UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-84929-13
First Franklin Mortgage Loan Trust
Asset Backed Certificates
Series 2002-FF4 Trust
(Exact name of registrant as specified in its charter)
New York 54-2090844
54-2090845
54-2090846
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant. The aggregate market
value shall be computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within 60 days prior to the date of
filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.)
Not applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not applicable.
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g. Part I, Part II, etc..) into which the
document is incorporated: (1)Any annual report to security holders; (2)
Any proxy or information statement; and (3)Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.
annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
See Item 14(a), Exhibits 99.1, 99.2, and 99.3, for information
provided in lieu of information required by Item 102 of
Regulation S-K.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings
involving the trusts created under the Pooling and Servicing
Agreement (the Trusts), the Trustee, the Servicer or the
registrant with respect to the Trusts other than routine
litigation incidental to the duties of the respective parties.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for registrant's Common Equity and Related Stockholder
Matters.
No established public trading market for the Certificates exists.
Records provided to the Trust by the DTC and the Trustee
indicate that as of December 31, 2002, the number of holders of
record for each class of Certificate were as follows:
Class I-A1 4
Class I-A2 1
Class II-A1 4
Class II-A2 11
Class C 1
Class M-1 2
Class M-2 4
Class M-3 3
Class P 1
Class R-1 1
Total: 32
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
See Item 14(a), Exhibits 99.1, 99.2, 99.3, for information
provided in lieu of information required by Item 302 of
Regulation S-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14. Controls and Procedures.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 2002.
<s> <c>
a) Saxon Mortgage Services, as Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 2002.
<s> <c>
a) Saxon Mortgage Services, as Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 2002.
<s> <c>
a) Saxon Mortgage Services, as Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.
No distributions to Certificate Holders were made during
the fiscal period covered by this report.
(b) On January 21, 2003, a report on Form 8-K was filed in order to
provide the Pooling and Servicing Agreement for the Certificates.
No other reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
First Franklin Mortgage Loan Trust
Asset Backed Certificates
Series 2002-FF4 Trust
(Registrant)
Signed: Financial Asset Securities Corp. as Depositor
By: Joseph N. Walsh III, Managing Director
By: /s/ Joseph N. Walsh III
Dated: July 24, 2003
Sarbanes-Oxley Certification
Re: First Franklin Mortgage Loan Trust 2002-FF4
Mortgage Pass-Through Certificates, Series 2002-FF4
I, Joseph N. Walsh III, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Financial
Asset Securities Corp. (the "Registrant");
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution information and servicing
information required to be provided to the Trustee by the Servicer under
the Pooling and Servicing Agreement is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in
the report and required to be delivered to the trustee in accordance with
the terms of the pooling and servicing, or similar, agreement, and except
as disclosed in the reports, the servicer has fulfilled its obligations
under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the pooling and
servicing, or similar, agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: Saxon
Mortgage Services, Inc. and Wells Fargo Bank Minnesota, National
Association.
Capitalized terms used but not defined herein have the meanings ascribed
to them in the Pooling and Servicing Agreement, dated December 1, 2002
(the "Pooling and Servicing Agreement"), among the Registrant as Depositor,
Saxon Mortgage Services, Inc. as servicer and Wells Fargo Bank Minnesota,
National Association as trustee.
Date: July 24, 2003
/s/ Joseph N. Walsh III
Signature
Managing Director
Title
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
(a)(i) No annual report is provided to the Certificateholders other than
with respect to aggregate principal and interest distributions.
(a)(ii) No proxy statement, form of proxy or other proxy soliciting
material has been sent to any Certificateholder with respect to any
annual or other meeting of Certificateholders.
Ex-99.1 (a)
Independent Accountants' Report
To the Board of Directors
Saxon Mortgage Services, Inc.
Fort Worth, Texas
We have examined management's assertion that Saxon Mortgage Services, Inc.
(the "Company") has complied as of and for the year ended December 31, 2002,
with its established minimum servicing standards described in the accompanying
management assertion dated March 14, 2003. Management is responsible for the
Company's compliance with those minimum servicing standards. Our responsibility
is to express an opinion on management's assertion about the Company's
compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with its minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that
our examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on the Company's compliance with its
minimum servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2002, is fairly stated, in all material respects based on the
criteria set forth in Appendix I, except as noted in the following paragraph.
In four of the thirty custodial bank accounts selected for testing for May
2002, the reconciliations included 84 items totaling approximately $574,000
that were older than 90 days. Of the thirty custodial bank accounts selected
for testing for December 2002, we did not observe reconciling items older than
90 days.
March 14, 2003
Ex-99.2 (a)
March 14, 2003
As of and for the year ended December 31, 2002, Saxon Mortgage Services, Inc.
(the "Company") has complied, in all material respects, with the Company's
established minimum servicing standards for mortgage loans as set forth in
Appendix I (the "Standards"), except as noted in the following paragraph. The
Standards are based on the Mortgage Bankers' Association of America's Uniform
Single Attestation Program for Mortgage Bankers.
In four of the thirty custodial bank accounts selected for testing for May 2002,
the reconciliations included 84 items totaling approximately $574,000 that were
older than 90 days.
As of and for this same period, the Company had in effect a fidelity bond in the
amount of $15 million and errors and omissions policy in the amount of $10
million.
____________________________
Dennis G. Stowe, Chief Operating
Officer and President
____________________________
David L. Dill, Executive Vice
President
APPENDIX I
MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF
AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial
bank accounts and related bank clearing accounts. These reconciliations shall:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date;
* be reviewed and approved by someone other than the person who prepared
the reconciliation; and
* document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.
2. Funds of the servicing entity shall be advanced in cases where there is
an overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts
and related bank clearing accounts within two business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business days of
receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagor's loan documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records maintained by
the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received by
the servicing entity at least thirty (30) calendar days prior to these dates.
4. Any late payment penalties paid in conjunction with the payment of any
tax bill or insurance premium notice shall be paid from the servicing entity's
funds and not charged to the mortgagor, unless the late payment was due to the
mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall
agree with cancelled checks, or other form of payment, or custodial bank
statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile
to, investors' records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid principal
balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related mortgage
note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
loan documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors
in accordance with the applicable state laws.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during the
period a loan is in default and shall be updated at least monthly. Such records
shall describe the entity's activities in monitoring delinquent loans including,
for example, phone calls, letters and mortgage payment rescheduling plans in
cases where the delinquency is deemed temporary (e.g., illness or unemployment).
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity throughout the reporting period in the amount of coverage
represented to investors in management's assertion.
Ex-99.3 (a)
Saxon (logo)
Mortgage Services, Inc.
Dear Sir/Madam:
In accordance with the terms of our agreement, please find attached, the
Independent Accountants' Report and the Management Assertion for fiscal year
2002. Additionally, the undersigned Officer certifies, in all material respects,
the following for the 2002 fiscal year:
(a) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide. To the
best of this Officer' knowledge, the Servicer has fulfilled all of its duties,
responsibilities or obligations under these Agreements throughout such year. If
there has been a default or failure of the Servicer to perform any of such
duties, responsibilities or obligations a description of each default or failure
and the nature and status.
(b) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
Servicer in good standing:
(c) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect:
(d) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each mortgaged Property, have been paid and that all such insurance policies
are in full force and effect:
(e) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported.
(f) All Custodial Accounts have been reconciled and are properly funded.
(g) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050j/6050p of the Internal revenue Code, respectively,
have been prepared and filed.
Certified By:
/s/ David Dill
David Dill
Executive Vice President
March 28, 2003
We are a debt collector. Any information obtained will be used for that purpose.
Saxon Mortgage Services, Inc. * 4708 Mercantile Drive North * Fort Worth, TX
76137-3605 P.O. Box 161489 * Fort Worth, TX 76161-1489 * (817) 665-7200 *
(817) 665-7400