##### 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, 2007.
 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 þ




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##### 



Origen Financial, Inc.
Index
 PagePart I            Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets  as of March 31, 2007 and
December 31, 2006
    
    
    3Consolidated Statements of Operations for the three months
ended March 31, 2007 and 2006
    
    
    4Consolidated Statements of Comprehensive Income for the three months
ended March 31, 2007 and 2006
    
    
    5Consolidated Statements of Cash Flows for the three months
ended March 31, 2007 and 2006
    
    
    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
    
    
    27Item 4. Controls and Procedures
    
    
    29Part II Other InformationItem 6. Exhibits and Reports on Form 8-K
    
    
    30Signatures
    
    
    31Section 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 906 Certification of Chief Executive Officer and Chief Financial Officer
  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 data)
 March 31, 2007 and December 31, 2006
 March 31, 2007
    
    
    December 31, 2006(Unaudited)ASSETSAssetsCash and cash equivalents
    
    $
    665
    
    
    $
    2,566Restricted cash
    
    
    16,079
    
    
    
    15,412Investments held to maturity
    
    
    41,802
    
    
    
    41,538Loans receivable, net of allowance for losses of
$7,553 and $8,456, respectively
    
    
    1,005,202
    
    
    
    950,226Servicing advances
    
    
    6,087
    
    
    
    7,741Servicing rights
    
    
    2,416
    
    
    
    2,508Furniture, fixtures and equipment, net
    
    
    3,433
    
    
    
    3,513Repossessed houses
    
    
    3,968
    
    
    
    3,046Goodwill
    
    
    32,277
    
    
    
    32,277Other assets
    
    
    18,103
    
    
    
    14,240Total assets
    
    $
    1,130,032
    
    
    $
    1,073,067LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesWarehouse financing
    
    $
    209,387
    
    
    $
    131,520Securitization financing
    
    
    662,789
    
    
    
    685,013Repurchase agreement
    
    
    23,582
    
    
    
    23,582Notes payable  servicing advances
    
    
    692
    
    
    
    2,185Other liabilities
    
    
    28,718
    
    
    
    26,303Total liabilities
    
    
    925,168
    
    
    
    868,603Stockholders EquityPreferred stock, $.01 par value, 10,000,000 shares
authorized; 125 shares issued and outstanding at
March 31, 2007 and December 31, 2006
    
    
    125
    
    
    
    125Common stock, $.01 par value, 125,000,000 shares
authorized; 25,864,901 and 25,865,401 shares issued
and outstanding at March 31, 2007 and December 31,
2006, respectively
    
    
    259
    
    
    
    259Additional paid-in-capital
    
    
    220,151
    
    
    
    219,759Accumulated other comprehensive loss
    
    
    (1,288
    )
    
    
    (625
    )Distributions in excess of earnings
    
    
    (14,383
    )
    
    
    (15,054
    )Total stockholders equity
    
    
    204,864
    
    
    
    204,464Total liabilities and stockholders equity
    
    $
    1,130,032
    
    
    $
    1,073,067
 The accompanying notes are an integral part of these financial statements.
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Origen Financial, Inc.
 
 Consolidated Statements of Operations (Unaudited)
 (In thousands, except share data)
 For the three months ended March 31
 2007
    
    
    2006Interest IncomeTotal interest income
    
    $
    20,824
    
    
    $
    17,208Total interest expense
    
    
    12,920
    
    
    
    9,595Net interest income before loan losses
    
    
    7,904
    
    
    
    7,613Provision for loan losses
    
    
    1,788
    
    
    
    2,125Net interest income after loan losses
    
    
    6,116
    
    
    
    5,488Non-interest IncomeServicing income
    
    
    4,152
    
    
    
    3,466Other
    
    
    741
    
    
    
    713Total non-interest income
    
    
    4,893
    
    
    
    4,179Non-interest ExpensesPersonnel
    
    
    6,546
    
    
    
    5,967Loan origination and servicing
    
    
    481
    
    
    
    376State business taxes
    
    
    70
    
    
    
    98Other operating
    
    
    2,195
    
    
    
    2,092Total non-interest expense
    
    
    9,292
    
    
    
    8,533Net income before income taxes and cumulative
effect of change in accounting principle
    
    
    1,717
    
    
    
    1,134Income tax expense
    
    
    12
    
    
    
    Net income before cumulative effect of change in
accounting principle
    
    
    1,705
    
    
    
    1,134Cumulative effect of change in accounting principle
    
    
    
    
    
    
    46NET INCOME
    
    $
    1,705
    
    
    $
    1,180Weighted average common shares outstanding, basic
    
    
    25,209,207
    
    
    
    24,980,889Weighted average common shares outstanding, diluted
    
    
    25,291,465
    
    
    
    25,124,092Earnings per common share before cumulative effect
of change in accounting principle:Basic
    
    $
    0.07
    
    
    $
    0.05Diluted
    
    $
    0.07
    
    
    $
    0.05Earnings per common share:Basic
    
    $
    0.07
    
    
    $
    0.05Diluted
    
    $
    0.07
    
    
    $
    0.05
 The accompanying notes are an integral part of these financial statements.
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Origen Financial, Inc.
 
 Consolidated Statements of Comprehensive Income (Unaudited)
 (In thousands)
 For the three months ended March 31
 2007
    
    
    2006Net income
    
    $
    1,705
    
    
    $
    1,180Other comprehensive income:Net unrealized gains (losses) on interest rate swaps
    
    
    (642
    )
    
    
    1,321Reclassification adjustment for net realized
(gains) losses included in net income
    
    
    (21
    )
    
    
    5Total other comprehensive income (loss)
    
    
    (663
    )
    
    
    1,326Comprehensive income
    
    $
    1,042
    
    
    $
    2,506
 The accompanying notes are an integral part of these financial statements.
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Origen Financial, Inc.
 
 Consolidated Statements of Cash Flows (Unaudited)
 (In thousands)
 For the three months ended March 31
 2007
    
    
    2006Cash Flows From Operating ActivitiesNet income
    
    $
    1,705
    
    
    $
    1,180Adjustments to reconcile net income to cash provided by
operating activities:Provision for loan losses
    
    
    1,788
    
    
    
    2,125Depreciation and amortization
    
    
    1,335
    
    
    
    1,571Compensation expense recognized under share-based
compensation plans
    
    
    392
    
    
    
    578Cumulative effect of change in accounting principal
    
    
    
    
    
    
    (46
    )Proceeds from loan sales
    
    
    
    
    
    
    294Decrease in servicing advances
    
    
    1,654
    
    
    
    1,962Increase in other assets
    
    
    (6,278
    )
    
    
    (1,532
    )Increase (decrease) in accounts payable and other liabilities
    
    
    785
    
    
    
    (57
    )Net cash provided by operating activities
    
    
    1,381
    
    
    
    6,075Cash Flows From Investing ActivitiesIncrease in restricted cash
    
    
    (667
    )
    
    
    (1,291
    )Origination and purchase of loans
    
    
    (81,285
    )
    
    
    (63,405
    )Principal collections on loans
    
    
    22,295
    
    
    
    19,874Proceeds from sale of repossessed houses
    
    
    2,471
    
    
    
    2,304Capital expenditures
    
    
    (213
    )
    
    
    (151
    )Net cash used in investing activities
    
    
    (57,399
    )
    
    
    (42,669
    )Cash Flows From Financing ActivitiesRepayment of notes payable  securitizations
    
    
    (22,257
    )
    
    
    (21,630
    )Proceeds from warehouse financing
    
    
    78,982
    
    
    
    55,360Repayment of warehouse financing
    
    
    (1,115
    )
    
    
    (1,131
    )Change in notes payable  servicing advances, net
    
    
    (1,493
    )
    
    
    (1,337
    )Net cash provided by financing activities
    
    
    54,117
    
    
    
    31,262NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (1,901
    )
    
    
    (5,332
    )Cash and cash equivalents, beginning of period
    
    
    2,566
    
    
    
    8,307Cash and cash equivalents, end of period
    
    $
    665
    
    
    $
    2,975Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    12,713
    
    
    $
    9,319Cash paid for income taxes
    
    $
    25
    
    
    $
    Non cash financing activities:Loans
transferred to repossessed houses and held for sale
    
    $
    5,163
    
    
    $
    5,264
 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
     7




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 2  Recent Accounting Pronouncements, continued:
 Accounting for Uncertainty in Income Taxes
  Fair Value Measurements
    8




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 3  Per Share Data
  2007
    
    
    2006Numerator:Net income
    
    $
    1,705
    
    
    $
    1,180Preferred stock dividends
    
    
    (4
    )
    
    
    (4
    )Income available to common shareholders
    
    $
    1,701
    
    
    $
    1,176Denominator:Weighted average common shares for basic EPS
    
    
    25,209
    
    
    
    24,981Effect of dilutive securities:Incremental shares  non-vested stock awards
    
    
    82
    
    
    
    143Weighted average common shares for diluted EPS
    
    
    25,291
    
    
    
    25,124Basic EPS
    
    $
    0.07
    
    
    $
    0.05Diluted EPS
    
    $
    0.07
    
    
    $
    0.05
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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 4 Investments
     
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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 5  Loans Receivable
  March 31, 2007
    
    
    December 31, 2006Manufactured housing loans  securitized
    
    $
    801,710
    
    
    $
    825,811Manufactured housing loans  unsecuritized
    
    
    208,392
    
    
    
    130,828Accrued interest receivable
    
    
    4,535
    
    
    
    4,840Deferred loan origination costs
    
    
    2,336
    
    
    
    1,271Discount on purchased loans
    
    
    (3,305
    )
    
    
    (3,155
    )Allowance for purchased loans
    
    
    (913
    )
    
    
    (913
    )Allowance for loan loss
    
    
    (7,553
    )
    
    
    (8,456
    )$
    1,005,202
    
    
    $
    950,226
   No. of
    
    Principal
    
    % ofDays delinquent
    
    Loans
    
    Balance
    
    Portfolio31-60
    
    
    80
    
    
    $
    2,903
    
    
    
    2.3
    %61-90
    
    
    26
    
    
    
    914
    
    
    
    0.7
    %Greater than 90
    
    
    64
    
    
    
    2,640
    
    
    
    2.1
    %
 Note 6  Allowance for Credit Losses
  2007
    
    
    2006Balance at beginning of period
    
    $
    8,456
    
    
    $
    10,017Provision for loan losses
    
    
    1,788
    
    
    
    2,125Gross charge-offs
    
    
    (5,658
    )
    
    
    (4,456
    )Recoveries
    
    
    2,967
    
    
    
    1,984Balance at end of period
    
    $
    7,553
    
    
    $
    9,670
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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 7 Debt
  March 31,
    
    
    December 31,2007
    
    
    2006Warehouse financing
    
    $
    209,387
    
    
    $
    131,520Securitization financing
    
    
    662,789
    
    
    
    685,013Repurchase agreements
    
    
    23,582
    
    
    
    23,582Notes payable  servicing advances
    
    
    692
    
    
    
    2,185$
    896,450
    
    
    $
    842,300
 Warehouse Financing  Citigroup
  Securitization Financing  2004-A Securitization
  Securitization Financing  2004-B Securitization
  12




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 7 Debt (Continued)
 Securitization Financing  2005-A Securitization
  Securitization Financing  2005-B Securitization
  Securitization Financing  2006-A Securitization
  Repurchase Agreements  Citigroup
  13




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 7  Debt (Continued)
 Notes Payable  Servicing Advances  JPMorgan Chase Bank, N.A.
   March 31, 2007
    
    December 31, 2006Average
    
    Average
    
    Average
    
    AverageBalance
    
    Rate
    
    Balance
    
    RateWarehouse financing  Citigroup
    
    $
    165,941
    
    
    
    7.1
    %
    
    $
    120,649
    
    
    
    7.0
    %Securitization financing  2004-A securitization
    
    
    111,762
    
    
    
    5.5
    %
    
    
    126,655
    
    
    
    5.4
    %Securitization financing  2004-B securitization
    
    
    113,090
    
    
    
    5.5
    %
    
    
    125,849
    
    
    
    5.5
    %Securitization financing  2005-A securitization
    
    
    126,843
    
    
    
    5.4
    %
    
    
    139,842
    
    
    
    5.2
    %Securitization financing  2005-B securitization
    
    
    136,137
    
    
    
    5.8
    %
    
    
    146,178
    
    
    
    5.7
    %Securitization financing  2006-A securitization
    
    
    189,563
    
    
    
    6.0
    %
    
    
    69,158
    
    
    
    6.0
    %Repurchase agreements  Citigroup
    
    
    23,582
    
    
    
    6.1
    %
    
    
    23,582
    
    
    
    5.9
    %Note payable  servicing advances  JPMorgan
Chase Bank, N.A.
    
    
    216
    
    
    
    13.0
    %
    
    
    447
    
    
    
    9.4
    %
  Note 8  Share-Based Compensation Plan
  14




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 9  Derivative Instruments and Hedging Activity
    Cash Flow Hedge Instruments
  15




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 9  Derivative Instruments and Hedging Activity (Continued)
  Derivatives Not Designated as Hedge Instruments
  Note 10  Stockholders Equity
  16




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Origen Financial, Inc.
Notes to Consolidated Financial Statements (Unaudited)
 Note 11  Subsequent Events
      17




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
    
    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 30 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
     Critical Accounting Policies
    19




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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, 2007 and 2006.
 Net Income
  Interest Income
    2007
    
    
    2006Average
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    RateInterest earning assets:Manufactured housing loans
    
    $
    968,888
    
    
    $
    19,698
    
    
    
    8.13
    %
    
    $
    782,795
    
    
    $
    16,101
    
    
    
    8.23
    %Investment securities
    
    
    41,231
    
    
    
    951
    
    
    
    9.23
    %
    
    
    41,361
    
    
    
    951
    
    
    
    9.20
    %Other
    
    
    15,652
    
    
    
    175
    
    
    
    4.47
    %
    
    
    16,348
    
    
    
    156
    
    
    
    3.82
    %Total
    
    $
    1,025,771
    
    
    $
    20,824
    
    
    
    8.12
    %
    
    $
    840,504
    
    
    $
    17,208
    
    
    
    8.19
    %Interest bearing liabilities:Loan funding facilities
    
    $
    843,336
    
    
    $
    12,553
    
    
    
    5.95
    %
    
    $
    660,715
    
    
    $
    9,268
    
    
    
    5.61
    %Repurchase agreements
    
    
    23,582
    
    
    
    360
    
    
    
    6.11
    %
    
    
    23,582
    
    
    
    313
    
    
    
    5.31
    %Notes payable  servicing advances
    
    
    216
    
    
    
    7
    
    
    
    12.96
    %
    
    
    672
    
    
    
    14
    
    
    
    8.33
    %Total
    
    $
    867,134
    
    
    $
    12,920
    
    
    
    5.96
    %
    
    $
    684,969
    
    
    $
    9,595
    
    
    
    5.60
    %Net interest income and interest
rate spread
    
    
    
    
    
    $
    7,904
    
    
    
    2.16
    %
    
    
    
    
    
    $
    7,613
    
    
    
    2.59
    %Net yield on average interest
earning assets
    
    
    
    
    
    
    
    
    
    
    3.08
    %
    
    
    
    
    
    
    
    
    
    
    3.62
    %
 20




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Volume
    
    
    Rate
    
    
    TotalInterest earning assets:Manufactured housing loans
    
    $
    3,828
    
    
    $
    (231
    )
    
    $
    3,597Investment securities
    
    
    (3
    )
    
    
    3
    
    
    
    Other
    
    
    (7
    )
    
    
    26
    
    
    
    19Total interest income
    
    $
    3,818
    
    
    $
    (202
    )
    
    $
    3,616Interest bearing liabilities:Loan funding facilities
    
    $
    2,562
    
    
    $
    723
    
    
    $
    3,285Repurchase agreements
    
    
    
    
    
    
    47
    
    
    
    47Notes payable  servicing advances
    
    
    (10
    )
    
    
    3
    
    
    
    (7
    )Total interest expense
    
    $
    2,552
    
    
    $
    773
    
    
    $
    3,325Increase in net interest income
    
    
    
    
    
    
    
    
    
    $
    291
 Non-interest Income
  Provision for Losses
  Non-interest Expenses
    21




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Receivable Portfolio and Asset Quality
    March 31, 2007
    
    December 31, 2006Principal balance of loans receivable
    
    $
    1,010,102
    
    
    $
    956,639Number of loans receivable
    
    
    21,228
    
    
    
    20,300Average loan balance
    
    $
    48
    
    
    $
    47Weighted average loan coupon (1)
    
    
    9.48
    %
    
    
    9.50
    %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, 2007
    
    December 31, 2006No. of
    
    Principal
    
    % of
    
    No. of
    
    Principal
    
    % ofDays delinquent
    
    Loans
    
    Balance
    
    Portfolio
    
    Loans
    
    Balance
    
    Portfolio31 60
    
    
    157
    
    
    $
    5,947
    
    
    
    0.6
    %
    
    
    248
    
    
    $
    9,354
    
    
    
    1.0
    %61 90
    
    
    53
    
    
    
    1,859
    
    
    
    0.2
    %
    
    
    86
    
    
    
    3,159
    
    
    
    0.3
    %Greater than 90
    
    
    121
    
    
    
    5,138
    
    
    
    0.5
    %
    
    
    131
    
    
    
    5,416
    
    
    
    0.6
    %
    22




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    Loan Pool Unpaid Principle Balance (dollars in thousands) (1)
 2002 and2001 and prior
    
    subsequentAt March 31, 2007Dollars
    
    $
    45,129
    
    
    $
    972,460Percentage of total
    
    
    4.4
    %
    
    
    95.6
    %At December 31, 2006Dollars
    
    $
    46,612
    
    
    $
    915,329Percentage of total
    
    
    4.8
    %
    
    
    95.2
    %
 Static Pool Performance (dollars in thousands) (1)
 2002 and2001 and prior
    
    subsequentThree Months Ended March 31, 2007Dollars defaulted
    
    $
    966
    
    
    $
    4,198Net recovery percentage
    
    
    38.6
    %
    
    
    52.8
    %Net losses
    
    $
    577
    
    
    $
    1,156Three Months Ended March 31, 2006Dollars defaulted
    
    $
    1,823
    
    
    $
    3,399Net recovery percentage
    
    
    33.7
    %
    
    
    43.8
    %Net losses
    
    $
    1,699
    
    
    $
    1,954
 
 (1)
    
    Includes owned portfolio, repossessed inventory and loans sold with recourse   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 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   26




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
    Maturity0 to 3
    
    
    4 to 12
    
    
    1 to 5
    
    
    Over 5months
    
    
    months
    
    
    years
    
    
    years
    
    
    TotalAssetsCash and equivalents
    
    $
    665
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    665Restricted cash
    
    
    16,079
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,079Investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,802
    
    
    
    41,802Loans receivable, net
    
    
    32,679
    
    
    
    96,128
    
    
    
    399,550
    
    
    
    476,845
    
    
    
    1,005,202Servicing advances
    
    
    3,348
    
    
    
    2,739
    
    
    
    
    
    
    
    
    
    
    
    6,087Servicing rights
    
    
    92
    
    
    
    265
    
    
    
    1,018
    
    
    
    1,041
    
    
    
    2,416Furniture, fixtures and equipment, net
    
    
    275
    
    
    
    858
    
    
    
    2,300
    
    
    
    
    
    
    
    3,433Repossessed houses
    
    
    1,984
    
    
    
    1,984
    
    
    
    
    
    
    
    
    
    
    
    3,968Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,277
    
    
    
    32,277Other assets
    
    
    10,225
    
    
    
    1,749
    
    
    
    2,362
    
    
    
    3,767
    
    
    
    18,103Total assets
    
    $
    65,347
    
    
    $
    103,723
    
    
    $
    405,230
    
    
    $
    555,732
    
    
    $
    1,130,032Liabilities and Stockholders EquityWarehouse financing
    
    $
    52,347
    
    
    $
    157,040
    
    
    $
    
    
    
    $
    
    
    
    $
    209,387Securitization financing
    
    
    29,873
    
    
    
    84,938
    
    
    
    279,593
    
    
    
    268,385
    
    
    
    662,789Repurchase agreements
    
    
    23,582
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23.582Notes payable  servicing advances
    
    
    692
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    692Other liabilities
    
    
    22,856
    
    
    
    1,021
    
    
    
    
    
    
    
    4,841
    
    
    
    28,718Total liabilities
    
    
    129,350
    
    
    
    242,999
    
    
    
    279,593
    
    
    
    273,226
    
    
    
    925,168Preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125
    
    
    
    125Common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    259
    
    
    
    259Additional paid-in-capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    220,151
    
    
    
    220,151Accumulated other comprehensive loss
    
    
    (4
    )
    
    
    66
    
    
    
    (448
    )
    
    
    (902
    )
    
    
    (1,288
    )Distributions in excess of earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,383
    )
    
    
    (14,383
    )Total stockholders equity
    
    
    (4
    )
    
    
    66
    
    
    
    (448
    )
    
    
    205,250
    
    
    
    204,864Total liabilities and stockholders equity
    
    $
    129,346
    
    
    $
    243,065
    
    
    $
    279,145
    
    
    $
    478,476
    
    
    $
    1,130,032Interest sensitivity gap
    
    $
    (63,999
    )
    
    $
    (139,342
    )
    
    $
    126,085
    
    
    $
    77,256Cumulative interest sensitivity gap
    
    $
    (63,999
    )
    
    $
    (203,341
    )
    
    $
    (77,256
    )
    
    
    Cumulative interest sensitivity gap to
total assets
    
    
    (5.66
    )%
    
    
    (17.99
    )%
    
    
    (6.84
    )%
    
    
    
 27




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
       Expected MaturityThere-2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    after
    
    
    TotalInterest sensitive assetsInterest bearing deposits
    
    $
    16,299
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    16,299Average interest rate
    
    
    4.47
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.47
    %Investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,802
    
    
    
    41,802Average interest rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.23
    %
    
    
    9.23
    %Loans receivable, net
    
    
    97,251
    
    
    
    122,232
    
    
    
    109,139
    
    
    
    95,998
    
    
    
    84,280
    
    
    
    496,302
    
    
    
    1,005,202Average interest rate
    
    
    9.48
    %
    
    
    9.48
    %
    
    
    9.48
    %
    
    
    9.48
    %
    
    
    9.48
    %
    
    
    9.48
    %
    
    
    9.48
    %Derivative asset
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56
    
    
    
    129Average interest rate
    
    
    5.00
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.00
    %
    
    
    5.00
    %Total interest sensitive
assets
    
    $
    113,623
    
    
    $
    122,232
    
    
    $
    109,139
    
    
    $
    95,998
    
    
    $
    84,280
    
    
    $
    538,160
    
    
    $
    1,063,432Interest sensitive
liabilitiesWarehouse financing
    
    $
    157,040
    
    
    $
    52,347
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    209,387Average interest rate
    
    
    7.07
    %
    
    
    7.07
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.07
    %Securitization financing
    
    
    88,210
    
    
    
    97,807
    
    
    
    73,440
    
    
    
    63,957
    
    
    
    53,152
    
    
    
    286,224
    
    
    
    662,789Average interest rate
    
    
    5.68
    %
    
    
    5.68
    %
    
    
    5.68
    %
    
    
    5.68
    %
    
    
    5.68
    %
    
    
    5.68
    %
    
    
    5.68
    %Repurchase agreements
    
    
    23,582
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,582Average interest rate
    
    
    6.11
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.11
    %Notes payable 
servicing advances
    
    
    692
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    692Average interest rate
    
    
    12.96
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12.96
    %Derivative liability
    
    
    573
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,166
    
    
    
    3,739Average interest rate
    
    
    5.38
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.38
    %
    
    
    5.38
    %Total interest sensitive
liabilities
    
    $
    270,097
    
    
    $
    150,154
    
    
    $
    73,440
    
    
    $
    63,957
    
    
    $
    53,152
    
    
    $
    289,390
    
    
    $
    900,189
 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 Filing31.1
    
    Certification of Chief Executive Officer
Required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as
amended.
    
    
    (2
    )31.2
    
    Certification of Chief Financial Officer
Required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as
amended.
    
    
    (2
    )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.
    
    
    (2
    )
 
 (1)
    
    Filed herewith 30




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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) 31




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##### Table of Contents



ORIGEN FINANCIAL, INC.
EXHIBIT INDEX
 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.
    
    
    (1
    )31.2
    
    Certification of Chief Financial Officer
Required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as
amended.
    
    
    (1
    )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.
    
    
    (1
    )
 
 (1)
    
    Filed herewith. 32