UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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, 2003
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-108195-04
Financial Asset Securities Corp.
(Exact name of registrant as specified in its charter)
Delaware 06-1442101
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Steamboat Road
Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 625-2700
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.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
Yes___ No X
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.
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 15(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 trust created under the Pooling and Servicing
Agreement (the Trust), the Trustee, the Servicer or the
registrant with respect to the Trust 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, 2003, the number of holders of
record for each class of Certificate were as follows:
Class B-1 3
Class C 1
Class DIV CERT 1
Class I-A1 3
Class II-A1 9
Class II-A2 3
Class M-1 4
Class M-2 6
Class M-3 3
Class M-4 4
Class M-5 3
Class M-6 3
Class P 1
Class R 1
Total: 45
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 15(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.
Item 9A. Controls and Procedures.
Not applicable.
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. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 2003.
<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, 2003.
<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, 2003.
<s> <c>
a) Saxon Mortgage Services, as Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.
(b) On November 25, 2003, December 8, 2003, and January 9, 2004 reports on
Form 8-K were filed by the Company in order to provide the statements
for the monthly distributions to holders of 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:
Signed: Financial Asset Securities Corp. as Depositor
By: Robert McGinnis as President
By: /s/ Robert McGinnis
Dated: March 30, 2004
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.
Exhibit Index
Exhibit No.
Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification
Sarbanes-Oxley Certification
I, Robert McGinnis certify that:
1. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution and servicing reports filed in
respect of periods included in the year covered by this annual report, of First
Franklin Mortgage Loan Trust 2003-FFH1, Asset-Backed Certificates,
Series 2003-FFH1;
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 or servicing
information required to be provided to the trustee by the servicer under the
pooling and servicing, or similar, agreement, for inclusion in these reports 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, N.A.
Date: March 30, 2004
FINANCIAL ASSET SECURITIES CORP.
By: /s/ Robert McGinnis
----------------------------
Name: Robert McGinnis
Title: President
Ex-99.1 (a)
Deloitte (logo)
Deloitte & Touche LLP
750 College Road East
Third Floor
Princeton, NJ 08540
USA
Tel: +1 609 514 3600
www.deloitte.com
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
Saxon Mortgage Services, Inc.
Fort Worth, Texas
We have examined Saxon Mortgage Services, Inc.'s (the "Company's") compliance
with its established minimum servicing standards described in the accompanying
Management's Assertion, dated March 19, 2004, as of and for the year ended
December 31, 2003. Management is responsible for compliance with those minimum
servicing standards. Our responsibility is to express an opinion on 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.
Our examination disclosed the following material noncompliances involving the
resolution of reconciling items in the custodial bank accounts within 90 days
and inconsistencies with the loan documents in calculating interest rate changes
for the year ended December 31, 2003. In one of the thirty custodial bank
accounts selected for testing for November 2003, Company reconciliations
included 44 items totaling approximately $60,090 that were older than 90 days.
In 18 of the 239 adjustable rate mortgage loans selected for testing in 2003,
the Company's calculations of interest rate changes were inconsistent with the
applicable underlying loan document.
In our opinion, except for the material noncompliances described in the
preceding paragraph, the Company complied, in all material respects, with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2003, as set forth in Appendix 1.
/s/ Deloitte & Touche LLP
March 19, 2004
Member of Deloitte Touche Tohmatsu
Ex-99.2 (a)
(Logo) Saxon Mortgage Services, Inc.
March 19,2004
As of and for the year ended December 31, 2003, Saxon Mortgage Services, Inc.
("the Company") has complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers except as noted in the
following paragraphs.
In one of thirty custodial bank accounts selected for testing as of
November 2003, reconciling items totaling $60,690 were outstanding for more than
90 days. There were no exceptions noted in the remaining twenty-nine custodial
bank accounts selected for testing (Section I.1).
Two hundred thirty-nine adjustable rate mortgage ("ARM') loans were reviewed in
2003. Eighteen exceptions in the interest rate change were identified and
corrected (Section V.2).
As of, and for the year ended December 31, 2003, the Company had in effect a
fidelity bond and errors and omissions policy in the amount of $15 million and
$10 million, respectively.
/s/ Dennis G. Stowe
Dennis G. Stowe
President
/s/ David L. Dill
David L. Dill
Executive Vice President
Saxon Mortgage Services, Inc. * 4860 Cox Road * Suite 300 * Glen Allen, VA 23060
(804) 967-7400
APPENDIX I
MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF
AMERlCA'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
bi1l 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 sha1l 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)
(logo) Saxon Mortgage Services, Inc.
Exhibit "A"
Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 2003 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 and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or 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 thereof has been reported to Wells Fargo
Bank Minnesota, N.A.;
(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 tenants 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 to Wells Fargo Bank Minnesota, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
/s/ David Dill
Officer David Dill
Title: Executive Vice President
Date 2/14/04
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
Fax (817) 665-7400
Ex-99.4
Schedule of Year-To-Date Principal and Interest Distributions to
Certificateholders
Class Interest Principal Losses Ending Balance
<s> <c> <c> <c> <c>
B-1 52,440.00 0.00 0.00 3,496,000.00
C 7,446,819.83 0.00 0.00 6,991,664.19
DIV CERT 0.00 0.00 0.00 0.00
I-A1 2,113,044.34 9,538,682.38 0.00 421,436,317.62
II-A1 62,052.62 2,306,456.46 0.00 18,693,543.54
II-A2 75,467.92 0.00 0.00 19,670,000.00
M-1 149,010.61 0.00 0.00 33,502,000.00
M-2 224,778.98 0.00 0.00 32,045,000.00
M-3 69,852.33 0.00 0.00 8,740,000.00
M-4 98,694.33 0.00 0.00 8,740,000.00
M-5 127,597.64 0.00 0.00 10,196,000.00
M-6 91,142.95 0.00 0.00 7,283,000.00
P 93,630.77 0.00 0.00 100.00