##### 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 March 31, 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
  o þ o o
  o þ




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##### 



Origen Financial, Inc.
Index
 PagePart I Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets  as of March 31, 2008 and
December 31, 2007
    
    
    3Consolidated Statements of Operations for the three months
ended March 31, 2008 and 2007
    
    
    4Consolidated Statements of Comprehensive Income for the three months
ended March 31, 2008 and 2007
    
    
    5Consolidated Statements of Cash Flows for the three months
ended March 31, 2008 and 2007
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    29Part II Other InformationItem 6. Exhibits
    
    
    30Signatures
    
    
    32Certification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of CEO and CFO
  2




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Part I. Financial Information
 
 Item 1. Financial Statements
 Origen Financial, Inc.
 
 Consolidated Balance Sheets
As of March 31, 2008 and December 31, 2007
(In thousands, except share data)
 March 31, 2008
    
    
    December 31, 2007(Unaudited)ASSETSAssetsCash and cash equivalents
    
    $
    4,477
    
    
    $
    10,791Restricted cash
    
    
    15,253
    
    
    
    16,290Investments
    
    
    9,781
    
    
    
    32,393Loans receivable, held-for-investment, net
of allowance for loan losses of $8,184 and
$7,882 at March 31, 2008 and December 31,
2007, respectively
    
    
    1,019,773
    
    
    
    1,193,916Loans held-for-sale
    
    
    5,246
    
    
    
    Servicing advances
    
    
    5,731
    
    
    
    6,298Servicing rights
    
    
    2,069
    
    
    
    2,146Furniture, fixtures and equipment, net
    
    
    3,086
    
    
    
    2,974Repossessed houses
    
    
    5,406
    
    
    
    4,981Other assets
    
    
    14,554
    
    
    
    14,412Total assets
    
    $
    1,085,376
    
    
    $
    1,284,201LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesWarehouse financing
    
    $
    46,470
    
    
    $
    173,072Securitization financing
    
    
    858,507
    
    
    
    884,650Repurchase agreements
    
    
    
    
    
    
    17,653Notes payable  related party
    
    
    14,739
    
    
    
    14,593Other liabilities
    
    
    56,270
    
    
    
    45,848Total liabilities
    
    
    975,986
    
    
    
    1,135,816Stockholders EquityPreferred stock, $.01 par value, 10,000,000
shares authorized; 125 shares issued and
outstanding at March 31, 2008 and December
31, 2007; $1,000 per share liquidation
preference
    
    
    125
    
    
    
    125Common stock, $.01 par value, 125,000,000
shares authorized; 26,005,415 and 26,015,275
shares issued and outstanding at March 31,
2008 and December 31, 2007, respectively
    
    
    260
    
    
    
    260Additional paid-in-capital
    
    
    222,215
    
    
    
    221,842Accumulated other comprehensive loss
    
    
    (34,388
    )
    
    
    (20,012
    )Distributions in excess of earnings
    
    
    (78,822
    )
    
    
    (53,830
    )Total stockholders equity
    
    
    109,390
    
    
    
    148,385Total liabilities and stockholders equity
    
    $
    1,085,376
    
    
    $
    1,284,201
 The accompanying notes are an integral part of these financial statements.
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Origen Financial, Inc.
 
 Consolidated Statements of Operations (Unaudited)
For the three months ended March 31, 2008 and 2007
(In thousands, except share data)
 2008
    
    
    2007Interest IncomeTotal interest income
    
    $
    23,966
    
    
    $
    20,824Total interest expense
    
    
    16,474
    
    
    
    12,920Net interest income before loan losses and impairment
    
    
    7,492
    
    
    
    7,904Provision for loan losses
    
    
    3,030
    
    
    
    1,788Impairment of purchased loan pool
    
    
    248
    
    
    
    Net interest income after loan losses and impairment
    
    
    4,214
    
    
    
    6,116Non-interest Income (Loss)Servicing income
    
    
    4,869
    
    
    
    4,152Losses on sales of loans
    
    
    (21,659
    )
    
    
    Other
    
    
    (3,117
    )
    
    
    741Total non-interest income (loss)
    
    
    (19,907
    )
    
    
    4,893Non-interest ExpensesPersonnel
    
    
    5,873
    
    
    
    6,546Loan origination and servicing
    
    
    456
    
    
    
    481State business taxes
    
    
    196
    
    
    
    70Other operating
    
    
    2,728
    
    
    
    2,195Total non-interest expense
    
    
    9,253
    
    
    
    9,292Net income (loss) before income taxes
    
    
    (24,946
    )
    
    
    1,717Income tax expense
    
    
    46
    
    
    
    12NET INCOME (LOSS)
    
    $
    (24,992
    )
    
    $
    1,705Weighted average common shares outstanding, basic
    
    
    25,409,874
    
    
    
    25,209,207Weighted average common shares outstanding, diluted
    
    
    25,409,874
    
    
    
    25,291,465Earnings (loss) per common share:Basic
    
    $
    (0.98
    )
    
    $
    0.07Diluted
    
    $
    (0.98
    )
    
    $
    0.07
 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)
For the three months ended March 31, 2008 and 2007
(In thousands)
 2008
    
    
    2007Net income (loss)
    
    $
    (24,992
    )
    
    $
    1,705Other comprehensive loss:Net unrealized losses on interest rate swaps
    
    
    (18,548
    )
    
    
    (642
    )Reclassification adjustment for net realized (gains)
losses included in net income (loss)
    
    
    4,172
    
    
    
    (21
    )Total other comprehensive loss
    
    
    (14,376
    )
    
    
    (663
    )Comprehensive income (loss)
    
    $
    (39,368
    )
    
    $
    1,042
 The accompanying notes are an integral part of these financial statements.
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Origen Financial, Inc.
 
 Consolidated Statements of Cash Flows (Unaudited)
For the three months ended March 31, 2008 and 2007
(In thousands)
 2008
    
    
    2007Cash Flows From Operating ActivitiesNet income (loss)
    
    $
    (24,992
    )
    
    $
    1,705Adjustments to reconcile net income (loss) to cash provided by
operating activities:Provision for loan losses
    
    
    3,030
    
    
    
    1,788Impairment of purchased loan pool
    
    
    248
    
    
    
    Depreciation and amortization
    
    
    1,591
    
    
    
    1,335Compensation expense recognized under share-based compensation plans
    
    
    373
    
    
    
    392Proceeds from loan sales
    
    
    156,878
    
    
    
    Losses on loan sales
    
    
    21,659
    
    
    
    Decrease in servicing advances
    
    
    567
    
    
    
    1,654Increase in other assets
    
    
    (875
    )
    
    
    (6,278
    )Increase in accounts payable and other liabilities
    
    
    269
    
    
    
    785Net cash provided by operating activities
    
    
    158,748
    
    
    
    1,381Cash Flows From Investing Activities(Increase) decrease in restricted cash
    
    
    1,037
    
    
    
    (667
    )Proceeds from sale of investments
    
    
    22,400
    
    
    
    Originations and purchases of loans
    
    
    (40,698
    )
    
    
    (81,285
    )Principal collections on loans
    
    
    24,313
    
    
    
    22,295Proceeds from sale of repossessed houses
    
    
    2,930
    
    
    
    2,471Capital expenditures
    
    
    (419
    )
    
    
    (213
    )Net cash provided by (used in) investing activities
    
    
    9,563
    
    
    
    (57,399
    )Cash Flows From Financing ActivitiesPayment upon termination of hedging transaction
    
    
    (4,198
    )
    
    
    Repayment of securitization financing
    
    
    (26,172
    )
    
    
    (22,257
    )Proceeds from advances under repurchase agreements
    
    
    1,888
    
    
    
    Repayment of advances under repurchase agreements
    
    
    (19,541
    )
    
    
    Proceeds from warehouse financing
    
    
    30,800
    
    
    
    78,982Repayment of warehouse financing
    
    
    (157,402
    )
    
    
    (1,115
    )Change in notes payable  servicing advances, net
    
    
    
    
    
    
    (1,493
    )Net cash provided by (used in) financing activities
    
    
    (174,625
    )
    
    
    54,117NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (6,314
    )
    
    
    (1,901
    )Cash and cash equivalents, beginning of period
    
    
    10,791
    
    
    
    2,566Cash and cash equivalents, end of period
    
    $
    4,477
    
    
    $
    665Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    15,919
    
    
    $
    12,713Cash paid for income taxes
    
    $
    55
    
    
    $
    25Non cash financing activities:Loans transferred to repossessed houses and held for sale
    
    $
    4,847
    
    
    $
    5,163
 The accompanying notes are an integral part of these financial statements.
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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
  7




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 3  Per Share Data
  2008
    
    
    2007Numerator:Net income (loss)
    
    $
    (24,992
    )
    
    $
    1,705Preferred stock dividends
    
    
    (4
    )
    
    
    (4
    )Income (loss) available to common shareholders, basic
    
    $
    (24,996
    )
    
    $
    1,701Income (loss) available to common shareholders, diluted
    
    $
    (24,996
    )
    
    $
    1,701Denominator:Weighted average basic common shares outstanding
    
    
    25,410
    
    
    
    25,209Effect of dilutive securities:Incremental shares  non-vested stock awards
    
    
    
    
    
    
    82Weighted average diluted common shares outstanding
    
    
    25,410
    
    
    
    25,291Basic earnings (loss) per share
    
    $
    (0.98
    )
    
    $
    0.07Diluted earnings (loss) per share
    
    $
    (0.98
    )
    
    $
    0.07
    Note 4  Investments
  8




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Investments Accounted for Under the Provisions of SFAS No. 115
  Investments Accounted for Under the Provisions of SOP 03-3
  Note 5  Loans Receivable, Held-For-Investment
  March 31, 2008
    
    
    December 31, 2007Manufactured housing loans  securitized
    
    $
    1,023,705
    
    
    $
    1,051,015Manufactured housing loans  unsecuritized
    
    
    
    
    
    
    144,926Accrued interest receivable
    
    
    5,139
    
    
    
    5,608Deferred loan origination costs
    
    
    3,600
    
    
    
    5,612Discount on purchased loans
    
    
    (3,326
    )
    
    
    (4,450
    )Allowance for purchased loans
    
    
    (1,161
    )
    
    
    (913
    )Allowance for loan loss
    
    
    (8,184
    )
    
    
    (7,882
    )$
    1,019,773
    
    
    $
    1,193,916
  2008
    
    
    2007Balance at beginning of period
    
    $
    7,882
    
    
    $
    8,456Provision for loan losses
    
    
    3,030
    
    
    
    1,788Transfers to loans held-for-sale
    
    
    (313
    )
    
    
    Gross charge-offs
    
    
    (5,552
    )
    
    
    (5,658
    )Recoveries
    
    
    3,137
    
    
    
    2,967Balance at end of period
    
    $
    8,184
    
    
    $
    7,553
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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
  No. of
    
    Principal
    
    % ofDays delinquent
    
    Loans
    
    Balance
    
    Portfolio31-60
    
    
    75
    
    
    $
    2,690
    
    
    
    2.4
    %61-90
    
    
    21
    
    
    
    800
    
    
    
    0.7
    %Greater than 90
    
    
    73
    
    
    
    3,038
    
    
    
    2.7
    %
 Note 6  Debt
  March 31, 2008
    
    
    December 31, 2007Warehouse financing
    
    $
    46,470
    
    
    $
    173,072Securitization financing
    
    
    858,507
    
    
    
    884,650Repurchase agreements
    
    
    
    
    
    
    17,653Notes payable  related party
    
    
    14,739
    
    
    
    14,593$
    919,716
    
    
    $
    1,089,968
 Warehouse Financing  Citigroup
  Securitization Financing  2004-A Securitization
  Securitization Financing  2004-B Securitization
  10




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Securitization Financing  2005-A Securitization
  Securitization Financing  2005-B Securitization
  Securitization Financing  2006-A Securitization
  Securitization Financing  2007-A Securitization
  Securitization Financing  2007-B Securitization
  11




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Repurchase Agreements  Citigroup
  Notes Payable  Related Party
   March 31, 2008
    
    December 31, 2007Average
    
    Average
    
    Average
    
    AverageBalance
    
    Rate
    
    Balance
    
    RateWarehouse financing  Citigroup (1)
    
    $
    158,991
    
    
    
    5.6
    %
    
    $
    170,002
    
    
    
    7.2
    %Securitization financing  2004-A securitization
    
    
    94,357
    
    
    
    5.9
    %
    
    
    104,871
    
    
    
    5.7
    %Securitization financing  2004-B securitization
    
    
    95,013
    
    
    
    5.8
    %
    
    
    106,089
    
    
    
    5.7
    %Securitization financing  2005-A securitization
    
    
    107,260
    
    
    
    5.5
    %
    
    
    118,918
    
    
    
    5.4
    %Securitization financing  2005-B securitization
    
    
    117,196
    
    
    
    5.9
    %
    
    
    128,903
    
    
    
    5.8
    %Securitization financing  2006-A securitization
    
    
    167,701
    
    
    
    6.7
    %
    
    
    181,267
    
    
    
    6.0
    %Securitization financing  2007-A securitization
    
    
    170,215
    
    
    
    6.4
    %
    
    
    119,196
    
    
    
    5.9
    %Securitization financing  2007-B securitization
    
    
    124,090
    
    
    
    7.0
    %
    
    
    26,561
    
    
    
    6.9
    %Repurchase agreements  Citigroup
    
    
    10,045
    
    
    
    5.1
    %
    
    
    20,811
    
    
    
    6.1
    %Notes payable  related party (2)
    
    
    14,643
    
    
    
    12.7
    %
    
    
    4,433
    
    
    
    12.9
    %Notes payable  servicing advances (3)
    
    
    
    
    
    
    
    
    
    
    129
    
    
    
    14.0
    %
 
 (1)
    
    Included facility fees.(2)
    
    Includes the amortization of the fair value of the related stock purchase warrants.(3)
    
    Includes non-use fees.  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
    Cash Flow Hedge Instruments
  13




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
   Derivatives Not Designated as Hedge Instruments
  Note 9  Fair Value Measurements
      14




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
  March 31, 2008Assets/Fair Value Measurement Using
    
    
    Liabilities at FairLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    ValueAssetsDerivative assets
    
    $
    
    
    
    $
    168
    
    
    $
    
    
    
    $
    168Total assets
    
    $
    
    
    
    $
    168
    
    
    $
    
    
    
    $
    168LiabilitiesDerivative liabilities
    
    $
    
    
    
    $
    34,793
    
    
    $
    
    
    
    $
    34,793Total liabilities
    
    $
    
    
    
    $
    34,793
    
    
    $
    
    
    
    $
    34,793
   Note 10  Going Concern, Liquidity, Uncertainty and Managements Plans
    15




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
  Note 11  Subsequent Events
 Related Party Loans
     16




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
   Purchase
Agreement for the Sale of Servicing Platform Assets
   17




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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
  18




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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 others 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.
    
    On March 13, 2008, we decreased our work force by 16% to reduce costs that were
associated with 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.
    
    On April 18, 2008, we decreased our work force by another 10% to further reduce costs
that were associated with originating loans for our own account.
 19




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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. Proceeds from the planned sale will be used to fully pay off the $15
Million Loan and partially pay off the $46 Million Loan. Completion of the sale is
conditioned on approval by our stockholders, consents by third parties, including trustees
of securitization trusts and rating agencies, and customary closing conditions for
transactions of this type. We expect to present the proposed sale for approval at our
annual meeting of shareholders. There is no assurance that the
sale transaction will be completed.
  Going Concern
  Critical Accounting Policies
    20




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
 Comparison of the three months ended March 31, 2008 and 2007.
 Net Income
  Net Interest Income
    2008
    
    
    2007Average
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    RateInterest earning assets:Manufactured housing loans (1)
    
    $
    1,166,678
    
    
    $
    23,153
    
    
    
    7.94
    %
    
    $
    968,888
    
    
    $
    19,698
    
    
    
    8.13
    %Investment securities
    
    
    21,745
    
    
    
    649
    
    
    
    11.94
    %
    
    
    41,231
    
    
    
    951
    
    
    
    9.23
    %Other interest earning assets
    
    
    22,300
    
    
    
    164
    
    
    
    2.94
    %
    
    
    15,652
    
    
    
    175
    
    
    
    4.47
    %Total
    
    $
    1,210,723
    
    
    $
    23,966
    
    
    
    7.92
    %
    
    $
    1,025,771
    
    
    $
    20,824
    
    
    
    8.12
    %Interest bearing liabilities:Loan funding facilities (2)
    
    $
    1,034,824
    
    
    $
    15,881
    
    
    
    6.14
    %
    
    $
    843,336
    
    
    $
    12,553
    
    
    
    5.95
    %Repurchase agreements
    
    
    10,045
    
    
    
    129
    
    
    
    5.14
    %
    
    
    23,582
    
    
    
    360
    
    
    
    6.11
    %Other interest bearing liabilities (3)
    
    
    14,643
    
    
    
    464
    
    
    
    12.67
    %
    
    
    216
    
    
    
    7
    
    
    
    12.96
    %Total
    
    $
    1,059,512
    
    
    $
    16,474
    
    
    
    6.22
    %
    
    $
    867,134
    
    
    $
    12,920
    
    
    
    5.96
    %Net interest income and interest rate spread
    
    
    
    
    
    $
    7,492
    
    
    
    1.70
    %
    
    
    
    
    
    $
    7,904
    
    
    
    2.16
    %Net yield on average interest earning
assets (4)
    
    
    
    
    
    
    
    
    
    
    2.48
    %
    
    
    
    
    
    
    
    
    
    
    3.08
    %
 
 (1)
    
    Net of loan servicing fees.(2)
    
    Included facility fees.(3)
    
    Included non-use fees and the amortization of the fair value of the related stock
purchase warrant.(4)
    
    Amount is calculated as net interest income divided by total average interest earning
assets. 21




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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
    
    $
    4,021
    
    
    $
    (566
    )
    
    $
    3,455Investment securities
    
    
    (449
    )
    
    
    147
    
    
    
    (302
    )Other interest earning assets
    
    
    74
    
    
    
    (85
    )
    
    
    (11
    )Total interest income
    
    $
    3,646
    
    
    $
    (504
    )
    
    $
    3,142Interest bearing liabilities:Loan funding facilities
    
    $
    2,850
    
    
    $
    478
    
    
    $
    3,328Repurchase agreements
    
    
    (207
    )
    
    
    (24
    )
    
    
    (231
    )Other interest bearing liabilities
    
    
    468
    
    
    
    (11
    )
    
    
    457Total interest expense
    
    $
    3,111
    
    
    $
    443
    
    
    $
    3,554Decrease in net interest income
    
    
    
    
    
    
    
    
    
    $
    (412
    )
 Provision for Loan Losses
  Impairment of Purchased Loan Pool
  Non-interest Income
  Non-interest Expenses
   22




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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
    March 31, 2008
    
    December 31, 2007Number of loans receivable, held-for-investment
    
    
    21,208
    
    
    
    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.
  March 31, 2008
    
    December 31, 2007No. of
    
    Principal
    
    % of
    
    No. of
    
    Principal
    
    % ofDays delinquent
    
    Loans
    
    Balance
    
    Portfolio
    
    Loans
    
    Balance
    
    Portfolio31 60
    
    
    228
    
    
    $
    9,038
    
    
    
    0.9
    %
    
    
    248
    
    
    $
    9,451
    
    
    
    0.8
    %61 90
    
    
    87
    
    
    
    2,991
    
    
    
    0.3
    %
    
    
    86
    
    
    
    3,496
    
    
    
    0.3
    %Greater than 90
    
    
    154
    
    
    
    7,436
    
    
    
    0.7
    %
    
    
    131
    
    
    
    7,484
    
    
    
    0.6
    %
    23




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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
      24




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
      25




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
    26




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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
    
    $
    4,477
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,477Restricted cash
    
    
    15,253
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,253Investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,781
    
    
    
    9,781Loans receivable, held-for-investment, net
    
    
    24,986
    
    
    
    111,250
    
    
    
    464,358
    
    
    
    419,179
    
    
    
    1,019,773Loans held-for-sale
    
    
    5,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,246Servicing advances
    
    
    2,830
    
    
    
    2,901
    
    
    
    
    
    
    
    
    
    
    
    5,731Servicing rights
    
    
    61
    
    
    
    184
    
    
    
    916
    
    
    
    908
    
    
    
    2,069Furniture, fixtures and equipment, net
    
    
    247
    
    
    
    772
    
    
    
    2,067
    
    
    
    
    
    
    
    3,086Repossessed houses
    
    
    2,703
    
    
    
    2,703
    
    
    
    
    
    
    
    
    
    
    
    5,406Other assets
    
    
    3,187
    
    
    
    1,522
    
    
    
    3,852
    
    
    
    5,993
    
    
    
    14,554Total assets
    
    $
    58,990
    
    
    $
    119,332
    
    
    $
    471,193
    
    
    $
    435,861
    
    
    $
    1,085,376Liabilities and Stockholders EquityWarehouse financing
    
    $
    46,470
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    46,470Securitization financing
    
    
    34,406
    
    
    
    94,805
    
    
    
    351,704
    
    
    
    377,592
    
    
    
    858,507Notes payable  related party
    
    
    
    
    
    
    14,739
    
    
    
    
    
    
    
    
    
    
    
    14,739Other liabilities
    
    
    18,808
    
    
    
    2,305
    
    
    
    1,643
    
    
    
    33,494
    
    
    
    56,270Total liabilities
    
    
    99,704
    
    
    
    111,849
    
    
    
    353,347
    
    
    
    411,086
    
    
    
    975,986Preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125
    
    
    
    125Common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    260
    
    
    
    260Additional paid-in-capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    222,215
    
    
    
    222,215Accumulated other comprehensive loss
    
    
    
    
    
    
    43
    
    
    
    134
    
    
    
    (34,565
    )
    
    
    (34,388
    )Distributions in excess of earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78,822
    )
    
    
    (78,822
    )Total stockholders equity
    
    
    
    
    
    
    43
    
    
    
    134
    
    
    
    109,213
    
    
    
    109,390Total liabilities and stockholders equity
    
    $
    99,704
    
    
    $
    111,892
    
    
    $
    353,481
    
    
    $
    520,299
    
    
    $
    1,085,376Interest sensitivity gap
    
    $
    (40,714
    )
    
    $
    7,440
    
    
    $
    117,712
    
    
    $
    (84,438
    )Cumulative interest sensitivity gap
    
    $
    (40,714
    )
    
    $
    (33,274
    )
    
    $
    84,438
    
    
    
    Cumulative interest sensitivity gap to
total assets
    
    
    (3.75
    )%
    
    
    (3.07
    )%
    
    
    7.78
    %
    
    
    
    27




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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
    
    $
    22,300
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,300Average interest rate
    
    
    2.94
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.94
    %Investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,781
    
    
    
    9,781Average interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.94
    %
    
    
    11.94
    %Loans receivable,
held-for-investment, net
    
    
    99,500
    
    
    
    142,902
    
    
    
    128,840
    
    
    
    113,782
    
    
    
    100,154
    
    
    
    434,595
    
    
    
    1,019,773Average interest rate
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %
    
    
    9.45
    %Loans held-for-sale
    
    
    5,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,246Average interest rate
    
    
    9.45
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.45
    %Derivative asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    168
    
    
    
    168Average interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.28
    %
    
    
    5.28
    %Total interest sensitive
assets
    
    $
    127,046
    
    
    $
    142,902
    
    
    $
    128,840
    
    
    $
    113,782
    
    
    $
    100,154
    
    
    $
    444,544
    
    
    $
    1,057,268Interest sensitive
liabilitiesWarehouse financing
    
    $
    46,470
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    46,470Average interest rate
    
    
    5.58
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.58
    %Securitization financing
    
    
    97,820
    
    
    
    115,332
    
    
    
    97,294
    
    
    
    83,223
    
    
    
    71,034
    
    
    
    393,804
    
    
    
    858,507Average interest rate
    
    
    6.24
    %
    
    
    6.24
    %
    
    
    6.24
    %
    
    
    6.24
    %
    
    
    6.24
    %
    
    
    6.24
    %
    
    
    6.24
    %Notes payable  related
party
    
    
    14,739
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,739Average interest rate
    
    
    12.67
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12.67
    %Derivative liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,793
    
    
    
    34,793Average interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.28
    %
    
    
    5.28
    %Total interest sensitive
liabilities
    
    $
    159,029
    
    
    $
    115,332
    
    
    $
    97,294
    
    
    $
    83,223
    
    
    $
    71,034
    
    
    $
    428,597
    
    
    $
    954,509
 28




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##### Table of Contents



Item 4. Controls and Procedures
   29




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##### Table of Contents



PART II            OTHER INFORMATION
 
 ITEM 6. Exhibits
  Exhibit No.
    
    
    Description
    
    Method of Filing4.1
    
    
    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
    

    (1)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
    

       (1)10.1
    
    
    Letter agreement dated March 20, 2008
between Origen Financial, Inc. and
Benton E. Sergi. #
    

    (2)10.2
    
    
    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
    
       (1)10.3
    
    
    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
    
       (1)10.4
    
    
    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
    
       (1)10.5
    
    
    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
    
    (1)10.6
    
    
    Membership Pledge Agreement dated
April 8, 2008 between Origen
Securitization Company, LLC and the
William M. Davidson Trust u/a/d
12/13/04
    
    (1)10.7
    
    
    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
    
    (1)10.8
    
    
    Membership Pledge Agreement dated
April 8, 2008 between Origen Financial,
Inc. and the William M. Davidson Trust
u/a/d 12/13/04
    
    (1)10.9
    
    
    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
    
    (1)10.10
    
    
    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
    
    (1)10.11
    
    
    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
    
    (1)10.12
    
    
    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)
 30




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##### Table of Contents



Exhibit No.
    
    
    Description
    
    Method of Filing10.13
    
    
    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
April 8, 2008.(2)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K dated
March 20, 2008.(3)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K dated
April 30, 2008.(4)
    
    Filed herewith.#
    
    Management contract of compensatory plan or arrangement. 31




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##### Table of Contents



SIGNATURES
   ORIGEN FINANCIAL, INC.By:
    /s/ W. Anderson Geater, Jr.W. Anderson Geater, Jr.,Chief Financial Officer and Secretary
(Duly authorized officer and principal
financial officer) 32




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##### Table of Contents



ORIGEN FINANCIAL, INC.
EXHIBIT INDEX
 Exhibit No.
    
    
    Description
    
    Method of Filing4.1
    
    
    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
    

    (1)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
    
 (1)10.1
    
    
    Letter agreement dated March 20, 2008
between Origen Financial, Inc. and
Benton E. Sergi. #
    
   (2)10.2
    
    
    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
    
    (1)10.3
    
    
    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
    
   (1)10.4
    
    
    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
    
   (1)10.5
    
    
    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
    
   (1)10.6
    
    
    Membership Pledge Agreement dated
April 8, 2008 between Origen
Securitization Company, LLC and the
William M. Davidson Trust u/a/d
12/13/04
    
   (1)10.7
    
    
    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
    
   (1)10.8
    
    
    Membership Pledge Agreement dated
April 8, 2008 between Origen Financial,
Inc. and the William M. Davidson Trust
u/a/d 12/13/04
    
   (1)10.9
    
    
    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
    
   (1)10.10
    
    
    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
    
   (1)10.11
    
    
    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
    
   (1)10.12
    
    
    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)10.13
    
    
    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)
 33




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##### Table of Contents



Exhibit No.
    
    
    Description
    
    Method of Filing31.1
    
    
    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
April 8, 2008.(2)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K dated
March 20, 2008.(3)
    
    Incorporated by reference to Origen Financial, Inc.s Current Report on Form 8-K dated
April 30, 2008.(4)
    
    Filed herewith.#
    
    Management contract of compensatory plan or arrangement. 34