-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LrSV1SMMZ/xxyEJLUrZ6zYSffnt/JCCOzRKrajkpBNZmUuX9HfxaJHPbvzDjxZe/ f0LReMC997JZ5M7DsF+auQ== 0001020242-04-000328.txt : 20040330 0001020242-04-000328.hdr.sgml : 20040330 20040330094841 ACCESSION NUMBER: 0001020242-04-000328 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040329 FILED AS OF DATE: 20040330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPAC SECURED ASSETS CORP MORT PASS THR CERTS SER 2003-2 CENTRAL INDEX KEY: 0001251052 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-85310-01 FILM NUMBER: 04698281 BUSINESS ADDRESS: STREET 1: C/O NORWEST BANK MINNESOTA NA STREET 2: 1761 EAST ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705 MAIL ADDRESS: STREET 1: THACHER PROFFITT & WOOD STREET 2: 11 WEST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10036 10-K 1 im03s210k.txt 10K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2003 Commission file number: 333-85310-01 IMPAC SECURED ASSETS CORP MORT PASS THR CERTS SER 2003-2 (Exact name of Registrant as specified in its Charter) Delaware 33-0715871 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification Number) 1401 Dove Street Newport Beach, California 92660 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 475-3600 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 is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. [x] State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2003. NOT APPLICABLE. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of December 31, 2003. NOT APPLICABLE DOCUMENTS INCORPORATED BY REFERENCE None PART I ITEM 1. Business. Omitted. ITEM 2. Properties. Omitted ITEM 3. Legal Proceedings. None. ITEM 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to a vote of Certificateholders during the fiscal year covered by this report. PART II ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters. The Trust does not issue stock. There is currently no established public trading market for Registrant's Certificates. Registrant believes the Certificates are traded primarily in intra-dealer markets and non-centralized inter-dealer markets. As of December 31,2003 the number of registered holders of all class of Certificates was 10. ITEM 6. Selected Financial Data. Omitted. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted. ITEM 8. Financial Statements and Supplementary Data. Omitted. 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 Registrant. Not Applicable. ITEM 11. Executive Compensation. Not Applicable. ITEM 12. Security Ownership of Certain Beneficial Owners and Management. Security ownership of certain beneficial owners. Under the Pooling and Servicing Agreement governing the Trust, the holders of the Certificates generally do not have the right to vote and are prohibited from taking part in management of the Trust. For purposes of this Item and Item 13 only, however, the Certificateholders are treated as "voting security" holders. As of December 31, 2003, the following are the only persons known to the Registrant to be the beneficial owners of more than 5% of any class of voting securities: CEDEFAST CEDE & CO FAST P.O. BOX 20 BOWLING GREEN STATION NEW YORK, NEW YORK, 10274 SERIES 2003-2 CLASS A-1 $62,730,000 100.0% CEDEFAST CEDE & CO FAST P.O. BOX 20 BOWLING GREEN STATION NEW YORK, NEW YORK, 10274 SERIES 2003-2 CLASS A-2 $47,498,000 100.0% CEDEFAST CEDE & CO FAST P.O. BOX 20 BOWLING GREEN STATION NEW YORK, NEW YORK, 10274 SERIES 2003-2 CLASS A-3 $19,545,636 100.0% CEDEFAST CEDE & CO FAST P.O. BOX 20 BOWLING GREEN STATION NEW YORK, NEW YORK, 10274 SERIES 2003-2 CLASS A-4 $75,000,000 100.0% CEDEFAST CEDE & CO FAST P.O. BOX 20 BOWLING GREEN STATION NEW YORK, NEW YORK, 10274 SERIES 2003-2 CLASS A-IO $29,397,735 100.0% CEDEFAST CEDE & CO FAST P.O. BOX 20 BOWLING GREEN STATION NEW YORK, NEW YORK, 10274 SERIES 2003-2 CLASS A-PO $1,271,388 100.0% CEDEFAST CEDE & CO FAST P.O. BOX 20 BOWLING GREEN STATION NEW YORK, NEW YORK, 10274 SERIES 2003-2 CLASS M-1 $7,500,000 100.0% CEDEFAST CEDE & CO FAST P.O. BOX 20 BOWLING GREEN STATION NEW YORK, NEW YORK, 10274 SERIES 2003-2 CLASS M-2 $1,000,000 100.0% CEDEFAST CEDE & CO FAST P.O. BOX 20 BOWLING GREEN STATION NEW YORK, NEW YORK, 10274 SERIES 2003-2 CLASS M-3 $2,000,000 100.0% UBS SECURITIES LLC 1000 HARBOR BLVD. WEEHAWKEN, NY 07087 SERIES 2003-2 CLASS R $100 100.0% ITEM 13. Certain Relationships and Related Transactions. None ITEM 14. Principal Accountant Fees and Services NOT APPLICABLE PART IV ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The following is a list of documents filed as part of this Annual Report on Form 10-K: EXHIBITS 31, 99.1 and 99.2 (b) The following reports on Form 8-K were filed during the last quarter of the period covered by this report. Monthly Remittance Statement to the Certificate holders dated as of October 27,2003, and filed with the Securities and Exchange Commission on Form 8-K on October 29,2003. Monthly Remittance Statement to the Certificate holders dated as of November 25,2003, and filed with the Securities and Exchange Commission on Form 8-K on November 28,2003. Monthly Remittance Statement to the Certificate holders dated as of December 26,2003, and filed with the Securities and Exchange Commission on Form 8-K on January 6,2004. (c) The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof. (d) Not Applicable. The Trust does not have any subsidiaries or affiliates. Therefore, no financial statements are filed with respect to subsidiaries or affiliates. SIGNATURE 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. By: Impac Funding Corporation, as Master Servicer on behalf of the Registrant By: /s/: Richard J. Johnson Richard J. Johnson Executive Vice President And Chief Financial Officer Date: March 30, 2004 EXHIBIT INDEX Exhibit Document 31 Section 302 Certification 99.1 Servicer's Annual Statement of Compliance for Year End December 31,2003. 99.2 Servicer's Annual Independent Accountant's Report for Year End December 31,2003. EX-99.1 3 im03s2_asoc.txt EXHIBIT 99.1 Exhibit 99.1 OFFICER'S CERTIFICATE Re: Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2003-2 I, Mario R. Fegan, Jr., hereby certify that I am the Vice President, Master Servicing, of Impac Funding Corporation. I further certify, with respect to the Pooling and Servicing Agreement, as Master Servicer, the following: 1. A review of the activities of the Master Servicer during the preceding calendar year and of its performance under the Poling and Servicing Agreement has been made under my supervision; 2. To the best of my knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Pooling and Servicing Agreement for such year; 3. A review of the activities of each Sub-Servicer during the Sub-Servicer's most recently ended fiscal year on or prior to December 31, 2003 and its performance under its Sub-Servicing Agreement has been made under my supervision; and 4. To the best of my knowledge, based on my review and the certification of an officer of each Sub-Servicer, each Sub-Servicer has performed and fulfilled its duties, responsibilities and obligations under the Pooling and Servicing Agreement and its Sub-Servicing Agreement in all material respects throughout the year. IMPAC FUNDING CORPORATION, as Master Servicer By: /s/ Mario R. Fegan, Jr. Name: Mario R. Fegan, Jr. Title: Vice President, Master Servicing EX-31 4 im03s2.txt EXHIBIT 31 Exhibit 31 Certification I, Richard J. Johnson, 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 Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2003-2; 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. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that 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: Wendover Financial Services Corporation, as subservicer, Countrywide Home Loans Servicing LP, as subservicer, GMAC Mortgage Corporation, as subservicer, SunTrust Mortgage, Inc., as subservicer, Cendant Mortgage Corporation, as subservicer and Deutsche Bank National Trust Company, as trustee. Date: March 30, 2004 /s/: Richard J. Johnson Richard J. Johnson Executive Vice President and Chief Financial Officer Impac Funding Corporation EX-99.2 5 impac_acctltr.txt EXHIBIT 99.2 Exhibit 99.2 KPMG company logo here KPMG LLP Suite 700 600 Anton Boulevard Costa Mesa, CA 92626-7651 Independent Accountant's Report The Board of Directors Impac Funding Corporation: We have examined management's assertion, included in the accompanying Management Assertions on Master Servicing, that, except for the noncompliance items described in items 4 and 8, Impac Funding Corporation complied with the requirements for Master Servicer as detailed in the Pooling and Servicing Agreements during the year ended December 31, 2003. Management is responsible for Impac Funding Corporation's compliance with those requirements. Our responsibility is to express an opinion on Impac Funding Corporation'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 Impac Funding Corporation's compliance with those requirements and performing such other procedures, as we considered necessary in the circumstances. Our examination of the sub- servicers' compliance with the Master Servicer's requirements in the Pooling and Servicing Agreements was limited to a review of the applicable sub-servicer agreements to confirm compliance with Master Servicer's requirements under the applicable Pooling and Servicing Agreements. Our examination did not extend to the controls at the sub-servicers. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Impac Funding Corporation's compliance with specified requirements. Our examination disclosed the following material noncompliance with the requirements of the Master Servicer as detailed in the Pooling and Servicing Agreements applicable to Impac Funding Corporation during the year ended December 31, 2003. * Cendant Mortgage Corporation, Countrywide Home Loans and Option One Mortgage Corporation, sub-servicers of the Master Servicer, are allowed 48 hours to deposit payments into the protected accounts rather than 24 hours as required in the Pooling and Servicing Agreements. * The Uniform Single Attestation Program for Mortgage Bankers (USAP) letters and sub-servicer officer's certification for two of the sub-servicers, Homecoming and Finance America, were not available. KPMG company logo here KPMG LLP, a U.S. limited liability partnership, is the U.S. Member firm of KPMG International, a Swiss Cooperative. * Flagstar Bank, a sub-servicer of the Master Servicer, does not provide a USAP letter to the Master Servicer. * The Master Servicer does not cause Option One Mortgage Corporation, which is one of the Master Servicer's sub-servicers, to deny mortgage payment forbearance for more than six months or during the last twelve months of the mortgage note term as required in the Pooling and Servicing Agreements. * The Master Servicer was unable to provide executed copies of the Pooling and Servicing agreements for the CMB 2001-2, SAC 2001-5 and Lehman Brothers Bank 9/1/1999 securitizations. Instead the Master Servicer provided unsigned copies of the agreements which they represent are the same as the executed copies. The Master Servicer indicated that the executed copies were destroyed by the September 11, 2001 world trade center incident. * The Master Servicer does not cause the sub-servicer to provide an officer's certificate, regarding the liquidation of a mortgage loan, to the trustee within five business days after it is determined that all amounts expected to be recovered are recovered. * The Master Servicer did not make available sub-servicing agreement between Master Servicer and Finance America, Master Servicer's sub-servicer, as required by the Pooling and Servicing Agreements. * The Master Servicer's custodial account bank reconciliations contained reconciling items greater than 90 days. In our opinion, except for the material noncompliance items described in the third paragraph, Impac Funding Corporation complied, in all material respects, with the aforementioned requirements for the year ended December 31, 2003. These items of material noncompliance were considered in determining the nature, timing, and extent of the audit of the 2003 consolidated financial statements, and this report does not effect our report dated January 29, 2004, except for Note T of the consolidated financial statements, which is as of February 15, 2004. As discussed in Note A to the consolidated financial statements, the Company changed its method of accounting for derivative instruments and hedging activities in 2001. This report is intended solely for the information and use of Deutsche Bank Trust Company, Americas and Wells Fargo Bank Minnesota, N.A. and is not intended to be and should not be used by anyone other than these specified parties. /s/ KPMG LLP KPMG LLP March 25, 2004 MANAGEMENT ASSERTION ON MASTER SERVICING As of and for the year ended December 31, 2003, Impac Funding Corporation has complied in all material respects with the requirements for Master Servicer as detailed in the Pooling and Servicing Agreements (PSA's) relating to the securitizations as listed in the attachment to this letter, except for the areas as detailed in this assertion. The following is a listing of the specific requirements that the Master Servicer complied with during the year ended December 31, 2003: 1. The Master Servicer does not assert that the sub-servicers are in compliance with PSA's, except that the sub-servicers' agreements comply with the requirements of the Master Servicer under the PSA's, except as noted in the following assertions. 2. The Master Servicer has complied with the requirements as stated within the "Collection of Taxes, Assessments and Similar Items; Servicer Accounts" section of the Pooling and Servicing Agreement. 3. The Master Servicer has complied with the requirements as stated within the "Annual Statement of Compliance" section of the Pooling and Servicing Agreement. 4. The Master Servicer has complied with the requirements as stated within the "Collection of Mortgage Payments" section of the Pooling and Servicing Agreement, except that: * Cendant Mortgage Corporation, Countrywide Home Loans and Option One Mortgage Corporation, sub-servicers of the Master Servicer, are allowed 48 hours to deposit payments into the protected accounts rather than 24 hours as required in the PSA's. * The Master Servicer does not cause Option One Mortgage Corporation, which is one of the Master Servicer's sub-servicers, to deny mortgage payment forbearance for more than six months or during the last twelve months of the mortgage note term as required in the Pooling and Servicing Agreements. * The Uniform Single Attestation Program for Mortgage Bankers (USAP) letters and sub-servicer officer's certification for two of the sub-servicers, Homecoming and Finance America, were not available. * The Master Servicer was unable to provide executed copies of the Pooling and Servicing agreements for the CMB 2001-2, Lehman Brothers Bank 9/1/1999 and SAC 2001-5 securitizations. Instead the Master Servicer provided unsigned copies of the agreements which they represent are the same as the executed copies. The Master Servicer indicated that the executed copies were destroyed by the September 11, 2001 world trade center incident. * Flagstar Bank, a sub-servicer of the Master Servicer, does not provide a USAP letter to the Master Servicer. * The Master Servicer does not cause the sub-servicer to provide an officer's certificate, regarding the liquidation of a mortgage loan, to the trustee within five business days after it is determined that all amounts expected to be recovered are recovered. * The Master Servicer did not make available sub-servicing agreement between Master Servicer and Finance America, Master Servicer's sub-servicer, as required by the Pooling and Servicing Agreements. * The Master Servicer's custodial account bank reconciliations contained reconciling items greater than 90 days. 5. The Master Servicer has complied with the requirements as stated within the "Maintenance of Primary Insurance Policies; Collections Thereunder" section of the Pooling and Servicing Agreement. 6. The Master Servicer has complied with the requirements as stated within the "Maintenance of Hazard Insurance and Fidelity Coverage" section of the Pooling and Servicing Agreement. 7. The Master Servicer has complied with the requirements as stated within the "Protected Accounts" section of the Pooling and Servicing Agreement. 8. The Master Servicer has complied with the requirements as stated within the "Withdrawals from Collection Accounts" section of the Pooling and Servicing Agreement, except that: * The Master Servicer does not cause Option One Mortgage Corporation, which is one of the Master Servicer's sub-servicers, to deny mortgage payment forbearance for more than six months or during the last twelve months of the mortgage note as required in the Pooling and Servicing Agreements. IMPAC FUNDING CORPORATION March 25, 2004 /s/ Richard Johnson Richard Johnson Chief Financial Officer /s/ Mario R. Fegan Mario R. Fegan Vice President Master Servicing Securitizations included in testwork Securitizations 1. IMPAC CMB 2003-1 2. IMPAC CMB 2003-2 3. IMPAC CMB 2003-3 4. IMPAC CMB 2003-4 5. IMPAC CMB 2003-5 6. IMPAC CMB 2003-6 7. IMPAC CMB 2003-7 8. IMPAC CMB 2003-8 9. IMPAC CMB 2003-9F 10. IMPAC CMB 2003-10 11. IMPAC CMB 2003-11 12. IMPAC CMB 2003-12 13. IMPAC SAC 2003-1 14. IMPAC SAC 2003-2 15. IMPAC SAC 2003-3 16. WELLS FARGO WHOLE LOAN 17. SOUNDVIEW 2003-2 -----END PRIVACY-ENHANCED MESSAGE-----