EX-99.1 2 exhibit99-1.htm INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES
Exhibit 99.1



 


Centerstone SBA Lending, Inc.
777 S Figueroa Street, Suite 1900
Los Angeles, California 90017
Deloitte & Touche LLP
Suite 400
Harborside Plaza 10
Jersey City, NJ 07311
USA

Tel:   +1 212 937 8200
Fax:  +1 212 937 8298
www.deloitte.com

Independent Accountants’ Report
on Applying Agreed-Upon Procedures


We have performed the procedures described below, which were agreed to by Centerstone SBA Lending, Inc. (the “Company”) and Credit Suisse Securities (USA) LLC (the “Other Specified Party” and, together with the Company, the “Specified Parties”) related to their evaluation of certain information with respect to a portfolio of small business loans in connection with the proposed offering of Centerstone SBA Trust 2019-1, Unguaranteed SBA 7(a) Loan-Backed Notes, Series 2019-1.

The information provided to us, including the information set forth in the Statistical Loan File (as defined herein), is the responsibility of the Company.  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

On October 7, 2019, representatives of the Company provided us with a computer-generated small business loan data file and related record layout containing data, as represented to us by the Company, as of the close of business September 30, 2019, with respect to 176 small business loans (the “Statistical Loan File”).

At the instruction of representatives of the Company, we randomly selected 125 small business loans from the Statistical Loan File (the “Sample Loans”) and performed certain comparisons and recomputations relating to the small business loan characteristics (the “Characteristics”) indicated below for each of the Sample Loans set forth on the Statistical Loan File.
Characteristics
1.
Loan number (for informational purposes only)
25.
Market value – machinery & equipment (if applicable)
2.
SBA number
26.
Lien position – machinery & equipment (if applicable)
3.
Borrower name
27.
Prior liens – machinery & equipment (if applicable)
4.
Original balance
28.
Market value – furniture & fixtures (if applicable)
5.
Original term
29.
Lien position – furniture & fixtures (if applicable)
6.
Note date
30.
Prior liens – furniture & fixtures (if applicable)
7.
Maturity date
31.
Market value – account receivables & inventory (if applicable)
8.
Current guaranteed balance
32.
Lien position – account receivables & inventory (if applicable)
9.
Current unguaranteed balance
33.
Prior liens  – account receivables & inventory (if applicable)
10.
Next payment date
34.
Market value – leasehold improvements (if applicable)
11.
Original guaranteed balance
35.
Lien position – leasehold improvements (if applicable)
12.
Original unguaranteed balance
36.
Prior liens – leasehold improvements (if applicable)
13.
Margin
37.
Market value – other collateral (if applicable)
14.
State
38.
Lien position – other collateral (if applicable)
15.
Guaranteed percentage
39.
Prior liens – other collateral (if applicable)
16.
Max FICO
40.
DSCR
17.
Mean FICO
41.
NAICS
18.
Loan purpose
42.
Risk rating
19.
Market value – residential (if applicable)
43.
SIC
20.
Lien position – residential (if applicable)
44.
Current interest rate
21.
Prior Liens – residential (if applicable)
45.
All collateral sum value
22.
Market value – commercial (if applicable)
46.
At origination market loan-to-value ratio
23.
Lien position – commercial (if applicable)
47.
Current – market loan-to-value ratio
24.
Prior liens – commercial (if applicable)
   


 
Member of
Deloitte Touche Tohmatsu Limited

We compared Characteristics 2. through. 4. to the corresponding information set forth on or derived from the “Loan Agreement.”

We compared Characteristic 5. to the corresponding information set forth on the “SBA Authorization.”

We compared Characteristic 6. to the corresponding information set forth on or derived from the Settlement Statement, Settlement Sheet or Disbursement Request and Authorization Form (collectively, the “Settlement Statement”).

With respect to Characteristic 7., we recomputed the maturity date by adding (i) the original term (as set forth on the SBA Authorization) to (ii) the note date (as set forth on the Settlement Statement).  We compared the results of such recomputations to the corresponding information set forth on the Statistical Loan File.

We compared Characteristics 8. through 10. to screen shots from the Company’s servicing system as of September 30, 2019 (the “Servicing System Screen Shots.”)

We compared Characteristics 11. through 42. to the corresponding information set forth on or derived from the “Credit Memorandum.”

We compared Characteristic 43. to the corresponding information set forth on the “NAICS-to-SIC Crosswalk Document.”

Using methodologies provided to us by the Company, we accessed the “Wall Street Journal Website” (http://www.wsj.com/) on October 24, 2019 and obtained the “Wall Street Journal Prime Rate.”  Further, with respect to Characteristic 44., we compared the current interest rate as set forth on the Statistical Loan File to the sum of (i) the margin (as set forth on the Credit Memorandum) and (ii) the Wall Street Journal Prime Rate.

With respect to Characteristic 45., we recomputed the all collateral sum value as the difference between (i) the sum of the (a) market value – residential, (b) market value – commercial, (c) market value – machinery & equipment, (d) market value furniture & fixtures, (e) market value – account receivables & inventory, (f) market value – leasehold improvements and (g) market value – other collateral and (ii) the sum of the (a) prior liens – residential, (b) prior liens – commercial, (c) prior liens – machinery & equipment, (d) prior liens - furniture & fixtures, (e) prior liens – account receivables & inventory, (f) prior liens – leasehold improvements and (g) prior liens – other collateral (each as set forth on the Credit Memorandum).  Further, at the instruction of the Company, we excluded market value – other collateral and prior liens – other collateral from the calculation above in instances in which the prior liens – other collateral amount was greater than the market value – other collateral amount.  We compared the results of such recomputations to the corresponding information set forth on the Statistical Loan File.

With respect to Characteristic 46., we recomputed the at origination market loan-to-value ratio as the product of (i) the quotient of (a) the original balance (as set forth on the Loan Agreement) and (b) the all collateral sum value (as determined above) and (ii) 100 and rounding such result to the nearest hundredth.  Further, at the instruction of the Company, for the Sample Loans indicated in Appendix A, we did not perform any such recomputations.

With respect to Characteristic 47., we recomputed the current – market loan-to-value ratio as the product of (i) the quotient of (a) the current guaranteed balance (as set forth on the Servicing System Screen Shots) and (b) the all collateral sum value (as determined above) and (ii) 100 and rounding such result to the nearest hundredth.  Further, at the instruction of the Company, for the Sample Loans indicated in Appendix A, we did not perform any such recomputations. 

In addition to the procedures described above, for each of the Sample Loans, we observed the following:

the “index description” set forth on the Credit Memorandum indicated “Wall Street Journal Prime Rate;”


a “prepayment penalty indicator” on the Credit Memorandum of (i) “yes” for each Sample Loan with an original term (as set forth on the SBA Authorization) of 180 months or greater and (ii) “n/a” for each Sample Loan with an original term (as set forth on the SBA Authorization) of less than 180 months;

a “primary collateral type” on the Credit Memorandum of  (i) “10” or “60” for each Sample Loan with an original term (as set forth on the SBA Authorization) of 180 months or greater and (ii) “20” or “50” for each Sample Loan with an original term (as set forth on the SBA Authorization) of less than 180 months; and

the Credit Memorandum indicated either (i) an individual as a “personal guarantor” or (ii) the borrowing entity as a “sole proprietor.”

The small business loan documents described above 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 “Loan 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 Loan 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 Loan Documents. In addition, we make no representations as to whether the Loan Documents are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Loans.

Agreed-Upon Procedures’ Findings

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

 
******
 
We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the small business loans underlying the Statistical Loan File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the small business loans 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 occurring 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 a 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

December 5, 2019
















Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated December 5, 2019.

In applying our agreed-upon procedures as outlined above, we were instructed by the Company to not perform any recomputations with respect to Characteristics 46. and 47. for the following Sample Loans:

11015
11028
11026
11031
11029
11042
11051
11054
11046
11066
11065
11071
11077
11085
11086

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 December 5, 2019.

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

Exception Description Number
 
 
Exception Description
1
Two differences for maturity date.
2
One difference for max FICO.
3
One difference for mean FICO.
4
One difference for lien position – account receivables & inventory.
5
One difference for risk rating.
6
One difference for SIC.
7
One difference for all collateral sum value.
8
One difference for at origination market loan-to-value ratio.
9
One difference for current - market loan-to-value ratio.
10
One instance where we were unable to verify the primary collateral type on the Credit Memorandum.

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 December 5, 2019

Supplemental Information Related to the Findings Set Forth on Appendix B

Exception Description Number
 
Sample Loan number
 
 
 
Characteristic
 
Characteristic set forth on the Statistical Loan File
 
Characteristic set forth on or derived from the Loan Documents
         
1
11174
Maturity Date
6/28/2044
2/28/2044
1
11197
Maturity Date
4/16/2029
4/18/2029
2
11190
Max FICO
688
668
3
11190
Mean FICO
688
668
4
11183
Lien position – account receivables & inventory
0
1st UCC
5
11194
Risk Rating
3
4
6
11226
SIC
3724
3728
7
11194
All Collateral Sum Value
$3,063,557.00
$3,400,590.00
8
11194
At origination market loan-to-value ratio
28.75%
25.00%
9
11194
Current - market loan-to-value ratio
27.05%
24.37%

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 D to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated December 5, 2019

Supplemental Information Related to the Findings Set Forth on Appendix B

Exception Description Number
Sample Loan number
Item not verified
     
10
11000
primary collateral type on the Credit Memorandum

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.