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, 2002.
( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
333-35542
(Commission file number)
WODFI LLC
(Exact name of registrant and grantor of the Trusts as specified in its charter)
World Omni Master Owner Trust
(Issuer with respect to the Securities)
Delaware
(State or other jurisdiction of incorporation or organization)
65-0934017
(Registrant's IRS Employer or Identification No.)
190 NW 12th Avenue
Deerfield Beach, FL 33442
(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code: (954) 429-2200
Securities registered pursuant to Section 12(b) and 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 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)
As of December 31, 2002, World Omni Financial Corp. owned all of the
outstanding equity interests in the registrant and the issuer.
Documents incorporated by reference
None.
World Omni Master Owner Trust
PART I
ITEM 2. PROPERTIES
The Series 2000-1 Floating Rate Automobile Dealer Floorplan Asset Backed
Notes, Class A and Class B (respectively, the "Series 2000-1 Class A Notes" and
the "Series 2000-1 Class B Notes") and the Series 2001-1 Floating Rate
Automobile Dealer Floorplan Asset Backed Notes, Class A and Class B
(respectively, the "Series 2001-1 Class A Notes" and the "Series 2001-1 Class B
Notes", and collectively together with the Series 2000-1 Class A Notes and the
Series 2000-1 Class B Notes, the "Term Notes") were issued by the World Omni
Master Owner Trust (the "Trust"), a Delaware statutory trust created pursuant to
a Trust Agreement between WODFI LLC, a Delaware limited liability company, and
Chase Manhattan Bank USA, National Association (successor-by-merger to Chase
Manhattan Bank Delaware), as owner trustee, pursuant to an Indenture between the
Trust and BNY Midwest Trust Company (as successor-in-interest to the corporate
trust administration of Harris Trust and Savings Bank), as indenture trustee.
In addition to the Term Notes, the Trust has issued the Series 1999-VFN
Asset Backed Notes (together with the Term Notes, the "Notes"). WODFI LLC owns
the equity in the Trust, which is represented by a certificate
(the "Certificate"). The Certificate represents the remainder interest in the
Trust not represented by the Notes.
As of December 31, 2002, the outstanding principal balance of the Series
2000-1 Class A Notes was $646,000,000, the outstanding principal balance of the
Series 2000-1 Class B Notes, was $54,000,000, the outstanding principal balance
of the Series 2001-1 Class A Notes was $277,000,000, the outstanding principal
balance of the Series 2001-1 Class B Notes was $23,000,000 and the outstanding
principal balance of the Series 1999-VFN Notes was $150,000,000.
The Notes are secured by the assets of the Trust, and each series of Notes
is allocated a varying percentage of the collections on the assets of the Trust.
The assets of the Trust consist primarily of a revolving pool of receivables
arising under selected revolving floorplan financing agreements entered into
with World Omni Financial Corp. by retail automobile dealers to finance their
inventory of new and used automobiles and light-duty trucks and may also include
participation interests in financing arrangements of a third party.
Receivables are sold by World Omni Financial Corp. to WODFI LLC and are then
transferred by WODFI LLC to the Trust. The Trust has granted a security
interest in the receivables and other property of the Trust to the trustee under
the Indenture for the Notes for the benefit of the noteholders. The Trust
property also includes:
o security interests in the collateral securing the dealers' obligations to
pay the receivables, which will include unsold vehicles and which may
include parts inventory, equipment, fixtures, service accounts, real estate
and guarantees;
o amounts held on deposit in specified trust accounts maintained for the Trust
or for a series or class of notes;
o recourse World Omni Financial Corp. may have against the dealers under the
financing agreements; and
o an assignment of WODFI LLC's rights under the agreement under which it
purchased the receivables from World Omni Financial Corp.
As new receivables arise under the selected financing agreements, they
generally will be transferred to the Trust on a daily basis. Prior to the date
on which funds are required to be set aside for payment on a series of notes,
the Trust generally will transfer the principal collections on the receivables
to the certificateholders, provided there are sufficient assets in the Trust.
If there are not sufficient assets in the Trust, the Trust will retain the
principal collections and invest them in eligible investments.
As of December 31, 2002, the assets of the Trust consisted of the
accounts from approximately 207 dealers, with an aggregate receivables principal
balance of approximately $1,169,133,014.25. Within these dealer accounts:
o there were 71 active accounts with dealers of Southeast Toyota Distributers,
LLC, an affiliate of World Omni Financial Corp., and 136 accounts of other
dealers;
o the average credit line per account was $6,534,000; the average principal
balance of receivables per account was $5,546,000; and the aggregate total
principal balance of receivables as a percentage of the aggregate total
credit line was approximately 84.88%
o the weighted average spread over the prime rate charged to dealers was
-.53%; and
o the weighted average spread over LIBOR charged to dealers was 2.16%.
For additional information regarding the assets of the Trust as of December
31, 2002, and for the year then ended see Exhibit 24.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2002, there were no material legal proceedings in
respect to the Trust or the Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No vote or consent of the holders of the Term Notes or Certificates has
been solicited.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
World Omni Financial Corp. owns 100% of the beneficial interest in WODFI
LLC and the Trust.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 10-K
10.1 Underwriting Agreement, dated as of March 22, 2000, among, WODFI LLC,
World Omni Financial Corp. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the Series 2000-1 Class A Notes. Incorporated
by reference as filed on Exhibit 1.1 to the Registrant's 8-K filed on
September 26, 2000.
10.2 Underwriting Agreement, dated as of March 22, 2000, among WODFI LLC,
World Omni Financial Corp. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the Series 2000-1 Class B Notes. Incorporated
by reference as filed on Exhibit 1.2 to the Registrant's 8-K filed on
September 26, 2000.
10.3 Second Amended Limited Liability Company Agreement, dated as of March
31, 2000, among WODFI LLC and World Omni Financial Corp. Incorporated
by reference as filed on Exhibit 3.2 to the Registrant's 8-K filed on
September 26, 2000.
10.4 Amended and Restated Indenture, dated as of April 6, 2000, between the
Trust and BNY Midwest Trust Company, as successor-in-interest to the
corporate trust administration of Harris Trust and Savings Bank, as
indenture trustee. Incorporated by reference as filed on Exhibit 4.1
to the Registrant's 8-K filed on September 26, 2000.
10.5 Series 2000-1 Supplement, dated as of April 6, 2000, to Amended and
Restated Indenture, dated as of April 6, 2000, between the Trust and
BNY Midwest Trust Company, as successor-in-interest to the corporate
trust administration of Harris Trust and Savings Bank, as indenture
trustee. Incorporated by reference as filed on Exhibit 4.2 to the
Registrant's 8-K filed on September 26, 2000.
10.6 Amended and Restated Series 1999-VFN Supplement, dated as of April 6,
2000, to Amended and Restated Indenture, dated as of April 6, 2000,
between the Trust and BNY Midwest Trust Company, as successor-in-
interest to the corporate trust administration of Harris Trust and
Savings Bank, as indenture trustee. Incorporated by reference as
filed on Exhibit 4.3 to the Registrant's 8-K filed on September 26,
2000.
10.7 Amended and Restated Trust Sale and Servicing Agreement, dated as of
April 6, 2000, among World Omni Financial Corp., as servicer, WODFI
LLC, and the Trust. Incorporated by reference as filed on Exhibit
99.1 to the Registrant's 8-K filed on September 26, 2000.
10.8 Amended and Restated Receivables Purchase Agreement, dated as of April
6, 2000, between World Omni Financial Corp., as seller, and WODFI LLC,
as buyer. Incorporated by reference as filed on Exhibit 99.2
to the Registrant's 8-K filed on September 26, 2000.
10.9 Amendment No. 1 to Amended and Restated Receivables Purchase Agreement,
dated as of August 11, 2000, between World Omni Financial Corp.,
as seller, and WODFI LLC, as buyer. Incorporated by reference as filed
on Exhibit 99.3 to the Registrant's 8-K filed on September 26, 2000.
10.10 Amendment No. 1 to Amended and Restated Trust Sale and Servicing
Agreement, dated as of August 11, 2000, between World Omni Financial
Corp., as seller, and WODFI LLC, as buyer. Incorporated by reference
as filed on Exhibit 99.4 to the Registrant's 8-K filed on September 26,
2000.
10.11 Underwriting Agreement, dated as of February 21, 2001, among World Omni
Financial Corp., WODFI LLC, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the $157,000,000 Series 2001-1 Class A Notes.
Incorporated by reference as filed on Exhibit 1.1 to the Registrant's
8-K filed on April 10, 2001.
10.12 Underwriting Agreement, dated as of February 21, 2001, among World Omni
Financial Corp., WODFI LLC, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the Series 2001-1 Class B Notes. Incorporated
by reference as filed on Exhibit 1.2 to the Registrant's 8-K filed on
April 10, 2001.
10.13 Series 2001-1 Supplement, dated as of March 6, 2001, to Amended and
Restated Indenture, dated as of April 6, 2000, between the Trust and
BNY Midwest Trust Company, as indenture trustee, relating to the
Series 2001-1 Notes. Incorporated by reference as filed on Exhibit 4.1
to the Registrant's 8-K filed on April 10, 2001.
10.14 Placement Agency Agreement, dated as of February 21, 2001, among World
Omni Financial Corp., WODFI LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, relating to the $120,000,000 Series 2001-1 Class
A Notes. Incorporated by reference as filed on Exhibit 4.2 to the
Registrant's 8-K filed on April 10, 2001.
10.15 Class A Purchase Agreement, dated as of February 21, 2001, among WODFI
LLC, World Omni Financial Corp. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, relating to the $120,000,000 Series 2001-1 Class
A Notes. Incorporated by reference as filed on Exhibit 4.3 to the
Registrant's 8-K filed on April 10, 2001.
99.1 Annual Officer's Certificate
99.2* Annual Accountants' Report
99.3 Summary of Monthly Reports
99.4* Certification of Chief Financial Officer of Servicer
* Pursuant to the Amended and Restated Trust Sale and Servicing Agreement
(Exhibit 10.7), the Annual Accountants' Report is not required to be
delivered to the servicer until April 30th of each year. As of the date
of this report, the Annual Accountants' Report was not available. Upon
receipt by the servicer of the Annual Accountants' Report, which is
expected to be no later than April 30, 2003, the servicer will file an
amendment to this report containing the Annual Accountants' Report and
an amended Certificate of Chief Financial Officer of the servicer
reflecting the findings of the Annual Accountants' Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WODFI LLC
(Registrant)
BY: World Omni Financial Corp.,
Date: April 2, 2003 as Servicer
BY:/s/____________________________
Victor A. De Jesus
Vice President and Chief
Financial Officer
World Omni Financial Corp.
(Duly Authorized Officer of the
Servicer on behalf of the Trust)
EXHIBIT INDEX
99.1 Annual Officer's Certificate
99.2* Annual Accountants' Report
99.3 Summary of Monthly Reports
99.4* Certification of Chief Financial Officer of Servicer
* Pursuant to the Amended and Restated Trust Sale and Servicing Agreement
(Exhibit 10.7), the Annual Accountants' Report is not required to be
delivered to the servicer until April 30th of each year. As of the
date of this report, the Annual Accountants' Report was not available.
Upon receipt by the servicer of the Annual Accountants' Report, which is
expected to be no later than April 30, 2003, the servicer will file
an amendment to this report containing the Annual Accountants' Report
and an amended Certificate of Chief Financial Officer of the Servicer
reflecting the findings of the Annual Accountants' Report.