Full text
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22 Page 1 of 108
ay
STATE OF GEORGIA
) Case No. 1:22-CV-2297
)} (Related Case No.
RAISSA DJUISSI KENGNE, ) 1:22-CV-2297-SEG)
Applicant, ) (Related Case No.
) 1:22-CV-2263)
v. )
ID.ME, INC. )
COGENCY GLOBAL INC, )
250 BROWNS HILL CT, )
MIDLOTHIAN, VA, 23114-9510, USA )
)
Respondent. )
EXHIBIT 1B
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 2 of 108
EXHIBIT 1B
(N THE SUPERIOR COURT OF FULTON COUNTY
STATE OF GEORGIA
Fulton County Superior Court
“EFILED***QW
Date: 5/25/2022 2:30 PM
Cathelene Robinson, Clerk
BASSANI. EENOIE |. ao ag evaysaly
Defendant
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 3 of 108
EXHIBIT 1
!
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 4of 108
ATTACHMENT TO PI-AINTIFF’S ORIGINAL COMPLAINT
EXCERPTS FROM THE 2019 AND 2020 INTERFACE 10K REPORTS
Source: https://sec.report(C1K/0000715787
Exhibit 1 - Reference 245: Page 66 of 407
245, Under §404(a) of the SOX Act, Interface is required to annually report on Interface’s own
assessment of the effectiveness of Interface’s controls.
Year 2019
{ eof 7, . :
©) compares Documents Forms Alerts , : ‘ : internat controls over financ nc |
,
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meee se ~ Ae ae eae Rp mai es rn eee oe
TS WITH ACCOUNTANTS ON ACC COUNTING AND FINANC TAL
een prea yee
| ITEM 9. cH ANGES IN AND DISAGREEMEN
| DISCLOSURE
Not applicable, ITEM 9A, CONTROLS AND PROCEDURES
} Diselasure Comrols and Procedures. As of the end of the period covered:by this Anntial Report on Farm 10-K, au evaluation
1) was perfonned under Ute supervision aud with the participation of our management, ine luding our principal executive officer
and our principal financial officer, of the eNectiveness of the design and operation ot our distlosure controls and procedures as
* defined in Rule 13a-1 Ste) under the Securities Exchange Act of 1934, pursuant to Rule t3a-14(e) under the Act, Based on that
* evaluation, our principal executive officer and our-principal financial oifiess concluded that our disclosure controls:and
" procedures were effective as of the end of the period covered by this Annual Report. Changes in buernal Control over
Financial Reporting. There were no chauges in our internal coatrot over financial reporting that occurred during our last fiscal
' quarter that have materially affected, or ave reasonably likely to materially affect, our itecnnl contro} over Sinancial
' { reporting. Afanagement s Annual Report on Internal Cantrol over Financial Reporting. The management of the Company is
i 1Sd-15() promulgated under the Securities Exchange Act of 1934; Because of its inherent limitations, internal control over
| responsible for establishing and maintaining adequate internal control ever financial reporting as defined in Rute W3a-{5() or
‘
i ;
t financial reporting may ‘not prevent of detect misstatements. Therefore, even those systems determined to be effective can
' provide only reasonable assurance wilh respeet to financial statement preparation and presentation, Our management assessed ‘
* the erTectiveness of our r internal control aver Gnancial reporting as of December 29, 2019 based on the criteria set forth by the
exeeet SE alyan Teweredrarmee Levee ALO nevenel Vest enentarl Penersaetrrls
wae FEENEY Bes thy
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Fatms “Alerts | internal controls over finance p* ).
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Documents
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Provide ony Feisoanbi’ astieande'wun Jesper lo" tinaticsl StatTijent preparuon and presentation, Gur manayinient asséssea “
| the effectiveness of our internal control over finanvial reporting as of December 29. 2019 brised on the eriteria set forth by the
, Committes of Sponsoring Organizations of the Treadway. Canmission (COSO) in “PnteraalCoutal — Integrated Framework
(2013). Bused on thavassessnient, management concluded that, as of December 29. 2019, que internal control over financial
reporting was effective based on those criteria. Our independent auditors linve issued an audit report on the effectiveness of our:
internal control ever financial reporting. This repart immediately preeeies Item 9 of this Report. ITEM 9B, OTHER
» INFORMATION }
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Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 5 of 108
Report wf Lodepeudent Registered Public Accounting Firm
Shareholders and Board.of Directors
Interface, Inc, and Subsidiaries
Ailanta, Georgia ‘ . b
Opinton ou Interval Cuntral aver Fiaancinl Reporting '
'
We have audited Interface. luc, and Subsidiaries” (the “Coipany’s’) internal contra! over financial reporting as of December 29, 2019, based on criteria
established in facrnal Cont! ~ Integrated Framework (2013) issucd by the Cormittee of Sponsuring Organizations of Ue Treadway Conunission (the,
“COSO criteria"). In aur opinion, the Company miiutsined, in alt :naterial respects, elective internal control over finaiciat reporting as of December 29, 2019,
basedon the COSO celterin { '
We also have audited, in accordance with the standards of the Public Company Accoonting Oversight Board (United Stites) PCAOB"), the consolidated
balance sheets of the Company as of December 29, 2019 and December 30, 2008. the related tidated statements af apensions. comprehensive ingame,
and cash‘Nows'far each of the three years hirihe periad ended December 29, 2019, and the related notes ond schedules and our report dated February 26, 2020
Sxpressed an unqualified opinion thereon,
;
Basis for Opinion !
The Company's management, is respontible for maintaining effective intemal control ever financial wpurting and for its assessment of the effectivencss af
internal control aver financiat reporting. included In the accompanying hein 9A, Matugement’s Report oo Intemal Controt over Financial Reporting. Our
responsibility i is lo express an opinion an the Company" 5 Internal canttal o over financial reporting based on our audil, We area public accounting firm registered
Hasis.for Opinion
'
The Company's nranagement is responsible for maimaining effective imenval contra over financial reporting and for ils assessmsent-of the effectiveness of
internal canteat, over Bnancial reporting, included ib Ue accompanying ten 9A. Management's: Report on Intemal Control over Financial Reporting, One,
ility ix to expreay un-opinion on the Company's intemal control aver financial reporting based.on our audit, We are a public accounting din registered
with the POAQH and are cequired 10 be Independent with-cespect to the Company in uccordance with U.S, federal secuiities laws oud the applicable:nites and
regutalions ofthe Securilies and Exehange-Commission andthe PCAOS, ,
'
We cnadneted our audit of intecnal contro! over financivh repontiag in siccordance with the suindards of ihe PCAOB, Tbase standards require Utat we plao and
perfonn the aud t-obtain seasonable.assurance about whether effective interaal conical overlivancial reponing wis maintained in all Inaterial respevas, Chir
audit included obtaining ad uaderstanding af intemsl control over financisl reporting, assessing tie risk that a material weakness exists. and testing aud
evaluating the desipn:and operation effectiveness of intemal contral biased on the assessed risk, Qur audit also included performing such other Procedures as we
consid y in the-cires res. We believe shas oucaudit provides a reasvaable basis for our Spinion. ‘|
Definition and Linsitations of tuternol Coatrul over Fieancial Reporting |
A company’s. iiittmal voniml aver financial reporting is a process: designed lo provide reasonable. nssvirance regiing the reliability at financial reporting and
the preparation of financial statements for external pugpases in accardance with generally accepted accounting! ‘principfes, A company’s jaternal conto) over‘
finyncial reporting, includes those policies: aiul procedures that (1) pertain w'the mamtenance of records that, in: ‘reasonable deiail. avcunitely and foidyrelteet
ihe transactions anti dispositions of the assuls- of she company: (2) provide reasonable assorance that Irinsactions ate recneded as neeessary fo perinit
Preparation of firiancial stateinents in accordance with generdily aceepted necoumting prinvigtes, and thai r pts dad expendinires of the company are being
made only in accononce with authorizmions of managenieal and directors of the eampany:. and (3) provide feasunable assurance segarding. prevention of |
timely detection of unauthorized acquisition, use, oF dispasidion of the company’s asscts that could have a qatgrial eect on the Roancial scuements,
Reraies afte Tahweuis Hisitationy Gdenal mantra antic Byard meenrilqe ennst ant crascannt ee sbaberr noi vd lon agrestis i ot ame
sentee ng ERR R ene om LEE ON oue mT ORE RH RERE HE Some mh RRP Cet hd We FEE FE ng Oty penne SPAS a mene Gomme ey seme
Becsntse of itssinkerent linjitalions, § 1 control over tinuncial reporting may nat preventar derett missialements. Also. projectians-of any evaluation of
effectiveness ta future periods are.subdject to the risk iat Controls may become inadequate becmuse Of chonges i contitions, o¢ that dhe-degree of compliance
with the policies or procedures may deerinmty, |
is! BDO USA, LLP
Atlanta, Georgia
February 26, 2020
Year 2020
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 6 of 108
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| FINANCIAL DISCLOSURE t
+? | Nat applicable, ITEM 9A. CONTROLS AND PROCEDURES |
ft Disclosure Controls and Procedures, As of the end of te period covered by thix Armual Repoil on Fon 10-K, an evaluation was |
performed under the supervision and with the participation of our management, including otr'principal executive officer and our
. 7 principal financial officer, of the effectiveness of the design and-operation of our disclosure céntvols and procedures as defined in
| Rule 13a-15(¢) under the Securities Exchange Act of 1934, pursuant ta Rule [3a+l4(c) under the Act. Baseil on that evaluation, \
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7
* oue principal executive oiTicer and aue principal financial aflicer concluded that aur disclosure controls sud ‘procedures were
!
' effective as of the end of the. period covered by this Annual Report. Changes int furcrnal Control over Financial Reporting, There
4
| svete no changes in our internal control over fianncial reporting that oecurred during our last fiscal quarter that have uvaterially
| alfected, or are reasonably likely 10 materially affect, our internal contra) over financial Teporling. Manageaem 's Amal Report
on Internal Conte! over Financtel Reporting. The management of te Company is respxmnsible for establishing and maintaining
adequate internal conuol over Jinaneial reporting as detitied in Rufe 13a-15(1) or 150-15( prounulgated under the Securities
! Exehange Act of 1934. Because of its inhercal limitations, internal control over financial reporting may nol prevent or detect
| misstatements, Therefore, even those systemy determined to be effective can provide only reasonable assurance with pespect'lo |
financial statement preparation and preseatalian, Que management assessed the eff teliventss ‘af our futertal control over traivial
} reposting as of January 3, 2021 based ou the criteris set forth by the Conimittee of Sponsoring Organizations of the Treadway
Commission (COSQ) in “Internal Control — Integrated Framework (201 3)." Based op that assessment, management concluded
te heey ew ener
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lange AT ‘at “tsa. pesaaee ‘of ite futstant aannitions: ifiarial Sat Wer “fain reporting Tay Noi prev ‘ei oF Paster t
i misstnicments, Therefore, even thase systems determined tv be efeetive can provide only ce reasonable assurance will’ respect to .
1} Gnaneialstotenient préparation.and presentition. Ons inanagement assessed the effectiveness: of our internal control over fuanci:l
; { Feporting as of January 3, 2021 based on the criteria set forth by the Committee of Sponsoring: {Organizations of Ihe Treadway
i * Conintission (COSO) in “Internal Contra! — Infegrated Framework (2013)." Based on thal assessment. management concluded +
:, “t that, as of January-3, 2021, our interual contral over Hinancial reporting was elfective based on those eriterin. Our independent '
. tanditors have issued svaudit separt on tle effectiveness of our intemal conteal over financial reporting. ‘This report immediately
; ! : precedes Item 9 of this. Report. [TEM 98. OTHER INFORALATION :
i,None
Report of Independent Regisiered Public Accounting Kirn
Sharehokters aud Duard of Direvtors
Ing. ond ies
Adanra, Geompia
1
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'Optulor on Interval Control over Flnavejal Reporting
We lave audit Interface, Ine. and Subsidiaries’ (ite * pany's”) intemal contral aver Cnancial reporting aa uf January 3, 202f. based on criteria
evtablished! in Invimal Conto! ~ Ritegrited Frimework ois issued hy the Committee of Sponsoring Ong: mizaivas of the Trendwuy Conumissinn (the
“COSO criteria"). In our opinion. the Coinprny owiniainel, in all aratesial cespects, elfeetive intent contrat over finaueial reponing as of January 3, 2021,
based on the COSO eriterin. ,
We also have audited, in accortance with the standards of the Public Company Accounting Overnight Board? (United States) (-PCAOB"), the consaliduted.
balance shevis of the Cumpany as of Jannary 3. 2021 and December 29, 2019, the related consalidated statements of operations, courprehensive.ineeme (toys),
and wash Rows far each of the three years in the period ended January 3. 2021, and the celated notes and schedule ond cur report dated March 3, 2021
expressed an wuqualified apiuion thereon. ,
Dasls for Opinion ‘
The Company's genient is responsibly fer ne effective intemal control ov er firtanesal reporting] and for its assessincut of the cllcetiveness of
internal contro! ever financial reporting, inelnded in the acccanpanying Item 9A, Managcinent’s Ananal Report 20 Internal Conteol over Financial Reporting.
Our cesponsibility is to express cu opinion of the Company's interval control over liangial repening based on our audit, We ore a public accounting firm
registered with the PCAQH and are required to be independent with vespect lo the Company au accadance with U.S. federal securities laws and the appticable
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 7 of 108
Dasis for Opinion
The Company’s orsuagement is responsible Jor maintaining effective intend ecorrol over financial reporting aad lor its assessntent of the effectiveness of
internal contral over financial reporting. ineludyd ia the aveompanying flem GA, Management's Annual Report on ienat Conrol over Financial Repariing.
Qur cesponsibilily is WW express an apinian on the Coinpany’s intecadl cantrel over Unangial reporting bused,on ous audit, We are a public uccounting fine
registers with the PCAQD and sre required ta be independent with respect fo the Company in accordance with U.S. dederal secwrities laws and the applicable
iutes and regulations of the Securities aud Exchange Commission and the PCAGH,
We conducted ‘our audit of internal contro) over finaneial reporting in accoccdinee with thy standucds of the PCAQB, Those standards eequice that we plan and
perfonn the audit to obtain reasonable agstinuice about whether uifcetive intemal control over Gnancil reparting was ngintained in oll inoteriad respects. Orr
audit in¢luded obtaining an understanding of interuol contol over financial reporting, assessing the risk th: a uvalerial weakness exists, and testlag aud
evaluating the design and operating etkectiveness of sternal control based on the assessed risk. Our audit also included performing such other procedures as we
considered novessary in ihe cireunistances. We believe thar our audil provides a reasonable basis lor our opinion.
Deflultion nud Limitations of Internal Control over.Finguclal Reporting
A company’s internal contra) over financial reporting is 4 process designed ww provide reasonable assurance regarding the reliability of linanciat repacting and
the preparation of financial statements for extensal puepases in aceordince with generally accepted accounting principles, A canpany’s internal contol over
financial ceporting inchides those policies ars) procedures that (1) pertain te the maintesance af records (hat. in reasonable desail, accurately and fairly reflect
the trausuctions and dispositions of the assels of Ute campany: (21 provide reasonable assignee tht transactions sre recorded ay nyeessary lo pennit
preparation of financial statements in necardance generally accepted avcounting psinviples. and thal receipts and expenditures af the company are being
tnade anly in accerdunce with authorizations of management and directors of the coinpony: and (3) provide reasonable assunurce vegariing preventivg or
timely derectinn of unauthorized acquisition, use, or disposition of the cumpany’s assets that could hove a material effect on the financial statements,
Reenise.of its inbersot Tiniations. intemal canna aver Gnaneial reporting mavonol preven or detect misstatements Also. nraitetions nf any evolution af
“yaiRY aeuicuidii Of UNaURlidrrzed hequisiiod, Use, OF Laspasiuon OL Lig company’s assets Nal ould Wave aimatenat elteet on the Laancial stateitents.
Because af its inherent Umitations, iptecaal control ever liaancial repuiting tay aut prevent or detect missiitements, Alss, projections of any evaluation af
effecliveness.to fature periods are subject to ihe sisk tet coutrots inay become inadequate becnuse of changes in conditions. or that the depree of cumptianee
wilh the policies or procedures may deteriorate.
4 BDO USA, LL
Atlanta, Georgia:
March 3,202]
Exhibit 1 - Reference 247; Page 67 of 407
247. Under §302 of the SOX Act, Interface’s corporate officers must (among other things) accept
responsibility (as evidenced by individual signatures) for the content of Interface’s annual
§404(a) report. The CEO and CFO must personally certify the content of the reports filed with
the SEC and the procedures established by the issucr to report disclosures and prepare financial
statements. ‘
Year 2019
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 8 of 108
SIGNATURES
Pursuant-lo the eequirements of Section 13 of t3(d) of the Secucities.Hachange Act of 1934, the reyistrant lias duly caused this Repart wa be sigued on its
bebnif by the undersigned; thereunto duly authorized,
Dated February 26, 2020 INTERFACE, INC. |
By: StDANIEL T UENDRIS :
Daniel 1, Mendrix :
President and Chief Executive Officer
|
TOWER OF ATTORAEY '
|
KNOW ALL PERSONS RY THESE PRESENTS, that cach persen whose signature appears below constitures and appeiats Daniel T, Hendrix as attorney
iu-taet. With power of substitution, for him or her in any and all capacities. to sign any amendments to this Report on Form LO-K, avd to file the same, with
exhibjtsthensta, and other ducuments in connection therewith, with the Scourilics and Exchange Commission: bemby ratitying and confirming all that said
atlomey-in-ducl may do of cause to be dose by virtue hereor, |
i
Pursuats to the cequirenients of the Securities Exchange Act of (934, this Report has been signed below by the folfowing persons on behalf of the
registrant and i the capneitics and on the dates indicated, a
Siguature Capaclly 1 Date
4 DANIEL T. HENDRIX Presidem, Chief Executive OMicer and Chairman of the February 26, 202¢
Board and Direstor
Daniel T. Hendrix
ésf BDRUCE-A. HAUSMANN Vice President and Chief Financial Olficer i February 26, 2020
Brice A, Hausman (Principal Financial OfGcer) :
'
é# JOHN 2. BURKE Director February 26, 2020
John P. Burke ‘ .
|
fst ANDREW B. COGAN Direetor | February 26, 2020
Andrew. 8. Copan
és? DWIGHT GIBSON . Director ' February 26, 2020
Dwight Gibson
Dicector | February 26, 2020
Jay P, Gould '
'
és CHRISTOPHER G. KENNEDY, Director { February 26, 2020
{
t
é/ CHRISTOPHER G. KENNEDY Director February 26, 2020
Christopher G. Kennedy , !
{
ésf JOSEPH KEQUGH. Director | February 26. 2020
Joseph Réough
|
és CATHERINE M. KILBANE Dircetor i February 26, 2020 “
Caherine M, Kilbane : :
i
Af DAVID KOHLER tHreetor Februacy 26, 2020
K, David Koller
és/ JAMES B. MILLER, IR. Diretor February 26. 2020
James B, Miller, Je.
i SHERYL 1D. PALMER Direcwr February 26, 2020
Sheryl D. Palin
Ww? !
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 9 of 108
2019 Certification of Chief Executive Officer with respect to the Company’s Annual Report on
Form 10-K for the fiscal year ended Decembet 29, 2019,
Exnibit 31.1"
CERTIFICATION
. & Dao Headrix, certify that:
2.
3
Date: February:26. 2020
[have reviowed tis sanuul report on Form 10K of Interfase, Inc: 7 4
Based un.uny knowledge, this: report does.not contain any untinie statement oft maniial fact or april lo state a uaterial fel nécessacy to make the
slalemenls made, in light of the circunistanees under which stich statements were made,.nut misleudiog wii regpeel to the period cavered by'this report;
Based on my-knowledee, the financial s vats, and cuber di ial inforaaion Included inahis repant, fairly present in all Material respeets the financial
conditian, results of operations and.cash-fows of the registrantas of, and far, the perinds presented in this reports
“The registrant’s other certilying officer and I are sespansible for establishing and maintaining djscl ntrots and praceduyes (ys defined in Exchange
Act Rules 13a-15(¢) and 1$4-25(¢)) and internal control over financial reporting (as defined in Exchange Act Rules. 13a-15( 0 and 1Sd-15(6) tor die
registrant-and have: !
I
(a) Desig 1 such ¢ lisetos ls aud pmeedures, ar caused such disclosure conuols and procedures to be designed tender our supervision, to ensure
tharmiateriali ion relating.ta the regi including its consolidated subsidiaries: is niaile kauwa 10 us by others williin dose eniitics,
pauticularly Marine the period in which this repost is being prepared;
(b) Designed such intent control over Mitancial reporting, or. caused such ioteraal control over Hnancial roparting 1 be desigaed under our supervision,
lo provide bl regarding the reLability of financial reporting and Ibe preparation ef foancial statements for external puspases in
accemlince with generally acvepted aeeounting principles;
(o) Evalared the effectiveness of the registrant's disclosure voutrols and procedures and presented:in (his report cor cauclasions about the effectiveness
ot'the.discl controls asdf uy as of the.cuu of the perial covered’ by this report based on such evaluation: and
t
() Disetosed in this report" any: change:i in te registrant’ s interval control over.tinancial reporting tat aceitred ducing the registrant's. most receat fiscal
quarter (ihe registrant's fourth fiscal quarter in the case of amamnual reper) that has inaterially, alfecied. of is reasonably likely lo materially affect, the
regisiraut's imenial control over tinancial repouing: and
1
The registrant's other cenifving officer and I have disclosed, based on.our mast recent evalitation.ofinternal central nver financial separting, Ww the
‘Tepistrant’s auditors ind-the audit committee of the cegistruit’s board of direclurs (or persuns perfornsing the equivalent Aunctions):
:
.
(a3) All signifies aut deliciencies and material weaknesses in the design or operativa al juternal coutro! over financial reporting which are reasonably likely
to ad ty allecttic reyis: ‘s ability Co record, process, sunumarizy aod report Hoancial iwoaneian; aid
qb) Any fraud, whecher or not material, thal involves mau ygentent or other emplayess who have a sivuificant role in the registemit’s interaal cantrol over
finanelal reporing, I
és! Dahiel T. Heidtrix
Daniel T. Henieix
Chief Executive. Oicer 1
2019 Certification of Chief Financial Officer with respect to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 29, 2019.
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 10 of 108
seen enennges ssw cenem eeiicee tne veces vee wee te ree ae EES
CERTIICATION :
‘1, Droce A, Hausmann, certify that
I. Shave reviewed this annual report on Form 10-K of {nteriace, Ine.:
2. Based:on my knowledge, this repost docs notcontain any antrug statement of a material fact ar omil ta state a material fact necessary to make the
statements made, in Liglit of the circumstances under whiehsuch statements were tinue, not mistendiug with respect tu the period covered by this: report:
3. Based'on my-Knowledge,.the fi ish ts, and other (nancial intimation inchtded in uhis report, fairly present int all material respects the financial
condition, results of operations and ensh lows of the cegistrint as of, and for, the.periods presented in this report:
. |
4. The negistrant’s other.certifying officer and L are responsible for establishing and maintaining disclosure Is and procedures (as defined in Exchange
Act Rules [3a-15(¢) and [Sd-f $(e)) and internal contin over-financial ceponing (as defied in Exehanpe Act Rules [3a-15(t) nad 15eb-15(()) tor the
registrant and have: |
i
(a) Designed such disch is and procedures, of caused such disclosure contrely and procedures. lo be desipned under our supervision, to ensure
thas in] jnfannasion relating to. ine fegistraat, ibclussing i its vonsalidated subsidiaries, is made kuow 1 to us by others within those entities,
particularly during the periad in which this report is being prepared: |
(b) Designed'such intemal canteol over Mnancia! reporting, or caused such jitecnal contoy] ovre finaneial Teporting: to be designed undgr our supervision,
to provide reasonable assurance reparding the Jinhility of linanciad reporting, andthe preparation of | for external purposes-in
uccuydance’ with’ Ily secepted ice 4 principles:
(t) Evatuated‘the eicctiveness of the-registrant’s disclosure contruls and-procedures and presented in this report our conclusiuns about the effectiveness
of the disclosure cantrels gd procedures; as of the end of the period covered hy this report based on such-evaluaton; andl
4
(a) Disclosed in this.report any chanve in the cegisteaut’s lmerial control over financial reposting that occurred during the repistzant’s nrost recent fiseal
quarter (the registrant’s-fourh fiseal quanes in the ease ofan annual report) tht has materially allevhed, ur is evasemably likely:to materially affect. the
registrant's internal contrat over financial reporting; und |
|
3. The registrant's other certifying eicer aud 1 have disclosed. based an our most recent evaluation af intenial control over fheaficial reporting. to the
regiswant’s auditors:and the audit commitiee.of the registrant’s board of directors (or pecsous pertorming the equivaleat functions):
u
(a) AU significant deficiencies andsnaterinl weaknesses in the desigo of operatian of inecnal control over finanvinl reporting which are ceasonably likely:
to adversely atlecl the cégincant’s ability io record, process. summarize and repart nancial intonwation; aad
(b}. Any frud, whetheror not. nuaterisl, that iavelves management or other cniployces why have a sigaificant role tn the registraut’s intenntl-control over
financial reponing.
Date: February 26; 2020 H
iy ¢ IST
Benee A. Hausmann
Chief Fivancial OMtcer
2019 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by
Chief Executive Officer with respect to the Company’s Annual Report on Form 10-K for the.
fiscal year ended December 29,. 2019.
EX-32.) 9 ex-321 hun EXHIBIT 32.1 |
i
Exhibh 32.1
13st
L, Daniel T. Hendrix, Chict Exceulive Officer of Jotectace, Inc. (Ihe “Coopany’). certify, pesant to 18 U.S.C. $150 as adopted by § 996 of the Sachanes-
Oxley Act of 202, thar: ! ,
(J) the Annual Report an Foon 10-K of the Company for the year enced December 29, 2019 (he Report") tully plies with the requil af
Section 13(u) of 13(d) of the Securities Exchange Act of 1934: and ‘
(2) the-informarion contained in the Repurt ftiely presents, in aN) material respects, the financial liionuad results of aperations of the Company.
Dated: February 26, 2020
ésf Danie I, Dendrix
Daniel T. Hendrix
Chief Executive Otticer
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 11 of 108
2019 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by
Chief Financial Officer with respect to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 29, 2019.
BX32.2 10 ex-322 ‘him E XHTBIT 32.2 2
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Exhibit 32,2
CERTIFICATION PURSUAN CVO J8 U.S.C, SECTION 135
1, Bruce A, Hausmann, Chicf Finanvial Olicer of Interface, Ine. (the “Company”), cenily, pursuant tw 18 U.S.C. ¢ 1350 as adopted hy § 996 of the Sarbones-
Osley Act of 2002, that:
(1) the Animal Report on Form 10-K of the Company fer the year ended December 29, 2014 (the “Keport™) tully complies wath the requirements of
Section 13(a) of 15(d) of the Sycuritics Exchange Act of 1934; and
Q) the infonnatian contained in the Report taisly presents. ta all ornterisl respeets, the fiaangia) condition and results of operations of the Company.
Dated: February 26, 2020
Bruce 4. Hausmann
Chief Financiat Officer
Year 2020
“ * . . atts amet tee tte twtey Memes cet
IS « Cotnpaniés Documents “Forms. Alerts . |" SIGNATURE |
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i Table aemennslGNATURES Pursuant to the requirements of Section 13 or 13¢d) of the Securities Exchange Act of 1934, the ;
! registrant.lias duly caused this Report to be signed on its behalf by the undersigned, thereunto, duty authorized,
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i Date: March 3, 2021 INTERFACE, INC, |
By: és! DANIEL T. HENDRIX t
Daniel T. Hendrix
President and Chief Executive Officer \
{ POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, thal each person whose signature appears below :
constitwles and appoints Daniel T. Hendrix as attomeysin-fact, with power of substitution, for his or ler in any and all capacities,
; to sign any amendments to this Report.an Form 10-K, and to file the sane, with exhibits thereto, and other documents in
+ connection therewith, with the Securities and Exchange Commission, hereby ratifying and coinfirming all dhat said attorney-in- fact
, i may do or cause to be done by virmie hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has Pe
t been signed below by the following persoas on behalf ef the registrant and jn the cnpacities and on the dates indivated. | 13
2020 Certification of Chief Executive Officer with respect to the Company’s Annual Report on
Form 10-K for the fiscal year ended January 3, 2021.
{
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Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 12 of 108
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Tickers TILE
Exhibit 31.1
CERTIFICATION .
te I, Daniel T, Hendrix, certify that: I L -
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1, Phave reviewed this anoual reporl va Form 10-K of Loterface. Inc.; 1
2. Based on my knowledge, this report does not contain any untrue statement ofa material fact or omit to state a material
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fact necessary to.make the statenients made, in light of the circumstances under whieh such statements were made, not nisleading
4 With respect ta the period covered by this repart;
3. Based on my knowledge, the financial statements, and ather financiil mfonnation ingluded i in this ceport, fairly presentin = i
we gee
,
all material respects.the financial condition, results of operations and cash flows of the cegistant as-of, and for. the periods ‘
1', | presented in this report; ‘
11
4. The registrant's other certifying officer and} are resp for establishing and inaintaining disclosure controls and yo:
et procedures (as detined in Exchange Act Rules 13a-LS(e) and 1 $d-15{c}) and internal contro! over financial reporting (as definedin
‘| Exehange'Act Rules [3a-145().and 1Sd-15()) for the registrant and have: ' ‘
(a) Designed such disclosure controls and procedures, ar caused such disclosure controls and procedures to be designed te —
‘| under our supervision. to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made re
) known:to us by others within dhoseentities, particularly during the period in which this reportiis being prepared; Bh?
liahiliny of Geannial renarting angel the nrenamtinn cn. at
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efectivencss of tho disclosure controls and procedures, asdf the end of the period covered bytthis repart based on such .
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‘ occtured during the registrant's most recent fiscal quarter (the registrant's fourth fiseal quarter in the ease af an annval report) that
+ has materially affected. or is reasenably likely to materially atlect, the:regisirnt’s internal control over financial reporting: and ,
J 5. The registrant's other certifying officer and T have disclased, based on our most recent evaluation of internal contra! over :
* ¢ financial reporting. to the tegistrant’s auditors and the audit commitiee of the registrant's hoard of directors (pr persons pecforming
2 the equivalent fuoctions): ! of
(a) All significant deficiencies and material weaknesses in the design or aperation of intemal conuul over Himaneial
! reporting which are reasondbly Jikely to-adversely affevt the registrant's ability to record, process, suramarize and-report Gnanciat rh
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information; and (b) Any frand, whether or aut material, that involves management or other employecs who'lmvea TEP. m
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Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22
Page 13 of 108
2020 Certification of Chief Financial Officer with respect to thc Company’s Annual Report on
Form 10-K. for the fiscal year ended January 3, 2021.
oe Coinparies. Documents. Forms - Alerts
a?
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1 Exhibit 31.2
; CERTIFICATION
; L Bruce A, Hausmann, certify that
| 1. Thave reviewed this annual report on Form 10-K of Interface, Ine.
i 2, Based on my knowledge, this report does not comain any untrue statement of a niaterial fact or omit to state a material =
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with respect to the period covered by this report;
3. Based on my knowledge, the Gnancial statements, ant other financial information included in this report, fairly present int ;
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all material respects the financial condition. results of operations‘and cash flows of the registrant as of, anc for. the periods
t presented in this repost:
4. The registrant's other certifying officer and | are responsible for establishing. and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules {3a-[5(e) and { Sd-15{e)) and internal contro! over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and (5d-15(f)) for the registran! and have:
(a) Designed such disclosure controls and proceduses, os caused such disclosure cotitrols and procedures (0 be designed 1
known to us by others within those entities, particularly during the period in which this report ‘is being prepared:
(b) Designed such intemal control over financial reposting, or caused sueh internal control over financial reparting to be *
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under our supervision, to ensure that material information relating to the registrant, inchiding its consolidated subsidiaries, is made ae
leanartinn aod the wranavalinn *
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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of tinancial reporting and the preparation
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‘ dhe efectivencss of the vegistrant’s disclosure controls and procedures and presented in this report our conclusions about the
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(d) Disclosed in this repert any change in the registrant's interaal control over financial reporting that
oceurced during the registrant’s most recent fiseal quarter (the registrant's fourth fiscal quarter in the case of an aanual report) tbat
. has materially affected. or is reasonably likely to materially alleet. the regisirant's internal cansrel over financial reporting; and
s 3. The registrant’s other certifying oftiver aud I have disclosed, based on aur must recent evaluation of intemal control over
' ; Ginancial reporting. to the registrant's auditurs an the audit committee of the registrant's board of directors (or persons performing
the equivalent functions):
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reporting Which are reasonably likely 10 adversely affect the registeant’s ability to record. process, summarize and repon financial } 4
| (a) All significant deficiencies.and inaterial weaknesses in the design or operation of interval control over financial
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. Significant role in the registrant's intenial contro! over financial ceposting,
Date:Mareh-3, 202)
(b) Any fraud. whether o7 not material, [hat involves management or other employees who have a
Case 1:22-cv-02237-SEG Document 5-2’ Filed 07/05/22 Page 14 of 108
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' {a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial |
| reporting which are reasonably likely to adversely aftect the registrant’s ability to record, process, siunmarize and report tinancial
i information: and (b) Any fraud. whether or not material, that involves management ¢ of other employees who have a \
Significant role in the reyisteant ‘s-internal contro! over financial reporting. :
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' Date:Mareti 3, 2021
/si Brice A. Hausmann
Bnuce A, Hausmann
Chief Financial Officer
2020 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by
Chief Executive Officer with respect to the Company’s Annual Report on Forn 10-K forthe
fiscal year ended January 3, 2021.
Comeries (Déeumehts ‘Forms Alerts.
? C : ‘i SUA? : SEC A §i
"1, Daniel T, Hendrix. Chief Executive Officer of [uterface, Inc. (the “Company"). certify. pursuantio 18 U.S.C. § 1350 as adopted ‘
* by § 906 of the Sarbanes-Oxley Act of 2002. that:
(J) the Annual Report on Form 10-K of the Company for ihe year ended January.3, 2021 (he “Report”) fully
’ complies with the requirements of Section |3(a) or 15{d) of the Securities Exchange Act of 1934: and (2) the
information contained in the Repart fairly presents. in atl material respects. the financial condition and results‘of aperations of the.
Company. . H
Date:March 3, 2021
és? Daniel T. Hendrix
Daniel T, Hendrix
1
Chief Executive Officer Py Bi
1
2020 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by
Chief Financial Officer with respect to the Company’s Annual Report on Form 10-K for the
fiscal year ended January 3, 2021.
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 15 of 108
‘© Companies Documents Forms” Alerts _ oa | Ticker TILE Ly ‘|
©, Exhibit 32.2 , ;
i¢ : TTO 18 U.S.C. SECTION 1350
«1, Bruce A. Hausmann, Chief Financial Officer of Interface, Inc. (the "Compauy"), certify ptizsuant to 18 U.S.C. § 1350 as '
adopted by § 906 of the Sarbanes-Oxley Act of 2002. that: | i
| (1) the Annual Report on Forn 10-K of the Company for the year ended. Janu: i 3. 202) (the “Report”) fully |
: { complies with the requirements of Section }3(a)-or 14(d) of the Securities Exchange Act of 1934: and (2) the
, information contained in the Report fairly presents, ia all materia! respects. the: financial condition and results of operations of the
| Company. i
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Date:March 3, 2021 '
; ts/ Bruce A, Hausmaun ' i
t
i Brice A. Hausmann ' ‘ f
F Chief Financial Officer te
| fad
Exhibit 1 - Reference 252: Page 69 of 407.
252. The objectives of the auditor, and therefore BDO USA, LLP in an audit
of ICFR are ta: :
(1) obtain reasonable assurance about whether material weaknesscs exist as of the date specified
in management's assessment about the effectiveness of ICFR (as of date) and
(2) express an opinion on the effectiveness of ICFR in a written report, and communicate with
" management and those charged with governance, based on the auditor's findings
Year 2019
Case 1:22-cv-02237-SEG Document 5-2
Report of Independent Registered Publle Accounting Firm
Shareholders and Board of Directors
Interiace, Inc. and’ Subsidiarics
Adauta, Georgia
Opluion on the Consolidated Flaancls Sintements
Filed 07/05/22 Page 16 of 108
We have audiled the accompanying consolidated balance.sheets of Interface, Inc. and Subsidiaries (ibe “Company") aa of December 29. 2019.and December
30.2018, the related consolidated statements uf operiions. comprehensive incune, wel cash Cows for cachiof the three year in the period ended Devember
29,.2019, and the rvfaied notes arul financial statement schedule listed in the accompanying index (collectively referred to as ihe “consolidated financial
statements"). In our opinion, the consolidated financial stalements present thirty, ia al) material respects, the financial position of the Company at Decemhes
29, 2019 and December 30, 2018. snd the resulls of ils eperitions and its cash Rows for exch of dw three
confonwity with accounting principles generally accepted in the United States of America.
yeurs-in tho periad ended December 29,2019, in
}
We also have midited, in accordance avith the siandards of the Public Company Accounting Oversight Board (United States) (PCAON”), the Company's
intemal control over finangial reporting as of December 29, 2019, based on criteria established ia fuseraal
Gonirot = dntegrated Framework (2033) issued by
the Committee of Sponsoring Organizations of the Treadway Commission ('COSQ") and our report dated February 26, 202 expressed ant unqualified vpinion
fherevn, .
Clainge in Accounting Principle
the Comutittee af Sponsoring Organizations of ihe Treadway Cammtission (*COSQ") and our repart dated February 26, 2020.exprexsed an unqualified opinion *
thereon,
Cliauge In Accounting Priuciple
As discussed in Note | to the tidated finanvial st ts, the Company has changed its method of aceointing for leases'during he year ended December
2), 2019 due fo the adaption of the Accounting Standards Codification (MASC™) Topic 842, Leases (WASC Bd 2).
Basis fur Opiniun
These consolidated floancial statements are the responsibility of the. Company’s managernent, Our cesponsi¥ilily is lo expresy an opinion on the Company’s
consolidated finincial statements based on our audits. We area public necounting finn registered with-the PCAOB and sre required « be independent with
sable miles and cegulations of the Securides and Exchange
wrespect to the Company in accordance with she U.S. federal securities laws and the appli
Conunission and the PCAOD,
We conducted our audils in-secord with tlic standards of dhe PCAQD, Those standards require that wejplan and perform the audit to abtain reasonable
assumince about whether the consoliduted linancinl statements are free of material misstatement. whether due ta error ar Tradl,
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Or andils included perforning procedures tw assess thd cisks of materia! misstatement of Ihe consolidwted Mnancial statenents, wheiber.due to error or frmud,
and perforining procedures that respond to those sisks, Sueh procedures faeluded examining, on a test t
evidence regarding the mnouns and diselosures in
tho consolidated Hinacial satcments, Our audits also included evaluating the accounting principfes wed anu siguificaut estimites made by management, ns
well us evaluating Whe overall presentation of the consolidated finangial statements. We hetieve that onc audiis provide a reasanably basis for our opinion.
‘
Critical Audit Matter
Critical Audit Matter
se we ek ome - 1 =e we~ ne we
The critics! audit matter conununicated below 8.0 nintter arising trom the cureeu! period audil of the consolidpied Roancial siatements thal was conmmunicated
or required fo be commuuticated to the audit. conumilive and thi: (1) relates 19 acemunis ar disclosures that acc! nmaterinl to the consolidated linancial statements
and (2) involved our especially challenging, subjective, or-complex judgments, The cantnunicalion of vcitical audit matters does nat alter in any way our
opinion an the vonsulidived financial statements, taken as a whole, and we ar: not. by communizating the critical audit matter below, providing separate
opinions on the crilical audit matier or on the accaunts or clisclasures [6 which if relates.
bid
Year 2020
Case 1:22-cv-02237-SEG | Document5-2 Filed 07/05/22 Page17 of 108
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Report of Independent Registercd Pudlte Accounting Firm
Sharcholders and Roard of Directors
Literéace, Inc. oud Subsidingi
Auanta, Georgia |
Opinion ov the Consolldated’ Finunclal Stateancnts . ‘ '
We have audited the panying fidateel ball: sheets of Inerface, Inc. and Subsitkaries (the “Company” as of January 3, 202) and‘December 29,
2019, the relatcd consolidated siniements of aperntions. comprehensive incame (loss), and eash flows tor cach of the thee years in tho perind-ended January 3,
2021, ond ihe relaled notes sad Hisaueist statement scheduty listed in the accempanyitig” inten (cailectivety referred 1a as the “consolidated fimuncial ,
sialements"), In our opinion. Ure consolidated Gnancial statements present fhirly, in all nnuerial respects. the firnaetal potion of the Company at Janunry 3,
2021 and December 29, 2019, and the results of its operations and its cash flows for ench of the three years In the period ended January 3. 3021, in conformity
with accounting principles generally accepted j in the Daiteit Sutes af America.
We-olsn have audited, in accordance with the stiudands of de Public Company Accounting Oversight Wala (United States) (“PCAQB"). the Company's
intemal-control over financial reporting as of January 3.2021, based on eritecia established in fnternal Contrgt = Integrated Fronework (2013) issucet by the
Comittee of Sponsoring Osganizations of the Treadway Commissitn (COSO") and cur ceyport dated Miwrctt 3, 202] expressed an unqualified opinion
thereon.
Dasis for Opinion
These consolidutedt financial stawments ore Me nesponsibilily of the Company's nuinagentent, Que responsibiliy is to otf an opinion on the Company's
consolidated financial statements based on our audits. We are a public acconnung firm segistered with the PE AOB and are required to be independent with
mare teal Menem anes te nen tee ag onl fae DEE Bee Panwa cette Newt le dl the ee eet an ete eit ae cD atte wee ot the, Mme tetan weeed Fivelemmeey
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Hanis for Opinion |
These lidated financial ane Whe responsibility uf the Company's management, Our responsibility is to cxp an opinion on the Company's
lidated fi inl based on our nudirs. We are i public accounting firm registered with the POAOB an are required to be independyat: avith
respec! to the. Company iy acconlince with the U.S. federal securities. Jaws and the applivahte mutes and regulations of the Securities and Exchange
‘Couimigsieu ond the PCAOH,
We conducted our audits In accordance with ihe standards uf dhe PCAOB, Those standands requine that we plin and pertonn the audis to obtnin reasunabl:
astunance about whether the Lidsted Financial : trace free oi nutterinl missinemunt, whether due iarror or fraud,,
'
Our audits included perforning p J to assess the risks of material mi rent ot the littated financial 'stal ts, whether due $0 error or frmud,
and pesfonni 3 Urat respond to those risks, Sueb praced included exumining, on a test basis, evidence regarding the amounts and disclosures in
the eousolidated financial statenwnts, Our audits also included evilluating the accounting principles used and ‘significam esti maile by manag a3
well as evaluating the overall p ion of the Nidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
t
'
Critteal Audit Matter |
The critival audit muster communicated below is a nantes arising from the current period audit of the consalisiated fnnneial that was
of required ty be cummunicated te dhe audit comnivice und that (i) relates lo accounts ag disclosures that cure material to ihe cunsoliated Guancial statements
aad (ii) invelved eur especially chal Henging. subjective. ur complex judginsnls, The cunununication af the critical audit inter does not alles invany way our
oplnion on the lidated Gi y s. lakea asa whole, and we are not, by communicating the ¢ fitiva} audi) matter below, providing a separate
opinions on the critical audit matter or on the nceounts or disclosures to which irrelases. |
Pe re er + ene
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Case 1:22-cv-02237-SEG Document5-2 _ Filed O7/05/22 Page 18 of 108
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EXHIBIT 2
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 19 of 108
ATTACHMENT TO PLAINTIFF'S ORIGINAL COMPLAINT
EXCERPTS FROM THE 2018, 2019, AND 2020 ATLANTICUS 10K
REPORTS
Source: https://sec.report/Ticker/ATLC
Exhibit 2 - Reference 272: Page 78 of 407
272. Under §404(a) of the SOX Act, Atlanticus is required to annually report on Atlanticus’ own
assessment of the effectiveness of Atlanticus’ controls.
Year 2018
ee meee A owe Ate meget ok em
(GS cams. Documents. Forms Alerts . . \ Tickar: FIGO '
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* thar these disclosure contrals antl procedures were effective as of december 31, 018,
:
» Munagement's Report on Interaal Contcol over Financial Reporting ‘
Management of Adhinticus Holdings Corporation is responsible for establishing smd maintaining adequate internal control :
* aver financial reporting (a3 suvh tenn is defined in Rule 133: 15(1) under the Act) far Adautions Holdings Corporation and-our
subsidiaries.. Our management conducted un evaluation of the eflectiveness oC internal contvel ver financial ceparting as of ‘
‘ { Desemtber 31. 2018, based on the frunework in Intemal Contral-Integrated Framework issued by the Conmnittes of Sponsorlag ‘
H Organizations of the Treadway Conunission (°COSO") fateraal Contral-hitegrated Fraucwurk 2013 framework),
Based von our evaluation uniter the COSO 20/3 thamework, management las concluded that intemal contral over
financial reporting was effective as of December 31, 2018.
1
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This Annval Report does nat inctade wy attestation report of our independent public acéounting in regarding intemal
contsal over Guancial reporting, Management's report is tor subject lo atiystation by our indepeadem public aceounting Sint
) Pursuant to SEC rules that permit us to provide nnly nianagement’s report in this Annual Report,
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Year 2019
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 20 of 108
"4 hs NEP ETS a i
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, thi these di ug of Deceitiber 41, 2019,
. ot . 2, {
Munagement’s Report on Juterisul Control over Financial Reparting '
‘ ‘
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any Manag of Atlautivus Holdings Corporation is responsible for blishing and 2 intaining adeq intemal
i’ control over financial eponing.tas such tenn is dedined in Rule 139°15(1) under the Act) for AUlnaticusdlotdings Carpeamtion
1 aud our subsidiaries, Que ny H conchicted an evaluation af the eflectiveness of internal contral over fiunncial reporting — | ,
ag of December 31, 2019, based of the framework in Intemtal Control-linegrated Framework issued by the Committee of r i
; Sy ing Onganizations of the Tresdway C ission ("COSO") Jaternal Connol-hiegrared Framework (2015 framenork), :
1 :
; Based on our evaluation wider the COSO 2013 framework. gemynt lus comluded that i 1 | aver 1
financial reporting was eficetive os of Necember 31, 2019. ' ‘
’
‘This Annual Report docs not include a anesiatlon-repart ol our indepeadent public 4 jug Gm regarding internal >" aa
| controt over financial reporting. Management's report is nol subjcet lo attestation by aur independent public ne ing fina * ;
purnuant to SEC niles that pemnit us to provide ouly nunaucment’s rpod i this Annual Repaet,
i
Year 2020
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Managenwent’s Report on Interitat Contrat over Viwacial Reporting
Manag: of Adlanticus Holdings Corpurntion is cesponsible for establishing aid utsintaining adeyuate internal contral
over financial reporting (as such tem is defined in Rule $3a-15(f) under the Act) for Adanticus Holdings Corportion and eur
bsidisriecs, Our ro conducted an evaluation of the effectiveness of inemal control pver financtal reporting as of
* December 31, 2020. Gased on the framework in Tuternal Coutvel-fategsated Framework issued by Ihe Committee of Spoasoring
Organizations of the Trendway C ission (°COSO"') Anernal Coutel-hucgrated Framan af (2013 framework),
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Bused on our evaluation wieler the COSO 2013 Irunework. acient bas cone) du traci i f over
; finaucinl reporting was eiYeutive as of December 31, 2021, {' {
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This Annual Report does wot include an attestation report of our dutependeat public accowating firu cegarding internal
ead ee me
) t control over finncinl reporting, Management's report is nor subjees wo attestation by our mdepeudent public accounting linn
z . . *. . . Ha
: | pursuant to SEG rules thal permit us to provide only auamgenent’s report iithis Antal Report, ae oe
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Exhibit 2 - Reference 274; Page 79 of 407
274, Under §302 of the SOX Act, Atlanticus’ corporate ‘ fficers must (among
other things) accept responsibility (as evidenced by individual signatures) for the content
of Atlanticus’s annual §404(a) report. The CEO and CFO must personally certify the
content of the reports filed with the SEC and the procedures cablhed -by the issuer to
report disclosures and prepare financial statements.
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 21 of 108
Year 2018
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Purstiant to the requirements of Section 13 oF 15(d) of die Securities Exchange Act of 1934, a8 amended, the Regisimnt
. | las duly caused this Repart to be signed-on its behalf by the undersigned, thereunto duly authprized, in the City of Atlauta. State !
; 4 oF Georgia, on March 26, 2019. !
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Page 22 of 108
/s/Mirchell C. Saunders
Mitchell C, Saunders
ésflefirey A, Howard
Chief Accounting Officer (Principal Accounting O1ficer)
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' Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by;
i the following persons in the capacities sud on the dates indicated. :
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Signature . Tisle Dale
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isay Chiof Executive Officer and Chairman af the Board
‘ David G. Hagna (Principal Executive Officer) March 26, 2019
ésWilli x. i"
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' William R. McCamey Chief Financial Ofticer‘(Priagipal Financial Officer) March 26, 2019 \
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Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 23 of 108
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Exhibit 31.1! ,
> | CERTIFICATIONS
{1}, David G, Hanna, certify that: {
t :
; L. Lhave reviewed this Report on Form [0-K of Atlanticus Holdings Cosparation; :
\ 2, Based on iny kuowledge. this report does not contain any untcue statement of a material, fret or omit to state a material
Shet necessary to niake the statements made, in ligh! of the cirewnstances under which such statements were made, not misleading |
1, | with respeceto the periods covered by this report: and '
. 3. Based on my knowledge, the financial statements. and other Jinaucial information included in this repart, fairly present ;
in all material respects the financial condition, results of operations and cash flow’s of the registrant as of, and for, the periods t ‘
‘ presented in this report. Len :
_' *
H 4. The repisteant's other. certifving officer and ] are responsible for establishing and maintaining disclosure controls and se
| procedures (as defined in Exchange Act Rules 13n-(3(c) and 15d-(5(e)) and internal contol over financial reporting (as detined int ‘|
Exchange Act Rules 13a-15(9) and !5d-15(0) for the registrant sud have: : '
'
. t
Case 1:22-cv-02237-SEG -Document5-2 Filed07/05/22 Page 24 of 108
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Exchange Act Rules 13a-15(f).and )Sd-15(t)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure convols and procedures:ta be,
. designed under our supervision, to ensure that material infurmation relating to the registrant, including ils 1 :
consolidated subsidiaries. is made‘tmown to us by others within those entities, particularly during the period in “i
which this report is being preparect;
fos b) designed such interna} contral over financial reporting. or caused such internal control over'financial reporting |
{ to be designed under.our supervision, to provide reasonable assurance regarding the reliability of Binancial ,
an reporting and the preparation of financial statements for external purposestin accordance with generally \
"* accepted accounting principles: .
. - !
‘ ¢) evaluated the effectiveness of the repistrant’s disclosure cantrols and.procédures and presented in this report ue *
conclusions about the effectiveness of the disclosure controls anil procedures, 15 of the end of the period
eovered by this report based on such evaluation: and :
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qd) disclosed in this report.any change in the cegistrant’s intemal contra over Tinanciat reporting that occurred
. | during the registrant's most recent fiseal quarter (the fourih fiseal period in the case of an anual report) that has |”
i materially alfected, or is reasonably likely to materially aflect, the registrant's internal control over financial | firs
. .
reporting; | at
= . . . . ye '
ho 5. The registrant's other certifying officer and I have disclosed. hased on our mosl recent evaluation of intemal contral ,
over financial reporting, to the registrant's auditors and the audit commitice of registrant’s hgard of directors (or persons '
‘ perfonning the equivalent functions): : , |
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a) ‘all significant-defigiencies and material weaknesses in the design or operation af internal conteol over financial
ie . reporting which aro reasonably likely to adversely affeet the registrant's ability to record, process, summarize ,
; and report financial information; and : -
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. b) any froud. whether or not material, that involves management or other employees who have a significant role in-
‘
1 the registrant's internal cairo! over financial reporting. .
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Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 25 of 108
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‘ the registrant’s internal control over fiaancial reperting.
Date: March 26, 2019
‘
dst DAVID G N. ’
David G. Hannon .
Chiof Executive Officer and Chairman of the Board
2018 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
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; Exhibit 12
, | CERTIFICATIONS
| [, Willian RL MeCainey, certily that,
1, Lhave reviewed this Report on Form 10-K of Adianticus Holdings Corporation:
2, Based on ny knowledge, this report docs not contain any untrue statement of a inaterial fact or amit to state a material
!
|
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; | fact necessary to make the statements made, ha light of the circumstauces under which.such staremenls were mode, not misteading
r with respect to the periods covered by this report; and
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‘ } 3. Based on my knowledge. the financial statements. and other financial informationincluded in this report. fairly present)
‘in all material respects the financial condilion, results of operations and cash tlows of the registeant as of. and for. the periods i
{ preseated in this report, ‘
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' 4. The registrant's other certifying olicer and Lave responsible for establishing and maintsining disclosure contrals anc
hy * procedures (as defined in Exchange Act Rules |3a-1S(edand ISd-t5(el) and internal conto! over financial reporting (as defined in, ‘
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TH} ticker: FICO
the cegistrunt’s'internol control over financial reporting.
Date: March 26, 2019
” Js/ WILLIAM R, McCAME
William R. McCamey
Chief Firmeioal Officer
te ee te ee ee
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2018 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18
U.S.C. Section 1350
b) any fraud, whether or not material, that javelves management or other entplayess who have a significant role in
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CERTIFICATION
The undersigned, asthe Chief Exceutive Officer ud Chairman ofthe Board; and as|the Cliicf Financial Offices,
{ respectively. of Adinticns Holdings Corporation, certify that, fo the best of their knowledge -:ind belief, the Annual Report on"
Form 10-K for the year ended December 31, 2018, which accompanies this certitfeation fully pliss with the requirements of
l Section 1:3¢a) of the Secoritics Exchange Act of 1934 and the information contained in the periodie réport fairly presents, in all
material respects, the financial condition and resulis of operations of Adauticus Holdings Corporation at the dates'and for the
periods indivated. The foregoing certifications are made pursuant to Section 906 of the Sarbanes-Oxley Act.of 2002 (18 U.S.C.
Séction 1350) and:shal) not by rclied upon tor any ather purpose. 1
j This 26th day of March, 2019.
5.
David G. Hanna
Exhibit 32.1
Ch in RvegipveOflenzand.
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Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 28 of 108
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, . ist WILLIAM RB, McCAMEY bes
. "William R. McCamey :
Chief Financial Officer
. fos
.- Asigned original of this written stalement required by Section 906, or other document atlhenticating,. acknowledging, or |
Me. “ otherwise adopting the signature (hat appears in typed form within the electronic version of this wrilren statement required by. k
fr wea} Seetion.906, has heen provided to Atlanticus Haldings.Corporation and will be retained by Adlanticus Holdings-Corporation and “ps
4 furnished to the Securities aiid Excbange Commissian or its staff upon request. ,
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Pursuant to the requirenteats of Section £3 or {S(d) af the Securities Exchange Act b' 1934, as amended, the Registrant '
wv has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta. State >
» {of Georgia, on March 30, 2020, . ‘
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by the following persons in the capacities and on ihe.dates indicated. ,
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Signature Title Date .
:
wid G Chief Executive Officer and Chaianan of the Board 1
David G. Banna (Principal Executive Officer) + . March 30, 2020
és/Willign R. McCamey:
William R. McCamey Chief Financial Ofticer (Principat Financial Officer) March 30, 2020 '
wor nan atlanh Aone
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' /sIMitche)| C. Saunders ——
: Mitchell C, Saunders Chief Accounting Officer (Principal Accounting Officer) Mareh 30, 2020 in
| isllelthey A, Howard
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Joffrey A. Howard Director Mareli 30, 2020
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‘ Deal WW. Hadson Director March 30, 2020
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Mack F. Mattingly Director March 30. 2020
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! Thomas G, Rosencrants Director March 30, 2020 |
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2019 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 31 of 108
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| CERTIFICATIONS
j 1, David G, Hanna. certify that:
,
|
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1, [have reviewed this Report on Form 10-K of Atlauticus Holdings Carporation: '
t
2. Based on ny knowledge, this report does not contain any date stilement of ammaterial Fact or onait to state a '
material fact necessary to make the statements made, in fight of the circumstances under which such statements were made, not
misleading witli respect to the periads covered by this report: and
3, Based on my knowledge, the financial starements. and otter financin) information included in this report, fhirly
‘
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preset ia all material respeets the financial condition, results of operations and cash flows of the registrant as of, and for, the
petiods presented in this report.
Armee ae Oe ee ee ae een
, 4, The registrant's other certifying officer and I are responsible for establishing and'maintaining disclosure contals and:
procedures (as dvfined in Exchange Act Rules L3a-15(e) and 1 Sd! 5(e)) and intemal central over financial reposting (as defined |
in Exchange Act Rules !3a-15(f) and 15d-15(1)) for the registrant and have: i “
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’ 4, The registrant's other certifying officer and I are responsible for establishing andimaintaining disclosure controls and
j procedures (as defined in Exchouge Act [tules (3a-15fe) and 15d-15(e}) and intemal control over [nancial reporting fas defined
H in Exchange Act Rules (3a-15(D anc 15-1 5(1)) for the registrant and have:
}
a) designed such disclosure controls aud procedures. or caused such disclosure controls and procedures to be .
| designed under ou supervision, to ensure that material intonnation relating to the registrant, including its
| consolidated subsidiaries, is made known to us by others within those.entities. particularly during the period
1 in Which this report is being prepared: .
1
, 4
b) designed such intemal control over financial reporting. or caused such intenisl control over financial
| reporting to be designed under our supervision, to pravide reasonable assurance regarding the reliability of
; financial reporting and the preparation of financial siatements for extemal: purposes in accordance with are
generally avcepted accounting principles; *
4
|
¢) evaluated the effectiveness of the registrant's disclosure controls and procedures mid presented in this report od
our conclusions about the effectiveness of the disclosure controls and procedures, as of the cnd of the period
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22
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Page 32 of 108
¢) ovaluated the efectiveness of the registrant's disclasure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls anu pro¢edures, as of ihe end of the period
covered by this report based on such evaluation: and |
\
d) disclosed in thisweport any ghange ‘in the registrant's intemal control over|linanvial reporting that oceurred
during the registrant's most recent Liseal quarter (the fourth fseal period ih the ense ofan annual repart) that
has materially affected, or is reasanably likely'to materially aflect, the registrant's intemal contro! over
financial reporting: :
5. The registrant's other certifying officer and I have disclosed, based an our most decent evaluation of intemal control
over finanvial reporting, to the registrant's auditors and the audit committee of registrant's bhard of directors (dr persons
performing the equivalent functions):
all significant deficiencies and nraterial weaknesses in the design or operation of-intemnal contr! over
financiakreporting which are reasonably likely to adversely affect the: registrant's “s.ability to recard, process,
4)
summarize and-ceport financial information: and
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any fraud, whether ornot material, that invalves managemcnt or other smployees wha have a significant role
in the registrant's interna) control over financial reposting,
b)
Date: March 30, 2020
|
|
&/ DAVID G, HANNA
| David G. Hanaa
Chief Executive Officer and Chairman of tle
‘ Board
a
2019 Certification of Principal Financial Officer pursuant to Rule 13a~14(a)
Sienna = eae
Case 1:22-cv-02237-SEG . Document 5-2 | Filed 07/05/22 Page 33 of
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Exhibit 31.2
i
i CERTIFICATIONS
| °
d
iI, William R, McCamey, certify that:
{ 1. [have reviewed this Report on Form 10-K of Auanticus Holdings Corporatian;
\
‘ 2. Bused on my knowledge. this report dovs nat contain any untrue stalernent of a material fact or omit 10 state a
inalerjal fact necessary 1o make the statements made, in light of the circumstances under which such statements were made, nat
misleading with respect to the periods covered by this report: and
‘ ‘ . 3. Based on ny knowledge. the financial statements, and ather financial information included in uhis report. Sairly
\ Present in all pynterial respects the financial condition, results of operations aud cash flows of the registrant as of, and for, the
| periods presented in this report. , j
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4, The registrant's other certifying officer and [ are responsible for establishing anct maintaining disclosure controls and.
procedures (as defined in Exchange Act Rules 13n-15(e) and [Sd-15(e)) and internal control over financial reporting (as deGined
vem wee mee cee em me ne ere ete eee oe ee ew ae were a ee i
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i 4, The registrant's other certitying officer and I are responsible for establishing and maintaining disclosure controls and ?
t procedures (as defined in Exchange Act.Rules [3a-tS(e) and | Sc-1 5(e)) and internal control over financial reporting (as delined
: in Exchange Act Rules 13a-15(t) and 1Sd-15()} for the regiswant and have:
a) designed such disclosure controls and procedures, or enused such disclosure controls and procedures to be
designed under our supervision, to ensure Utat material information relating 10 the registrant, including its
consolidated subsidiaries. is made known to us by others within those entities, pactieularly during the period
in which this report is being prepared: , ,
a .
b) designed such internal contral over Gnancial reporting, or caused such internal contral over financtal
reporting to bo'designed under our supervision, to provide reasanable assurance regarding the reliability of
financial reparting and the preparation of financial statements for external purposes in accordance with
lly pted ace ing principles:
! g ;
‘ c) evaluated the cffectiveness of the registrant's disclosure controls and procedures and presented in this report
‘ our conclusians about the effectiveness of the disclosure controls and procedures. as of the end of the period
t covered by this report based on such evaluation; and
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Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22 Page 34 of 108
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our. conclusions about the eflectiveaess of the disclasure controls nnd prqcedures, as of the end of the period
covered by this report based-an such evaluation: and
disclosed in this report any change in the registrant's intemal eantro! over financial reporting thal occuned
during the registrant's mast recent fiseal quarter (the fourth fiseal period in the caseof-an annual report) that
has materially-affected. or is reasonably likely-to materially affect, the registrant's internal conuul over
financial reporting; |
5. The registrant's ather‘certifying officer and I have disclosec!, based on our mostirecent evaluation of intemal control
over finanvial reporting. to the registrant's auditors and.the audit committee of registrant's board of directors (ar persons
pesfonuing the equivalent functions):
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m a) all significant deliciencies and muterial weakuesses in the design or operation of intemal control over > .
financial reporting which are reasonably likely to adversely atTect the registrant’ 's ability to record, process.
. sununarize.and repost financial information; and .
Be hi any Gaud whether or vot material. sliat.invalves. management another crinlowees who_base.asisui ficantmles
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any fraud, whether or not material, hat involves management or other sipployecs who have a significant role
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. U.S.C. Section 1350
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22
Page 35 of 108
I CERTIFICATION
ios The undersigned, as the Chief Executive Officer and Chainnan of the Board, and
. respectively. 6f Atlanticus Holdings-Corporation, certify thal, to the best of their nowledg,
| Fonn 10-K for the year ended December 3), 2019, which accompanies this certification filly coniplics with the requirements of ;
» } Section. 13(a) of the-Securities Exchange Act of 1934 and the information contained in the
| material respects, the financial concition and resulis of operations of Atlanticus Holdings ¢
. periods indicated, The foregoing certifications are made pursuant to Section 906 of the Sar’
Section 1350) and shall not be relied upon:for any other-purpose.
This 30th day of March, 2020..
- we &5S
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tsi DAVID G. HANNA ‘
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CAO EE RS
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Exhlbit 32.3
1s the-Chief Financial ONicer,
s aud belief, ihe Annual Report on
beriddic-report fairly. presents, in all
lorporation at the dates and for the
hanes-Oxtey Act uf 2002 (18'U.S.C,
David G. Hanna
See - ents ae
es deh ‘fa ae
hr a ea,
towiy Chief Exeentive Officer and
Chairmar-of the Board
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Section 906, has been provided to Atlanticus Holdings Corporation and will be retained by)
furnished to the Securities and Exchange Coniniission or its staff upon request. |
2 mee oe
Year 2020
at LLIAM R, MeCAMEY
‘Chief Financial Officer
4 Asigned original of this written statemenurequired.by Section 906, or other document authenticating. acknowledging,
" . , | oratherwise adapting the signature-that appears in typed fonn within the electronic version of this wrillen statement required by
Ne td tee tenga ne me eee fe
is! DAVID G. HANNA
David G. Honna
Williaw R. McCamey
Atlanticus Holdings Corporation and {
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SIGNATURES |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Actor 1934, as amended, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State
} of Georgia, on March 31, 2021.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, tliis Report has been signed below by |
. the following persons in the espacities and omthe cates indicated. H
|
Signature Title Nate :
‘ isileffrey A, Howard President. Chief Executive Officer ancl Director (Principal ‘
: Jeffrey A. Howard Executive Onticer) : Mares 31, 2021 ' uy
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’ William R. McCamey Chief Financial Officer (Principal Financial Officer) . March.31. 2021 | .
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ésfMitchell C, Sminders “4s
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Mitchell C. Saunders Chief Accounting Officer (Principal Accounting Onficer} March 31, 2021 i |
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| Denise M, Harred Director March 31, 202]
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‘| Deal W, Hudson Director ‘ March 31, 2021
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| Joann G, Joaes Director ‘ ‘ March 31, 202 * - 74
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' H Mack F. Mattingly Director : March 31, 2021
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\ fsTliomas G..Rusencrants ,
Thoumns G, Rosenernnts Director . | March 31, 2021
2020 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 39 of 108
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' CERTIFICATIONS !
| I, Jeffrey A. Howard, certify chat: , 1 '
i ‘ ‘ +
' 1. Dhave reviewed this Répart on Form 10-K of Atianticus Holdings Corporation; 1
'
2, Based on ny knowledge, this report does nol cantaha any untrue statement of-a material fact ar omit to state a material
\ | faut necessary to make the statements made. in light of the circunstances under which such statements were made, not niisteading
| with respect to the periods cavered by this report; and
3. Based on iny knowledge. the financial statements, and other financial information included in this report, fairly present
in ail material respects the financial condition, results of operations and cash Nows of the-cégistrant as of, nnd tor, the periads |
| presented in this report, H hog
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, 4, The registrant's other certifying officer and | ace'responsible for establishing and maintaining disclosure controls and
{
; Exchange Act Rules [3a-}5() and 15d-13(!)) for the registrant andshave: ;
procedures (as defined in Exchange Act Rules’ 13a-15(0) and [Sd-[S(e)) and intemal control over financial reporting (as defined’ in | . i
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5 a) designed sucli disclosure contrals and procedures, or caused such disclosuce controls and procedures to be
{ designed under our supervision, to ensure that material infonnation relating to the registrant. including its :
; consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in."
} which this report is being prepared; | :
\ b) designed such intemal control over financial reporting, or caused such interval controt over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of Guancial ‘
reporting and the preparation of finzacial statements for external purpuses in accordance with generally ! ‘
F accepted accounting principles; :
' 1
¢) evaluated the-clfectiveness‘of thé registrant's disclosure controls ond procedures and presented in this report our |
conclusions about the eftectivencss of the disclosure comrols and procedures, as of the end of the period t . ‘
cavered by this repart based on suéh evaluation: and aes
' d) disclosed in this report.any change in the registrant’s intern! control over financial reporting that occured fe 4
i during the registrant's most recent fiscal quarter (the fourth fiscal period in the case of an‘annval report) that has
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7 disclosed in this reportany change i in the registrant's inter wal control ever f
inanelal reporting that oecurred
during the registrant's most recent fiscal quarter (the fourth fiscal period in|the ease of an annual report) that has
materially affected, or is reasonably tikely to materially.affect, the vegistran Us internal eantrol over financial
Teporting; :
5. The registrant’s other certifying officer and | have disclosed. based an our most vécent evalvation of intemal control
over financial reporting. to.the cegistrant’s atiditors and the audit committee of registrant's board of directors (or persons
eos « ‘ . ‘ A t * ~~ .
a) all significant defiviencies and material weaknesses in dhe design or operation of jalemal contral over financial
reporting which are reasonably likely to adversely affect the registrant's ability ta cecord, process, summarize
and report financial information; aud '
b) any fraud, whether or not material, that involves management or other employees wlio have a significant role ins"
the registrant’s intemal contro! over financial repocting.
Date: March 31, 202 : |
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the registrant’s internal control over financial reporting,
Date: March 31, 2021
if JEFFRE
Jettrey A. Howard
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any fraud, whether or not material. that involves management or other sinployees who have a sigaificant role in
President and Chief Executive Officer
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2020 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
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Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 41 of 108
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CERTIFICATIONS
1, William R. McCamey. certify that:
t
L, [havo reviewed this Report on Form 10-K of Attanticus Holdings Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of o material fact or omit to state a material
fact necessary to make the statements wade, in light of the clécutnstances under which such statements were inode, not mislcoding
: 1
with respect to'the periods covered by this report; aud ' i
3. Based on my knowledge. the financial statements, and other finnnejat information included in this report, fairly present k
in all material respects the tinancinl condition. results of operations and casls Hows of the registrant as of, and for, the periods i
presented in usis report. ak
haps
Pere
bind
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4, The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
.__{ procedures (as defined in ExchungeAct Roles 13a-15(e) and 15d-15(e)) and internal contcol.over financial reporting {as defined in t
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4, The registrant’s: other certifying officer and 1 are responsible for esta g und thaintaining disclosure controls nnd
procedures (as defined in Exchange Act Rules 13a-15(e) and {Sde15¢e)) and internal control over Muancial reporting (aS defined in
Exchange Act Rules 13a-15(i) and [5d-J5(1)) for the registrant and have:
teh i
wa) designed such disclosure controls and procedures, or caused sucl-disclasuse contrats and procedures to be
designed under our supervision, to ensure that material intonation reloting to the registrant. including its
consolidated subsidiaries, is made knowa to us by others-within those entities, particularly during the period in
¢) evaluated the elfectiveuess of the registrant's disclosure controls and procedures and presenued in this report our !
conchisions about the effectiveness of the disclosure coutrols aud procedures. as of the end of the period
covered by this report based on such evaluation; and
eo oe
which this report is being prepared; {
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b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, (o provide r ble esr ding the reliability of finaricial
reporting and the preparation of financial statements for external purposes in Accordance with generally !
accepted accounting principles: ick, ‘
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i da) disclosed in this report any change in the registrant's intemal control over financial reporting that occurred :
4 during the registrant’s mast-recent {isea] quarter (the fourth fiscal period f in the case of an annual report)-that hos
' materially affected, or is reasonably likely to materially affect, the registrant 6 internal contro! over financial
reporting; |
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. §, The registrant's other certifying officer and I have disclosed, based on our most récent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit commiitee of registrant's board of directors (or persons
i perfonuing the equivalent functions): ‘ !
| . a) all signifieant deficiencies and material weaknesses in the design or operation of internal control over financial ! ,
i reporting which are reasonably tikely to adversely atfect the registrant's abitity torrecord, process. sununorize | *
' and report Financial information; and ’ | {
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b) any fraud, whether’or not material, that involves mapagement or other enployees who have a significant rolv.in a
the registrant's internal control over financial reporting. ‘ i
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Date: March 31, 2021 ’ i
if WILLIA McCAME
‘William R. MeGamey
Chief Finanefat Officer
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‘ CERTIFICATION }
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The undersigned, ns the President and Chief Executive Officer. and as the Chief Financial Officer, respectively. of
: Atlanticus Holdings Corporation, certify ibat, to ihe best of their knowledge aud belief, the Annual Report on Form 10-K for the
‘ year ended December 31, 2020. which accompanies this certification fully complies with ihe Fequirenients of Section 13(a) ofthe
i Securities Exetange Act af. (934 and the information contained in the petiodic report fairly presents, in all material respects, the
Gnancial condition and results of opexations of Adanticus Holdings Corporation at the dates and for the periods indicated. The
+ foregoing certifications are made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) and shall
not be relied-upeinsor avy other purpose.
:
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This 31st day of March, 2021. ; : i:
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ist JEFFREY A, HOWARD men
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I : ‘ Tefley A. Howard —
President and :
Chief Executive Officer
is WILLIAM R, MeCAMEY '
‘ ‘Witlians R. McCamey i
Chief Financial Officer :
‘A signed original of this written. statement required by Section 906. or other doctument authenticating. acknowledging. or
» | Otherwise adopting the signature that appears in typed form within,the electronic version of this written statement required by i
‘ ‘Section 906, has been provided to Atlanticus Haldiogs Corpération and will be retained by Attanticus Holdings Corporation and. }
furnished to.the Securities and Exchange Commission or its staff ypan request, 4
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278. The objectives of the auditor, and therefore BDO.-USA, J_LP in an audit of ICFR are to:
(1) obtain reasonable assurance about whether materia] weaknesscs exist as of the date specified
in management's assessment about the effectiveness of ICFR and
(2) express an opinion on the effectiveness of [CFR in a written report, and communicate with
management and those charged with governance, based on the auditor's findings.
Year 2018
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Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 44 of 108
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Heport of] ndependent Registered } ublic A cenuntiny Fitm } ‘
Shareholders and Board of Directors i {
Atlanticus Holdings Corporation ! 1
Atlanta, Georgia | :
' Opinion on the consolidated Financial Statements ;
Werhave audited the nccompanying consolidated balance sheets of Atlanticus Holdings Corporation (the “Company”) and } ‘
{ subsidiaries a3 of December. 31, 2018 and 2017. the related consolidated statements of operations, comprehensive. income (103s), '
i shareholders’ deficit, and cash Mews for each of the two years in the periad ended December 31. 201 8..1me the related notes t
1 (collectively referred to as the-“consolidated financial statements”). [n our opinion, the consolidated financial statements present t
‘ fairly, in all material respects, the Gnancial position of the Company and subsidiaries at Decerhher 31, 2018 and 201 7-and the |
‘ ( sesulls of their operstions and their cash flows for each of the Ovo years m the period ended December 31, 2018, in conformity ” a4
with accounting principles.generally accepted in the United States of Anerica, ' —s"
; Insis for Opinion
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’ These consolidated finaavfal-siatcments are the respansibilily of the Company's management. Que responsibility is 10 express.an t
! y p ; p
_ opinion on tlie Company's consolidated itnanciaf statements based on our audits, We ares pubtic accounting firm registered with,
j thé Public:Company Accounting Oversight Boasd (United States) (“PCAOB”) and are required to be independent with respect to
;, the Company in accordance with the U.S, federal securities faws and the applicable rules und cegulatiqns of the Securities and
Exchange Conunission and the PCAOB.
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| We conducted-our audits 1a accordance with the standards of the PCAOB, Those standards require thar we plan and perfonn the
‘
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: audit Co obtain reasonable assurance abont whether the consolidated Gnancial statements are fige. of material misstatement. : .
whelhwe duv.to error or fraind. The Company is not required to have, nar were we engaged ta perlorm, an audit of its internal *
i conro] over financial reporting, As part of pur audits we are required to obtain an understanding of internal conteat over Mnancial :
‘ | reporting but not-for de purpase of expressing an upinian on the effectiveness of the Company's ivternal contro! over flaancial i
i meponiiing. Accarlingly, we express'‘no such opiaivn.
‘
* Our andits included performing procedures (v.assess the risks of material missiatendent of the conselidared financial statenrents, a
' whelher due to error or froud, and performing procedures that respand to those risks. Such procedures included examining, on a. rm
test -basis, evidence regarding tie amaunts and diselosures in the cansolidared financial statenieuts, Our andits also-included
_—t evaluating the Accountine pdacinles. used pnd siznificanLestimalesuady hy wanauentent as yellasevaliating ihe overall
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 45 of 108
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Oor audits invluded performing procedures to assess thte risks of malerial miss 1 of the consolidated financial statements,
‘ whelhor due to error or fraud, and performing provedures thautrespond to those risks. Sucls procedures included examining, on 3
Viel.
losures in the.conse d financial ts. Our audits alsa included
test basis, evidence regarding the amounts and di
(evaluating the accounting: principles used and significant estimates nade by managensent, as tvell as evinluating the overall
pr ion of rhe lidated financin) statements. We believe that our audits provide 9 reasonable basis for our opinion.
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Shareholders and Board of Directors. ,
Atlantieus Holdings Corporati ‘
Auanta, Georgia
ow see
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Opinion on the consolidated Financial Statements ;
|
We have audited the accompanying consolidated balance sheets of Allanticus Holdings Corporation (the “Company? and '
subsidiaries a3 of December 31, 2019 anc 2028. the related consolidated statements of operations. comprehensive income, :
shareholders’ equity (deficit), and cash Nows for each of the wa years in the period ended Mecemmber 31, 2019, and the related }
notes (collectively referrect to as the “consolidated financial statenents"). In our epision, the consolidated financial statements L.
present fairly, in all material respects, the financial position of the Company and subsidiaries at Deecniber 31, 2019 and 2018,
and the results oftheir operations and their cash Mows for each of the two years in the period ended December 31, 2019, in
coofonnity with accounting principles generally accepted in the Uniled States of America.
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These consolidated financial statements ase the responsibility of the Company's management, Our responsibility is to express an
| opinion on the Company's consolidated finaucial sratements based on our audits, We are a public accounting firm registéred
! with thé Public: Company Accounting Oversight Board (United Stites) (“PCAOB") and are.required to be independent with “
respect lo the Company in-accordance with the U.S, federal securities lows and the applicable rules und regulations of the
Securities and Exchange Conunission and the PCAOB. i
: We.conducied anraudits in accordance with the:standords of the PCAOB. Those standards require that we plan and perform the
audit to obtdio reasonable assurance about whelber the consolidated Ananciai srements aredece of material misstatement,
whether'diy fo emor-or Crud. The Company is not required to aye, nor were we eugaged lo perform, an audit of its intemal,
control over financial reponing, As pact of our audits we are required t-oblain an understanding of Intermal control aver
financial reporting but not for the purpose of expressing an opinion on the effectiveness of ihe Company's internal contro) over
: fininecial reporting. Accordingly, we express no such opinion. '
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Our audils included perfonuing procedures to assess the-risks Of material misstatement or thé consolidated financial statements,
whether due to-error-or fraud, and performing procedures that respand lo those risks, Such procédures included examining, ona
test bisis, evidence regarding the amounts and disclosures in the consolidated financial stawments. Our audits alsa included
nod, evaluating, the accqunting nrincinles used and. siznificant. estimates. made by managenent. ag well as evaluating. tie overall
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whether due to error or fraud. The Company is sol required ta‘have nor were we ngaged to perform, an nudit of its intemal
control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over
financial reporting but nottor the purpose of expressing aa opinion on the effectiveness of Ihe Cormpany's internal control over
,° financial reporting. Avcordingly. we express no.such opinion, ‘
H Our audits included perfonning procedures to assess Ihe risks of matecial inisstatementof the consolidated financia) statements,
whether due to-error or fraud, anc perfonning procedures that.respond to those risks. Such procedures included examining, ond
test basis evidence regarding the amounts and disclosures in the cansolidated financial statements. Our audits also included
evaluating the accownting principles used.and significant estimates made by management. ag well as evaluating the overall
presentation of the copsolidated nancial statements, We believe that our audits:provide a yeasonable basis for our opinion.
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Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 47 of 108
'@: Companies ‘Documents Forms Aléits, - 7 Ticker: ATLC |
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Atlanticus Holdings Corparation :
| Atlanta, Georgia
,
! Opinion on the Conyatidated Financial Siutements :
1 '
We have audited the accompanying consolidated balance sheets of Atlanticus Holdings Corphration (ihe “Company”) and ;
subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, compreheusive income. {
sharcholders* equity, and cash flows for the Iwo years in the period ended December-31, 2020. and the related notes (collectively
referred lo as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, iu all |
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2
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« [material respects, the financial position af the Company and subsidiaries a1, December 31. 2020 and 2019, and the results of their
operations and their cash Hows for each of the two years in the period ended December.3 1. 2020, in conformity with accounting: wx
principles yencrally accepted in the United States.of America, : aaa
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. ‘These consolidated financial statements are the responsibility of the Company's management, Our responsibility is to express an
opinion on the Company's consolidated finsacial statements based an our audits, Weare a.public accounting finu registered with
the Public Company Accounting Oversight Board (United States) (*PCAGB") and are required to be independent with respect {o
the Company in accordance with the U.S, federal securities laws aud the applicable rules and regulations of the Securities and
Exchange Commission and tie PCAOB, ,
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We canducted our audits jn accordance with the standards af the PCAOB. Those standards require that we plan and performthe
audit to obtnin reasonable assurance about whether the consolidated financial statements are free-of material misstatement,
: whether due to error of fraud, ‘The Company is not required (o have, nor were we engaged to perform, an audit ofits imternal
control over financial reporting. As part of aur audits we are required to-obtain an understanding of internal control over financial
i reporting, but not Jor the purpose of expressing an opinion on the eflectivencss of the Company's internal control over financial
reparting. Accordingly. we express no such opinion. ‘
i
Gur audils included performing procedures to assess the sisks of material misstatement of the consolidated fnancial Statens. ,
whether duc to error or fraud, and performing procedures that respond to those risks. Sutclt pracedures included examining. ona!
test basis, evidence regarding the amounts aud disclosures in the consolidated financial statements, Our audits also included .
ee nti ceca erm teers fo bap Re ene oe ene oot eee tine ee a Comm
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evaluating, the sccountine nrincinles.used and sieniticant.estiniates.nade by, management, aswell as.evaluating the overall. W.-d
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Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 48 of 108
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Whether duc to error or fraud, and performing procedures that respond to those risks. Such procedures included examining. oma
' test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
' evaluating the avcounting principles used and significant estimates made by management, aswell as evaluating the overall
‘ presentation of the lidated & ial ts, We bolieve that our audits provide a reasonable basis for our opinion.
: { .
Critical Audit Matters ‘
(
The critical audit matters communicated below are matters arising from the enreent period andit of the consolidated financial
statements that were communicated ar required lo be conytiuticated to the audit committee and that; (t} relate to accounts or 5
1 disclosures that are material to the ¢ lidaced ti ial state and (2) invalved our especially challenging, subjective. or :
t complex judgments. The communication of critical sudit matters does not alter in any way ott opinion-on the consolidated i we
financial statements, taken as o whole, and we are not, by communicating the critical audit matters below, providing separate ay var
‘ opinions on the critical audit matters of on the accounts or disclosures ta which they relate.
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. al gross amortized cost within. its Credit and Other Investinents Segment anda related allowance for loan losses of $123.3 million
' at Deceinber 31, 2020. The loans are revolving credit facilities (credit cards) or installment loans, The allowance represents
managenient’s best estimate ofthe incurred losses inhecent in the portfolio as of the balance sheet date, Management considers
i both observable and unobservable inputs in its determination of the adequacy'of the allowanée, The calculation of the allowance
uses methods and assumptions based upon historical loss cate; current delinquency and roll-rate trends: vintage analyses based on
in the econonty an consumers: changes in underwriting
in the ptions can have a material effeet on the Cumpany’s-tinancial results,
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We identified the significant judgmental nssumptions by management in determining the adequacy of the allowance for loan losses. |
me to be a critical audit matter, The judgmental asstunptions impacting the recorded allowance are ihe efeets of changes‘in the
' by On cx sand the changes in underwriting criteria, Auditing these complex judgments invalved especially
i \ challenging auditor judgment due to the nature and extent of audivevidenee and effort required to address these matters.
| Tho-primary procedures wo performed to address this-criticnl audit matter included:
seed Lone wee ee ee
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Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 49 of 108
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' The prunacy procedures we perfonned to address this critical audit matter included: \ .
© = Evaluating the judginental assumptions used by management by comparing tw historici] results, current economic data, and
, changes to underwniting criteria to detenuine if such assumptions were relevant. reliable, and reasonable for the purpose
' used, . ;
{ e Testing the relevance and reilability of the data used in determining the judgmental asstunptions by testing the completeness i
and accuracy of dara used including internal and extemal third-party sources, } I» ‘.
i e Evaluating any evidence (e.g. extemal economic data, peer data, internal company data} that is contradictory to the
i conclusions reached by management in establishing the judg 1 ptions supporting the allowance for loan losses,
‘ Loons, Iuterest and Fees Receivuble, at Fair Vatue ‘ . :
| As described in Note 2 and Note 6 to dhe Company's consolidated financial sintements. the C ampany has outstanding loans of
S447, 1 million ot foir value within the Credit and Other Investments Segment at December 31. 2020, The Joans ore revolving i 4
credit facilities (credit cards) or installment loans. The Company elected to report aceounts originating on and after January |, Lies
\ 2020 a1 falr valué on.a recurring basis in the-financial starements: The assets are recorded at fair value based upon performance ;
1 expectations of the underlying loans, The discounted cash flow model assumptions used to determine de performance expectation ;
| include yield, tiniing of expécted payments, servicing costs and discaunt rate. The impact of dhanges i in the thir value of'toans. “s
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. | expectations of the underlying loans, The discounted casi ow ‘inode ‘assumplians used [0 detetnine ‘the: performance expectation ‘
s include yield, timing of expected payments, servicing costs and discount rate. The impact of changes in the thir value of loans, 4
t interest.and fees receivable, at fair value is reflected within the period incurred and can lave a aiuterial impact on the financial ‘
; — fresults of the Company. ., ‘4
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| We identitied uie significant assumptions by mauagement used in the discounted cash Now model to be a eritical audit matter. The ' ’
‘assumptions impacting the fair value calculation included timing of expected cashtlows and discount nites, Auditing these ts
| complex assumptions involved espeejally challenging auditor judgment due to the nature and'extent of audit evidence and elfort!
required to nddress these matters Including the extent af specialized skill or knowledge needed,
The primary procedures we performed to address this critical audit matter ineluded:
,
¢ — Testing the refevance and reliability of data related 10 the assimiptions-by agreeing data jo internal and-external third-party
SOURCES, ; . _ |
© Evaluating the assumptions used for the timing of expected cash Nows by comparing toyhistorical performance to detemiine fF
.
‘ id of evid (c.g. J
; extemal economic data and peer data) that may be cuntradictory to the educlusions reached by management I .
ode.
¢ = Evaluating the discount cates used by comparing to inarkei-hased discount rates to determine if sucli assuinption were
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Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22
Page 50 of 108
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extemal economic, data and peer data) thal may be contradictory to the conclusions reac
data, internal company data) that may be contradictory to the cunélusiori reached by ma
discount rate assumptions used by management to determine the fair value.
é/ BDO.USA, LLP
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Atlanta, Georgia
March 3), 2021
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hed by manageinent.
Evaluating the discount rates used by conparing to market-based discount rates to determine if'such assumption were
relevant, reliable and reasonabli: for the purpose used, inchiding consideration of evidence (e.g. external econontic data. peer
L
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lavoiving professionals with specialized skills and knotvledge to evaluate the ceasonableucss of the ining of cash flows and
a es
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22
EXHIBIT 3
‘Page 51 of 108
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 52 of 108
ATTACHMENT TO PLAINTIFEF’S ORIGINAL COMPLAINT
EXCERPTS FROM THE 2018, 2019, AND 2020 BIOHORIZONS AND
HENRY SCHEIN 10K REPORTS
Source: https;//sec.report/CIK/0001000228
Exhibit 3 - Reference 309; Page 97 of 407
309. Under §404(a) of the SOX Act, BioHorizons is required to annually report on BioHorizons’
own assessment of the effectiveness of BioHorizons’ controls.
Year 2018
Managenent’s Report on infernal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate intemal control over Guancial reporting.
as such term is defined in Exchange Act Rule 13a-15(), Our internal control systein is designed to provide
reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of
published financial statements. Under the supervision and with the participation of ourmanagement, inchiding our
principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our
intemal contro! over financial reporting based on the framework in Internal Control-tntegrated Framework (2013).
updated and reissued by the Conunittee of Sponsoring Organizations. or the COSO Framework. Based on our
(24 1
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Table of Contents
evaluation under the COSO Framework, our management concluded that our intemal control over financial
reporting was eifective at a reasonable assurance level as of December 26, 2020.
The effectiveness of our internn! control over financial reporting as of December 26, 2020 has been independently
audited by BDO USA, LLP. an independent registered public accounting finn, and their attestation is included
herein. ,
Year 2019
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 53 of 108
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considered hour aunualiassessment of the design and operaling effectiveness af our internal control over financial reporting. 1
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‘| Qurimanagement is responsible for establishing. and maintaining adequate internal control over financial reporting, as such tenn is defined’in i i
Exchange Act Rute 132-15(f). Our internal control system is designed to provide able as ¢ to our geient and Board of Directors t
| regarding tle prepaation and fhir pre ion of published financial stateinents, Under (he supervisionand with Ure, participstion’of our managenenl, | a
including our-principal execulive officer ond ‘principal financial offices, we conducted an evalimtion of the tltectiveness ofour internal conolover
+ finantial reporting based on the froiework in Intemal Conrrol-Integrated Franiework (2013). updated and yeissued by the Comminee of Sponsoring i
Organizations, or the COSO Framework. Based on vur evaluation under the COSO Fi ark, our ff t luded tat our intemal cantral ,
over linancial reponing ‘was effective. ata recisonable assumnce level as of December 28,2019. j ,
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| All aeauisitions 1 fons and imp! tons ivolved necessary and appropriate chanpe- cananagement camingls than ane considered in ‘
our annual assessment of div design and operating effectivencss of our internat contro! over Ginaneist reporting.
Manogement'’s Report on Internal Central aver Financtat Reporting ‘
Lfetsi:
Our manag, is responsible for
Exchange Act Rule 13a-15()}, Que interual contro] system is designed to provide reasonable assurance iv dur managemvat and Boan! of Directors
ing the preparation and fair ion of published financial statements, Under the supervision and with the partici of our: fe
g our principal ive officer and prisicipal financial officer. we conducted an evaluation of the ¢tTcctivencss of our intemal control over
financial reponing based on the fi Sin Internal Control-Lntegrated Framework (2013), updated and reissued by the Committee of Sponsoriog ‘
Organizations, or the COSO Framework. Based o our evatuation under the COSQ-Framework, our manageitient concluded that our intemal control, ;
over financial reporting was effective ato bt level as of Deveinber 29, 2015. , '
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g.and maintaining adequate intemal canuvl over Gnancial reporting, as such term is defined in, i
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The ellectivencss of our internal control over faancial reposting as of Deceinber 29, 2018 has been independently auditedby BOO USA, LLB, an
registered public ing finn, and their attestation is included henin. | ‘
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Exhibit 3 - Reference 312; Page 99 of 407
312, Under §302 of the SOX Act, BioHorizons’ corporate officers must (among other things)
accept responsibility (as evidenced by individual signatures) for the content of BioHorizons’s
annual §404(a) report. The CEO and CFO must personally certify the content of the reports filed
with the SEC and the procedures established by the issucr to report disclosures and prepare
financial statements.
|
Year 2018 '
|
i
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 54 of 108
H i
I SIGNATURES f |
‘ ,
, ’ ,
Table of Contents '
| Pursuant to the requirements of Section 13-or 1$(d) of the Securities Exchange Act of 1934, the Registrant has dhily caused this report to be signed I ;
on its behalf by the undersigned, thensanto duly autlurized. : t
Heary Schein, ine. j
:
By: /s’ STANLEY ML. BERGMAN
Stantey M. Dergaman 1 '
Chainnaa and Chief Executive Officer
Febmary 20, 2019 ‘
Registrant and in the capacities and ou the dates indicated. 1 | +
I
{ qd.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf ofthe 1 |
poe een
Stgnature . Capacity Date |
@ ; .. : A [_ Meson CVET ‘| ;
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| ‘
Signature Capadty sy Date \
1 ‘ ,
j és? STANLEY M. BERGMAN Chaicnau, Chief Executive OfTiver \ February 20, 2019 -t
| Stooley M. Bergdsan and Director (principal executive oficer) ' ;
|
ésf STEVEN PALADINO Executive Vice President, Chief Financial : February 20, 2019 |
Steven Palodito Officer and Director (principal (inaucinl and \
accounting olticer)
‘ \
t
ésf JAMES P, BRESLAWSKI Director February 20, 2019 '
| James P. Breslaweki ;
i fs! GERALD A. BENIAMIN Director Febnuary 20,2019 vt
1 | Gerold A, Benjamin ‘
\ i ah
4s MARK E, MLOTEK Director February 20, 2019",
|_| Mark E. Mtotek | ae:
J // BARRY J. ALPERIN Direvtor ‘ February 20, 2919 Le
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22 Page 55 of 108
@ Companies Documents
Forms Alerts
te eee te egal
|
i Ticker: CVET
|
Bradley T, Sheares, Ph. D,
= a et es wees tannin ame at
j | Mark E, Aflork
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{Js BARRY J. ALPERIN Director Febsuny-20, 2019
| Bary J. Alperin
/ PAUL DRONS Director February 20, 2019
{| Paul Beons
df SHIRA GOODMAN Director Vebrvary 2D, 2019
Shira Goodinan
"|
és JOSEPH L. HERRING Dicetior Februory 20, 2019
\ Jowph L. Herring
> | SIRURTR, KUEHL Diteclor February 20,2019 |
| Kurt P. Kuebo c . "4
i {
fy PHILIP A. LASKAWY Director February 20, 2019 e {
Poilip A. Laskawy - os i
mr rn pee em eg te ee Sere re me te ee ete
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| ( TSPRILIPA, LASKAWY Director February 10,2019
' Philip A. Laskawy’ : ;
i
» | 4/ANNESL MARGULIES Director Februnry 20, 2019
| Aune Hf, Margulies
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| 4 CAROL RAPHAEL Director Februnry 20, 2019 i
i Caro} Raphael t
| | AVE. DIANNE REKOW Directar ‘ Febroory 20,2019}!
i E Dianne Rekow, DDS, Ith.D, ’
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! Js! BRADLEY T. SHEARES, PH. D. Dicectr February 20, 2019 ‘
t :
146
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2018 Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. _
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 56 of 108
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CERTIFICATION TURSUANT TO-RULE.[3a-14(4) OR Ll (a) OF T10 SECURITIES
EXCILANGE ACT OF (934, 45 ADOPTED PURSUANT TO SECTION 302 OF THE
SARNANES- OXLEY ACT OF 1002 ‘
1
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| L.Stanley.M, Bergantas, cemify thal:
\
l b. Uhave reviewed this unmual repart on'Fom 10-K af Henry Schein, fae. (the “registsaul”);
'
2. Banld op my knowleilge, this sepon does’ nut contain any antene statement oo netoriil tet or ainit to state 9 water) tel necessary lo make (he statenients
made, in Uji of the Groumstances under which such statentents were made, nol uusteading wal respest ro the period coven by alls report
13, Based op my knowledge, the timncial srnteaweiss, aad other financial infornation includes in is seport, fricly preseat in al{ material respects the finzucial
condition, teoults of operations and cash Nows.of the. registrant as of. wnd for, the peclods presensed in this repert;
4. The registraat’s other cortlfving officer and L are responsible for establishing and invintaining disclose coatsels and procedures (as defined m Exebange Act
. Rules 13a-15(e).and 15-1 3(e)) and infernal eonvof.over nancial reporting (as defined in Esclinpe Act Rules b3a- 15H) oud 14d-15(f)) for the registrant gad a
, D '
. a) designed such disclosure controls and procedures, er caused sneli disclosure controls und procedures to be designed under ang supervision, to ensure ihnt———{
material 'informition relauiiy to the regisuarit, including its consolidated subsidiaries, is made known to us by others within Uiose entities, particularly duting’ |
1 | the period in which this. report is being pwepured: 1 |
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' . + 7 . * + . . oe
ed b) designed such interas! contol over tinanciil reporting, or cuused such Lnternal control over financial reporting 10 be designed under war supervision, lo
: | provide reasunable assuronce regarding the reliability of financial reporting oni the preparation af fitsicinl smlements for extemal purposes ia neconlance
i with generally aeeepted accannting principles:
1 | €) evtiluated the eflvtiiveness of the registrunt’s disctosuns contiuls aad procedures and presented in this report our éonglugions about the effecté of thé
i j Uisclosum: controls and procedures. ug of use unl of use period cavered by this,teport based it such evaluation: and
it d) disclowed 1a this report any chonge én she registrant's imermal control over financial reposting thar occunsd during the registrant's most recent fiscal
‘ quarter (Wie. repistraut’s Jourts fiscal quacter ia the case ofan annual report shat las matiially oiected, or is reusouably Wkely i ameatersally allect, the
‘ regisumnt’s intemal control over Rnancial sepening: aad
|
+S. The registrant's other ‘cectifying officer sunt |.have disclowed, based on aur most recent evaluation of inlecnal conta) over linanciat reporting. to the registiuit!s
auditors und! the audit committee of the registrar's boned! of diceciurs (or persons perforining she equivalent fanenos j:
, a) all significant deficizncies'und material weaknesses in the design ar operation of internal control user fnuacial reporting whicli are reasonably likely w
H ' adversely alfect the regisurant's abiliny Lo recnrd, process, summarize and repon finaneinl intonation; aud
{os bp any front, whether és rovmmaterial, that Ivelves igerwit of allicr cinpluyces Why have a simuificant role'in the registrant's intemal control ovet
fo Bhancial reparting. ' .
boy °
$
{+ Dated: February 20. 2019 ist Stanley ML Bernina” .
Stanley M, erginan
2018 Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. .
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22
Page 57 of 108
>
Cae a e
: ‘. . wey { Tieker: CVET
Eahip312 f
CERTIFICATION PURSUANT TO RULE 13a-T4{a) OR t5il-14(a) or The SECURITIES
ENCJLANGE. ACT OF 1934, AS AMOPTED TURSUART TO SECTION 30 OF THE
SATULANES-ONLEYV ACT OF. 2002 .
1, Steven, Polidino, ecttify that:
Phgve reviewed utig annual repeat oa Form 10-K of Henry Schein; luc, (the “eagigtmnt”)- \
i}
2. Dased on my knowledge, this report does nal contain any uninic statenicnl of a asaterdal faci or ontil to stale a material Fact necessary 16 mak the stateuents
nade, in tight of the cireunutances under which such stgeinenta Were inade, not misteuding wil respect tothe retiod vovered hy this feponi:
se. .
3. Based on miy knowledge. the financial and ober financial included in this epost, fairy olsen in all anateriot respeers wie finenelal
couttidan resulis of operations end cish flows of Ute negivteant as af. and for, the perinds presented in (bis rept;
‘
4, Thoregisurant’s other, verifying officer and lare sible for establishing and’ Jisel russ and p fies {a3 detined in Exeb Asi
Rules ord Se) aout 1$d-15(8))' and itemal control over finsnelal reponing (5 detacd in Ei Exchange Act Rutee 1-180 and 1$de15(0) for the registrant and bag
a) designed snch diselomuri conunts and procedures. of caused such disclosuse conuals and procedures to be designed under oursupervition, to din
qoalérin! Information relating, tothe egisteunt; including its Consolidated subsidiaries; id made known fo us by-others within those entices, particalady: during:"
the perind Jo whieh usis report is belug prepared: |
pair sd 2
- ATE SREZ ETT
Ter et marley
pes
, . . ft Tikes: CNET :
oo, po. tremens
Pa nae Kiown In bs oy ptners teuiun' ios’ Giutiiesy panievtany cumag “ . £
{ the period in which this report is being prepared: ' ‘ot
b) designed stich intemal contre) over financial reporting, or vaused such intesiat control over financial Fepmning lo be designed lider our supecvision, to | ’
proviste rensuniable ossunimco soganding the: rellability of Sinanedal reporting and the preparatiyn of hoancial statements fer extvcual pusy in ° i !
\ with genenully aevey ug princig . 1 f
1 * evaluated the effectiveness of lie regisirant’s diselusure contruls and procedunes and preseated in this Teport our voudinsions about ihe effectiveness of the |
; | trols and procedures, a3 of he cad of the periud covered by this report based on such evaluation; ned i
: WD disclosed in thls report any change in the avpisieant's intemal conte! ows timcial reporting that aces et upring the reylstennt’s must recent fiseah t
' quater (the repistraut’s fourth fiscal quarter in the cuse of on annunt Tryout} thet bas Uy alected, of is bly likely to liy affecs, the root
‘ repistrant’s intenzal control over financial espunting; ond . . ;
i + it, aH
i) S$. “The registrans’s ather certifying oMcer and t have disclosed), hasert on ows nist eccent evaluation of interna! yantrel aves Rancial nporting. wo the negistranr’a ' . \
1 ovditets nud! the sudil iftee of the *s bond) af di for persons pecfouming Ihe equivalent functions): j '
’
| a) all elgalfcant deticieneles nnd rial weaknosses in the design or operation oF internal control over Finuneit ney if Which ure bly likely w ' '
’ adversely affect the regiserannt’s ability ve cevord, process, ize tid report Finaneisl information; and
bh) any fraud, whether of not inl, that invol: or other employees who hove o signifteat rale in the reg *s intemal control nvere e dope
i financial reporting. . a,
a
H Io "
- Dated: February 20, 2019 ésf Steven Paladino | roy
i.
7 ae '
‘ S$ The regisurant’s other eertithingofieer and 1 have dissloted, based on our mest recent evaluatinn of interaal contro! uver financial reporting, to the regi yy '
f diiors and the audit itlee of the regi: "s board of Pal {or persons performing the equivalent Fanctionsk ..
’ a) all sfynificant deficteatics ond yWeaknusyes in the design or openition af internal cantry! over financial ttponting wich ane reusonably likely to | t
: adversely affect the registenni's eel to record, process, siinunarize’ond sepor faanciat fuforuiatiow; aud a
: b) any Sroud. whether or not J, that tae ral of other cinpl who have n si role inthe sogistrint’s‘Ihtemnal control over ;
' financial reposting. !
1 :
‘ ' H
t {
. ‘Dated: Februnry 20, 2019 AY Steven Matading .
Steven Paladina ‘ . i !
‘ faveulive Vice Peesidect and Chief Financial OMeer ie
= = a amt
Year 2019
Case 1:22-cv-02237-SEG
Document 5-2
Filed 07/05/22 Page 58 of 108
Documents. ‘Forms Alaris
eee ee ee
z
, | Ticker HSIC .
t
_ ! Mask E Mlotek
SIGNATURES ‘
i . :
Pursuant to the requirements of Section 13 07°] S(d) of the Securities Fachange Act of 1934, the Registry bas chily caused thiy separtto be signed en |
. 4 :
: , lls behalf by the undersigned, thereunto duly autherized. t
t
: Henry Sehein. Ine,
' t .
{ By: és’ STANLEY ML.BERGMAN .
Stanley AL Bergniut
“4 Chairman and Chie! Exvettive Oliver
1 } Februnry 20, 2020 -
! Parswiat-to iherequirements of thy Securities Exchange Act of 1934, dds report fas been signed below by the fallewing persons on belalfof the
* Registrant and in the capacities aid on the dates indicated, - |
Signature Capacliy Date
4 ,
ee . eee eae pee eee ee meen ee Se neta mee gee wee
[pack AE pes ae eM eee ne ennannmnm tones pecans rr a ~”
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i Signature Capacity Date
‘
| AUBTANLEY M. BERGMAN Cluiinman, Chief Executive Otficer February 20, 2020 |
$ Suntey M. Bergan aul Director tprincipal executive aflices)
' ‘ és STEVEN PALADING Executive Vie resident, Chtef Financial Febnuvy 20, 2020 |
i ' Steven Paladino Officer and Diccctor (pcincipal toancial ond
! acconnting otfices)
\ df JAMES P. DIESLAWSKE Viee Chai Director . February 20. 2020 ;
i , Jamies B Breslawski }
Li |
{| dv GRRALD A, BENJAMIN Direstor February 20. 2020 He,
* Gemld A. Beajamin ae |
| /# MARK E, MLOTEK Director . ' February 20, 2020 4
ne ae
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22
Page 59 of 108
iid ‘ +.
S .Gonipsnlés Documents “Fons, Alerts‘, {Tex HSIG | |
Ao Ne na ee te ee ar erentn
.| AC DARRY 3, ALPERIN Dinsclar Felirvinry'20, 2020, :
Dany J. Alperin’ | .
i '
is! PAUL BRONS. Dirvetor Pebrusry 20, 2020
: Poul Brons '
, .
‘ .
t ff SHIRA GOODMAN Director February 20, 2020 t
. Shia Goodiian
{ i
} | ASJOSEPAL, HERRING Direéior February 20, 2020 '
r Joseph L. Hersing ‘
i .
“| GEKURT?, KUEIIN Diectot February 20,2020- -~ 4:
+E Kurt R Kuta |
* | stPHILIPA-LASKAWY Director February 20,2020 =.
bene Phila Lactate ‘on
| ey aie Ce Spee res ~ oy poe ee ee
Companies - ‘Decuments ' Forms * Alerts \ : ‘ f Ticker HSIG |;
: | sf PHILIPA, LASKAWY Director ‘ Febronry 20, 2020 |
| Philip A. Loskawy | :
t ' :
; : i:
{| Av ANNEW. MARGULIES Director H Februssy 20, 2020 + 4
Anne HL, Margulies ‘ 1 |
if CAROL RAPHAEL Dirextor February 20, 2020 \
: Car! Raphael : H
| |’
4
(| AYE, DIANNE REKOW Director February 20; 2020
B. Dionne Rekow, DDS, Ph.D. | { .
i if DRADLEY T. SHCARES. PH. D. Director February 20, 2020" mf 33)
Bradley T; Sheares, PhD, | Be |
tL. 160 ! |
2019 Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 60 of 108
. : Ta
Q 3.
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ExbIbit'3L '
CERTIFICATION PURSUANT TO RULE
43a-14(a) OR 15d-44{a) OF THE SECURITIES
EXCHANGE ACT-OF 1934, AS ADOPTED PURSUANT TO SECTTON 302 OF THE
SATWANES-OXLEY ACT OY, 202
©
|, Stanley M, Dergman, certifythaty.
‘ h Ehove reviewed this annual repoct on
. Form 10-K of Henry Schein, Ine. (tte “reylstrant’);
2. Based on my knowledge, this report docs not contain ouy uninte statement af a suaterial fact a¢ amit to stale a material ther necessary to wake the statements
rind, fu Light of the ci pander which soch were wade, not unislcading with respect ty te period covered. by this reports
3. Dased ommy knowledge, ie Gnancial statrinents, and offer financial ieformation inchited in this report, faidly present in oll Lrespucts tho £ ,
condition, results of operations ond’casli News of the registrantas of: and for, he periods pivsented ip this repeat; | mye |
i
Rates
13a-15(@) and 16d-15(e)) arid internal control over finariclal reporting (as datined in Exchange Act + Rulos 13a-45(f) and 16¢-15() for tien: + '
had ronictrant and hava 1 —
| cS 4 . ”
@® Cam nics." Bocumanis Forms. Alerts: ' . . Tickor:, HSIC
: , ny
mee iba y wer veri ip uhiceisht nae prisiviE ur esi EMU aaa Jb abdcivsne Cuiiiers, uiw prUvedhiies (es Ueiniey HreAciENye RL
‘Rales
43a-15(0) and t5d-15(¢)).and.intemal contral aver financial rapaning {os defined In Exchango Act Rutos 130-15¢(f} arid 15d-15(f} for the’
registrant-ond have:
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$ y4 ‘The registsant's other cestifying officer and Lare'responsible for establishing aud maintaining disclosure controts end procedures (as defined in Ea ectang t
{
:
t
u
a) designed sttofs discl : Is nad p fures, ar caused such disclosyre controls and procedures to be desipned undes oursupecvidian, te ensure thet :
unterial jufonnation relating to the regi lnefuding its fidaled subsidiaries, rs wade known to ns by ethers within lose eulitles, rarteutarly during ,
‘ibe period in which this report is being prepurcd; : '
7 UL) detigned such (nema! controlover financiat teparting, of cansed such intesnasl control aver financial ceprsing tu be designed under our supervision, to
provide reasonable assurance reparding tlie reliability of fingneial peiting and Ihe ptepacation of financial foe external purposes bn accordance 5
witheg Hy a) ‘ taalnlaer
v =}
seen ©
“} eviluated the effectiveness ofthe registrant's disclosure contcols ond procedtire’s and presented in this ccpest our conclusions about the effectiveness ofike
isc) 1s and proced as OFthe end of the period envesed by this ceport based on such evaluation; and
U) disclosed dn this seport.any vlisnge in the registrant's Lateral control over financiat repusting that pocucredl dui ug the eegistrant's most reveal fiseat
quater (the registrant's fourth fiscrd quarter iu the case of an anutal seport) tint Las oraterially aflectes, or is reasonably likely to molerially affect, the
registrant's Iqternal coutrel ayer fiemucial repoitings aud
‘5. The registranu’s 's other seatifying oniices and have disctowed, hased on our most recent evatuation of intequal conical over financial reporting, to the cogisinds
. ditgrs ood ihe audit littue of the reg! 's (ward af di (ot, persans performing the equivalent fanctiont): wt
8) oll significant deficiencies and’ ia} weak in the design of operation of inlémal cour) oves Finsaciat feporting wiilch'nre reasonably likely. hr
d ly affect the regi: 's ability to record, process. summarize and repost financial intannatinn: and
i
= es
. (7 Ticker: FISIC
amano ritie atic tegishiin's ii hasatlyGhnsvirutewczevr crunitea wprly tial Hav dinieuied gy Su ecteus i iy dese uineiy" wb sit 13 S
registrant's internal cuntril over Ginancia! yeporting: ust
|
5. The registrant's other cenifying otficer and | have disclosed, based on cur most secent evaluation af intemal cont ‘rot over finanei partion, to the regi ‘7
aaxditore, tan the audit istee a tbo regi "s busud of di (or persons perfunning the eyuivatent feretinns):
0) oll significant deficiencies aud ial weaknesses in Ihe design or operntiou of intemal conirol oét tinalcisl reporting which are reasonably Tilly tu"
ate.
jon; andl
4 adversoly affect the registmnt's abibiiy, to needed, process, ize and repo fi
by aay Gaud, whellier or nat jal, ihat invol t tor other employees who have a significant role in the. registrant's iutemal enatfol ores i
H finonetal reposting, soa
A le
Daned: February 20, 2020 4s? Stanley M. Berganan
Stantey M, Itergizan
Chainnan and Chief Executive ONiver
Te ee ee ee ee ee ee eee - - es - re a a a
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 61 of 108
2019 Certification of our Chief Financial Officer pursiant to Section 302 of the Sarbanes-Oxley
Act of 2002.
. { Tiekas; HSIG 5
Salita: an SUN '
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Exhlbls 31.2
CERTIFICATION PURSUANT TO WILE
{3a-14(a) OR 15d-14(a) OF THE SECURITIES |
SARBANES-OXLEY ACT OF 2002
'
}
EXCIANGEACT OF 193, AS ADOPTED PURSUANT TO SECTION 3U2 OF THE
{|b Steven Paladigo, centify what:
1
AL. Dhave reviewed this anual repojt on
Form 10-K of Hénry Schein, Inc. (the ‘registraat’);
r
' 2. Hased on my knowledge, this repost ddva nor contain any unleug staement of a material fact or omil to Btale a migterial fael necessary to inake Wie slatemests
nasde, in light ofthe cirewmnstonces under which such sratenyeuns were made, nol snisleading with segpect tu the nesiod covered by this repom:
3. Based gn-asy knowledge, the:finauvial statements, aud other finsaclel information iucluded iv his repost, fairly present int ald moteriol respects the fmdngial
seondition, eesults'vt’ operationaard cosh. flows of he registvant as of, und for, the periods presented inthis tcpon; —! os
© whos
% Tho registrant's dibgr sertifying officer ond | ore responsible far
Rules.
tod registrant and hove;
ig and inaintuining Uivelasure contnals acd proced * (v8 defived in Exchange Act, a
- 13a-15(e) and 1Sd-18(a})'and internal contro! over financial reporting (ne defined.in Exchange Act "Rules 13a-18{f} and: 15d-15(N) for the “(>
a. x. 3
“ve ma a f Ticker: HSIC
wt rasa anti . ‘ Y ine ae a
=
registrant and hnva:
a) designed such disel yand proced: ar capsed such disefosuce vantcols and procedures Wy be designed uader our supervision. tp easure tha?
material information relating to the regisunny, including its consolidated subsisliaries, ix made kaown to us by" athe wilbin those cutities, particularly during
the pertod In which this repost is being prepared:
| 13a-16(0) and 1§d-15(6)).and internal conwol over financiat reporting (as defined in Exchange Act Rulos 13a-18(f) and 16d-15(f)) for the
{
i
b) designed euch Lilernal contro! ove ef finonefal repuning. of caused such fatemial conteal over financial repo tinny to he designed nnder aur supervision, to
peovide bh 2 2 lhe seliabilliy of jal reputing aud the prepazalion of Hiaoncial statements {or eternal purposes in accardance
| with g Hy} d nee ;
2 Li SP i ‘
¢) luated the elTecti of the eegi 's disclosure Is ond procedures and presented én thiseepogt one fusions about the elkecti ofthe
disct Is aud us of the end of the periud covesed hy this report baswd on such evaluationstand
J) disclased [n this mporrany change in the eégistraut’s intemal control ove: fnsncial reporting that cecurred during the regisumnl’s peust recent fiscal
quarter {ihe registroot’s fourds fiscal quarter ia the ease of an asnoal report) that as materially affect of is reasonably likely to inoterially attect, the
@gistrant’s intemal contro! over finaneiul reporting: and |
5. Tho rogistrant's olker certifying officer and 1 have disclosed, based on our unst recent evaliation of imemal contiol over fiuiinl reposting, io the git
auditors ari the audit-committee of the registiant’s board of direcinss (or petsaus pertonting the equivglent functions); Yo
adversely allect tho registrant's ability to record. proces, suinmarize and report financial information; and | ‘~~
a) all siniftcant deftciencicy nad annterial weak 3 ta Iho design Ur operation of intenial contre! over finsdeial reporting which are reasonably likely ( fo +
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22
Page 62 of 108
[eae nsic f |
= raat
2
registrant's interna) evalrol over financlat reporting; and
5. The registrant's other cestifyiug oficer oud | have disctosed, based on our most recent evaluation of internal contral over fi
anditors and the andil ico of the regis "s board afd
(or persons performing the vey
TT th, r+ *,
porting, to the rey! $
pe, whieh are bly Likely to
in the design or operstinn of internal rouurot over fi
|
| . a) all signiffenat deficiencies and material weak
1
1
finoncin) reporting.
Dated: Febcuary 20, 2020"
adversely affect te registrant's ability to record, proosss,
b) any froud, whether or aol niaterial, that involves managentens or other eniployers whe have a significant coli in the rogisirant’s internal eontrel over
Fize and repost finaneial i and J
és’ Steven Valading
ee ene ee od
Steven Paladino !
Exveutive Vice President ond
Chief Finaucial Utfices
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
Year 2020
SIGNATURES '
caused this report to be-signed on its bebalf by the undersigned, thereunto duly authorized.
Pursuantto the requirements of the Securities Exchange Act of 1934. this report has ben signed below by the
following persons on bebalfof the Registrant and in the capacities and onthe cates indicated,
Henry Schein, Inc.
By: /s/ STANLEY. M. BERGMAN
| rn
Stanley M, Berginan
Chainnan and Chief Executive off cer
February !7, 2021
Signature Capacity Date
isf STANLEY M. BERGMAN. Chairmon, Chief Executive Otficer i February 17, 2021
Stonley M. Bergman and Director (principal execitive aftiver) :
/s/ STEVEN PALADINO Exccutive Vice President. Chief Financial Officer February (7, 202]
Steven Paladino and Directoc (principal finanzial and accounting oflicer)
Js! JAMES P, BRESLAWSKI Vice Chairman, President and Director Febmary 17, 2021
Jomes P, Breslawski '
fs! GERALD A. BENJAMIN Director ‘ Fetruary (7, 2021
Gerald A.- Benjamin :
ds) MARK E. MLOTEK Director \ February 17, 2021
Mark E. Miotek !
‘sf MOHAMAD ALI Director February 17, 2023
Mobanad Ali P
a RaNwert araecnnr Whee eeee é ] Tetasenns 1 MANE
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 63 of 108
‘sf MOHAMAD ALI Director Pebnuary 17, 2021
Mohamad Alf
fs! BARRY J. ALPERIN Director Feboary 17, 2021
Bary J, Alperin :
/s/ PAUL _BRONS Director \ February 17, 2021
Paul Brous ,
/sf DEBORAH DERBY Director February 17. 2021
Deborah Derby '
és! SHIRA GOODMAN Director Febmary 17.2021
Shira Goodman
isf JOSEPH L. HERRING Director . February 37, 2021
Joseph L, Herring
is/ KURT P_ KUEHN Director February 17, 2021
Kurt P. Kuehn
{sf PHILIP A. LASKAWY Director Febmiary 17, 2021
Philip A. Laskawy .
isi ANNE H,. MARGULIES Director February 57, 2021
Anne H. Margulies
sf CAROL RAPHAEL Director February 17, 2021
Carol Raphael
isi E, DIANNE REKOW Director Febrary 17,2021
E. Dianne Rekow, DDS, Ph.D.
fs! BRADLEY T, SHEARES, PH. D. Director February 17, 202)
Bradley T, Sheares. Ph. D,
2020 Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT FO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Stanley M, Bergman, certify that:
1. I have reviewed this anal report on FotfiK of Heury Schein, Inéthe “registrant’)
2. Based on my knowledge, this report does not coutain any untrue statement of a material fact or omit to state
uiaterink fact necessary to make the statements made, ia light of the circumstances under which such statements
wefle, not misleading with respect to the period covered by this report;
3, Based ou my knowledge, the financial statements. and other financial information included in this report,
present fiir}! material respects the financial condition, results of operations and cash flows of lhe registrant as of, and
the, periods presented in this report; .
4, The cegistrant’s other certifying officer aud 1 arc responsible for establishing ainfaiming disclosure controls
and procedures (as defined in Exchange Act Rules 13a-)5(c) and !5d-15(¢}) and. intemal control over financial
fepoitinxed in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such iclosure controls and procedures. ox caused such disclosure controls and procedures to be}
designed under our supervision, to ensure that material information relating to the registrant, including
geusolidated subsidiaries, is made known to us by others within those entities, particularly during the period
inhich this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over finnncial}
reporting to be designed under our supervision. to provide reasonable! assurance regarding the relinbility
_ffiaucial reporting and the preparation of financial statements for external purposes in aceordance with
genepatlyaccounting principles;
¢) evaluated the effectiveness of the registrant malosuve controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure contvols and procedures, as of the end of
floxiod covered by this report based on such evaluation: and '
:
--~.__..
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 64 of 108
b) designed such internal control over financial reporting, or caused such internal control over financial}
reporting to be designed under our supervision, to provide reasonable {assurance regarding the reliability
ffiancial reporting and the preparation of finaveial statements for external purposes in accordance with
genepatlyaccounting: principles;
¢) evaluated the offectiveness of the registrant isalosure controls and procedures and presented in this !
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
flariod covered by this report based on such evaluation; and
d) disclosed in this reportay change in the cegistrant’s internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
nuaqual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
pitatrnllover financial reporting; and
5 The registvant’s other certifying officer and I have disclosed, based on our most recent evaluation of
coritcol pxermfhancial reporting, to the registrant’s auditors and the audit committer of the registrant’s board of
(irerecsons perfonning the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of intemal control over
financial reporting which are reasonably likely to adverscly affect the registrant's ability to record,
punwsmize and report fiancial information; and
b) any fraud, whether or not inaterial. that involves management or other employees who have a
role in Signitgannnt’s internal contro! over financial reporting.
Dated: February 17, 2021 és’ Stanley ML Bersman
Stanley M. Bergman
Chairman and Chief Executive: Officer
2020 Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
~ BXNIDIC J1.2
. CERTIFICATION PURSUANT TO RULE 13a-t4(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE :
SARBANES-OXLEY ACT OF 2002 \
I, Steven Paladino. certify thar:
1, [have reviewed this anual report on FolfiK of Henry Schein, Inéthe registrant’)
2. Based on my knowledge,.this report does not contain any untrue statement of a material fact or omit to state
miaterinh fact necessary to make the statements made, in light of the’circtnstances under which such statements
wai. not inisleading with respect to the period vavered by this report;
3. Based on my knowledge, the financial statements. and other financial information ineluded in this report,
present fagsi¥ material respects the financial condition, results Of operations and cash flows of the registrant ns of, ahd
toe, periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing aintaxing disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and (Sd-15(¢)) and interual contro! over financial
fepetttinged in Exchange Act Rules 13a-15(t) and [3d=15(£)) for the registrant and have:
a) designed such thclosure controls and procedures, or caused stich disclasure controls and procedures to be
designed under our supervision, to ensure that materia) information relating to the registrant. including
tensolidated subsidiaries, is made Known to usby others within those entitics, particularly during the period
inhich this report is being prepared; ; :
b) . designed such internal control over financial reporting, or caused such interna} control over financial,
reporting to be designed under our supervision, to provide. reasonable assurance regarding the reliability
Gifiancial reporting aud tho preparation of financial siarements for external purposes in accordance with
genepathaccounting principles; |
|
c) evaluated the effectiveness of the registrant'malosure controls and procedures aad presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures. as of the end of
tieriod covered by this report based on such evaluation: and
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 65 of 108
* d) disclosed in this reportny change in the registraut’s internal control over financial reporting that
occuted during the registrant's most recent fiscal quister (Ihe registrant's] fourth fiscal quarter in the case of
annual report) that has anaterially affected, or is reasunably likely to materially affect. the registrant’s
ammtrotlover financial reporting; and :
i The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of
control fxernfhancial reporting, to the registrant's auditors and the mudit committee of the registrant’s board of
Girqetasens performing the equivalent functions): .
a) all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting whieh are reasonably likely to adversely affect the repistrant’ 's ability to record,
ponmssize and report financial information; and
b) aay fraud, whether or not material, that involves management or other cuiployecs who have a
role in Hignivatmnt’s internal control over Financial reporting.
és! Steven Palading..__
Dated: February 17, 202) Steven Paladino
Executive Vice President and
Chief Financial Officer
2020 Certification of our Chief Executive Officer and Chief Financial Officer pursuant to
, Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.4
CERTIBICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED.PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 10-K of Henry Sehein, Inc. (the
“Conipany”) for the period ended December 26, 2020, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”, L. Stanley M, Bergman, the
Chairman and Chief Executive OBicer of the Company, and I, Steven Paladino,
Executive Vice President and Chicf Financial Officer of the Company, do hereby certify
pursuant to 18 U.S.C. Section £350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, to the best of my knowledge and belief that:
(1) the Report fully complies with the requirements af Section 13(a) or 15(d) of the
Secwities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the
financial coudition and results of operations of the Company.
Dated: February !7, 2021 fs! Stanley M. Beraman _
Stanley M. Berginan
Chainnan and Chict Exvcutive Officer
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 66 of 108
Dated: February 17, 202) {sf Steven Paladino
Steven Paladino
Executive Vice President and
Chie! Financial OtMiecer
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act
of 2002, be deemed filed by:the Company for purposes of Section 18-of the Securities
Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley
Act of 2002 has been provided ta the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission orits staf! upon request.
Exhibit 3 - Reference 316: Page 105 of 407
316. The objectives of the auditor, and therefore BDO USA, LLP, in an audit are to:
(1) obtain reasonable assurance about whether material weaknesses exist and
(2) express an opinion on the effectiveness of the controls in a written report, and communicate
with management and those charged with govemance, based on the auditor's findings.
Year 2018
Lata ee mente ee An ae
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Table of Contents
, , Stockholders and Board of Directors
, Heary Schein, Inc.|
, Melville, NY
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
t
, Oploion on the Consolidated Fi fat Stat H :
I ! We have audited the accompanying consolidated balance sheets of Henry Scheln, Ine, (ae “Company”} and subsidiarfes as of
; Oecember 29, 2018 and December 30, 2017, tho related consolidated statements of Income, comprehensive income, stockholders’
. equity, and cash flows for each of the three years In (he period ended December 29, 2018, and the related nates and schedule
i presented in'item 15 (collectively referred to ag lhe “consolidated financial stal Is"). In aur opinion, lhe consotidated financia!
, Slatements present fainy,-in al! material respects, the financial pusiticn of the Company and subsidlories at December 29, 2010 and .
{ December 30, 2017, and the resulls of thelr operations and their cash Hows tor each of the three years In lhe period ended December -
ates
} 29, 2018, In conformity with accuuniing principles generally accepted [n the United States of America. 4 .
i - : \
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___[ We: also tave audited, In accordance with the standards of Ihe Publle Campany Accounting Oversight Board (United States) CPCAOB"), L .
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 67 of 108
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We also have audited, in accordance with the standards of the Public Gormpany Accountiag Oversight Board (Uniled Slates) (PCAOB™), |
the Company's interna? control over financlal reporting as af December 29, 2018, based on criteria established in Jeernal Cantal =
4 Intageaied Framework (2015) Issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO*) and our ‘
teport dated February.20, 2049 expressed an unqualified apinion therean.
Basi for Opiaiou ;
i
‘These consslidated financial an: the responsibility of the Compauy’s management, Our respolisibility is so express aa opintan’en the
Company's lidated fisiancial based on our andits. We are a pobife accounting finn registered with the PCAQB and are-required to be
independent with respect to the Company in accardance wilh the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOK,
ne ee ee
We coudiicted our audits in accordauce with the stondards of the PCAOB, Those standards require that we pls and pecforin the audit to obtain
réasouable nssurunce about whether the consolidated financial ststesnents are [ree of walerial inisstatement, whether due to error or fraud. Our audites a 273
included performing procedtircs to assess the risks of inaterial misstatement af the consolidated linaneial swlether due to error or fraud, at breaal
performing procedures that respond to thase risks. Such procedures included examining, om a test basis, evidence regarding the amounts and e's
ise] in the consolidated financial Our audits also included evaluating the xecounting yp: ciples used and significant estimates mae:
by nianagentent. as well ieve : Una our audits : provide a reasonable +
evaluating g the overall presentation of It Cons ti latead Financial stueureuts, We
nosed
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} independent with nespect to the Company in accordance with the U.S. federal securities laws oud the apptieuble rules and regulations of the Secuctties '
i
‘
Masts for Opinion
\
These consolidated financial statements are the cesponsibility of the Company's management, Our responsibility is to express an opinion on the
Ce "% lidated financial based on pur andits. We'are a public accounting fii fegisteved with the PCAQR and are required to be
pany’.
ond Exchange Commission anu the PCAOL.
We conducted our audits in df with the standards of the PCAOR, Those standards require thar we plan and perfonn the audit to obtsiia '
Teasonable assurance about whether ile consolidated financial statenteots are {eee ol nuaterial niisstatinient. w vhether. due to error or fraud, Our audits ‘
included pecforning p J fo assess the risks of material smisstatement of the cansolidated financial statements; whether due to einer or fraud. ond}, +
perforuing procedures that-respond to those risks, Such procedures inehided examining, on a test basis, evidence! regacding the umiounts and [.
disct in the lidated financial stat ts, Our audits nlso included evaluating the accounting principles used and significant estimates made ow
by g ag well as evalualing the overall preseniation of the cunsolidated fiunneial stateuents, We believe tat our audits provide a ressonable | *
basis fur our opinion. '
"
q
4 BDO USA, LLP '
We have served as Ue Company's auditor since: L984,
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 68 of 108
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REPORT OF. ADEN PENDENT REGISTE, Tf
HMAC ACEOUNTING TIO \
Table of Contents
SteckhoJders and Board of Directors {
Henry Schein, Inc.
‘ Melville, NY
1
\ Oploton on Internal Control over Fiuauclal Reporting :
We have audlted Hesy Schein Inc.’s (the “Cempany’s*) Internal conten! aver flnancial reporing asiof December 20, 2018, based on
citerla established in Jnrernal Control ~ integrated Framework (2013) Issued by the Commiltee of Spanscring Organizations of the
Treadway Commission (the “COSO eteria"). In aut apinion, lhe Cempany malntalned, in all material sespecis, effective intemal conto] :
over financial reporting as of December 20, 2018, based on the COSO enlerla. | '
We also have audited, in dance with the standards of the Public Company Accoumling Oversight Board (United States) ("PCAOB") thd “Zaf*
i consolidated balance shecty of die Company as of Decuniber 24, 2018 and December 30, 2017. the related lidated stat ts of i a
| com chensive invonie, stackhalders’ oquily. and cash flows far cach of the three years in the period ended Decent 29, 2018, aud the celoted notes) bY
_ and schedule and our report dated February 20, 2019 expressed ou unqualified apinion thereon. }
es 5
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Musis for Opinion
The C v's is responsible for nral, 9, ciTective Internal control aver financial ceporting and for-its assessment of the
+ effeciiv ofi | control over. financial porting, includedin the panying “Ten 9A, Manageintal's Report dn Intemal,Contcul over
| Financial R i ig.” Our resp ibility i iy tw express un opinion on Ure Company's internal contro! over finsinciad reporting based ov our cudit, We an }
ja public aceouinting finn registered with the PCAOB and are required to be ilependent with respeet io the Company in aecondance with U.S, federal }
I securities laws and the niles and regulations of the Securities and Exchsuge Commissinn and the PCAOB,
1
Tiwnh)
yi
: ‘
We conducied our midit afintered control over financial reporting in Sanice with the dands of the PCAON. Those standards require that
we plan and performs the audit to obtain reasunable assurance about whether eficctive internal control over financial reposting was matutained inal
inaterial respects, Our audit Included obtaining an und: Jing of intensal contyol over fisacial reporting dassessing the sisk shat. a material fas’
awealnoss exists. and testing aad evaluating the design and operating effectiveness of intemal conwol based on the assessed risk. Our audit alsa
included perfonuing such otter procedures us We coasitered nevessuy in the circ ves, We belicve (hat our audil provistes a reasonable basis for
our opinion.
d
i o foe
Deflaitiva and Linttations of Jaternal Cantrol over Flouneint Reporting ‘ i
rB---
Avompany’s intemal contro! over Rnaneisl reporting isa process designe 10 provinte rg 8 the rellability of finan
ig and the ¢ of fuancial st for exteral puqposes in acconlance with penemlly y accepted g principles, A company’s
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assumince
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DeGoliion and Linilintions of Internal Control over Financial Reporting H [ '
A company’s intemal control over financial reporting is a process designed Ww provide reascnable assurance tegarding the retinbility of financial
scporting atid the prep Tali of financial for | purposes in accordance with generally acekpted Ing priuciples. A company's |
internal control over fianacial ing Includes those policies and p dures that (1) pettain te the wiaintenance of records wot, in reasonable derail,
'
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accurately and fairly reflect the ransactions ond Wispositions of the assets af the company: @) provie as ; ble sant ira Fons are
of furancial in aceardanee with g Sly accepted ac i ‘ingiples, and that receipts and
revorded as necessary to pemuil p
expenditures of the company are being made vnly in with authorizations of E and directors of Ihe comxumy: and (3) provide
' ble ay: ¢ reyarding prevention ur timely detection of hurized acquisition, use, vr disposition ul the vuinpaay’s assets that could have;
‘ a materin! ¢lTeet on dhe financial statements. ,
v és
——
Year 2019
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 — Page 69 of 108
— - - 7 - ee ery pores -
Companies Décuménts Forms, Alerts, os : co i Ticker; HSIG .
Sa 7 .
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ; ‘
| !
j Stockholdets and Board of Directors '
H Henry Schein, Inc. . ‘ .
] Melville, NY ;
1
Opinion on the Consolidated Financial St }
1 :
‘Wo have audited the panying lidated- balance sheets of Haury Schvin, Inc. (ihe “Company”) as af December 28, 2019 aud December'29,
| 2018, tho related consolidated stat ls of ine prehensive income, stockliolders' equity, and cash Nows for each of the three'years tn Wie,
! \ period ended Devembes 28, 2019, the related notes ant schedule (collectively referred Iu a5 the “consolidated financial t3"), In of opie:
' the fidated financial statements present fairly, in all material respects. the financial positon of ‘the Campany at December 23, 2019:
Deceanber 29, 2018, and the results of its vperstions and its cash flows for each of the three years in ihe period ended December 28, 2019., i
|__} confonulty with accounting principles genecally accepted in the United States of America. tee ve H
. Ate Ne ean age u ms ns
Companies Décurierits {Foims ‘Ateris- . % os [ Ticker HSIC
. . “ , i ~
’ »¢ H .
'T conformity with ing principles generally accepted in the United States ahAmeriea,
As discussed in Note | to the consolidaied fiancial nis, elective on December 30, 2019, the Company changed its method of accounting for
leases due to the adoption of Acc ing Standards Codification Topic $42, Leases.
Basls for Oplaten
These Hidate) financial stat are tle respansibility of dis Compouy’s in t. Ques es} ibility is to express an of
‘Company's lidated financial based on our andits, We are a public accounting finn registered with the PCAOD and are nequiredita
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company's internal contro! over finonelal reporting a5 of December 23, 2019, based on criteria established in Luternal Cantrol —Integented Frametvork
(2013) issued by thy Commitice of Sponsoring Organizations of the Treadway Canunission (°C 0807 and' our ceport dated February 20, 2020
expressed ai unqualified opinion hereon.
‘Chonge In Accounting Principle
independent with respect to the Company in accordance with the U.S. federal securities tows und the appleable cules and regulations of the Secutiies aT
|
|
|
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22 Page 70 of 108
rere
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ibility of the Company's management. Our cesponsibilily is to express an apinian oa the
Theso consolidated Gaancial ;
es A) "
swe the
Company's lid:
and Exchange Commission and the PCAOL,
| independent With fospect to thé Company iit aceardanee with the U.S, fedecal securities Inws and the applicable cules and regulations of the Securitles
: v
based on ovr audits, We are public aecounting fim repisteted with the 'CAQB and are required t@ be
4
‘We.coudueted our, audits in-
Seal, dated 7 TTT
andance with the
reasonable assurance aboutavhietlicr the consolidated financial statements are Sev of inaterial misstatement. whether due.to error or fraud. Gur audits:
Unclided perfurniing procedutes to assess the risks of material missiat
j Perfonmling procedures Ularirespond to those risks. Such pri
fants of the PCAOH,<Those standards require tliat we. plau‘aud perfonn the.audii to obtain
ha
s. Whether due tu esror or fraud,-and
icin guding the and
of tht: 1 inanciat
Juded att}
ch
ar
G- On a test basis,
in the
by genient, ag well as
basis for.cus opinion,
+ /'Critlcal Atallt Matters
i
+
-] The critical audit. matters communicated
amas . . . .
ing thy overall
below. are nialters arising from the cuent period audit of abe ¢
H ns te . a o
Ourautlits also included evaluating the accounting principles-used'and significant csiimates made
snis, Weibétiove drat our.audits pravide a reasdnable
iilaned {% Fal states
of the
‘
fidated 1 isl
Companies Documents
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Ticker, HSIC
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Critical Audit Matters
micaled or
The critical audit matters comununicated below are matters arising from Ihe current periud sudit of the ¢
s hat were
d (0 the Audit Committee af ths Boant of Dirvelars and dhat:'(1) relate to accounts of disclosures that ore
lidaied financial
quired to by ¢
Manted ff, a) etnt,
ial to the
ts; and (2) iuvulved our especially challenging, subj plex judgments, The i
tive at
°
of erilical audit .
* | Table of Courents
matters does not alter'in any way aur
a)
’
85 ‘
Velareck 47, val . "
on the
ti
Buskuess Combinations
audit matters helow. providing seperaic opinions an the enities) audit
taken asa whale, an we are nol by communicating the dr i
i
lise,
bails
or on the to which they relate,
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22 Page 71 of 108
inion an the Hidated !
audit aumters. below, providing separile opinions on the cciticat audit mattensor an the acceunts of disclosures to which they relile, '
i
Business Combinations ;
,
<° Las diseribed in-Note 11 of the fidated financial $. te Company acquired severtt companics in the current yearAs, arealt.of the f . i
acquisitions; manag was required to detenni 1 fair values of the-assets.acqnired.and liabilities assumed. including cermalnstdenn fable |
¥, . . atin! 7 “ L ™ %. -
maliecs does: ‘not alter in any. way our oy cuts, taken-as a whole. and we.are not, hy canunuudcating-the evitiea)
intangible. assets. In some: instances,’mauagement utilized third-party valuation specialists to assist in tte preparation. of the valuation of certain
: identifinb!e intangible dssets. .
. We-identified the detenninaiion:of thir-vatues of certain identifiable iitmigibte assets. whieh primarily included et lattonships, as a critical
“t aiidit matter, Management exercised significant judgatent to develup and selset ylians in thie sc ofthe fuir-vatve of. (lic identifiable
intovgibly assets, Sipniticant iti included di “rales, -¢
forward-looking und could be affected by’ finwe cconumie and market conditions. The priacipal Gonsiterations for our detemiinatlon inched
attrition, and projected revenue growth rales. ‘These: assuunptions | are.
| faSlowing: (i) changes in the signiffeant assumptions could have a significant mnpact an the fair v: ale of the assets acqained, (ji) signifi legge”
vable inputs and utilized by aianagement in detennining the fait value of the idumifinble inangible asses soquired, and. d(H},
_ _d appropriiteness of use-of various valuation models to detenuine the fair value of the identifiable ‘hnlangible assels acquired, Awaiting these elements i
mnvdels 10 di
['anpropriaieness of use! “ary various:
t
t due io thy aature and extent of audit:eftos required to addsess these mantgs, ingluding the catent of \
‘
ft? at, ad td: taki *, tat
ie Pa J auditor wees
pecialized skill or kowledge needed, {
!
!
The pritnary procedures. we perforned to adilress cis critical oudirimatter ineluceu:
i
~ Assessing the design and‘téiting opening cMectivencss of cestain contiols over thy developinent of significant assumptions used to d } :
the fair values Gl'certain Identifiable intangible assets, and cuntrols aver Ihe selection of the valuation niodels usec by management, |
i f :
* Assissing the rengyonabl Fsignificant’ underiying pligns Ihireuyh; (i} evaluating historical perlUnnance of target anitities, (ii) a assessing | .
inanclal, projections: against industry metrics and peer-group coupanies, and (iii) perfarming- sensitiv ity'analyses and evulttating the potential ! ‘
effect of changes in the significant assumptions. 1 it
$, + Urilizing persoune] with speciutized knowledge and skill with valuation to assist int (i) ansexsing the ressanableness af certain significant...
{ assumnprions iivorporsted J into the. various valuation inodels. and (ii) assessing the appropriateness of vacioux valuation models ulilize :
management:to determine the fair values af the asses acquired,
Drcorduln Tay Drsitines .
Uncertaln Thx Position
} As described. in Note-14 of the cansvlidaied Gnanciat stiements the Company opemmes in ‘multiple jurisdictions and is subject to transfer pricirig }
4 nh
4
P for pany that are subject ta nudit by-tuxing suthorilics, The reselution of these audits tnay spanamtiple years. !
1
We idemuified the detennination of uncertain tax positinns, related to wansfer pricing fram intercompany transactions a8 a critical audit niatter, "The i °
principal considerations for our determination included complex judgments refuted to: (i) auditing the meusurement of the Uinbility for unrecognized |
tax benefits related ta certain intercdmpany transactlons bevause of assumptions applied to.the interpretation of tax laws and legal mulings In muvltipte | 1
tux payiig jurisdictions, :(f) determiliing whether/a uanstsr pricing tax position’s technical merits are tnore-lkely-shan-no1 ta be sustained when} |
‘measuring the ainount of 1ax-henelits Unt qualifies for recognition, and (iil) as g Whether inteasampany transactions ate based on the amy's tengih i
, i ae . os ra : * ny 1 te
standand thatnuay-produce a-range of ann’s length outcomes; Audiling these el involved subjective auditor judgment, inebading in or t
:
86 :
t
ecco
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 72 of 108
a eeallieeetne Galen tates
panies ‘Documanis Forms Alerts’
"four tax professionals with spevialized skills and knowlege:
Tho primary proceduncs we perfonned to address this ccitical audit mualter included: \
+ Assessing the desipa aad testing opemting effectiveness of certain cantrols aves the recognition aul angasucement of yneeslain tax positions.
+ Evaluating the appropriaténess of 's methods and ptions used to esti wnewtin inansfer pricing positions related to: (i) - ‘
evaluating the ranges of onm’s length $and pricing conclusions reached within manag ‘s transfer pricing snidies, (i) verifying ouri*
<} Jing of the rel facts by reading the Company's conespoudenee with the relevaut tix authorities und third-party advice obtained .t.
yeeirs
by the Conipany, and (iii) reviewing historical settlement activity [rom income tax authorilies.
« Utilizing pecsonne! with specintized knowledge and skill in ian (> assist iy evaluating the masonableness of techoical arerits, managertent
nd ing Une overu3l ol of]
and lions used in
we 2 . eed eres
Gompanlas Documents... Fotms ° Alerts Coote | Teka: HSIG
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by the Company, and (iii) reviewing historical settlement activity trom income tay autharitigs. * \
i
+ «Utilizing personel with spectatized knowledge and,skill in taxatiun to assist in evafuating the reasonableness of technical merits, management's
Judgments and assumptions used in uncertain (ax position calculations related to (runster pricing, and assessing the overall ceasonableness of
} conclusions reached. I
4 3 1
tou '
ie \ & BDO USA, LLP
\ 1
if
} We have served as the Company's auditor siice 1984, ’ .
: ]
td
I | New York, NY
' 4 February 20, 2020 ‘
Year 2020 \
|
i
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM!
Stockholders and Board of Directors
Henry Schein, Inc.
Melville, NY
Opinion on the Consolidated Financinl Statements
We have audited the accompanying consolidated balance sheets of Henry Schein, Inc. (the “Company”) as of
December 26, 2020 and December 28, 2019. the related consolidated statements of Income, comprehensive income.
stockholders’ equity. and casi: flows for;each of the Unree years in the period ended Necember 26, 2020, the related
notes aud schedwle (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated. financial statements present fairly. in all usatecial respects, the financial position of the Company at
December 26, 2020 and December 28, 2019, and the results of ils operations and its.cash Mlows for each of the three
years in the period ended December 26, 2020, in confonnily with accounting principles generally accepted in the
United States of America.
We also bave audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Company's internal cantrol over financial reporting as of December 26, 2020,
based on criteria established in Anerni! Control — Inegrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO") and our report dated February 17, 2021
expressed an unqualified opinion thereon.
Change in Accounting Principle
As discussed in Note | to the consolidated financial statements, effective on December 30, 2018, the Company
_changed its inethod of accounting for leases due to the adoption of Accounting Standards Coditication Topic.
Change in Accounting Principle
As discussed in Note | to the consolidated financial:statements, effective oun December 30, 2018, the Company
changed its method of accounting for leases due to the adoption af Accounting Standards Cadification Topic
842, Leases,
Basis Tor Opinion
These consolidated financial statements are the respansibility of the Company’s management, Qur responsibility is
to express an opinion on the Company's consolidated financial statements based on our audits, We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Conunission and the PCAOB,
We conducted our audits in accordance with the standards of the PCAQ@B. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to exror or trand. Qur andits included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to.error or fraud. and performing
procedures that respond to those risks. Such procedures included examining, on a tese basis, evidence regarding the
amounts and diselusures in the consolidated financial statements, Our audits also included evaluating the
accounting principles used and significant estimates made by management. as well as evaluating the overall
presentation of the consolidnted financial starements. We believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matter
The critical audit matter communicated below fs a matter arising trom the current periad audit of the consolidated
financial statements that was communicated or required to be communicated to the Audit Coumittecof the Board
of Directors and dial; (1) relates to accounts or disclosures that are wsaterial to the consolidated Financial
® vod Cn 5 . . ee 6.
woe cee we : ot 1 1 Cet) ec a 5
Case 1:22-cv-02237-SEG Document5-2_ Filed 07/05/22 Page 73 of 108
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 74 of 108
Critical Audit Matter
The critica) audit matter communicated below ts a mater arising trom the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the Audit Committee of the Board
of Directors and that: (1) relates ta accounts or disclosures that are material to the consolidated financial
statements; and (2) involved our especially challenging, subjective or complex judgnents. The communication of
critical audit matters does not alter in any way aur opinion on the consolidated financial statements, taken as a
whole, and we are oot. by communicating the critical audit matter below, providing a Sepamte opinion on the
critical audit matter or on the accounts or disclosures to which it relates,
70
4
‘
H
Lt
Uncertain Tax Position
As described in Note 14 of the consolidated financial statements the Company operates in multiple jurisdictions
and is subject to transfer pricing compliance for intercompany transactions that arc subject te audit by taxing
authorities, The resolution of these audits may span iuttiple years.
We identified the determination of uncertain tax positions related to transfer pricing from intercompany '
transactions as a critical audit matter, The principal considerations for owr determination included complex
judgments related to: (i) auditing assumptions applied to the interpretation of tax: laws and legal rulings in
multiple tax paying jurisdictions, (ii) cletennining whether a wansfer pricing tax position’s technical merits are
more-likely-than-not to be sustained when measuring the amount of tx benefits tal qualifies for recognition,
Gif) assessing whether intercompany transactions are based op the ann's length standard that may produce a
range of arm’s length outcomes, and (iv) assessing the adjustments lo the Hability for unrecognized tax benefits
associated with tax settlements or agreements. Auditing these elements involved especially subjective auditor
judgment and an increased level of audit effori, including involvement of personne! with specialized skills and
knowledge.
~ The primary procedures we performed to address this-critical audjt matterincluded: ,
e Assessing the design and implementation and lusting operating efectiveness of certain controls over
the recognition and measurement of uncertain (ax positions related io transter pricing.
* Utilizing Personnel with specialized knowledge and skill in taxation to evaluate the appropriateness of
management’ 's methods and assumptions used to estitnate uncertain tax positions related to transfer
pricing by: (i) verifying our understanding of the relevant facts by reading the Company's
correspondence with the relevant tax authorities and third. “party advice obtained by the Company, (ii)
evaluating the reasonableness of technical merits, manazement's ‘judgments and assumptions and -
assessing the overall reasonableness of conclusions reached, (iii) evahiating the ranges of arm's length
outcomes.and pricing conclusions reached within management’s transfer pricing studies, and (iv)
reviewing settiement activity or agreements with income tax authorities,
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 75 of 108
‘
e Utilizing personnel with specialized knowledge and skill in taxation to evaluate the appropriateness of
management's methods and assumptions used to estimate uncertain tax jositions related to trausfer
pricing by: (i) verifying our understanding af the relevant facts by reading the Company's
correspondence with the relevant tax anthorities and third-party advice obtained by the Company, (ii)
evaluating the reasonableness of techsical merits, mausgemeut’s judgments and assutnptions and
assessing the overall reasonableness of conclusions reached, (iii) evaluating the ranges of arm’s Jength
outcomes and pricing conclusions reached within management's Wansfeq pricing studies, and (i¥)
reviewing settlement activity or agreements with income tax authorities. . \
/sf BDO USA. LLP
We have served as the Company's auditor since 1984.
New York, NY
February 17, 2021
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and Board of Directors
Henry Schein, Inc,
Melville} NY :
Oplulon on Internal Control over Financial Reporting
We have audited Henry Schein, Inc.’s (the "Cu:mpany’s") internal control over financial reporting as of December
26, 2020, based on criteria established in feral Control ~ Integrated Framework (20/3) issued by the Committee
of Sponsoring Organizations of the Treadway Coinmission (the “COSO criteria"). Ja our opinion, the Company
maiotained, in all material respects, effective internal control over financial reporting as of December 26, 2020,
based on the COSO criteria.
We also have audited. in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (*PCAOB"), the consolidated balance sltects of the Company as of December 26. 2020 and
Decetuber 28, 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity,
and cash flows tor each of the three years in the period ended December 26, 2020, and the related notes and
schedule and our report dated February 17, 2021 expressed an unqualified opinian thereon.
Basis for Opinion j
The Company’s management is responsible for maintaining effective internal contol over financial reporting and
for its assessment-of the effectiveness of intemal contra! over financial reporting. included in the accompanying
“Stem 9A, Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on ouraudit. We area public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB. :
ane eee ee wren ee tee ete at mea mepeyereny meyietes pe ares
with U.S. federal securities laws and the applicable niles and regulations of he Securities and Exchange —
Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the staudards of the PCAOB.
Those standards require that we plan and perfonn the audit to obtain reasonably: assurance about whether effective
internal contro! over financial reporting was maintained in all material respects. Our audit inctuded obtaining an
_ understanding of intenral control over financial reporting. assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of interiial comrol based on the-assessed risk, Our
audit also included performing such other procedures as we considered necessary in the. circumstances; We believe
that our audit provides a reasonable basis for our apinion. ‘
Deflnition and Limitations of Interanl Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the. reliability of financial reporting and the preparation of financial statcrhents for external purposes in
accordance with generally accepted accounting pri inciples. A company’s intemal contro] over financial reporting
includes those policies and procedures that (1) penain to the maintenance af records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the conrpany; (2) provide reasonable
‘assurance that transactions are récorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expendilures of the company are being made
only in accordance with authorizations.of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely deicetion of unauthorized acquisition, use, or disposition of the
company’s assets that could-have a material effect on the Fnaucial statements.
Because of its inherent limitations, intemal control over financial reparting vnay not prevent or detect
misstatements, Also, projections of any evaluation of cilecliveness to filure periods are subject to the risk that
controls may become inadequate because of chunges in conditions. ar that the dagree of compliance with the
policies or procedures may deteriorate.
‘sf BDO USA, LLP
New York, NY
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 76 of 108
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22
EXHIBIT 4
Page 77 of 108
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 78 of 108
ATTACHMENT TO PLAINTIFF’S ORIGINAL COMPLAINT
EXCERPTS FROM THE 2018 AND 2019: LINX 10K REPORTS
Source: https://sec.report/C11K/0001301787
Exhibit 4 - Reference 336: Page 115 of 101
‘36, Under §404(a) of the SOX Act, BlueLinx ts required to antublly report on BlueLinx’s own
assessment of the effectiveness of its controls,
|
|
Year 2018
FR OSS RP WK As
Ticker: BX
be Changes in Intemal Control Daring dhe tires months ended December 29, 2018, we clid non aiak
ay iad ae 4a Postgres igen eo
1 4
aa NAL Ae MES ij ACCOUNTANTS ON ACCOUNTING UND A SCH RIE None MT SAL ‘
Vie HITEM 9. CILLNGES INAND DISAGREEMENTS WITH ACCOUNTANTS ON. ACCOUNTING UND FL reason DISCLOSURE None TEND YA,
ate sclosutte Coatrofs nnd Progedueys Que maascement. wietadary ovr ol Psegnive ce Fa hiet Financia Iter ‘ ‘
4, © CONTROLS AND PROCKDURESDN «] a fs AP i ce: fads is oil dl Chivl Fis 1 Offi
oe A . ' : > tpt os.
“ep Jad eval of tard controls and peocedunns, which have hen designed te gertait us hereon’, mocese, amurautize and report. within tine ,
} Derinds spevidiéd by the SEC's rufes and fosins, infomudtion requized 4 be disclosed, Qurmanageinea, including our Uhief Eavcutive Officer std Chiet Fisenedal ; |
%, | Ollicer, cansluded tliat ths controlsaid procedures were eflvetive as of Deeersber 29. 2078. te etstre Lit aneterial iaforumtion.seny aecbnitlated and Heated H ~7
© | We cur tiuicagement. inehuding our Chfof ExevuGve Officer mid Chief Financia! Oflicer, as appropriale tn allow timely loeisi dingy reqquinedl disct 7
Ferdi ree
sany changes in vie Riternal conteo) over fivanefal yepontag thar
a t bidiions, of Ihat the degres of vompliance with His polici
finandiat reporting as of December 29, 2018 sin, 1g lhe Sriteria issued by the.€ Sostunetter Oe
ri 2013 Internat ‘Control-Integrated Fninework: Based on tho! evaluation, man
Deeernber 2. 2aiK. On Apa 13, 2018, we nequited Cedar Creck Holdin:
i Pi 1 linology systems ond other cormponynss ef internal coatnals ves Lio
| able fo inainiain sufictent conirata over the substantive results of Uinaneial posting of Vedar.C aad its sybsidiare
Vt lining of the integration. ibe internal controls over Rinancial cepeniing of Cedar Creek have been excluded from sienage
deen Lnentowar Gesontal peinnetina seeded gtd setite JO C27 eshte reser es Ah Peco the ee US ng AD teal S28" eal,
\
Spontaring Qnevizulina off
agement bel
Ip. aba
ry
jal reporting, ofthe veh
“4 ” at 2 * . - .
E year then ended. The effoctivensss of ovr internal control over [nancial reporting 25 af December 29, 2015, has been at
+l imernal enewrof avec tinancial reparting is set forth below,
fs | 70
Lim.
Year 2019
| register public azcoumning firm whieh ws audited ony Consolidated Finaneinl Statements fier the year ended Deccuer 29, 2018. DO, USA, LLP 's repost on our,
| have Tatly affected, or ane bly Hkely to hy affect, our intemal couirel over financial eeporting, Management ‘s Antal Report an Internal
* — , Control Over FF fai Reportlog Marg is responsibly for establishing aud susinrsining ac internal comrol over Ginaucial ceporting, aa suchtonmis 4
} Mefiined in Rates‘ 3osh Soh and Lsd-$5{) anderthe Securities Hxchange Act of 1934. Our intensal content mee tind reponlng-i dito provide.r b i
4 ding. thro teliabiiity or TF] pod. the pivparativn pf finangial statenatuts fos esternal purposes in accordance with accounting principles '
a gericrally accepted inthe United States of Aunerics, Because of tts:interene timitaiions, iateraal control over fimuredal reporting, avy! nor prevent or detect
id Projectivns of any evaluation of effect te ature periods ave subject 10 the risk rial courts sayy beconse inaleyquute bevapse of changes in
may.dél Mi tcomhicted an evalvation of the electivensss of aus. intemal cuntrobover /
thie Tee ad ieny Commistion . COR") in Ite
bined hoysiness, We
x. but because of the size, complexity and
insut’s assessinent of the Compony'sintétnal” *
eaeneaninesnd pet baenmremnct ela tvpemenbin cd
hited by BDO USA, CLE, ae igdependeat |
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 79 of 108
secacyrmnge teen
CME RP sare aL
Ticker: GS
EE
we ITEM DA,
ITEMS. CHANGES IN AND DISAGREEMENTS WITIL ACCOUNTANTS QN ACCOUNTING AND FINAN CEAL DEISCLOSGRE No: ’
{j CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our snanagemwent, including our Chief Exdoutive. Oblicer and Chef Fingucial Oflcer, }
perfanned on evaluation, a3 of the ead of the petiod covered by this repent, of our disclosure vontsols and provedtures, 1 hich have ° bees designed w permits io i
rerord, procyss. suunmarize, and report, within time periods gpecified by the SEC's rules ail ferns, infoniatt required te be disclosed, Our ig «
inchuliug oor Chies Executive Officer and Chief Financia) Oiicer, concluded that the controls and procentures were sffective as of Deceisber 28, 2019, fon ensure of I
that tnateria i) ion twas Hated and iwated (0 our ema, including cur Chicd Eawwutive ONjeze and Chief Pinausial Olticer, as t.
¥ tly Hee muntiss ended Devernher 28, 2019, other than l.
“
Para
+ | appropriate; to allow finely decisions repunting required sisclaaure, Changes ity interns 1 Contrut uz
as described below, we did not make any changes in ate juternal coutrol over financial report have aaterully
4 affect, our iniesuat cantcol o over Haancial reporting, Management’s Annual Report on internal Cuntiol Over Financial Reporting Manag is resp
for establishing aad nuit fequate intemal control aver fitaneial repusting. os such tera is efined in Rules 13 U0 and USd-L Sf} aulee tho Securities
Exchange Act of 1934. Oar intemal centro] over finangial reporting is tesigned to provide reasons ag the elisbility of financial reporting and
1 the prep af ul stat Ls for external purp in accordaace wilh neconuting priaviplys genemliy sccepjad in the United States of Aniericu, Beenise
“et of ita inberen limitations, interant contra over financial repouing way not ptreveut oy deuant ulisstatemeata. Projections of. any evahistion of erivctiveness fo future
| periods are subject to lhe risk that controls may became itintequite because of changes in coidilions, or that thy degree of counpliance wilh to polivies may
deteriorate.
On April 13, 2018, we acquired Cedar Creek Hold BS. Inc. ius business combination. ACihe end of Ascat 2019, we eoinptoted ile process of *hutegrating the or
tod, oc are reasonably likely to inatorially
ie, wt
S nSsUrinee fer:
i
policies, processes, information webnology systems, and other components of internal cont aver financial repaning of the bined |
a assessunent of our interna) control over Financial reporiing for the Hiseal year 2019 includes the intenial cosuel os er fia ial reporting of Cedar Creek, :
Manag ducted an yvatuation ofthe etTecti of our Intental control aver Anancial reporting as of Oeevinber 25, 2010, using the criteria issue: ey ihe hi s
ites Of Sy ing Organizations of thy Treadway Careunissinn (°COSO) oy the F003. luternat Coclal-fateg:ated Frametwerk, Ussed on that evaluation” “fH
Lihaliuscan Heer sae witaenol mntent 8 t a wet Dancers 18 20 . nas
Sate
oA Sd
Ticker; OMS
fate me FM NTs pair vee tiara ref a
4 deleriorte. a
OnAprill 13, 2018, we acquired Cedar Creek Holdings, tne. inn business combiuatlun, At the cud of fiscal 2019, we completed the process of integcaling the ‘ a
‘| policies, p es, inf ion echdology systems, and ollie compenenis of ioternal control over lingoc#l repornint: of the J busi NLinag v3 ™
+ | Ossessmeat a af our inteceal contol over financial reporting for the fiseal year.2019 inelides the internal contol over fuaacial feponing of Cedar Creek. ,
Manag ficted an evaluation of the effecii ef our interna? contre] over tiaanciat reposting a7 of December 28, 2019. using the criteria issued by the at” a“
Ce itlee of Sp ing Organizations of tle Treadway Camunission (MCS 0") in the 2013 Intern Contal-titegrated Framework, Based ou thatevalnarion, 38s
| anAdingement heliaves that our inteataf'vantrol over finsucial reporing was elective as of December 2, 2019. ‘ t ;
The ellicctiswiess of cur intenxil control over finaucial reporting as af Decvmnber 28, 29 has been watited by UDO,USA, LEP. an independent Topistered public a !
_4 accounting finn, which also audited our Consolidated Financial Statements foi the yea vided Deceniber 28, 2019. ADO. USA, LLLP’s,teport on our mera! . !
contro] ower dinuitcial reporting is 6u1 fart below. 1
i 64 3]
Exhibit 4 - Reference 338; Page 116 of 407
338. Under §302 of the SOX Act, BlucLinx’s corporate officer must (among other things)
accept responsibility (as evidenced by individual signatures) for the content of Interface’s annual
§404(a) report. The CEO and CFO must personally certify the cohtent of the reports filed with
the SEC and the procedures established by the issuer to report disclosures and prepare financial
statements.
Year 2018
Case 1:22-cv-02237-SEG
Document 5-2
* 4 Pursuant to the reguinknents of Svetiun. 13 of, 18) of the Secucitivs Exchusge Act af 1934, dhe nepistent lees duly: em
* j undetsigned, Wicreunto duly-nuthivrized.
THucl iis Holdings Inc.
Filed 07/05/22
Page 80 of 108
Tickor: BXC
¥ ae
iz.
(Repisuant)
{Iv fet Mitchell Dy
Lovis Mitchell B,
Lewis Prenident and Chief Executive
Officer ‘
H Darer'March.13, 2019 ,
+} Pursttant to.the requirements of the Securities Exchange Act of 1934, this aepast lins been signed below by the (ollowing persons on bylislfof the registaat and in the *
capacities ahd on the dates indicated. ! :
. Signa. Capacity Date
‘ Nan ee _
seu this report lo be ¢igned’on its beluilf by. the
Nyy
Ar Sree me poe oe;
«
on et
ft Mifehell , Lewis
Sot Mich B. Leite
is Susan C, O'Farvell
Suna 6, O'Farrell
Presiicnl, Chicf Exooutive Oftiver, and Dinvcur.
Seulos View President, Chief Financial Offices, Tre:
(Wringipat Acevaniing Oulicers
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Morcht 11, 2019
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{ , f Kim S, Femnybresque
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Karl K-Ceandam
1 A! Donicis DiNapoli
Dominic DiNapoli
fe! Alana H. Schamacber
Alon #1. Schumacher
A J, David Sigh
4: David South
} 89 External Resoureas:
Chainnan
Diveisr
Dircetor
Dirdctor *
Dirvcuss
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Marchi 1), 2nd
Marcel 13. 2049
Mlerelt 14, 2019
Case 1:22-cv-02237-SEG Document5-2_ Filed 07/05/22 Page 81 of 108
2018 Certification of Mitchell B. Lewis, Chicf Exccutive Officer, pursuant to Section 302 of the
Sarbanes: Oxley / Act of 2002 |
ee EER LOPE TT) B83
at Ticker 8X6 bel
i fi.
earn Dre ats pee
RXLII ILS
{ CEKLIFICATION. REQUIRED LY RULE 133-44(9) OR RULE Ista dto) OF TK SRCURETES EXCHANGE ACU OF 193d
A; Mulérbelt LL Lewb certify that;
(1) Chave reviewed fis sane seport ont Furm TOK of DizrLing Holdings Ines
| Q) Based on uny knowledge, this report does not comals ony usite sistent Of n enstertal Get or ontit ty state a uta i
I the tircumstanres under. whieh such statensents Were inade, now tnigheading with retpect io the petlad catered ig ide rep fi
i 0} Tas any knowledge, tie financial slatemtols. mul other financial tafonwation inched in this repost, faislye pteaent iu all uxatesial respetts wie finsncio) coaitizlon, revnlr af,
| operations aud ‘cash Daws of the registrant as of, an fur, the periods prevented in this iepeat;
i
4
H pecessary ly yoke the siatemenw' made, in tight of
(4) Tho regisimapr's other venllyinig oifleer(s] ond 1 one respinalbte for estahltshlag and insintsining disclosure contats and prcedares (as defied bi Rachange aad Lunes 352-1 5{e)
aus CSch L5{0}} and interne! contol over Aruiclal reporting (us vetlel In Exctiange Avt Rules 139-15¢9) aiid 150-1 Cor ghuunt nud have;
"| a Designed sw ldisclosune tomtrols aud provers, of caused much dice hese cunteuls anid prrtedstes to be designed under our supeavision, ny vtiny that voatertal
‘ i Hoa rélating to tee regi i 6 Hs cansoiieditad subsmtiages, fy wads knawa to us by others wi iia those entines, panicularly Waring the period Jn *
Which this repost is betug prepared;
b Detigaed £ fch itvental contre) ovve financial reparung ot caused tis intereal Comte over Fransial repanting 14 desigucd vader our wipervision, to provide
. selsoniblé assomace ngandiliag ihe retinbiflry af financial roperting and the prepuarstions uf finarcist smteterats tof extence) pany Ina with gi ill
: ‘weified scvomiing prlucipter: :
Bvahond tho eOivtiveness of the registrant's ditelo sure coninuh aad procedures anil phecetited ig thie eopost one Constusions ayaat the efitciivenesy of tht dinloaire _
i controls aod procedures, as of tke ord Of the period covered by this repent based en sich evsheaneny, and yet
| U, . Viselised in this repo eny change iu the cegistrant’s Inteseal coutrul ovyr Gaancial reporting that occurred during the tepwput's mast recent focal quarter (th?
rogistinal's fourch (sent qeamer in the case of on onivaal report) that has margcially afore, of bs ceaconsbly liely wo imrerially alfect, the regismaut's laters fn 0
‘ over dingneial reportag, and rl §
You) Gh The regiimanv’s aulter cenifiug officent) and Have'disclossd, avalon nur niet teat ecstuadaa uf incental costnd uverfinaicfat reposting, to Wie replsimne’s audiidreagd | 4
my . * , + ee .
al
[ ' [taken ox Bac Ay fee
. : fo nately aifecs das Tealouants lutemst cour ft
ie over fimanciat reponing: oot _
>) GS) The registmor’y ober centiying offiver(s) and Thave disclose, based on ont atent recent evaluation of inrensal canitol over finagcial eepestlng, in the regiemnns’s apditors and
os We suult connelney of tbe repiswrans's boord of Uinveters (or persons perfornuiny dis eypivaleut functions): 1 oa
‘ a. All signiflcant deficleacica soy inalerial wenknessce Inthe design ox spemilon of intemal couto) over dinaneial repariing whict ase reasonably tlkely to ouversty ‘
effect ube regiueant’s ability to record, process, summarize and report thesia Infusion; and
4 b. Avy fraud, whetlicr ar oot muterial, thal Lavalves cieangeinem Ut ber employer who lurve 4 slpnifieast cof in the regiitrar‘y intemal enatenl ever Anancial
feporting, .
‘ ‘ Ps
, | Mah 13.2019 et
} ' fs Mitchel! B, Lewis
1 Mitchsit i. Lewis *
i - Bluch ins Uoltings Ine -
. Chief Excuse Officer
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 82 of 108
2018 Certification of Susan C. O’Farrell, Chief Financial Officer and ‘Treasurer, pursuant to
_Section 302 of the Sarbanes-Ox xley Act of 2002 -
reas
ee at + -
intel “ ‘
os
o
ae RS ee I
° of ‘Pekan BXC
ee rte Be See ene de, Dade ant Riene Sim P aitod
‘ - "yatdbiratd
. GHUTIFICATION REQUIRED MY NULY 1341 dfs) OF RULE LS gay OF THE SECURITIES ENCHANGH ACU OF 19394
‘ LSman G O'Farrell eeatify.rhats :
(1) Ttawe coviewed thls conual apert oa Fors (0-K oC Rigel tnx Holdings tue,
‘ (2) Hasal on my knowledge, this report does not Raulafo any un{ele satessent of a imagers) fact oF Omnit ey stale a sngterial thee
nA the circumstances uncer which such sotenrents Were thidy, not ¢
13) Based ou my‘ Smowiedge, the fusnctal stareaasus, and ether finaaciat intarmanen In
i chided a Ultty coponn, talsly present in m
; Operfions and cath Mowe of the regiurent os of, uxd for, the periads presered in thi
steailing Will respect [ee Ibe pedlod covered by tals seperg
revesisary To make the sthtenunts unde, by ght of
L nixterias respects the fnnancinl coudision, rrevils.ot"
|
!
dures (35 delined in Exetng: Act Rotes, 13-1He)
i (4) The registrants other certifying oMicers) and late néspansitte for ishisig nnd mahaainins diss] counts auatl y
% and 14-13 (offaid intemal canted ove oanclat Teporting {15 defired in Exchange Act Roles 1Ja-1 2) and (St 121g she
:
a. pnd auch isch 1 pectednres, ar caused such disclosyre controls said pipcediies to Se stesiga
asd onder our supervision. to evsure ttrat mater!
* town
se ecyistruntend have;
‘ whleb dds report b beiug preparnt ‘
b, Designed such inten? canrol over financial reporting. or ennscd such inseinal comrade ge lienei il separa, id
fecsonable asyvumirece regard ing, the relisbitisy of fie paki if
‘ adcepied accountiug principles;
} ce. fvaliued Uweffectivencss of the mplstrant’s dieclosure con:cols sil prrceshires aed preieaied in this repar ose conch hong abaond Ure effectiveness of the dixclogure,
contrals and procedures, a3 Of the cad of Whe period covuredt by its repeat based va shel evaluation: and
$- d. Disclosed fa this report any chyage in thy registrant's intemal caval oves flunnclal reporting thet necy tee
t
‘
,
Infanration reLuing in the rel Lactating its titated subsidiaries, is neubs Sern te 0s by’ athers within Wise entilies, paviculsily dosing the peried in { ‘
| |
h
'
fies we financial statenset for uxverral Pittpases in dccanlance with generlly
be eaiguent wider ous supecviston, to provide
i tepistman’’s fouth decal ener inthe case of an anneal repon)
+ aver floxacinl reporting: adr road
vo sy) GS) The regbirua’s other catifying osfiect(s) and [have disclosed, bared on our inosy eucent eviction of iileral coal uve | Kiranciat reporting, to the regia saudi und 5 _
. '
mane =“ ee = Tr eee i)
+ . . cot tee 4 ate a u
> x " « : [a Pcker: YXC
. WSS
hetnay stenlly alfeer, the registcant’s nena contro)
fiuucial repwiting. 6 the registrar's suditora and
sl cuntral over financial epurtitz whieh are reaseahly Hkely to advenely
O'Farrell
* togkserane’s ferurths fiscal spaarive in they case Of an danwedd ipod) that has matedally atferued, Geis renga} yr eo
. ¢ over financiel reporting; end |
oe SD The regiariar's orbit. centifflag Ofttedr(s) and have alselosed, batet on our ACE evaluation af mlent ceawel oer
' the vudis eooembrce of the registrant's band of directors (or persons 5 yaivateas func - i
t AU syidienns dofktieccies and ial walk is the desi ar ovepation oF iver:
{ |, aiféct Ure regastracr’s ability to record, provesssmeumazizy aad Sqvt financial intesmateey, and
I Any fond, Whedker of net reaterhd, tha iovnlves neanagernent nv wiles enspluyess whd lowe a sigatttreact rate i
repexting, i
|
. Maccb 13,2019 |
: i . asf Stisiin, &
4 Suan Gs Q*Fanell
' i istuel San t
it Sentar Vieg I
Let Lnasma 1
2018 Certification of Mitchell B. Lewis, Chief Exccutive 0 fficer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |
tings Ie.
sortie, Chief Pinaacial Offices, aod
me re
7
Filed 07/05/22 Page 83 of 108
Case 1:22-cv-02237-SEG Document 5-2
rs! MERE SATE
tagiaitt 22
! CE ;
Theory Bxe i hr i
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ay
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2018 Certification of Susan C. O’ Farell, Chief Financial Office:
Mareh 13, 2019 By:
27] Exbthit 324
BLUFLINX HOLDINGS INC.CERTIFICATION PURSUANT T018 Ui
SARDANES-OXLEY ACT OF 2002
In connection with the unnual report of BlueLing Holdiugs fac. (the "Compuny”) ou Porn 12+K lor the year ending ]
States Securities and Exchange Commission on the date heresf (the “Report'), [, Mitchell B. Lewis, Chief Exveutive
pursuant ia 88 U.S.C, 1350, as adopted pusstant lo Section 906 of he Surbkanes-Oxtey Act of 2002, dat:
. SECTION LISUAS AUOETED P
Saeat
roan
URSUANT TOSECTION 906 OF THE
Pecorihes 29, 2018, us filed with the United
Onjicur of the Campany, do hereby certify,
(i) The Report fully complies with the requireanents of Section 13(a) of 15(d) of thy Securities Exchange Act of 1924. as amended; ginl
Q) The information contuhicd in the Repost fhisly prescuts, ia all toxtcrind respects, the finuncial contnion snd results of pperstious of the Canpany.
ést Nitelell BL Less:
Nltehell JJ. Luwis
Chief Excontive Olfice
Section 906 of the Sarbancs- Oxley Act off 2002
Le
Exbibte 32.2
DLUELINX HOLDINGS INC.CERTIFICATION PURSUANT T0138 U68.C. SRCTIGN 13S0AS ADOPTED PURSUANT TOSECTION 906 OF THR
SARHANES-OXLEY ACT OF 2002
In connection onli the nnowal pepoct of BineLinx Haldiogs Inc. (Ihe "Company™} ua For [0-K for the year ez
hereby certify, pursuant fo 19 U.S.C. 1330, a5 adopted pursuins to Sectinn 908 of thy Sarbanes-Oatey Act of 2002, tet
(2) The fifieruutinn contained in the Report daily presents, ult material vespects, the finaneiisl eurnlition and result
March 13.2019 by: is! Susan ©, Q*Parsel
(1) Tho Report fully complies with the requirements of Section 13a) or 18d) ofthe Securilies Exebange Avt of 1933, as nmemdeds and
TEke Sane Re Pk
i Tiekor: BXC
ae December 29, 2018, vs filed with the United
States Securitics ond Exchange Commission ot the date hereut Whe “Repent, 1, Susan C, O'Farrell Chiel Finacial dfiicer and Treasyrer af the Comipany, do
sof uperations of the Company,
Susan! O'Farrell
Year 2019
Senior Vire Presiden .
Chief Fitancial Otte
er, an] Tressiniat
rand Treasurer, pursuant to
oe
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 : Page 84 of 108
Cesena rete oma Tare
CS Lette gee dy
Ticker; GMS
Soe perpmctae
i, Pursvant to the'requirements of Section 13 or 15tit) af Ute Securities Exelunge Act of 1934, the registeant hay duly suused this report to be signed on its bebalfby fz e +
* } the undersigned, thervunto duly authorized. fe “ ‘¢
Blueline Ueldinys ine. . we
(Registrant) . : +
By: fst Michell 1, t .t
3 Lewis Milebel
Lewis Presiduad aad Chivl Executive
OMcer
,] Date: March Li, 2020 '
yf Thirsuant (0 the requires of ihe Securities Fxolungy Act of (934, this report hos becu signed beluw by the following persons on behalfof the cegistrant aad in
«, 4 the capacities and on the dates indicated. .
"S 5 Signanuns Capaciy Date
‘s] Name .
fai Mitchell BL Lewis Yresident, Chief Dxeculive GMicer, and Director Starch 1, 2020
Mice D- Lewis
Seuior Vite Presiden. Chic Vinincst Oto. Treasurer
i Susan C, O'Farrell (Priucipal Apewuuting Offiewe) Mach 11, 2020
Suan © O'Farrell!
Tickar; GMS
SORE
March tt, 2020
Susay C, O'Farrell
AY Kim S, Ponnetuesque . Chainzs Merch th, 2020 .
Kim S. Fennsbresuc ‘
ioe ‘
éef Korel K. Cuandenia Directoy March 4, 2029 Bog
Kan) K. €zondeina 5 :
bi t
és/ Démiale DiNapoli Director Abtrch 11, 2050 b 4
Daminic DiNapoll :
i Also TL Schnauxclrer Director Manh Lf, 2020 a
Ahall. Schumacher Pos
sf §, David Smith Dirgeigy March 1h, 2020
J, David Suaith
\t 2] 73 External Resources;
2019 Certification of Mitchell B. Lewis, Chief Executive Officer, pursuant to Section 302 of the
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 85 of 108
Sarbanes-Oxley Act of 2002
Bete muta Boat
wis 34 at ‘Ticker: GMS
a " ExbIbAL Sok i s
i . } CERT ILTICATION| REQUIRED DY RULE 13a ia) OR RULK UsL-1d(a) OF THE SURTTIES UXNCUANGE AGT OF 1934 <f ‘ ,
7 L A, Nileshan.D, Lewis cectity that;
ae {J} Qurve reviewed this anuval repo ro) Foun 10K: of BlucLsnx Holdings, a
Lf tel Bored camry kriowledgert necessary lo make she statements mada, io Tight of
fee? : ponder whith i
he | 03} MBaseu an ry Innwilgey thy Fihanclal stateaumts, and otter financial informs insind pat in this repert,. t urly present in ‘alt inatesial respects the tinanejal condition, results:
os OF operalons sad cash flows ofthe repistraust 28 Hf; and fer, We periugls presesited tit shis te Fost |
a" (4) The reghssrant’s other contsYing olticor(s) rut 1 dre responsible fSc.ustablistiag an utintaining dix Josurz controls aut y pscedures (ss Setined in Exehag evan Rules 14a
: sx(efand 15d-45(0)} ated totertial cadign} aver financial repanting (aaaletined in Exchange Act Riles Mitel (9 and 1$d- Seftor the registrant and Hawes
a. Desigued ‘eych disclosure controls and procedures, orcutiard scl a fs seul proceshirgs to bo designed under our supervisi on, to sysure tint ruawerind
‘folonnation sefating tothe mepistrant, focluding its idated subsidiaries: is faade Rien tos Uy others Wibls hose entities, panitulady durigg the, period in,
Whlel: this report is being prepared; .
,
b. Designed fuch Jatenual captrol ever finanelal ceporting, or cased evel insertial centml aver financial reparong te be ‘designed under,our mpervisioy,.tp previde, re
easton reniding she FUliAb ity of linancial repling and the geepadiivn of fesanclal slotetwnss for excernd? purposes in tance with & " ally ry ef
occepled decouriting principhes; ; .
¢. Bvaluoted tit-effecriversiss of the registrant's diselmitre confiwle and prmcedtates aul presécited fis G48 report one eohelusions about the effect ofitte
dHictosnme vontrolsand progvidtres, as‘ot Oer-end of the periad coverest by this reer based on sich evaluation! and .
a, Disslosed br ihis irpen any. change ja the registrant's internal emitel over cial reporting What arcitred « the cegisicant’s most recent Mcsal quarer.( ‘
registrant's fowah'fiscal quartey in the case of in aanual report) teat has ie y atfected, or ismasnuably likely jo mnaterially affoen the segittcutt's itemal:
t contre aver-fingneist repontingy anc ‘
esef (3) The.regisiront's othercenifying otficer(s) and have disclosed, based on oxr.nest ween etaliintion af tle~ial conusl ow re
registant's-fouth, fi eat quaytes.ty the casd ofan annuat repordh that has prauceintty adic cted, 0 or iy ceazonably tike:
contol over finsiialal sepedting? and
(8) The repiturnm's other curtifyig oficer{s) and] have-disctased; liasest on our invest recent wruliaation of iinemnal coutcul over fhuuciat reporting, to the segisuam's audition |,
and the audit committee of the tegisun at's bond af directors far pesca perfonbing the pynivatent tinction): °
4, All signiticant daficloncics and material. sveakniosces in the vasips ar eperation ainernal comrol over Caancint repertiag which see reasonably Ukely to advertely ‘aad
iy yo ear afo, Une regisirant'’s Youersial
atfece the regiauamt's ablifly sa revord, process, summarize and ecport fidanvint infommtion; and . Er ‘ 4
Bb. Any. frand, whether orange ounedal. due involves ManaSNEAt ot other eruployors whe havea significant role in the segiygnnt’s hitennal conuokover fininelal “ |
© -Repontng. Bie
Sook
Marth 11,2020 4
Foy
fe? Mitehell WU. Lewis
Michell B. Lewis ‘
Mtuel. iss] Kt
Chisl Excestive Officers
Case 1:22-cv-02237-SEG Document 5-2
2019 Certification of Susan C. O’Farrell, Chicf' Financial Office
Filed 07/05/22
Page 86 of 108
rand Treasurer, pursuant to
. _ : _Section 302 of the Sarbancs- Oxley Act o of
2002
4 Tinkosz Ms |
St
eS
hs
a
sporreecieneer ererammrramn”
ea SE
t
Bxhibtt 3 2
[Sqn C. Of Farrell certlly thats’
Q) “Thaw reviewed this anuvat repod oa Foon LO-K of MyeL ins Holdiiga jues
{2) Based on ny knowledge, ihiszeport does act oppsuin ay (utruy siacenient of s tnctestal fact or orais id ssue a austerity
q ‘
CERTIFICATION REQUIRED UY RULE )32-1d{a) OR RULE LSd-1ala) OF THLE SECURTIIES » EXCHANGE ACT OF F934
“Lcessuy (oduake ihe-siabemnents und, ia tighnot ] .
ibe ¢iremusacces puder which such sturcricnos were mente, cor ntislendins sill respics te the period cavvred by div cep,
3) Based co my iotowledgy, tho financial siplements, and other finaucist Infermatioa inctaded in (ts repurt, fbely.preseet in
of operations and cas Mawes of the segistrant av of, and fisr, (he pericnls presemted hn his report;
(4) ‘The registrant's other certifying ofGccr{s) and 1 are respon
1$(¢) tod 154-15(¢)) and intemal control over fauncial reperting (os defined ia hi
a. Desigaed such disclosiize eonwols and procedures, of caused sich disclosure controls mud procedures [0 be de
ink ion nelating to the registrant, inctuating its
which this report is being prepared;
6, Designed such jatemal contol aver Gnaacia} reposting. of coused such imennsd corral oves-fiaatcial report
pr estat tis
tidated subsitiacias, 16 wade Known to os by ethers
ny aud Raum alinag dlaclosure canteols cnt tetccdins (as defined in Exchange Act Rules Ln
aye Act Rules 134-13) rad | $d Ueto the reyisteast and hive:
alt mnagriat respucis the financialeondition, resis ff
wat, }
1
,
oS
$ aed vsder wur suporviston, to ensure that material nar i
t
ing thiase ewities, padiculary dicing Ihe peciod in at
Na
r
ie le dastgnedl oiler’ uur sepervision, to providy
!
i “4 reasonable anauutice (egurding the mlisbitity of Snanciat reporting aad dhe preparation ov flaaneil atatenents fit vateuial purposes in voverdanee with nennally H '
on bocepled govouniing principles: A
a e c Gvalunted the effin of the regi 6 Aisclozure controls aud preoshires end presented fu (his teport ottr conclusions obaul the elfentivencss ofthe i
he vs contols and pr as of the end of tie period covered by thi nipon bases! an stich ewahestion; arart ie
a : Hi d. Discloseat ba this report any change bathe registiant's internal evalrol over Baancial reporting that vecttert dn 's ast reeent Decal quarter abs!
Sa segouont’s forth fiseal’quarer in the cage'of on canual repart) Meat Las inmerially eAlected, o7 is oy likely to Lront‘s Unrest" we :
ke EA control over finutneial reporabig: and ; tabs RAS
eed (5) The registrant's other contifyinug ofMices(s} and f luave disclose), Lased evant most reexsis evaluation of intemal corel over Gnanefal reporting, (4 the registrant'y auditors
f
; 3 ERS,
my tegen te
° te Fi a each UP eA MN POSER ENTE
Ticker GMS
Ec ake ta ee ae ERTS EE
contro) over financial reporting; and
ond the andis eouuuiinee of diy seppuront!'s boardof direciucs for peesous perfouding ihe equivalent (nactiows
ays a AUsigalficurrdefekencies-and Inaterial weaknestes fa the design or opvrativit of inernal conmst over financial
affect atic. zogisrrapt's abiiliry
LG. Auy frond, whether of néCnalerial, bat tavulves tnty
to revord, process, snmmndtize and report Hsaciel informations and
Wi Joven significant evh: 4
mentor viler einpluyec
registrant's. opr “Asea pater in the casv-of al unnuel sepost) hat tray materinlly.citectad, of is renvonably Ie Waly to inostially affect, the registeunt's doternal
¥ * > caverdlry sagas - x *, = . 5°. M4 2, oars Hi
ats (5) The segismunt’s otlier cevtilying wilicerts) anil have discloved, teased isn oir most recent evaldation of inemal cowtl aver Tinanetil reporting; ty the segistrant’s auditort:
O'Farrell .
seporting which are ceasousbly' Bholy to adversely
this tegistunt’s infenial conte} over Amoncil
teporting. ,
March Yt, 2020
Ad 3
Sands ff Sosa 9
iY be
tad Sasa:
cf Fr
Treasurer
Senine Vi ah Presitfew, L207 Fluancinl Ofiicer, rint
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 87 of 108
2019 Certification of Mitchell B. Lewis, Chief Executive Officer,
pursuant to Section 906 of the
“| Exbibit 32.1
“a BLUFLINX HOLDINGS INC.CERTIPICATION PORSUANT TO18 U.S.C. SECTION 138049 ADOPTED IORSUANT TOSECTION 906 OF THE
<4 SARDANES-OXLBY ACT OF 2002
«| In connection with the anal report of BlueLinx Holdings Inc. (ie “Company") o Form L@-K for the year endiuy, December 28, 2019, a3 filed with the United
1 | States Securities and Exchongo Commission on we dan: hereal tine “Repait") [Mitchel 8. Lewis, Chief Exeentivd Oliver of the Caunpany, lo hereby centify,
bat purmunnt to J8 USC, 1350, 28 adopted pursuant to Seetinn 906 of the Sarhanes-Onley Act of 2002, that:
. Qt) The Report fully complies with the requirements af $eetion 1 3(u)-or (300) of tha Securities Exchange Act of 1934, aa amended; and
\ %: (2) The infornution couviined in the Report faidy presents, in all material sespeets, detinanetat condition and results of operations of the Company.
{ah 1 Moreh 11, 2020 By: int Mitehell Ay Lewis
[e" Q ‘Mitchell &. Lewis f
i ee Chief Exvautive Officer
de |
we
ie ee eee Gh
4 Ticker: GMS
' es ha
. RUMEN RE Scr ne ECR Se:
Exhiblt 32.2
io a4 BLUELINX HOLDINGS INC.CERTOICATION PURSUANT O18 LS.C. SECTION 1350 AS ADOPTED PORSUANT TOSECTION 906 OF THE.
SARWANES-OXLEY ACT OF 2002
th connection with tho anuual repert of BlueLinx Holdings Inc. (ihe “Company on Forin 10-K far the year cading 3 Deceniber 7 28, 2019, a9 filed willt the United
States Securities and Exchange Commission oni the date hereof {ihe “Reporr”), 1, Suan C, O'Farrell, Chief Fiaancin! Officer and Treasucec of the Company, do
hereby certify, pursuant to 18 U.S.C. 1350. as udopted pucsunnt to Section 96 af the Sarbanes-Oxley Act of 2002, that:
(1) The Report tully complies with the requirements of Section 13a) or 18d) of the Securities Exchange Act of i934, us ecicnded; and
(2) The jofonnation contained fa ihe Report foitly parsents, ln all material respects, the Hinanciat condition anil renults of operations of the Company,
1 March L, 2020 By: Js Susan C, O'Fartall
’ “oe os pared
ba , Senior fee President.
beret , Chief Financial Ollicer, and Treasurer
aes '
|
. Exhibit 4 - Reference 342: Page 121 of 407
342. The objectives of the auditor, and therefore BDO USA, LLP in an audit of ICFR are to:
(1) obtain reasonable assurance about whether matcrial weaknesses exist as of the date specified
in management's assessment about the effectiveness of ICFR (as of date) and
(2) express an opinion on the'effectiveness of [CFR in a written report, and communicate with
‘management and those charged with governance, based on|the auditor's findings.
Case 1:22-cv-02237-SEG Document5-2 ‘Filed 07/05/22 Page 88 of 108
Year 2018
An nrenmye
Ticker, BKC
, lho . cu §,
1 * Yooe * ws
1
" e
4 established in farcrnal Control - btegrated Framework: (2013) issued by the Commilled af Sponsoriag Orgs
4 Treadway Conmuission (“COSO") and our report dated March 13, 2019 expressed au unytulifted opinion Ihereoa.Basls for ++
: ' “ar z
; OpinlonThese c lidated firancial stat Ns-are the wyspousidilily of tie Company's management, Our responsibility iste ~~
, REPORT.OF INDEPENDENT: REGISTERED PUBLIC ACCOUNTING FIRAL The fonrd of Directors and Stostdiolders
of BlucLinx Holdings Inc. and substiaricsMatictta, Georgin Opinion ow the Consolidated Hinancial Statements We have
audited the nccdripihiying consolidated balaricé sheels:of BlueLinx [Holdings Inc, and subsidihries (thy “Company”) as.of
{ Decémber,29, 2018 and December 30, 2017, the selated consalidated statguents of operation stad comprehensive (Joss)-income,
cash flows, and stockholders’ (delivit) equity forcach of the periads ended Decéinber 29, 2018, December, 30, 2017, and
‘| December'31, 2026; and‘tke rekued notes (collectively referred to ay ihe “consolidated Baanelal starements"), In our opinion, the
consolidated finanvial,st ents present. fairly, in alf material respects, the Finaneial position pf-the Company at Decembar 29,
2018 and December 39, 2017, and the results‘of their operations and their'cash Bows for sacl af the periods ended, December 29,
2618, Decanber 30. 2017,,and December.31.-2016, in:conionniy with accotnting principles generally accepted in the Yaited
1 States: of America. We also have audited, in accurdunce.with thy standards of the Public CoinpanyAccountiag Oversight Board
(United States) (“PCAQB"), the Company’s-interal control over finuacial reporting as of December 29, 2018, based an criteria‘
: '
izations of the i
exoress an oninian-an the Camnany’s consolidated financial statementsbased on qurandits. We are a-nublic.acconating firm
_ [ Ticker:
Treadway Commission ("COSO") and.our repert dated Marelt 14. 2019 expressed sn unqualified opinion thereon. Basis for
OpinionThese vonsolidated financial statements are the respansibility af the Company's mauagement, Our responsibility is to
express on opinion on the Company's consolidated financial stalements based on our audits. We are a public accounting firm
registered-with the PCAOB and are required to be independeut with respect ta the Goimpany in accordance with tho U.S, federal
securities Jaws and the applicable rules and regulations:of the Securities and Exchange Commission and the PCAOB. We
conducted our audita in accordance with the standards of the PCAQTD. Those stoadards require thac we plan aud perform the audit
to obtain reasanable assuiance about whether Uie consolidated financial statements are free of inaterial missiatement, whether due
to error or fraud.Our audits included performing procedures to assess the risks of material migstatement of the consalidated
financial statements, whether due to error or Jraud, and performing. procedures that respom! 1 those risks. Sueh procedures
included examining. on a test basis, evidence regarding the amounts snd disclosures in (ue consolidated Mnaacial statements. Our
.
audits also included evaluating che acconntng principles used and sigaificant estimates made:by management, as well as
evaluating the overall presentation of the consolidated linancial statements, We believe thar oir audits provide a reasonable basis
for our opinion. ; |
‘st BDO USA, LLPWe have served as the Company's auditor since 201 5. Avanta, CeargiaMarch 13.2019
37
——- = ee
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22 Page 89 of 108
!
u
ae * n .
| Integrated Framework (2013) issued by the Cotiunittce of Sponsoring Organizations of the'T ceadway Comunission (the “COSO
ob
1 the effectiveness of internal control over financial reporting, included in the accompanying Irem YA, “Management's Report on '~~f-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER
FINANCIAL REPORTINGThe Bonrd of Dircetors and StockholdersBlucLinx Hallingy Inc, and subsidiaricsMarietto,
Grorgia Opinion on Internal Control over Financial Reporting We have-audited BiueLinx! Maldings Inc. and subsidiaries’ (the
“Company”) intemal control over Snancial reporting as of December 29, 2018, based on criletia established in ternal Cantrol -
criteria”). In our opinion, the Company maintained, in all material cespects, effective internal control over financial reporting as of
December 29, 2018. based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sltects of the Company as of December 29,
2018 and December 30, 2017, the related consolidated: statentents of operations and comprehensive (loss) income, cash Mows and
stockholders’ (deficit) equity,for each of the periods ended December 29, 2018; Decefaber 30) 2017 and December.31, 2016, and, t
the related notes and our report dated March 13, 2019 expressed an unqualified opinion thergon.Basls for OpinionThe 4
Company's management is responsible for inaintainiie etfective internal control over financial reporting and for its assessment 6f°
} Internal Control over Financial Reporting”. Ouryesponsibilily is to exptess an opinion on the Company's intemal control over
nema)
4 Assurance about whether effective items) control over financial reporting was maintained in allapaterial cespeets. Our audit 4:
teh
s. ‘Documents
Fotihs Alerts > = wo, licker: BXC
+
ay!
oes SIP NSLS aa a Daa eee COE Oa cay) ei ein a ecir nk Al prea.
; E
2018 and December 30, 2017, the related consolidated statements of operations and comprebensive (lass)-income, ensh flows and fF) 1
{ stockholders’ (deficit) equity,for each of (he periods ended December 29, 2018, December 30, 2017 ond December 31, 2016, and :
the relited notes and our report dated March 13, 2019 expressed an unqualified opinion thereon Basis for OpintonThe
Company’s management is responsible for maintaining effective internal control over Gnancial reporting and for its assessineat of “4
the-effectiveness of intemal control over financial reporting, included iu the accompanying Item 9A. "Management’s Report on t
loternal Control over Financial Reporting”. Our tespansihility is 19 express au opinion an the|/Company’s inteenal control over '
financial reporting based on aur audit, We are a public acesunting liriti registered with the PGAOH and are required.to be .,
independent with respect to the Company in accordance with U.S. Federal securities laws audithe applicable rules and regulations |, ;
of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting 4 4)
in accordance with the standards of the PCAOD. Those standards require that we plan and perform the-audit to obtain reasonable .
. ra . a : ~ , . + aoe . =f
included obtaining an understanding of internal cantrol over linancial reporting. assessing the risk that a material weakness exists:
and testing and evaluating the design and operating effectiveness of internal contro! based onuhe assessed risk. Our audit also;
included pertonning such other procedures'as we'cansidered necessary in the circumstances. \Ve believe that our audit provides 3.
reasonable basis for our opinion.As indicated in dhe accompanying Item 9A. Management's Report ov Internal Control over an
Case 1:22-cv-02237-SEG Document 5-2
Filed 07/05/22 ~-Page 90 of 108
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included performing such other procedures'as we idered necessary in the cireunstainces. We believe that our audit provides a H
' reasonable basis for our opinion. As.indicated in the accompanying Lem 9A, Management's Report on Internal Control over J
financial reporting of the Company also did nodinclude an evaluation of theinteraal contro over financial reporting of Cedar rw panm ;
and vesting and cvaluaung the design and operating effectiveness of intenral cont! based a an the assessed risk. Our audit also
Financial Reporting”, management's:assessment of and conclusion on the effectiveness of internal control over Hnancial reporting
did not include the internal controls of Cedar Creek Uoldings, Inc. (“Cedar Greek") which was acquired on April 13, 2018, and if
which is included in consolidated balance slicets of the Company as of December 29. 2018, and the related consolidated
stitemeuts of operations and comprehensive (lass) income . cash Nows, and stockholders’ (ce fieit) equity, for the year tenended. | ,.
Cedar Creck constituted 49.8% of total assets as of December 29, 2018, ancl 35.7% and 5.2% of revenues and net loss,
respectively, for the year then ended, Management did not assess the effectiveness of internal vontral over financial reporting of :
Cedar Creek because of the timing of the acquisition which was completed on April 13. 2018.1 Our audit of internal control over.
Creck.Deflnition and Limitations of Internal Control over-Financiat ReportingA company’s internal control over financial
reporting is a‘process designed to provide reasonable assurance segarding the reliability of finaveial reporting and the preparation
of financial statements for extemal purposes in accordance with generally accepted accountin g principles. A company's internal
control over financial reporting includes those policies and procedures that (1) perfain to the ihaintenanee of cecords that, iti
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} seasonable assurance that {ransactions are recorded as necessicy to permit preparation of Anancial statements in accordance svith
generally-accepted ing principles, and that receipts and expenditures of the campany are being made only in accordanée
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with authorizations of gs and dircetars of the company; and (3) provide reasonable Assurance regacding prevention or a
timely detection of unauthorized acquisition, usc, or disposition of Ihe company's assets that could have a material effect on de
financial statements.
71
Bevause of its inherent limitations, iuernal control over financial reporting may nel prevent oF detect misstatements, Also.
projections of' any cval of effectiveness to future periods are subject to thy risk that coutivls may became inadequate
because of changes in conditions, or that the degree of compliance with the policies as peocedures nay deteriorate.
/s/ BDO'USA, LLP Atlan, GeorgioMarch 13, 2019 '
Year 2019
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 91 of 108
Board of Diruetors and
_| Stockholders of BlueLinx Holdings Inc. ond subsidtoricaMarietto, Georgin Opinion onjthe Consolidated Financial
“! Stntements We have audited the accompanying consolidated balance sheals-of BlneLinx Holdings Inc, and subsidiactes (the
:| “Company") as.of December 28, 2019 and December 29, 2018, the-cclated cunsotidated statements'of operations and
: Comprehensive loss, cash flows, and stockholders" deficit for the years then ended, and the related notes (collectively referred 10
1 as.the “consolidated fiaancial statements"). In our opinion, the consolidated tinancial stitements present fairly. in all material
. respects, the financial position‘of the Company at December 28, 2019 and December 29, 2018, and the resules oftheir
operations and their cash Mows tor the,years then ended, in conformity with accounting principles generally accepted in the
4 United States of America.We also have audited, in accordance with the standards of the Public Company Accounting Oversight’
Board (United States} (“PCAOB”), the C ompany" 5 intemal control over financial reporting as of December 28, 2019. based on
critesia established in Jurernal Contial - Diteg: rated Framework (2013) issued by the Canmniltee of Sponsoring Organizations of
the Treadway Conunission (“COSO") ant our report dated March 11, 2020 expressed au wigqualified opinion thereon, Basis for 1
“x] OpinionThese consolidated financial statements are the responsibility of the Gampany's management. Our responsibility Is to ry he sid
1. 4 express an opinion on te Company’s consolidated finanezal statements based on Queaudits | We are a public accouating firm r
fs ** | repistered with the PCAOB and are required to he independent wath respect to the Compouy in accordance will the U.S, federal f
4
| securities lows and the applicable miles and regulations of Ihe Securities and Fxchange Commission and the PCAQB.We
conducted our audits in accordance with the standards of the PCAOB, Thase standards roquitre tial we plan and perform the
ah ondit.ta.olitain.casconshieasarance shoutubethectheconcabidated Gaareioletaronents ay fren nya teri an abs Stnley ebb aenneienhe coceen
Ticker GMS
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States)" CBCAOB h ihe Company's fiternal conti ol over financial reporting as of TSeconiber ois See
} criteria established in Internal Conmal - Integrated Framework (20) 3) issued bythe Committee of Sponsoring Onzanizations of"
} § the Treadway Commission (“COSO’) and our report dated Marelt 11, 2020 expressed anwiigualified opition tliereon.Basts for
fp. 4 OpinionThese consolidated financial statements are the responsibility of the Company's inanagement. Our responsibility is to
i
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<4 eNpress an opinion on,the Company's consolidated liuancial statements based.on-aur audits] We are a public. accounting ditm
*. 4 registered with the PCAOB and are required to be independent with respect lo Ue. Company ii accordance with the U.S. federal
4 securkties lass and the appticable:niles and regulations of the Securities and Exchange Commission and the PCAOB.We
4 conducted our oudits in accordance with the.standards of the BCAQH, Thoge standards require that we plan and perfony the
audit to oblain reasonable agsurance about wlicther the consolidated financial statenienis are free of material uiisstatement
whether due to error or fraud.Our audits included perforning pracedures to assess the cisks Of material misstatement of-the
consolidated financial statements, whether due to error or fraud, and performing proceduresithar respond ta these risks. Such
a Sef procedures included examining, on a test basis, evidence regarding the amounts aad disclosures in the consolidated financial
sf statements, Our audits also inchided evaluating the accounting pringiples used and significant estimates made by mnimagenrent,
as Well as evaluating the overall presentation of the consolidated financial statements, We believe thal our-audits providea
‘ reasonable basis for our opinion,
» * 3 /s/ BDO USA, LLPWe have served as the Coinpany's-auditor since 2015, Atlanta, GeargiaMarely 11. 2020
writ 33
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 . Page 92 of 108
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REPORT: OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Roard af Directors and
StockholdersBlucLinx Holdings Inc. and subsidiariesMarictta, Georgia Opinion on Interual Control over Finantiol
J Reporting Vo have audited BlueLinx Holdings Inc, and-subsidiaries’ (the “Company”) i internal cantrol over financial reporting
‘| as of December 28. 2019, based on criteria established in Jiterna? Control - hiterrated Franjewurk (20/3) issued by the -
*) Commitee of Sponsoring Organizations of the Treadway Commissian (the “COS criteria’). hi-uur epinian, the Company ‘et
.«} maintained, in all material respects, effective intemal contral over financial reporling as ot December 28, 2019, based on the
ie COSO criteria, We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
* “| (United States) (*PCAOB"), the consolidated balance sheets of the Company as of December 26, 2019 and December 29, 2018,
“| the related vonsalidated statements of operations and comprehensive loss, cash: Hows and stockhatders’ deficit, for de years
ia : “| then ended, and the refated-fotés and our report dated Maret 11, 2020 expressed an unqualified opinion thercon.Basis for
i | OphilonThe Company's management is respousibte for maintaining effective.internist contral over financial reposting and for
" | its assessinent of the effectiveness of intemal contral over Gnancial reporting, included in the accompanying Item9A,
a -] “Management’s Annual Report on Internal Control over Financial Reporting”, Our responsibility j i$ fo express an opinion on he
od
Pe -) Company's intemal control over financial reporting based on our audit, We are a public accounting Linn registered swith the r
e PCAOB and are required to be.independent with respeet to Ihe Company in accordance with 1.5, federal secucties laws and the
applicable mules and regulations of the Securities and Exchange Coumnission and the PCAOG. We canducied our audit of
r infernal control over financial reporting in accordance with the standards of the PCAOB. Thase standards require that we plan
St eeeal Rbenarss ACUTE ATF an
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; applicable rules and regulations of the Securities and Exchange Commission and the PCAQS.We conducted.our audivof
intemal controLaver financial reporting in necordance with the standards of the PCAQEH. Those standards require that we plan
H and perform theraudit t obtain reasonable assurance about whether effective nuernai contr over financial reporting was
maiutained in all material respects. Our audit included obtaining an auderstanding of interns control over finaneisl reporting.
ossessing.the'risk dat a material weakness exists, and lesling, and cs alualing the vesian and operaliriy ctlectivencss of intemal ,
[4 contral based on the assessed risk. Gur auiil also included perlormung such oiler jar cuuies as we considered necessary jo tho
circumstances. We believe that our audit provides ‘a ceasousble basis Cor aur opinion. DeGaition and Limitations of Taternal yt”
Control over Financial ReportingdA company’s internal control over finnnciel ceporting.is ii protess designed to provide ua
reasonable assurance regarding the reliability of Ginancial reporting and the preparstion of financial staments forextemal
“2] pumoses in accordance with generally accepted accounting principles. A campany’s internal control over financial reporting
} includes those-policies and procedures thot (1) pectain ta the maintenance of rscoids that ineasonshle deril, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provile reasonable assurance that transactions
are recorded'as necessary to permit preparation of Haancial statements in aecerdence swith generally aceepled vccounting
Principles, and that receipts and expenditures of the company are being made only in ae vord: wnee with authorizations of {
> * fy Management ‘and directors of the company: and (3) provide reasonable assurance reparding prevention or timely detection of ea
pea i. unauthorized acquisitivn, se, or disposition af the company’s assets that could lave a ialerial effect ba the Iinancial ts
i statements. Because of its ‘inherent linttations, internal conuel over financial reporting @ may hot prevent or detect misstatements.
emt Based watt Papa irreyt Semet tale S deyetBe a ny 7! oe
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unauthorized acquisition. use, or dispositinn of te company’s that could ave saerial cifect on vile fiaancial =
statements.Becauso of its inherent limitations, intemal contro] aver tinancial reporting aay pot prevent or detect misstatentents. i
ty
4 Also, projections of any evaluation of eflectiveness to future periods gre subyect 1a the risk diat controls may become inadequate f, ~ /
becouse of changes in conditions, or that the depree of complinnee with the policies or procedures may deteriorate.
4s! BDO USA, LLP Atlanta, GeorgiaMayeh 11, 2020
1 65
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Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 93 of 108
MBIT S
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 94 of 108:
ATTACHMENT TO PLAINTIFE’S ORIGINAL COMPLAINT
EXCERPTS FROM THE 2019 AND 2020 SPAR AND NMS 10K REPORTS
AND 10-K/A (ANNUAL REPORT AMENDED)
Source: https://see.report/C1IK/000 1004989
Exhibit 5 - Reference 361; Page 132 of 407
361. Under §404(a) of the SOX Act, SPAR is required to annually report on SPAR’s own
assessment of the effectiveness of its controls.
she
: ‘Ticker: 83GRP
{ j Management's Reporton Internal Contral Over Financial Reportivg
The Company's 2
reporting for the registrant, a8 such term is delined im Rules 13a-1S()-aad 1Sd-1$U) af the Exchange Act. Managemeny has
inl is vespousible for establishiug vad urmiataoing aduqhale intern conteot aver financial {
designed such internal control over fingavinl reparting by the Carmpany to provide reasonable asstirance regarding the reliability
of finanvinl reporting aud the preparation of consolidated financial staigarents Tor extemal purposes in riccordance with :
; ing principles generally‘accepted in the Lluited States of Antica (°ULS CUNAT!"). ' 3
to . ‘The. Compaay’s management has evalunte’ the effectiveness of the Company's internal control over Tiitucial reporting i
. t . . } péing the "Internal Control ~ Integrated Framework (2013)" created by the Committee of Sponsoring Organizations of the r
‘ § Treadway Commission (*COSO")} traniework, Based on thistevaluation, management fas concinded thar internal controls. over |. * |
+ 4 financial reporting were eflective as of December,31. 2019,
; Management's Evaluation of Disclosure Conteots and Procedures ' '
. The Company’s.cliief exccutive officer and chief Gnanciatl officer have each reviewed und eviduuated lie effectiveness; « ~
. of the Company's disclosure controls aud provedures, (as defined in Exchange Act Rules t3a-J8(e) and [5u-1S(e)) as ort “
a 2. Neeenher.3)...20L2 asreauited he Exehauee Act, Rules) a-15¢h and Ride 11-1 Sibi. Rasedl nn tliat evaluaion, the obtef
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Year 2020
Case 1:22-cv-02237-SEG =Document5-2 Filed 07/05/22 Page 95 of 108
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‘ °} Mauagement's Report oti Intetaal Control Over Financial Reporting |
a The Company’s mannyement is responsible tor esmablishing and matatiining adecaate suernal control over financial reperting for 2
1 +] Wie reyistrant, as such tennis defined in Rules (a-lS(1) snl $30-1S() al the Exchange Act. Manwtgeaint has desiZned such j
ie; 4 inlemal‘ control over financial reporting by the Company to provide reasonable assumiuce fegarding the reliability af Mnancial . _
f reporting and the preparation: of consolidated financial statements for extertal purposes in acgardance with accounting principles | .”,
. generally accepted in the United. States.of Ameries ("US GAAR") i ‘
: The Company’s.management has evaluated the ctfectivencss af the Company's internal coutrbl over financial reporting using: the
"Juternal Control = Intepgited Framework (2013)" created by the Committee of Sponsoring Organizations of the Treadway } | |
} Gormithission C'EOSO"') framework. Based ov this evaluatio’, mahsgement has conéluded {hat internal controls over Gnancial | * |
4 feporting were effective as of December 31, 2020, . :
} Manugement's'Evaluation of Disclosure Cantrols and Procedures
j
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+ The Company's chiefexccutive officer and chief fnaneial officer have acl reviewed and evaluated the effectiveness afitie’
Fa : : Yee be
“7 Company's disclosnre controls aud procedures {as defined in Exchange Act ules Ua-! Sfeland [Sd-15(c)) as of December 3177
ihc 4.2020.asteeonired hy. Exchaupe Act Rules 1da-USfbLanil Rate (Sd-LS¢h1, Rastsd vw tls evalbstion, the. chief executive aQicerand.Lod
’
Exhibit 5 - Reference 361: Page 133 of 407
363. Under §302 of the SOX Act, NMS and SPAR’s corporate officers must (among other
things) accept responsibility (as evidenced by individual signatures) for the content of Interface’s
annual §404(a) report. The CEO and CFO must personally certify the content of the reports filed
with the SEC and the procedures established by the issuer to report disclosures and prepare
financial statements.
Year 2019
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 96 of 108
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“1 caused this report lo be signed on its behalf by the midersigaed), thereunto duly wuiborieed.
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KNOW ALL THESE PERSONS BY THESE PRESENTS, that cach person whose signaire appears below constinites, 5 bay
7 Sad appoints Christiaan M, Olivier and Jamcs R, Segreto and each of them, jointly and sevetally, his attorneys-in-faet, each with) F
} full power of substitution. for him in any anv all capacities, to sign any and oll amendments to this Report on Foon 10-K. and to
file the samo, with oxhibits thereta and other documents in connection therewith, with the Securities and Exchange ene
| Commission, hereby ratifying and cunfinning allahat each said attoreys-ia-fael oe his substitate or substites, may do or cause, ee
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following persons on behalt of the Registrant and in the capacities indseatecl,
SIGNATURE
| 4? Christioan M, Olivi
Christiaan M, Olivier
Date: April I4, 2020
isf Anthur B, Dregve
Anhur B. Drogue
4 Date: April 14, 2020
Willian: H. Bartels
4 Date: April 14, 2020
| if R. Erie McCarthey
DR Bele Me Carthy cn cueee an
shane het of 1YS". this report has been sigited -helow by the f
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TITLE . ‘,
Chief Executive Officer and Director
(Principal Executive Officer)
Chainnan of ihe Board and Director
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Jeffrey A, Mayer
Date: April 14, 2020
‘ds! Arthur H, Baer
Arthur H, Baer
Date: April L4, 2020
Peter W. Brown
Date: April 14, 2020
_Panariatis, LN: Lazarelos __
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Director
Divector
Director os
Director
Director \
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 99 of 108
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Director H
e.5 Panagintis N. Lazaretos ,
«+t Date: April 14, 2020
big i ds James R. Seoreta Chief Financial Offices, ;
James R. Segreto Treasurer aud Secretacy (Princypal Vinaneial and Accounting Officer)
Date: April 14, 2020
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Year 2020
I. "sy Pursuant to the requirements of Section 13 or 1S(d) of the Securities Exchange ‘Act of 1934, the Registrant has duly : ° :
oo caused this report ro be signed on its behalf by the undersigned, thereunto duly authorized. .
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Audure appears below constitutes
KNOW ALL THESE PERSONS.BY THESE PRESENTS, that each pesiort whose!
and appoints Christiaan-M. Olivier and James K..Segreto and cach of tein, jolistly und severnlly, his alomeys-in-faet, cach-with
‘{. full power of substitution, for hint in any and all capacities, to.sign amy and ail amendments to this Report en Form,10-K, and to
‘file the same, with exhibits therclo and other, documents jn connection therewith, with the Securities and- Exchange.
}-Comiaission, hereby muifving aud condinming all trat cach said attoraey's-ia-tic! or bis substitute or substitutes, nay dp of cause
+" I40.be.done by virloc hereof,
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'y Pursuant to the requirements of the Seeurilies Uxchange Act of 193-4, this repart has been signed below by the,
ie following pérsons on behalf of the. Registrant and inthe capacities Indicated, : :
° ,
SIGNATURE TITLE
Lena ted hbletinne A Atieiae OC badead* esameenece PM ne ceseed DML eeets on '
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S Portis “aids? ee ? Ticker: SGRP
Pursuant to the reqnircinents of the hange -
following persons on behulfofthe Registrant and hi the enpagities indicated,
Ir} SIGNATURE TITLE
’ . ésf Christiay ivjer Chief Executive Otfleer and Larector
i Chiristinan ML Olivier (Principal Executive ONicer)
| ‘! | Date: April 14, 2020
sf u Droguc Chairman of the Board and Director
% Arthue B. Drogue “ y
#} Datu: April 14, 2620 ,
'
poe, View Chairoian and Director
{ ar William H. Bartels
»} Date: April 14, 2020
I
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1-4 MER Erie MeCarthey Director
{2.4 D Evia Mattanrlease
Case 1:22-cv-02237-SEG Document 5-2
a R. Eric McCarthey
tN *.] Date: April 14, 2020
» 31 df Joffrey A. Mayer
. Jeffrey A. Mayer
Dnte: April 14, 2020
P27} Arthur H. Baer
Date: April 14. 2020
Peter W, Browa
Date: Apri] 14;'2020
Panagiotis N. Lazaretos
Director
Direvtor
Nirectar
Director
Direelor
Panagiotis N. Lazarctos
Director
Filed 07/05/22
Page 102 of 108
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a Date: April 14, 2020 . i
a “Ty ds Songs R. Segreta Chief Financial Officer, : ce 4
a James'R, Segreio Treasurer and Sceretary (Principal Financial and Accounting Officer) rhe ‘
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2020 Certification of Chief Exccutive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 103 of 108
EX-31.16 ex: 243035,him EXHIBIT 3).1 . .
Tixhibli 34.1
CEITIFICATION OF CHIEF EXECUTIVE OFFICIAL PURSUANT TO
SECTION 302 OF THR SARBANES-OXLEY ACT OF 2002 }
I, Michael R. Matacunas, cortify that: 1b
1. Uave reviewed this annual report un Fann 10-K/A fur thie year ended December 11, 2020, of SPAR Group, Inc.;
' '
2 Dased on ny knowledge, this repact dows sot contain any mtrue statenient of a nraterial fael of quail ta state a material fact oceetsary to make
the statentents made, iu light of the circumstances under which wich statements were made, not misleading with respect lo the period covered by this report:
\
\
3. Based on my knowledge, the Snancial statements, and: «ther financial informotion included in this repor, taidy present in all material
sespetts tho financial cuuditian, resulls of opcrtions and vast tows of the registrant as of, aul for, the periods presented in this report: $
1
4. ‘The negisimaut’s other certifying obiver(s) aud Lave responsible for establishing sud auduabsing disclosure cuntrols and procedures (us
defined in Exchange Act Rules 135-15(¢) snd 15d-13{e)) and interual voutra? user faced reporting (as defined in Exchange Act Rules 13a-18() and L5d-
1${D) for the registrant and have: '
|
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(a) Designed such disclosure carols and pracedures, or caused such disclosure contiuts aad procedures to be designed under our
supervision, to ensure that material infurnativa relating 29 the registra, biclading its conselidated subsidiaries, is made kuown to us hy others within
those eniities, particularly during the period in whieh this report is being prepared: .
. \
(b) Designed svuelyJaternal control aver Guancial reposting, of eaused such imernat coutvel over tinanginl reporting lo by'designed under ;
out mipervition, to provide reasanable assurance regarding the relivhility of financial parting and the preparatinn of fiuanejal statements for extemal 7
t i a Pes
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by Designed auch-istems! conte) over financial repadting, or-caused such jinemal control over linnueial reportingsta be designed under
out Supervision; ta provide reasonable assurance regarding the reliability of Gifancial reporting antl the prepacilion of Hnanekt}starémenta for. ial
iat in accord with genémlly acevpted ing principt ;
mee
(o). Bvatdaréd the eiléctivencss of the reyisiraat’s disclosure conteols and procedures aul presented irtlitsfepdit aur conclusions abaut the
offectiviness of the disstdsurc contgls aid procedures, xs of Ihe end atthe perlud envered by this report based an-such evaluutignsand
E )
'
, (a Disclosed in:thisrepor.any change in the registrant's intenial control over Gingncial reporting that oceusred:during the registrant's most:
recent fiscl quartey (the' registrant's foriah fiseal quater in the Case of vis snnual report) that lag materially attected, ortls reasonably Lkely ‘to,
materially altcet, dis registeau's intemal control over Manciat repartingy and :
S$: The-registrant's.cilter conifying otliceé(s) and funve disclosed, ised ou our most receiit evaluation of internal conirol.over fiusnciol-reporting,
to the régistralit’s aitditors and she nuit commiticr-of the registrant's board af dircetors (or persons pertorining dhe equivalent Cinetidns):
: '
(a) All significant deticiencics and material weaknesses in the design of operation of interna! control over tinsncial reporting which are
bly likely to ad ly affect ite registrant's ability’ recard, process, smadze and report Francis informenions and
_ (by Any fravd, whether ge nor material, that involves managentent of other employees whe lve a-sigiiticane cole in the registrant's iqtemal
contral over Tinancial reporting.
Date: Apiil 29. 202) Ot Mivlind Ko Migueonits ;
Michal R, Matacuias, President and Chief Executive Officer
2020 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 104 of 108
EX-31.2 7 ex_243036.hun- EXHIBIT 31.2
Exlubis 31,2
CERTIFICATION OF CIIMIF FINANCIAL OFFICER PURSUANT FO:
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |
. !
I
1, Fay DeVriese, cenify chat: ‘
A Thave reviewed this aunual report on Fon 1O-KZA for the year ended Deseattus 3), 2020 af PAR Group, Ine.
2, Based on my knowledge, this report dees nal cousin any wnieue stateaent of 9 vaterial et of omit to state a mutertal fart necessary to hake
the statements madg, fu light of the circumstances under which such statements were nile, not suislsading with respevt lo the period covered by this seports
3 Based on my Knowledge, the fuuncial statements, and other faraneial infonrariouiachided in this sepeit, fhirly present fn oll material
reapers the financial condition. results of operations and cash Quws of the sepistenl as off and for, the periods presented in this repork,
a
a The registrant's other cestitying ollicerts) anf J ase responsible foc dstablisving and resintaining tlisclosune controls und procedures (as *
detined in Exchange Act Rules 133-1$(c) and L3d-15(e)) and intemal control over foancial reporting (as deftded in Exchange Act'Rules t3x15() and ISd- >
15())) for the registmt and have: |
&) Designed such disclosure contosls and proecduges. or caused such disclosure centrats anil procedures to bé designed under our
supervision, to ensure that matectal information relating to the repistrul, including j is consid idated sulvsidiarivg, i is made Kowa to us by olhérs within
those entitles, particularly dusing the period in which this report is being prepared: 1
!
(b) Designed such intemal conten! over finatcial reporting, or caused such inernal contral over firweial seporting to be designed under *
oursuperviston, to provide reasonable asstimmece regarding th 6 n liability of financial repenting and the preparation af financial statements for extemal
ee
pete ee Pa ween een castes oe ete
drusd.cuuissespuimnycudaany. MY WS pen dine HE WHITES TEs Te pOdt > OCU FUG, ,
tb} Designed sucli internal viutea! over tiicmeial reporting, of caused such inlerual comtes! over linaaeial reporting to be designed under. «
1 oursupervision, 10 provide FeAsonable iissurinece regarding the relinbility of finanedal reporting vad the preparation of Guinvinl statements for ex imal
purposes in necordaitce Withigenerally accepted accuunting principles: ,
@&) -Evaluatest the effectiveness of Hhe-repistemn's disclosure couitools and procedures aml presents ia this report our conclusions abou the
cDéctiveness of tho disclosure voritroly and procedures, as of Ihe cad uf the petiadl cavervd by this repatl based on sveh’evaluation: and .
(@) Disclased in this repart any change in de regisunnt: 's intemal control over uaueial Leportiog at occurred during Uie.registranit’s most
revent, fiseal quarter (Ue ° ‘Tepistront's faurlis fiscal quarter in the case af aa annual report) thar has auaterilly affected, or istzeasonably likely. stot j
inaterially affect, fie segistrant's intemal control over Gnaucial reporting: aud ‘
\
3. ‘The! “registrant's otlier cettifying’ oiticer(s) amt Chave diseased, based on Olt mast nevent evaluation of ftemal contrat: over: finanelal’ ‘Teporting, *
tothe registrant'sauditors and the audit cominttice of the registrant's buard of directors (or persons pecfonning the expiant Cunctions)s
(i) All significant deficiencies snal“i eral weaknesses in dhgdesign ‘or operon uf imeral control aver Hnancial reponing whieh ore
: ‘
hy likely to.adveracly, affern the registrant's abilily to records process, summtarize and report finkined: 1] infonnation; aatl
{
(b). Any fraud. avhethies of wor niaterdul, shat invalyes msangement of oilitr employees who hive s.significant mJodn the pegistuntednntgnal +
control over financial reporting: !
Datu; April 29,2021 . : fg) Kay DeVries
Fay DeVrigse, Chiet Fi
Treasurer amd Secretary {
ancial Officer,
2020 Certification of Chief Exccutive Officer Pursuant to Sectian 906 of the Sarbanes-Oxley Act
of 2002
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 105 of 108
EX-32,1 8 ex_243037.htm EXHIBIT 32.1
EXHIBIT 32.1
Certification of Chief Rxccutive Officer Pursuant to
\ Seetlan 306 of the Surbanes-<(xtey Act.uz 202
In connection with the annual repory.on Form (0-K/A fir the year ended December 31, 2020 (his "repors}, of SPAR Group, Inc. (the “registrant”, the
undersigned hereby certifies that, to his knowledge:
L Tho report tully complies with the requirments of suction 13(1) or LSC) of the Sevuritics Exchange Act of 1934, as amended, and
2. The information contained in the report fairly presents, in all matedal respects, ihe finsucial. condition ond resulis of operations of the
registrant, :
is! Michael R. Matacnnas
Michagl Rt. Maracuaas
President and Chief Executive ONicer
April 29, 2021
A signed original of this written statement required hy Sectinva 906 fas been provided (a SPAR Genup, Tne. and will he retained hy SPAR Graup, luc,
und Sucntshed to the Securities und Exchunge Cominission of its staff upon ceqest.
2020 Certification of Chief Financial Officer Pursuant to Scction 906 of the Sarbanes-Oxley Act
of 2002
eee ’ one - we ee iecte nT ee
EXUIGIT 32.2
Certiflemtton of Chief Flusachl Gilicer Pursuant lo
Seetitin 906 of (he Sorbates. Oxtey Act of 2002
In connection with the anmal report on Fornt (0-K/A for the year cued December 31, 2020 (this “repart”), of SPAR Group, Ing, (the "registrant", the
wideraigned hereby certifies that, to his knowledge:
lL. The report fully complies with the requirements of seetion 13(n) or LC) of the Seaurities Exchange Act of 1934, as amended, and
2 The infomation contained in the report fairly prasents. in all material respuets, the flaancial cendition sand results of operntions of the
registrant ,
is! Fay DeViiess
Fay DeVriese . ‘
Chiel Financial Ollices, Treastvec and Seecetary
april 2Y, 202 ¢
'
A slgoed origiaal of this written statement required by Section 966 hus been provide to SPAR Group, Lac: and wit] be retained by SPAR Group, Inc.,
and Surnisheat to the Securities and Exchange Cominfssfon vv its staif pan request,
Exhibit 5 - Reference 367: Page 138 of 407
367. The objectives of the auditor, and therefore BDO USA, LLP in an audit of ICFR are to:
(1) obtain reasonable assurance about whether material weaknesses exist as of the date specified
in management's assessinent about the effectiveness of ICFR (as of date) and
(2) express an opinion on the effectiveness of [CFR in a written report, and communicate with
management and those charged with governance, based on the auditor's findings.
.
Case 1:22-cv-02237-SEG Document 5-2 Filed 07/05/22 Page 106 of 108
*~ | Board of The Diveetors and Stockholders
24] Oplnlon on the Consolidated Finwucind Statements
“4 We have audited the accompanying consolidated balance sheets of SPAR Gronp, Tue. (the "Company" and subsidiaries as of |" +
=. 2 December 31, 2019 and 2018. the related consolidated statements of operutions wud comprehensive iucume (loss), equity. and
Year 2019
Ticker: SGRP
red,
PON 0 SN SP i Sect ho ns
Report of Tadependeut Reglytered Public Accutating Firut
SPAR Group, Ine, and Subsidinsies
41 | White Plains, New York
cash -flows for each of the Wwo years-in the period caded December IL, 2049, and the relued notes and financial statement
+ -} schedule listed in.the necoupanying index (calicctively referecusto-a the “consolidated finnucial statements"). In our opinton, |":
2 9 the lidsued 6 ial sent fuicly, in all utaterinl respects, the financial position of the Company ands
|
; subsidiaries at December 31, 2019 uni 2018, ond the resulls ef their operations and their cash Mows for cach of the Qo yoars ia
} the period endéd December 31,2019; in couforrhity with accounting principles generally accepted in the United States of
+] te
@ g America, ) iY
Chance tn Accauntine.Princinile, . 2. ee -
‘Roo
ond
+ | As discussed in‘Note 15 to-the consolidated financial statements, the Company les changed its method of uccomnting for leases-
pany g g os]
ry xf
“vf opinidy.gn the Company's consolidated.financial statements based an our andils, We area public aceouating finn registered 7
fas} fespest. to the-Company iit aceordance with the US, federal securities fpws nud the applicable cules and regulations: of the}
oof -Seourltite ahd Exchange Gommissian and the PEAUR. ere
Sayer PE EAPO RO EET
ge Foe wr pear ramet ee
abt
smerny a prmanseyeryrrens nee
HY 7 tin Gag Patties
+4 Change in Accounting Principle.
for tlic year ended. December 31, 2019 duc to the adaption of Accounting Standinds Coditication Topic $42. Leases,
| Eauphusts oh Matter
2 |: As. moreslily described in Note 16 10 the-onsolichued finaidial saements, die Company. may be unatecisly impaciéd by the
‘novel stealo-Coyonavirts (COVID-19) which was declared a global pandemic byte World Uealth Organization, in Mareh-2020,
4 Basis for Opiiton
+ [These consolidated*finaricial. statements are the responsibility of the Coinpany’s apagement, One respansihility, is4o express Anis}
* davith tho Publie Company Accounting Oversigt Hoard (United States). (PCAOR") and are required to be independent with Se
Case 1:22-cv-02237-SEG Document5-2 Filed 07/05/22 Page 107 of 108
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Case 1:22-cv-02237-SEG, “Document 5-2
_| Change In, Accountlug. Principle .
Filed 07/05/22 Page 108 of 108
Ticker; SGRF ”
Loe
anata Sn eS
As.discussed in Note 15 to the.consolidated financial statements, the Company has changed its method of accounting tor leases | * +
ay } for tho,yeat-Gaded December 31,.2019-due lo ihe alopiion of Accounting Standards Codification Topic 842, Leases. oe i
=’ _Einpbasb of Matter “4
© eal : , . ont
ey ef
; As wore‘fully described’ it Note 16:10 the consvlidated financial statements, ie Company fiay be materially impacted by the | wa
dével strain Coronavints (COVID-19) whieh was declatuilia elobal pandemie by the Worle! Health Organization in viareb 2020. 7 a
ir Basis for. Opinion To
te a
Thess.consolidited financial statements aré'the responsibility 6f Use Company's uianageinent. Our responsibility isto express de t
opinion an. thie.Company's consolidated financial salenents based on aur ciundits, We are " publi¢. acvounting- firny' registered :
with ithe; Publie Conspany Accounting Oversight Board (United States) ("PCAOB") and mre required 19 ‘be independen-widh So
| respect to the-Company in accordance with the U.S. federal securities laws and we applicable rolés:and regulations af. whoop e
Securities aud-Exchange Cor andthePCAQB, wee. i . / b+t
We have served as the Company's auditor since 2012.
We conducted our audits in accordance with the standards of. ‘the PC AOD. Those stancarads require that we plan and perform the | -
audit w obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, | * eto.
whether due to ervor or [raud. The Company is not required to lave, -nor were we enpynged to perform. an audit off its internal | “4
control over financial reporting. As part of our audits we are required to obtain an understanding of internal contral over |’
fioancial reporting but.not for the purpase of expressing-an opinion on the ellectiveness ofthe Company's internal contuol over
) financial reporting. Accordingly, we express na such ophoion. Our audits included peclarming procedures. to assess the risks of |” 4
} material misstatement of the consolidated financial statements, whether dug ta error or baud, ane performing procectures that re
respond to those risks. Such procedyres ineluced examining, ana test basis. evideuce regarding the amouiits and disclosures in . |
the consolidated financial statements. Our audits also inchuled av: shaving die abeouniug principles used and signifivant . !
i made by pement, as wel] as evaluating the averall presentation af the consalidated tinancial statements, We. , ‘
believe that our audits provide a reasonable basis for our opivian: t. vs M
és/ BDO USA, LLP
Troy, Michigan
April 14, 2020