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SmileDirectClub, Inc. – ‘10-Q’ for 6/30/20 – ‘EX-31.2’

On:  Friday, 8/14/20, at 4:15pm ET   ·   For:  6/30/20   ·   Accession #:  1775625-20-29   ·   File #:  1-39037

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/14/20  SmileDirectClub, Inc.             10-Q        6/30/20   98:9.1M

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    908K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 4: EX-32.1     Certification -- §906 - SOA'02                      HTML     30K 
11: R1          Cover                                               HTML     85K 
12: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    107K 
13: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     35K 
                (Parenthetical)                                                  
14: R4          Condensed Consolidated Statements of Operations     HTML     97K 
                (Unaudited)                                                      
15: R5          Condensed Consolidated Statements of Comprehensive  HTML     46K 
                Loss (Unaudited) Statement                                       
16: R6          Condensed Consolidated Statements of Changes in     HTML    128K 
                Equity (Deficit) (Unaudited)                                     
17: R7          Condensed Consolidated Statements of Cash Flows     HTML    106K 
                (Unaudited)                                                      
18: R8          Organization and Basis of Presentation              HTML     52K 
19: R9          Summary of Significant Accounting Policies          HTML    105K 
20: R10         Inventories                                         HTML     35K 
21: R11         Prepaid and other assets                            HTML     46K 
22: R12         Lease Abandonment, Impairment of Long-Lived Assets  HTML     44K 
                and Store Closure and Other Related Charges                      
23: R13         Property, plant and equipment, net                  HTML     45K 
24: R14         Leases                                              HTML    155K 
25: R15         Accrued liabilities                                 HTML     38K 
26: R16         Income taxes                                        HTML     71K 
27: R17         Long-Term Debt                                      HTML     72K 
28: R18         Noncontrolling Interests                            HTML     29K 
29: R19         Variable Interest Entities                          HTML     31K 
30: R20         Incentive Compensation Plans                        HTML     81K 
31: R21         Earnings per Share                                  HTML     61K 
32: R22         Employee Benefit Plans                              HTML     28K 
33: R23         Related Party Transactions                          HTML     33K 
34: R24         Commitments and Contingencies                       HTML     50K 
35: R25         Segment Reporting                                   HTML     29K 
36: R26         Summary of Significant Accounting Policies          HTML    136K 
                (Policies)                                                       
37: R27         Summary of Significant Accounting Policies          HTML     67K 
                (Tables)                                                         
38: R28         Inventories (Tables)                                HTML     36K 
39: R29         Prepaid and other assets (Tables)                   HTML     45K 
40: R30         Lease Abandonment, Impairment of Long-Lived Assets  HTML     42K 
                and Store Closure and Other Related Charges                      
                (Tables)                                                         
41: R31         Property, plant and equipment, net (Tables)         HTML     45K 
42: R32         Leases (Tables)                                     HTML    115K 
43: R33         Accrued liabilities (Tables)                        HTML     38K 
44: R34         Income taxes (Tables)                               HTML     62K 
45: R35         Long-Term Debt (Tables)                             HTML     62K 
46: R36         Incentive Compensation Plans (Tables)               HTML     73K 
47: R37         Earnings per Share (Tables)                         HTML     62K 
48: R38         Organization and Basis of Presentation - Initial    HTML     33K 
                Public Offering (Details)                                        
49: R39         Organization and Basis of Presentation -            HTML     37K 
                Reorganization Transactions (Details)                            
50: R40         Organization and Basis of Presentation - Basis of   HTML     28K 
                Presentation and Consolidation (Details)                         
51: R41         Organization and Basis of Presentation - COVID-19   HTML     36K 
                Pandemic (Details)                                               
52: R42         Summary of Significant Accounting Policies -        HTML     38K 
                Schedule of Revenue by Product Including Price                   
                Concessions (Details)                                            
53: R43         Summary of Significant Accounting Policies -        HTML     31K 
                Deferred Revenue (Details)                                       
54: R44         Summary of Significant Accounting Policies -        HTML     31K 
                Shipping and Handling Costs (Details)                            
55: R45         Summary of Significant Accounting Policies -        HTML     28K 
                Marketing and Selling Expenses (Details)                         
56: R46         Summary of Significant Accounting Policies -        HTML     42K 
                Summary of Depreciation and Amortization, Income                 
                Statement Location (Details)                                     
57: R47         Summary of Significant Accounting Policies - Fair   HTML     28K 
                Value of Financial Instruments (Details)                         
58: R48         Summary of Significant Accounting Policies -        HTML     35K 
                Internally Developed Software Costs (Details)                    
59: R49         Summary of Significant Accounting Policies - Tax    HTML     30K 
                Receivable Agreement (Details)                                   
60: R50         Inventories - Schedule of Inventory (Details)       HTML     33K 
61: R51         Prepaid and other assets - Summary of Prepaid and   HTML     46K 
                Other Assets (Details)                                           
62: R52         Prepaid and other assets - Narrative (Details)      HTML     29K 
63: R53         Lease Abandonment, Impairment of Long-Lived Assets  HTML     31K 
                and Store Closure and Other Related Charges -                    
                Narrative (Details)                                              
64: R54         Lease Abandonment, Impairment of Long-Lived Assets  HTML     43K 
                and Store Closure and Other Related Charges -                    
                Schedule of Restructuring Charges (Details)                      
65: R55         Property, plant and equipment, net - Schedule of    HTML     54K 
                Property, Plant and Equipment (Details)                          
66: R56         Property, plant and equipment, net - Narrative      HTML     38K 
                (Details)                                                        
67: R57         Leases - ROU Assets and Lease Liabilities           HTML     58K 
                (Details)                                                        
68: R58         Leases - Components of Lease Cost (Details)         HTML     48K 
69: R59         Leases - Undiscounted Cash Flows of Operating       HTML     78K 
                Lease and Finance Lease (Details)                                
70: R60         Accrued liabilities - Schedule of Accrued           HTML     39K 
                Liabilities (Details)                                            
71: R61         Income taxes - Schedule of Income Tax Provision     HTML     53K 
                (Details)                                                        
72: R62         Income taxes - Narrative (Details)                  HTML     46K 
73: R63         Long-Term Debt - Schedule of Debt and Capital       HTML     52K 
                Lease Obligations (Details)                                      
74: R64         Long-Term Debt - HPS Credit Facility (Details)      HTML     75K 
75: R65         Long-Term Debt - HPS Warrants (Details)             HTML     38K 
76: R66         Long-Term Debt - JPM Credit Facility (Details)      HTML     37K 
77: R67         Long-Term Debt - Align Redemption Promissory Note   HTML     39K 
                (Details)                                                        
78: R68         Long-Term Debt - Schedule of Debt Maturities        HTML     58K 
                (Details)                                                        
79: R69         Noncontrolling Interests - Narrative (Details)      HTML     34K 
80: R70         Variable Interest Entities (Details)                HTML     30K 
81: R71         Incentive Compensation Plans - Class A Common       HTML     55K 
                Stock Options Narrative (Details)                                
82: R72         Incentive Compensation Plans - Schedule of Stock    HTML     73K 
                Option Activity (Details)                                        
83: R73         Incentive Compensation Plans - Incentive Bonus      HTML     63K 
                Awards Narrative (Details)                                       
84: R74         Incentive Compensation Plans - Non-IBA Restricted   HTML     41K 
                Stock Units Narrative (Details)                                  
85: R75         Incentive Compensation Plans - Schedule of          HTML     58K 
                Restricted Stock Unit Activity (Details)                         
86: R76         Incentive Compensation Plans - Incentive Bonus      HTML     41K 
                Units Narrative (Details)                                        
87: R77         Incentive Compensation Plans - Employee Stock       HTML     37K 
                Purchase Plan Narrative (Details)                                
88: R78         Incentive Compensation Plans - Narrative (Details)  HTML     29K 
89: R79         Earnings per Share - Summary of Earnings per Share  HTML     60K 
                (Details)                                                        
90: R80         Earnings per Share - Antidilutive Securities        HTML     36K 
                Excluded From Computation of Earnings per Share                  
                (Details)                                                        
91: R81         Employee Benefit Plans (Details)                    HTML     42K 
92: R82         Related Party Transactions - Products and Services  HTML     57K 
                and Distribution Payable Narrative (Details)                     
93: R83         Commitments and Contingencies - Narrative           HTML     52K 
                (Details)                                                        
94: R84         Segment Reporting - Narrative (Details)             HTML     28K 
96: XML         IDEA XML File -- Filing Summary                      XML    182K 
10: XML         XBRL Instance -- sdc-20200630_htm                    XML   2.12M 
95: EXCEL       IDEA Workbook of Financial Reports                  XLSX    124K 
 6: EX-101.CAL  XBRL Calculations -- sdc-20200630_cal                XML    303K 
 7: EX-101.DEF  XBRL Definitions -- sdc-20200630_def                 XML    895K 
 8: EX-101.LAB  XBRL Labels -- sdc-20200630_lab                      XML   1.76M 
 9: EX-101.PRE  XBRL Presentations -- sdc-20200630_pre               XML   1.19M 
 5: EX-101.SCH  XBRL Schema -- sdc-20200630                          XSD    192K 
97: JSON        XBRL Instance as JSON Data -- MetaLinks              387±   603K 
98: ZIP         XBRL Zipped Folder -- 0001775625-20-000029-xbrl      Zip    340K 


‘EX-31.2’   —   Certification — §302 – SOA’02


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Exhibit 31.2

Management Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Kyle Wailes, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SmileDirectClub, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information 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) [Paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’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 an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Kyle Wailes
Date: August 14, 2020Kyle Wailes
Chief Financial Officer
(Principal Financial Officer)



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/14/204
For Period end:6/30/20
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Filing Submission 0001775625-20-000029   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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