UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










Form 10-K/A








(Amendment
No. 1)



(Mark One)

| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2011



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933
| | - | ----------------------------------------------------------------------------------------



For the transition period from _________ to _________



Commission File Number: 000-54202



JWC ACQUISITION
CORP.



(Exact Name of Registrant as Specified
in Its Charter)










|Delaware                                                                       |  | 27-3092187                          
|------------------------------------------------------------------------------ |  | ------------------------------------
|(State or Other Jurisdiction of
        Incorporation or
        Organization) |  | (I.R.S. Employer Identification No.)



Bay Colony Corporate Center – North
Entrance

1000 Winter Street - Suite 4300

Waltham, Massachusetts 02451

(Address of Principal Executive Offices,
including Zip Code)



(617) 753-1100

(Registrant’s Telephone Number, including
Area Code)



Securities registered pursuant to Section
12(b) of the Act: None



Securities registered pursuant to Section
12(g) of the Act:(i) Units consisting of one share of Common Stock and one Warrant,
(ii) Common Stock included in the Units, par value $0.0001 per share, and (iii) Warrants included in the Units, exercisable for
Common Stock at an exercise price of $11.50 per share



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes  ̈ No x



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈ No x



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  ̈



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 (Section 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  ̈



Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):



|Large Accelerated filer  ̈ | Accelerated filerx | Non-accelerated filer ̈
        (Do not check if a smaller
        reporting company) | Smaller reporting company ̈
|------------------------- | ------------------ | ------------------------------------------------------------------------------------ | --------------------------



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No  ̈



The aggregate market value of the Common Stock
held by non-affiliates of the registrant, computed as of December 30, 2011 (the last business day of the registrant’s most
recent fiscal quarter), was $121,875,000.



As of March 9, 2012, there were 14,534,884 shares
of the registrant’s Common Stock issued and outstanding.





DOCUMENTS INCORPORATED BY REFERENCE



None.













Explanatory Note



JWC Acquisition Corp., a Delaware corporation,
is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year
ended December 31, 2011, which was originally filed with the U.S. Securities and Exchange Commission (the “Commission”)
on March 15, 2012 (the “Original Filing”), in response to comments received from the staff of the Commission. This
Amendment is being filed solely to: (i) provide the conformed signature of Rothstein Kass to their Report of Independent Registered
Public Accounting Firm (the “Auditor’s Report”) which was inadvertently omitted on page F-3 of the Original Filing
due to an administrative error (although the Auditor’s Report was manually signed on the date stated therein); and (ii) update
the certifications in Exhibits 31.1 and 31.2 to the Original Filing to be consistent with the requirements of Item 601(b)(31) of
Regulation S-K.



Pursuant to Rule 12b-15 promulgated under
the Securities Exchange Act of 1934, as amended, this Amendment amends and restates in their entirety Item 8 of Part II (but no
changes have been made to the consolidated financial statements and related notes incorporated therein) and Item 15 of Part IV
and includes new certifications as exhibits hereto. The remainder of the Original Filing is unchanged and is not reproduced in
this Amendment. Accordingly, this Amendment should be read in conjunction with our Original Filing and our other filings made with
the Commission.



Except as described above, this Amendment
speaks as of the date of the Original Filing and does not modify, amend or update in any way any of the financial or other information
contained in the Original Filing. This Amendment does not reflect events occurring subsequent to the filing of the Original Filing.





2











| | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| | ------- | -------------------------------------------



The information required by this item appears beginning on page
F-1 following the signature pages of this report and is incorporated herein by reference.





3









PART IV



| | ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| | -------- | ------------------------------------------



(a) The following documents are filed as part of this report:



(1) Financial Statements



Reference is made to the Index to Financial Statements
of the Company beginning on page F-1.



(2)       Financial
Statement Schedule



All financial statement schedules are omitted because
they are not applicable or the amounts are immaterial, not required, or the required information is presented in the financial
statements and notes thereto in Item 8 of Part II above.



(3) Exhibits



|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                     
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1            |  | Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on September 23, 2010).                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                 
|3.1            |  | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on November 12, 2010).                                              
|               |  |                                                                                                                                                                                                                                                                                                                 
|3.2            |  | Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 000-54202), filed with the Securities and Exchange Commission on November 24, 2010).                                                                                               
|               |  |                                                                                                                                                                                                                                                                                                                 
|4.1            |  | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).                                                                       
|               |  |                                                                                                                                                                                                                                                                                                                 
|4.2            |  | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on September 23, 2010).                                                             
|               |  |                                                                                                                                                                                                                                                                                                                 
|4.3            |  | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).                                                                    
|               |  |                                                                                                                                                                                                                                                                                                                 
|4.4            |  | Warrant Agreement, dated as of November 17, 2010, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-54202), filed with the Securities and Exchange Commission on November 24, 2010).



4







|10.1 |  | Promissory Note, dated August 5, 2010, issued to J.W. Childs Associates, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).                                                                                                              
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.2 |  | Letter Agreement, dated as of November 16, 2010, among the Company, JWC Acquisition, LLC, J.W. Childs Associates, L.P. and each of the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.2 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on November 17, 2010).
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.3 |  | Letter Agreement, dated as of November 16, 2010, between the Company and John K. Haley (incorporated by reference to Exhibit 10.3 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on November 17, 2010).                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.4 |  | Letter Agreement, dated as of November 16, 2010, between the Company and Sonny King (incorporated by reference to Exhibit 10.4 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on November 17, 2010).                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.5 |  | Investment Management Trust Agreement, dated as of November 17, 2010, by and among the Company, JWC Acquisition Security Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-54202), filed with the Securities and Exchange Commission on November 24, 2010).               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.6 |  | Letter Agreement, dated as of August 5, 2010, between J.W. Childs Associates, L.P. and the Company regarding administrative support (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).                                                        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.7 |  | Form of Registration Rights Agreement among the Company, JWC Acquisition, LLC and each of the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.8 |  | Securities Purchase Agreement, effective as of August 5, 2010, between the Company and JWC Acquisition, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.9 |  | Sponsor Warrants Purchase Agreement, dated as of August 5, 2010, among the Company and the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).                                                                 



5







|10.10 |  | Amendment to Sponsor Warrants Purchase Agreement, dated as of October 25, 2010, among the Company and the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|10.11 |  | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on September 23, 2010).                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|10.12 |  | Contribution Agreement, dated as of October 25, 2010, by and between the Company and JWC Acquisition, LLC (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).                                
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|10.13 |  | Securities Assignment Agreement, dated as of October 25, 2010, among the Company, JWC Acquisition, LLC, John K. Haley and Sonny King (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).     
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|10.14 |  | Amendment No. 1 to Registration Rights Agreement, dated as of March 31, 2011, among the Company, JWC Acquisition, LLC and each of the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2011).                       
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|14    |  | Form of Code of Ethics (incorporated by reference to Exhibit 14 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on September 23, 2010).                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|31.1* |  | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|31.2* |  | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|32.1* |  | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.                                                                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|32.2* |  | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.                                                                                                                                                                                                                                              



6







|101** |  | The following materials from the JWC Acquisition Corp. Form 10-K for the year ended December 31, 2011 formatted in Extensible Business Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Consolidated Statement of Cash Flows and (v) related notes, tagged as blocks of texts.
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

| | * | Filed herewith.
| | - | ---------------

| | ** | Previously furnished as an exhibit to the Annual Report on Form 10-K (File No. 000-54202) filed by JWC Acquisition Corp.
                                                          with the Securities and Exchange Commission on March 15, 2012 and
                                                          incorporated by reference herein.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







7







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|Date: July 25, 2012 | JWC ACQUISITION CORP.
|------------------- | ---------------------
|                    |                      
|                    | By:                  
|                    |                      
|                    |                      





- S-1 -







INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                                                                                                   | Page
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                                                   |     
|Report of Independent Registered Public Accounting Firm                                                                                                                                            | F-2 
|Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010                                                                                                                          | F-4 
|Consolidated Statement of Operations for the year ended December 31, 2011, the period July 22, 2010 (inception) to December 31, 2010 and the period July 22, 2010 (inception) to December 31, 2011 | F-5 
|Consolidated Statement of Changes in Stockholders’ Equity for the period July 22, 2010 (inception) to December 31, 2011                                                                            | F-6 
|Consolidated Statement of Cash Flows for the year ended December 31, 2011, the period July 22, 2010 (inception) to December 31, 2010 and the period July 22, 2010 (inception) to December 31, 2011 | F-7 
|Notes to Consolidated Financial Statements                                                                                                                                                         | F-8 



- F-1 -







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors of
JWC Acquisition Corp. and Subsidiary



We have audited the accompanying consolidated
balance sheets of JWC Acquisition Corp. and Subsidiary (a corporation in the development stage) (collectively, the “Company”)
as of December 31, 2011 and 2010 and the related consolidated statements of operations, changes in stockholders’ equity and
cash flows for the year ended December 31, 2011 and for the periods from July 22, 2010 (date of inception) to December 31, 2010
and from July 22, 2010 (date of inception) to December 31, 2011. We have also audited the Company’s internal control over
financial reporting as of December 31, 2011 based on criteria established in Internal Control — Integrated Frameworkissued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for
these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s report on internal
control over financial reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements
included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. Our audit over internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.



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 statements for external purposes in accordance with accounting principles generally accepted in the
United States of America. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts
and expenditures 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 detection of unauthorized acquisition, use, or disposition
of the company’s assets that could have a material effect on the financial statements.



- F-2 -







Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



In our opinion, the consolidated financial
statements referred to above presents fairly, in all material respects, the financial position of the JWC Acquisition Corp. and
Subsidiary (a corporation in the development stage) as of December 31, 2011 and 2010, and the results of its operations and its
cash flows for the year ended December 31, 2011 and for the periods from July 22, 2010 (date of inception) to December 31, 2010
and from July 22, 2010 (date of inception) to December 31, 2011, in conformity with accounting principles generally accepted in
the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2011, based on criteria established in Internal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



The accompanying consolidated financial
statements have been prepared assuming that JWC Acquisition Corp. and Subsidiary will continue as a going concern. As discussed
in Note 1 to the financial statements, JWC Acquisition Corp. and Subsidiary will face a mandatory liquidation if a business combination
is not consummated by August 23, 2012, which raises substantial doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Rothstein Kass

Rothstein
Kass



Roseland, New JerseyMarch 15, 2012



- F-3 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)

Consolidated Balance Sheets



|                                                                                                                                                                                                |  | December 31, |             |   | December 31, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------- | - | ------------ | -
|                                                                                                                                                                                                |  | 2011         |             |   | 2010         |  
|Assets:                                                                                                                                                                                         |  |              |             |   |              |  
|Current assets:                                                                                                                                                                                 |  |              |             |   |              |  
|Cash                                                                                                                                                                                            |  | $            | 416,255     |   |              | $
|Prepaid insurance                                                                                                                                                                               |  |              | 81,817      |   |              |  
|Other current assets                                                                                                                                                                            |  |              | 340         |   |              |  
|Total current assets                                                                                                                                                                            |  |              | 498,412     |   |              |  
|Investments held in trust                                                                                                                                                                       |  |              | 125,123,670 |   |              |  
|Total assets                                                                                                                                                                                    |  | $            | 125,622,082 |   |              | $
|                                                                                                                                                                                                |  |              |             |   |              |  
|Liabilities and Stockholders' Equity:                                                                                                                                                           |  |              |             |   |              |  
|Current liabilities:                                                                                                                                                                            |  |              |             |   |              |  
|Loan payable to related party                                                                                                                                                                   |  | $            | 30,049      |   |              | $
|Franchise tax payable                                                                                                                                                                           |  |              | 161,902     |   |              |  
|Accounts payable and other liabiliites                                                                                                                                                          |  |              | 129,351     |   |              |  
|Total current liabilities                                                                                                                                                                       |  |              | 321,302     |   |              |  
|Deferred offering costs                                                                                                                                                                         |  |              | 4,375,000   |   |              |  
|Total liabilities                                                                                                                                                                               |  |              | 4,696,302   |   |              |  
|                                                                                                                                                                                                |  |              |             |   |              |  
|Commitment and contingencies                                                                                                                                                                    |  |              |             |   |              |  
|                                                                                                                                                                                                |  |              |             |   |              |  
|Common stock subject to possible redemption: 11,592,577 shares (at redemption value) at December 31, 2011 and 11,640,520 shares (at redemption value) at December 31, 2010                      |  |              | 115,925,770 |   |              |  
|                                                                                                                                                                                                |  |              |             |   |              |  
|Stockholders' equity:                                                                                                                                                                           |  |              |             |   |              |  
|Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding                                                                                                    |  |              | -           |   |              |  
|Common stock, $0.0001 par value; 400,000,000 shares authorized; 14,534,884 shares issued and outstanding at December 31, 2011 and 14,840,116 shares issued and outstanding at December 31, 2010 |  |              | 1,453       |   |              |  
|Additional paid-in capital                                                                                                                                                                      |  |              | 5,511,954   |   |              |  
|Accumulated deficit during the development stage                                                                                                                                                |  |              | (513,397    | ) |              |  
|Total stockholders' equity, net                                                                                                                                                                 |  |              | 5,000,010   |   |              |  
|Total liabilities and stockholders' equity                                                                                                                                                      |  | $            | 125,622,082 |   |              | $



The accompanying notes are an integral
part of these consolidated financial statements.



- F-4 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statement of Operations



|                                                                                                          |  | Year              |            |   | July 22, 2010          |   |           | July 22, 2010          | 
|--------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ---------------------- | - | --------- | ---------------------- | 
|                                                                                                          |  | Ended             |            |   | (date of inception) to |   |           | (date of inception) to | 
|                                                                                                          |  | December 31, 2011 |            |   | December 31, 2010      |   |           | December 31, 2011      | 
|                                                                                                          |  |                   |            |   |                        |   |           |                        | 
|Revenue                                                                                                   |  | $                 | -          |   |                        | $ | -         |                        | 
|General and administrative expenses                                                                       |  |                   | 636,726    |   |                        |   | 50,341    |                        | 
|Loss from operations                                                                                      |  |                   | (636,726   | ) |                        |   | (50,341   | )                      | 
|Interest income                                                                                           |  |                   | 157,297    |   |                        |   | 16,373    |                        | 
|Loss before provision for income taxes                                                                    |  |                   | (479,429   | ) |                        |   | (33,968   | )                      | 
|Provision for income taxes                                                                                |  |                   | -          |   |                        |   | -         |                        | 
|Net loss attributable to common shares outstanding                                                        |  | $                 | (479,429   | ) |                        | $ | (33,968   | )                      | 
|                                                                                                          |  |                   |            |   |                        |   |           |                        | 
|Net loss                                                                                                  |  | $                 | (479,429   | ) |                        | $ | (33,968   | )                      | 
|Interest earned in Trust Account, attributable to common stock subject to possible redemption, net of tax |  |                   | -          |   |                        |   | -         |                        | 
|Net loss applicable to common shareholders                                                                |  | $                 | (479,429   | ) |                        | $ | (33,968   | )                      | 
|                                                                                                          |  |                   |            |   |                        |   |           |                        | 
|Weighted average number of common shares outstanding - basic and diluted                                  |  |                   | 14,540,738 |   |                        |   | 5,617,533 |                        | 
|Net loss per common share outstanding, basic and diluted                                                  |  | $                 | (0.03      | ) |                        | $ | (0.01     | )                      | 
|                                                                                                          |  |                   |            |   |                        |   |           |                        | 
|Two Class Method                                                                                          |  |                   |            |   |                        |   |           |                        | 
|Weighted average number of common shares outstanding subject to possible redemption                       |  |                   | 11,592,577 |   |                        |   | 2,993,524 |                        | 
|Net loss per common share for shares subject to possible redemption                                       |  | $                 | 0.01       |   |                        | $ | 0.01      |                        | 
|                                                                                                          |  |                   |            |   |                        |   |           |                        | 
|Weighted average number of common shares, excluding shares subject to possible redemption                 |  |                   | 2,948,161  |   |                        |   | 2,624,009 |                        | 
|Net loss per common share, excluding shares subject to possible redemption - basic and diluted            |  | $                 | (0.16      | ) |                        | $ | (0.01     | )                      | 



The accompanying notes are an integral
part of these consolidated financial statements.



- F-5 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statement of Changes in
Stockholders’ Equity



|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   | Accumulated    |   |  |        |         
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ------- | - | ----- | ----------- |  | - | -------------- | - |  | ------ | --------
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   | Deficit During |   |  |        |         
|                                                                                                                                    |  |              |            |   |         |   |       | Additional  |  |   | the            |   |  | Total  |         
|                                                                                                                                    |  | Common Stock |            |   | Paid-in |   |       | Development |  |   | Stockholders'  |  
|                                                                                                                                    |  | Shares       |            |   | Amount  |   |       | Capital     |  |   | Stage          |   |  | Equity |         
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Issuance of founder shares to Sponsor at $0.010 per founder share                                                                   |  |              | 2,464,286  |   |         | $ | 246   |             |  | $ | 24,754         |   |  |        | -       
|Return and cancellation on October 25, 2010 of 124,170 of founder shares                                                            |  |              | (124,170   | ) |         |   | (12   | )           |  |   | 12             |   |  |        | -       
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Sale on November 23, 2010 of 12,500,000 units, net of offering expenses (including 11,659,490 shares subject to possible redemption |  |              | 12,500,000 |   |         |   | 1,250 |             |  |   | 124,998,750    |   |  |        | -       
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Underwriters' discount and offering expenses                                                                                        |  |              | -          |   |         |   | -     |             |  |   | (7,585,823     | ) |  |        | -       
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Proceeds from private placement of 5,333,333 warrants                                                                               |  |              | -          |   |         |   | -     |             |  |   | 4,000,000      |   |  |        | -       
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Proceeds subject to possible redemption of 11,659,490 shares at November 23, 2010                                                   |  |              | -          |   |         |   | -     |             |  |   | (116,594,900   | ) |  |        | -       
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Decrease in carrying amount of redeemable shares to 11,640,520 shares subject to possible redemption at December 31, 2010           |  |              | -          |   |         |   | -     |             |  |   | 189,700        |   |  |        | -       
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Net loss                                                                                                                            |  |              | -          |   |         |   | -     |             |  |   | -              |   |  |        | (33,968 
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Balances as of December 31, 2010                                                                                                    |  |              | 14,840,116 |   |         | $ | 1,484 |             |  | $ | 5,032,493      |   |  | $      | (33,968 
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Forfeiture of common stock issued to initial stockholders on January 8, 2011                                                        |  |              | (305,232   | ) |         |   | (31   | )           |  |   | 31             |   |  |        | -       
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Decrease in carrying amount of redeemable shares to 11,592,577 shares subject to possible redemption at December 31, 2011           |  |              | -          |   |         |   | -     |             |  |   | 479,430        |   |  |        | -       
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Net loss                                                                                                                            |  |              | -          |   |         |   | -     |             |  |   | -              |   |  |        | (479,429
|                                                                                                                                    |  |              |            |   |         |   |       |             |  |   |                |   |  |        |         
|Balances as of December 31, 2011                                                                                                    |  |              | 14,534,884 |   |         | $ | 1,453 |             |  | $ | 5,511,954      |   |  | $      | (513,397



The accompanying notes are an integral
part of these consolidated financial statements.



- F-6 -







JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
Consolidated Statement of Cash Flows



|                                                                            |  | Year              |          |   | July 22, 2010          |   |              | July 22, 2010          | 
|--------------------------------------------------------------------------- |  | ----------------- | -------- | - | ---------------------- | - | ------------ | ---------------------- | 
|                                                                            |  | Ended             |          |   | (date of inception) to |   |              | (date of inception) to | 
|                                                                            |  | December 31, 2011 |          |   | December 31, 2010      |   |              | December 31, 2011      | 
|Cash Flows From Operating Activities:                                       |  |                   |          |   |                        |   |              |                        | 
|Net loss                                                                    |  | $                 | (479,429 | ) |                        | $ | (33,968      | )                      | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                   |          |   |                        |   |              |                        | 
|Changes in operating assets & liabilities:                                  |  |                   |          |   |                        |   |              |                        | 
|Prepaid insurance                                                           |  |                   | 122,728  |   |                        |   | (204,545     | )                      | 
|Other current assets                                                        |  |                   | (181     | ) |                        |   | (159         | )                      | 
|Franchise tax payable                                                       |  |                   | 142,102  |   |                        |   | 19,800       |                        | 
|Accounts payable and other liabilities                                      |  |                   | (77,023  | ) |                        |   | 46,500       |                        | 
|Proceeds from loan payable to related party                                 |  |                   | -        |   |                        |   | 30,049       |                        | 
|Net cash used in operating activities                                       |  |                   | (291,803 | ) |                        |   | (142,323     | )                      | 
|                                                                            |  |                   |          |   |                        |   |              |                        | 
|Cash Flows from Investing Activities:                                       |  |                   |          |   |                        |   |              |                        | 
|Change in investments held in trust                                         |  |                   | (157,297 | ) |                        |   | (124,966,373 | )                      | 
|Cash used in investing activities                                           |  |                   | (157,297 | ) |                        |   | (124,966,373 | )                      | 
|                                                                            |  |                   |          |   |                        |   |              |                        | 
|Cash Flows f'rom Financing Activities:                                      |  |                   |          |   |                        |   |              |                        | 
|Proceeds from note payable to related party                                 |  |                   | -        |   |                        |   | 25,000       |                        | 
|Payment of note payable to related party                                    |  |                   | -        |   |                        |   | (25,000      | )                      | 
|Proceeds from sale of shares to Sponsor                                     |  |                   | -        |   |                        |   | 25,000       |                        | 
|Proceeds from public offering                                               |  |                   | -        |   |                        |   | 125,000,000  |                        | 
|Proceeds from private placement                                             |  |                   | -        |   |                        |   | 4,000,000    |                        | 
|Payment of offering costs                                                   |  |                   | -        |   |                        |   | (3,050,949   | )                      | 
|Net cash provided by financing activities                                   |  |                   | -        |   |                        |   | 125,974,051  |                        | 
|                                                                            |  |                   |          |   |                        |   |              |                        | 
|Increase (decrease) in cash                                                 |  |                   | (449,100 | ) |                        |   | 865,355      |                        | 
|Cash at beginning of period                                                 |  |                   | 865,355  |   |                        |   | -            |                        | 
|Cash at end of period                                                       |  | $                 | 416,255  |   |                        | $ | 865,355      |                        | 
|                                                                            |  |                   |          |   |                        |   |              |                        | 
|Supplemental Disclosure of Non-Cash Financing Activities:                   |  |                   |          |   |                        |   |              |                        | 
|Deferred offering costs included in accrued expenses                        |  | $                 | -        |   |                        | $ | 159,874      |                        | 
|Deferred offering costs                                                     |  | $                 | -        |   |                        | $ | 4,375,000    |                        | 



The accompanying notes are an integral
part of these consolidated financial statements.



- F-7 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 1. | Organization and Business Operations and Going Concern Consideration
| | -- | --------------------------------------------------------------------



Incorporation



JWC Acquisition Corp. (the “Company”) was incorporated
in Delaware on July 22, 2010.



Sponsor



The company’s sponsor is JWC Acquisition, LLC, a Delaware
limited liability company (the “Sponsor”). Members of the Sponsor owning a majority of the Sponsor’s equity interests
are affiliated with J.W. Childs Associates, L.P. (“Associates”), a private equity firm founded in 1995 by John W. Childs,
the Company’s Chairman and Chief Executive Officer, and Adam L. Suttin, the Company’s President.



Business Purpose



The Company was formed to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “Initial
Business Combination”).



Financing



The registration statement for the Company’s initial public
offering (the “Public Offering”) (as described in Note 3) was declared effective November 17, 2010. The Company consummated
the Public Offering on November 23, 2010, and simultaneously with the closing of the Public Offering, the Sponsor purchased $4,000,000
of warrants in a private placement (Note 4).



On November 23, 2010, $124,950,000 from the Public Offering
and private placement was placed in the Trust Account (discussed below).



Trust Account



The trust account (the “Trust Account”) can either
be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less, or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The funds in the Trust Account
are held in the name of JWC Acquisition Security Corporation, a wholly-owned subsidiary of the Company qualified as a Massachusetts
security corporation (See Note 6).



- F-8 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



Except for a portion of interest income earned on the Trust
Account balance that may be released to the Company to pay any franchise and income taxes and to fund working capital requirements,
and any amounts necessary for the Company to purchase up to 15% of the Company’s public shares if the Company seeks stockholder
approval of the Initial Business Combination, none of the funds held in the Trust Account will be released until the earlier of:
(i) the consummation of the Initial Business Combination; or (ii) the redemption of 100% of the shares of common stock included
in the units sold in the Public Offering if the Company is unable to consummate an Initial Business Combination within 21 months
from the closing of the Public Offering (subject to the requirements of law).



Business Combination



An Initial Business Combination is subject to the following
size, focus and stockholder approval provisions:



Size — The
prospective target business will not have a limitation to size; however, the Company will not consummate an Initial Business Combination
unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company
under the Investment Company Act.



Focus —
The Company’s efforts in identifying prospective target businesses will initially be focused on businesses in the consumer
products and specialty retail sectors but the Company may pursue opportunities in other business sectors.



Tender Offer/Stockholder Approval —
The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval
of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem
their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata
share of the aggregate amount then on deposit in the Trust Account, including interest but less franchise and income taxes payable,
or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid
the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in
the Trust Account, including interest but less franchise and income taxes payable. The decision as to whether the Company will
seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their shares in a tender offer
will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks
stockholder approval, it will consummate its Initial Business Combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its public shares
in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with
the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial
Business Combination.



- F-9 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



Regardless of whether the Company holds a stockholder vote or
a tender offer in connection with an Initial Business Combination, a public stockholder will have the right to redeem their shares
for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest
but less franchise and income taxes payable upon the closing of the Initial Business Combination. As a result, such shares of common
stock were recorded at conversion/tender value and classified as temporary equity in accordance with Financial Accounting Standards
Board, or FASB, ASC Topic 480, “Distinguishing Liabilities from Equity.”



Permitted Purchase of Public Shares —
If the Company seeks stockholder approval prior to the Initial Business Combination and does not conduct redemptions pursuant to
the tender offer rules, prior to the Initial Business Combination, the Company’s Amended and Restated Certificate of Incorporation
permits the release to the Company from the Trust Account amounts necessary to purchase up to 15% of the shares sold in the Public
Offering. All shares so purchased by the Company will be immediately cancelled.



Liquidation



If the Company does not consummate an Initial Business Combination
by August 23, 2012, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public
Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest but net of franchise and income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
subject to the requirement that any refund of income taxes that were paid from the Trust Account which is received after such redemption
shall be distributed to the former public stockholders, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and
liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.



In the event of liquidation, it is likely that the per share
value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial
public offering price per share in the Public Offering (assuming no value is attributed to the warrants contained in the units
to be offered in the Public Offering discussed in Note 3).



Going Concern



In the event that the Company does not consummate a Business
Combination by August 23, 2012, the proceeds held in the Trust Account will be distributed to the Company’s public stockholders,
excluding the Founders to the extent of their initial stock holdings. In the event of such distribution, it is likely that the
per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than
the initial public offering price per Unit in the Offering (assuming no value is attributed to the warrants contained in the Units
offered in the Offering discussed in Note 3). The potential mandatory liquidation raises substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements do not include any adjustments that may be necessary
if the Company is unable to continue as a going concern.

- F-10 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



| | 2. | Significant Accounting Policies
| | -- | -------------------------------



Basis of Presentation



The accompanying consolidated financial
statements as of December 31, 2011 and the results of operations and cash flows for the periods from July 22, 2010 (inception)
through December 31, 2011 and July 22, 2010 (inception) through December 31, 2010, have been
prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) with
the instructions to Form 10-K and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).



The consolidated financial statements include the accounts of
JWC Acquisition Corp. and its wholly-owned subsidiary, JWC Acquisition Security Corporation. All significant intercompany transactions
and balances have been eliminated in consolidation.



Development Stage Company



The Company is considered to be in the development stage as
defined by FASB ASC 915, “Development Stage Entities,” and is subject to the risks associated with activities of development
stage companies. The Company has neither engaged in any operations nor generated any income to date. All activity through the date
the consolidated financial statements were issued relates to the Company’s organizational activities, activities relating
to the Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating
to general corporate matters. The Company will not generate any operating revenues until after completion of an Initial Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the Trust Account
after the Public Offering.



Securities held in Trust



The Company classifies investment in short-term treasury securities
as held-to-maturity in accordance with FASB ASC 320, “Investments - Debt and Equity Securities,” as the Company has
the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted
for the amortization or accretion of premiums or discounts.



- F-11 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



A decline in the market value of held-to-maturity securities
below cost that the Company deems to be other than temporary results in an impairment that reduces the carrying costs to such securities’
fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an
impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a
market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to
the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of
the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition
in the geographic area or industry the investee operates in.



Premiums and discounts are amortized or accreted over the life
of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion
is included in the “Interest income” line item in the statement of operations. Interest income is recognized when earned.



Net Loss Per Share



Basic net loss per share is computed by dividing net loss by
the weighted average number of shares of common stock outstanding during the period in accordance with FASB ASC 260, “Earnings
Per Share”. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common
stock outstanding, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants issued in the
Public Offering and private placement, as calculated using the treasury stock method. As the Company reported a net loss for the
year ended December 31, 2011, the effect of the 17,833,333 warrants (including 5,333,333 warrants issued to the members of the
Sponsor in the private placement), have not been considered in the diluted loss per common share because their effect would be
anti-dilutive. As a result, dilutive loss per common share is equal to basic loss per common share.



The Company’s consolidated statement of operations includes
a presentation of income per share for common stock in a manner similar to the two-class method of income per share. Net income
per common share, basic and diluted, for the number of shares subject to possible redemption is calculated by dividing the interest
earned in the Trust Account, net of applicable income taxes and franchise taxes, attributable to common shares subject to possible
redemption, by the weighted average number of common shares subject to possible redemption.



Use of Estimates



The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.



- F-12 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



Concentration of Credit Risk



Financial instruments that potentially subject the Company to
concentrations of credit risk consist of cash accounts in a financial institution, which at times may exceed the federal depository
insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is
not exposed to significant risks on such accounts.



Income Taxes



Deferred income taxes are provided for the differences between
the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when
necessary to reduce deferred tax assets to the amount expected to be realized.



The Company evaluates the uncertainty in tax positions taken
or expected to be taken in the course of preparing the Company’s consolidated financial statements to determine whether the
tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions deemed not
to meet the “more likely than not” threshold would be recorded as a tax expense in the current period. The Company
has no uncertain tax positions at December 31, 2011.



The Company recognizes interest and penalties related to unrecognized
tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of
and for the year ended December 31, 2011, and for the period from July 22, 2010 (inception) through December 31, 2011.



The Company files a U.S. federal income tax return and may file
income tax returns in various U.S. states and foreign jurisdictions. Generally, the Company is subject to income tax examinations
by major taxing authorities since inception.



The Company may be subject to potential examination by U.S.
federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include
questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal,
U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.



Deferred Offering Costs



Deferred offering costs consist principally of legal, accounting,
and underwriting fees incurred through the balance sheet date that are related to the Public Offering and that were charged to
stockholders’ equity upon the receipt of the capital at the closing of the Public Offering on November 23, 2010.



- F-13 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



Redeemable Common Stock



As discussed in Note 1, all of the 12,500,000 common shares
sold as part of units in the Public Offering contain a redemption feature which allows for the redemption of common shares under
the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with ASC 480, redemption provisions
not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation
events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions
of ASC 480. Although the Company does not specify a maximum redemption threshold, its Amended and Restated Certificate of Incorporation
provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets (stockholders’
equity) to be less than $5,000,001.



The Company recognizes changes in redemption value immediately
as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period.
Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against paid-in capital.



Accordingly, at December 31, 2011 and 2010, 11,592,577 and 11,640,520,
respectively, of the 12,500,000 public shares are classified outside of permanent equity at the redemption value. The redemption
value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less
franchise and income taxes payable (approximately $10.78 and $10.00 at December 31, 2011 and 2010, respectively).



Fair Value of Financial Instruments



Unless otherwise disclosed, the fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures”,
approximates the carrying amounts represented in the balance sheet.



Recent Accounting Pronouncements



Management does not believe that any other recently issued,
but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated
financial statements.



| | 3. | Public Offering
| | -- | ---------------



Public Units



On November 23, 2010, the Company sold 12,500,000 units at a
price of $10.00 per unit in the Public Offering. Each unit consists of one share of the Company’s common stock, $0.0001 par
value, and one warrant (the “Public Warrants”). The Company granted the underwriters a 45-day option to purchase up
to 1,875,000 additional units solely to cover over-allotments, if any. This option was not exercised.



- F-14 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



Public Warrant Terms and Conditions:



Exercise Conditions —
Each Public Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $11.50 per
share commencing on the later of: (i) the consummation of an Initial Business Combination, or (ii) 12 months from the date of the
prospectus for the offering, provided that the Company has an effective registration statement covering the shares of common stock
issuable upon exercise of the Public Warrants (or the Public Warrants are exercisable on a cashless basis) and such shares are
registered or qualified under the securities laws of the state of the exercising holder. The Public Warrants expire five years
from the date of the completion of an Initial Business Combination, unless earlier redeemed. The Public Warrants are redeemable
in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days notice after the warrants become exercisable,
only in the event that the last sale price of the common stock exceeds $18.00 per share for any 20 trading days within a 30-trading
day period. If the Public Warrants are redeemed by the Company, management will have the option to require all holders that wish
to exercise warrants to do so on a cashless basis.



Registration Risk —
In accordance with the warrant agreement relating to the Public Warrants, the Company will be required to use its best efforts
to maintain the effectiveness of a registration statement relating to common stock which would be issued upon exercise of the Public
Warrants. In the event that a registration is not effective at the time of exercise, the holders of Public Warrants shall not be
entitled to exercise such Public Warrants (except on a cashless basis under certain circumstances) and in no event (whether in
the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle or cash
settle the Public Warrants or be subjected to any other contractual penalty for failure to permit such exercise. Consequently,
the Public Warrants may expire unexercised, unredeemed and worthless, and an investor in the Public Offering may effectively pay
the full unit price solely for the shares of common stock included in the units.



Accounting —
Since the Company is not required to net cash settle the Public Warrants, the Public Warrants will be recorded at fair value and
classified within stockholders’ equity as “Additional paid-in capital” upon their issuance in accordance with
FASB ASC 815-40.



Underwriting Agreement — The Company
paid an underwriting discount of 2.0% of the public unit offering price to the underwriters at the closing of the Public Offering,
with an additional fee of 3.5% of the gross offering proceeds payable upon the Company’s consummation of an Initial Business
Combination. Such amount is reflected as deferred offering costs of $4,375,000 on the consolidated balance sheet. The underwriters
will not be entitled to any interest accrued on the deferred discount.



| | 4. | Related Party Transactions
| | -- | --------------------------



Founder Shares and Sponsor Warrants —
In August 2010, the Sponsor purchased 2,464,286 shares of common stock (the “Founder Shares”) for $25,000, or $0.01
per share. Subsequently, on October 25, 2010, the Sponsor returned an aggregate of 124,170 of the Founder Shares to the Company,
which the Company cancelled. Thereafter, on October 25, 2010, the Sponsor transferred an aggregate of 23,400 of the Founder Shares
to John K. Haley and Sonny King, each of whom agreed to serve on the Company’s board of directors following the closing of
the Public Offering. The fair value of the securities transferred was nominal.



- F-15 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



On November 23, 2010, members of the Sponsor purchased an aggregate
of 5,333,333 warrants (the “Sponsor Warrants”) at $0.75 per warrant (for an aggregate purchase price of $4,000,000)
from the Company on a private placement basis simultaneously with the closing of the Public Offering.



Forfeiture —
As a result of the underwriters’ over-allotment option not being exercised for the Public Offering, the Sponsor and the Company’s
independent directors, John K. Haley and Sonny King (collectively, the “Initial Stockholders”), forfeited an aggregate
of 305,232 Founder Shares on January 8, 2011. After giving effect to the forfeitures, the Initial Stockholders own 14% of the Company’s
issued and outstanding shares.



In addition, 290,697 of the Founder Shares in an amount equal
to 2.0% of the Company’s issued and outstanding shares after the Public Offering (“Earnout Shares”), are subject
to forfeiture by the Initial Stockholders in the event the last sales price of the Company’s stock does not equal or exceed
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period within 24 months following the closing of the Company’s Initial Business Combination.



Rights —
The Founder Shares are identical to the shares of common stock included in the units sold in the Public Offering except that (i)
the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (ii) the Initial Stockholders
have agreed to waive their redemption rights with respect to the Founder Shares and public shares they purchase in connection with
the Initial Business Combination and will also waive their redemption rights with respect to the Founder Shares if the Company
fails to consummate an Initial Business Combination by August 23, 2012.



Voting —
If the Company seeks stockholder approval of its Initial Business Combination, the Initial Stockholders have agreed to vote the
Founder Shares in accordance with the majority of the votes cast by the public stockholders and to vote any public shares purchased
during or after the Public Offering in favor of the Initial Business Combination.



Liquidation —
Although the Initial Stockholders and their permitted transferees waived their redemption rights with respect to the Founder Shares
if the Company fails to consummate an Initial Business Combination by August 23, 2012, they will be entitled to redemption rights
with respect to any public shares they may own.



- F-16 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



Sponsor Warrants —
Each Sponsor Warrant is exercisable into one share of common stock at $11.50 per share. The proceeds from the sale of the Sponsor
Warrants were added to the proceeds from the Public Offering held in the Trust Account. The Sponsor Warrants are identical to the
warrants included in the units sold in the Public Offering except that the Sponsor Warrants (i) are not redeemable by the Company
as long as they are held by members of the Sponsor or any of their permitted transferees, (ii) are subject to certain transfer
restrictions described in more detail below and (iii) may be exercised for cash or on a cashless basis. Since the Company is not
required to net-cash settle the Sponsor Warrants, management has determined that the Sponsor Warrants are recorded at fair value
and classified within stockholders’ equity as “Additional paid-in capital” upon their issuance in accordance
with FASB ASC 815-40.



Transfer Restrictions —
The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion
of the Initial Business Combination or earlier if the last sales price of the Company’s common stock exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days from the date of consummation of an Initial Business Combination. The members
of the Sponsor have agreed not to transfer, assign or sell any of the Sponsor Warrants, including the common stock issuable upon
exercise of the Sponsor Warrants, until 30 days after the completion of an Initial Business Combination.



Registration Rights —
The holders of the Founder Shares, Sponsor Warrants and warrants that may be issued upon conversion of working capital loans will
have registration rights to require the Company to register a sale of any of the securities held by them pursuant to the registration
rights agreement. These security holders will be entitled to make up to three demands, excluding short form demands, that the Company
register such securities for sale under the Securities Act of 1933, as amended (the “Securities Act”). In addition,
these security holders have “piggy-back” registration rights to include their securities in other registration statements
filed by the Company. However, the registration rights agreement provides that the Company will not permit any registration statement
filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the
case of the Founder Shares, (A) one year after the completion of the Initial Business Combination or earlier if, subsequent to
the Initial Business Combination, the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after the Initial Business Combination or (B) when the Company consummates a
liquidation, merger, stock exchange or other similar transaction after the Company’s Initial Business Combination which results
in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other
property, and (ii) in the case of the Sponsor Warrants and the respective common stock underlying such warrants, 30 days after
the completion of the Company’s Initial Business Combination. The Company will bear the costs and expenses of filing any
such registration statements.



- F-17 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



| | 5. | Other Related Party Transactions
| | -- | --------------------------------



Administrative Services — The
Company has agreed to pay $5,000 a month in total for office space and general and administrative services to Associates. Services
commenced promptly after the date the Company’s securities were first quoted on the OTCBB and will terminate upon the earlier
of (i) the consummation of an Initial Business Combination or (ii) the liquidation of the Company. No payments have been made under
this agreement, and as of December 31, 2011, $70,000 is due to Associates and is included in accounts payable and other liabilities.



Loan Payable —During the period from July 22, 2010 (date of inception) to December 31, 2010, Associates paid vendor bills on behalf of
the Company in the aggregate amount of $30,049. This amount is payable on demand without interest. This balance is still outstanding
as of December 31, 2011.



| | 6. | Trust Account
| | -- | -------------



A total of $124,950,000, which includes $120,950,000 of the
net proceeds from the Public Offering and $4,000,000 from the private placement, was placed in the Trust Account.



As of December 31, 2011 and 2010, investment
securities in the Company’s Trust Account consist of $125,123,670 and $124,966,373, respectively, invested in the “Western
Institutional US Treasury Reserves” money market fund, a fund which invests exclusively in U.S. government securities. The
carrying amount approximates fair value at December 31, 2011 and 2010.



| | 7. | Fair Value Measurements
| | -- | -----------------------



The Company has adopted ASC 820, “Fair Value Measurement”,
for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually. The adoption of ASC 820 did not have
an impact on the Company’s financial position or results of operations.



The following table presents information about the Company’s
assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2011 and 2010, respectively, and
indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair
values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair
values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves.
Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where
there is little, if any, market activity for the asset or liability:



|Description                                       |  | December 31, 2011 |             |  | Quoted Prices in Active Markets
    (Level 1) |   |             | Significant Other Observable Inputs
    (Level 2) |  |   | Significant Other Unobservable Inputs 
    (Level 3) | 
|------------------------------------------------- |  | ----------------- | ----------- |  | --------------------------------------------- | - | ----------- | ------------------------------------------------- |  | - | ---------------------------------------------------- | 
|Assets:                                           |  |                   |             |  |                                               |   |             |                                                   |  |   |                                                      | 
|Restricted cash equivalents held in Trust Account |  | $                 | 125,123,670 |  |                                               | $ | 125,123,670 |                                                   |  | $ | -                                                    | 



- F-18 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



|Description                                       |  | December 31, 2010 |             |  | Quoted Prices in Active Markets
    (Level 1) |   |             | Significant Other Observable Inputs
    (Level 2) |  |   | Significant Other Unobservable Inputs 
    (Level 3) | 
|------------------------------------------------- |  | ----------------- | ----------- |  | --------------------------------------------- | - | ----------- | ------------------------------------------------- |  | - | ---------------------------------------------------- | 
|Assets:                                           |  |                   |             |  |                                               |   |             |                                                   |  |   |                                                      | 
|Restricted cash equivalents held in Trust Account |  | $                 | 124,966,373 |  |                                               | $ | 124,966,373 |                                                   |  | $ | -                                                    | 



| | 8. | Income Taxes
| | -- | ------------



Components of the Company’s deferred tax assets are as
follows:



|December 31, 2011                |  |   |         
|-------------------------------- |  | - | --------
|                                 |  |   |         
|Net operating loss carryforwards |  | $ | 62,000  
|                                 |  |   |         
|Amortizable start-up costs       |  |   | 101,000 
|                                 |  |   |         
|Less, valuation allowance        |  |   | (163,000
|                                 |  |   |         
|                                 |  | $ | —       



|December 31, 2010                |  |   |        
|-------------------------------- |  | - | -------
|                                 |  |   |        
|Net operating loss carryforwards |  | $ | 14,000 
|                                 |  |   |        
|Less, valuation allowance        |  |   | (14,000
|                                 |  |   |        
|                                 |  | $ | —      



Management has recorded a full valuation allowance against its
deferred tax assets because it does not believe it is more likely than not that sufficient taxable income will be generated. The
effective tax rate differs from the statutory rate of 34% due to the establishment of the valuation allowance. The net operating
loss carry-forward expires in 2031.



- F-19 -







JWC ACQUISITION CORP. AND SUBSIDIARY

(A Corporation in the Development Stage)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)



| | 9. | Stockholders’ Equity
| | -- | --------------------



Common Stock — The authorized common
stock of the Company includes up to 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for
each share of common stock. At December 31, 2011 and 2010, there were 14,534,884 and 14,840,116 shares of common stock outstanding,
respectively.



Preferred Shares — The Company is authorized
to issue 1,000,000 preferred shares with such designations, voting and other rights and preferences as may be determined from time
to time by the Company’s board of directors. At December 31, 2011 and 2010, there were no shares of preferred stock outstanding.



- F-20 -













|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                     
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1            |  | Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on September 23, 2010).                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                 
|3.1            |  | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on November 12, 2010).                                              
|               |  |                                                                                                                                                                                                                                                                                                                 
|3.2            |  | Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 000-54202), filed with the Securities and Exchange Commission on November 24, 2010).                                                                                               
|               |  |                                                                                                                                                                                                                                                                                                                 
|4.1            |  | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).                                                                       
|               |  |                                                                                                                                                                                                                                                                                                                 
|4.2            |  | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on September 23, 2010).                                                             
|               |  |                                                                                                                                                                                                                                                                                                                 
|4.3            |  | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).                                                                    
|               |  |                                                                                                                                                                                                                                                                                                                 
|4.4            |  | Warrant Agreement, dated as of November 17, 2010, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-54202), filed with the Securities and Exchange Commission on November 24, 2010).











|10.1 |  | Promissory Note, dated August 5, 2010, issued to J.W. Childs Associates, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).                                                                                                              
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.2 |  | Letter Agreement, dated as of November 16, 2010, among the Company, JWC Acquisition, LLC, J.W. Childs Associates, L.P. and each of the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.2 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on November 17, 2010).
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.3 |  | Letter Agreement, dated as of November 16, 2010, between the Company and John K. Haley (incorporated by reference to Exhibit 10.3 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on November 17, 2010).                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.4 |  | Letter Agreement, dated as of November 16, 2010, between the Company and Sonny King (incorporated by reference to Exhibit 10.4 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on November 17, 2010).                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.5 |  | Investment Management Trust Agreement, dated as of November 17, 2010, by and among the Company, JWC Acquisition Security Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-54202), filed with the Securities and Exchange Commission on November 24, 2010).               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.6 |  | Letter Agreement, dated as of August 5, 2010, between J.W. Childs Associates, L.P. and the Company regarding administrative support (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).                                                        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.7 |  | Form of Registration Rights Agreement among the Company, JWC Acquisition, LLC and each of the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.8 |  | Securities Purchase Agreement, effective as of August 5, 2010, between the Company and JWC Acquisition, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.9 |  | Sponsor Warrants Purchase Agreement, dated as of August 5, 2010, among the Company and the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on August 12, 2010).                                                                 











|10.10 |  | Amendment to Sponsor Warrants Purchase Agreement, dated as of October 25, 2010, among the Company and the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|10.11 |  | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on September 23, 2010).                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|10.12 |  | Contribution Agreement, dated as of October 25, 2010, by and between the Company and JWC Acquisition, LLC (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).                                
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|10.13 |  | Securities Assignment Agreement, dated as of October 25, 2010, among the Company, JWC Acquisition, LLC, John K. Haley and Sonny King (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on October 26, 2010).     
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|10.14 |  | Amendment No. 1 to Registration Rights Agreement, dated as of March 31, 2011, among the Company, JWC Acquisition, LLC and each of the members of JWC Acquisition, LLC (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2011).                       
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|14    |  | Form of Code of Ethics (incorporated by reference to Exhibit 14 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-168798), filed with the Securities and Exchange Commission on September 23, 2010).                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|31.1* |  | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|31.2* |  | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|32.1* |  | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.                                                                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                            
|32.2* |  | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.                                                                                                                                                                                                                                              











|101** |  | The following materials from the JWC Acquisition Corp. Form 10-K for the year ended December 31, 2011 formatted in Extensible Business Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Consolidated Statement of Cash Flows and (v) related notes, tagged as blocks of texts.
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

| | * | Filed herewith.
| | - | ---------------

| | ** | Previously furnished as an exhibit to the Annual Report on Form 10-K (File No. 000-54202) filed by JWC Acquisition Corp.
                                                          with the Securities and Exchange Commission on March 15, 2012 and
                                                          incorporated by reference herein.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------