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.
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.
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.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not applicable.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 12.
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.
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.