##### Table of Contents



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 September 30, 2009
 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
    
    26-0469120(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
  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 September 30, 2009 (unaudited) and December 31, 2008
    
    3Condensed Statements of Operations for the three and nine months ended September 30, 2009 and 2008 and the period from June 28, 2007 (inception) through September 30, 2009 (unaudited)
    
    4Condensed Statement of Changes in Stockholders Equity for the period from June 28, 2007 (inception) through September 30, 2009 (unaudited)
    
    5Condensed Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 and the period from June 28, 2007 (inception) through September 30, 2009 (unaudited)
    
    6Notes to Condensed Financial Statements (unaudited)
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    20Item 4. Controls and Procedures
    
    20PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    22Item 1A. Risk Factors
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    22Item 3. Defaults Upon Senior Securities
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    22Item 5. Other Information
    
    22Item 6. Exhibits
    
    22Signatures
    
    23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 WESTERN LIBERTY BANCORP
(A Development Stage Company)
 
 CONDENSED BALANCE SHEETS
 September 30, 2009
    
    
    December 31, 2008(unaudited)AssetsCash and cash equivalents
    
    $
    45,792
    
    
    $
    1,445,882Investments held in trust
    
    
    316,776,730
    
    
    
    316,692,141Prepaid expenses
    
    
    31,730
    
    
    
    257,180$
    316,854,252
    
    
    $
    318,395,203Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    7,321,053
    
    
    $
    682,057Deferred underwriters commission
    
    
    9,584,655
    
    
    
    9,584,65516,905,708
    
    
    
    10,266,712Common stock, subject to possible
conversion, 9,584,654 shares stated at
conversion value
    
    
    95,079,768
    
    
    
    94,983,921Commitments 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; 39,936,064 issued and
outstanding
    
    
    3,036
    
    
    
    3,036Additional paid-in capital
    
    
    214,268,122
    
    
    
    214,082,720Deficit accumulated during the
development stage
    
    
    (9,402,382
    )
    
    
    (941,186
    )204,868,776
    
    
    
    213,144,570$
    316,854,252
    
    
    $
    318,395,203
   3




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##### Table of Contents



WESTERN LIBERTY BANCORP
(A Development Stage Company)
 
 CONDENSED STATEMENTS OF OPERATIONS
 (Unaudited)
 Period fromJune 28, 2007Three Months Ended
    
    
    Three Months Ended
    
    
    Nine Months Ended
    
    
    Nine Months Ended
    
    
    (inception) toSeptember 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesGeneral and administrative expenses
    
    
    4,969,837
    
    
    
    520,742
    
    
    
    8,267,056
    
    
    
    1,279,377
    
    
    
    10,959,704Stock based compensation
    
    
    93,750
    
    
    
    655,418
    
    
    
    281,249
    
    
    
    1,966,254
    
    
    
    5,190,215Loss from operations
    
    
    (5,063,587
    )
    
    
    (1,176,160
    )
    
    
    (8,548,305
    )
    
    
    (3,245,631
    )
    
    
    (16,149,919
    )Interest income
    
    
    5,925
    
    
    
    1,750,226
    
    
    
    87,109
    
    
    
    5,260,382
    
    
    
    6,747,538Net (loss) income
    
    $
    (5,057,662
    )
    
    $
    574,066
    
    
    $
    (8,461,196
    )
    
    $
    2,014,751
    
    
    $
    (9,402,381
    )Earnings per shareNet (loss) income
    
    $
    (5,057,662
    )
    
    $
    574,066
    
    
    $
    (8,461,196
    )
    
    $
    2,014,751
    
    
    $
    (9,402,381
    )Deferred interest on investments held in trust
relating to common shares subject to possible
conversion
    
    $
    (95,847
    )
    
    $
    (479,233
    )
    
    $
    (95,847
    )
    
    $
    (349,719
    )
    
    $
    (862,619
    )Net (loss) income attributable to common
stockholders
    
    $
    (5,153,509
    )
    
    $
    94,833
    
    
    $
    (8,557,043
    )
    
    $
    1,665,032
    
    
    $
    (10,265,000
    )Weighted average number of common shares subject
to possible conversion outstanding
    
    
    9,584,654
    
    
    
    9,584,654
    
    
    
    9,584,654
    
    
    
    9,584,654Earnings per share common shares subject to
possible
conversion
    
    $
    0.01
    
    
    $
    0.05
    
    
    $
    0.01
    
    
    $
    0.04Weighted average number of common shares
outstanding  basic
    
    
    39,936,064
    
    
    
    39,936,064
    
    
    
    39,936,064
    
    
    
    39,936,064Weighted average number of common shares
outstanding  diluted
    
    
    39,936,064
    
    
    
    80,384,914
    
    
    
    39,936,064
    
    
    
    80,384,914Basic (loss) earnings per common share
    
    $
    (0.13
    )
    
    $
    
    
    
    $
    (0.21
    )
    
    $
    0.04Diluted (loss) earnings per common share
    
    $
    (0.13
    )
    
    $
    
    
    
    $
    (0.21
    )
    
    $
    0.02
   4




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WESTERN LIBERTY BANCORP
(A Development Stage Company)
 
 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 FOR THE PERIOD JUNE 28, 2007 (INCEPTION) TO SEPTEMBER 30, 2009
 (Unaudited)
 Earnings (deficit)accumulatedduring theCommon Stock
    
    
    Additional
    
    
    developmentShares
    
    
    Amount
    
    
    paid-in capital
    
    
    stage
    
    
    TotalCommon shares issued at $0.001 per share
    
    
    8,625,000
    
    
    $
    863
    
    
    $
    7,762
    
    
    $
    
    
    
    $
    8,625Sale of 31,948,850 units, net of underwriters
commissions and offering expenses (includes
9,584,654 shares subject to possible conversion)
    
    
    31,948,850
    
    
    
    3,195
    
    
    
    295,649,528
    
    
    
    
    
    
    
    295,652,723Proceeds subject to possible conversion of
9,584,654
shares
    
    
    
    
    
    
    (958
    )
    
    
    (94,216,190
    )
    
    
    
    
    
    
    (94,217,148
    )Proceeds from issuance of private placement
warrants
    
    
    
    
    
    
    
    
    
    
    8,500,000
    
    
    
    
    
    
    
    8,500,000Redemption of common shares at $0.001 per share
    
    
    (637,786
    )
    
    
    (64
    )
    
    
    (574
    )
    
    
    
    
    
    
    (638
    )Stock based compensation
    
    
    
    
    
    
    
    
    
    
    284,014
    
    
    
    
    
    
    
    284,014Deferred interest on investments held in trust
relating
to common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (321,208
    )
    
    
    
    
    
    
    (321,208
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    611,360
    
    
    
    611,360Balance at December 31, 2007
    
    
    39,936,064
    
    
    
    3,036
    
    
    
    209,903,332
    
    
    
    611,360
    
    
    
    210,517,728Stock based compensation
    
    
    
    
    
    
    
    
    
    
    4,624,952
    
    
    
    
    
    
    
    4,624,952Deferred interest on investments held in trust
relating
to common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (445,564
    )
    
    
    
    
    
    
    (445,564
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,552,546
    )
    
    
    (1,552,546
    )Balance at December 31, 2008
    
    
    39,936,064
    
    
    
    3,036
    
    
    
    214,082,720
    
    
    
    (941,186
    )
    
    
    213,144,570Stock based compensation
    
    
    
    
    
    
    
    
    
    
    281,249
    
    
    
    
    
    
    
    281,249Deferred interest on investments held in trust
relating
to common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (95,847
    )
    
    
    
    
    
    
    (95,847
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,461,196
    )
    
    
    (8,461,196
    )Balance at September 30, 2009
    
    
    39,936,064
    
    
    $
    3,036
    
    
    $
    214,268,122
    
    
    $
    (9,402,382
    )
    
    $
    204,868,776
   5




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WESTERN LIBERTY BANCORP
(A Development Stage Company)
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Period fromJune 28, 2007Nine Months Ended
    
    
    Nine Months Ended
    
    
    (inception) toSeptember 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2009Cash flow from operating activitiesNet (loss) income
    
    $
    (8,461,196
    )
    
    $
    2,014,751
    
    
    $
    (9,402,382
    )Adjustments to reconcile net (loss) income to net cash
used
in operating activitiesStock based compensation
    
    
    281,249
    
    
    
    1,966,254
    
    
    
    5,190,215Interest earned on cash held in trust
    
    
    (84,589
    )
    
    
    (5,240,178
    )
    
    
    (6,717,770
    )Changes in operating assets and liabilitiesPrepaid expenses
    
    
    225,450
    
    
    
    225,451
    
    
    
    (31,730
    )Accrued expenses
    
    
    6,638,996
    
    
    
    (92,779
    )
    
    
    7,321,053Accrued offering costs
    
    
    
    
    
    
    (498,775
    )
    
    
    Net cash used in operating activities
    
    
    (1,400,090
    )
    
    
    (1,625,276
    )
    
    
    (3,640,614
    )Cash flow from investing activitiesCash withdrawn from trust account for working capital
    
    
    
    
    
    
    4,100,000
    
    
    
    4,100,000Cash placed in trust account
    
    
    
    
    
    
    
    
    
    
    (314,158,960
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    4,100,000
    
    
    
    (310,058,960
    )Cash flow from financing activitiesProceeds from sales of shares of common stock to initial
stockholders, net
    
    
    
    
    
    
    
    
    
    
    7,987Proceeds from sale of warrants in private placement
    
    
    
    
    
    
    
    
    
    
    8,500,000Proceeds from initial public offering
    
    
    
    
    
    
    
    
    
    
    319,488,500Payment of underwriters discount and offering costs
    
    
    
    
    
    
    
    
    
    
    (14,251,121
    )Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    313,745,366Net (decrease) increase in cash and equivalents
    
    
    (1,400,090
    )
    
    
    2,474,724
    
    
    
    45,792Cash and cash equivalents, beginning of period
    
    
    1,445,882
    
    
    
    81,163
    
    
    
    Cash and cash equivalents, end of period
    
    $
    45,792
    
    
    $
    2,555,887
    
    
    $
    45,792Supplemental disclosure of non-cash financing activitiesDeferred interest on investments held in trust relating to
common shares subject to possible conversion
    
    $
    95,847
    
    
    $
    349,719
    
    
    $
    862,619Deferred underwriter commissions included in proceeds from
initial public offering
    
    $
    
    
    
    $
    
    
    
    $
    9,584,655
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WESTERN LIBERTY BANCORP
(A Development Stage Company)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (Unaudited)
 1
    
    Interim Financial Information
  2
    
    Organization and Business Operations
 WLBC
 General
  Offering Trust Account Public Stockholders
    7




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1st Commerce Merger Agreement
 1st Commerce Merger
Agreement 1st Commerce Merger Sub 1st Commerce Bank Capitol Development Merger Acquisition
     Warrant and Founders Shares Restructuring
 Warrant Restructuring Letter
Agreement Consenting Warrantholders Original Warrant Agreement Warrant Agent
 Hayground Cove
  8




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Amended and Restated Warrant Agreement
 Warrant Letter Agreement with Sponsor
  3
    
    Significant Accounting Policies
 Use of Estimates
  Investments held in trust
  4
    
    Initial Public Offering
   9




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Founders Warrants
  5
    
    Related Party Transactions
 Initial Stockholders
 Services Agreement
  6
    
    Stockholders Equity
 Preferred Stock
  Common Stock
 Founders Shares
  Restricted Stock Units
 Restricted Stock Units Vesting Date
  10




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7
    
    Transaction Costs
  8
    
    Commitments and Contingencies
  9
    
    Indemnifications
  10
    
    Subsequent Events
 Stockholder Approval to Become Western Liberty Bancorp
  Background
 COI Amendments
 Amendment to Trust Agreement
 Trust Agreement Amendment
  11




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Modifications to Common Shares
 Certificate of Amendment Second A&R Certificate of Incorporation
  
    
    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, even if it
does not complete the Acquisition;
 
    
    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.
  12




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Amendment to Amended and Restated Warrant Agreement
 Warrant
Agreement Amendment
 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing
 Exchange
  Service1st Merger Agreement
 Merger Agreement Merger Sub Service1st Merger
   Valuation
Date Base
Merger Consideration Closing Date Contingent Merger Consideration Exchange Ratio
  13




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Voting Agreement
 Stockholders Voting Agreement
 Employment Agreement with William E. Martin
 Martin Employment Agreement
  Employment Agreement with John S. Gaynor
 Gaynor Employment Agreement
  14




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##### Table of Contents



Employment Agreement with Richard Deglman
 Deglman Employment Agreement Employment Agreements
   15




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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
  Merger Agreement Merger Sub Service1st Merger
    16




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Off-Balance Sheet Arrangements
   Contractual Obligations, Commitments and Contingencies
  Results of Operations for the Three Months Ended September 30, 2009
  Results of Operations for the Nine Months Ended September 30, 2009
  Settlement Agreement with our Former Chief Executive Officer
 Settlement Agreement
  17




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Appointment of President
    Employment Agreement With George A. Rosenbaum, Jr.
 A&R Rosenbaum Employment Agreement
 Effective Date
 Employment Agreement with William E. Martin
 Martin Employment Agreement
  Employment Agreement with John S. Gaynor
 Gaynor Employment Agreement
  Employment Agreement with Richard Deglman
 Deglman Employment Agreement Employment Agreements
  Liquidity and Capital Resources
   18




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
    
    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 our services agreement with our sponsor
and 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.
 Critical Accounting Policies and Estimates
  Income (loss) Per Common Share
    19




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Fair value of financial instruments
  Classification and Measurement of Redeemable Securities
 Classification and Measurement of Redeemable Securities
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
   20




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21




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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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 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
  22




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SIGNATURES
  WESTERN LIBERTY BANCORPDate: November 9, 2009/s/ Jason N. AderName:
    
    Jason N. AderTitle:
    
    Chief Executive Officer(Principal Executive Officer)WESTERN LIBERTY BANCORPDate: November 9, 2009/s/ Andrew NelsonName:
    
    Andrew NelsonTitle:
    
    Chief Financial Officer(Principal Accounting and Financial Officer)
  23