UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 000-54202
 JWC ACQUISITION CORP.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    27-3092187
(I.R.S. Employer
Identification No.)
 111 Huntington Avenue, Suite 2900, Boston, Massachusetts 02199
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  þ o




---



##### 



JWC ACQUISITION CORP.
 TABLE OF CONTENT
 PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
    
    
    1Condensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statement of Operations
    
    
    2Condensed Consolidated Statement of Stockholders Equity
    
    
    3Condensed Consolidated Statement of Cash Flows
    
    
    4Notes to Condensed Consolidated Interim Financial Statements
    
    
    5ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    16Special Note Regarding Forward-Looking Statements
    
    
    16Overview
    
    
    16Results of Operations
    
    
    16Liquidity and Capital Resources
    
    
    17Critical Accounting Policies and Estimates
    
    
    18ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    19ITEM 4. CONTROLS AND PROCEDURES
    
    
    19PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    19ITEM 1A. RISK FACTORS
    
    
    20ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    20ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    21ITEM 4. REMOVED AND RESERVED
    
    
    21ITEM 5. OTHER INFORMATION
    
    
    21ITEM 6. EXHIBITS
    
    
    22EX-31.1EX-31.2EX-32.1EX-32.2
  i




---



##### 



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 
 Condensed Consolidated Balance Sheets
 March 31,
    
    
    December 31,2011
    
    
    2010(Unaudited)
    
    
    (Audited)Assets:Current assets:Cash
    
    $
    589,109
    
    
    $
    865,355Prepaid insurance
    
    
    173,863
    
    
    
    204,545Other current assets
    
    
    201
    
    
    
    159Total current assets
    
    
    763,173
    
    
    
    1,070,059Investments held in trust
    
    
    125,007,960
    
    
    
    124,966,373Total assets
    
    $
    125,771,133
    
    
    $
    126,036,432Liabilities and Stockholders Equity:Current liabilities:Loan payable to related party
    
    $
    30,049
    
    
    $
    30,049Franchise tax payable
    
    
    45,000
    
    
    
    19,800Accounts payable and other liabilities
    
    
    71,161
    
    
    
    206,374Total current liabilities
    
    
    146,210
    
    
    
    256,223Deferred underwriter compensation
    
    
    4,375,000
    
    
    
    4,375,000Total liabilities
    
    
    4,521,210
    
    
    
    4,631,223Commitment and contingenciesCommon stock subject to possible redemption: 11,624,992 shares (at redemption value) at
March 31, 2011 and 11,640,520 shares (at redemption value) at December 31, 2010
    
    
    116,249,920
    
    
    
    116,405,200Stockholders 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 March 31, 2011 and 14,840,116 shares
issued and outstanding at
December 31, 2010
    
    
    1,453
    
    
    
    1,484Additional paid-in capital
    
    
    5,187,804
    
    
    
    5,032,493Deficit accumulated during the development stage
    
    
    (189,254
    )
    
    
    (33,968
    )Total stockholders equity, net
    
    
    5,000,003
    
    
    
    5,000,009Total liabilities and stockholders equity
    
    $
    125,771,133
    
    
    $
    126,036,432
  1




---



##### 



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)

Condensed Consolidated Statement of Operations
(Unaudited)
 Period fromThree Months
    
    
    July 22, 2010Ended
    
    
    (inception) throughMarch 31, 2011
    
    
    March 31, 2011Revenue
    
    $
    
    
    
    $
    General and administrative expenses
    
    
    196,873
    
    
    
    247,214Loss from operations
    
    
    (196,873
    )
    
    
    (247,214
    )Interest income
    
    
    41,587
    
    
    
    57,960Loss before provision for income taxes
    
    
    (155,286
    )
    
    
    (189,254
    )Provision for income taxes
    
    
    
    
    
    
    Net loss attributable to common shares outstanding
    
    $
    (155,286
    )
    
    $
    (189,254
    )Net loss
    
    $
    (155,286
    )
    
    $
    (189,254
    )Interest earned in Trust Account, attributable to common stock subject to possible redemption, net of tax
    
    
    
    
    
    
    Net loss applicable to common shareholders
    
    $
    (155,286
    )
    
    $
    (189,254
    )Weighted average number of common shares outstanding  basic and diluted
    
    
    14,558,891
    
    
    
    8,999,901Net loss per common share outstanding, basic and diluted
    
    $
    0.01
    
    
    $
    0.02Two Class MethodWeighted average number of common shares outstanding subject to possible redemption
    
    
    11,622,228
    
    
    
    6,251,063Net loss per common share for shares subject to possible redemption
    
    $
    0.00
    
    
    $
    0.00Weighted average number of common shares, excluding shares subject to possible redemption
    
    
    2,936,663
    
    
    
    2,748,838Net loss per common share, excluding shares subject to possible redemption  basic and diluted
    
    $
    0.05
    
    
    $
    0.07
  2




---



##### 



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
Condensed Consolidated Statement of Stockholders Equity
 AccumulatedDeficitAdditional
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityIssuance of founder shares to
Sponsor at $0.010 per
founder share
    
    
    2,464,286
    
    
    $
    246
    
    
    $
    24,754
    
    
    
    
    
    
    $
    25,000Return 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
    
    
    
    
    
    
    
    125,000,000Underwriters discount and
offering expenses
    
    
    
    
    
    
    
    
    
    
    (7,585,823
    )
    
    
    
    
    
    
    (7,585,823
    )Proceeds from private placement
of 5,333,333 warrants
    
    
    
    
    
    
    
    
    
    
    4,000,000
    
    
    
    
    
    
    
    4,000,000Proceeds subject to possible
redemption of 11,659,490
shares at November 23, 2010
    
    
    
    
    
    
    
    
    
    
    (116,594,900
    )
    
    
    
    
    
    
    (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
    
    
    
    
    
    
    
    189,700Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,968
    )
    
    
    (33,968
    )Balances as of December 31,
2010
    
    
    14,840,116
    
    
    $
    1,484
    
    
    $
    5,032,493
    
    
    $
    (33,968
    )
    
    $
    5,000,009Unaudited:Forfeiture of common stock issued to
initial stockholders on January
8, 2011
    
    
    (305,232
    )
    
    
    (31
    )
    
    
    31
    
    
    
    
    
    
    
    Decrease in carrying amount of
redeemable shares to
11,624,992 shares subject to
possible redemption at March 31, 2011
    
    
    
    
    
    
    
    
    
    
    155,280
    
    
    
    
    
    
    
    155,280Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (155,286
    )
    
    
    (155,286
    )Balances as of March 31, 2011
    
    
    14,534,884
    
    
    $
    1,453
    
    
    $
    5,187,804
    
    
    $
    (189,254
    )
    
    $
    5,000,003
  3




---



##### 



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
Condensed Consolidated Statement of Cash Flows
 Period fromThree Months
    
    
    July 22, 2010Ended
    
    
    (inception) throughMarch 31, 2011
    
    
    March 31, 2011Cash Flows From Operating Activities:Net loss
    
    $
    (155,286
    )
    
    $
    (189,254
    )Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets & liabilities:Prepaid insurance
    
    
    30,682
    
    
    
    (173,863
    )Other current assets
    
    
    (42
    )
    
    
    (201
    )Franchise tax payable
    
    
    25,200
    
    
    
    45,000Accounts payable and other liabilities
    
    
    (135,213
    )
    
    
    71,161Proceeds from loan payable to related party
    
    
    
    
    
    
    30,049Net cash used in operating activities
    
    
    (234,659
    )
    
    
    (217,108
    )Cash Flows from Investing Activities:Change in investments held in trust
    
    
    (41,587
    )
    
    
    (125,007,960
    )Net cash used in investing activities
    
    
    (41,587
    )
    
    
    (125,007,960
    )Cash Flows from Financing Activities:Proceeds from note payable to related party
    
    
    
    
    
    
    25,000Payment of note payable to related party
    
    
    
    
    
    
    (25,000
    )Proceeds from sale of shares to Sponsor
    
    
    
    
    
    
    25,000Proceeds from public offering
    
    
    
    
    
    
    125,000,000Proceeds from private placement
    
    
    
    
    
    
    4,000,000Payment of offering costs
    
    
    
    
    
    
    (3,210,823
    )Net cash provided by financing activities
    
    
    
    
    
    
    125,814,177Increase (decrease) in cash
    
    
    (276,246
    )
    
    
    589,109Cash at beginning of period
    
    
    865,355
    
    
    
    Cash at end of period
    
    $
    589,109
    
    
    $
    589,109Supplemental Disclosure of Non-Cash Financing Activities:Deferred offering costs
    
    $
    
    
    
    $
    4,375,000
  4




---



##### 



JWC ACQUISITION CORP. AND SUBSIDIARY
(A Corporation in the Development Stage)
 
 NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
 (Unaudited)
 1. Organization and Business Operations
 Incorporation
  Sponsor
  Fiscal Year End
  Business Purpose
  Financing
   Trust Account
   5




---



##### 



Business Combination
  Size
 Focus
 Tender Offer/Stockholder Approval
  Permitted Purchase of Public Shares
 6




---



##### 



Liquidation
   2. Significant Accounting Policies
 Basis of Presentation
    7




---



##### 



Development Stage Company
  Securities held in Trust Account
    Net Loss Per Share
   8




---



##### 



Use of Estimates
  Concentration of Credit Risk
  Income Taxes
      Redeemable Common Stock
  9




---



##### 



Fair Value of Financial Instruments
  Recent Accounting Pronouncements
  3. Public Offering
 Public Units
  Public Warrant Terms and Conditions
 Exercise Conditions
 10




---



##### 



Registration Risk
 Accounting
 Underwriting Agreement
  4. Related Party Transactions
 Founder Shares
  Forfeiture
  Rights
 11




---



##### 



Voting
 Liquidation
 Sponsor Warrants
 Disposition Restrictions
 Registration Rights
 12




---



##### 



5. Other Related Party Transactions
 Administrative Services
  Loan Payable
  Note Payable
  6. Trust Account
   GrossUnrealizedCarrying
    
    
    HoldingAmount
    
    
    Gains
    
    
    Fair ValueHeld-to-maturity:United
States Treasury Securities
    
    $
    125,007,469
    
    
    $
    6,282
    
    
    $
    125,013,751
 13




---



##### 



7. Fair Value Measurements
   Quoted
    
    
    
    
    
    
    SignificantPrices in
    
    
    Significant
    
    
    OtherMarch 31,
    
    
    Active
    
    
    Other
    
    
    Unobservable2011
    
    
    Markets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    (unaudited)
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Restricted cash
equivalents held
in Trust Account
    
    $
    125,014,242
    
    
    $
    125,014,242
    
    
    $
    
    
    
    $
    Quoted
    
    
    
    
    
    
    SignificantPrices in
    
    
    Significant
    
    
    OtherActive
    
    
    Other
    
    
    UnobservableDecember 31,
    
    
    Markets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Restricted cash equivalents held in Trust Account
    
    $
    124,972,880
    
    
    $
    124,972,880
    
    
    $
    
    
    
    $
    
 8. Income Taxes
  March 31, 2011 (unaudited)Net operating loss carryforwards
    
    $
    25,000Amortizable start-up costs
    
    
    50,000Less, valuation allowance
    
    
    (75,000
    )$
    
 14




---



##### 



December 31, 2010Net operating loss carryforwards
    
    $
    13,512Less, valuation allowance
    
    
    (13,512
    )$
    
  9. Stockholders Equity
 Common Stock
 Preferred Shares
 15




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
 Special Note Regarding Forward-Looking Statements
  
 Overview
  
 Results of Operations
  16




---



##### 



Liquidity and Capital Resources
    Off-balance sheet financing arrangements
  17




---



##### 



Contractual obligations
  
 Critical Accounting Policies and Estimates
  Cash and cash equivalents
  Cash held in trust
  Loss per common share
  Use of estimates
  18




---



##### 



Income taxes
  Recent accounting pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
    
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  19




---



##### 



ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Use of Proceeds from our Public Offering
     20




---



##### 



Purchases of Equity Securities
  Total number
    
    
    Average priceof warrants
    
    
    paid perPeriod
    
    purchased(1)
    
    
    warrant(1)January 1, 2011  January 31, 2011
    
    
    2,228,486
    
    
    $
    0.62February 1, 2011  February 28, 2011
    
    
    12,900
    
    
    $
    0.67March 1, 2011  March 31, 2011
    
    
    
    
    
    
    Total
    
    
    2,241,386
    
    
    $
    0.62
 
 (1)
    
    The information in the table is based on information available to us from public filings made
by JWC Warrant Holdings and from disclosures to us by JWC Warrant
Holdings. We have also been informed
that JWC Warrant Holdings purchased 510,000 Public Warrants at an
average price of $0.83 per warrant in April 2011 and 1,765,000 Public
Warrants at an average price of $0.88 per warrant during May 2011. We
have been informed that all of these purchases of Public Warrants by JWC Warrant
Holdings were made through a broker-dealer, reported on the
Over-The-Counter Bulletin Board quotation system and were not part of any
publicly announced plan or program. John W.
Childs, our Chairman and Chief Executive Officer, is the controlling member of JWC Warrant Holdings
and, under the terms of JWC Warrant Holdings limited liability company agreement, has sole
dispositive control of the 4,516,886 Public Warrants held by JWC Warrant Holdings. Mr. Childs
disclaims beneficial ownership of such warrants acquired by JWC Warrant Holdings except to the
extent of his pecuniary interest therein.  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. REMOVED AND RESERVED
 
 ITEM 5. OTHER INFORMATION
  21




---



##### 



ITEM 6. EXHIBITS
  Exhibit Number
    
    Description31.1*
    
    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.
 
 *
    
    Filed herewith. 22




---



##### 



SIGNATURES
  JWC ACQUISITION CORP.
Date: May 16, 2011/s/ John W. ChildsName:
    John W. ChildsTitle:
    Chief Executive Officer (principal executive officer)/s/ David A. FiorentinoName:
    David A. FiorentinoTitle:
    Chief Financial Officer (principal financial officer) 23