EX-99.1 2 tm2029902d1_ex99-1.htm REPORT OF INDEPENDENT ACCOUNTANTS

 

 

Exhibit 99.1

 

 

World Omni Select Auto Trust 2020-A

Asset-Backed Notes, Series 2020-A

Sample Receivable Agreed-Upon Procedures

 

Report To:

World Omni Auto Receivables LLC

World Omni Financial Corp.

 

31 August 2020

 

 

 

   

 

Ernst & Young LLP

5 Times Square

New York, NY 10036-6530

 

Tel: +1 212 773 3000

Fax: +1 212 773 6350

ey.com

 

 

Report of Independent Accountants on Applying Agreed-Upon Procedures

 

 

World Omni Auto Receivables LLC

World Omni Financial Corp.

190 Jim Moran Boulevard

Deerfield Beach, Florida 33442

 

 

Re:World Omni Select Auto Trust 2020-A (the “Issuing Entity”)

Asset-Backed Notes, Series 2020-A (the “Notes”)

Sample Receivable Agreed-Upon Procedures

 

 

We have performed the procedures enumerated in Attachment A, which were agreed to by World Omni Auto Receivables LLC (the “Depositor”), World Omni Financial Corp. (the “Sponsor”), Barclays Capital Inc. (“Barclays”), MUFG Securities Americas Inc. (“MUFG”) and Wells Fargo Securities, LLC (“Wells Fargo Securities,” together with the Depositor, Sponsor, Barclays and MUFG, the “Specified Parties”), solely to assist the Specified Parties in evaluating certain information relating to a pool of fixed rate retail installment sale contracts (the “Receivables”) used to finance new and used automobiles and light-duty trucks relating to the Issuing Entity’s securitization transaction. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.

 

The procedures performed and our associated findings are included in Attachment A.

 

   

 

 

 

 

 

 

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For the purpose of the procedures described in this report, the Sponsor, on behalf of the Depositor, provided us with:

a.Electronic data files:
i.Labeled “WOS2020-A_SM.txt” and the corresponding record layout and decode information, as applicable (the “Initial Base Data File”), that the Sponsor, on behalf of the Depositor, indicated contains information relating to certain fixed rate retail installment sale contracts (the “Cutoff Date Base Receivables”) as of 7 August 2020 (the “Cutoff Date”),
ii.Labeled “WOS2020-A.txt” and the corresponding record layout and decode information, as applicable (the “Initial Upsize Data File,” together with the Initial Base Data File, the “Provided Data Files”), that the Sponsor, on behalf of the Depositor, indicated contains information relating to certain fixed rate retail installment sale contracts (the “Cutoff Date Upsize Receivables”) as the Cutoff Date,
iii.Labeled “Make and Model Mapping Toyota.xlsx” and the corresponding record layout and decode information, as applicable (the “Vehicle Make and Vehicle Model Mapping File”), that the Sponsor, on behalf of the Depositor, indicated contains information relating to the vehicle make and vehicle model corresponding to each Base Receivable and Upsize Receivable (both as defined in Attachment A) and
iv.Labeled “WOSAT2020_A.Vehicle_Make_and_Type_Mapping.xls” and the corresponding record layout and decode information, as applicable (the ”Manufacturer and Product Segment Mapping File”), that the Sponsor, on behalf of the Depositor, indicated contains information relating to the vehicle manufacturer and product segment corresponding to each Base Receivable and Upsize Receivable,
b.Imaged copies of:
i.The retail installment sale contract, retail installment sale contract correction notice, address change correction form or other related documents (collectively and as applicable, the “Contract”),
ii.Certain printed screen shots and account summary information from the Sponsor’s loan servicing system (the “System Screen Shots”),
iii.The certificate of title, electronic title, application for title or other related documents (collectively and as applicable, the “Title”) and
iv.The borrower credit application (the “Credit Application,” together with the Contract, System Screen Shots and Title, the “Source Documents”)

that the Sponsor, on behalf of the Depositor, indicated relate to each Sample Receivable (as defined in Attachment A),

c.Information, assumptions and methodologies (collectively, the “Provided Sample Characteristic Calculation Methodology”), which are shown on Exhibit 1 to Attachment A, that the Sponsor, on behalf of the Depositor, indicated relate to the calculation of the characteristic(s) listed on Exhibit 1 to Attachment A (the “Provided Calculation Sample Characteristic”) for each Base Receivable and Upsize Receivable,
d.The list of relevant characteristics (the “Sample Characteristics”) on the Base Data File (as defined in Attachment A), which is shown on Exhibit 2 to Attachment A, and
e.Instructions, assumptions and methodologies, which are described in Attachment A.

 

   

 

 

 

 

 

 

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The procedures included in Attachment A were limited to comparing, observing or recalculating certain information that is further described in Attachment A. The Depositor is responsible for the Provided Data Files, Vehicle Make and Vehicle Model Mapping File, Manufacturer and Product Segment Mapping File, Source Documents, Provided Sample Characteristic Calculation Methodology, Sample Characteristics and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform and we have not performed any procedures other than those listed in Attachment A. We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Provided Data Files, Vehicle Make and Vehicle Model Mapping File, Manufacturer and Product Segment Mapping File, Source Documents, Provided Sample Characteristic Calculation Methodology, Adjusted Base Data File, Adjusted Upsize Data File (both as defined in Attachment A) or any other information provided to us by the Sponsor, on behalf of the Depositor, upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to (a) the existence of the Cutoff Date Base Receivables, Cutoff Date Upsize Receivables, Base Receivables, Upsize Receivables or Receivables (b) questions of legal or tax interpretation and (c) the accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Sponsor, on behalf of the Depositor, that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.

 

We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the American Institute of Certified Public Accountants on any of the items referred to herein. 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 agreed-upon procedures described in this report were not performed for the purpose of:

a.Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or
b.Making any findings with respect to:
i.Whether the origination of the Receivables conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,
ii.The value of the collateral securing the Receivables,
iii.Whether the originator(s) of the Receivables complied with federal, state or local laws or regulations or
iv.Any other factor or characteristic of the Receivables that would be material to the likelihood that the issuer of the Notes will pay interest and principal in accordance with applicable terms and conditions.

 

   

 

 

 

 

 

 

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This report is intended solely for the information and use of the Specified Parties and is not intended to be and should not be used by anyone other than the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and rating agencies, 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/ Ernst & Young LLP

 

31 August 2020

 

   

 

 

 

 

  

 

Attachment A

Page 1 of 3

 

 

Procedures performed and our associated findings

 

1.As instructed by the Sponsor, on behalf of the Depositor, we removed the Cutoff Date Base Receivables from the Initial Base Data File that did not have an ABS ID value of “255,” as shown on the Initial Base Data File.

 

The Initial Base Data File, as adjusted, is hereinafter referred to as the “Adjusted Base Data File” and the Cutoff Date Base Receivables on the Adjusted Base Data File are hereinafter referred to as the “Base Receivables,” which the Sponsor, on behalf of the Depositor, indicated are expected to be representative of the Receivables.

 

2.As instructed by the Sponsor, on behalf of the Depositor, we appended the information for each Base Receivable on the Adjusted Base Data File with the corresponding:
a.Vehicle make and vehicle model information, which we determined using the information on the Vehicle Make and Vehicle Model Mapping File,
b.Vehicle manufacturer and product segment information, which we determined using the information on the Manufacturer and Product Segment Mapping File, and
c.Provided Calculation Sample Characteristic, which we calculated using the Provided Sample Characteristic Calculation Methodology.

 

The Adjusted Base Data File, as adjusted, is hereinafter referred to as the “Base Data File.”

 

3.As instructed by the Sponsor, on behalf of the Depositor, we randomly selected a sample of 135 Base Receivables from the Base Data File (the “Sample Receivables”). For the purpose of this procedure, the Sponsor, on behalf of the Depositor, did not inform us as to the basis for how they determined the number of Sample Receivables or the methodology they instructed us to use to select the Sample Receivables from the Base Data File.

 

For the purpose of the procedures described in this report, the 135 Sample Receivables are referred to as Sample Receivable Numbers 1 through 135.

 

4.For each Sample Receivable, we:

 

a.Compared the Sample Characteristics listed on Exhibit 2 to Attachment A, as shown on the Base Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the Source Documents, subject to the instructions, assumptions and methodologies provided by the Sponsor, on behalf of the Depositor, described in the notes to Exhibit 2 to Attachment A. The Source Document(s) that we were instructed by the Sponsor, on behalf of the Depositor, to use for each Sample Characteristic are shown on Exhibit 2 to Attachment A. Except for the information shown on Exhibit 3 to Attachment A, all such compared information was in agreement.
   

 

 

 

 

  

 

Attachment A

Page 2 of 3

 

 

 

4.(continued)

 

b.Observed that the Contract contained truth-in-lending disclosure information.

 

c.Observed that “World Omni Financial Corp.,” “World Omni Finance Corp.” or “World Omni Financial Group” was the named lien holder or owner, as shown in the Title, or that the lien holder has assigned the vehicle securing the Sample Receivable to “World Omni Financial Corp.,” “World Omni Finance Corp.” or “World Omni Financial Group,” as shown in the Title, subject to the additional instruction(s) provided by the Sponsor, on behalf of the Depositor, described in the succeeding paragraph(s).

 

For the purpose of this procedure, the Sponsor, on behalf of the Depositor, instructed us to ignore differences due to abbreviation, truncation or spelling errors.

 

d.Observed the existence of a Credit Application.

 

5.As instructed by the Sponsor, on behalf of the Depositor, we removed the Cutoff Date Upsize Receivables from the Initial Upsize Data File that did not have an ABS ID value of “255,” as shown on the Initial Upsize Data File.

 

The Initial Upsize Data File, as adjusted, is hereinafter referred to as the “Adjusted Upsize Data File” and the Cutoff Date Upsize Receivables on the Adjusted Upsize Data File are hereinafter referred to as the “Upsize Receivables,” which the Sponsor, on behalf of the Depositor, indicated are expected to be representative of the Receivables.

 

6.As instructed by the Sponsor, on behalf of the Depositor, we appended the information for each Upsize Receivable on the Adjusted Upsize Data File with the corresponding:
a.Vehicle make and vehicle model information, which we determined using the information on the Vehicle Make and Vehicle Model Mapping File,
b.Vehicle manufacturer and product segment information, which we determined using the information on the Manufacturer and Product Segment Mapping File, and
c.Provided Calculation Sample Characteristic, which we calculated using the Provided Sample Characteristic Calculation Methodology,

subject to the additional instruction(s) provided by the Sponsor, on behalf of the Depositor, described in the succeeding paragraph(s) of this Item.

 

The Adjusted Upsize Data File, as adjusted, is hereinafter referred to as the “Upsize Data File.” The Base Data File and Upsize Data File are hereinafter collectively referred to as the “Data Files.”

 

   

 

 

 

 

  

 

Attachment A

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6.(continued)

 

For the purpose of using the Provided Sample Characteristic Calculation Methodology for this procedure, the Sponsor, on behalf of the Depositor, instructed us to replace any reference:

i.To “Adjusted Base Data File” in the Provided Sample Characteristic Calculation Methodology with “Adjusted Upsize Data File” and
ii.To “Base Receivable” in the Provided Sample Characteristic Calculation Methodology with “Upsize Receivable.”

 

7.For each fixed rate retail installment sale contract on the Base Data File and Upsize Data File, we compared the Account Number (the “Loan Number”), as shown on the Base Data File, to the corresponding Loan Number, as shown on the Upsize Data File, and noted that:
a.7,026 of the Upsize Receivables included on the Upsize Data File were not included on the Base Data File and
b.All of the Base Receivables (including the Sample Receivables) were included on both the Base Data File and Upsize Data File.

 

8.For each Sample Receivable, we compared the Sample Characteristics, as shown on the Base Data File, to the corresponding information on the Upsize Data File. All such compared information was in agreement.

 

 

   

 

Exhibit 1 to Attachment A

 

 

Provided Sample Characteristic Calculation Methodology

 

For the purpose of calculating the Provided Calculation Sample Characteristic for each Base Receivable on the Adjusted Base Data File, the Sponsor, on behalf of the Depositor, instructed us to perform the following calculation(s):

 

Provided Calculation Sample Characteristic Calculation Methodology
   
Adjusted FICO score

For each Base Receivable with an App Fico Score value greater than “0,” as shown on the Adjusted Base Data File, use the App Fico Score, as shown on the Adjusted Base Data File

 

For each remaining Base Receivable, use the Coapp Fico Score, as shown on the Adjusted Base Data File

   
   

 

Exhibit 2 to Attachment A

Page 1 of 4

 

Sample Characteristics and Source Documents

 

Sample Characteristic Base Data File Field Name Source Document(s) Note(s)
Loan number Account Number Contract i.
Customer name Customer Name Contract ii.
State State Contract or System Screen Shots iii.
New/used New/Used Indicator Contract iv.
Make Make Contract ii.
Model Model Contract ii., v.
Model year Year Contract  
Contract interest rate Contract Interest Rate Contract vi.
Original contract amount Original Contract Amount

(a)    Contract,

(b)    Contract and recalculation or

(c)    System Screen Shots, Contract and   recalculation

 

vii., viii.
Monthly payment amount Principal and Interest Payment Contract viii.
Original term Original Term of Contract Contract  
First payment date First Payment Due Date

(a)    Contract or

(b)    System Screen Shots, Contract and   recalculation

 

ix.
Contract date Contract Date Contract  
Adjusted FICO score Adjusted FICO score System Screen Shots x.

 

Notes:

 

i.For identification purposes only.

 

ii.For the purpose of comparing the indicated Sample Characteristics for each Sample Receivable, the Sponsor, on behalf of the Depositor, instructed us to ignore differences due to abbreviation, truncation or spelling errors (and in accordance with any other applicable note(s)).

 

   

 

Exhibit 2 to Attachment A

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Notes: (continued)

 

iii.For the purpose of comparing the state Sample Characteristic for each Sample Receivable (except for Sample Receivable Numbers 13 and 22), the Sponsor, on behalf of the Depositor, instructed us to use the Contract as the Source Document.

 

For the purpose of comparing the state Sample Characteristic for Sample Receivable Numbers 13 and 22, the Sponsor, on behalf of the Depositor, instructed us to use the System Screen Shots as the Source Document.

 

iv.For the purpose of comparing the new/used Sample Characteristic for each Sample Receivable, the Sponsor, on behalf of the Depositor, instructed us to note agreement with a new/used value of “N,” as shown on the Base Data File, if the corresponding new/used value, as shown in the Contract, was “DEMO.”

 

v.For the purpose of comparing the model Sample Characteristic for each Sample Receivable with a model year value of “2017” or “2019,” as shown on the Base Data File, the Sponsor, on behalf of the Depositor, instructed us to note agreement if the model value, as shown on the Base Data File, agreed with the corresponding model value, as shown in the Contract, in accordance with the decode table shown below (and in accordance with any other applicable note(s)):

 

Base Data File Value Source Document Value
   
Yaris iA Scion iA
Corolla iM Scion iM
86 Scion FR-S

 

vi.For the purpose of comparing the contract interest rate Sample Characteristic for each Sample Receivable (except for the Florida/Georgia Dealer Sample Receivables (as defined in the succeeding paragraph(s) of this note)), the Sponsor, on behalf of the Depositor, instructed us to use the annual percentage rate, as shown in the Contract.

 

For the purpose of comparing the contract interest rate Sample Characteristic for each Sample Receivable with a:

a.Dealership state value of “FL” or “GA” and
b.Loan processing fee (prepaid finance charge) value other than “N/A” or “0.00,”

both as shown in the Contract (each, a “Florida/Georgia Dealer Sample Receivable”), the Sponsor, on behalf of the Depositor, instructed us to use the base rate value, as shown in the Contract.

 

   

 

Exhibit 2 to Attachment A

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Notes: (continued)

 

vii.For the purpose of comparing the original contract amount Sample Characteristic for each Sample Receivable (except for (a) the Florida/Georgia Dealer Sample Receivables and (b) Sample Receivable Number 76), the Sponsor, on behalf of the Depositor, instructed us to use the Contract as the Source Document (and in accordance with any other applicable note(s)).

 

For the purpose of comparing the original contract amount Sample Characteristic for each Florida/Georgia Dealer Sample Receivable, the Sponsor, on behalf of the Depositor, instructed us to recalculate the original contract amount by adding the:

a.Loan processing fee (prepaid finance charge) to
b.Amount financed,

both as shown in the Contract (and in accordance with any other applicable note(s)).

 

For the purpose of comparing the original contract amount Sample Characteristic for Sample Receivable Number 76, the Sponsor, on behalf of the Depositor, instructed us to recalculate the original contract amount by adding the:

a.Loan processing fee (prepaid finance charge), as shown in the System Screen Shots, to
b.Amount financed, as shown in the Contract

(and in accordance with any other applicable note(s)).

 

viii.For the purpose of comparing the indicated Sample Characteristics for each Sample Receivable, the Sponsor, on behalf of the Depositor, instructed us to ignore differences of +/- $1.00 or less (and in accordance with any other applicable note(s)).

 

ix.For the purpose of comparing the first payment date Sample Characteristic for each Sample Receivable (except for Sample Receivable Number 115), the Sponsor, on behalf of the Depositor, instructed us to note agreement if the first payment date value, as shown on the Base Data File, is the 1st or 2nd of the month following a first payment date that falls on the 29th, 30th or 31st day of the month, or on the 28th day of February, as shown in the Contract.

 

For the purpose of comparing the first payment date Sample Characteristic for Sample Receivable Number 115, the Sponsor, on behalf of the Depositor, instructed us to recalculate the first payment date by adding the:

a.Number of payment extensions, as shown in the System Screen Shots, to
b.First payment date, as shown in the Contract.

 

   

 

Exhibit 2 to Attachment A

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Notes: (continued)

 

x.For the purpose of comparing the adjusted FICO score Sample Characteristic for each Sample Receivable (except for the Sample Receivables described in the succeeding paragraph(s) of this note), the Sponsor, on behalf of the Depositor, instructed us to note agreement if the adjusted FICO score value, as shown on the Base Data File, agreed to at least one FICO score, as shown in the System Screen Shots. We performed no procedures to reconcile any differences that may exist relating to the information shown in the System Screen Shots.

 

The Sponsor, on behalf of the Depositor, instructed us not to compare the adjusted FICO score Sample Characteristic for Sample Receivables with an adjusted FICO score value of “0,” as shown on the Base Data File.

 

We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Sponsor, on behalf of the Depositor, described in the notes above.

 

   

 

Exhibit 3 to Attachment A

 

 

Sample Characteristic Differences

 

Sample

Receivable Number

 

Sample Characteristic

Base

Data File Value

Source

Document Value

       
4 Contract interest rate 3.90% 4.90%
       
  Monthly payment amount $607.29 $625.35