred tax liability of $4.3 million was offset by the deferred tax assets related to the State NOLs expected to be realized as of September 30, 2007.  Consequently, the benefit for income taxes for the three months ended September 30, 2007 is $4.3 million, and the provision for income taxes for the nine months ended September 30, 2007 is $7.2 million. 

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income within OITRS.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.  At this time, management believes it is more likely than not that the Company will not realize the full benefits of all of the federal and state tax loss carryforwards, and that the Company will not realize any benefit of the other deferred tax assets.  Therefore, the Company has recorded a valuation allowance against all the net deferred tax assets of OITRS.  

(g) – Commitments and Contingencies

Loans Sold to Investors. Generally, OITRS was not exposed to significant credit risk on the loans it sold to investors. In the normal course of business, OITRS provided certain representations and warranties during the sale of mortgage loans which obligated it to repurchase loans which were subsequently unable to be sold through the normal investor channels. The repurchased loans were secured by the related real estate properties, and could usually be sold directly to other permanent investors.

OITRS recognized a liability for the estimated fair value of this obligation at the inception of each mortgage loan sale based on the anticipated repurchase levels and historical experience. The liability was recorded as a reduction of the gain on sale of mortgage loans and included as part of liabilities related to assets held for sale in the accompanying financial statements.

Changes in this liability during the nine months ended September 30, 2008 and 2007 are as follows:

(in thousands)

 

		For the Nine Months Ended
		September 30, 2008				September 30, 2007
Balance—Beginning of period		$	5,260			$	7,136
Reclassification from other liabilities			1,700				-
Provision			1,759				16,159
Charge-Offs			(1,416	)			(14,013	)
Balance—End of period		$	7,303			$	9,282

 

    Litigation Contingencies. OITRS is involved in various lawsuits and claims, both actual and potential, including some that it has asserted against others, in which monetary damages and other relief is sought.  The resolution of such lawsuits and claims is inherently unpredictable.  In accordance with GAAP, it is the policy of OITRS to accrue for loss contingencies only when it is both probable that a loss has actually been incurred and an amount of such loss is reasonably estimable.  The lawsuits and claims involving OITRS, the most significant of which are described below, relate primarily to contractual disputes arising out of the ordinary course of OITRS's business as previously conducted. 

On June 14, 2007, a complaint was filed in the Circuit Court of the Twelfth Judicial District in and for Manatee County, Florida by Coast Bank of Florida against OITRS seeking monetary damages and specific performance and alleging breach of contract for allegedly failing to repurchase approximately fifty loans.  On September 5, 2007, OITRS filed a motion to dismiss Coast’s complaint.  On February 25, 2008, the Court denied OITRS’s motion to dismiss.  On March 14, 2008, the Court entered an order clarifying its order entered on February 25, 2008 and stating that it was unable to determine whether Coast’s claims are barred under Florida law without hearing additional facts.  As a result of the Court’s orders, discovery has now commenced.  OITRS believes it has meritorious defenses in this action.

On July 2, 2008, an amended complaint was filed in the Superior Court of the State of California for the County of Los Angeles, Central District by IndyMac Bank, F.S.B. against OITRS and others seeking monetary damages and specific performance and alleging, among other allegations, breach of contract for allegedly failing to repurchase thirty-six loans.  On August 11, 2008, OITRS filed a special demurrer to various causes of action set forth in the amended complaint.  On August 18, 2008, the Court entered an order substituting the Federal Deposit Insurance Corporation (the “FDIC”), as conservator for IndyMac Federal Bank, F.S.B., in the place of IndyMac Bank, F.S.B.  On September 29, 2008, the Court denied OITRS’s special demurrer.  OITRS believes it has meritorious defenses in this action.

(h) – Fair Value

OITRS measures or monitors many of its assets on a fair value basis. Fair value is used on a recurring basis for certain assets in which fair value is the primary basis of accounting. Examples of these include, loans held for sale, retained interests, trading, securities held for sale and mortgage servicing rights. Additionally, fair value is used on a non-recurring basis to evaluate assets for impairment.  Examples of these non-recurring uses of fair value include goodwill, and long-lived assets. Depending on the nature of the asset or liability, OITRS uses various valuation techniques and assumptions when estimating the instrument’s fair value. These valuation techniques and assumptions are in accordance with SFAS No. 157.

Fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at and/or marked to fair value, OITRS considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, OITRS looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, OITRS looks to market observable data for similar assets and liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets and OITRS must use alternative valuation techniques to derive a fair value measurement.

 

The following table presents financial assets measured at fair value on a recurring basis:

(in thousands)

						Fair Value Measurements at September 30, 2008, Using
		Fair Value Measurements September 30, 2008				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		$	456			$	-			$	-			$	456
Retained interests, trading			14,384				-				-				14,384
Securities held for sale			15				-				-				15
Originated mortgage servicing rights			-				-				-				-

A reconciliation of activity for the nine months ended September 30, 2008 for assets measured at fair value based on significant unobservable (non-market) information (Level 3) is presented in the following table:

(in thousands)

		Mortgage Loans Held for Sale				Retained Interests, Trading				Securities Held for Sale				Originated Mortgage Servicing Rights
Beginning balance		$	983			$	69,301			$	173			$	3,073
Gains (losses) included in earnings			(19	)			(43,085	)			(27	)			(1,729	)
Purchases, issuances and settlements			(508	)			(11,832	)			(131	)			(1,344	)
Ending Balance		$	456			$	14,384			$	15			$	-

Gains and losses included in earnings for the nine months ended September 30, 2008 are reported in loss on discontinued mortgage banking activities.

---

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

 

When used in this Quarterly Report on Form 10-Q, in future filings with the Securities and Exchange Commission (the “Commission”) or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend” and similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

These forward-looking statements are subject to various risks and uncertainties, including, but not limited to, those described or incorporated by reference in Part II - Item 1A - Risk Factors of this Form 10-Q. These and other risks, uncertainties and factors, including those described in reports that the Company files from time to time with the Commission, could cause the Company’s actual results to differ materially from those reflected in such forward-looking statements. All forward-looking statements speak only as of the date they are made and the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

The following discussion of the financial condition and results of operations should be read in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this report.

Introduction

As used in this document, discussions related to “Bimini Capital,” the parent company, the registrant, and to real estate investment trust (“REIT”) qualifying activities or the general management of Bimini Capital’s portfolio of mortgage-backed securities (“MBS”) refer to “Bimini Capital Management, Inc.”  Further, discussions related to Bimini Capital’s taxable REIT subsidiary or non-REIT eligible assets refer to Orchid Island TRS, LLC and its consolidated subsidiaries. This entity, which was previously named Opteum Financial Services, LLC, and referred to as “OFS,” was renamed Orchid Island TRS, LLC 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.”  Discussions relating to the “Company” refer to the consolidated entity (the combination of Bimini Capital and OITRS).

Bimini Capital Management, Inc., formerly Opteum Inc. and Bimini Mortgage Management, Inc., was formed in September 2003 to invest primarily in but not limited to, residential mortgage related securities issued by the Federal National Mortgage Association (more commonly known as Fannie Mae), the Federal Home Loan Mortgage Corporation (more commonly known as Freddie Mac) and the Government National Mortgage Association (more commonly known as Ginnie Mae). Bimini Capital attempts to earn a return on the spread between the yield on its assets and its costs, including the interest expense on the funds it borrows. It generally intends to borrow between eight and twelve times the amount of its equity capital in an attempt to enhance its returns to stockholders. For purposes of this calculation, Bimini Capital treats its junior subordinated notes as an equity capital equivalent. This leverage may be adjusted above or below this range to the extent management or the Company’s Board of Directors deems necessary or appropriate.  During the third quarter of 2008 Bimini Capital expanded its investment strategy to include the use of inverse interest only and interest only securities due to disruption in the repurchase agreement funding market.  Such securities are collateralized by mortgages with similar characteristics as those collateralizing the residential mortgage related securities that the Company invests in otherwise. Bimini Capital is self-managed and self-advised and has elected to be taxed as a REIT for U.S. federal income tax purposes.

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 the wholesale and conduit mortgage loan origination channels.  Both channels ceased accepting new applications for mortgage loans on April 20, 2007.  On May 7, 2007, OITRS signed a binding agreement to sell its retail mortgage loan origination channel to a third party as well.  On June 30, 2007, OITRS completed such sale and ceased its mortgage loan origination business and therefore the results of the mortgage origination business are reported as discontinued operations for the nine months ended September 30, 2007. The results of the ongoing activities associated with the wind-down of the mortgage loan origination business for the nine months ended September 30, 2008 are likewise reported as discontinued operations.

DIVIDENDS TO STOCKHOLDERS

In order to maintain its qualification as a REIT, Bimini Capital is required (among other provisions) to annually distribute dividends to its stockholders in an amount at least equal to, generally, 90% of Bimini Capital’s REIT taxable income. REIT taxable income is a term that describes Bimini Capital’s operating results calculated in accordance with rules and regulations promulgated pursuant to the Internal Revenue Code.  As a REIT, Bimini Capital may be subject to a federal excise tax if Bimini Capital distributes less than 85% of its taxable income by the end of the calendar year.

Bimini Capital’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 accompanying 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.

The Company has negative retained earnings (titled “Accumulated deficit” in the stockholders’ equity (deficit) section of the financial statements) as of September 30, 2008.  This deficit is computed on a GAAP basis, and does not directly affect the REIT’s ability to pay dividends except as otherwise limited by Maryland law.  As described in Note 9 to the accompanying consolidated financial statements, the differences between GAAP results and REIT taxable income is substantial;  from inception to September 30, 2008, Bimini Capital’s REIT taxable income is approximately $77.9 million greater than Bimini Capital’s results as reported in its GAAP financial statements. 

Results of Operations

PERFORMANCE OVERVIEW

Described below are the Company’s results of operations for the nine and three months ended September 30, 2008, as compared to the Company’s results of operations for the nine and three months ended September 30, 2007. During the year ended December 31, 2007, the Company ceased all mortgage origination business at OITRS. As stated above, results of those operations are reported in the financial statements as discontinued operations.

Consolidated net loss for the nine and three months ended September 30, 2008, was $54.1 million and $14.4 million, compared to a consolidated net loss of $245.3 million and $4.7 million, respectively, for the nine and three months ended September 30, 2007. The consolidated net loss for the nine and three months ended September 30, 2008 was primarily the result of negative mark to market adjustments to the retained interests, trading of OITRS of $43.1 million and $8.3 million, respectively. For the nine and three months ended September 30, 2008, Bimini Capital had a loss from continuing operations of $5.8 million and $2.3 million, respectively.  The consolidated net loss for the nine and three months ended September 30, 2007 was primarily the result of an other-than-temporary impairment of $55.3 million taken on the Company’s MBS portfolio during the nine months ended September 30, 2007 and a loss from discontinued operations at OITRS of $154.8 million and $1.5 million, respectively, for the nine and three month periods ended September 30, 2007. Consolidated net loss per basic and diluted share of Class A Common Stock was $2.12 and $0.56, respectively, for the nine and three months ended September 30, 2008, compared to a consolidated net loss per basic and diluted share of Class A Common Stock of $9.84 and $0.19, respectively, for the comparable prior period.

For the nine and three months ended September 30, 2008, comprehensive loss was $54.1 million and $14.4 million, respectively.  For the nine and three months ended September 30, 2007, comprehensive loss was $168.5 million and $4.7 million, including the net unrealized gain on available-for-sale securities of $2.1 million and $0.0 million and the reclassification of other-than-temporary loss on MBS of $55.3 million.

Unrealized gains/(losses) on available-for-sale securities is a component of accumulated other comprehensive loss, which is included in stockholders’ equity on the consolidated balance sheet.  The unrealized gains/(losses) on available-for-sale securities is the difference between the fair market value of the portfolio of MBS securities and their cost basis.  The unrealized gain on available-for-sale securities for the nine months ended September 30, 2007, was driven by a combination of a decrease in short term rates for the period, which tends to increase the fair market value of the Company’s portfolio of MBS securities, and increased amortization of net premium for the period, which lowers the cost basis in the portfolio of MBS securities.  The increased amortization for the period was the result of the continued upward resetting of adjustable-rate mortgage (“ARM”) securities in the portfolio, which results in higher coupons on the securities relative to their booked yields, and therefore greater amortization.

On February 15, 2007, the FASB issued statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115 (“SFAS 159”).  This standard permits an entity to measure financial instruments and certain other items at estimated fair value. The fair value option created by SFAS 159 permits an entity to measure eligible items at fair value as of specified election dates. The Company adopted SFAS 159 on January 1, 2008, and in connection with the adoption of SFAS No. 159, the Company elected to record available-for-sale mortgage-backed securities at fair value and to transfer these securities to its trading portfolio.  As a result, fluctuations in value of the entire MBS portfolio are recorded in earnings effective January 1, 2008.

PERFORMANCE OF BIMINI CAPITAL’S MBS PORTFOLIO

For the nine and three months ended September 30, 2008, Bimini Capital generated $23.0 million and $6.1 million, respectively, of interest income from MBS assets and $17.3 million and $4.2 million, respectively, of interest expense on repo liabilities, resulting in gross portfolio interest income of $5.8 million and $2.0 million, respectively.  In addition, for the nine and three months ended September 30, 2008, Bimini Capital incurred $6.3 million and $2.1 million, respectively, of interest expense on the junior subordinated notes resulting in net interest expense of $0.5 million and $0.1 million, respectively.  Gross portfolio interest income for the nine months ended September 30, 2008 increased by approximately $7.3 million and for the three months ended September 30, 2008 decreased by $1.5 million, from the same respective periods of 2007.  The $7.3 million increase is due to higher net interest margin available in the market in 2008, offset to some extent by a substantially reduced portfolio. The results for the nine and three months ended September 30, 2008, were also positively impacted by the Company’s implementation of its alternative investment strategy which employed inverse interest only (IIO) securities.  Such securities benefited from lower levels of one month LIBOR and slower repayments, even though they were only deployed for a portion of the nine and three month period.

For the nine and three months ended September 30, 2008, Bimini Capital’s general and administrative costs were approximately $4.3 million and $1.1, respectively. For the nine and three months ended September 30, 2008, compensation and related benefits were $1.3 million and $0.6 million, respectively, lower than for the same period in 2007, while costs associated with the Company’s evaluation of possible strategic options caused other administrative expenses to increase $0.5 million and $0.04 million, respectively.

Bimini Capital had $0.8 million and $0.05 million, respectively, in realized gains from the sales of securities in the MBS portfolio during the nine and three months ended September 30, 2008, compared to losses of $20.5 million and $1.1 million, respectively, during the nine and three months ended September 30, 2007.

For the nine and three months ended September 30, 2008, Bimini Capital had a loss from continuing operations of $5.8 million and $2.3 million, respectively.

 

As of September 30, 2008, the MBS pass through portfolio consisted of $226.6 million of agency or government MBS at fair value and had a weighted average coupon on assets of 5.47% and a net weighted average borrowing cost of 2.99%.  The following tables summarize Bimini Capital’s agency and government mortgage related securities as of September 30, 2008 and December 31, 2007:

(in thousands)

Asset Category		Market 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
September 30, 2008
Adjustable-Rate MBS	$	84,387	37.24%	5.17%	279	1-Jan-36	6.48	10.49%	8.82%
Fixed-Rate MBS		65,244	28.80%	6.62%	336	1-Jul-38	n/a	n/a	n/a
Hybrid Adjustable-Rate MBS		62,915	27.77%	5.03%	338	1-Apr-38	52.69	10.03%	2.00%
Total Mortgage Backed Pass Through		212,546	93.81%	5.57%	314	1-Jul-38	26.21	10.29%	3.49%
Inverse IO MBS		14,022	6.19%	3.91%	351	25-Jan-38	0.31	n/a	n/a
Total Mortgage Assets	$	226,568	100.00%	5.47%	316	1-Jul-38	23.96	n/a	3.49%
December 31, 2007
Adjustable-Rate MBS	$	177,608	25.72%	6.58%	294	1-Apr-44	5.49	10.61%	2.47%
Fixed-Rate MBS		110,297	15.97%	6.98%	335	1-Oct-37	n/a	n/a	n/a
Hybrid Adjustable-Rate MBS		398,982	57.78%	6.11%	344	1-Sep-37	39.62	11.92%	3.62%
Fixed-Rate CMO		3,692	0.53%	7.00%	233	18-May-27	n/a	n/a	n/a
Total Portfolio	$	690,579	100.00%	6.37%	329	1-Apr-44	29.11	11.52%	3.41%

(in thousands)

		September 30, 2008								December 31, 2007
Agency		Market Value				Percentage of Entire Portfolio				Market Value				Percentage of Entire Portfolio
Fannie Mae		$	217,707				96.09	%		$	638,763				92.50	%
Freddie Mac			7,684				3.39	%			46,318				6.70	%
Ginnie Mae			1,177				0.52	%			5,498				0.80	%
Total Portfolio		$	226,568				100.00	%		$	690,579				100.00	%

Entire Portfolio		September 30, 2008				December 31, 2007
Weighted Average Pass Through Purchase Price		$	102.83			$	102.32
Weighted Average Derivative Purchase Price			6.86				-
Weighted Average Pass Through Current Price		$	101.03			$	101.94
Weighted Average Derivative Current Price		$	7.04			$	-
Effective Duration (1)			2.789				1.267

(1) Effective duration of 2.789 indicates that an interest rate increase of 1.0% would be expected to cause a 2.789% decline in the value of the MBS in the Company’s investment portfolio at September 30, 2008.  Effective duration of 1.267 indicates that an interest rate increase of 1.0% would be expected to cause a 1.267% decline in the value of the MBS in the Company’s investment portfolio at December 31, 2007. These figures include the derivative securities in the portfolio.

In evaluating the MBS pass through portfolio assets and their performance, Bimini Capital’s management team primarily evaluates these critical factors: asset performance in differing interest rate environments, duration of the security, yield to maturity, potential for prepayment of principal and the market price of the investment.

Bimini Capital’s portfolio of MBS pass throughs will typically be comprised of adjustable-rate MBS, fixed-rate MBS, hybrid adjustable-rate MBS and balloon maturity MBS. Bimini Capital seeks to acquire low duration assets. Although the duration of an individual asset can change as a result of changes in interest rates, Bimini Capital strives to maintain a portfolio with an effective duration of less than 2.0. The stated contractual final maturity of the mortgage loans underlying Bimini Capital’s portfolio of MBS generally ranges up to 30 years. However, the effect of prepayments of the underlying mortgage loans tends to shorten the resulting cash flows from investments substantially. Prepayments occur for various reasons, including refinancing of underlying mortgages and loan payoffs in connection with home sales.

Prepayments on the loans underlying MBS can alter the timing of the cash flows from the underlying loans to the Company. As a result, Bimini Capital gauges the interest rate sensitivity of its assets by measuring their effective duration. While modified duration measures the price sensitivity of a bond to movements in interest rates, effective duration captures both the movement in interest rates and the fact that cash flows to a mortgage related security are altered when interest rates move. Accordingly, when the contract interest rate on a mortgage loan is substantially above prevailing interest rates in the market, the effective duration of securities collateralized by such loans can be quite low because of expected prepayments. Although some of the fixed-rate MBS in Bimini Capital’s portfolio are collateralized by loans with a lower propensity to prepay when the contract rate is above prevailing rates, their price movements track securities with the same contract rates but lack such lower propensity to prepay, and therefore exhibit similar effective duration.

Bimini Capital’s sub-portfolio of inverse interest only securities have underlying borrower and loan characteristics as that of the MBS pass through sub-portfolio.  The values of inverse interest only securities are impacted by movements in one month LIBOR and the interest rate caps associated with the security, which directly affect the coupon of such securities, as well as prepayments.  Generally interest only securities are more sensitive to prepayment behavior owing to their lack of a principal balance.  Also, as market conditions fluctuate over time the relative attractiveness of inverse interest only and interest only securities can also vary. Owing to the smaller size of the inverse interest only and interest only market in relation to the MBS pass through market, such fluctuations can exacerbate price movements.  Bimini Capital does not intend to pledge such securities as collateral under repurchase agreement funding arrangements and so will not be exposed to price related margin calls from lenders.

As of September 30, 2008, approximately 27.8% of Bimini Capital’s portfolio is comprised of hybrid adjustable rate MBS and 28.8% are premium fixed rate MBS pass throughs. Bimini Capital favors such securities since they offer superior income potential in the current slow prepayment environment.  Going forward, to the extent such superior relative income potential is not available, the composition of the portfolio may be changed to better take advantage of opportunities in the market at that time.

The value of the MBS portfolio changes as interest rates rise or fall.  Bimini Capital faces the risk that the market value of its assets will increase or decrease at different rates than that of its liabilities.  Bimini Capital primarily assesses its interest rate risk by estimating the duration of its assets and the duration of its liabilities. Duration essentially measures the market price volatility of financial instruments as interest rates change. Bimini Capital generally calculates duration using various financial models and empirical data and different models and methodologies can produce different duration numbers for the same securities.

 

The following sensitivity analysis shows the estimated impact on the fair value of Bimini Capital's interest rate-sensitive investments as of September 30, 2008, assuming rates instantaneously fall 100 basis points, rise 100 basis points and rise 200 basis points:

(in thousands)

						Interest Rates Fall 100 BPS				Interest Rates Rise 100 BPS				Interest Rates Rise 200 BPS
Adjustable Rate MBS
Fair Value		$	84,387
Change in Fair Value						$	816			$	(816	)		$	(1,632	)
Change as a % of Fair Value							0.97	%			(0.97	%)			(1.93	%)
Fixed Rate MBS
Fair Value		$	65,244
Change in Fair Value						$	1,781			$	(1,781	)		$	(3,562	)
Change as a % of Fair Value							2.73	%			(2.73	%)			(5.46	%)
Hybrid Adjustable Rate MBS
Fair Value		$	62,915
Change in Fair Value						$	1,833			$	(1,833	)		$	(3,666	)
Change as a % of Fair Value							2.91	%			(2.91	%)			(5.83	%)
Derivatives
Fair Value		$	14,022
Change in Fair Value						$	1,889			$	(1,889	)		$	(3,778	)
Change as a % of Fair Value							13.47	%			(13.47	%)			(26.94	%)
Cash
Fair Value		$	12,377
Portfolio Total
Fair Value		$	226,568
Change in fair Value						$	6,319			$	(6,319	)		$	(12,638	)
Change as a % of Fair Value							2.79	%			(2.79	%)			(5.58	%)

 

The table below reflects the same analysis presented above but with the figures in the columns that indicate the estimated impact of a 100 basis point fall or rise adjusted to reflect the impact of convexity.

(in thousands)

						Interest Rates Fall 100 BPS				Interest Rates Rise 100 BPS				Interest Rates Rise 200 BPS
Adjustable Rate MBS
Fair Value		$	84,387
Change in fair Value						$	909			$	(1,329	)		$	(2,977	)
Change as a % of Fair Value							1.08	%			(1.57	%)			(3.53	%)
Fixed Rate MBS
Fair Value		$	65,244
Change in fair Value						$	1,236			$	(2,395	)		$	(5,399	)
Change as a % of Fair Value							1.89	%			(3.67	%)			(8.28	%)
Hybrid Adjustable Rate MBS
Fair Value		$	62,915
Change in fair Value						$	522			$	(792	)		$	(1,864	)
Change as a % of Fair Value							0.83	%			(1.26	%)			(2.96	%)
Derivatives
Fair Value		$	14,022
Change in Fair Value						$	(1,105	)		$	(2,946	)		$	(6,949	)
Change as a % of Fair Value							(7.88	%)			(21.01	%)			(49.56	%)
Cash
Fair Value		$	12,377
Portfolio Total
Fair Value		$	226,568
Change in fair Value						$	1,562			$	(7,462	)		$	(17,189	)
Change as a % of Fair Value							0.69	%			(3.29	%)			(7.59	%)

In addition to changes in interest rates, other factors impact the fair value of Bimini Capital's interest rate-sensitive investments and hedging instruments, such as the shape of the yield curve, the level of one month LIBOR (IIO’s), market expectations as to future interest rate changes and disruptions in the financial markets. Accordingly, in the event of changes in actual interest rates, the change in the fair value of Bimini Capital's assets would likely differ from that shown above and such difference might be material and adverse to Bimini Capital's stockholders.

 

The table below shows Bimini Capital’s average investments held, total interest income, yield on average earning assets, average repurchase obligations outstanding, interest expense, average cost of funds, net interest income and net interest spread for the quarter ended September 30, 2008, and the eighteen previous quarters for Bimini Capital’s portfolio of MBS securities only. The data in the table below does not include information pertaining to discontinued operations at OITRS.

RATIOS FOR THE QUARTERS HAVE BEEN ANNUALIZED

(in thousands)

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
September 30, 2008		$	375,239				6,149				-				568,213				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

The net interest figures in the table above exclude interest associated with the trust preferred debt, which is reflected in the last column separately. The net interest figures do reflect the quarterly retrospective adjustment, where applicable.  As a result of the entire MBS portfolio being classified as held for trading for the three months ended September 30, 2008, there are no longer quarterly retrospective adjustments.  For the three months ended September 30, 2008, the net margin was 81 basis points on a portfolio of MBS securities classified entirely as held for trading.   For the three months ended September 30, 2007, ($0.4) million of the $24.6 million of interest income was attributable to the quarterly retrospective adjustment. As a result of the retrospective adjustment, the yield on average interest earning assets for such period was reduced by 10.5 basis points to 641.4 basis points.

PERFORMANCE OF DISCONTINUED OPERATIONS OF OITRS

As stated previously, the Company has sold or discontinued all residential mortgage origination activities at OITRS. The principal business activities of OITRS were the origination and sale of mortgage loans.  In addition, as part of the securitization of loans sold, OITRS retained an interest in the resulting residual interest cash flows more fully described below.  Finally, OITRS serviced the loans securitized as well as some loans sold on a whole loan basis.

Currently, there are no operating activities at OITRS and all income and expenses at OITRS are attributable to mark to market adjustments on the retained interest, trading (market value of $14.4 million as of September 30, 2008), the remaining originated mortgage servicing rights (market value as of September 30, 2008 of $0.0 million), the remaining mortgage loans held for sale (market value as of September 30, 2008 of $0.5 million) and general and administrative expenses associated with the wind down of operations.

The retained interests in securitizations represent residual interest in pools of loans securitized.  The total fair value of these retained interests was approximately $14.4 million as of September 30, 2008. Fluctuations in value of retained interests are primarily driven by projections of future interest rates (the forward LIBOR curve), the discount rate used to determine the present value of the residual cash flows and prepayment and loss estimates on the underlying mortgage loans. Due to significantly higher levels of seriously delinquent loans in the underlying securitizations and higher loss severity assumptions going forward, the fair value of the retained interests decreased by $43.1 million and $8.3 million for the nine and three months ended September 30, 2008, respectively. Due to higher forward London Interbank Offered Rate (“LIBOR”) rates and increased loss assumptions on the underlying mortgage loans, the fair value of the retained interests decreased by $28.1 million and $0.6 million for the nine and three months ended September 30, 2007.

As of September 30, 2008, OITRS owned $0.5 million of mortgage loans, net of fair value adjustments, which were classified as mortgage loans held for sale.  As stated above, OITRS no longer originates mortgage loans and the remaining loan inventory is being liquidated.  Losses realized on the discontinued mortgage banking activities for the nine months ended September 30, 2008, were $43.2 million and consist primarily of fair value adjustments on the retained interests, trading.

The table below provides details of OITRS’s loss on discontinued mortgage banking activities for the nine and three months ended September 30, 2008 and 2007.  OITRS recognizes a gain or loss on sale of mortgages held for sale only when the loans are actually sold.

(in thousands)

		Nine Months Ended								Three Months Ended
		September 30, 2008				September 30, 2007				September 30, 2008				September 30, 2007
Fair value adjustment of retained interests, trading		$	(43,085	)		$	(28,126	)		$	(8,255	)		$	(634	)
Losses on sales of mortgage loans and securities			(43	)			(6,064	)			(8	)			(11,006	)
Fees on brokered loans			-				1,749				-				-
Gains/(losses) on derivatives			-				(4,473	)			-				246
Direct loan origination expenses, deferred			-				(7,122	)			-				(1,627	)
Fees earned, brokering			-				887				-				182
Direct loan origination expenses, reclassified			-				(22,181	)			-				-
Change in market value of IRLC’s			-				14				-				-
Change in market value of mortgage loans held for sale			(83	)			(3,604	)			(71	)			5,734
Loss on discontinued mortgage banking activities		$	(43,211	)		$	(68,920	)		$	(8,334	)		$	(7,105	)

For the nine and three months ended September 30, 2007, losses realized on the discontinued mortgage banking activities were $68.9 million and $7.1 million.  Mark to market gains/(losses) of loans held for sale of ($3.6) million and $5.7 million, for the nine and three months ended September 30, 2007, were the result of a sharp deterioration in the secondary market for the loans originated and sold.  Losses from discontinued mortgage banking activities also include changes in the fair value of retained interests in securitizations and the associated hedge gains or losses.  Excluding changes in fair value of retained interests in securitizations net of hedge gains and losses, OITRS had losses from sales of mortgages held for sale of $36.3 million and $6.7 million for the nine and three months ended September 30, 2007.

For the nine and three months ended September 30, 2007, OITRS originated $1.5 billion and $0.0 billion, respectively, and sold $2.1 billion and $0.1 billion, respectively, of mortgage loans.  Of the originated mortgage loans sold during the nine and three months ended September 30, 2007, $0.8 billion and $0.0 billion, respectively, were sold on a servicing retained basis.

Owing to the excessive and increasing burden of the monthly advancing requirement on delinquent loans serviced by OITRS, coupled with the Company’s reduced liquidity, OITRS was unable to meet such servicing advance requirement in September of 2008 which resulted in a servicer event of default under the various pooling and servicing agreements under which OITRS serviced loans.  Accordingly, such servicing was surrendered to the master servicer and the carrying value of the related servicing was written off.  Such charge was $2.0 million.  All advances made on such loans prior to the event of default, net of any costs incurred by the master servicer related to the servicing transfer, will be returned to the Company as the delinquent loans are liquidated over time.  The balance of the receivable at September 30, 2008 was $19.6 million.

For the nine and three months ended September 30, 2008, OITRS had net servicing loss of $1.4 million and $2.3 million.  The results were driven primarily by the surrender of the MSRs owing to the event of default resulting from the inability of OITRS to continue to meet servicing advance requirements.

For the nine and three months ended September 30, 2007, OITRS had net servicing loss of $13.9 million and $1.2 million.  The results were driven primarily by negative fair value adjustments to the MSRs (inclusive of run-off of the servicing portfolio).

Liquidity and Capital Resources

Our principal sources of cash generally consist of borrowings under repurchase agreements, payments of principal and interest we receive on our MBS portfolio, and cash flows received by OITRS from the residual interests that are used to repay intercompany debt.  Our principal uses of cash are the repayment of principal and interest on our repurchase agreements, purchases of MBS, funding our operations and, to the extent dividends are declared, making dividend payments on our capital stock.    

During the three months ended September 30, 2008, we purchased $13.8 million of MBS (consisting entirely of IIO securities), using prepayments and sales of MBS and existing cash.  During the third quarter of 2008, we received cash of $21.2 million from prepayments on our MBS. During the nine months ended September 30, 2008, we generated net proceeds of $288.6 million from the sale of MBS.  Also, the residual interests at OITRS generated $11.8 million and $1.2 million, respectively, in cash flows for the nine and three months ended September 30, 2008.

As of September 30, 2008, Bimini Capital had outstanding balances under master repurchase agreements with various counterparties.  None of the counterparties to these agreements are affiliates of Bimini Capital. These agreements are secured by Bimini Capital’s MBS and bear interest rates that are based on a spread to LIBOR.

As of September 30, 2008, Bimini Capital had obligations outstanding under its repurchase agreements totaling $200.7 million with a net weighted average borrowing cost of 2.99%.  As of September 30, 2008, all of Bimini Capital’s outstanding repurchase agreement obligations are due in less than 6 months with $0.0 million maturing overnight, $85.5 million maturing between 2 and 30 days and the remaining $115.2 million maturing between 31 and 90 days.  Securing these repurchase agreement obligations as of September 30, 2008, were MBS with an estimated fair value of $208.9 million and a weighted average maturity of 316 months.

The following summarizes information regarding the Company’s amounts at risk with individual counterparties greater than 10% of the Company’s equity as of September 30, 2008 and December 31, 2007.

 (in thousands)

Repurchase Agreement Counterparties		Amount at Risk(1)				Weighted Average Maturity of Repurchase Agreements in Days
September 30, 2008
MF Global Inc.			6,461				47
RBS Greenwich Capital			1,998				27
December 31, 2007
Deutsche Bank Securities, Inc.			8,823				193
Goldman Sachs			2,931				19

(1)	Equal to the fair value of securities sold, plus accrued interest income, minus the sum of repurchase agreement liabilities, plus accrued interest expense.

Bimini Capital’s master repurchase agreements have no stated expiration, but can be terminated at any time at Bimini Capital’s option or at the option of the counterparty. However, once a definitive repurchase agreement under a master repurchase agreement has been entered into, it generally may not be terminated by either party absent an event of default.  A negotiated termination can occur, but may involve a fee to be paid by the party seeking to terminate the repurchase agreement transaction.

As discussed above, increases in short-term interest rates could negatively impact the valuation of Bimini Capital’s MBS portfolio.  Should this occur, Bimini Capital’s repurchase agreement counterparties could initiate margin calls, thus inhibiting its liquidity or forcing us to sell assets.

During the nine month period ended September 30, 2008, the Company undertook a series of asset sales intended to raise funds necessary to service the residual financing line of OITRS, de-lever to the extent funding was not available and maintain adequate liquidity during the continuing period of disruption in the mortgage market.  On October 27, 2008, $29.3 million of repurchase agreement obligations matured and could not be extended.  The Company was forced to sell the associated MBS assets pledged to satisfy the obligation.  Such sales may have to continue to the extent funding is not available in the future.

Given the current difficulties with respect to the availability of funding via the repurchase market, the Company has opted to augment its existing leveraged MBS portfolio with alternative sources of income.  The Company has employed an alternative investment strategy utilizing derivative mortgage backed securities collateralized by MBS with comparable borrower and prepayment characteristics to the securities currently in the portfolio.  Such securities are not funded in the repurchase market but instead are owned free and clear.  The leverage inherent in the securities replaces the leverage obtained by acquiring pass-through securities and funding them in the repurchase market.

In May 2005, Bimini Capital completed a private offering of $51.6 million of trust preferred securities of Bimini Capital Trust I (“BCTI”) resulting in the issuance by Bimini Capital of $51.6 million of junior subordinated notes. The interest rate payable by Bimini Capital on the BCTI junior subordinated notes is fixed for the first five years at 7.61% and then floats at a spread of 3.30% over three-month LIBOR for the remaining 25 years. However, the BCTI junior subordinated notes and the corresponding BCTI trust preferred securities are redeemable at Bimini Capital’s option at the end of the first five year period and at any subsequent date that Bimini Capital chooses.

In addition, in October 2005, Bimini Capital completed a private offering of an additional $51.5 million of trust preferred securities of Bimini Capital Trust II (“BCTII”) resulting in the issuance by Bimini Capital of an additional $51.5 million of junior subordinated notes. The interest rate on the BCTII junior subordinated notes and the corresponding BCTII trust preferred securities is fixed for the first five years at 7.8575% and then floats at a spread of 3.50% over three-month LIBOR for the remaining 25 years. However, the BCTII junior subordinated notes and the corresponding BCTII trust preferred securities are redeemable at Bimini Capital’s option at the end of the first five year period and at any subsequent date that Bimini Capital chooses.

The Company presently believes that its equity and junior subordinated debt capital, combined with the cash flow from operations and retained interests, will be sufficient to enable the Company to meet its anticipated liquidity requirements. Continued disruptions in market conditions could, however, adversely affect the Company’s liquidity, including the lack of available financing for the Company’s MBS assets, increases in interest rates, increases in prepayment rates substantially above expectations and decreases in value of assets held for sale. Therefore, in spite of the efforts contemplated above to address any potential loss of sufficient repurchase agreement funding, no assurances can be made regarding the Company's ability to satisfy its liquidity and working capital requirements.

Outlook

The Company's results of operations for the nine months ended September 30, 2008 were impacted by the unprecedented disruptions in the mortgage-backed securities market and the global fixed income and equity markets generally, which brought about a severe tightening of credit conditions and volatile asset prices.  The result was a substantial deleveraging of the financial system and substantial losses incurred by various market participants.  In an effort to combat these developments, the world’s central banks, the Congress of the United States, the US Treasury and Federal Reserve Bank have taken numerous actions, most of which are unprecedented.  The outcome of these developments continues to unfold and the end result is unclear.

The funding costs of the MBS portfolio, while low, have not fully stabilized but the coupon on the MBS assets now exceeds the associated repo funding costs. Also, the Company no longer needs to fund negative cash flow operations at OITRS, which in the past precluded the Company from reinvesting monthly pay-downs and also required the Company to sell MBS assets to generate funds throughout much of 2006 and 2007.

Going forward, at current interest rate levels, the lack of cash flow needs for OITRS and resulting halt of asset sales should allow the net interest margin (“NIM”) of the MBS portfolio to remain positive. As mentioned above, credit conditions have deteriorated materially and access to funding is precarious.  Accordingly, no assurance can be made of our ability to maintain a positive NIM or for rates to remain at current levels.  The Company has implemented an alternative investment strategy to supplement the levered MBS strategy in an effort to continue to maximize our net interest income until market conditions improve. Nonetheless, even with any potential for an expanded NIM and the alternative investment strategy, the reduced size of the portfolio in relation to the Company’s operating expenses will constrain the earnings potential of the Company in the near term.

Critical Accounting Policies

The Company’s financial statements are prepared in accordance with GAAP.  The Company’s significant accounting policies are described in Note 1 to the Company’s accompanying consolidated financial statements.

GAAP requires the Company’s management to make some complex and subjective decisions and assessments. The Company’s most critical accounting policies involve decisions and assessments which could significantly affect reported assets and liabilities, as well as reported revenues and expenses. The Company believes that all of the decisions and assessments upon which its financial statements are based were reasonable at the time made based upon information available to it at that time. Management has identified its most critical accounting policies to be the following:

MORTGAGE-BACKED SECURITIES

The Company’s investments in MBS are classified as held for trading.  Changes in fair value of securities held for trading are recorded through the statement of operations. The Company’s MBS have fair values determined by management based on the average of third-party broker quotes received and/or by independent pricing sources when available. Because the price estimates may vary to some degree between sources, management must make certain judgments and assumptions about the appropriate price to use to calculate the fair values for financial reporting purposes. Alternatively, management could opt to have the value of all of its positions in MBS determined by either an independent third-party pricing source or do so internally based on management’s own estimates. Management believes pricing on the basis of third-party broker quotes is the most consistent with the definition of fair value described in SFAS No. 107, Disclosures about the Fair Value of Financial Instruments.

RETAINED INTEREST, TRADING

Retained interest, trading is the subordinated interests retained by the Company from the Company’s various securitizations and includes the over-collateralization and residual net interest spread remaining after payments to the Public Certificates and NIM Notes (see Note 11 of the accompanying consolidated financial statements). Retained interest, trading represents the present value of estimated cash flows to be received from these subordinated interests in the future.  The subordinated interests retained are classified as “trading securities” and are reported at fair value with unrealized gains or losses reported in earnings.  In order to value these unrated and unquoted retained interests, the Company utilizes either pricing available directly from dealers, when available, or calculates their present value by projecting their future cash flows on a publicly-available analytical system. When a publicly-available analytical system is employed, the Company uses the following variable factors in estimating the fair value of these assets:

Interest Rate Forecast. LIBOR interest rate curve.

Discount Rate. The present value of all future cash flows utilizing a discount rate assumption established at the discretion of the Company to represent market conditions and value.

Prepayment Forecast. The prepayment forecast may be expressed by the Company in accordance with one of the following standard market conventions: Constant Prepayment Rate (“CPR”) or Percentage of a Prepayment Vector. Prepayment forecasts are made utilizing Citigroup Global Markets Yield Book and/or management estimates based on historical experience. Conversely, prepayment speed forecasts could have been based on other market conventions or third-party analytical systems. Prepayment forecasts may be changed as OITRS observes trends in the underlying collateral as delineated in the Statement to Certificate Holders generated by the securitization trust’s Trustee for each underlying security.

Credit Performance Forecast. A forecast of future credit performance of the underlying collateral pool will include an assumption of default frequency, loss severity and a recovery lag. In general, the Company will utilize the combination of default frequency and loss severity in conjunction with a collateral prepayment assumption to arrive at a target cumulative loss to the collateral pool over the life of the pool based on historical performance of similar collateral by the originator. The target cumulative loss forecast will be developed and noted at the pricing date of the individual security but may be updated by the Company consistent with observations of the actual collateral pool performance.

As of September 30, 2008, and December 31, 2007, key economic assumptions and the sensitivity of the current fair value of retained interests to the immediate 10% and 20% adverse change in those assumptions are as follows:

(in thousands)

		September 30, 2008				December 31, 2007
Balance Sheet Carrying value of retained interests – fair value		$	14,384			$	69,301
Weighted average life (in years)			3.99				4.09
Prepayment assumption (annual rate)			19.93	%			26.37	%
Impact on fair value of 10% adverse change		$	(1,388	)		$	(6,908	)
Impact on fair value of 20% adverse change		$	(2,042	)		$	(12,577	)
Expected Credit losses (annual rate)			3.40	%			1.22	%
Impact on fair value of 10% adverse change		$	(2,577	)		$	(6,409	)
Impact on fair value of 20% adverse change		$	(4,200	)		$	(13,633	)
Residual Cash-Flow Discount Rate			27.50	%			20.00	%
Impact on fair value of 10% adverse change		$	(1,396	)		$	(4,138	)
Impact on fair value of 20% adverse change		$	(2,600	)		$	(7,907	)
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		$	(4,876	)		$	(14,906	)
Impact on fair value of 20% adverse change		$	(7,294	)		$	(28,225	)

These sensitivities are entirely hypothetical and should be used with caution. As the figures indicate, changes in fair value based upon 10% and 20% variations in assumptions generally cannot be extrapolated to greater or lesser percentage variations because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of the variation in a particular assumption on the fair value of the subordinated interest is calculated without changing any other assumption.  In reality, changes in one factor may result in changes in another that may magnify or counteract the sensitivities. To estimate the impact of a 10% and 20% adverse change of the forward LIBOR curve, a parallel shift in the forward LIBOR curve was assumed based on the forward LIBOR curve as of September 30, 2008, and December 31, 2007.

INCOME RECOGNITION

For securities classified as held for trading, interest income is based on the stated interest rate and the outstanding principal balance; premium or discount associated with the purchase of the MBS are not amortized.  As of January 1, 2008, all MBS portfolio securities are classified as held for trading.

All securities in the MBS portfolio as of September 30, 2008 are classified as held for trading securities. All securities are either MBS pass through securities, interest only securities or inverse interest only securities. Income on MBS pass through securities classified as held for trading is based on the stated interest rate of the security. Premium or discount present at the date of purchase is not amortized. For inverse interest only and interest only securities classified as held for trading, the income is accrued based on the carrying value and the effective yield. As cash is received it is first applied to accrued interest and then to reduce the carrying value. At each reporting date, the effective yield is adjusted prospectively from the reporting period based on the new estimate of prepayments. The new effective yield is calculated based on the carrying value at the end of the previous reporting period, the new prepayment estimates and the contractual terms of the security.  Changes in fair value during the period are recorded in earnings and reported as fair value adjustment-held for trading securities in the accompanying consolidated statement of operations.

INCOME TAXES

Bimini Capital has elected to be taxed as a REIT under the Code. As further described below, Bimini Capital’s subsidiary, OITRS a taxpaying entity for income tax purposes and is taxed separately from Bimini Capital. Bimini Capital will generally not be subject to federal income tax on its REIT taxable income to the extent that Bimini Capital distributes its REIT taxable income to its stockholders and satisfies the ongoing REIT requirements, including meeting certain asset, income and stock ownership tests. A REIT must generally distribute at least 90% of its REIT taxable income to its stockholders, of which 85% generally must be distributed within the taxable year, in order to avoid the imposition of an excise tax. The remaining balance may be distributed up to the end of the following taxable year, provided the REIT elects to treat such amount as a prior year distribution and meets certain other requirements.

OITRS and its activities are subject to corporate income taxes and the applicable provisions of SFAS No. 109, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  To the extent management believes deferred tax assets will not be fully realized in future periods, a provision is recorded so as to reflect the net portion, if any, of the deferred tax asset management expects to realize.

FAIR VALUES

The Company measures or monitors many of its assets on a fair value basis. Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary basis of accounting. Examples of these include trading securities, loans held for sale, retained interests and mortgage servicing rights (MSRs).  Additionally, fair value is used on a non-recurring basis to evaluate assets or liabilities for impairment.

Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. If observable market prices are not available, then fair value is estimated using modeling techniques such as discounted cash flow analyses. These modeling techniques utilize assumptions that market participants would use in pricing the asset or the liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, and the risk of nonperformance. To increase consistency and comparability in fair value measures, SFAS No. 157 establishes a three-level hierarchy to prioritize the inputs used in valuation techniques between observable inputs that reflect quoted prices in active markets, inputs other than quoted prices with observable market data, and unobservable data such as the Company’s own data.

Off-Balance Sheet Arrangements

As previously discussed, OITRS previously pooled loans originated or purchased and then sold them or securitized them to obtain long-term financing for its assets. Securitized loans are transferred to a trust where they serve as collateral for asset-backed bonds, which the trust primarily issues to the public. Since mid-2006, OITRS has not executed a securitization and is not expected to do so in the future. However, OITRS held approximately $14.4 million of retained interests from securitizations as of September 30, 2008.

The cash flows associated with OITRS’s securitization activities over the nine and three months ended September 30, 2008, were as follows:

(in thousands)

		Nine Months Ended September 30, 2008				Three Months Ended September 30, 2008
Servicing fees received		$	1,055			$	210
Servicing advances and repayments			92				(694	)
Cash flows received on retained interests			11,831				1,160

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 4T.  CONTROLS AND PROCEDURES.

Not Applicable.

---

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Company is involved in various lawsuits and claims, both actual and potential, including some that it has asserted against others, in which monetary damages and other relief is sought. The resolution of such lawsuits and claims is inherently unpredictable.  See Notes 8 and 11(g) to the Company’s accompanying consolidated financial statements for a description of certain of these matters.

ITEM 1A.  RISK FACTORS.

During the period covered by this report, and except as described below, there were no material changes to the risk factors previously disclosed under  Item 1A – Risk Factors in the Company’s Annual Report on Form 10-K for the period for the period December 31, 2007 as filed on March 14, 2008.  The information set forth under Item 1A – Risk Factors in the Company’s Annual Report on Form 10-K for the period ended December 31, 2007, is incorporated herein by reference.

As stated in the accompanying consolidated financial statements, the Company currently has negative consolidated net worth.  The lack of positive consolidated net worth could further hamper the Company’s ability to obtain sufficient access to funding for the MBS portfolio.  To the extent the Company is unable to obtain other sources of revenue, our ability to cover expenses and/or generate earnings will be impaired. The Company may need to alter its investment strategy if it is unable to obtain sufficient access to funding for its MBS portfolio.

 

ITEM 6.                        EXHIBITS.

Exhibit No.

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	Articles of Amendment, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated May 27, 2008, filed with the SEC on May 29, 2008
3.7	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	Bimini Capital Management, Inc. 2003 Long Term Incentive Compensation Plan, as amended September 28, 2007, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, filed with the SEC on November 8, 2007
†10.2	Bimini Capital Management, Inc. 2004 Performance Bonus Plan, as amended September 28, 2007, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, filed with the SEC on November 8, 2007
†10.3	Form of Phantom Share Award Agreement incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, filed with the SEC on November 8, 2007
†10.4	Form of Restricted Stock Award Agreement incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, filed with the SEC on November 8, 2007
†10.5	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
†10.6	Separation Agreement and General Release by and between Bimini Capital Management, Inc. and Jeffrey J. Zimmer, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated April 14, 2008, filed with the SEC on April 16, 2008
†10.7	Retention and Severance Agreement between Bimini Capital Management, Inc. and G. Hunter Haas, IV, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated April 18, 2008, filed with the SEC on April 18, 2008
†10.8	Retention and Severance Agreement between Bimini Capital Management, Inc. and J. Christopher Clifton, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated April 18, 2008, filed with the SEC on April 18, 2008
†10.9	Employment Agreement dated as of April 27, 2006, by and between Opteum Inc. and J. Christopher Clifton, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, dated August 11, 2008, filed with the SEC on August 11, 2008
10.10	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
10.11	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
10.12	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
10.13	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
10.14	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
10.15	Membership Interest Purchase Agreement, dated May 27, 2008, by and among Bimini Capital Management, Inc., Orchid Island TRS, LLC and Citigroup Global Markets Realty Corp., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated May 27, 2008, filed with the SEC on May 29, 2008
10.16	Eighth Amended and Restated Limited Liability Company of Orchid Island TRS, LLC, dated as of May 27, 2008, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated May 27, 2008, filed with the SEC on May 29, 2008
*10.17	Amended and Restated Junior Subordinated Indenture, dated as of September 26, 2005, between the Company and JPMorgan Chase Bank, National Association, as trustee.
*10.18	Second Amended and Restated Trust Agreement, dated as of September 26, 2005, among the Company, as depositor, JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee and the Administrative Trustees named therein.
*10.19	Indenture, dated as of October 5, 2005, between the Company and Wilmington Trust Company, as debenture trustee.
*10.20	Amended and Restated Declaration of Trust, dated as of October 5, 2005, by and among Wilmington Trust Company, as Delaware trustee, Wilmington Trust Company, as institutional trustee, the Company, as sponsor, and Jeffrey J. Zimmer, Robert E. Cauley and Amber K. Luedke, as administrators.
*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.

 

---

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BIMINI CAPITAL MANAGEMENT, INC.

Date:                      November 6, 2008                                                                           By:/s/ G. Hunter Haas, IV                                                      

G. Hunter Haas, IV

Executive Vice President, Chief Investment Officer,

Interim Chief Financial Officer and Treasurer

 

 

---

 

EXHIBIT INDEX

Exhibit No.

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	Articles of Amendment, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated May 27, 2008, filed with the SEC on May 29, 2008
3.7	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	Bimini Capital Management, Inc. 2003 Long Term Incentive Compensation Plan, as amended September 28, 2007, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, filed with the SEC on November 8, 2007
†10.2	Bimini Capital Management, Inc. 2004 Performance Bonus Plan, as amended September 28, 2007, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, filed with the SEC on November 8, 2007
†10.3	Form of Phantom Share Award Agreement incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, filed with the SEC on November 8, 2007
†10.4	Form of Restricted Stock Award Agreement incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, filed with the SEC on November 8, 2007
†10.5	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
†10.6	Separation Agreement and General Release by and between Bimini Capital Management, Inc. and Jeffrey J. Zimmer, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated April 14, 2008, filed with the SEC on April 16, 2008
†10.7	Retention and Severance Agreement between Bimini Capital Management, Inc. and G. Hunter Haas, IV, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated April 18, 2008, filed with the SEC on April 18, 2008
†10.8	Retention and Severance Agreement between Bimini Capital Management, Inc. and J. Christopher Clifton, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated April 18, 2008, filed with the SEC on April 18, 2008
†10.9	Employment Agreement dated as of April 27, 2006, by and between Opteum Inc. and J. Christopher Clifton, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, dated August 11, 2008, filed with the SEC on August 11, 2008
10.10	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
10.11	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
10.12	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
10.13	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
10.14	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
10.15	Membership Interest Purchase Agreement, dated May 27, 2008, by and among Bimini Capital Management, Inc., Orchid Island TRS, LLC and Citigroup Global Markets Realty Corp., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated May 27, 2008, filed with the SEC on May 29, 2008
10.16	Eighth Amended and Restated Limited Liability Company of Orchid Island TRS, LLC, dated as of May 27, 2008, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated May 27, 2008, filed with the SEC on May 29, 2008
*10.17	Amended and Restated Junior Subordinated Indenture, dated as of September 26, 2005, between the Company and JPMorgan Chase Bank, National Association, as trustee.
*10.18	Second Amended and Restated Trust Agreement, dated as of September 26, 2005, among the Company, as depositor, JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee and the Administrative Trustees named therein.
*10.19	Indenture, dated as of October 5, 2005, between the Company and Wilmington Trust Company, as debenture trustee.
*10.20	Amended and Restated Declaration of Trust, dated as of October 5, 2005, by and among Wilmington Trust Company, as Delaware trustee, Wilmington Trust Company, as institutional trustee, the Company, as sponsor, and Jeffrey J. Zimmer, Robert E. Cauley and Amber K. Luedke, as administrators.
*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.