EX-99.1 2 a21-10501_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Independent Accountants’ Report on Applying Agreed-Upon Procedures

 

Retail Capital LLC d/b/a Credibly (the “Company”)

Truist Securities, Inc.

(together, the “Specified Parties”)

 

Re: Credibly Asset Securitization II LLC, Series 2021-1 — Data File Procedures

 

We have performed the procedures described below, which were agreed to by the Specified Parties, on the specified attributes identified by the Company in an electronic data file entitled “Eligible_Portfolio_As_of_2021_Jan_31_v1.2.xlsx,” provided by the Company on February 22, 2021, containing information related to 2,055 receivables secured by small business loans and merchant cash advances (the “Receivables”) as of January 31, 2021 (the “Data File”), which we were informed are intended to be included as collateral in the offering of Credibly Asset Securitization II LLC, Series 2021-1. The Company is responsible for the specified attributes identified by the Company in the Data File. The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

 

Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:

 

·                  The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the materiality threshold.

 

·                  The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the materiality threshold.

 

·                  The term “materiality threshold” means that dollar amounts was within $1.00 and Business Age was within one (1) month.

 

·                  The term “Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, methodology, or value, as described in Exhibit B.

 

·                  The term “Sources” means some or all of the following documents for each of the Selected Receivables (defined below):

 

·                  Electronic records on the following screens of the Company’s origination and servicing system (the “Recap System”): Amortization Schedule screen, Business Info screen, Client Info screen, Deal Info screen, Funding Credit Pull screen, Transaction History screen, and UW Summary screen.

 

·                  Receivable Purchase Agreement (including any Weekly Remittance Addendum thereto), Business Loan and Security Agreement (including any Weekly Repayment Addendum thereto), all of which we accessed through the Recap System.

 

 


 

 

·                  Electronic mail correspondence from the Company listing product names in the Recap System corresponding to each Product Type appearing in the Data File (the “Product Listings”).

 

·                  Electronic mail correspondence from the Company listing range of risk score corresponding to each Risk Score Band appearing in the Data File (the “Risk Score Ranges”).

 

·                  An electronic data file entitled “Eligible_Portfolio_As_of_2021_Jan_31_v1.2_yieldcalc.xlsx,” provided by the Company, containing yield calculation methodology for the Receivables (the “Yield Calculation Methodology”).

 

We were instructed by the Company to perform the following agreed-upon procedures on the Receivables in the Data File.

 

A.            The Company instructed us to select a random sample of 200 Receivables from the Data File (the “Selected Receivables”). A list of the Selected Receivables is attached hereto as Exhibit A. For purposes of this procedure, the Company did not inform us as to the basis for how they determined the number of Receivables we were instructed to randomly select from the Data File.

 

B.            For each Selected Receivable, we compared or recomputed the specified attributes in the Data File to or using the corresponding information in the respective Sources. The Specified Parties indicated that the absence of any of the noted documents or the inability to agree the indicated information from the Data File to the Sources for each of the specified attributes, utilizing the Instructions as applicable, constituted an exception. The Sources are listed in the order of priority until such attribute was agreed.

 

Attributes

 

Sources/Instructions

 

 

 

Merchant Name

 

“ID” field on Business Info screen

 

 

 

State

 

“State Incorporated” field or “Billing State” field on Business Info screen

 

 

 

FICO

 

“FICO” field on UW Summary screen, “Credit Score” field on the Funding Credit Pull screen, “FICO” field on Client Info screen, and Instructions

 

 

 

Payment/Remittance Frequency

 

Repayment Plan stated in Receivable Purchase Agreement, Weekly Remittance Addendum to Receivable Purchase Agreement, Business Loan and Security Agreement, or Weekly Repayment Addendum to Business Loan and Security Agreement

 

 

 

Remaining Funding Amount

 

“Remaining Principal” field on Amortization Schedule screen; “Actual Unremitted Contract Amount” field, “Advance Remaining” field, and “Principal Balance” field on Transaction History screen, “Factor” field and “Syndication Percentage” field on Deal Info screen, and Instructions.

 

 

 

Rate/Factor

 

“Factor” field on Deal Info screen

 

 

 

Product Type

 

“Deal Type” field on Deal Info screen and the Product Listings

 

 

 

SIC Code

 

“SIC” field on Business Info screen

 

 

 

Risk Score Band

 

Risk Score stated in the Data File and the Risk Score Ranges

 

 

 

Business Funded Date

 

“Funded Date” field on Deal Info screen

 

2


 

 

Attributes

 

Sources/Instructions

 

 

 

Business Age

 

Recompute as the number of months between the Funded Date on Deal Info screen and Business Start Date on Business Info screen

 

 

 

Yield

 

Recompute using the information stated in the Data File in columns “Turn,” “RTR Amount,” “Advance Amount,” and “Origination Fee 2” related to the Selected Receivable and the Yield Calculation Methodology.

 

There were no conclusions that resulted from the procedures.

 

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes identified by the Company in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to the Specified Parties.

 

The procedures performed were applied based on the information included in the Data File, the Sources, and Instructions, without verification or evaluation of such information and instructions by us; therefore, we express no opinion or any other form of assurance regarding (i) the physical existence of the Sources, (ii) the reasonableness of the Instructions, (iii) the reliability or accuracy of the Sources which were used in our procedures, or (iv) matters of legal interpretation.

 

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Receivables to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Receivables being securitized, (iii) the compliance of the originator of the Receivables with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Receivables that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by a nationally recognized statistical rating organization (“NRSRO”).

 

The terms of our engagement are such that we have no obligation to update this report because of events and transactions that may subsequently occur.

 

This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and NRSROs, who are not identified in the report as Specified Parties but may have access to this report as required by law or regulation.

 

 

/s/KPMG LLP

 

Irvine, CA
March 19, 2021

 

3


 

Exhibit A - The Selected Receivables

 

Selected
Receivable #

 

Receivable
Number(1)

 

Selected
Receivable #

 

Receivable
Number(1)

 

Selected
Receivable #

 

Receivable
Number(1)

 

Selected
Receivable #

 

Receivable
Number(1)

1

 

20211001

 

51

 

20211051

 

101

 

20211101

 

151

 

20211151

2

 

20211002

 

52

 

20211052

 

102

 

20211102

 

152

 

20211152

3

 

20211003

 

53

 

20211053

 

103

 

20211103

 

153

 

20211153

4

 

20211004

 

54

 

20211054

 

104

 

20211104

 

154

 

20211154

5

 

20211005

 

55

 

20211055

 

105

 

20211105

 

155

 

20211155

6

 

20211006

 

56

 

20211056

 

106

 

20211106

 

156

 

20211156

7

 

20211007

 

57

 

20211057

 

107

 

20211107

 

157

 

20211157

8

 

20211008

 

58

 

20211058

 

108

 

20211108

 

158

 

20211158

9

 

20211009

 

59

 

20211059

 

109

 

20211109

 

159

 

20211159

10

 

20211010

 

60

 

20211060

 

110

 

20211110

 

160

 

20211160

11

 

20211011

 

61

 

20211061

 

111

 

20211111

 

161

 

20211161

12

 

20211012

 

62

 

20211062

 

112

 

20211112

 

162

 

20211162

13

 

20211013

 

63

 

20211063

 

113

 

20211113

 

163

 

20211163

14

 

20211014

 

64

 

20211064

 

114

 

20211114

 

164

 

20211164

15

 

20211015

 

65

 

20211065

 

115

 

20211115

 

165

 

20211165

16

 

20211016

 

66

 

20211066

 

116

 

20211116

 

166

 

20211166

17

 

20211017

 

67

 

20211067

 

117

 

20211117

 

167

 

20211167

18

 

20211018

 

68

 

20211068

 

118

 

20211118

 

168

 

20211168

19

 

20211019

 

69

 

20211069

 

119

 

20211119

 

169

 

20211169

20

 

20211020

 

70

 

20211070

 

120

 

20211120

 

170

 

20211170

21

 

20211021

 

71

 

20211071

 

121

 

20211121

 

171

 

20211171

22

 

20211022

 

72

 

20211072

 

122

 

20211122

 

172

 

20211172

23

 

20211023

 

73

 

20211073

 

123

 

20211123

 

173

 

20211173

24

 

20211024

 

74

 

20211074

 

124

 

20211124

 

174

 

20211174

25

 

20211025

 

75

 

20211075

 

125

 

20211125

 

175

 

20211175

26

 

20211026

 

76

 

20211076

 

126

 

20211126

 

176

 

20211176

27

 

20211027

 

77

 

20211077

 

127

 

20211127

 

177

 

20211177

28

 

20211028

 

78

 

20211078

 

128

 

20211128

 

178

 

20211178

29

 

20211029

 

79

 

20211079

 

129

 

20211129

 

179

 

20211179

30

 

20211030

 

80

 

20211080

 

130

 

20211130

 

180

 

20211180

31

 

20211031

 

81

 

20211081

 

131

 

20211131

 

181

 

20211181

32

 

20211032

 

82

 

20211082

 

132

 

20211132

 

182

 

20211182

33

 

20211033

 

83

 

20211083

 

133

 

20211133

 

183

 

20211183

34

 

20211034

 

84

 

20211084

 

134

 

20211134

 

184

 

20211184

35

 

20211035

 

85

 

20211085

 

135

 

20211135

 

185

 

20211185

36

 

20211036

 

86

 

20211086

 

136

 

20211136

 

186

 

20211186

37

 

20211037

 

87

 

20211087

 

137

 

20211137

 

187

 

20211187

38

 

20211038

 

88

 

20211088

 

138

 

20211138

 

188

 

20211188

39

 

20211039

 

89

 

20211089

 

139

 

20211139

 

189

 

20211189

40

 

20211040

 

90

 

20211090

 

140

 

20211140

 

190

 

20211190

41

 

20211041

 

91

 

20211091

 

141

 

20211141

 

191

 

20211191

42

 

20211042

 

92

 

20211092

 

142

 

20211142

 

192

 

20211192

43

 

20211043

 

93

 

20211093

 

143

 

20211143

 

193

 

20211193

44

 

20211044

 

94

 

20211094

 

144

 

20211144

 

194

 

20211194

45

 

20211045

 

95

 

20211095

 

145

 

20211145

 

195

 

20211195

46

 

20211046

 

96

 

20211096

 

146

 

20211146

 

196

 

20211196

47

 

20211047

 

97

 

20211097

 

147

 

20211147

 

197

 

20211197

48

 

20211048

 

98

 

20211098

 

148

 

20211148

 

198

 

20211198

49

 

20211049

 

99

 

20211099

 

149

 

20211149

 

199

 

20211199

50

 

20211050

 

100

 

20211100

 

150

 

20211150

 

200

 

20211200

 


(1)         The Company has assigned a unique six-digit Receivable Number to each Receivable in the Data File. The Receivable Numbers referred to in this Exhibit are not the Receivable Number.

 

A-1


 

Exhibit B - Instructions

 

Attribute

 

Instructions

FICO

 

In the event there were multiple FICO scores or credit scores within the same UW Summary screen, Funding Credit Pull screen, or Client Info screen, recompute the average score from:

·                  “FICO” field on the UW Summary screen

·                  “Credit Score” field on the Funding Credit Pull screen

·                  “FICO” field on the Client Info screen

·                  the latest score under the “FICO” field on the UW Summary screen

·                  the latest score under the “Credit Score” field on the Funding Credit Pull screen

Remaining Funding Amount

 

Applicable only to Selected Receivables with deal type “ACH,” “Split,”, and “Daily Remit Loan” as shown on Deal Info screen. Compare or recompute as follows:

·                  For “ACH” and “Split” deal types:

o                 compare to the “Advance Remaining” amount on Transaction History screen, or

o                 recompute by dividing the Actual Unremitted Contract Amount on Transaction History screen by the Factor on Deal Info screen, and multiplying with the Syndication Percentage on Deal Info screen.

·                  For “Daily Remit Loan” deal type:

o                 compare to the Remaining Principal on Amortization Schedule screen or Principal Balance on Transaction History screen, or

o                 recompute by multiplying the Principal Balance on Amortization Schedule screen by the Syndication Percentage on Deal Info screen.

 

B-1