EX-99.1 2 tm247244d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Independent Accountants’ Agreed Upon Procedures Report

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

Truist Securities, Inc.

(together, the "Specified Parties")

Re: Credibly Asset Securitization II LLC, Series 2024-1 — Data File Procedures

We have performed the procedures described below on the specified attributes in an electronic data file entitled "240122_Statistical Eligble_Pool_As_of 31stDec - V4.xlsx," provided by the Company on January 22, 2024, containing information on 1,696 receivables secured by small business loans and merchant cash advances (the "Receivables") as of December 31, 2023 (the "Data File"), which we were informed are intended to be included as collateral in the offering by Credibly Asset Securitization II LLC, Series 2024-1. The Company is responsible for the specified attributes identified by the Company in the Data File.

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose 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 reporting 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 reporting threshold.

·The term "reporting threshold" means that dollar amounts were within $1.00 and Business Age was within one (1) month.

·The term "Recap System" means the Company's origination and servicing system.

·The term "Receivable File" means the following information sources provided by the Company for each of the Selected Receivables (defined below):

-Electronic records on the following screens in 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.

·The term "Additional Documents" means:

-Electronic email correspondence from the Company on January 23, 2024, listing product names in the Recap System corresponding to each Product Type appearing in the Data File (the "Product Listings") and range of risk score corresponding to each Risk Score Band appearing in the Data File (the "Risk Score Ranges")

-Electronic data file entitled "Credibly 2024 LFR Selected Samples (1.22 Tape)_YieldCalc.xlsx" provided by the Company on January 23, 2024, containing yield calculation methodology for the Receivables (the "Yield Calculation Methodology").

·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 "Provided Information" means the Receivable File, Additional Documents, and Instructions.

The procedures we were instructed by the Company to perform and the associated findings are as follows:

 

A.We randomly selected a sample of 200 Receivables from the Data File (the "Selected Receivables"). A listing of the Selected Receivables is attached hereto as Exhibit A. For purposes of this procedure, the Company did not inform us of the basis they used to determine 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 listed below to or using the corresponding information included in the Receivable File or Additional Documents, utilizing the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Receivable File or Additional Documents or the inability to agree the indicated information from the Data File to the Receivable File or Additional Documents for each of the attributes identified, utilizing the Instructions as applicable, constituted an exception. The Receivable File information is listed in the order of priority.

Attributes Provided Information

Merchant Name "ID" field on Business Info screen

State"State Incorporated" field or "Billing State" field on Business Info screen or "State" field on Client 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 "Current Frequency" field on Deal Info screen, 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

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Attributes Provided Information

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

Business Age Instructions

Yield Instructions

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. 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 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.

We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

 

The procedures performed were applied based on the information included in the Data File, and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company (ii) the physical existence of the Receivables, (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 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 the nationally recognized statistical rating organizations ("NRSROs").

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The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances 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 or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.

  /s/ KPMG LLP

Irvine, California
February 20, 2024

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Exhibit A - The Selected Receivables

Selected
Receivable #
Receivable
Number1
Selected
Receivable #
Receivable
Number1
Selected
Receivable #
Receivable
Number1
Selected
Receivable #
Receivable
Number1
1 20241001 51 20241051 101 20241101 151 20241151
2 20241002 52 20241052 102 20241102 152 20241152
3 20241003 53 20241053 103 20241103 153 20241153
4 20241004 54 20241054 104 20241104 154 20241154
5 20241005 55 20241055 105 20241105 155 20241155
6 20241006 56 20241056 106 20241106 156 20241156
7 20241007 57 20241057 107 20241107 157 20241157
8 20241008 58 20241058 108 20241108 158 20241158
9 20241009 59 20241059 109 20241109 159 20241159
10 20241010 60 20241060 110 20241110 160 20241160
11 20241011 61 20241061 111 20241111 161 20241161
12 20241012 62 20241062 112 20241112 162 20241162
13 20241013 63 20241063 113 20241113 163 20241163
14 20241014 64 20241064 114 20241114 164 20241164
15 20241015 65 20241065 115 20241115 165 20241165
16 20241016 66 20241066 116 20241116 166 20241166
17 20241017 67 20241067 117 20241117 167 20241167
18 20241018 68 20241068 118 20241118 168 20241168
19 20241019 69 20241069 119 20241119 169 20241169
20 20241020 70 20241070 120 20241120 170 20241170
21 20241021 71 20241071 121 20241121 171 20241171
22 20241022 72 20241072 122 20241122 172 20241172
23 20241023 73 20241073 123 20241123 173 20241173
24 20241024 74 20241074 124 20241124 174 20241174
25 20241025 75 20241075 125 20241125 175 20241175
26 20241026 76 20241076 126 20241126 176 20241176
27 20241027 77 20241077 127 20241127 177 20241177
28 20241028 78 20241078 128 20241128 178 20241178
29 20241029 79 20241079 129 20241129 179 20241179
30 20241030 80 20241080 130 20241130 180 20241180
31 20241031 81 20241081 131 20241131 181 20241181
32 20241032 82 20241082 132 20241132 182 20241182
33 20241033 83 20241083 133 20241133 183 20241183
34 20241034 84 20241084 134 20241134 184 20241184
35 20241035 85 20241085 135 20241135 185 20241185
36 20241036 86 20241086 136 20241136 186 20241186
37 20241037 87 20241087 137 20241137 187 20241187
38 20241038 88 20241088 138 20241138 188 20241188
39 20241039 89 20241089 139 20241139 189 20241189
40 20241040 90 20241090 140 20241140 190 20241190
41 20241041 91 20241091 141 20241141 191 20241191
42 20241042 92 20241092 142 20241142 192 20241192
43 20241043 93 20241093 143 20241143 193 20241193
44 20241044 94 20241094 144 20241144 194 20241194
45 20241045 95 20241095 145 20241145 195 20241195
46 20241046 96 20241096 146 20241146 196 20241196
47 20241047 97 20241097 147 20241147 197 20241197
48 20241048 98 20241098 148 20241148 198 20241198
49 20241049 99 20241099 149 20241149 199 20241199
50 20241050 100 20241100 150 20241150 200 20241200

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 actual Receivable Numbers.

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.

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.

B-1