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: 333-104153-02
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 A-1 3
Class A-2 3
Class C 1
Class DIV_CERT 1
Class M-1 4
Class M-2 5
Class M-3F 4
Class M-3V 3
Class M-4 4
Class P 1
Class R-1 1
Total: 30
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) Fairbanks Capital Corp, 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) Fairbanks Capital Corp, 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) Fairbanks Capital Corp, as Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.
(b) On November 4, 2003, December 9, 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-FF1, Asset-Backed Certificates,
Series 2003-FF1;
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: Fairbanks
Capital Corp. 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)
ERNST & YOUNG (logo)
Ernst & Young LLP
725 South Figueroa Street
Los Angeles, California 90017-5418
Phone: (213) 977-3200
www.ey.com
Report on Management's Assertion on Compliance with the Minimum Servicing
Standards Set Forth in the Uniform Single Attestation Program for Mortgage
Bankers Report of Independent Accountants
Board of Directors Fairbanks Capital Corp.
We have examined management's assertion, included in the accompanying report
titled Report of Management, that Fairbanks Capital Corp. ("Fairbanks") complied
with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
("USAP") during the year ended December 31,2003. Management is responsible for
Fairbanks' compliance with those requirements. Our responsibility is to express
an opinion on management's assertion about Fairbanks' compliance based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Fairbanks's compliance with those
requirements 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
Fairbanks' compliance with specified requirements.
In our opinion, management's assertion that Fairbanks complied with the
aforementioned requirements during the year ended December 31, 2003, is fairly
stated, in all material respects.
This report is intended solely for the information and use of the Board of
Directors, Audit Committee, management, Fannie Mae, Freddie Mac, Ginnie Mae and
other investors in serviced assets and is not intended to be and should not be
used by anyone other than these specified parties.
/s/Ernst & Young
January 19, 2004
A Member Practice of Ernst & Young Global
Ex-99.2 (a)
(logo) FAIRBANKS CAPITAL CORP.
Management's Assertion on Compliance with the Minimum Servicing Standards Set
Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of
Management
We, as members of management of Fairbanks Capital Corp. (Fairbanks), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers ("USAP"). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards. We
have performed an evaluation of Fairbanks' compliance with the minimum servicing
standards set forth in USAF as of December 31, 2003 and for the year then ended.
Based on this evaluation, we assert that during the year ended December 31,
2003, Fairbanks complied, in all material respects, with the minimum servicing
standards set forth in USAP.
As of December 31, 2003 and for the year then ended, Fairbanks had in effect
3- fidelity bond in the amount of $55,000,000 and an errors and omissions policy
in the amount $20,000,000.
/s/ James H. Orzanne
James H. Orzanne
Chief Executive Officer
/s Matthew L. Hollingsworth
Matthew L. Hol1lingsworth, Chief Operating Officer
/s/ Barbara K. Wing
Barbara K. Wing
Senior Vice President and
Controller
January 19,2004
3815 SOUTH WEST TEMPLE. SALT LAKE CITY, UTAH 84115-4412 P.O. Box 65250.
SALT LAKE CITY, UTAH 84165-0250 TELEPHONE (801) 293-1883 .FAX (801) 293-1297
Ex-99.3 (a)
FAIRBANKS CAPITAL CORP.
Agreement: Financial Asset Securities Corp., Depositor, Fairbanks Capital Corp.,
Servicer and Wells Fargo Bank Minnesota National Association, Trustee-Pooling
and Servicing Agreement - First Franklin Mortgage Loan Trust 2003-FF1
Dated: 04/01/2003
ANNUAL STATEMENT AS TO COMPLIANCE
In accordance with the applicable section in each of the Pooling and Servicing
Agreements specified:
i. a review of the activities of the Servicer during the year ended December
31, 2003 and of performance under this Agreement has been made under such
officers' supervision; and
ii. to the best of such officers' knowledge, based on such review, the Servicer
has fulfilled all of its obligations under this Agreement throughout such
year.
February 7, 2004
/s/ Matt Hollingsworth
Matt Hollingsworth
Chief Operating Officer
Fairbanks Capital Corp.
3815 SOUTH WEST TEMPLE . SALT LAKE CITY, UTAH 84115-4412
P.O. Box 65250 . SALT LAKE CITY, UTAH 84165-0250
TELEPHONE (801) 293-1883 . FACSIMILE (801)293-1297
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>
A-1 5,687,028.65 41,102,432.62 0.00 353,002,518.17
A-2 1,925,886.79 13,765,922.76 0.00 119,860,077.25
C 16,086,769.18 0.00 0.00 5,126,520.77
DIV_CERT 8,518.24 0.00 0.00 0.01
M-1 486,348.80 0.00 0.00 27,140,000.00
M-2 506,843.61 0.00 0.00 25,633,000.00
M-3F 316,880.00 0.00 0.00 8,500,000.00
M-3V 126,127.69 0.00 0.00 5,070,000.00
M-4 110,857.73 0.00 0.00 3,920,000.00
P 1,135,314.07 0.00 0.00 100.00
R-1 0.00 0.00 0.00 0.00