UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
_______________________________
FORM 10-Q/A
AMENDMENT NO. 1
_______________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number 001-38186
_______________________________  
Nesco Holdings, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
Indiana
35-1841460
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
6714 Pointe Inverness Way, Suite 220
Fort Wayne, IN 46804
(Address of principal executive offices, including zip code)
(800) 252-0043
(Registrant’s telephone number, including area code)
_______________________________
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value
NSCO
New York Stock Exchange
Redeemable warrants, exercisable for Common Stock, $0.0001 par value
NSCO.WS
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES   x    NO   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES   x    NO   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o

 
Accelerated filer
x

Non-accelerated filer
o

 
Smaller reporting company
o
 
 
 
Emerging growth company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     YES   o     NO  x
The number of ordinary shares outstanding of Nesco Holdings, Inc. as of November 12, 2019, was 49,033,903.



EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q (the “Amendment Filing”) amends the Quarterly Report on Form 10-Q of Nesco Holdings, Inc. (“Nesco”) for the fiscal quarter ended September 30, 2019, which was originally filed on November 12, 2019 (the “Original Filing”). This Amendment Filing is an exhibit-only filing. This Amendment Filing is being filed solely to include Exhibits 2.1, 2.2, 3.1, 3.2, 4.1, 4.2, 4.3, 4.4, 4.5, 10.1, 10.2, 10.3, 10.4 and 10.5 in the quarterly report, each incorporated by reference to a previous filing, that were inadvertently excluded from the Original Filing. Except for these inclusions, this Amendment Filing does not otherwise update any exhibits as originally filed or previously amended.
No attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Filing. This Amendment Filing does not reflect events occurring after the filing of the Original Filing or modify or update those disclosure that may be affected by subsequent events. Accordingly, this Amendment Filing should be read in conjunction with the Original Filing and Nesco’s other filings with the SEC.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by Nesco’s principal executive and financial officers are filed as exhibits to this Amendment Filing.




Nesco Holdings, Inc. and Subsidiaries
TABLE OF CONTENTS
PART II
 
OTHER INFORMATION
 
Page Number
 
 
 
 
 
Item 6.
 
Exhibits
 
 
 
SIGNATURES
 




Item 6. Exhibits
Exhibit No.
 
Description
2.1 †
 
2.2 †

 
3.1
 
3.2
 
4.1
 
4.2
 
4.3
 
4.4
 
4.5
 
10.1+
 
10.2
 
10.3
 
10.4
 
10.5
 
31.1*
 
31.2*
 
32*
 
101.INS**
 
XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH**
 
XBRL Taxonomy Extension Schema Document
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase Document
*
Filed herewith.
**
Previously filed with Nesco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, as filed on November 12, 2019.
The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC upon request.
+
Certain schedules, annexes, and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
 
 
 
NESCO HOLDINGS, INC.
(Registrant)
 
 
 
Date:
November 13, 2019
/s/ Lee Jacobson
 
 
Lee Jacobson, Chief Executive Officer
 
 
 
Date:
November 13, 2019
/s/ Bruce Heinemann
 
 
Bruce Heinemann, Chief Financial Officer


2
Exhibit


Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lee Jacobson, certify that:
 
 
 
 
1.
I have reviewed the Quarterly Report on Form 10-Q/A of Nesco Holdings, Inc. for the three and nine months ended September 30, 2019;
 
 
 
 
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 Nesco Holdings, Inc. as of, and for, the periods presented in this report;
 
 
 
 
4.
Nesco Holdings, Inc.’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Nesco Holdings, Inc. 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 Nesco Holdings, Inc., 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 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 Nesco Holdings, Inc.’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 Nesco Holdings, Inc.’s internal control over financial reporting that occurred during Nesco Holdings, Inc.’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.
Nesco Holdings, Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Nesco Holdings, Inc.'s auditors and the audit committee of the Nesco Holdings, Inc.’s board of directors:
 
 
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 Nesco Holdings, Inc.’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 Nesco Holdings, Inc.’s internal control over financial reporting.
 
Date:
November 13, 2019
 
/s/ Lee Jacobson
 
 
 
Lee Jacobson
 
 
 
Chief Executive Officer


Exhibit


Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bruce Heinemann, certify that:
 
 
 
 
1.
I have reviewed the Quarterly Report on Form 10-Q/A of Nesco Holdings, Inc. for the three and nine months ended September 30, 2019;
 
 
 
 
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 Nesco Holdings, Inc. as of, and for, the periods presented in this report;
 
 
 
 
4.
Nesco Holdings, Inc.’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Nesco Holdings, Inc. 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 Nesco Holdings, Inc., 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 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 Nesco Holdings, Inc.’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 Nesco Holdings, Inc.’s internal control over financial reporting that occurred during Nesco Holdings, Inc.’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.
Nesco Holdings, Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Nesco Holdings, Inc.'s auditors and the audit committee of the Nesco Holdings, Inc.’s board of directors:
 
 
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 Nesco Holdings, Inc.’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 Nesco Holdings, Inc.’s internal control over financial reporting.
 
Date:
November 13, 2019
 
/s/ Bruce Heinemann
 
 
 
Bruce Heinemann
 
 
 
Chief Financial Officer


Exhibit


Exhibit 32
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 Quarterly Report of Nesco Holdings, Inc. (the “Company”) on Form 10-Q/A for the three and nine months ended September 30, 2019, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 
 
 
 
 
 
November 13, 2019
/s/ Lee Jacobson
 
Lee Jacobson
 
Chief Executive Officer
 
 
 
 
November 13, 2019
/s/ Bruce Heinemann
 
Bruce Heinemann
 
Chief Financial Officer