##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 FOR THE QUARTERLY PERIOD ENDED June 30, 2008
 OR
 o
    
    Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 For the Transition Period From  to
 COMMISSION FILE NUMBER 000-50721
 Origen Financial, Inc.
  Delaware
    
    20-0145649(State of Incorporation)
    
    (I.R.S. Employer Identification No.)27777 Franklin Rd.Suite 1700Southfield, MI
    
    48034(Address of Principal Executive Offices)
    
    (Zip Code)
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




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##### 



Origen Financial, Inc.
Index
 PagePart I  Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets  as of June 30, 2008 and
December 31, 2007
    
    
    3Consolidated Statements of Operations for the periods
ended June 30, 2008 and 2007
    
    
    4Consolidated Statements of Comprehensive Income for the periods
ended June 30, 2008 and 2007
    
    
    5Consolidated Statements of Cash Flows for the six months
ended June 30, 2008 and 2007
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    32Part II  Other InformationItem 4. Submission of Matters to a Vote of Security Holders
    
    
    33Item 6. Exhibits
    
    
    34Signatures
    
    
    36EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 
 Origen Financial, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share data)
As of June 30, 2008 and December 31, 2007
 June 30, 2008
    
    
    December 31, 2007(Unaudited)ASSETSAssetsCash and cash equivalents
    
    $
    7,773
    
    
    $
    10,791Restricted cash
    
    
    15,507
    
    
    
    16,290Investments held to maturity
    
    
    9,763
    
    
    
    32,393Loans receivable, net of allowance for losses of
$8,518 and $7,882, respectively
    
    
    989,267
    
    
    
    1,193,916Furniture, fixtures and equipment, net
    
    
    994
    
    
    
    1,601Repossessed houses
    
    
    5,235
    
    
    
    4,981Assets held for sale
    
    
    8,501
    
    
    
    9,817Other assets
    
    
    14,930
    
    
    
    14,412Total assets
    
    $
    1,051,970
    
    
    $
    1,284,201LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesWarehouse financing
    
    $
    
    
    
    $
    173,072Securitization financing
    
    
    825,760
    
    
    
    884,650Repurchase agreements
    
    
    
    
    
    
    17,653Notes payable  related party
    
    
    60,208
    
    
    
    14,593Other liabilities
    
    
    41,420
    
    
    
    45,848Total liabilities
    
    
    927,388
    
    
    
    1,135,816Stockholders EquityPreferred stock, $.01 par value, 10,000,000 shares
authorized; 125 shares issued and outstanding at
June 30, 2008 and December 31, 2007, $1,000 per
share liquidation preference
    
    
    125
    
    
    
    125Common stock, $.01 par value, 125,000,000 shares
authorized; 25,983,051 and 26,015,275 shares issued
and outstanding at June 30, 2008 and December 31,
2007, respectively
    
    
    260
    
    
    
    260Additional paid-in-capital
    
    
    225,626
    
    
    
    221,842Accumulated other comprehensive loss
    
    
    (17,825
    )
    
    
    (20,012
    )Distributions in excess of earnings
    
    
    (83,604
    )
    
    
    (53,830
    )Total stockholders equity
    
    
    124,582
    
    
    
    148,385Total liabilities and stockholders equity
    
    $
    1,051,970
    
    
    $
    1,284,201
 The accompanying notes are an integral part of these financial statements.
 3




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##### Table of Contents



Origen Financial, Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share data)
For the periods ended June 30, 2008 and 2007
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Interest IncomeTotal interest income
    
    $
    20,554
    
    
    $
    22,439
    
    
    $
    44,425
    
    
    $
    43,115Total interest expense
    
    
    16,043
    
    
    
    14,083
    
    
    
    32,517
    
    
    
    26,996Net interest income before loan losses and
impairment of purchased loan pool
    
    
    4,511
    
    
    
    8,356
    
    
    
    11,908
    
    
    
    16,119Provision for loan losses
    
    
    3,342
    
    
    
    1,806
    
    
    
    6,372
    
    
    
    3,594Impairment of purchased loan pool
    
    
    19
    
    
    
    
    
    
    
    267
    
    
    
    Net interest income after loan losses and
impairment of purchased loan pool
    
    
    1,150
    
    
    
    6,550
    
    
    
    5,269
    
    
    
    12,525Non-interest income (loss)Servicing income
    
    
    657
    
    
    
    1,094
    
    
    
    1,305
    
    
    
    1,183Losses on loans held for sale
    
    
    (718
    )
    
    
    
    
    
    
    (22,377
    )
    
    
    Other
    
    
    941
    
    
    
    496
    
    
    
    (2,395
    )
    
    
    1,061Total non-interest income (loss)
    
    
    880
    
    
    
    1,590
    
    
    
    (23,467
    )
    
    
    2,244Non-interest ExpensesPersonnel
    
    
    5,503
    
    
    
    4,557
    
    
    
    9,646
    
    
    
    9,167Loan origination and servicing
    
    
    268
    
    
    
    361
    
    
    
    627
    
    
    
    731State business taxes
    
    
    104
    
    
    
    161
    
    
    
    293
    
    
    
    226Other operating
    
    
    1,906
    
    
    
    1,535
    
    
    
    4,069
    
    
    
    3,181Total non-interest expense
    
    
    7,781
    
    
    
    6,614
    
    
    
    14,635
    
    
    
    13,305Income (loss) from continuing operations
before income taxes
    
    
    (5,751
    )
    
    
    1,526
    
    
    
    (32,833
    )
    
    
    1,464Income tax expense
    
    
    29
    
    
    
    
    
    
    
    62
    
    
    
    Income (loss) from continuing operations
    
    
    (5,780
    )
    
    
    1,526
    
    
    
    (32,895
    )
    
    
    1,464Income from discontinued operations, net
of income taxes
    
    
    1,006
    
    
    
    1,303
    
    
    
    3,129
    
    
    
    3,070NET INCOME (LOSS)
    
    $
    (4,774
    )
    
    $
    2,829
    
    
    $
    (29,766
    )
    
    $
    4,534Weighted average common shares
outstanding, basic
    
    
    25,491,187
    
    
    
    25,292,335
    
    
    
    25,450,530
    
    
    
    25,251,000Weighted average common shares
outstanding, diluted
    
    
    25,491,187
    
    
    
    25,423,422
    
    
    
    25,450,530
    
    
    
    25,357,808Basic earnings per common share:Income (loss) from continuing operations
    
    $
    (0.23
    )
    
    $
    0.06
    
    
    $
    (1.29
    )
    
    $
    0.06Income from discontinued operations
    
    
    0.04
    
    
    
    0.05
    
    
    
    0.12
    
    
    
    0.12Net income (loss)
    
    $
    (0.19
    )
    
    $
    0.11
    
    
    $
    (1.17
    )
    
    $
    0.18Diluted earnings per common share:Income (loss) from continuing operations
    
    $
    (0.23
    )
    
    $
    0.06
    
    
    $
    (1.29
    )
    
    $
    0.06Income from discontinued operations
    
    
    0.04
    
    
    
    0.05
    
    
    
    0.12
    
    
    
    0.12Net income (loss)
    
    $
    (0.19
    )
    
    $
    0.11
    
    
    $
    (1.17
    )
    
    $
    0.18
 The accompanying notes are an integral part of these financial statements.
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Origen Financial, Inc.
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
For the periods ended June 30, 2008 and 2007
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    (4,774
    )
    
    $
    2,829
    
    
    $
    (29,766
    )
    
    $
    4,534Other comprehensive income:Net unrealized gains (losses) on interest rate swaps
    
    
    16,576
    
    
    
    7,242
    
    
    
    (1,972
    )
    
    
    6,600Reclassification adjustment for net (gains) losses
included in net income (loss)
    
    
    (13
    )
    
    
    (203
    )
    
    
    4,159
    
    
    
    (224
    )Total other comprehensive income
    
    
    16,563
    
    
    
    7,039
    
    
    
    2,187
    
    
    
    6,376Comprehensive income (loss)
    
    $
    11,789
    
    
    $
    9,868
    
    
    $
    (27,579
    )
    
    $
    10,910
 The accompanying notes are an integral part of these financial statements.
 5




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Origen Financial, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
For the six months ended June 30, 2008 and 2007
 2008
    
    
    2007Cash Flows From Operating ActivitiesNet income (loss)
    
    $
    (29,766
    )
    
    $
    4,534Adjustments to reconcile net income to cash provided by
operating activities:Provision for loan losses
    
    
    6,372
    
    
    
    3,594Investment impairment
    
    
    11
    
    
    
    Impairment of purchased loan pool
    
    
    267
    
    
    
    Losses on loans held for sale
    
    
    22,377
    
    
    
    Depreciation and amortization
    
    
    3,498
    
    
    
    2,633Compensation expense recognized under share-based
compensation plans
    
    
    2,963
    
    
    
    784Proceeds from loan sales
    
    
    162,336
    
    
    
    Decrease in servicing advances
    
    
    1,013
    
    
    
    1,908Increase in other assets
    
    
    (2,503
    )
    
    
    (5,100
    )Increase in other liabilities
    
    
    1,997
    
    
    
    3,258Net cash provided by operating activities
    
    
    168,565
    
    
    
    11,611Cash Flows From Investing Activities(Increase) decrease in restricted cash
    
    
    783
    
    
    
    (3,756
    )Proceeds from sale of investments
    
    
    22,400
    
    
    
    Origination and purchase of loans
    
    
    (44,601
    )
    
    
    (204,277
    )Principal collections on loans
    
    
    51,275
    
    
    
    49,459Proceeds from sale of repossessed houses
    
    
    6,309
    
    
    
    5,140Capital expenditures, net
    
    
    174
    
    
    
    (353
    )Net cash provided by (used in) investing activities
    
    
    36,340
    
    
    
    (153,787
    )Cash Flows From Financing ActivitiesNet proceeds from issuance of common stock
    
    
    
    
    
    
    101Retirement of common stock
    
    
    (38
    )
    
    
    (322
    )Dividends paid
    
    
    (8
    )
    
    
    (2,593
    )Payment upon termination of hedging transaction
    
    
    (4,198
    )
    
    
    Proceeds from securitization financing
    
    
    
    
    
    
    184,389Repayment of securitization financing
    
    
    (58,954
    )
    
    
    (52,478
    )Proceeds from advances under repurchase agreements
    
    
    1,888
    
    
    
    Repayment of advances under repurchase agreements
    
    
    (19,541
    )
    
    
    (313
    )Proceeds from warehouse financing
    
    
    30,800
    
    
    
    201,480Repayment of warehouse financing
    
    
    (203,872
    )
    
    
    (187,868
    )Proceeds from notes payable  related party
    
    
    46,000
    
    
    
    Net change in notes payable  servicing advances
    
    
    
    
    
    
    (1,628
    )Net cash provided by (used in) financing activities
    
    
    (207,923
    )
    
    
    140,768NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (3,018
    )
    
    
    (1,408
    )Cash and cash equivalents, beginning of period
    
    
    10,791
    
    
    
    2,566Cash and cash equivalents, end of period
    
    $
    7,773
    
    
    $
    1,158Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    31,064
    
    
    $
    26,618Cash paid for income taxes
    
    $
    103
    
    
    $
    25Non-cash financing activities:Non-vested common stock issued as unearned compensation
    
    $
    
    
    
    $
    328Loans transferred to repossessed houses and held for sale
    
    $
    10,228
    
    
    $
    9,609
 The accompanying notes are an integral part of these financial statements.
 6




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 1  Basis of Presentation
    Note 2  Recent Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging Activities
  The Hierarchy of Generally Accepted Accounting Principles
  7




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 3  Per Share Data
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Numerator:Income (loss) from continuing operations
    
    $
    (5,780
    )
    
    $
    1,526
    
    
    $
    (32,895
    )
    
    $
    1,464Preferred stock dividends
    
    
    (4
    )
    
    
    (4
    )
    
    
    (8
    )
    
    
    (8
    )Income (loss) from continuing
operations available to common
shareholders
    
    $
    (5,784
    )
    
    $
    1,522
    
    
    $
    (32,903
    )
    
    $
    1,456Denominator:Weighted average common shares for
basic EPS
    
    
    25,491
    
    
    
    25,292
    
    
    
    25,451
    
    
    
    25,251Effect of dilutive securities:Incremental shares  non-vested stock
awards
    
    
    
    
    
    
    131
    
    
    
    
    
    
    
    107Weighted average common shares for
diluted EPS
    
    
    25,491
    
    
    
    25,423
    
    
    
    25,451
    
    
    
    25,358Income (loss) from continuing
operations per share, basic
    
    $
    (0.23
    )
    
    $
    0.06
    
    
    $
    (1.29
    )
    
    $
    0.06Income (loss) from continuing
operations per share, diluted
    
    $
    (0.23
    )
    
    $
    0.06
    
    
    $
    (1.29
    )
    
    $
    0.06
    8




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 4  Investments
  Investments Accounted for Under the Provisions of SFAS No. 115
  Investments Accounted for Under the Provisions of SOP 03-3
  9




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 5  Loans Receivable
  June 30, 2008
    
    
    December 31, 2007Manufactured housing loans  securitized
    
    $
    990,305
    
    
    $
    1,051,015Manufactured housing loans  unsecuritized
    
    
    2,814
    
    
    
    144,926Accrued interest receivable
    
    
    5,570
    
    
    
    5,608Deferred loan origination costs
    
    
    3,416
    
    
    
    5,612Discount on purchased loans
    
    
    (3,140
    )
    
    
    (4,450
    )Allowance for purchased loans
    
    
    (1,180
    )
    
    
    (913
    )Allowance for loan losses
    
    
    (8,518
    )
    
    
    (7,882
    )$
    989,267
    
    
    $
    1,193,916
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Balance at beginning of period
    
    $
    8,184
    
    
    $
    7,553
    
    
    $
    7,882
    
    
    $
    8,456Provision for loan losses
    
    
    3,342
    
    
    
    1,806
    
    
    
    6,372
    
    
    
    3,594Transferred to loans held-for-sale
    
    
    
    
    
    
    
    
    
    
    (313
    )
    
    
    Gross charge-offs
    
    
    (5,956
    )
    
    
    (4,570
    )
    
    
    (11,508
    )
    
    
    (10,228
    )Recoveries
    
    
    2,948
    
    
    
    2,553
    
    
    
    6,085
    
    
    
    5,520Balance at end of period
    
    $
    8,518
    
    
    $
    7,342
    
    
    $
    8,518
    
    
    $
    7,342
  No. of
    
    Principal
    
    % ofDays delinquent
    
    Loans
    
    Balance
    
    Portfolio31-60
    
    
    99
    
    
    $
    3,608
    
    
    
    3.4
    %61-90
    
    
    30
    
    
    
    1,180
    
    
    
    1.1
    %Greater than 90
    
    
    72
    
    
    
    3,034
    
    
    
    2.8
    %
 Note 6  Debt
  June 30,
    
    
    December 31,2008
    
    
    2007Warehouse financing
    
    $
    
    
    
    $
    173,072Securitization financing
    
    
    825,760
    
    
    
    884,650Repurchase agreements
    
    
    
    
    
    
    17,653Notes payable  related party
    
    
    60,208
    
    
    
    14,593$
    885,968
    
    
    $
    1,089,968
 Securitization Financing  2004-A Securitization
  10




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Securitization Financing  2004-B Securitization
  Securitization Financing  2005-A Securitization
  Securitization Financing  2005-B Securitization
  Securitization Financing  2006-A Securitization
  11




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Securitization Financing  2007-A Securitization
  Securitization Financing  2007-B Securitization
  Notes Payable  Related Party
   June 30, 2008
    
    December 31, 2007Average
    
    Average
    
    Average
    
    AverageBalance
    
    Rate
    
    Balance
    
    RateWarehouse financing  Citigroup (1)
    
    $
    86,900
    
    
    
    6.2
    %
    
    $
    170,002
    
    
    
    7.2
    %Securitization financing  2004-A securitization
    
    
    92,528
    
    
    
    5.9
    %
    
    
    104,871
    
    
    
    5.7
    %Securitization financing  2004-B securitization
    
    
    93,057
    
    
    
    5.9
    %
    
    
    106,089
    
    
    
    5.7
    %Securitization financing  2005-A securitization
    
    
    105,299
    
    
    
    5.5
    %
    
    
    118,918
    
    
    
    5.4
    %Securitization financing  2005-B securitization
    
    
    115,469
    
    
    
    5.9
    %
    
    
    128,903
    
    
    
    5.8
    %Securitization financing  2006-A securitization
    
    
    164,515
    
    
    
    6.7
    %
    
    
    181,267
    
    
    
    6.0
    %Securitization financing  2007-A securitization
    
    
    167,945
    
    
    
    6.5
    %
    
    
    119,196
    
    
    
    5.9
    %Securitization financing  2007-B securitization
    
    
    122,577
    
    
    
    7.0
    %
    
    
    26,561
    
    
    
    6.9
    %Repurchase agreements  Citigroup
    
    
    5,022
    
    
    
    5.1
    %
    
    
    20,811
    
    
    
    6.1
    %Notes payable  related party (2)
    
    
    30,106
    
    
    
    18.1
    %
    
    
    4,433
    
    
    
    12.9
    %Notes payable  servicing advances (3)
    
    
    
    
    
    
    
    
    
    
    129
    
    
    
    14.0
    %
 
 (1)
    
    Included facility fees. This facility was paid off in full and terminated in April
2008.(2)
    
    Includes the amortization of the fair value of the related stock purchase warrants.(3)
    
    Includes non-use fees. This facility was paid off in full and terminated in September
2007. 12




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
  Note 7  Share-Based Compensation Plan
  Note 8  Derivative Instruments and Hedging Activity
    13




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##### Table of Contents



Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Cash Flow Hedge Instruments
    14




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Derivatives Not Designated as Hedge Instruments
  Note 9  Fair Value Measurements
      15




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
  June 30, 2008Fair Value Measurement UsingAssets/Liabilities at FairLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    ValueAssetsDerivative assets
    
    $
    
    
    
    $
    93
    
    
    $
    
    
    
    $
    93Total assets
    
    $
    
    
    
    $
    93
    
    
    $
    
    
    
    $
    93LiabilitiesDerivative liabilities
    
    $
    
    
    
    $
    18,217
    
    
    $
    
    
    
    $
    18,217Total liabilities
    
    $
    
    
    
    $
    18,217
    
    
    $
    
    
    
    $
    18,217
 
  Note 10  Going Concern
    16




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##### Table of Contents



Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
  Note 11  Discontinued Operations
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    4,021
    
    
    $
    3,957
    
    
    $
    8,556
    
    
    $
    8,344Pre-tax income
    
    $
    993
    
    
    $
    1,299
    
    
    $
    3,129
    
    
    $
    3,078Income tax expense (benefit)
    
    
    (13
    )
    
    
    (4
    )
    
    
    
    
    
    
    8Income from discontinued
operations, net of income
taxes
    
    $
    1,006
    
    
    $
    1,303
    
    
    $
    3,129
    
    
    $
    3,070
  June 30, 2008
    
    
    December 31, 2007Servicing advances
    
    $
    5,285
    
    
    $
    6,298Servicing rights
    
    
    1,991
    
    
    
    2,146Furniture, fixtures and equipment, net
    
    
    1,225
    
    
    
    1,373$
    8,501
    
    
    $
    9,817
 17




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##### Table of Contents



Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 12  Subsequent Events
 Sale of Servicing Platform Assets
    ,
 Sale of Origination Platform Assets
  18




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
    
    the risk that the inability to raise additional capital to meet our existing debt
obligations could threaten our ability to continue as a going concern;
    
    the performance of our manufactured housing loans;
    
    our ability to borrow at favorable rates and terms;
    
    conditions in the asset-backed securities market generally and the manufactured housing
asset-backed securities market specifically, including rating agencies views on the
manufactured housing industry;
    
    the supply of manufactured housing loans;
    
    interest rate levels and changes in the yield curve (which is the curve formed by the
differing Treasury rates paid on one, two, three, five, ten and thirty year term debt);
    
    our ability to use hedging strategies to insulate our exposure to changing interest
rates;
    
    changes in, and the costs associated with complying with, federal, state and local
regulations, including consumer finance and housing regulations;
    
    applicable laws, including federal income tax laws;
    
    general economic conditions in the markets in which we operate;
   Overview
  19




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Recent Developments
      
    
    In February 2008, to satisfy our warehouse lender, we sold an asset-backed bond for
$22.5 million, in order to fully pay off $19.6 million of repurchase agreements secured by
this bond and three other bonds that we continue to hold.
    
    On March 13, 2008, because of the absence of a profitable exit in the securitization
market and reduced pricing in the whole loan market, we suspended originating loans for our
own account.
    
    Because of the unavailability of a profitable financing in the securitization market,
on March 14, 2008, we sold our portfolio of approximately $174.6 million in aggregate
principal balance of unsecuritized loans with a carrying value of approximately $175.7
million for approximately $155.0 million.
    
    We used the proceeds from the loan sale primarily to pay off the outstanding loan
balance of approximately $146.4 million on our warehouse credit facility, which expired on
March 14, 2008.
    
    On April 8, 2008 we completed a $46.0 million secured financing transaction with a
related party. The proceeds from this financing and other funds were used to pay off the
outstanding balance of approximately $46.7 million on our supplemental advance credit
facility which would have expired on June 13, 2008. The facility was terminated on April
8, 2008.
 20




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 
    
    On April 30, 2008 we entered into an agreement for the sale of our servicing platform
assets to Green Tree. The transaction was approved by our stockholders as part of an Asset
Disposition and Management Plan at our annual meeting of stockholders held on June 25,
2008. On July 1, 2008, we completed the sale of our servicing platform assets to Green Tree
for an estimated $36.9 million, which was subsequently adjusted
downward to $36.7 million on July
31, 2008, pursuant to the terms of the purchase agreement. The proceeds were used to repay approximately $28.0 million in related party
debt. (See Note 12  Subsequent Event)
    
    On July 31, 2008, we completed a sale of certain assets of our loan origination and
insurance business to a newly formed venture, the managing member of which is a wholly
owned affiliate of ManageAmerica, a nationally recognized provider of services to the
manufactured housing industry.
    
    As a result of the developments discussed above, we have decreased our workforce by 81%
since December 31, 2007.
  Going Concern
  Critical Accounting Policies
    21




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
 Comparison of the three months ended June 30, 2008 and 2007
 Net Income
  Net Interest Income
    2008 (1)
    
    
    2007 (1)Average
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    RateInterest earning assets:Manufactured housing loans (2)
    
    $
    1,001,273
    
    
    $
    20,208
    
    
    
    8.07
    %
    
    $
    1,051,994
    
    
    $
    21,364
    
    
    
    8.12
    %Investment securities
    
    
    9,675
    
    
    
    321
    
    
    
    13.27
    %
    
    
    41,254
    
    
    
    962
    
    
    
    9.33
    %Other interest earning assets
    
    
    21,598
    
    
    
    94
    
    
    
    1.74
    %
    
    
    20,033
    
    
    
    258
    
    
    
    5.15
    %Total
    
    $
    1,032,546
    
    
    $
    20,623
    
    
    
    7.99
    %
    
    $
    1,113,281
    
    
    $
    22,584
    
    
    
    8.11
    %Interest bearing liabilities (3):Loan funding facilities
    
    $
    861,756
    
    
    $
    13,790
    
    
    
    6.40
    %
    
    $
    929,909
    
    
    $
    13,723
    
    
    
    5.90
    %Repurchase agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,478
    
    
    
    360
    
    
    
    6.13
    %Other interest bearing liabilities (4)
    
    
    45,569
    
    
    
    2,253
    
    
    
    19.78
    %
    
    
    146
    
    
    
    6
    
    
    
    16.44
    %Total
    
    $
    907,325
    
    
    $
    16,043
    
    
    
    7.07
    %
    
    $
    953,533
    
    
    $
    14,089
    
    
    
    5.91
    %Net interest income and interest rate
spread
    
    
    
    
    
    $
    4,580
    
    
    
    0.92
    %
    
    
    
    
    
    $
    8,495
    
    
    
    2.20
    %Net yield on average interest earning
assets (5)
    
    
    
    
    
    
    
    
    
    
    1.78
    %
    
    
    
    
    
    
    
    
    
    
    3.05
    %
 
 (1)
    
    Includes amounts for continuing and discontinued operations.(2)
    
    Net of loan servicing fees.(3)
    
    Included facility fees.(4)
    
    Included non-use fees and the amortization of the fair value of the related stock
purchase warrant.(5)
    
    Amount is calculated as net interest income divided by total average interest earning
assets. 22




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Volume
    
    
    Rate
    
    
    TotalInterest earning assets:Manufactured housing loans
    
    $
    (1,030
    )
    
    $
    (126
    )
    
    $
    (1,156
    )Investment securities
    
    
    (736
    )
    
    
    95
    
    
    
    (641
    )Other interest earning assets
    
    
    20
    
    
    
    (184
    )
    
    
    (164
    )Total interest income
    
    $
    (1,746
    )
    
    $
    (215
    )
    
    $
    (1,961
    )Interest bearing liabilities:Loan funding facilities
    
    $
    (1,006
    )
    
    $
    1,073
    
    
    $
    67Repurchase agreements
    
    
    (360
    )
    
    
    
    
    
    
    (360
    )Other interest bearing liabilities
    
    
    1,711
    
    
    
    536
    
    
    
    2,247Total interest expense
    
    $
    345
    
    
    $
    1,609
    
    
    $
    1,954Decrease in net interest income
    
    
    
    
    
    
    
    
    
    $
    (3,915
    )
 Provision for Losses
  Impairment of Purchased Loan Pool
  Non-interest Income
  Non-interest Expenses
   23




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
 Comparison of the six months ended June 30, 2008 and 2007
 Net Income
  Net Interest Income
    2008 (1)
    
    
    2007 (1)Average
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    RateInterest earning assets:Manufactured housing loans (2)
    
    $
    1,083,975
    
    
    $
    43,362
    
    
    
    8.00
    %
    
    $
    1,010,441
    
    
    $
    41,062
    
    
    
    8.13
    %Investment securities
    
    
    15,710
    
    
    
    970
    
    
    
    12.35
    %
    
    
    41,243
    
    
    
    1,913
    
    
    
    9.28
    %Other interest earning assets
    
    
    21,949
    
    
    
    257
    
    
    
    2.34
    %
    
    
    17,842
    
    
    
    432
    
    
    
    4.84
    %Total
    
    $
    1,121,634
    
    
    $
    44,589
    
    
    
    7.95
    %
    
    $
    1,069,526
    
    
    $
    43,407
    
    
    
    8.12
    %Interest bearing liabilities (3):Loan funding facilities
    
    $
    948,290
    
    
    $
    29,671
    
    
    
    6.26
    %
    
    $
    886,862
    
    
    $
    26,276
    
    
    
    5.93
    %Repurchase agreements
    
    
    5,022
    
    
    
    129
    
    
    
    5.14
    %
    
    
    23,530
    
    
    
    720
    
    
    
    6.12
    %Other interest bearing liabilities(4)
    
    
    30,106
    
    
    
    2,717
    
    
    
    18.05
    %
    
    
    181
    
    
    
    13
    
    
    
    14.36
    %Total
    
    $
    983,418
    
    
    $
    32,517
    
    
    
    6.61
    %
    
    $
    910,573
    
    
    $
    27,009
    
    
    
    5.93
    %Net interest income and interest
rate spread
    
    
    
    
    
    $
    12,072
    
    
    
    1.34
    %
    
    
    
    
    
    $
    16,398
    
    
    
    2.18
    %Net yield on average interest
earning assets (5)
    
    
    
    
    
    
    
    
    
    
    2.15
    %
    
    
    
    
    
    
    
    
    
    
    3.07
    %
 
 (1)
    
    Includes amounts for continuing and discontinued operations.(2)
    
    Net of loan servicing fees.(3)
    
    Included facility fees.(4)
    
    Included non-use fees and the amortization of the fair value of the related stock
purchase warrant.(5)
    
    Amount is calculated as net interest income divided by total average interest earning
assets. 24




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Volume
    
    
    Rate
    
    
    TotalInterest earning assets:Manufactured housing loans
    
    $
    2,988
    
    
    $
    (688
    )
    
    $
    2,300Investment securities
    
    
    (1,184
    )
    
    
    241
    
    
    
    (943
    )Other interest earning assets
    
    
    100
    
    
    
    (275
    )
    
    
    (175
    )Total interest income
    
    $
    1,904
    
    
    $
    (722
    )
    
    $
    1,182Interest bearing liabilities:Loan funding facilities
    
    $
    1,820
    
    
    $
    1,575
    
    
    $
    3,395Repurchase agreements
    
    
    (566
    )
    
    
    (25
    )
    
    
    (591
    )Other interest bearing liabilities
    
    
    2,116
    
    
    
    588
    
    
    
    2,704Total interest expense
    
    $
    3,370
    
    
    $
    2,138
    
    
    $
    5,508Decrease in net interest income
    
    
    
    
    
    
    
    
    
    $
    (4,326
    )
 Provision for Losses
  Impairment of Purchased Loan Pool
  Non-interest Income
  Non-interest Expenses
  25




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Receivable Portfolio and Asset Quality
    June 30, 2008
    
    December 31, 2007Number of loans receivable
    
    
    20,749
    
    
    
    24,416Average loan balance
    
    $
    48
    
    
    $
    49Weighted average loan coupon (1)
    
    
    9.45
    %
    
    
    9.45
    %Weighted average initial term
    
    20 years
    
    
    20 years
 
 (1)
    
    The weighted average loan coupon includes an imbedded servicing fee rate resulting from the
securitization of the loans that are accounted for as financings.  June 30, 2008
    
    December 31, 2007No. of
    
    Principal
    
    % of
    
    No. of
    
    Principal
    
    % ofDays delinquent
    
    Loans
    
    Balance
    
    Portfolio
    
    Loans
    
    Balance
    
    Portfolio31- 60
    
    
    258
    
    
    $
    9,954
    
    
    
    1.0
    %
    
    
    268
    
    
    $
    9,451
    
    
    
    0.8
    %61- 90
    
    
    103
    
    
    
    3,615
    
    
    
    0.4
    %
    
    
    84
    
    
    
    3,496
    
    
    
    0.3
    %Greater than 90
    
    
    185
    
    
    
    8,373
    
    
    
    0.8
    %
    
    
    170
    
    
    
    7,484
    
    
    
    0.6
    %
   26




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Liquidity and Capital Resources
    27




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
      28




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  29




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
    Expected Maturity0 to 3
    
    
    4 to 12
    
    
    1 to 5
    
    
    Over 5months
    
    
    months
    
    
    years
    
    
    years
    
    
    TotalAssetsCash and equivalents
    
    $
    7,773
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    7,773Restricted cash
    
    
    15,507
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,507Investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,763
    
    
    
    9,763Loans receivable, net
    
    
    24,862
    
    
    
    109,754
    
    
    
    451,017
    
    
    
    403,634
    
    
    
    989,267Furniture, fixtures and equipment, net
    
    
    80
    
    
    
    249
    
    
    
    665
    
    
    
    
    
    
    
    994Repossessed houses
    
    
    2,618
    
    
    
    2,617
    
    
    
    
    
    
    
    
    
    
    
    5,235Assets held for sale
    
    
    8,501
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,501Other assets
    
    
    2,592
    
    
    
    2,982
    
    
    
    3,500
    
    
    
    5,856
    
    
    
    14,930Total assets
    
    $
    61,933
    
    
    $
    115,602
    
    
    $
    455,182
    
    
    $
    419,253
    
    
    $
    1,051,970Liabilities and Stockholders EquitySecuritization financing
    
    $
    30,407
    
    
    $
    88,532
    
    
    $
    339,669
    
    
    $
    367,152
    
    
    $
    825,760Notes payable  related party
    
    
    15,000
    
    
    
    
    
    
    
    45,208
    
    
    
    
    
    
    
    60,208Other liabilities
    
    
    20,813
    
    
    
    479
    
    
    
    1,363
    
    
    
    18,765
    
    
    
    41,420Total liabilities
    
    
    66,220
    
    
    
    89,011
    
    
    
    386,240
    
    
    
    385,917
    
    
    
    927,388Preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125
    
    
    
    125Common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    260
    
    
    
    260Additional paid-in-capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225,626
    
    
    
    225,626Accumulated other comprehensive loss
    
    
    (5
    )
    
    
    37
    
    
    
    152
    
    
    
    (18,009
    )
    
    
    (17,825
    )Distributions in excess of earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (83,604
    )
    
    
    (83,604
    )Total stockholders equity
    
    
    (5
    )
    
    
    37
    
    
    
    152
    
    
    
    124,398
    
    
    
    124,582Total liabilities and stockholders equity
    
    $
    66,215
    
    
    $
    89,048
    
    
    $
    386,392
    
    
    $
    510,315
    
    
    $
    1,051,970Interest sensitivity gap
    
    $
    (4,282
    )
    
    $
    26,554
    
    
    $
    68,790
    
    
    $
    (91,062
    )Cumulative interest sensitivity gap
    
    $
    (4,282
    )
    
    $
    22,272
    
    
    $
    91,062
    
    
    
    Cumulative interest sensitivity gap to total assets
    
    
    (0.41
    )%
    
    
    2.12
    %
    
    
    8.66
    %
    
    
    
   30




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
     Interest Rate SensitivityThere-2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    after
    
    
    TotalInterest sensitive assetsInterest bearing deposits
    
    $
    21,949
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    21,949Average interest rate
    
    
    2.34
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.34
    %Investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,763
    
    
    
    9,763Average interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12.35
    %
    
    
    12.35
    %Loans receivable, net
    
    
    61,875
    
    
    
    142,902
    
    
    
    128,840
    
    
    
    113,782
    
    
    
    100,154
    
    
    
    441,714
    
    
    
    989,267Average interest rate
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %Derivative asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93
    
    
    
    93Average interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.26
    %
    
    
    5.26
    %Total interest sensitive
assets
    
    $
    83,824
    
    
    $
    142,902
    
    
    $
    128,840
    
    
    $
    113,782
    
    
    $
    100,154
    
    
    $
    451,570
    
    
    $
    1,021,072Interest sensitive
liabilitiesSecuritization financing
    
    
    63,414
    
    
    
    115,332
    
    
    
    97,294
    
    
    
    83,223
    
    
    
    71,034
    
    
    
    395,463
    
    
    
    825,760Average interest rate
    
    
    6.27
    %
    
    
    6.27
    %
    
    
    6.27
    %
    
    
    6.27
    %
    
    
    6.27
    %
    
    
    6.27
    %
    
    
    6.27
    %Notes payable  related
party
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    45,208
    
    
    
    
    
    
    
    
    
    
    
    60,208Average interest rate (1)
    
    
    18.05
    %
    
    
    
    
    
    
    
    
    
    
    18.05
    %
    
    
    
    
    
    
    
    
    
    
    18.05
    %Derivative liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,217
    
    
    
    18,217Average interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.28
    %
    
    
    5.28
    %Total interest sensitive
liabilities
    
    $
    78,414
    
    
    $
    115,332
    
    
    $
    97,294
    
    
    $
    128,431
    
    
    $
    71,034
    
    
    $
    413,680
    
    
    $
    904,185
 
 (1)
    
    Includes the amortization of the fair value of the related stock purchase warrant. 31




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##### Table of Contents



Item 4. Controls and Procedures
   32




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##### Table of Contents



PART II            OTHER INFORMATION
 
 ITEM 4. Submission of Matters to a Vote of Security Holders
  Charter Amendment
  Proposal
    
    Votes For
    
    Votes Against
    
    Abstentions
    
    Broker Non-VotesAdoption of the
Amendment to the
Second Amended and
Restated
Certificate of
Incorporation
    
    
    19,929,797
    
    
    
    35,232
    
    
    
    12,081
    
    
    
    3,132,686
 Asset Disposition and Management Plan
  Proposal
    
    Votes For
    
    Votes Against
    
    Abstentions
    
    Broker Non-VotesAdoption of the
Asset Disposition
and Management Plan
    
    
    17,666,843
    
    
    
    2,297,067
    
    
    
    13,200
    
    
    
    3,132,686
 Election of Directors
  Nominee
    
    Votes For
    
    Votes WithheldPaul A. Halpern
    
    
    23,018,947
    
    
    
    74,224Ronald A. Klein
    
    
    23,017,947
    
    
    
    75,224Richard H. Rogel
    
    
    23,018,947
    
    
    
    74,224Robert S. Sher
    
    
    23,017,947
    
    
    
    75,224Gary A. Shiffman
    
    
    23,018,947
    
    
    
    74,224Michael J. Wechsler
    
    
    23,018,947
    
    
    
    74,224
 33




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##### Table of Contents



ITEM 6. Exhibits
  
 EXHIBIT INDEX
 Exhibit No.
    
    Description
    
    Method of Filing2.1
    
    Asset Disposition and Management Plan
    
    (1)3.1
    
    Certificate
of Amendment of Second Amended and Restated Certificate of
Incorporation of Origen Financial, Inc.
    
    (1)4.1
    
    Stock
Purchase Warrant dated April 8, 2008 issued by Origen Financial, Inc.
in favor of the William M. Davidson
Trust u/a/d 12/13/04
    
    (2)4.2
    
    Registration
Rights Agreement dated April 8, 2008 between Origen Financial,
Inc. and the William M. Davidson Trust
u/a/d 12/13/04
    
    (2)10.1
    
    Senior
Secured Loan Agreement dated April 8, 2008 between Origen Financial
L.L.C. and the William M. Davidson
Trust u/a/d 12/13/04
    
    (2)10.2
    
    Senior
Secured Promissory Note in the original principal amount of
$46,000,000 dated April 8, 2008 issued
by Origen Financial L.L.C. in favor of
the William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.3
    
    Amended and
Restated Guaranty dated April 8, 2008 issued by Origen
Financial, Inc., Origen Servicing, Inc.
and Origen Securitization Company, LLC
in favor of the William M. Davidson
Trust u/a/d 12/13/04
    
    (2)10.4
    
    Amended and
Restated Security Agreement dated April 8, 2008 among Origen
Financial L.L.C., Origen Financial,
Inc., Origen Servicing, Inc., Origen
Securitization Company, LLC and the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.5
    
    Membership
Pledge Agreement dated April 8, 2008 between Origen
Securitization Company, LLC and the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.6
    
    Stock and
Membership Pledge Agreement dated April 8, 2008 between Origen
Financial L.L.C. and the William M.
Davidson Trust u/a/d 12/13/04
    
    (2)10.7
    
    Membership
Pledge Agreement dated April 8, 2008 between Origen Financial,
Inc. and the William M. Davidson Trust
u/a/d 12/13/04
    
    (2)10.8
    
    Amended and
Restated Senior Secured Loan Agreement dated April 8, 2008
between Origen Financial L.L.C. and the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.9
    
    Amended and
Restated Senior Secured Promissory Note in the original
principal amount of $10,000,000 dated
April 8, 2008 issued by Origen
Financial L.L.C. in favor of the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.10
    
    Amended and
Restated Senior Secured Promissory Note in the original
principal amount of $5,000,000 dated
April 8, 2008 issued by Origen
Financial L.L.C. in favor of the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)
 34




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##### Table of Contents



Exhibit No.
    
    Description
    
    Method of Filing10.11
    
    Asset Purchase
Agreement dated April 30, 2008, by and among Origen
Financial, Inc., Origen Servicing,
Inc., Origen Financial, L.L.C. and
Green Tree Servicing LLC
    
    (3)10.12
    
    Voting
Agreement, dated as of April 30, 2008, by and among GTH LLC, and the
Persons set forth on Schedule I
attached to the agreement
    
    (3)31.1
    
    Certification
of Chief Executive Officer Required by Rule 13a-14(a) of
the Securities Exchange Act of 1934, as
amended.
    
    (4)31.2
    
    Certification
of Chief Financial Officer Required by Rule 13a-14(a) of
the Securities Exchange Act of 1934, as
amended.
    
    (4)32.1
    
    Certification
of Chief Executive Officer and Chief Financial Officer
Required by Rule 13a-14(b) of the
Securities Exchange Act of 1934, as
amended.
    
    (4)
 
 (1)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K
dated July 1, 2008.(2)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K
dated April 8, 2008.(3)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K
dated April 30, 2008.(4)
    
    Filed herewith. 35




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##### Table of Contents



SIGNATURES
   ORIGEN FINANCIAL, INC.BY:
/s/ W. Anderson Geater, Jr.W. Anderson Geater, Jr., ChiefFinancial Officer and Secretary
(Duly authorized officer and principal financial officer) 36




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##### Table of Contents



ORIGEN FINANCIAL, INC.
EXHIBIT INDEX
 Exhibit No.
    
    Description
    
    Method of Filing2.1
    
    Asset Disposition and Management Plan
    
    (1)3.1
    
    Certificate
of Amendment of Second Amended and Restated Certificate of
Incorporation of Origen Financial, Inc.
    
    (1)4.1
    
    Stock
Purchase Warrant dated April 8, 2008 issued by Origen Financial, Inc.
in favor of the William M. Davidson
Trust u/a/d 12/13/04
    
    (2)4.2
    
    Registration
Rights Agreement dated April 8, 2008 between Origen Financial,
Inc. and the William M. Davidson Trust
u/a/d 12/13/04
    
    (2)10.1
    
    Senior
Secured Loan Agreement dated April 8, 2008 between Origen Financial
L.L.C. and the William M. Davidson
Trust u/a/d 12/13/04
    
    (2)10.2
    
    Senior
Secured Promissory Note in the original principal amount of
$46,000,000 dated April 8, 2008 issued
by Origen Financial L.L.C. in favor of
the William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.3
    
    Amended and
Restated Guaranty dated April 8, 2008 issued by Origen
Financial, Inc., Origen Servicing, Inc.
and Origen Securitization Company, LLC
in favor of the William M. Davidson
Trust u/a/d 12/13/04
    
    (2)10.4
    
    Amended and
Restated Security Agreement dated April 8, 2008 among Origen
Financial L.L.C., Origen Financial,
Inc., Origen Servicing, Inc., Origen
Securitization Company, LLC and the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.5
    
    Membership
Pledge Agreement dated April 8, 2008 between Origen
Securitization Company, LLC and the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.6
    
    Stock and
Membership Pledge Agreement dated April 8, 2008 between Origen
Financial L.L.C. and the William M.
Davidson Trust u/a/d 12/13/04
    
    (2)10.7
    
    Membership
Pledge Agreement dated April 8, 2008 between Origen Financial,
Inc. and the William M. Davidson Trust
u/a/d 12/13/04
    
    (2)10.8
    
    Amended and
Restated Senior Secured Loan Agreement dated April 8, 2008
between Origen Financial L.L.C. and the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.9
    
    Amended and
Restated Senior Secured Promissory Note in the original
principal amount of $10,000,000 dated
April 8, 2008 issued by Origen
Financial L.L.C. in favor of the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.10
    
    Amended and
Restated Senior Secured Promissory Note in the original
principal amount of $5,000,000 dated
April 8, 2008 issued by Origen
Financial L.L.C. in favor of the
William M. Davidson Trust u/a/d
12/13/04
    
    (2)10.11
    
    Asset
Purchase Agreement dated April 30, 2008, by and among Origen
Financial, Inc., Origen Servicing,
Inc., Origen Financial, L.L.C. and
Green Tree Servicing LLC
    
    (3)
 37




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##### Table of Contents



Exhibit No.
    
    Description
    
    Method of Filing10.12
    
    Voting
Agreement, dated as of April 30, 2008, by and among GTH LLC, and the
Persons set forth on Schedule I
attached to the agreement
    
    (3)31.1
    
    Certification
of Chief Executive Officer Required by Rule 13a-14(a) of
the Securities Exchange Act of 1934, as
amended.
    
    (4)31.2
    
    Certification
of Chief Financial Officer Required by Rule 13a-14(a) of
the Securities Exchange Act of 1934, as
amended.
    
    (4)32.1
    
    Certification
of Chief Executive Officer and Chief Financial Officer
Required by Rule 13a-14(b) of the
Securities Exchange Act of 1934, as
amended.
    
    (4)
 
 (1)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K
dated July 1, 2008.(2)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K
dated April 8, 2008.(3)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K
dated April 30, 2008.(4)
    
    Filed herewith. 38