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, 2002
Commission file number: 333-66328
IMPAC SECURED ASSETS CORP
(Exact name of Registrant as specified in its Charter)
California 33-0715871
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
1401 Dove Street
Newport Beach, CA 92260
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(714) 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. [ ].
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant as of December 31,2002.
NOT APPLICABLE.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of December 31,2002.
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 31,2002 the number of registered holders of all class of
Certificates was 11.
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.
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, 2002, 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 2002-S1
CLASS A-I-1
$30,800,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS A-I-2
$17,900,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS A-I-3
$19,100,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS A-I-4
$25,500,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS A-I-5
$10,000,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS A-I-6
$25,244,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS A-I-O
$26,750,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS A-II
$57,956,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS M-1
$6,000,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS M-2
$4,000,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2002-S1
CLASS B
$3,500,000
100.0%
ITEM 13. Certain Relationships and Related Transactions.
None
ITEM 14. Controls and Procedures
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 99.1 and 99.2
99.1 Servicer's Annual Statement of Compliance for Year End
December 31,2002.
99.2 Servicer's Annual Independent Accountant's Report for Year End
December 31,2002.
(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 Certificateholders dated as of
October 25,2002, and filed with the Securities and Exchange Commission on
Form 8-K on December 4,2002 on Form 8-K/A on January 27,2003.
Monthly Remittance Statement to the Certificateholders dated as of
November 25,2002, and filed with the Securities and Exchange Commission on
Form 8-K on December 13,2002 on Form 8-K/A on January 27,2003.
Monthly Remittance Statement to the Certificateholders dated as of
December 26,2002 and filed with the Securities and Exchange Commission on
Form 8-K on January 3,2003 on Form 8-K/A on January 27,2003.
(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
Name: Richard J. Johnson
Company: Impac Funding Corporation
Title: Executive Vice President and
Chief Financial Officer
Date: April 15, 2003
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 2002-1;
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: Deutsche Bank National
Trust Company, as Trustee, GMAC Mortgage Corporation, as Subservicer and L
ighthouse Community Bank, as Subservicer.
Date: April 15, 2003
By: /s/: Richard J. Johnson
Name: Richard J. Johnson
Company: Impac Funding Corporation
Title: Executive Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit Document
99.1 Servicer's Annual Statement of Compliance for Year End
December 31,2002.
99.2 Servicer's Annual Independent Accountant's Report for Year End
December 31,2002.
Exhibit 99.1
IMPAC FUNDING CORPORATION Toll Free 800/597.4101
1401 Dove Street www.impaccompanies.com
Newport Beach, California 92660
OFFICER'S CERTIFICATE
Re: Impac Secured Assets Corp., Mortgage Pass-Through Certificates,
Series 2002-1
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 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 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 Servicing Agreement for such year;
3. A review of the activities of each Subservicer during the Subservicer's
most recently ended fiscal year on or prior to December 31, 2002 and its
performance under its Subservicing 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 Subservicer, each Subservicer has performed and fulfilled
its duties, responsibilities and obligations under the Servicing Agreement and
its Subservicing Agreement in all material respects throughout the year.
IMPAC FUNDING CORPORATION,
as Master Servicer
By: /s/: Mario Fegan
Name: Mario R. Fegan, Jr.
Title: Vice President, Master Servicing
Exhibit 99.2
KPMG Logo Here
355 South Grand Avenue
Suite 2000
Los Angeles, CA 90071-1568
Independent Account's Report
The Board of Directors
Impac Funding Corporation:
We have examined management's assertion, included in the accompanying
Management Assertions on Servicing, that, except for the noncompliance items
described in items 4 and 8, Impac Funding Corporation complied with the
requirements for Master Servicer detailed in the Pooling and Servicing
Agreements during the year ending December 31,2002. 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 Accounts and,
accordingly, included examining, on a teat 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
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 specific 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 December
31,2002
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 officers certifications for two of the sub-
servicers, Option One Mortgage and Lighthouse Community Bank, were as
of April 30, 2002 and September 30,2002, rather then December
31,2002.
KPMG Logo Here
KPMG Logo here
Flagstar Bank, a sub-servicer of the Master Servicer, does not
provide a UASP letter to the Master Servicer.
The Master Servicer does not cause Option One Mortgage Corporation,
which is one of the Masters 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 and SAC 2001-5
securitizations. Instead the Master Servicer provided unsigned
copies of the agreements which they represented are the same as the
executed copies. The Master Servicer indicated that the executed
copied were destroyed by the September 11,2001 world trade center
incident.
In our opinion, except for the material non-compliance items described in the
third paragraph, Impac Funding Corporation complied, in all material respects,
with the aforementioned requirements for the year ended December 31,2002.
These items of material noncompliance were considered in determining the
nature, timing, and extent of the audit of the 2002 consolidated financial
statements, and this report does not effect our reported dated January 29,2003.
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 not intended
to be and should not be used by anyone other then these specific parties.
/s/: KPMG LLP
April 9,2003
IMPAC FUNDING CORPORATION Toll Free 800/597.4101
1401 Dove Street www.impaccompanies.com
Newport, California 92660
KPMG LLP
600 Anton Blvd., Suite 700
Costa Mesa, CA 92626
April 14, 2003
Ladies and Gentlemen:
We are providing you this letter in connection with your examination of
management's assertion about Impac Funding Corporation's compliance with the
master servicing requirements as detailed in the pooling and servicing
requirements as of and for the year ended December 31,2002 for the purpose of
expressing an opinion as to whether management's assertion is fairly stated,
in all material respects.
We confirm, to the best of our knowledge and belief, the following
representations made to you during your examination:
Impac Logo Here
1. We are responsible for complying with the master servicing requirements as
detailed in the pooling and servicing agreements.
2. We are responsible for establishing and maintaining effective internal
control over compliance with the master servicing requirements.
3. We have performed an evaluation of Impac Funding Corporation's compliance
with the master servicing requirements.
4. As of and for the year ending December 31,2002, Impac Funding Corporation
has complied in all material respects with the master servicing requirements
as detailed in the pooling and servicing agreements, excepted as noted in
Management's Assertion on Master Servicing.
5. We have disclosed to you all known noncompliance with the master servicing
requirements.
6. We have made available to you all documents related to compliance with the
master servicing requirements.
7. We have disclosed any communications from regulatory agencies, internal
audits, and other practitioners concerning possible noncompliance with the
master servicing requirements, including communications received between the
end of the period addressed in Management's Assertion on Master Servicing
and the date of the independents accounts' report.
8. We have disclosed to you any known noncompliance occurring subsequent to
December 31,2002.
9. We noted there have been no losses incurred on permitted investments held by
the Master Servicer or any sub-servicer for the year ended December 31,2002.
10. We affirm that the unsigned copies of the Pooling and Servicing agreements
for the CMB 2001-2, SAC 2001-5 and the Lehman Brothers Bank 9/1/99
securitizations are the same as the executed copies which were destroyed in
the September 11,2001 World Trade Center incident.
Very truly yours,
Impac Funding Corporation
/s/: Richard Johnson
Richard Johnson
Chief Financial Officer
/s/: Mario R. Fegan
Mario R. Fegan
Vice President Master Servicing
IMPAC FUNDING CORPORATION Toll Free 800/597.4101
1401 Dove Street www.impaccompanies.com
Newport, California 92660
MANAGEMENT ASSERTION ON MASET SERVICING
As of and for the year ended December 31,2002, 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 list of the specific requirements that the Master Servicer
complied with during the year ended December 31,2002:
1. The Master Servicer does not assert that the sub-servicers are in compliance
with the 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 with in 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 states 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 the
24 as required in the PSA's.
The Uniform Single Attestation Program for Mortgage Bankers (USAP)
letters and sub-servicer officers certifications for two of the sub-
servicers, Option One Mortgage and Lighthouse Community Bank, were as
of April 30, 2002 and September 30,2002, rather then December
31,2002.
Flagstar Bank, a sub-servicer of the Master Servicer, does not
provide a UASP letter to the Master Servicer.
The Master Servicer does not cause Option One Mortgage Corporation,
which is one of the Masters 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 and SAC 2001-5
securitizations. Instead the Master Servicer provided unsigned copies
of the agreements which they represented are the same as the executed
copies. The Master Servicer indicated that the executed copied were
destroyed by the September 11,2001 world trade center incident.
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 Masters 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.
Impac Funding Corporation
April 9,2003
/s/: Richard Johnson
Richard Johnson
Chief Financial Officer
/s/: Mario R. Fegan
Mario R. Fegan
Vice President Master Servicing
Management Assertion on Master Servicing
Year Ending December 31,200
Issue Name
IMPAC CMB 2002-1 IMPAC SAC 2001-1
IMPAC CMB 2002-2 SAC 2001-2
IMPAC CMB 2002-3 SAC 2001-3
IMPAC CMB 2002-4 SAC 2001-4
IMPAC CMB 2002-5 SAC 2001-5
IMPAC CMB 2002-6 SAC 2001-6
IMPAC CMB 2002-7 SAC 2001-7
IMPAC CMB 2002-8 SAC 2001-8
IMPAC CMB 2002-9 IMPAC CMB 2000-2
IMPAC SAC 2002-1 IMPAC SAC 2000-4
IMPAC SAC 2002-2 IMPAC SAC 2000-5
IMPAC SAC 2002-3 WELLS FARGO WHOLE LOAN
PFCA HM EQTY INVMT TR 2002-IFC1
PFCA HM EQTY INVMT TR 2002-IFC2
BEAR STEARNS 1996-1
BEAR STEARNS 1996-3
BEAR STEARNS 1996-4
BEAR STEARNS 1996-9
ICIFC-SECURED ASSET 1997-1
ICIFC-SAC 1997-2
ICIFC-SECURED ASSET 1997-3
ICIFC-SAC 1999-2
IMPERIAL CMB 1998-2
SAC 1998-F1
SAC 1998-S1
SAC 1998-S2
SAC 1999-S1
SAC 2000-1
SAC 2000-2
SAC 2000-3
CMB 1998-1
CMB 2001-1
CMB 2001-2
CMB 2001-3
CMB 2001-4