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 and 333-69732
(Commission File Number)
World Omni Auto Receivables LLC
(Exact name of registrant and grantor of the Trusts as specified in its charter)
World Omni Auto Receivables Trust 2000-A
World Omni Auto Receivables Trust 2001-A
World Omni Auto Receivables Trust 2001-B
World Omni Auto Receivables Trust 2002-A
(Issuer with respect to the Securities)
Delaware
(State or incorporation or other jurisdiction of organization)
52-2184798
(Registrant's I.R.S. Employer or Identification No.)
190 NW 12th Avenue
Deerfield Beach, FL 33442
(Address of principal executive offices of Registrant, including Zip Code)
Registrant's telephone number, including area code: (954) 429-2200
Securities registered pursuant to Section 12 (b) 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
equity interests in the registrant and the issuers.
Documents incorporated by reference
None.
World Omni Auto Receivables LLC
ITEM 2. PROPERTIES
The World Omni Auto Receivables Trust 2000-A Class A-1 6.69362%
Asset-Backed Notes, Class A-2 7.05% Asset-Backed Notes, Class A-3 7.13%
Asset-Backed Notes, and Class A-4 7.20% Asset-Backed Notes (the "Series 2000-A
Notes") were issued by the World Omni Auto Receivables Trust 2000-A (the "Series
2000-A Trust"), a Delaware statutory trust created pursuant to a Trust Agreement
among World Omni Auto Receivables LLC, a Delaware limited liability company
("WOAR LLC"), The Bank of New York, as owner trustee, and The Bank of New York
(Delaware), as Delaware trustee, pursuant to an Indenture between the Series
2000-A Trust and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank,
as indenture trustee (the "Series 2000-A Indenture"). The equity in the Series
2000-A Trust is represented by a certificate (the "Series 2000-A Certificate").
The Series 2000-A Certificate represents the remainder interest in the Series
2000-A Trust not represented by the Series 2000-A Notes. The Series 2000-A
Certificate is held by World Omni Auto Receivables Placement Trust 2001-1 (the
"Series 2001-1 Trust"), a Delaware statutory trust created pursuant to a Deposit
Trust Agreement among WOAR LLC, The Bank of New York, as owner trustee, and The
Bank of New York (Delaware), as Delaware trustee. The Series 2001-1 Trust has
issued the 5.58% World Omni Auto Receivables Placement Trust 2001-1 Class A
Notes (the "Series 2001-1 Notes"). The equity interest in the Series 2001-1
Trust, the remainder interest in the Series 2001-1 Trust not represented by the
Series 2001-1 Notes, is represented by a certificate (the "2001-1 Certificate")
and is owned by WOAR LLC.
The World Omni Auto Receivables Trust 2001-A Class A-1 5.33%
Asset-Backed Notes, Class A-2 5.15% Asset-Backed Notes, Class A-3 5.30%
Asset-Backed Notes and Class A-4 5.51% Asset-Backed Notes (the "Series 2001-A
Notes") were issued by the World Omni Auto Receivables Trust 2001-A (the "Series
2001-A Trust"), a Delaware statutory trust created pursuant to a Trust Agreement
among WOAR LLC, The Bank of New York, as owner trustee, and The Bank of New York
(Delaware), as Delaware trustee, and pursuant to an Indenture between the Series
2001-A Trust and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank,
as indenture trustee (the "Series 2001-A Indenture"). World Omni Auto
Receivables LLC owns the equity in the 2001-A Trust, which is represented by a
certificate (the "Series 2001-A Certificate"). The Series 2001-A Certificate
represents the remainder interest in the Series 2001-A Trust not represented by
the Series 2001-A Notes.
The World Omni Auto Receivables Trust 2001-B Class A-1 1.97125%
Asset-Backed Notes, Class A-2 2.80% Asset-Backed Notes, Class A-3 3.79%
Asset-Backed Notes, Class A-4 4.49% Asset-Backed Notes, and Class B 4.14%
Asset-Backed Notes (the "Series 2001-B Notes") were issued by the World Omni
Auto Receivables Trust 2001-B (the "Series 2001-B Trust"), a Delaware statutory
trust created pursuant to a Trust Agreement among WOAR LLC, The Bank of New
York, as owner trustee, and The Bank of New York (Delaware), as Delaware
trustee, and pursuant to an Indenture between the Trust and JPMorgan Chase Bank,
as indenture trustee (the "Indenture"). World Omni Auto Receivables LLC owns the
equity in the Trust, which is represented by a certificate (the "Series 2001-B
Certificate"). The Series 2001-B Certificate represents the remainder interest
in the Series 2001-B Trust not represented by the Series 2001-B Notes.
The World Omni Auto Receivables Trust 2002-A Class A-1 1.87%
Asset-Backed Notes, Class A-2 2.53% Asset-Backed Notes, Class A-3.40%
Asset-Backed Notes, Class A-4 4.05% Asset-Backed Notes, and Class B 3.75%
Asset-Backed Notes (the "Series 2002-A Notes") were issued by the World Omni
Auto Receivables Trust 2002-A (the "Series 2002-A Trust"), a Delaware statutory
trust created pursuant to a Trust Agreement between WOAR LLC and Chase Manhattan
Bank USA, National Association, as owner trustee, and pursuant to an Indenture
between the Trust and The Bank of New York, a New York banking corporation, as
indenture trustee (the "Indenture"). World Omni Auto Receivables LLC owns the
equity in the Trust, which is represented by a certificate (the "Series 2002-A
Certificate"). The Series 2002-A Certificate represents the remainder interest
in the Series 2002-A Trust not represented by the Series 2002-A Notes.
As of December 31, 2002, the outstanding principal balance of the
Series 2000-A, Class A-1 6.69362% Asset-Backed Notes was $0.00, the outstanding
principal balance of the Series 2000-A, Class A-2 7.05% Asset-Backed Notes was
$0.00, the outstanding principal balance of the Series 2000-A, Class A-3 7.13%
Asset-Backed Notes was $6,066,005.24, and the outstanding principal balance of
the Series 2000-A, Class A-4 7.20% Asset-Backed Notes was $117,436,000.00. The
Series 2000-A Notes are secured by the assets of the 2000-A Trust.
As of December 31, 2002, the outstanding principal balance of the
Series 2001-A, Class A-1 5.33% Asset-Backed Notes was $0.00, the outstanding
principal balance of the Series 2001-A, ClassA-2 5.13% Asset-Backed Notes was
$0.00, the outstanding principal balance of the Series 2001-A, Class A-3 5.30%
Asset-Backed Notes was $100,280,094.51, and the outstanding principal balance of
the Series 2001-A, Class A-4 5.51% Asset-Backed Notes was $143,541,000.00. The
Series 2001-A Notes are secured by the assets of the 2001-A Trust.
As of December 31, 2002, the outstanding principal balance of the
Series 2001-1, Class A 5.58% Asset-Backed Notes was $44,862,000.00. The Series
2001-1 Notes are secured by the assets of the Series 2001-1 Trust.
As of December 31, 2002, the outstanding principal balance of the
Series 2001-B, Class A-1 1.97125% Asset-Backed Notes was $0.00, the outstanding
principal balance of the Series 2001-B, Class A-2 2.80% Asset-Backed Notes was
$85,870,748.66, the outstanding principal balance of the Series 2001-B, Class
A-3 3.79% Asset-Backed Notes was $203,000,000.00, the outstanding principal
balance of the Series 2001-B, Class A-4 4.49% Asset-Backed Notes was
$174,875,000.00, and the outstanding principal balance of the Series 2001-B,
Class B 4.14% Asset-Backed Notes was $30,652,704.07. The Series 2001-B Notes are
secured by the assets of the Series 2001-B Trust.
As of December 31, 2002, the outstanding principal balance of the
Series 2002-A, Class A-1 1.87% Asset-Backed Notes was $37,350,150.47, the
outstanding principal balance of the Series 2002-A, Class A-2 2.53% Asset-Backed
Notes was $197,500,000.00, the outstanding principal balance of the Series
2002-A, Class A-3 3.40% Asset-Backed Notes was $232,000,000.00, the outstanding
principal balance of the Series 2002-A, Class A-4 4.05% Asset-Backed Notes was
$163,000,000.00, and the outstanding principal balance of the Series 2002-A,
Class B 3.75% Asset-Backed Notes was $46,750,000.00. The Series 2002-A Notes are
secured by the assets of the Series 2002-A Trust.
The assets of the each of the 2000-A Trust, the 2001-A Trust, the
2001-B Trust and the 2002-A Trust consist primarily of a respective pool of
fixed rate motor vehicle retail installment contracts secured by new and used
automobiles and light-duty trucks originated by World Omni Financial Corp. On
July 19, 2000, a pool of receivables was sold by World Omni Financial Corp. to
WOAR LLC and then was transferred by WOAR LLC to the Series 2000-A Trust. The
Series 2000-A Trust has granted a security interest in the receivables and other
property of the Series 2000-A Trust to the trustee under the Series 2000-A
Indenture for the Series 2000-A Notes for the benefit of the noteholders. On
December 13, 2000, a pool of receivables was sold by World Omni Financial Corp.
to WOAR LLC and then was transferred by WOAR LLC to the Series 2001-A Trust. The
Series 2001-A Trust has granted a security interest in the receivables and other
property of the Series 2001-A Trust to the trustee under the Series 2001-A
Indenture for the Series 2001-A Notes for the benefit of the noteholders. On
November 30, 2001, the pool of receivables was sold by World Omni Financial
Corp. to WOAR LLC and then was transferred by WOAR LLC to the Series 2001-B
Trust. The Series 2001-B Trust has granted a security interest in the
receivables and other property of the Series 2001-B Trust to the trustee under
the Series 2001-B Indenture for the Series 2001-B Notes for the benefit of the
noteholders. On July 10, 2002, a pool of receivables was sold by World Omni
Financial Corp. to WOAR LLC and then was transferred by WOAR LLC to the Series
2002-A Trust. The Series 2002-A Trust has granted a security interest in the
receivables and other property of the Series 2002-A Trust to the trustee under
the Series 2002-A Indenture for the Series 2002-A Notes for the benefit of the
noteholders.
Each of the respective property of the Series 2000-A Trust, the Series
2001-A Trust, the Series 2001-B Trust and the Series 2002-A Trust also includes:
o the right to receive payments under the receivables after the cutoff date;
o security interests in the financed vehicles;
o the rights of WOAR LLC in certain circumstances to receive any proceeds
with respect to the receivables from claims on physical damage and certain
other insurance policies covering the financed vehicles or the obligors;
o the reserve account; and
o any and all proceeds of the foregoing.
The primary asset of the Series 2001-1 Trust is the Series 2000-A
Certificate.
As of December 31, 2002, the aggregate receivables principal balance of
the Series 2000-A Trust was $170,211,766.64.
As of December 31, 2002, the aggregate receivables principal balance of
the Series 2001-A Trust was $268,668,941.60.
As of December 31, 2002, the aggregate receivables principal balance of
the Series 2001-B Trust was $511,006,152.69.
As of December 31, 2002, the aggregate receivables principal balance of
the Series 2002-A Trust was $699,328,320.89.
For additional information regarding the assets of each of the Series
2000-A Trust, the Series 2001-A Trust, the Series 2001-B Trust and the 2002-A
Trust as of December 31, 2002, and for the year then ended, see Exhibit 3.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2002, there were no material legal proceedings in
respect to the Series 2000-A Trust, the Series 2001-A Trust, the Series 2001-B
Trust, the Series 2002-A Trust, or to the Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No vote or consent of the holders of each of the Series 2000-A
Certificates, the Series 2001-A Class A Certificates, the Series 2001-B
Certificates, or the Series 2002-A 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. holds 100% of the beneficial interest in each of
the Series 2000-A Certificate, the Series 2001-A Certificate, the Series 2001-B
Certificate, the Series 2002-A Certificate and WOAR LLC.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 8, 2001, WOAR LLC transferred the Series 2000-A Certificate to
the Series 2001-1 Trust in exchange for the Series 2001-1 Notes, which it sold
in a transaction not requiring registration under the Securities Act, and the
Series 2001-1 Certificate.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 10-K
10.1 Underwriting Agreement, dated as of July 13, 2000, among World Omni
Financial Corp., WOAR LLC and First Union Securities, Inc., relating to
the Series 2000-A Trust. Incorporated by reference as filed on
Exhibit 1.1 to the Registrant's 8-K filed on September 12, 2000.
10.2 Sale and Servicing Agreement, dated as of June 1, 2000, among WOAR LLC,
the Series 2000-A Trust, and World Omni Financial Corp., as servicer,
relating to the Series 2000-A Trust. Incorporated by reference as filed
on Exhibit 4.1 to the Registrant's 8-K filed on September 12, 2000.
10.3 Indenture, dated as of June 1, 2000, between the Series 2000-A Trust
and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as
indenture trustee, relating to the Series 2000-A Trust. Incorporated by
reference as filed on Exhibit 4.2 to the Registrant's 8-K filed on
September 12, 2000.
10.4 Trust Agreement, dated as of July 17, 2000, among WOAR LLC, The Bank of
New York, as owner trustee, and The Bank of New York (Delaware), as
Delaware trustee, relating to the Series 2000-A Trust. Incorporated by
referenced as filed on Exhibit 4.1 to the Registrant's Pre-Effective
Amendment No. 1 to Form S-3 Registration Statement filed on May 24,
2000
10.5 Underwriting Agreement, dated as of February 1, 2001, among World Omni
Financial Corp., WOAR LLC and Credit Suisse First Boston Corporation,
relating to the Series 2001-A Trust. Incorporated by reference as filed
on Exhibit 1.1 to the Registrant's 8-K filed on February 22, 2001.
10.6 Sale and Servicing Agreement, dated as of February 13, 2001, among the
Series 2001-A Trust, WOAR LLC, and World Omni Financial Corp., as
servicer, relating to the Series 2001-A Trust. Incorporated by
reference as filed on Exhibit 4.1 to the Registrant's 8-K filed on
February 22, 2001.
10.7 Indenture, dated as of February 13, 2001, among the Series 2001-A Trust
and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as
indenture trustee, relating to the Series 2001-A Trust. Incorporated by
reference as filed on Exhibit 4.2 to the Registrant's 8-K filed on
February 22, 2001.
10.8 Trust Agreement, dated as of February 13, 2001, among WOAR LLC, The
Bank of New York, as owner trustee, and The Bank of New York
(Delaware), as Delaware trustee, relating to the Series 2001-A Trust.
Incorporated by reference as filed on Exhibit 4.3 to the Registrant's
8-K filed on February 22, 2001.
10.9 Receivables Purchase Agreement, dated as of February 13, 2001, among
World Omni Financial Corp., as seller, and WOAR LLC, as purchaser,
relating to the Series 2001-A Trust. Incorporated by referenced as
filed on Exhibit 99.1 to the Registrant's 8-K filed on February 22,
2001.
10.10 Administration Agreement, dated as of February 13, 2001, among the
Series 2001-A Trust, World Omni Financial Corp., and JPMorgan Chase
Bank, as successor to The Chase Manhattan Bank, as indenture trustee,
as relating to the Series 2001-A Trust. Incorporated by reference as
filed on Exhibit 99.2 to the Registrant's 8-K filed on February 22,
2001.
10.11 Underwriting Agreement, dated as of December 5, 2001, among World Omni
Financial Corp., WOAR LLC and Wachovia Securities, relating to the
Series 2001-B Trust. Incorporated by reference as filed on Exhibit 1.1
to the Registrant's 8-K filed on December 21, 2001.
10.12 Sale and Servicing Agreement, dated as of December 13, 2001, among the
Series 2001-B Trust, WOAR LLC and World Omni Financial Corp., relating
to the Series 2001-B Trust. Incorporated by reference as filed on
Exhibit 4.1 to the Registrant's 8-K filed on December 21, 2001.
10.13 Indenture, dated as of December 13, 2001, among the Series 2001-B
Trust, WOAR LLC, and World Omni Financial Corp., as servicer, relating
to the Series 2001-B Trust. Incorporated by reference as filed on
Exhibit 4.2 to the Registrant's 8-K filed on December 21, 2001.
10.14 Trust Agreement, dated as of December 13, 2001, among the Series 2001-B
Trust and JPMorgan Chase Bank, as indenture trustee, relating to the
Series 2001-B Trust. Incorporated by reference as filed on Exhibit 4.3
to the Registrant's 8-K filed on December 21, 2001.
10.15 Receivables Purchase Agreement, dated as of December 13, 2001, between
World Omni Financial Corp., as seller, and WOAR LLC, as purchaser,
relating to the Series 2001-B Trust. Incorporated by reference as filed
on Exhibit 99.1 to the Registrant's 8-K filed on December 21, 2001.
10.16 Administration Agreement, dated as of December 13, 2001, among the
Series 2001-B Trust, World Omni Financial Corp., as administrator, WOAR
LLC, and JPMorgan Chase Bank, as indenture trustee, relating to the
Series 2001-B Trust. Incorporated by reference as filed on Exhibit 99.2
to the Registrant's 8-K filed on December 21, 2001.
10.17 Underwriting Agreement, dated as of June 25, 2002, relating to the
Series 2002-A Trust. Incorporated by reference as filed on Exhibit 1.1
to the Registrant's 8-K filed on July 15, 2002.
10.18 Sale and Servicing Agreement, dated as of July 10, 2002, relating to
the Series 2002-A Trust. Incorporated by reference as filed on Exhibit
4.1 to the Registrant's 8-K filed on July 15, 2002.
10.19 Indenture, dated as of July 10, 2002, relating to the Series 2002-A
Trust. Incorporated by reference as filed on Exhibit 4.2 to the
Registrant's 8-K filed on July 15, 2002.
10.20 Trust Agreement, dated as of July 10, 2002, relating to the Series
2002-A Trust. Incorporated by reference as Exhibit 4.3 to the
Registrant's 8-K filed on July 15, 2002.
10.21 Receivables Purchase Agreement, dated as of July 10, 2002, relating to
the Series 2002-A Trust. Incorporated by reference as Exhibit 99.1 to
the Registrant's 8-K filed on July 15, 2002.
10.22 Administration Agreement, dated as of July 10, 2002, relating to the
Series 2002-A Trust. Incorporated by referenced as Exhibit 99.2 to the
Registrant's 8-K filed on July 15, 2002.
99.1 Annual Officer's Certificate
99.2* Annual Accountants' Report
99.3 Summary of Monthly Reports
99.4* Certificate of Chief Financial Officer of the Servicer
* Pursuant to the Sale and Servicing Agreements (Exhibits 10.2, 10.6,
10.12 and 10.18), 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.
World Omni Auto Receivables LLC
(Registrant)
BY: World Omni Financial Corp.,
as Servicer
Date: April 2, 2003 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 each of the
Series 2000-A Trust, the
Series 2001-A Trust, the
Series 2001-B Trust, and the
Series 2002-A Trust)
EXHIBIT INDEX
99.1 Annual Officer's Certificate
99.2* Annual Accountants' Report (not being filed)
99.3 Summary of Monthly Reports
99.4* Certification of Chief Financial Officer of Servicer
* Pursuant to the Sale and Servicing Agreements (Exhibits 10.2, 10.6,
10.12 and 10.18) , 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.