UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT: MARCH 31, 2005
(Date of earliest event reported)
ORIGEN FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE COMMISSION FILE NO. 000-50721 20-0145649
(State of incorporation) (IRS Employer I.D. No.)
27777 FRANKLIN ROAD
SUITE 1700
SOUTHFIELD, MICHIGAN 48034
(Address of principal executive offices)
(248) 746-7000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 140.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 31 2005, Origen Financial, Inc. issued a press release
announcing that it would reduce interest income and earnings recognized during
the 14 months ending December 31, 2004 by approximately $1.7 million. The
reduction arises from an isolated interpretive error in applying accounting
principles to a pool of loans acquired at a discount in October 2003. The effect
of the correction will reduce earnings per share by $0.03 for the period from
October 8, 2003 to December 31, 2003, and increase the loss per share by $0.06
for 2004. The 2004 loss is $3.0 million, or $0.14 per share, rather than the
previously announced $1.8 million, or $0.08 per share. As a consequence, Origen
intends to restate its financial statements for the 2003 period and for the
first three quarters of 2004. The changes have no effect on Origen's cash flows
for the applicable periods nor are they expected to affect Origen's operations,
business prospects or its compliance with applicable licensing requirements.
The press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and incorporated by reference into this Item 2.02. This Current Report on
Form 8-K and the press release contain statements intended as "forward-looking
statements" which are subject to the cautionary statements about forward-looking
statements set forth in the press release.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On March 29, 2005, the Audit Committee of Origen's Board of Directors
concluded that as a result of the accounting adjustment referenced above, the
previously issued financial statements for the 2003 period and the first three
quarters of 2004 should not be relied upon, and that Origen will restate these
financial statements to make the necessary accounting corrections. This
conclusion was discussed with Origen's independent registered public accounting
firm, Grant Thornton LLP, which audited the 2003 year-end statements and
reviewed the 2004 quarterly financial statements. Grant Thornton LLP concurred
with the Audit Committee's conclusion. Instead of recording interest income from
these loans based on the estimated effective yield on the loan pool, interest
income was recorded at the contractual interest rates of the loans in the pool.
The changes have no effect on Origen's cash flows for the applicable periods nor
are they expected to affect Origen's operations, business prospects or its
compliance with applicable licensing requirements.
Origen has filed for an extension of time to file its annual report under Rule
12b-25 and expects to file its Annual Report on Form 10-K for the year ended
December 31, 2004 on or before April 15, 2005. Details of the restatement also
will be reflected in amendments to Origen's Quarterly Reports on Form 10-Q for
the first three quarters of 2004, and other filings with the SEC and NASDAQ, all
of which will be filed in the near future.
A copy of Origen's press release issued March 31, 2005 is furnished as Exhibit
99.1 to this Form 8-K and is incorporated by reference into this Item 4.02.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 31, 2005 Origen Financial, Inc.
By: /s/ Ronald A. Klein
-------------------------------------
Ronald A. Klein, Chief Executive Officer
- 2 -
ORIGEN FINANCIAL, INC.
EXHIBIT INDEX
Exhibit No. Description Furnished Herewith
---------- ----------- ------------------
99.1 Text of Press Release, dated March 31, 2005 X
- 3 -