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Form 10-Q MARLIN BUSINESS SERVICES For: Mar 31

April 30, 2021 2:14 PM EDT
 
 
 
 
 
Exhibit 31.1
CERTIFICATION
 
REQUIRED BY RULE 13a-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 
CERTIFICATION
 
OF CHIEF EXECUTIVE OFFICER
 
 
I, Jeff Hilzinger, certify
 
that:
 
 
1.
 
I
 
have
 
reviewed
 
this
 
quarterly
 
report
 
on
 
Form
 
10
-
Q
 
of
 
Marlin
 
Business
 
Services
 
Corp.;
 
 
 
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 periods covered by this report;
 
 
3.
 
Based
 
on
 
my
 
knowledge,
 
the
 
financial
 
statements,
 
and
 
other
 
financial
 
information
 
included
 
in
 
this
 
report,
 
fairly
 
pre
sent
 
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
 
registran
t’s
 
other
 
certifying
 
officer(s)
 
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))
 
and
 
internal
 
control
 
over
 
financial
 
reporting
 
(as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 periods
 
in which this report
is being prepared;
 
 
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
 
financial reporting
 
and
the
 
preparation
 
of
 
financial
 
statements
 
for
 
external
 
purposes
 
in
 
accordance
 
with
 
generally
 
accepted
 
accounting
principles;
 
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 periods
 
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(s)
 
and
 
I
 
have
 
disclosed,
 
based
 
o
n
 
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.
 
 
Date: April 30, 2021
 
/s/
 
Jeff
 
Hilzinger
 
 
 
 
 
 
 
 
 
 
 
Jeff
 
Hilzinger
 
 
 
 
 
 
 
 
 
 
Chief
 
Executive
 
Officer
 
 
 
 
 
 
 
 
 
 
Principal Executive Officer
 
 
 
 
 
 
 
Exhibit 31.2
 
 
CERTIFICATION
 
REQUIRED BY RULE 13a-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 
CERTIFICATION
 
OF CHIEF FINANCIAL OFFICER
 
 
I, Michael R. Bogansky,
 
certify that:
 
 
1.
 
I
 
have
 
reviewed
 
this
 
quarterly
 
report
 
on
 
Form
 
10
-
Q
 
of
 
Marlin
 
Business
 
Services
 
Corp.;
 
 
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 periods covered by this report;
 
 
3.
 
Based
 
on
 
my
 
knowledge,
 
the
 
financial
 
statements,
 
and
 
other
 
financial
 
information
 
included
 
in
 
this
 
report,
 
fa
irly
 
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
 
r
egistrant’s
 
other
 
certifying
 
officer(s)
 
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))
 
and
 
internal
 
control
 
over
 
financial
 
reporting
 
(as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 periods
 
in which this report
is being prepared;
 
 
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
 
financial reporting
 
and
the
 
preparation
 
of
 
financial
 
statements
 
for
 
external
 
purposes
 
in
 
accordance
 
with
 
generally
 
accepted
 
accounting
principles;
 
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 periods
 
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(s)
 
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.
 
 
Date: April 30, 2021
 
 
 
 
 
 
 
 
 
/s/
 
Michael
 
R.
 
Bogansky
 
 
 
 
 
 
 
 
 
 
 
Michael
 
R.
 
Bogansky
 
 
 
 
 
 
 
 
 
 
Chief
 
Financial
 
Officer
 
and
 
Senior
 
Vice
 
President
 
Principal Financial Officer
 
 
 
 
 
 
 
 
Exhibit 32.1
 
 
CERTIFICATION
 
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 accompanying Quarterly
 
Report on Form 10-Q
 
of Marlin Business
 
Services Corp. for
 
the quarter ended
 
March
31, 2021
 
(the “Quarterly
 
Report”), Jeff
 
Hilzinger,
 
as Chief
 
Executive
 
Officer,
 
and Michael
 
R. Bogansky,
 
Chief Financial
 
Officer
 
of
the
 
Company,
 
each
 
hereby
 
certifies,
 
that
 
pursuant
 
to
 
18
 
U.S.C.
 
Section 1350,
 
as
 
adopted
 
pursuant
 
to
 
Section 906
 
of
 
the
 
Sarbanes-
Oxley Act of 2002, that, to the best of his knowledge:
 
 
(1)
 
The
 
Quarterly
 
Report
 
fully
 
complies
 
with
 
the
 
requirements
 
of
 
Section
 
13(a)
 
of
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934;
 
and
 
 
 
(2)
 
The
 
information
 
contained
 
in
 
the
 
Quarterly
 
Report
 
fairly
 
presents,
 
in
 
all
 
material
 
respects,
 
the
 
financial
 
condition
 
and
 
results
 
of operations of Marlin Business Services Corp.
 
 
Date:
 
April 30, 2021
 
/s/
 
Jeff
 
Hilzinger
 
 
 
 
 
 
 
 
Jeff
 
Hilzinger
 
 
 
 
 
 
 
Chief
 
Executive
 
Officer
 
 
 
 
 
 
 
(Principal
 
Executive
 
Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/
 
Michael
 
R.
 
Bogansky
 
 
 
 
 
 
 
Michael
 
R.
 
Bogansky
 
 
 
 
 
 
 
Chief
 
Financial
 
Officer
 
&
 
Senior
 
Vice
 
President
 
 
 
 
 
 
 
(Principal
 
Financial
 
Off
icer)
 
 


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