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, 2004
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-117991-01
IMPAC Secured Assets Corporation
Mortgage Pass-Through Certificates
Series 2004-3
(Exact name of registrant as specified in its charter)
New York 54-2160281
(State or other jurisdiction of 54-2160282
incorporation or organization) 54-2160283
54-2160284
(I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 884-2000
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.
Documents Incorporated by Reference
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 and Issuer Purchases of Equity Securities.
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, 2004, the total number of holders
of record for the Series of Certificates is 39.
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.
Item 9B. Other Information.
None.
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.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities.
<s> <c>
a) Impac Funding Corporation, as Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards.
<s> <c>
a) Impac Funding Corporation, as Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements.
<s> <c>
a) Impac Funding Corporation, as Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.
(b) Not applicable.
(c) 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:
IMPAC Secured Assets Corporation
Mortgage Pass-Through Certificates
Series 2004-3
(Registrant)
Signed: Impac Secured Assets, Corporation as Master Servicer
By: Richard Johnson, Executive Vice President/CFO
By: /s/ Richard Johnson, Executive Vice President/CFO
Dated: April 14, 2005
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
Impac Secured Assets Corp.,
Mortgage Pass-Through Certificates, Series 2004-3
I, Richard 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.; IMPAC Secured Assets Corporation
Mortgage Pass-Through Certificates, Series 2004-3 Trust;
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:
Impac Funding Corporation as Servicer.
Date: April 14, 2005
/s/ Richard Johnson
Signature
Executive Vice President/CFO
Title
EX-99.1
(logo) KPMG
KPMG LLP
355 South Grand Avenue
Suite 2000
Los Angeles, CA 90071-1568
Independent Accountants' Report
The Board of Directors
Impac Funding Corporation
We have examined management's assertion, included in the accompanying Management
Assertion on Master Servicing, that, except for the noncompliance items
described, Impac Funding Corporation complied with the requirements for Master
as Servicer detailed in "Exhibit A - Master Servicing Requirements" ("specified
requirements"),attached to management's assertion, as of and for the year ended
Management is responsible for Impac Funding Corporation's compliance with those
December 31, 2004. 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 the specified 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 Impac Funding
Corporation's compliance with the specified requirements, and therefore do not
express an opinion thereon.
Impac Funding Corporation uses sub-servicing organizations to perform certain of
the servicing obligations included in the specified requirements. We did not
examine the sub-servicers compliance with the specified requirements.
Our examination disclosed the following material noncompliance with the
specified requirements applicable to Impac Funding Corporation during the year
ended December 31, 2004.
* 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 specified by requirement 2(b) of Exhibit
A.
* Certain sub-servicers of the Master Servicer, are allowed 2 business days to
deposit payments into the custodial account rather than 1 business day as
specified by requirement 5 of Exhibit A.
KPMG LLP, a U.S. limited liability partnership, is the U.S. member
firm of KPMG International, a Swiss cooperative.
* Sub-servicer officer's certifications and the independent accountant's
attestation report for five sub-servicers, American Homes, Finance America,
Decision One, The Mortgage Store and Encore were not available as specified
by requirement 15 of Exhibit A..
* 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 and the Indenture
Trustee agreed that a monthly summary report is more operationally
effective.
* The Master Servicer did not make available the sub-servicing agreement
between the Master Servicer and Finance America and Encore, the Master
Servicer's sub-servicer, as specified by requirement 1 of Exhibit A.
* The Master Servicer's custodial account bank reconciliations contained
reconciling items greater than 90 days for two accounts.
* The existence of a fidelity bond and, errors and omission insurance policy
was unable to be determined for five sub-servicers, as specified by
requirement 9 of Exhibit A.
In our opinion, except for the material noncompliance described in the third
paragraph, Impac Funding Corporation complied, in all material respects, with
the specified requirements as of and for the year ended December 31, 2004.
This report is intended solely for the information and use of Deutsche Bank
National Trust Company 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
April 8, 2005
EX-99.2
MANAGEMENT ASSERTION ON MASTER SERVICING
As of and for the year ended December 31, 2004, Impac Funding Corporation has
complied in all material respects with the requirements for Master Servicer as
detailed in the attached Exhibit A - Master Servicing Requirements relating to
the pooling and servicing agreements related to the securities included in the
attachment (Exhibit B - List of Securities) to this letter, except as noted
below:
The Master Servicer does not assert that the sub-servicers are in compliance
with the requirements of Exhibit A, except that the sub-servicers' agreements
comply with the requirements of the Master Servicing Requirements, except as
noted below.
* 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 specified by requirement 2(b).
* Certain sub-servicers of the Master Servicer, are allowed 2 business days to
deposit payments into the custodial account rather than 1 business day specified
by requirement 5.
* Sub-servicer officer's certifications and the independent accountant's
attestation report for five sub-servicers, American Homes, Finance America,
Decision One, The Mortgage Store and Encore were not available as specified by
requirement 15.
* 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 and the Indenture Trustee agreed
that a monthly summary report is more operationally effective.
* The Master Servicer did not make available sub-servicing agreement between the
Master Servicer and Finance America and Encore, the Master Servicer's
sub-servicer, as specified by requirement 1.
* The Master Servicer's custodial account bank reconciliations contained
reconciling items greater than 90 days for two accounts.
* The existence of a fidelity bond and errors and omission insurance policy was
unable to be determined for five sub-servicers as specified by requirement 9.
IMPAC FUNDING CORPORATION
April 8, 2005
/s/ Richard Johnson
Richard Johnson
Chief Financial Officer
/s/ Mohammad Younus
Mohammad Younus
Senior Vice President Default Management
/s/ Mario R. Fegan
Mario R. Fegan
Vice President Master Servicing
Exhibit A
Master Servicing Requirements
1 The Master Servicer has entered into sub-servicing agreements with
sub-servicer for the servicing and administration of the mortgage loans.
2 The Master Servicer collects or causes to be collected, payments under the
terms of the mortgage note. The Master Servicer or related sub-servicer may:
a Waive or permit to be waived, any late payment charge, prepayment penalty,
assumption fee, or any penalty interest
b Suspend or reduce, or permit to be suspended or reduced, regular monthly
payments for a period of up to six-months, provided that monthly payments may
not be suspended during the twelve months prior to final maturity.
3 The Master Servicer shall within five days of determining that all amounts
which it expects to recover from a mortgage loan have been recovered,
provide to the Indenture Trustee a certificate of an Officer that such
mortgage loan has become a Liquidated mortgage loan.
4 The Master Servicer shall establish a segregated account in the name of the
Indenture Trustee into which payments collected on the mortgage notes are
deposited within one business day.
5 Each subservicer shall remit to the Master Servicer all scheduled or expected
collections on the mortgage loans no later than the eighteenth (18th) day of
each month.
6 The Master Servicer may withdraw from the Collection Account amounts on
deposit that are attributable to the mortgage loans for the following purposes:
a To deposit by the third business day prior to each payment date, the funds
required to be distributed to the investors
b To pay to itself, or reimburse itself or any sub-servicer for any allowable
advances or expenses
7 The Master Servicer shall establish and maintain, or cause a sub-servicer
to establish and maintain, a servicing account held in trust for the
Indenture Trustee, into which collections from mortgagors for the payment
of the taxes, assessments and insurance premiums shall be deposited.
8 Master Servicer shall maintain and keep, or cause each sub-servicer to
maintain and keep, with respect to each mortgage loan, Hazard Insurance.
9 The Master Servicer shall obtain and maintain and shall cause each
sub-servicer to obtain and maintain a fidelity bond and an errors and omissions
insurance policy.
10 The Master Servicer shall provide to the Indenture Trustee on an annual
basis an Officer's Certificate containing a Statement of Compliance with
the applicable Servicing Agreement.
11 The Master Servicer shall cause the sub-servicer to file reports on
interest received, foreclosures, abandonment and information related to
cancellation of indebtedness in accordance with applicable state and
federal income tax laws.
12 On each payment date, the Master Servicer shall deliver to the Indenture
Trustee, a Remittance Report, which shall include an Officer Certification
and a calculation of Realized Losses that occurred.
13 The Master Servicer shall advance and deposit in the custodial account, the
shortfall between any mortgage payment that was due and is delinquent, and
the scheduled mortgage payment expected to be collected from the mortgagor.
14 The Master Servicer deposits in the Collection Account an amount equal to the
compensating interest.
15 The Master Servicer shall obtain from the sub-servicer:
a An annual statement of compliance (certification) stipulating that such
sub-servicer has performed and fulfilled its duties, responsibilities,
and obligations under the pooling and servicing agreement and its
sub-servicing agreement.
b An independent certified public accountant's attestation report on
whether such sub-servicer has complied with the minimum servicing
standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers (USAP)
Exhibit B
List of Securities
IMPAC CMB 2002-1
IMPAC CMB 2002-2
IMPAC CMB 2002-3
IMPAC CMB 2002-4F
IMPAC CMB 2002-5
IMPAC CMB 2002-6F
IMPAC CMB 2002-7
IMPAC CMB 2002-8
IMPAC CMB 2002-9
IMPAC CMB 2003-1
IMPAC CMB 2003-10
IMPAC CMB 2003-11
IMPAC CMB 2003-12
IMPAC CMB 2003-2
IMPAC CMB 2003-3
IMPAC CMB 2003-4
IMPAC CMB 2003-5
IMPAC CMB 2003-6
IMPAC CMB 2003-7
IMPAC CMB 2003-8
IMPAC CMB 2003-9F
IMPAC CMB 2004-1
IMPAC CMB 2004-10
IMPAC CMB 2004-11
IMPAC CMB 2004-2
IMPAC CMB 2004-3
IMPAC CMB 2004-4
IMPAC CMB 2004-5
IMPAC CMB 2004-6
IMPAC CMB 2004-7
IMPAC CMB 2004-8
IMPAC CMB 2004-9
IMPAC SAC 1998-F1
IMPAC SAC 1998-S3
IMPAC SAC 2000-3
IMPAC SAC 2000-4
IMPAC SAC 2000-5
IMPAC SAC 2001-1
IMPAC SAC 2001-2
IMPAC SAC 2001-3
IMPAC SAC 2001-4
IMPAC SAC 2001-5
IMPAC SAC 2001-6
IMPAC SAC 2001-7
IMPAC SAC 2001-8
IMPAC SAC 2002-1
IMPAC SAC 2002-2
IMPAC SAC 2002-3
IMPAC SAC 2003-1
IMPAC SAC 2003-2
IMPAC SAC 2003-3
IMPAC SAC 2004-1
IMPAC SAC 2004-2
IMPAC SAC 2004-3
IMPAC SAC 2004-4
LEHMAN BROTHERS BANK 9/1/1999
PFCA HOME EQUITY INVESMENT TRUST 2002-IFC1
PFCA HOME EQUITY INVESMENT TRUST 2003-IFC3
PFCA HOME EQUITY INVESMENT TRUST 2003-IFC4
PFCA HOME EQUITY INVESMENT TRUST 2003-IFC5
PFCA HOME EQUITY INVESMENT TRUST 2003-IFC6
PFCA HOME EQUITY INVESTMNT TRUST 2002-IFC2
SOUNDVIEW HOME LOAN TRUST 2003-2
SOUNDVIEW HOME LOAN TRUST 2004-1
WELLS FARGO WHOLE LOAN
KPMG LLP
355 South Grand Ave, Suite 2000
Los Angeles, California 90071
April 8, 2005
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 attached to management's assertion and as detailed
in "Exhibit A - Master Servicing Requirements" ("specified requirements"), as of
and for the year ended December 31, 2004 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:
1. We are responsible for complying with the specified requirements.
2. We are responsible for establishing and maintaining effective internal
control over compliance with the specified requirements.
3. We have performed an evaluation of Impac Funding Corporation's
compliance with the specified requirements.
4. As of and for the year ended and December 31, 2004, Impac Funding
Corporation has complied in all material respects with the specified
requirements except as noted in the Management Assertion on Master
Servicing.
5. We have disclosed to you all known noncompliance with the specified
requirements.
6. We have made available to you all documentation related to compliance
with the specified requirements.
7. We have disclosed any communications from regulatory agencies, internal
auditors, and other practitioners concerning possible noncompliance
with the specified requirements, including communications received
between the end of the period addressed in management's assertion and
the date of the Independent Accountants' Report.
8. We have disclosed to you any known noncompliance occurring subsequent
to December 31, 2004.
9. We note that there have been no losses incurred on permitted
investments held by the Master Servicer or any sub-servicer for the
year ended December 31, 2004.
10. We believe that the specified requirements are "suitable" criteria as
defined by attestation standards of the American Institute of Certified
Public Accountants, and are sufficient for the purposes of the
specified parties included in your report.
Very truly yours,
Impac Funding Corporation
/s/ Joseph Tomkinson
Joseph Tomkinson
Chairman, Chief Executive Officer
/s/ Richard Johnson
Richard Johnson
Chief Financial Officer
/s/ Mario R. Fegan Jr.
Mario R. Fegan Jr.
Vice President Master Servicing
EX-99.3
IMPAC FUNDING CORPORATION
1401 Dove Street
Newport Beach, California 92660
Toll free 800/597.4101
www.impaccompanies.com
OFFICER'S CERTIFICATE
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 each Pooling and Servicing Agreement or Servicing Agreement, as applicable,
related to each transaction listed on Schedule I attached hereto (each, an
"Agreement"), as Master Servicer, the following:
1. I have reviewed the activities of the Master Servicer during the
preceding calendar year and of its performance under the Agreement;
2. To the best of my knowledge, based on such review, the Master
Servicer has fulfilled all its obligations under the Agreement for such year;
3. I have reviewed the activities of each Subservicer during the
Subservicer's most recently ended fiscal year on or prior to December 31, 2004
and its performance under its Subservicing Agreement; and
IMPAC
(logo)
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 Agreement and its
Subservicing Agreement in all material respects throughout the year, or if there
has been a default in performance or fulfillment of any such duties,
responsibilities or obligations, the nature and status of each such default is
attached hereto on Schedule II.
Date: /s/ 3/29/05
IMPAC FUNDING CORPORATION,
as Master Servicer
By: /s/ Mario R. Fegan, Jr.
Name: Mario R. Fegan, Jr.
Title: Vice President, Master Servicing
SCHEDULE I
Securitizations
IMPAC SAC 1999-2
IMPAC SAC 2000-1
IMPAC CMB 2004-11
IMPAC CMS 2004-2
IMPAC CMB 2004-6
IMPAC CMS 2004-9
IMPAC SAC 2001-2
IMPAC SAC 2004-3
IMPAC SAC 2004-4
SCHEDULE II
(None)
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>
1-A-1 3,176,647.88 51,095,901.07 0.00 424,318,098.93
1-A-2 1,480,666.67 0.00 0.00 200,000,000.00
1-A-3 1,160,879.79 0.00 0.00 145,231,000.00
1-A-4 4,113,113.97 34,503,220.96 0.00 519,648,779.03
1-A-5 1,168,223.70 9,510,999.73 0.00 143,244,000.28
2-A-1 2,879,358.82 17,879,695.40 0.00 382,244,304.60
2-A-2 1,620,029.73 10,059,752.84 0.00 215,064,247.16
B 354,200.01 0.00 0.00 28,750,000.00
M-1 217,492.47 0.00 0.00 26,450,000.00
M-2 192,893.33 0.00 0.00 23,000,000.00
M-3 196,662.78 0.00 0.00 23,000,000.00
M-4 230,587.78 0.00 0.00 23,000,000.00
M-5 238,126.67 0.00 0.00 23,000,000.00
P 390,784.87 0.00 0.00 100.00
R 0.00 0.00 0.00 0.00