EX-99.1 2 efc20-228_ex991.htm
Exhibit 99.1
 


KPMG LLP
Suite 900
8350 Broad Street
McLean, VA 22102
 
 
 

 
Independent Accountants' Report on Applying Agreed-Upon Procedures

 
Automotive Rentals, Inc. (the “Company”)
BofA Securities, Inc.
(together, the “Specified Parties”)

Re:  ARI Fleet Lease Trust 2020-A – Lease Data File and Disposition 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 (i) an electronic data file entitled “5. Data Tape 12.31.19- FINAL.xlsx” (the “Lease Data File”) provided to us on January 29, 2020, containing certain information on 20,976 automobile lease contracts (the “Leases”) as of December 31, 2019 (the “Cutoff Date”), which we were informed are intended to be included as collateral in the offering of ARI Fleet Lease Trust 2020-A; and, (ii) an electronic data file entitled “Dispositions - 2019.xlsx” provided to us on January 14, 2020, containing certain information related to dispositions of Leases by the Company during calendar year 2019 (the “Disposition Data File”). The Company is responsible for the specified attributes identified by the Company in the Lease Data File and Disposition 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 noted, 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 noted. Such recomputed information was deemed to be in agreement if differences were within the materiality threshold.
 
The term “materiality threshold” means that dollar amounts and percentages were within $1.00 and 0.01%, respectively.
 
The term “Source Documents” means the following information sources provided by the Company for each Sample Lease (defined below) or Sample Disposition (defined below):
 
-
Motor Vehicle Lease Agreement
-
Certificate of Insurance Coverage
-
Certificate of Liability Insurance
-
Company’s asset system
-
Company’s GDT internal accounting system of record
 

The Source Documents were represented by the Company to be either the original Source Document, a copy of the original Source Document, and/or electronic records contained within the Company’s servicing systems. We make no representation regarding the validity or accuracy of these documents or the execution of the Motor Vehicle Lease Agreement by the lessee.



 
KPMG LLP is a Delaware limited liability partnership and the U.S. member
firm of the KPMG network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), a Swiss entity.



 

The term “Title Documents” means a Certificate of Title, Apportioned Registration, Lien Statement, Application for Title or Lien Statement, Lease and Title Instructions, or information in the Vehicle Information Inquiry System provided by the Company.
 
The term “Rate History Schedule” means an electronic data file provided by the Company on January 20, 2020, containing certain index rate history information.
 
The term “Titling Trust Owners Schedule” means an electronic data file provided by the Company on January 29, 2020, containing titling company names and abbreviations that are acceptable variations of “Automotive Rentals, Inc.” This schedule is attached hereto as Exhibit C.
 
The term “Additional Insured Schedule” mean an electronic data file provided by the Company on January 29, 2020, containing insured entities and abbreviations that are acceptable variations of “Automotive Rentals, Inc.” This schedule is attached hereto as Exhibit D.

The term “Provided Information” means the Source Documents, Title Documents, Rate History Schedule, Titling Trust Owners Schedule, and Additional Insured Schedule.

I.
The Lease Data File
 
A.
We were instructed by the Company to randomly select a sample of 150 Leases (each a “Sample Lease”) from the Lease Data File. For purposes of this procedure, the Company did not inform us as to the basis for how they determined the number of Leases that we were instructed to randomly select from the Lease Data File. A listing of the Sample Leases are attached hereto as Exhibit A.
 
B.
For each Sample Lease, we compared the attributes listed below in the Lease Data File to the corresponding information appearing on or derived from the Provided Information. The Specified Parties indicated that the absence of any of the specified Provided Information or the inability to agree the indicated information from the Lease Data File to the Provided Information, utilizing the methodologies and/or instructions provided by the Company listed below, for each of the specified attributes, constituted an exception. The Provided Information is listed in the order of priority until such attribute was agreed.
 

Attribute
Provided Information/ Company’s Instructions
VEHICLE NO
Motor Vehicle Lease Agreement, Company’s asset system
LESSEE CODE
Motor Vehicle Lease Agreement, Company’s asset system
END BALANCE
Company’s asset system
TERM
Motor Vehicle Lease Agreement
DELIV DATE
Motor Vehicle Lease Agreement
STATE
Title Documents
CAP COST
Motor Vehicle Lease Agreement
MTHLY AMORT
Company’s asset system, Motor Vehicle Lease Agreement
For Sample Leases #17 and #80, the Company informed us that no billing has occurred as of the Cutoff Date and instructed us to recompute the MTHLY AMORT as CAP COST divided by TERM.
BILLED RATE
Motor Vehicle Lease Agreement, Company’s asset system, Rate History Schedule.




 

Attribute
Provided Information/ Company’s Instructions
 
For floating rate assets, for which the Motor Vehicle Lease Agreement “Int-Type” field is “Float” or for which the Company’s asset system “Lease Type” field is “Plateau,” the Company instructed us to add the applicable index rate from the Rate History Schedule to the “Mark Up” value in the Company’s asset system.
MAKE
Motor Vehicle Lease Agreement. If the MAKE in the Lease Data File contained more than 10 characters, we were instructed by the Company to only compare the first 10 characters to the Motor Vehicle Lease Agreement.
MODEL
Motor Vehicle Lease Agreement, Company’s asset system
ADMIN AMT
Motor Vehicle Lease Agreement, Company’s asset system
OPEN/CLOSE
Motor Vehicle Lease Agreement
 
 
We found the information listed in the Lease Data File for the Sample Leases to be in agreement with the corresponding information in the respective Provided Information or our recomputations based on the Company’s instructions.

A.
We performed the following additional procedures for each Sample Lease:

We compared the name of the owner stated on the Title Documents to the corresponding information in the Titling Trust Owners Schedule or the Company’s asset system.
 
We observed that an internal approval date was populated in the “Last Review” field in the Company’s asset system. We make no representation regarding the validity of such approval.
 
We observed that the Motor Vehicle Lease Agreement was signed. We make no representation regarding the validity of the signature.
 
We observed the existence of a Certificate of Insurance Coverage or a Certificate of Liability Insurance and identified the additional insured party as one of the names on the Additional Insured Schedule. For certain samples where a Blanket Additional Insured endorsement was applied and no specific parties were listed as the additional insured party, the Company instructed us to use the Certificate Holder on the Certificate of Insurance Coverage or the Certificate of Liability Insurance and identify the additional insured party as one of the names on the Additional Insured Schedule.
 
II.
The Disposition Data File
 
A.
We were instructed by the Company to randomly select a sample of 40 dispositions (each a “Sample Disposition”) from the Disposition Data File. For purposes of this procedure, the Company did not inform us as to the basis for how they determined the number of dispositions that we were instructed to randomly select from the Disposition Data File. A listing of the Sample Dispositions is attached hereto as Exhibit B.
 
B.
For each Sample Disposition, we compared the attributes listed below in the Disposition Data File to the corresponding information appearing on or derived from the Provided Information. The Specified Parties indicated that the absence of any of the specified Provided Information or the inability to agree the indicated information from the Lease Data File to the Provided Information, utilizing the methodologies and/or instructions provided by the Company listed below, for each of the specified attributes, constituted an exception. The Provided Information is listed in the order of priority until such attribute was agreed.
 



 
Attribute
Provided Information/ Company’s Instructions
ORIGINATION DATE
Motor Vehicle Lease Agreement, Company’s GDT internal accounting system of record
CLIENT NAME
Motor Vehicle Lease Agreement, Company’s GDT internal accounting system of record
MAKE
Motor Vehicle Lease Agreement, Company’s GDT internal accounting system of record
MODEL (excluding trim or engine type)
Motor Vehicle Lease Agreement, Company’s GDT internal accounting system of record
CAP COST
Motor Vehicle Lease Agreement, Company’s GDT internal accounting system of record
BOOK VALUE AT SALE
Motor Vehicle Lease Agreement, Company’s GDT internal accounting system of record
YEAR
Motor Vehicle Lease Agreement, Company’s GDT internal accounting system of record
For the purposes of this procedure, the Company instructed us to identify the YEAR as 2019 (which is the date of sale).
SALE PROCEEDS
Motor Vehicle Lease Agreement, Company’s GDT internal accounting system of record
GAIL-LOSS AMOUNT
Recompute as the difference between BOOK VALUE AT SALE and SALE PROCEEDS

We found the information listed in the Disposition Data File for the Sample Dispositions to be in agreement with the corresponding information in the Provided Information or our recomputations based on the Company’s instructions.
 
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 Lease Data File and Disposition 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 you.
 
The procedures performed were applied based on the information indicated in the Lease Data File, Disposition Data File, Provided Information, and methodologies and instructions provided by the Company without verification or evaluation of such methodologies, instructions, and information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the methodologies, instructions, or information provided to us by the Company, (ii) the physical existence of the Leases, (iii) the reliability or accuracy of the Provided Information which was 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 Leases to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Lease being securitized, (iii) the compliance of the originator of the Leases with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Leases 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 who may have access to this report as required by law or regulation.
 
/s/KPMG LLP
 

McLean, Virginia
February 10, 2020



 
Exhibit A
The Sample Leases
 

Sample Lease
Number
 
ICN No
Sample Lease
Number
 
ICN No
Sample Lease
Number
 
ICN No
1
19097429
51
16413285
101
17375480
2
19097565
52
18395308
102
18029477
3
19232474
53
16286444
103
18069241
4
18391105
54
17130792
104
18064002
5
19251640
55
17175860
105
18018159
6
18366072
56
18292576
106
18029474
7
19239545
57
19142322
107
18193689
8
19225063
58
19203267
108
17383709
9
19258738
59
18370962
109
17019987
10
19253447
60
18325936
110
18333412
11
19063776
61
18365548
111
14086399
12
18370929
62
19170966
112
14086400
13
18282046
63
18328446
113
18044437
14
18294572
64
19170224
114
18005249
15
18299357
65
19177288
115
17391562
16
19222401
66
19205470
116
18379311
17
19275276
67
18369204
117
17032542
18
18397747
68
19024239
118
17407743
19
18313318
69
19219689
119
17031900
20
19012015
70
19275431
120
17184702
21
19146621
71
18335493
121
17348844
22
19303325
72
19247552
122
17373316
23
18402864
73
19227961
123
17071763
24
18403199
74
18405007
124
17124851
25
19016900
75
19000314
125
14089513
26
19023951
76
19193060
126
17071486
27
19238341
77
19193067
127
12958418
28
19080312
78
19146252
128
18060667
29
19160360
79
19171218
129
18187243
30
18299313
80
19293116
130
18258094
31
19252720
81
17124319
131
18110172
32
18199193
82
18245402
132
18232857
33
18331837
83
13657809
133
17353694
34
18315635
84
14183569
134
17291266
35
18371589
85
15156783
135
18107323
36
19156737
86
18122838
136
13012431
37
19002602
87
18370915
137
13136200
38
19011199
88
17410170
138
13226753
39
19062392
89
18158926
139
14088032
40
18371589
90
18183510
140
14111905
41
15020109
91
18150379
141
14277775
42
19254304
92
18231612
142
15020408
43
19257722
93
18359920
143
15335849
44
19025070
94
19010528
144
16118954
45
19219407
95
18309586
145
18295420
46
19010340
96
18046052
146
17137707
47
18372654
97
17375036
147
19149470
48
19101300
98
18142302
148
17136509
49
19002608
99
18172020
149
18257661
50
19197227
100
19170862
150
18296207




 
Exhibit B
The Sample Dispositions

 

Sample Lease
Number
 
Vehicle ID
1
8874563
2
10445593
3
8515905
4
8326247
5
9808650
6
7952982
7
5786629
8
9415031
9
8226399
10
10172527
11
9900030
12
9300210
13
9285026
14
7861315
15
8461065
16
10450131
17
5013116
18
8415702
19
8988388
20
6313501
21
7861348
22
10096290
23
8992860
24
10212645
25
7962542
26
6898762
27
8686803
28
10009670
29
8638059
30
8621970
31
8773355
32
6423291
33
9050040
34
9267033
35
9640272
36
8118211
37
7139846
38
8611941
39
9299079
40
8595981




 
Exhibit C
 
Additional Insured Schedule
 
Additionally Insured
Automotive Rentals, Inc. & ARI Fleet LT
Automotive Rental, Inc. & ARI Fleet LT
Automotive Rental, Inc
Automotive Rentals, Inc
ARI FLEET LT
Automotive Rentals, Inc.
Automotive Rental, Inc.
Automotive Resources International
Automotive Resource International
Automotive Resources, Inc.
Automotive Resource, Inc.
ARI
ARI & Enterprise Rent-a-Car
Automotive Resources International, Automotive Rentals, Inc. & ARI Fleet LT
ARI, ARI Fleet LT & Automotive Rental Inc
ARI Fleet LT and Automotive Rentals Inc
Automotive Rental Inc and ARI Fleet LT
AUTOMOTIVE RENTALS,INC. AND ARI FLEET LT
Automotive Rentals, Inc & ARI Fleet, LT
Automotive Rentals Inc & ARI Fleet LT.
ARI, Automotive Rentals Inc and ARI Fleet LT
ARI Fleet LT Automotive Rentals Inc
Automotive Rentals Inc. And ARI Fleet LT
Automotive Rentals, Inc and ARI Fleet LT
Automotive Rentals, Inc. and ARI Fleet LT
ARI & ARI Fleet LT
ARI Fleet LT & Automotive Rentals, Inc
ARI Fleet LT and Automotive Rentals Inc.
ARI Fleet LT and Automotive Rentals, Inc
ARI Fleet LT Automotice Rentals, Inc
ARI FLEET LT AUTOMOTIVE RENTALS INC.
ARI, Automotive Rentals Inc. and ARI Fleet LT
Auto motive Rental, Inc. AND Ari Fleet LT
Automotive Rentals Inc & ARI Fleet LT
Automotive Rentals Inc.
Automotive Rentals Inc. ARI Fleet LT
Automotive Rentals, Inc & ARI Fleet LT.
Automotive Rentals, Inc. AND ARI Fleet LT.
Automotive Rentals, Inc. ARI Fleet LT
Automotive Rentals, Inc., and ARI Fleet LT
Automotive Resources International (ARI) and ARI Fleet LT
Automotive Resources International and ARI Fleet LT
ARI FLEET INC
ARI FLEET
Automotive Rental Inc. and ARI Fleet LT
Automotive Rental, Inc. AND Ari Fleet LT


Exhibit C
 
Additional Insured Schedule (continued)

ARI & ARI FLEET, LT
Automotive Rentals Inc and ARI Fleet LT
ARI (Automotive Rentals, Inc.) and ARI Fleet LT
ARI,ARI Fleet LT & Automotive RentaL, iNC
Automobile Rentals, Inc. AND ARI Fleet LT
Automotive Rentals Inc. & ARI Fleet LT
AUTOMOTIVE RENTALS INC. & ARI FLEET LT



Exhibit D

Titling Trust Owners Schedule

Titling Trust
ARI FLEET LT
ARI FLEET LT LTD
ARI FLEET LT LSR
ARI FLEET LT INC
ARI FLEET LT, A BUSINESS TRUST
ARI FLEET (BUSINESS TRUST)
ARI TRUST
ARI FLEET LT A BUISNESS TRUST
ARI FLEET LT A BUSINESS TRUST
ARI FLEET LT A BUSINESS TRUSTLSR
ARI FLEET LT LESSOR COG OPERATING LLC LESSEE
ARI FLEET LT-LESSOR
LSR ARI FLEET LT
ARI FLEET LT LESSOR