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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 June 30, 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 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 1370 Avenue of the Americas, 28th Floor, New York, New York 10019
(212) 445-7800
  þ o
 o o
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o(Do not check if a smaller reporting company)

Smaller reporting company 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 June 30, 2010 (unaudited) and December 31, 2009
    
    3Condensed Statements of Operations for the three and six months ended June 30, 2010 and 2009 (unaudited)
    
    4Condensed Statement of Changes in Stockholders Equity for the six months ended June 30, 2010 (unaudited)
    
    5Condensed Statements of Cash Flows for the six months ended June 30, 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
    
    15PART 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
 June 30, 2010
    
    
    December 31, 2009(unaudited)AssetsCash and cash equivalents
    
    $
    85,477,134
    
    
    $
    87,969,242Prepaid expenses
    
    
    627,467
    
    
    
    551,198$
    86,104,601
    
    
    $
    88,520,440Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    378,602
    
    
    $
    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
    
    
    104,992,784
    
    
    
    103,730,471Accumulated deficit
    
    
    (19,267,881
    )
    
    
    (15,839,620
    )85,725,999
    
    
    
    87,891,947$
    86,104,601
    
    
    $
    88,520,440
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WESTERN LIBERTY BANCORP
 
 CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
    
    
    Three Months Ended
    
    
    Six Months Ended
    
    
    Six Months EndedJune 30, 2010
    
    
    June 30, 2009
    
    
    June 30, 2010
    
    
    June 30, 2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesGeneral and administrative expenses
    
    
    1,045,184
    
    
    
    2,468,765
    
    
    
    2,169,560
    
    
    
    3,297,219Stock based compensation
    
    
    631,156
    
    
    
    93,750
    
    
    
    1,262,313
    
    
    
    187,499Loss from operations
    
    
    (1,676,340
    )
    
    
    (2,562,515
    )
    
    
    (3,431,873
    )
    
    
    (3,484,718
    )Interest income
    
    
    1,628
    
    
    
    10,562
    
    
    
    3,612
    
    
    
    81,184Net loss
    
    $
    (1,674,712
    )
    
    $
    (2,551,953
    )
    
    $
    (3,428,261
    )
    
    $
    (3,403,534
    )Earnings per shareNet loss
    
    $
    (1,674,712
    )
    
    $
    (2,551,953
    )
    
    $
    (3,428,261
    )
    
    $
    (3,403,534
    )Deferred interest on investments
held in trust
relating to common shares subject
to possible
conversion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss attributable to common
stockholders
    
    $
    (1,674,712
    )
    
    $
    (2,551,953
    )
    
    $
    (3,428,261
    )
    
    $
    (3,403,534
    )Weighted average number of common
shares subject
to possible conversion outstanding
    
    
    
    
    
    
    9,584,654
    
    
    
    
    
    
    
    9,584,654Earnings per share common shares subject to possible
conversion
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Weighted average number of common
shares
outstanding  basic and diluted
    
    
    10,959,169
    
    
    
    39,936,064
    
    
    
    10,959,169
    
    
    
    39,936,064Basic and diluted loss per common
share
    
    $
    (0.15
    )
    
    $
    (0.06
    )
    
    $
    (0.31
    )
    
    $
    (0.09
    )
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WESTERN LIBERTY BANCORP
 
 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2010
(Unaudited)
 Common Stock
    
    
    AdditionalShares
    
    
    Amount
    
    
    paid-in capital
    
    
    Accumulated deficit
    
    
    Total stockholderes equityBalance at January 1, 2010
    
    
    10,959,169
    
    
    $
    1,096
    
    
    $
    103,730,471
    
    
    $
    (15,839,620
    )
    
    $
    87,891,947Stock based compensation
    
    
    
    
    
    
    
    
    
    
    1,262,313
    
    
    
    
    
    
    
    1,262,313Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,428,261
    )
    
    
    (3,428,261
    )Balance at June 30, 2010
    
    
    10,959,169
    
    
    $
    1,096
    
    
    $
    104,992,784
    
    
    $
    (19,267,881
    )
    
    $
    85,725,999
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WESTERN LIBERTY BANCORP
 
 CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six Months Ended
    
    
    Six Months EndedJune 30, 2010
    
    
    June 30, 2009Cash flow from operating activitiesNet loss
    
    $
    (3,428,261
    )
    
    $
    (3,403,534
    )Adjustments to reconcile net loss to net cash and cash
equivalents used in operating activitiesStock based compensation
    
    
    1,262,313
    
    
    
    187,499Interest earned on cash held in trust
    
    
    
    
    
    
    (78,838
    )Changes in operating assets and liabilitiesPrepaid expenses
    
    
    (76,269
    )
    
    
    150,301Accrued expenses
    
    
    (249,891
    )
    
    
    2,088,752Net cash used in operating activities
    
    
    (2,492,108
    )
    
    
    (1,055,820
    )Net decrease in cash and equivalents
    
    
    (2,492,108
    )
    
    
    (1,055,820
    )Cash and cash equivalents, beginning of period
    
    
    87,969,242
    
    
    
    1,445,882Cash and cash equivalents, end of period
    
    $
    85,477,134
    
    
    $
    390,062
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WESTERN LIBERTY BANCORP
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
 1 Interim Financial Information
  2 Organization and Business Operations
  General
  Stockholder Approval to Become Western Liberty Bancorp
  Amendment to Trust Agreement
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COI Amendments
  
    
    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% 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% or more in interest of the shares of WLBCs common stock
issued in its initial public offering (Public Shares) exercised their conversion
rights;
    
    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
  Service1st Merger Agreement
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Notice of Special Meeting of Stockholders to be Held on March 25, 2010.
  9




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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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Income
(loss) Per Common Share
     4 Stockholders Equity
 Preferred Stock
  Common Stock
   Restricted Stock
    11




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5 Transaction Costs
  6 Commitments and Contingencies
  7 Indemnifications
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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 June 30, 2010
  Results of Operations for the Six Months Ended June 30, 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 a proxy / registration 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
  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: August 6, 2010/s/ Jason N. AderName:
    Jason N. AderTitle:
    Chief Executive Officer
(Principal Executive Officer)WESTERN LIBERTY BANCORP
Date: August 6, 2010/s/ George A. Rosenbaum Jr.Name:
    George A. Rosenbaum Jr.Title:
    Chief Financial Officer
(Principal Accounting and Financial Officer)  17