BIMINI CAPITAL MANAGEMENT, INC.
INDEX
| PART I |
|---|
| ITEM 1. Business. | 1 |
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| ITEM 1A. Risk Factors. | 9 |
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| ITEM 1B. Unresolved Staff Comments. | 26 |
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| ITEM 1C. Cybersecurity | 26 |
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| ITEM 2. Properties. | 27 |
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| ITEM 3. Legal Proceedings. | 27 |
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| ITEM 4. Mine Safety Disclosures. | 27 |
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| PART II |
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| ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 28 |
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| ITEM 6. Reserved. | 28 |
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| ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. | 29 |
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| ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. | 47 |
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| ITEM 8. Financial Statements and Supplementary Data. | 48 |
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| ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 76 |
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| ITEM 9A. Controls and Procedures. | 76 |
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| ITEM 9B. Other Information. | 77 |
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| ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 77 |
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| PART III |
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| ITEM 10. Directors, Executive Officers and Corporate Governance. | 78 |
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| ITEM 11. Executive Compensation. | 78 |
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| ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 78 |
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| ITEM 13. Certain Relationships and Related Transactions, and Director Independence. | 78 |
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| ITEM 14. Principal Accountant Fees and Services. | 78 |
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| PART IV |
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| ITEM 15. Exhibits and Financial Statement Schedules. | 79 |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this Report that are subject to risks and uncertainties. In some cases, these statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “should,” “may,” “plans,” “projects,” “will,” or similar expressions, or the negative of these words. These forward-looking statements involve risks and uncertainties because they relate to events, developments, and circumstances relating to our business, industry financial condition, liquidity, results of operations, plans and objectives and/or general economic or other conditions that may or may not occur in the future or may occur on longer or shorter timelines or to a greater or lesser degree than anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this Report as a result of the following factors, among others:
| ● | adverse movements in interest rates; |
| ● | our business and investment strategy; |
| ● | our ability to acquire investments on attractive terms; |
| ● | the effect of prepayment rates on the value of our assets; |
| ● | our ability to access the capital markets; |
| ● | our ability to obtain future financing arrangements; |
| ● | our ability to successfully hedge the interest rate risk and prepayment risk associated with our portfolio; |
| ● | our understanding of our competition and our ability to compete effectively; |
| ● | our ability to quantify risk based on historical experience; |
| ● | our ability to forecast our tax attributes, which are based upon various facts and assumptions, and our ability to protect and use our net operating loss carryforwards ("NOLs") to offset future taxable income, including whether our stockholder rights plan will be effective in preventing an ownership change that would significantly limit our ability to utilize such NOLs; |
| ● | the impact of technology on our operations and business; |
| ● | our ability to maintain our exemption from the obligation to register under the Investment Company Act of 1940, as amended (the “Investment Company Act”); |
| ● | market trends; |
| ● | the effect of actual, anticipated or proposed actions of the U.S. government, including the U.S. Federal Reserve (the "Fed"), the Federal Housing Finance Agency (the "FHFA"), the Federal Housing Administration (the "FHA"), the Federal Open Market Committee (the "FOMC") and the U.S. Treasury, on interest rates, monetary policy, fiscal policy and the housing and credit markets; |
| ● | the federal conservatorship of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie-Mae and Freddie Mac and the U.S. government; |
| ● | the impact of inflation on general economic conditions and monetary policy; |
| ● | the impact of future changes in tax laws or tax rates; |
| ● | geo-political events, government responses to such events and the related impact on the economy both nationally and internationally. |
| ● | and other risks described from time to time in our filings with the Securities and Exchange Commission (the “SEC”). |
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described under the caption ‘‘Risk Factors’’ in this Report and any subsequent reports filed with or furnished to the SEC. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
