Exhibit 99.1

 

 

 

 

Deloitte & Touche LLP

Harborside Plaza 10

Suite 400

Jersey City, NJ 07311

USA

   

Tel: +1 212 937 8200

Fax: +1 212 937 8298

www.deloitte.com

 

U.S. Auto Sales, Inc.

2875 University Parkway
Lawrenceville, Georgia 30046

 

Independent Accountants’ Report

on Applying Agreed-Upon Procedures

 

We have performed the procedures described below, which were agreed to by U.S. Auto Sales, Inc. (the “Company”) and Credit Suisse Securities (USA) LLC (the “Other Specified Party” and, together with the Company, the “Specified Parties”) with respect to their evaluation of certain information with respect to a portfolio of automobile receivables in connection with the proposed offering of U.S. Auto Funding Trust 2019-1.

 

The Company is responsible for the information provided to us, including the information set forth in the Statistical Data File (as defined herein). The sufficiency of these procedures is solely the responsibility of the Specified Parties of this report. Consequently, we make no representations regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

 

Agreed-Upon Procedures

 

Representatives of the Company provided us on (i) February 14, 2019 with a computer-generated automobile receivables data file and related record layout containing data, as represented to us by the Company, as of February 1, 2019, with respect to 33,763 automobile receivables (the “Initial Statistical Data File”) and (ii) February 20, 2019 with a supplemental data file (the “Supplemental Data File”) containing the model score for each of the automobile receivables set forth on the Initial Statistical Data File (the “Supplemental Data File”). We were instructed by the Company to (i) append the Initial Statistical Data File with the corresponding information set forth on the Supplemental Data File and (ii) remove, using methodologies provided to us by the Company, 12,688 automobile receivables from the Initial Statistical Data File. The Initial Statistical Data File, as adjusted, is hereinafter referred to as the “Statistical Data File.”

 

At your instruction, we randomly selected 200 automobile receivables from the Statistical Data File (the “Sample Receivables”) and performed certain comparisons and recomputations for each of the Sample Receivables relating to the receivable characteristics (the “Characteristics”) set forth on the Statistical Data File and indicated below.

 

Characteristics

1.      Vehicle identification number (“VIN”)

2.      Sales date

3.      Original amount financed

4.      Original term to maturity (months)

5.      Annual percentage rate (“APR”)

6.      Original monthly P&I payment

7.      Payment frequency

8.      Vehicle make

9.      Vehicle model

10.    Model year

11.    Borrower state

12.    Days delinquent

13.    FICO score

14.    Model score

 

 

 

Member of

Deloitte Touche Tohmatsu

 

 

 

 

We compared Characteristics 1. through 10. to the corresponding information set forth on or derived from the Installment Sales Contract (the “Contract”) or to the “Modification Agreement” and to the Company’s servicing system (the “Servicing System”).

 

We compared Characteristics 11. and 12. to the corresponding information set forth on or derived from the Servicing System.

 

We compared Characteristic 13. to the corresponding information set forth on the “Credit Report.”

 

We compared Characteristic 14. to queries provided to us by the Company on February 25, 2019 and March 7, 2019 from the Company’s underwriting system (collectively, the “Model Score Query”).

 

Further, we compared Characteristic 1. to the Title Certificate, Title Application, Lien Entry Form, Vehicle Taxpayer Services Division Multi-Purpose Application or other related correspondence (collectively, the “Title Certificate”).

 

For purposes of our procedures and at your instruction:

 

·with respect to our comparison of Characteristic 5., differences of 0.01% are deemed to be “in agreement;” and

 

·with respect to our comparison of Characteristic 6., differences of $0.01 are deemed to be in “agreement.”

 

In addition to the procedures described above, for each of the Sample Receivables, we observed or looked for the existence of the following:

 

·a Title Certificate (as defined above);

 

·the security interest of the Company is indicated on a Title Certificate;

 

·a credit application (the “Credit Application”);

 

·a Credit Report;

 

·a Truth-in-Lending Disclosure Statement;

 

·a Verification of Insurance, Policy Declaration, Certificate of Insurance, Insurance Identification Card, Insurance Verification Request, Insurance Application, Binder of Insurance, Proof of Insurance, Lien Holder Service Center Summary or Personal Automobile Insurance Policy or other related documentation denoting the borrower’s current insurance status (collectively, the “Agreement to Provide Insurance”); and

 

·a model type of “used” set forth on the Contract and the Servicing System.

 

The automobile receivable documents described above, including any information obtained from the indicated systems, and any other related documents used in support of the Characteristics were provided to us by representatives of the Company and are collectively referred to hereinafter as the “Receivable Documents.” We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Receivable Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein. In certain instances, our procedures were performed using data imaged facsimiles or photocopies of the Receivable Documents. In addition, we make no representations as to whether the Receivable Documents are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Receivables.

 

 

 

 

Agreed-Upon Procedures’ Findings

 

The results of the foregoing procedures indicated that the Characteristics set forth on the Statistical Data File were found to be in agreement with the above mentioned Receivable Documents, except as described in Appendix A. Supplemental information is contained on Appendix B and Appendix C.

 

******

 

We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the automobile receivables underlying the Statistical Data File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the automobile receivables or (iii) reasonableness of any of the aforementioned assumptions, information or methodologies.

 

It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.

 

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 conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or review conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, the objective of which would be the expression of an opinion or conclusion, respectively, on the accompanying information. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

 

None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.

 

None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.

 

This report is intended solely for the information and use of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties.

 

Yours truly,

 

/s/ Deloitte & Touche LLP


March 11, 2019

 

 

 


Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated March 11, 2019.

 

In applying our agreed-upon procedures as outlined above, we observed the following:

 

Exception
Description
Number


Exception Description

   
1 Three differences in sales date.
2 Three differences in original amount financed.
3 Eight differences in annual percentage rate.
4 One difference in original monthly P&I payment.
5 Two differences in original term to maturity.
6 Unable to obtain the Credit Application for two Sample Receivables.
7 Unable to obtain the Agreement to Provide Insurance for two Sample Receivables.

 

The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.

 

 

 

 

Appendix B to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated March 11, 2018.

 

Supplemental Information Related to the Findings Set Forth on Appendix A

 

Exception
Description
Number

Sample
Receivable
number

  

 

Characteristic

 

Characteristic set forth on
the Statistical Data File

 

Characteristic set forth
on the Contract

         
1 136084 Sales date 04/03/2014 04/02/2014
1 213689 Sales date 01/01/2019 12/31/2018
1 2884C Sales date 3/21/2017 3/3/2017
2 2884C Original amount financed $13,860.33 $15,174.75
2 2715D Original amount financed $21,133.48 $22,629.13
3 2884C Annual percentage rate 18.93% 18.97%
4 213689 Original monthly P&I payment $546.75 $547.08
5 2884C Original term to maturity 49 54
5 2715D Original term to maturity 53 65
         

Exception
Description
Number

Sample
Receivable
number

  

 

Characteristic

 

Characteristic set forth on
the Statistical Data File

 

Characteristic set forth
on the Modification Agreement

         
2 1380C Original amount financed $18,339.12 $18,982.00
3 2986W Annual percentage rate 21.97% 21.87%
3 3147JR Annual percentage rate 21.13% 21.15%
3 3216JR Annual percentage rate 19.44% 19.50%
3 3225CS Annual percentage rate 23.12% 23.05%
3 3696TP Annual percentage rate 23.38% 23.40%
3 3961JR Annual percentage rate 19.48% 19.50%
3 4015CW Annual percentage rate 21.36% 21.31%

 

The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.

 

 

 

 

Appendix C to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated March 11, 2019.

 

Supplemental Information Related to the Findings Set Forth on Appendix A

 

In applying our agreed-upon procedures as outlined above, we were unable to verify the following:

 

Exception
Description
Number
Sample
Receivable
number
Items not verified
6 149731 Credit Application
6 212654 Credit Application
7 149731 Agreement to provide insurance
7 212654 Agreement to provide insurance

 

The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.