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: 333-104153-05
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 4
Class C 1
Class DIV CERT 1
Class M-1 3
Class M-2 9
Class M-3A 3
Class M-3F 4
Class M-4A 3
Class M-4F 3
Class M-5A 3
Class M-5F 3
Class P 1
Class R 1
Total: 42
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) Chase Manhattan Mtg 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) Chase Manhattan Mtg 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) Chase Manhattan Mtg Corp, as Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.
(b) On November 6, 2003, December 9, 2003, and January 12, 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, 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-FF2, Asset-Backed Certificates,
Series 2003-FF2;
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: Chase
Manhattan Mortgage Corporation 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)
PRICEWATERHOUSECOOPERS (logo)
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York NY 10036
Telephone (646) 471 4000
Facsimile (813) 286 6000
Report of Independent Auditors
To the Board of Directors and Stockholder
of Chase Manhattan Mortgage Corporation:
We have examined management's assertion about Chase Manhattan Mortgage
Corporation's (the "Company") compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended
December 31, 2003 included in the accompanying management assertion (see Exhibit
I). The Company performs loan subservicing functions for the residential loan
servicing portfolio of its affiliate, Chase Mortgage Company West. 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 made 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 the 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 the 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, 2003 is fairly stated, in all material respects.
/s/ Pricewaterhousecoopers LLP
March 3, 2004
Ex-99.2 (a)
(Logo) Chase
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
Exhibit I
Management's Assertion Concerning Compliance with USAP Minimum Servicing
Standards
March 3, 2004
As of and for the year ended December 31, 2003, Chase Manhattan Mortgage
Corporation and its subsidiaries (collectively, the "Group'') have complied in
all material respects with the minimum servicing standards (the "standards")
set forth in the Mortgage Bankers association of America's Uniform Single
Attestation Program for Mortgage Bankers ("USAP"). These standards are
applicable only to Chase Manhattan Mortgage Corporation's prime and subprime
mortgage portfolios.
As of and for this same period, the Group had in effect fidelity bond and
errors and omissions policy in the amounts of $250,000,000 and $25,000,000
respectively.
/s/ Steve Rotella
Steve Rotella
Chief Executive Officer
/s/ Terry L. Gentry
Terry L. Gentry
Senior Vice President of Servicing
/s/ Lucy Gambino
Lucy Gambino
Vice President of Risk Management
Ex-99.3 (a)
(logo) CHASE
THE RIGHT REALATIONSHIP IS EVERYTHING
Chase Home Finance
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
March 15, 2004
Timothy Deal
First Franklin Mortgage Loan Trust 2003-FF2
9062 Old Annapolis Rd.,
MAC-N2702-011
Columbia MD 21045-1951
RE: Annual Statement as to Compliance
Pursuant to that certain Loan Servicing Agreement ("Agreement') dated as of June
1,2003 , I, H. John Berens, hereby certify that
i. A review of the activities of the Servicer during the preceding year and the
performance under this Agreement has been made under my supervision, and
ii. To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement for such year.
Sincerely,
/s/ H. John Berens
H. John Berens
Senior Vice President
HJB/rk
cc: Ms. Lucy Gambino
Mr. Richard Yonemura
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 6,646,401.27 36,554,679.03 0.00 491,735,320.98
A-2 2,839,450.11 19,468,257.74 0.00 215,207,742.26
C 16,237,500.56 0.00 0.00 6,558,451.90
DIV CERT 0.00 0.00 0.00 0.00
M-1 570,589.50 0.00 0.00 39,351,000.00
M-2 491,791.90 0.00 0.00 34,978,000.00
M-3A 78,737.45 0.00 0.00 4,968,000.00
M-3F 127,310.04 0.00 0.00 5,963,000.00
M-4A 78,495.33 0.00 0.00 3,745,000.00
M-4F 120,250.02 0.00 0.00 5,000,000.00
M-5A 83,324.61 0.00 0.00 3,468,000.00
M-5F 199,262.10 0.00 0.00 7,463,000.00
P 1,150,120.07 0.00 0.00 100.00
R 0.00 0.00 0.00 0.00