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** **

 

** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-Q/A**

 

**AmendmentNo. 1 to Form 10-Q**

** **

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**(****Mark One)**

| **x**      | **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**                                                                                      |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                            |
| ** ** | **For the quarterly period ended June 30, 2008**                                                                                                                                 |
| ** ** | ** **                                                                                                                                                                            |
| **o**      | **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**                                                                                     |
| ** ** | ** **                                                                                                                                                                            |
| ** ** | **For the transition period  from            to            ** |

 

**Commission File Number 000-52642**

 

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**ShermenWSC Acquisition Corp.**

(Exact Name of Registrant as Specified in Its Charter)

 

| **Delaware**                    | ** ** | **20-4755936**      |   |
|---------------------------------|------------|---------------------|--------|
| (State or other Jurisdiction of |       | (I.R.S. Employer    |   |
| Incorporation or Organization)  |       | Identification No.) |   |

 

| **c/o The Shermen Group, 1251 Avenue of the Americas,  Suite 900, New York, NY** | ** ** | **10020**  |
|---------------------------------------------------------------------------------------|------------|------------|
| (Address of Principal Executive Offices)                                              |       | (Zip Code) |

** **

**(212) 300-0020**

(Registrant’s Telephone Number, Including Area Code)

 

**Not Applicable**

(Former Name, Former Address and Former Fiscal Year, if Changed SinceLast Report)

 

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Indicateby check mark whether the registrant:  (1) filedall reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.    Yes  x    No  o

 

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

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

 

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

 

Asof August 12, 2008, 28,750,000 shares of common stock, par value $0.0001per share, were issued and outstanding.

 

 

 

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**TABLE OF CONTENTS**

 

**SHERMENWSC ACQUISITION CORP.**

(a developmentstage enterprise)

 

**Contents**

 
| ** **                                                                                                     | **Page   No.** |
|----------------------------------------------------------------------------------------------------------------|---------------------|
| ** **                                                                                                     | ** **          |
| Part I. FINANCIAL  INFORMATION                                                                                 |                |
|                                                                                                           |                |
| Item 2 – Management’s  Discussion and Analysis of Financial Condition and Results of Operations | 2                   |
|                                                                                                           |                |
|                                                                                                           |                |
| Part II.  OTHER INFORMATION                                                                               |                |
|                                                                                                           |                |
| Item 6  – Exhibits                                                                                   | 5                   |
|                                                                                                           |                |
| Signatures                                                                                                     | 6                   |

 

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**ExplanatoryNote**

We are filing this Amendment No. 1 on Form 10-Q/A(this “Amendment No. 1”) to our Quarterly Report on Form 10-Q for the threemonths ended June 30, 2008 (the “Form 10-Q”) for the purpose of amendingItem 2 of Part I of the Form 10-Q.  Afterwe filed the Form 10-Q with the U.S. Securities and Exchange Commission (the“SEC”), we reviewed the version of the Form 10-Q that was filed with the SEC toensure that it contained accurate information. Based on our review, we have determined that the summary table regardingthe funds held in our trust account in Item 2 of Part I of the Form 10-Qcontained incorrect numbers and needed additional information regarding thefees paid to the trustee for our trust account. In addition, we have determined that such summary table could beexpanded to include additional information regarding certain fees relating toour initial public offering, so that it would be more informative toinvestors.  Such summary table has beenrevised and expanded to state correct numbers and to include additionalinformation regarding the fees paid to the trustee for our trust account andcertain fees relating to our initial public offering.  Such revision did not have any impact on therest of the Form 10-Q.

Pursuant to Rule 12b-15 under the Securities andExchange Act of 1934, as amended, this Amendment No. 1 also contains newcertifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of2002, as amended. This Amendment No. 1 contains only the sections of andexhibits to the Form 10-Q that are being amended. The sections of and exhibitsto the Form 10-Q as originally filed, which are not included herein, areunchanged and continue in full force and effect as originally filed.  This Amendment No. 1 speaks as of thedate of the original filing of the Form 10-Q and has not been updated toreflect events occurring subsequent to the original filing date.  

 

 

 

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**PART I:FINANCIAL INFORMATION**

 
| **ITEM 2.** | ** ** | **MANAGEMENT’S DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** |
|-------------|------------|-------------------------------------------------------------------------------------------------|

 

Thefollowing discussion should be read in conjunction with our Condensed UnauditedInterim Financial Statements and notes thereto contained in this QuarterlyReport on Form 10-Q.

 

**Forward LookingStatements**

** **

ThisQuarterly Report on Form 10-Q includes forward-looking statements withinthe meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21Eof the Securities Exchange Act of 1934, as amended.  We have based these forward-lookingstatements on our current expectations and projections about futureevents.  These forward-looking statementsare subject to known and unknown risks, uncertainties and assumptions about usthat may cause our actual results, levels of activity, performance orachievements to be materially different from any future results, levels ofactivity, performance or achievements expressed or implied by suchforward-looking statements.  In somecases, you can identify forward-looking statements by terminology such as “may,”“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”“continue,” or the negative of such terms or other similar expressions.  Factors that might cause or contribute tosuch a discrepancy include, but are not limited to, those described in ourother Securities and Exchange Commission (“SEC”) filings.

 

**Overview**

** **

We wereformed on April 18, 2006 for the purpose of acquiring, through a merger,capital stock exchange, asset acquisition, stock purchase or other similarbusiness combination, an operating business in the agriculture industry.

 

On May 30,2007, we completed our initial public offering (“IPO”) of 23,000,000 units (“Units”).  Each Unit consists of one share of our commonstock, $0.0001 par value per share (“Common Stock”), and two warrants (“Warrants”),each to purchase one share of Common Stock at $5.00 per share.  The public offering price of each Unit was$6.00, and we generated gross proceeds of $138,000,000 in the IPO (includingproceeds from the exercise of the underwriters’ over-allotment option).  Of the gross proceeds: (i) we deposited$133,210,000 into a trust account (the “Trust Account”) at JP Morgan Chase NYBank, maintained by Continental Stock Transfer & Trust Company astrustee, which included $5,520,000 of deferred underwriting fees; (ii) theunderwriters received $4,140,000 as underwriting fees (excluding the deferredunderwriting fees); and (iii) we retained $607,900 for offeringexpenses.  In addition, we deposited intothe Trust Account $3,650,000.20 that we received from the issuance and sale of5,214,286 warrants (the “Founder Warrants”) to Shermen WSC Holding LLC, whosemanaging member is Shermen Capital Partners, LLC, an entity controlled byFrancis P. Jenkins, Jr., our chairman and chief executive officer, on May 30,2007 in a private placement exempt from registration under Securities Act of1933, as amended.

 

Aftercompletion of the IPO, we began contacting investment bankers, private equityfirms and other business contacts in order to generate ideas about a suitablebusiness combination. We also received unsolicited inquiries from severalinvestment banking firms, private equity firms and other businessintermediaries. We informed these contacts that we were seeking an operatingbusiness for our initial business combination.  We did not retain aninvestment banking firm or fairness or valuation advisor to conduct a formalsearch for a business combination. Criteria for suitability included ourmanagement’s assessment of the competitive strengths and weaknesses of thepotential business targets, the strength of the management team, and thequality of the assets to be acquired.  Certain targets were considered bymanagement to have too great a level of business risk due to poor asset qualityor poor or erratic financial results.

 

Weintend to utilize cash derived from the proceeds of the IPO, our capital stock,debt or a combination of such cash, capital stock and debt, in effecting abusiness combination.  The issuance ofadditional shares of our capital stock:

 

·                                          maysignificantly reduce the equity interest of our stockholders;

 

·                                          maysubordinate the rights of holders of Common Stock if we issue preferred stockwith rights senior to those afforded to Common Stock;

 

 

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·                                          willlikely cause a change in control if a substantial number of shares of CommonStock are issued, which may affect, among other things, our ability to use ournet operating loss carry forwards, if any, and most likely will also result inthe resignation or removal of our present officers and directors; and

 

·                                          mayadversely affect prevailing market prices for Common Stock.

 

Similarly,if we issue debt securities, it could result in:

 

·                                          defaultand foreclosure on our assets if our operating revenues after a businesscombination are insufficient to pay our debt obligations;

 

·                                          accelerationof our obligations to repay the indebtedness even if we have made all principaland interest payments when due if the debt security contains covenants thatrequired the maintenance of certain financial ratios or reserves and we breachany such covenant without a waiver or renegotiation of that covenant;

 

·                                          ourimmediate payment of all principal and accrued interest, if any, if the debtsecurity is payable on demand; and

 

·                                          ourinability to obtain additional financing, if necessary, if the debt securitycontains covenants restricting our ability to obtain additional financing whilesuch security is outstanding.

 

Weintend to use substantially all of the net proceeds of the IPO and the issuanceand sale of the Founder Warrants, including the funds held in the trust account(excluding deferred underwriting discounts and commissions), to acquire atarget business.  To the extent that ourcapital stock is used in whole or in part as consideration to effect a businesscombination, the remaining proceeds held in the trust account as well as anyother net proceeds not expended will be used as working capital to finance theoperations of the target business.  Suchworking capital funds could be used in a variety of ways including continuingor expanding the target business operations, for strategic acquisitions and formarketing, research and development of existing or new products.  Such funds could also be used to repay anyoperating expenses or finders’ fees which we had incurred prior to thecompletion of our business combination if the funds available to us outside ofthe trust fund were insufficient to cover such expenses.

 

**Results of Operations,Financial Condition and Liquidity**

** **

ThroughJune 30, 2008, our efforts have been limited to organizational activities,activities relating to the IPO, activities relating to identifying andevaluating prospective acquisition candidates, and activities relating togeneral corporate matters; we have neither engaged in any operations norgenerated any revenues, other than interest income earned on the proceeds ofthe IPO and our private placement of the Founder Warrants.

 

Netincome totaled $72,615, which consisted of $305,713 of interest income from theTrust Account offset by $203,829 of formation and operating expenses and$29,269 of provision for income taxes, and $47,460, which consisted of $541,278of interest income from the Trust Account offset by $457,818 of formation andoperating expenses and $36,000 of provision for income taxes, for the threemonths ended June 30, 2008 and June 30, 2007, respectively.  Net income totaled $489,608, which consistedof $1,322,154 of interest income from the Trust Account offset by $391,018 offormation and operating expenses and $441,528 of provision for income taxes,and $43,014, which consisted of $541,278 of interest income from the TrustAccount offset by $462,264 of formation and operating expenses and $36,000 ofprovision for income taxes, for the six months ended June 30, 2008 and June 30,2007, respectively.  Net income for theperiod from inception (April 18, 2006) to June 30, 2008, totaled $1,639,803,which consisted of $4,310,211 of interest income from the Trust Account offsetby $1,277,569 of formation and operating expenses and $1,392,839 of provisionfor income taxes.

 

Interestincome from the Trust Account excludes earnings on funds held in the TrustAccount associated with Common Stock subject to possible conversion, and,except for amounts equal to any taxes payable by us relating to such interestearned and one half of such interest earned, net of taxes, up to $1,500,000which may be released to us on a monthly basis to cover our operating expenses,will not be released to us from the Trust Account until the earlier of thecompletion of a business combination or the expiration of the time periodduring which we may complete a business combination.

 

 

 

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Wehave provided for only an effective tax rate of slightly over 49% on a year andinception-to-date basis primarily because substantially all of the fundsdeposited in the Trust Account are exempt from federal, state and localtaxes.  For the six months ended June 30,2008 and for the period from inception to June 30, 2008, our income tax liabilitieswere approximately $441,528 and $1,392,839, respectively.

 

As of June 30,2008, we had approximately $12,907 of unrestricted cash available to us for ouractivities in connection with identifying and conducting due diligence of asuitable business combination, and for general corporate matters.  The following table shows the total fundsheld in the Trust Account through June 30, 2008:

 

| Gross proceeds  from our initial public offering of common stock and financing transaction                                                                                                                             |   | 138,000,000 |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
| Gross proceeds  from private placement warrant holders                                                                                                                                                                 |   | 3,650,000   |   |
| Underwriters'  fee                                                                                                                                                                                                     |   | (4,140,000  | )      |
| Blue Sky fees                                                                                                                                                                                                          |   | (25,000     | )      |
| Custodial fees                                                                                                                                                                                                         |   | (17,100     | )      |
| Funds not placed  in trust                                                                                                                                                                                             |   | (607,900    | )      |
|                                                                                                                                                                                                                   |   |        |   |
| Cash placed in  trust on May 31, 2007                                                                                                                                                                                  |   | 136,860,000 |   |
| Total investment  income earned on assets held in trust, May 31, 2007 through June 30, 2008                                                                                                                            |   | 4,310,211   |   |
|                                                                                                                                                                                                                   |   |        |   |
| Subtotal                                                                                                                                                                                                               |   | 141,170,211 |   |
|                                                                                                                                                                                                                   |   |        |   |
| Withdrawals from  the trust during the period May 31, 2007 through June 30, 2008:                                                                                                                                      |   |        |   |
| Payments for  income taxes                                                                                                                                                                                             |   | (1,790,289  | )      |
| Transfers to the  Company’s operating account for payment of additional offering costs, general  and administrative expenses and for working capital purposes (latter being  limited to a maximum of $1,500,000). |   | (1,407,871  | )      |
| Custodial  transfer fees                                                                                                                                                                                               |   | (245        | )      |
| Total transfers  from custodial account to checking                                                                                                                                                                    |   | (3,198,405  | )      |
| Total assets  held in trust account as of June 30, 2008                                                                                                                                                                |   | 137,971,806 |   |

 

Webelieve that we will have sufficient funds to allow us to operate through May 24,2009, assuming that a business combination is not consummated during thattime.  Approximately $1,500,000 ofworking capital over this time period will be funded from the interest earnedfrom the funds held in the Trust Account. Over this time period, we anticipate incurring expenses for thefollowing purposes:

 

·                                          paymentof premiums associated with our director’s and officer’s insurance;

 

·                                          paymentof estimated taxes incurred as a result of interest income earned on fundscurrently held in the Trust Account;

 

·                                          duediligence and investigation of prospective target businesses;

 

·                                          legaland accounting fees relating to our SEC reporting obligations and generalcorporate matters;

 

·                                          structuringand negotiating a business combination, including the making of a down paymentor the payment of exclusivity or similar fees and expenses; and

 

·                                          othermiscellaneous expenses including the $9,950 per month to Shermen CapitalPartners, LLC.

 

 

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**PART II: OTHER INFORMATION**

 

**ITEM 6.  EXHIBITS**

 
| **Exhibit  Number** | ** ** | **Exhibit Description**                                                                               |
|---------------------|------------|------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                       |
| 31.1                |       | Certification of Chief  Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 |
| 31.2                |       | Certification of Chief  Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 |
| 32.1                |       | Certification of Chief  Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of  2002 |
| 32.2                |       | Certification of Chief  Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of  2002 |

 

 

 

 

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**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrantcaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

 
|                      | **SHERMEN WSC ACQUISITION  CORP.** |
|---------------------------|------------------------------------|
|                      |                               |
|                      |                               |
|                      | /s/ Francis P.  Jenkins, Jr.  |
|                      | Name:                              | Francis P.  Jenkins, Jr. |
|                      | Title:                             | Chairman, Chief  Executive Officer and |
|                      |                               | Director  (Principal Executive Officer) |
|                      |                               |
|                      |                               |
|                      | /s/ John E.  Toffolon, Jr.    |
|                      | Name:                              | John E.  Toffolon, Jr. |
|                      | Title:                             | Chief Financial  Officer and |
|                      |                               | Director  (Principal Financial and |
|                      |                               | Accounting  Officer) |
|                      |                               |
| Dated: September  2, 2008 |                               |

 

 

 

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