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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-33803
 WESTERN LIBERTY BANCORP
  Delaware
    
    30-0615838(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1370 Avenue of the Americas, 28th Floor, New York, New York 10019
(212) 445-7800
  þ o
 o o
 Rule 12b-2
 Large accelerated filer o
    
    Accelerated filer þ
    
    Smaller reporting company o
    
    Non-accelerated filer o
 þ o




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WESTERN LIBERTY BANCORP
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009
    
    
    3Condensed Statements of Operations for the three months ended March 31, 2010 and 2009 (unaudited)
    
    
    4Condensed Statement of Changes in Stockholders Equity for the three months ended March 31, 2010 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4. Controls and Procedures
    
    
    16PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    16Item 1A. Risk Factors
    
    
    16Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3. Defaults Upon Senior Securities
    
    
    16Item 4. (Removed and Reserved)
    
    
    16Item 5. Other Information
    
    
    16Item 6. Exhibits
    
    
    16Signatures
    
    
    17Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 WESTERN LIBERTY BANCORP
 
 CONDENSED BALANCE SHEETS
 March 31, 2010
    
    
    December 31, 2009(unaudited)AssetsCash and cash equivalents
    
    $
    86,477,818
    
    
    $
    87,969,242Prepaid expenses
    
    
    550,168
    
    
    
    551,198$
    87,027,986
    
    
    $
    88,520,440Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    258,431
    
    
    $
    628,493Commitments and contingenciesStockholders EquityPreferred stock, $0.0001 par value;
1,000,000 shares authorized; None
issued or outstanding
    
    
    
    
    
    
    Common stock, $0.0001 par value;
100,000,000 shares authorized;
10,959,169 issued and
outstanding
    
    
    1,096
    
    
    
    1,096Additional paid-in capital
    
    
    104,361,628
    
    
    
    103,730,471Accumulated deficit
    
    
    (17,593,169
    )
    
    
    (15,839,620
    )86,769,555
    
    
    
    87,891,947$
    87,027,986
    
    
    $
    88,520,440
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WESTERN LIBERTY BANCORP
 
 CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
    
    
    Three Months EndedMarch 31, 2010
    
    
    March 31, 2009Revenue
    
    $
    
    
    
    $
    Operating expensesGeneral and administrative expenses
    
    
    1,124,376
    
    
    
    828,454Stock based compensation
    
    
    631,157
    
    
    
    93,749Loss from operations
    
    
    (1,755,533
    )
    
    
    (922,203
    )Interest income
    
    
    1,984
    
    
    
    70,622Net loss
    
    $
    (1,753,549
    )
    
    $
    (851,581
    )Earnings per shareNet loss
    
    $
    (1,753,549
    )
    
    $
    (851,581
    )Deferred interest on investments held in trust
relating to common shares subject to possible
conversion
    
    $
    
    
    
    $
    Net loss attributable to common stockholders
    
    $
    (1,753,549
    )
    
    $
    (851,581
    )Weighted average number of common shares subject
to possible conversion outstanding
    
    
    
    
    
    
    9,584,654Earnings per share common shares subject to
possible
conversion
    
    
    
    
    
    $
    Weighted average number of common shares
outstanding  basic and diluted
    
    
    10,959,169
    
    
    
    39,936,064Basic and diluted loss per common share
    
    $
    (0.16
    )
    
    $
    (0.02
    )
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WESTERN LIBERTY BANCORP
 
 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2010
(Unaudited)
 Common Stock
    
    
    AdditionalShares
    
    
    Amount
    
    
    paid-in capital
    
    
    Earnings (deficit)
    
    
    TotalBalance at January 1,
2010
    
    
    10,959,169
    
    
    $
    1,096
    
    
    $
    103,730,471
    
    
    $
    (15,839,620
    )
    
    $
    87,891,947Stock based compensation
    
    
    
    
    
    
    
    
    
    
    631,157
    
    
    
    
    
    
    
    631,157Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,753,549
    )
    
    
    (1,753,549
    )Balance at March 31, 2010
    
    
    10,959,169
    
    
    $
    1,096
    
    
    $
    104,361,628
    
    
    $
    (17,593,169
    )
    
    $
    86,769,555
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WESTERN LIBERTY BANCORP
 
 CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three Months Ended
    
    
    Three Months EndedMarch 31, 2010
    
    
    March 31, 2009Cash flow from operating activitiesNet loss
    
    $
    (1,753,549
    )
    
    $
    (851,581
    )Adjustments to reconcile net loss to net
cash used in
operating activitiesStock based compensation
    
    
    631,157
    
    
    
    93,749Interest earned on cash held in trust
    
    
    
    
    
    
    (69,046
    )Changes in operating assets and liabilitiesPrepaid expenses
    
    
    1,030
    
    
    
    75,150Accrued expenses
    
    
    (370,062
    )
    
    
    76,550Net cash used in operating activities
    
    
    (1,491,424
    )
    
    
    (675,178
    )Net decrease in cash and equivalents
    
    
    (1,491,424
    )
    
    
    (675,178
    )Cash and cash equivalents, beginning of period
    
    
    87,969,242
    
    
    
    1,445,882Cash and cash equivalents, end of period
    
    $
    86,477,818
    
    
    $
    770,704
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WESTERN LIBERTY BANCORP
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
 1
    
    Interim Financial Information
 These unaudited condensed financial statements as of March 31, 2010 and for the three months
ended March 31, 2010 and 2009, have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. Operating
results for the interim period presented are not necessarily indicative of the results to be
expected for any other interim period or for the full year. These interim unaudited financial
statements should be read in conjunction with the financial statements for the year ended
December 31, 2009, which are included in Western Liberty Bancorps Annual Report on Form 10-K
filed with the Securities and Exchange Commission.
 2
    
    Organization and Business Operations
 On October 7, 2009, Global Consumer Acquisition Corp.s stockholders approved the proposal to
change its name to Western Liberty Bancorp (WLBC, us or we). All references to Global Consumer
Acquisition Corp. have been changed to Western Liberty Bancorp.GeneralWe were formerly known as Global Consumer Acquisition Corp. and were a special purpose
acquisition company, formed under the laws of Delaware on June 28, 2007, to consummate an
acquisition, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. On October 7, 2009, our stockholders approved
our initial acquisition of 1st Commerce Bank, a Nevada-chartered non-member bank (1st Commerce
Bank) (such acquisition was subsequently terminated by mutual agreement of the parties), along
with certain amendments to our Amended and Restated Certificate of Incorporation removing certain
provisions specific to special purpose acquisition companies, changing our name to Western
Liberty Bancorp and authorizing the distribution and termination of our trust account.
Effective October 7, 2009, the Company began its business operations and exited its development
stage.Stockholder Approval to Become Western Liberty BancorpOn October 7, 2009, WLBCs stockholders approved certain proposals to amend its Amended and
Restated Certificate of Incorporation (the COI Amendments) and its existing Investment
Management Trust Agreement and the acquisition of 1st Commerce Bank at a special meeting of its
stockholders held on October 7, 2009 (the Special Meeting).Amendment to Trust AgreementAt the Special Meeting, WLBCs stockholders authorized WLBC and Continental Stock Transfer &
Trust Company, as trustee (the Trustee) to distribute and terminate WLBCs trust account
pursuant to an Amendment No. 1 to the Investment Management Trust Agreement, dated October 7,
2009 (the Trust Agreement Amendment). The Trust Agreement Amendment amends the Trust Agreement,
which provided that the Trustee could only liquidate the trust account upon the consummation of
WLBCs initial business combination or on November 27, 2009.
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COI AmendmentsThe COI Amendments were also approved at the Special Meeting. The COI Amendments amended WLBCs
Amended and Restated Certificate of Incorporation as follows:
 
    
    amended the definition of Business Combination to remove the requirement that
WLBCs initial acquisition of one or more assets or operating businesses needed to
have a fair market value of at least 80.0% of WLBCs net assets held in trust (net
of taxes and amounts disbursed for working capital purposes and excluding the amount
held in the trust account representing a portion of the underwriters discount) at
the time of acquisition;
    
    removed the prohibition on the consummation of a business combination if holders
of an aggregate of 30.0% or more in interest of the shares of WLBCs common stock
issued in its initial public offering (Public Shares) exercised their conversion
rights; and
    
    removed the requirement that only holders of Public Shares who voted against
WLBCs initial business combination could covert their Public Shares into cash.
    
    changed WLBCs name from Global Consumer Acquisition Corp. to Western Liberty
Bancorp;
    
    changed WLBCs corporate existence to perpetual, so WLBC will not be required to
liquidate on November 27, 2009;
    
    deleted the provision in the Certificate of Incorporation that provided that in
the event a business combination was not consummated prior to November 27, 2009,
WLBCs corporate purpose would automatically have been limited to effecting and
implementing WLBCs dissolution and liquidation and that WLBCs powers would be
limited to those set forth in Section 278 of the Delaware General Corporation Law
and as otherwise may be necessary to implement the limited purpose; and
    
    deleted the following restrictions only applicable to special purpose acquisition
companies:
 
    
    the requirement that a business combination be submitted to
WLBCs stockholders for approval and authorized by the vote of a majority of
the Public Shares cast at a meeting of stockholders to approve such business
combination;
    
    the procedures for exercising conversion rights;
    
    the provision for when funds may be disbursed from WLBCs
trust account established in connection with its initial public offering;
    
    the provision that no other business combination could be
consummated until WLBC initial business combination is consummated; and
    
    the provision that holders of Public Shares would be entitled
to receive distributions from WLBCs trust account only in the event of WLBCs
liquidation or by demanding conversion.
 Amendment to Amended and Restated Warrant Agreement
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Service1st Merger Agreement
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Registration Statement Notice of Special Meeting of Stockholders to be Held on March 25, 2010.
 Voting Agreement
  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing
 Exchange Panel Staff FINRA OTCBB
 3
    
    Significant Accounting Policies
 Use of Estimates
  Cash and Cash Equivalents
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4
    
    Stockholders Equity
 Preferred Stock
  Common Stock
   Restricted Stock
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5
    
    Transaction Costs
 For the three months ended March 31, 2010, WLBC incurred transaction costs relating to the
proposed business combination with Service1st in the amount of $841,728. Such transaction costs
were expensed as professional fees.
 6
    
    Commitments and Contingencies
 There is no material litigation currently pending against WLBC or any members of its management
team in their capacity as such.
 7
    
    Indemnifications
 WLBC has entered into agreements with its officers and directors to provide contractual
indemnification in addition to the indemnification provided in its amended and restated
certificate of incorporation. WLBC believes that these provisions and agreements are necessary to
attract qualified officers and directors. WLBCs bylaws also will permit it to secure insurance
on behalf of any officer, director or employee for any liability arising out of his or her
actions, regardless of whether Delaware law would permit indemnification. WLBC has purchased a
policy of directors and officers liability insurance that insures WLBCs directors and officers
against the cost of defense, settlement or payment of a judgment in some circumstances and
insures WLBC against its obligations to indemnify the directors and officers.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 You should read the following discussion and analysis in conjunction with unaudited condensed
financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and our combined and
consolidated financial statements and related notes thereto included in or incorporated into
Part II, Item 8 of our Annual Report on Form 10-K and the Risk Factors included in Part I, Item 1A
of our Annual Report on Form 10-K , as well as other cautionary statements and risks described
elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K .
  Forward-Looking Statements
  Overview
    Off-Balance Sheet Arrangements
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Contractual Obligations, Commitments and Contingencies
  Results of Operations for the Three Months Ended March 31, 2010
  Liquidity and Capital Resources
     
    
    legal, accounting and other expenses attendant to the due diligence
investigations, structuring and negotiating of a business combination,
including without limitation third-party fees for assisting us in performing
due diligence investigations of prospective target businesses
    
    legal and accounting fees relating to our SEC reporting obligations
(including the proxy statement in connection with a business combination);
    
    expenses and fees relating to certain general and administrative services; and
    
    general working capital that will be used for miscellaneous expenses,
including reimbursement of any out-of-pocket expenses incurred by our
founding stockholders, directors and officers in connection with activities
on our behalf, director and officer liability and other insurance premiums
and, if we must dissolve and liquidate, further expenditures for dissolution
and liquidation costs.
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Critical Accounting Policies and Estimates
  Income (loss) Per Common Share
     Fair value of financial instruments
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. (REMOVED AND RESERVED)
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description31.1
    
    
    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
  WESTERN LIBERTY BANCORP
Date: May 10, 2010/s/ Jason N. AderName:
    Jason N. AderTitle:
    Chief Executive Officer
(Principal Executive Officer)WESTERN LIBERTY BANCORP
Date: May 10, 2010/s/ George A. Rosenbaum Jr.Name:
    George A. Rosenbaum Jr.Title:
    Chief Financial Officer
(Principal Accounting and Financial Officer)  17