EX-99.1 2 d739789dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO   

Deloitte & Touche LLP

Suite 301

Harborside Plaza 10

Jersey City, NJ 07311

USA

 

Tel:  +1 212 937 8200

Fax:  +1 212 937 8298

www.deloitte.com

Arivo Acceptance, LLC

4770 South 5600 West

West Valley City, Utah 84118

Independent Accountants’ Report

on Applying Agreed-Upon Procedures

We have performed the procedures described below, related to certain information with respect to a portfolio of automobile receivables in connection with the proposed offering of Arivo Acceptance Auto Loan Receivables Trust 2024-1, Automobile Receivables-Backed Notes, Series 2024-1. Arivo Acceptance, LLC (the “Company”) is responsible for the information provided to us, including the information set forth in the Statistical Data File (as defined herein).

The Company has agreed to the procedures and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the accuracy of certain information set forth in the Statistical Data File. Additionally, J.P. Morgan Securities LLC (together with the Company, the “Specified Parties”) has agreed to the procedures and acknowledged that the procedures performed are appropriate for their purposes. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. Consequently, we make no representations regarding the appropriateness 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 January 17, 2024, representatives of the Company provided us with a computer-generated automobile receivable data file and related record layout containing data, as represented to us by the Company, as of December 31, 2023, with respect to 5,183 automobile receivables (the “Statistical Data File”). At the Company’s instruction, we randomly selected 150 automobile receivables from the Statistical Data File (the “Sample Receivables”) and performed certain comparisons for each of the Sample Receivables relating to the automobile loan characteristics (the “Characteristics”) set forth on the Statistical Data File and indicated below.

Characteristics

1. Vehicle identification number (“VIN”)

2. Origination date

3. Original amount financed

4. Original term to maturity

5. Original annual percentage rate (“APR”)

6. Vehicle make

 

 7.  Vehicle model

 8.  Vehicle model year

 9.  Original monthly P&I payment

 10. Model type (new/used)

 11. Borrower state

 12. FICO score

We compared Characteristics 1. through 10. to the corresponding information set forth on the Installment Sales Contract or the Revised Truth-in-Lending Disclosure Statement (collectively, the “Contract”) and to the Company’s loan servicing system (the “Servicing System”). With respect to Characteristic 10., for Sample Receivables where the model type as set forth on the Statistical Data File did not agree to the


Servicing System, we were instructed, by representatives of the Company, that the model type is determined to be (i) “Used,” if (a) the “odometer reading” indicated on the Servicing System was greater than 5,000 miles or (b) the origination date, indicated on the Servicing System, was after March 31st of the year after the vehicle model year indicated on the Servicing System and the odometer reading, indicated on the Servicing System, was less than or equal to 5,000 miles, or (ii) “New,” if the odometer reading indicated on the Servicing System was less than or equal to 5,000 miles and the origination date, indicated on the Servicing System, was prior to March 31st of the year after the vehicle model year.

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

Further, we compared Characteristic 1. to the Title Certificate or Application for Title (collectively, the “Title Certificate”).

In addition to the procedures described above, for each of the Sample Receivables, we observed 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 or an Application for Financing (collectively, the “Application”);

 

   

a Credit Bureau Report for the borrower and co-borrower (if applicable) (as set forth on the Servicing System);

 

   

a Truth-in-Lending Disclosure Statement or Revised Truth-in-Lending Disclosure Statement; and

 

   

the Agreement to Provide Insurance or other related correspondence (collectively, the “Agreement to Provide Insurance”) for Sample Receivables that were not indicated as a “refinance,” as set forth on the Servicing System.

The automobile loan documents described above, including any information obtained from the indicated system, 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 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 Loan Documents, except as indicated in Appendix A. Supplemental information is contained in 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.

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 (“AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. 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 engagement conducted in accordance with attestation standards established by the AICPA, the objective of which would be the expression of an opinion or conclusion, respectively, on the Statistical Data File. 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.

We are required to be independent of the Company and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

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

February 21, 2024


Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated February 21, 2024.

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

 

   

Exception 

Description 

Number 

  Exception Description  
   
1   Two differences for origination date.  
   
2   Four instances where we were unable to ascertain the FICO Score.  

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 February 21, 2024.

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 or

derived from the Servicing

System

1    1301352    Origination date    12/3/2022    11/28/2022

Exception

Description

Number

  

Sample

Receivable

Number

   Characteristic   

Characteristic set forth on the

Statistical Data File

  

Characteristic set forth on or

derived from the Contract

1    1400139    Origination date    4/25/2023    4/24/2023

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 February 21, 2024.

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 items for the related Sample Receivables:

 

Exception

Description

Number

  

Sample

Receivable

Number

   Item not verified
2    1194534    FICO Score
2    1333048    FICO Score
2    1301352    FICO Score
2    1311554    FICO Score

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.