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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE 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 333-56303
ETCF ASSET FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 91-1904587
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Convention Center Drive, Suite 850, Las Vegas, NV 89109
(Address of principal offices and zip code)
(702) 385-1668
(Registrant's telephone number, including area code)
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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 this Form 10-K or any
amendment to this Form 10-K. [X].
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X].
As of March 14, 2005, the Registrant was controlled by E*TRADE Financial
Corporation, a Delaware corporation.
DOCUMENTS INCORPORATED BY REFERENCE
None
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TABLE OF CONTENTS
PART ITEM PAGE
- ---- ---- ----
I 1. Business 1
2. **
3. * Legal Proceedings 3
4. * Submission of Matters to a Vote of
Security Holders 3
II 5. * Market for Registrant's Common Equity,
Related Shareholder Matters and Issuer
Purchases of Equity Securities 3
6. **
7. **
7A.**
8. **
9. **
9A.*** Controls and Procedures 3
9B.**
III 10.**
11.**
12.**
13.**
14.**** Principal Accountant Fees and Services 3
IV 15.* Exhibits and Financial Statement Schedules 3
Signatures 4
Certification 5
Exhibit Index 6
- ---------------
* Item prepared in compliance with Exemption Request Letters of April 25, 1994
and June 30, 1994 as provided in the July 1, 1994 response letter from the
Office of Chief Counsel, Division of Corporate Finance, United States Securities
and Exchange Commission, addressed to Registrant as ITT Floorplan Receivables,
L.P., which name was changed to Deutsche Floorplan Receivables, L.P.
** Omitted pursuant to Exemption Request Letters noted in previous [*]
footnotes.
*** Disclosure not required of an Asset-Backed Issuer; per Item 307 of
Regulation S-K.
**** Disclosure not required of an Asset-Backed Issuer; per Item instruction.
(i)
PART I
Item 1. Business
ETCF Asset Funding Corporation ("ETAFC" or the "Registrant"), formerly
Deutsche Recreational Asset Funding Corporation, purchases receivables from
E*TRADE Consumer Finance Corporation ("ETCF"), an affiliated company. ETCF
transfers these receivables to third parties and performs other associated
activities. ETAFC is a wholly owned subsidiary of E*TRADE Financial Corporation
("E*TRADE Financial" or the "Parent"), a Delaware Corporation.
In October 2003, E*TRADE Bank (the "Bank") acquired ETAFC under a Stock
Purchase Agreement dated November 25, 2002, between the Bank and Deutsche Bank
AG, ETAFC's former owner. Subsequently, in December 2003, ETAFC became a
subsidiary of E*TRADE Financial. The Registrant has formed a total of five
trusts to securitize certain receivables, as identified below.
RV Trust 1999-1
---------------
The Registrant formed Distribution Financial Services RV Trust 1999-1,
("RV Trust 1999-1") pursuant to a Transfer and Servicing Agreement, dated
March 1, 1999, among the RV Trust 1999-1, as Issuer, the Registrant, as
Depositor, and ETCF, as Servicer. To facilitate the issuance of notes, the
Registrant, as Depositor, and Norwest Bank Minnesota, National Association, as
Owner Trustee, entered into a Trust Agreement, as amended and restated as of
March 1, 1999. Concurrently, the RV Trust 1999-1, as Issuer, entered into an
Indenture with The Chase Manhattan Bank, as Indenture Trustee. The RV Trust
1999-1 assets consist primarily of receivables, which include recreational
vehicle installment sales contracts or installment loans originated by ETCF or
acquired by ETCF from time-to-time in financing arrangements among ETCF and/or
its affiliations with certain dealers to finance recreational vehicle sales.
At its inception, RV Trust 1999-1 offered several classes of notes secured
by the assets contained in the RV Trust 1999-1. At December 31, 2004, the
following notes were outstanding under RV Trust 1999-1:
Class Amount
-----------------------------------------------------------
Class A-5 Notes $ 25,499,599
Class A-6 Notes 64,366,000
Class B Notes 25,000,000
Class C Notes 20,000,000
-----------------------------------------------------------
Total RV Trust 1999-1 Notes Outstanding $134,865,599
===========================================================
Marine Trust 1999-2
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The Registrant formed Distribution Financial Services Marine Trust 1999-2,
("Marine Trust 1999-2"), pursuant to a Transfer and Servicing Agreement, dated
May 1, 1999, among the Marine Trust 1999-2, as Issuer, the Registrant, as
Depositor, and ETCF, as Servicer. To facilitate the issuance of notes, the
Registrant, as Depositor, and Norwest Bank Minnesota, National Association, as
Owner Trustee, entered into a Trust Agreement, as amended and restated as of
May 1, 1999. In addition, on May 1, 1999, the Marine Trust 1999-2, as Issuer,
entered into an Indenture with The Chase Manhattan Bank, as Indenture Trustee.
The Marine Trust 1999-2 assets consist primarily of receivables, which include
recreational sport and power boat and yacht installment sales contracts or
installment loans originated by ETCF or acquired by ETCF from time-to-time in
financing arrangements among ETCF and/or its affiliations with certain dealers
to finance marine equipment sales.
At its inception, Marine Trust 1999-2 offered several classes of notes
secured by the assets contained in the Marine Trust 1999-2. At December 31,
2004,the following notes were outstanding under Marine Trust 1999-2:
Class Amount
----------------------------------------------------------------
Class A-5 Notes $24,701,719
Class B Notes 33,000,000
Class C Notes 22,000,000
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Total Marine Trust 1999-2 Notes Outstanding $79,701,719
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-1-
RV Trust 1999-3
---------------
The Registrant formed Distribution Financial Services RV Trust 1999-3,
("RV Trust 1999-3") pursuant to a Transfer and Servicing Agreement, dated
July 1, 1999, among the RV Trust 1999-3, as Issuer, the Registrant, as
Depositor, and ETCF, as Servicer. To facilitate the issuance of notes, the
Registrant, as Depositor, and Norwest Bank Minnesota, National Association, as
Owner Trustee, entered into a Trust Agreement, as amended and restated as of
July 1, 1999. On July 1, 1999, the RV Trust 1999-3, as Issuer, entered into an
Indenture with The Chase Manhattan Bank, as Indenture Trustee. The RV Trust
1999-3 assets consist primarily of receivables which include recreational
vehicle installment sales contracts or installment loans originated by ETCF or
acquired by ETCF from time-to-time in financing arrangements among ETCF and/or
its affiliations with certain dealers to finance recreational vehicle sales.
At its inception, RV Trust 1999-3 offered several classes of notes secured
by the assets identified in the RV Trust 1999-3. At December 31, 2004, the
following notes were outstanding under RV Trust 1999-3:
Class Amount
--------------------------------------------------------
Class A-5 Notes $ 23,299
Class A-6 Notes 54,847,000
Class B Notes 9,363,000
Class C Notes 7,491,000
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Total RV Trust 1999-3 Notes Outstanding $71,724,299
========================================================
RV/Marine Trust 2001-1
----------------------
The Registrant formed Distribution Financial Services RV/Marine Trust
2001-1 ("RV/Marine Trust 2001-1"), as Issuer, entered into a Transfer and
Servicing Agreement, dated November 1, 2001, with the Registrant, as Depositor,
and ETCF, as Servicer. To facilitate the issuance of notes, the Registrant,
as Depositor, and Wells Fargo Bank Minnesota, National Association, as Owner
Trustee, entered into a Trust Agreement, amended and restated on
November 1, 2001. In addition, as of November 1, 2001, the RV/Marine Trust
2001-1, as Issuer, entered into an Indenture with HSBC Bank USA, as Indenture
Trustee. The RV/Marine Trust 2001-1 assets consist primarily of receivables,
which include recreational vehicle and marine installment sales contracts or
installment loans originated by ETCF or acquired by ETCF from time-to-time in
financing arrangements among ETCF and/or its affiliations with certain dealers
to finance recreational vehicle and marine sales.
At its inception, RV/Marine Trust 2001-1 offered several classes of notes
secured by the assets identified in the RV/Marine Trust 2001-1. At December 31,
2004, the following notes were outstanding under RV/Marine Trust 2001-1:
Class Amount
---------------------------------------------------------------
Class A-4 Notes $ 38,712,251
Class A-5 Notes 72,350,000
Class B Notes 19,830,000
Class C Notes 9,270,000
Class D Notes 13,250,000
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Total RV/Marine Trust 2001-1 Notes Outstanding $153,412,251
===============================================================
RV/Marine Trust 2004-1
----------------------
The Registrant formed E*TRADE RV and Marine Trust 2004-1 ("RV/Marine Trust
2004-1"), as Issuer, entered into a Transfer and Servicing Agreement, dated
December 16, 2004, with the Registrant, as Depositor, and ETCF, as Servicer. To
facilitate the issuance of notes, the Registrant, as Depositor, and Wells Fargo
Bank, National Association, as Owner Trustee, entered into a Trust Agreement, on
December 16, 2004. In addition, as of December 16, 2004, the RV/Marine Trust
2004-1, as Issuer, entered into an Indenture with JPMorgan Chase Bank, N.A., as
Indenture Trustee. The RV/Marine Trust 2004-1 assets consist primarily of
receivables, which include recreational vehicle and marine installment sales
contracts or installment loans originated or acquired by ETCF.
-2-
At its inception, RV/Marine Trust 2004-1 offered several classes of notes
secured by the assets contained in the RV/Marine Trust 2004-1. At December 31,
2004, the following notes were outstanding under RV/Marine Trust 2004-1:
Class Amount
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Class A-1 Notes $ 55,861,693
Class A-2 Notes 66,200,000
Class A-3 Notes 75,900,000
Class A-4 Notes 32,500,000
Class A-5 Notes 34,572,000
Class B Notes 10,042,000
Class C Notes 9,270,000
Class D Notes 10,815,000
Class E Notes 6,952,000
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Total RV/Marine Trust 2004-1 Notes Outstanding $302,112,693
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Item 3. Legal Proceedings.*
None
Item 4. Submission of Matters to a Vote of Security Holders.*
None
PART II
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and
Issuer Purchases of Equity Securities.*
None
Item 9A. Controls and Procedures.***
Not Applicable to Asset-Backed Issuers
Item 14. Principal Accountant Fees and Services.****
Not Applicable to Asset-Backed Issuers
PART IV
Item 15. Exhibits and Financial Statement Schedules.*
(a) Financial Statements.
The Registrant includes as exhibits hereto the Report of Independent
Registered Public Accounting Firm on Management's assertion of compliance with
its minimum servicing standards based on the standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Brokers with respect to all series of Notes issued and outstanding by
Distribution Financial Services RV Trust 1999-1, Distribution Financial Services
Marine Trust 1999-2, Distribution Financial Services RV Trust 1999-3,
Distribution Financial Services RV/Marine Trust 2001-1 and E*TRADE RV and Marine
Trust 2004-1 Notes.
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SIGNATURES
Pursuant to the requirements of Section 13 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.
ETCF ASSET FUNDING CORPORATION
By: /s/ Edward J. Arienti By: /s/ Matthew Pechulis
----------------------- ----------------------
Edward J. Arienti Matthew Pechulis
President Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature/Title Date
- --------------------- -----
/s/ Arlen W. Gelbard 3/14/05
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Arlen W. Gelbard
Director
ETCF Asset Funding Corporation
/s/ Monte L. Miller 3/14/05
- -------------------- -------
Monte L. Miller
Director
ETCF Asset Funding Corporation
/s/ John R. Snow 3/14/05
- ----------------- -------
John R. Snow
Director
ETCF Asset Funding Corporation
-4-
CERTIFICATION
I, Matthew Pechulis, certify that:
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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 ETCF Asset Funding
Corporation;
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 information required to be provided to the trustee
by the servicer under the pooling and servicing agreement is included in
these reports;
4. I am responsible for reviewing the activities performed by the servicer under
the pooling and servicing agreement and based upon the review required under
the pooling and servicing agreement, and except as disclosed in the report,
the servicer has fulfilled it obligations under the pooling and servicing
agreement; and
5. I have disclosed to the Registrant's certified public accountants all
significant deficiencies relating to the servicer's compliance with the
minimum servicing standards in accordance with a review conducted in
compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar standards as set forth in the pooling and servicing agreement.
Date: March 14, 2005
/s/ Matthew Pechulis
--------------------
Matthew Pechulis
Principal Accounting Officer
-5-
EXHIBIT INDEX
Exhibit No. Description
- ----------- ----------------------------------------------------------------
3.1 Articles of Incorporation and By Laws (Incorporated by reference
to Exhibit 3.1 of the Company's Registration Statement Number
333-56303)
3.2 By-Laws of Registrant (Incorporated by reference to Exhibit 3.2
of the Company's Registration Statement Number 333-56303)
4.1 Instruments defining the Rights of Security Holders, including
Debentures (Incorporated by reference to Exhibit 1.1 of the
Company's Registration Statement Number 333-56303).
99.1 Additional Exhibits:
(i) Report of Independent Registered Public Accounting Firm
as it related to RV Trust 1999-1, Marine Trust 1999-2, RV Trust
1999-3, and RV/Marine Trust 2001-1 (Filed herewith)
(ii) Management's Report on Compliance as it related to RV
Trust 1999-1, Marine Trust 1999-2, RV Trust 1999-3, and
RV/Marine Trust 2001-1 (Filed herewith)
(iii) Report of Independent Registered Public Accounting Firm
as it related to RV/Marine Trust 2004-1 (Filed herewith)
(iv) Management's Report on Compliance as it related to
RV/Marine Trust 2004-1 (Filed herewith)
-6-