UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2009
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 001-12941
EASTERN LIGHT CAPITAL, INCORPORATED
-----------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3240473
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
100 Pine Street, Suite 560, San Francisco, California 94111
-----------------------------------------------------------
(Address of principal executive office) (zip code)
(415) 693-9500
--------------
(Registrant's Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ---------------------------- -----------------------------------------
Common Stock $0.01 par value NYSE Amex
Securities registered pursuant to Section 12(g) of the Act:
None
----
(Title of Class)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b02 of the Exchange Act.
Large accelerated filer: [_] Accelerated filer: [_]
Non-accelerated filer: [_] Smaller reporting company:[X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]
As of March 31, 2009, the registrant has approximately 365,982 shares of common
stock outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION (UNAUDITED)
ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Operations 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4-9
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 10-13
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13
ITEM 4 CONTROLS AND PROCEDURES 14
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS 14
ITEM 1A RISK FACTORS 14
ITEM 1B UNRESOLVED STAFF COMMENTS 14
ITEM 2 CHANGES IN SECURITIES 14
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 15
ITEM 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 15
ITEM 5 OTHER INFORMATION 15
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 15
SIGNATURES 16
CERTIFICATIONS
All other items called for by the instructions to Form 10-Q have been
omitted because the items are not applicable or the relevant information is not
material.
EASTERN LIGHT CAPITAL, INCORPORATED
Condensed Consolidated Balance Sheets
(unaudited)
March 31, December 31,
2009 2008
------------ ------------
ASSETS
Cash and cash equivalents $ 346,469 $ 1,974,687
Marketable securities 2,552,056 213,839
Accounts receivable 742,910 734,193
Allowance for doubtful accounts (529,044) (550,808)
------------ ------------
Net accounts receivable 213,866 183,385
Notes receivable:
Mortgage notes receivable 4,911,241 5,460,948
Allowance for loan losses (597,000) (720,000)
------------ ------------
Net notes receivable 4,314,241 4,740,948
Real estate owned 3,022,046 2,596,494
Other assets 43,157 30,157
------------ ------------
Total assets $ 10,491,835 $ 9,739,510
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Bank loans payable $ 2,004,357 $ 2,005,184
Other liabilities 963,575 191,783
------------ ------------
------------ ------------
Total liabilities 2,967,932 2,196,967
------------ ------------
Stockholders' equity
Preferred stock, $.01 par value;1,600,000 shares authorized; 2,138 2,138
213,820 shares issued and outstanding at March 31, 2009
and December 31, 2008
Additional paid in capital - preferred stock 5,509,728 5,509,728
Less treasury stock: 16,919 preferred shares at
March 31, 2009 and December 31, 2008 at cost (229,179) (229,179)
Common stock, $.01 par value; 2,000,000 shares authorized; 5,000 5,000
500,032 shares issued and outstanding at March 31, 2009
and December 31, 2008
Additional paid in capital - common stock 9,405,694 9,404,245
Less treasury stock: 134,050 and 133,500 common shares at
March 31, 2009 and December 31, 2008 at cost (1,764,253) (1,761,912)
Accumulated other comprehensive income (45,922) 334
Accumulated deficit (5,359,303) (5,387,811)
------------ ------------
Total stockholders' equity 7,523,903 7,542,543
------------ ------------
Total liabilities and stockholders' equity $ 10,491,835 $ 9,739,510
============ ============
See accompanying notes to condensed consolidated financial statements.
1
EASTERN LIGHT CAPITAL, INCORPORATED
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended
March 31
2009 2008
--------- ---------
REVENUES
Interest income $ 47,065 $ 236,610
Rental income 30,781 --
Other income 927 4,396
--------- ---------
Total revenues 78,773 241,006
--------- ---------
EXPENSES
Interest expense on loans 12,606 48,215
Provision for loan losses 4,297 25,000
Provision for (recovery of) doubtful accounts 8,235 (47,000)
Operating expenses of real estate owned 68,444 2,969
Wages and salaries 107,466 104,327
Depreciation 14,894 --
General and administrative 114,251 124,957
--------- ---------
Total expenses 330,193 258,468
--------- ---------
LOSS FROM OPERATIONS (251,420) (17,462)
Gain (loss) on real estate owned 2 57,163
Gain (loss) on sale of trading securities 246,555 (8,228)
Gain (loss) on sale of available for sale securities 33,371 (22,205)
--------- ---------
Total other income, net 279,928 26,730
--------- ---------
NET INCOME $ 28,508 $ 9,268
========= =========
PREFERRED DIVIDENDS -- --
--------- ---------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 28,508 $ 9,268
========= =========
BASIC EARNINGS PER COMMON SHARE $ 0.08 $ 0.02
========= =========
DILUTED EARNINGS PER COMMON SHARE $ 0.08 $ 0.02
========= =========
DIVIDENDS PAID PER PREFERRED SHARE $ -- $ --
========= =========
DIVIDENDS PAID PER COMMON SHARE $ -- $ --
========= =========
BASIC COMMON SHARES 366,207 382,374
========= =========
DILUTED COMMON SHARES 373,643 382,374
========= =========
See accompanying notes to condensed consolidated financial statements.
2
EASTERN LIGHT CAPITAL, INCORPORATED
Condensed Consolidated Statements of Cash Flows
(unaudited)
Three Months Ended
March 31
2009 2008
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 28,508 $ 9,268
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation 11,896 --
Stock-based compensation expense 1,449 9,795
Provision for loan losses 4,297 25,000
Change in allowance for doubtful accounts (13,217) (47,000)
Realized gain on sale of marketable securities (279,926) 8,228
Change in accounts receivable (8,717) 35,238
Change in other assets (13,000) --
Change in in other liabilities 771,791 (76,550)
----------- -----------
Net cash provided by (used in) operating activities 503,081 (36,021)
CASH FLOWS FROM INVESTING ACTIVITIES
(Investment in ) proceeds from sale of marketable securities (2,104,547) 84,817
(Investment in) proceeds from sale of real estate owned, net (37,448) 1,769,825
Proceeds from mortgage notes receivable 13,864 1,341,788
----------- -----------
Net cash provided by (used in) investing activities (2,128,131) 3,196,430
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for bank loans, net (827) (398,825)
Purchase of treasury stock (2,341) --
Preferred dividends paid -- --
Common dividends paid -- --
----------- -----------
Net cash used in financing activities (3,168) (398,825)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,628,218) 2,761,584
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,974,687 962,190
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 346,469 $ 3,723,774
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 13,433 $ 55,040
=========== ===========
Cash paid for taxes $ 8,676 $ 50
=========== ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Foreclosures, net of reserves $ 400,000 $ --
=========== ===========
See accompanying notes to condensed consolidated financial statements.
3
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Organization
------------
References to the "Company" refer to Eastern Light Capital, Incorporated
(the "Trust") - a Real Estate Investment Trust ("REIT") - and WrenCap
Funding Corporation ("WCFC"), collectively. The Trust was incorporated in
Delaware on December 12, 1995. On July 2, 2008, the Trust - formerly known
as Capital Alliance Income Trust, Ltd - was renamed Eastern Light Capital,
Incorporated.
On April 15, 1997, the Trust formed a taxable REIT subsidiary, Capital
Alliance Funding Corporation ("CAFC"). On April 20, 2007, the subsidiary
was renamed to WrenCap Funding Corporation. Both the Trust and WCFC are
incorporated in Delaware. The Trust owns all of WCFC's common and preferred
shares and the Trust and WCFC are consolidated in the Company's financial
statements. Prior to December 29, 2006, the Company was externally advised
by Capital Alliance Advisors, Inc. ("Former Manager", "CAAI"). On December
29, 2006, the Former Manager was terminated and the Company became
self-administered and self-advised.
The Trust is a specialty finance company organized as a REIT. Historically
the Trust has emphasized the Mortgage Investments Business and CAFC has
emphasized the Mortgage Banking Business. On March 31, 2006, CAFC suspended
the origination of new investment mortgages for the Trust and the
origination of new mortgages for subsequent sale into the secondary
mortgage market. At year end 2006, CAFC's unsold mortgages originated for
secondary market sale were sold to the Trust. The Trust's investments are
primarily high-yielding, collateral-oriented, non-conforming residential
mortgage loans. Since May 1, 2007, WCFC has only invested and traded in
exchange listed marketable securities.
2. Basis of presentation and summary of significant accounting policies
--------------------------------------------------------------------
These financial statements should be read in conjunction with the audited
financial statements and notes thereto for the year ended December 31, 2008
as reported in the Company's Form 10-K filed pursuant to 15d-2 with the
Securities and Exchange Commission.
Principles of consolidation. The condensed consolidated financial
statements include the accounts of the Trust and its wholly owned
subsidiary, WCFC. All significant intercompany balances and transactions
have been eliminated in consolidation.
Basis of accounting. The Company prepares its condensed consolidated
financial statements in accordance with accounting principles generally
accepted in the United States of America and pursuant to the rules and
regulations of the Securities and Exchange Commission. All significant
inter-company amounts have been eliminated in consolidation. The financial
information herein reflects all adjustments (consisting of normal,
recurring adjustments) which are, in the opinion of management, necessary
for a fair statement of results for the interim period. The results of
operations for the three months ended March 31, 2009, are not necessarily
indicative of the results to be expected for the full year.
Use of estimates. The preparation of condensed consolidated financial
statements in conformity with accounting principles generally accepted in
the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
condensed consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Cash and cash equivalents. Cash and cash equivalents include cash and
highly liquid investments with maturities of three months or less when
purchased. The Company deposits cash in financial institutions insured by
the Federal Deposit Insurance Corporation. At times, the Company's account
balances may exceed the insured limits. The Company has not experienced
losses on these accounts and management believes the Company is not exposed
to significant risks on such accounts.
4
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
2. Basis of presentation and summary of significant accounting policies
--------------------------------------------------------------------
(continued)
Marketable securities. Marketable securities are classified as either
trading or available-for-sale as defined by SFAS 115, "Accounting for
Certain Investments in Debt and Equity Securities." The securities
classified as trading represent investments in exchange listed debt and
equity securities that are bought and held principally for the purpose of
selling them in the near term. The securities classified as
available-for-sale represent investments in exchange listed debt and equity
securities which the Trust intends to hold for an indefinite period of
time. Trading securities are reported at fair value with unrealized gains
and losses reported in the statement of operations. Available-for-sale
securities are reported at fair value with unrealized gains and losses
excluded from earnings and reported in accumulated other comprehensive
income. For the three months ending March 31, 2009, there was a decline of
$46,256 in the market value of available-for-sale securities which is
reported as a loss in accumulated other comprehensive income. Realized
gains and losses on sales of both trading and available-for-sale securities
are determined on an average cost basis and are reported in the statement
of operations.
Concentration of credit risk. The Company holds mortgage notes receivable
that are secured by deeds of trust on residential properties, 89% of which
are located in California. This concentration of credit may pose a risk to
the value of the loan portfolio due to changes in the economy or other
conditions of the geographical area.
Revenue recognition. Interest income is recorded on the accrual basis of
accounting in accordance with the terms of the loans. Management reviews
the likelihood that a loan will be repaid when the payment of principal or
interest is delinquent over two payments. For these delinquent loans,
Management may establish a loan loss reserve to protect against principal
losses in the loan portfolio and an allowance for doubtful accounts to
protect against losses from accrued interest. If the mortgage's collateral
is considered insufficient to satisfy the outstanding balance, after
estimated foreclosure and selling costs, additional interest is not
accrued. Loan origination income and extension fees are deferred and
recognized over the remaining life of the loan as interest income on the
interest method.
Stock-based compensation. During the three months ended March 31, 2009,
no option awards were issued. During the three months ended March 31, 2008,
84,655 options were re-issued. As the options were re-issued, no further
disclosure is required pursuant to FASB Statement No. 123 (revised 2004)
("FAS 123(R)"), "Share-Based Payment," which is a revision of FASB
Statement No. 123 ("FAS 123"), "Accounting for Stock-Based Compensation."
Taxes. The Trust has elected to be taxed as a REIT under the Internal
Revenue Code of 1986, as amended (the "Code"). A REIT is generally not
subject to federal income tax on taxable income which is distributed to its
stockholders, provided that at least 90% of taxable income is distributed
and provided that certain other requirements are met. Certain assets of the
Company that produce non-qualifying income are held in taxable REIT
subsidiaries. Unlike other subsidiaries of a REIT, the income of a taxable
REIT subsidiary is subject to federal and state income taxes. Even as a
REIT, the Company may be subject to certain state and local taxes on its
income and property, and to federal income and excise taxes on its
undistributable taxable income.
Reclassifications. Certain 2008 amounts have been reclassified to conform
to the 2009 presentation. Such reclassifications had no effect on reported
net income or earnings per share.
Earnings Per Share. In accordance with SFAS No. 128 "Earnings Per Share,"
the Company presents both basic and diluted earnings per share. Basic
earnings per share excludes dilution and is computed by dividing net income
available to common stockholders by the weighted average number of shares
outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock, where
such exercise or conversion would result in a lower earnings per share
amount.
Fair Value of Financial Instruments. In April 2009, the FASB issued FASB
Staff Position No. FAS 157-4, Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly ("FSP FAS 157-4"). FSP
FAS 157-4 provides additional authoritative guidance to assist both issuers
and users of financial statements in determining whether a market is active
or inactive, and whether a transaction is distressed. FSP FAS154-4 will be
effective for the Company for the quarter ending June 30, 2009. The Company
does not expect adoption to have a material impact on its financial
position and results of operations.
5
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
2. Basis of presentation and summary of significant accounting policies
--------------------------------------------------------------------
(continued)
In April 2009, the FASB issued Staff Position No. 107, Interim Disclosures
about Fair Value of Financial Instruments ("FSP 107-1"). FSP 107-1 requires
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies as well as in annual financial
statements. FPS 107-1 is effective for interim reporting periods ending
after June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. FSP 107-1 will be effective for the Company for the quarter
ending June 30, 2009. The Company does not expect adoption to have a
material impact on its financial position and results of operations.
3. Mortgage notes receivable
-------------------------
Reconciliation of the mortgage notes receivable balances follows:
Mar 31, 2009 Dec 31, 2008
------------ ------------
Balance, beginning of period $ 5,460,948 $ 11,144,365
Additions during period:
Originations -- --
Deductions during period:
Collections of principal (13,864) (89,949)
Repayments -- (1,262,396)
Write-offs of uncollectible loans (55,843) --
Foreclosures, net of reserve (480,000) (4,331,072)
------------ ------------
Balance, end of period $ 4,911,241 $ 5,460,948
============ ============
Mortgage notes receivable are stated at the principal outstanding. Interest
on the mortgages is due monthly and principal is usually due as a balloon
payment at loan maturity. As of March 31, 2009, there were five (5) loans
totaling $2,066,068 of principal and $39,322 of interest that were
delinquent over 90 days. These loans do not accrue interest in agreement
with the Company's policy on revenue recognition.
4. Allowance for loan losses
-------------------------
The allowance for loan losses is based on the fair value of the related
collateral, since all loans subject to this measurement are collateral
dependent. Management believes a $597,000 and $720,000 allowance for loan
losses are adequate to protect against potential losses inherent in all
receivables as of March 31, 2009 and December 31, 2008, respectively.
Actual losses may differ from the estimate.
A reconciliation of the allowance for loan losses follows:
Mar 31, 2009 Dec 31, 2008
------------ ------------
Provision for loan losses
(as reported on condensed consolidated
statements of operations) $ 4,297 $ 404,230
Allowance transfer (non-cash) 8,547 --
Write-offs of uncollectible loans (135,844) (1,839,230)
------------ ------------
Total adjustments to allowance (123,000) (1,435,000)
Balance, beginning of period 720,000 2,155,000
------------ ------------
Balance, end of period $ 597,000 $ 720,000
============ ============
5. Real estate owned
-----------------
Real estate owned includes real estate acquired through foreclosure and is
stated at the lower of the recorded investment in the loan, net of any
senior indebtedness, or at the property's estimated fair value, less
estimated costs to sell, as applicable. Costs relating to the development
and improvement of real estate owned are capitalized, whereas costs
relating to holding the property are expensed. Real estate owned is either
held for sale or for investment. Real estate classified as held for sale in
the period in which the criteria of Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", are met. As a property's status changes,
reclassifications may occur.
6
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
5. Real estate owned (continued)
-----------------------------
As of January 1, 2009, the Company owned five properties. During the three
months ended March 31, 2009, the Company foreclosed on one property. As of
March 31, 2009, the Company owned six properties, of which three properties
were held for sale with a value of $2,316,710 and three properties were
held for investment with a value of $3,348,928. Two of the investment
properties rent month-to-month while the third is leased until January 31,
2010. Two of the properties have senior liens in the amount of
approximately $1,998,370 and $633,326.
A reconciliation of the real estate owned follows:
Mar 31, 2009 Dec 31, 2008
------------ ------------
Balance, beginning of period $ 5,228,190 $ 1,804,826
Add: Foreclosed mortgage notes, (net of reserve) 400,000 5,785,524
Add: Investments 37,448 128,927
Less: Write-downs of property (non-cash) -- (281,000)
Add: Gain on sale -- 168,240
Less: Proceeds from sale of real estate owned (net of closing costs) -- (2,378,327)
------------------------------------------------------------------------- ------------ ------------
Real estate owned, gross 5,665,638 5,228,190
Less: Senior debt (non-cash) (2,631,696) (2,631,696)
Less: Depreciation of real estate held for investment (11,896) --
------------------------------------------------------------------------- ------------ ------------
Balance, end of period $ 3,022,046 $ 2,596,494
============ ============
6. Fair Value Measurements
-----------------------
Effective January 1, 2008, the Company adopted SFAS No. 157, "Fair Value
Measurement", for its financial assets and liabilities that are re-measured
and reported at fair value at each reporting period and non-financial
assets and liabilities that are re-measured and reported at fair value at
least annually. Effective January 1, 2009, the Company adopted FAS 157-2,
"Effective Date of FASB Statement No. 157", as it relates to its
non-financial assets and non-financial liabilities that are recognized and
disclosed at fair value in the financial statements on a nonrecurring basis
The adoption of SFAS 157 and FAS 157-2 to the Company's assets and
liabilities that are re-measured and reported at fair value at least
annually, did not have an impact on the Company's financial results. The
following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
Cash and cash equivalents, accounts payable and accrued liabilities
(included in Other liabilities): The carrying amounts reported in the
balance sheets approximate fair value due to the short term nature of these
accounts.
Available-for-sale and Trading securities (included in Marketable
securities): These investments are reported on the balance sheets based
upon quoted market prices.
Mortgage interest receivable (included in Accounts receivable): The
carrying amount reported on the balance sheets represents interest income
pursuant to the Company's policy of Revenue recognition.
Mortgage notes receivable: The carrying amount reported on the balance
sheets represents the outstanding principal balance of performing notes.
For non-performing mortgage notes receivable, the Company has established a
loan loss reserve.
The fair value hierarchy of the valuation techniques the Company utilized
to determine fair value is as follows:
o Fair values determined by Level 1 inputs utilize quoted prices
(unadjusted) in active markets for identical assets or
liabilities.
o Fair values determined by Level 2 inputs utilize data points that
are observable such as appraisals and broker price opinions.
o Fair values determined by Level 3 inputs are unobservable data
points for the asset or liability and includes situations where
the market for the asset or liability is unknown and may require
management to use an estimate.
7
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
6. Fair Value Measurements (continued)
-----------------------------------
The following table presents information about the Company's assets and
liabilities that are measured at fair value on a recurring basis as of
March 31, 2009:
Mar 31, 2009 Level 1 Level 2 Level 3
------------ ---------- ---------- ---------
Asset:
Marketable securities - Trading $ 2,125,585 $2,125,585 $ -- $ --
Marketable securities - Available for sale 426,471 426,471 -- --
Mortgage notes receivable (non-recurring) 60,689 -- 60,689 --
Liability:
Other liability - Margin loan trading 730,072 730,072 -- --
------------ ---------- ---------- ---------
Total $ 3,342,817 $3,282,128 $ 60,689 $ --
============ ========== ========== =========
The fair values of the Company's marketable securities are determined
through market observable and corroborated sources. For loans in which a
specific allowance is established based on the fair value of the
collateral, the Company records the loan as nonrecurring Level 2 if the
fair value of the collateral is based on an observable market price or a
current appraised value. If an appraised value is not available or the fair
value of the collateral is considered impaired below the appraised value
and there is no observable market price, the Company records the loan as
nonrecurring Level 3. The Company's $730,072 margin loan is included in
Other liabilities.
7. Related party transactions
--------------------------
On January 1, 2007, the Trust entered into a sub-lease agreement with the
Former Manager. The Former Manager terminated the sub-lease agreement
effective July 4, 2008.
On March 8, 2008, Thomas B. Swartz, a Non-Independent Director, resigned
from the Trust's Board of Directors. Mr. Swartz received $21,100 in cash
and his stock options were allowed to continue until maturity or June 3,
2009, whichever comes first.
8. Preferred, common and treasury stock
------------------------------------
The Preferred Shareholders are entitled to a dividend preference in an
amount equal to an annualized return on the adjusted net capital
contribution of Preferred Shares at each dividend record date during such
year (or, if the Directors do not set a record date, as of the first day of
the month). The annualized return is the lesser of: (a) 10.25%, (b) 1.50%
over the Prime Rate (determined on a not less than quarterly basis) or (c)
the rate set by the Board of Directors. The preferred dividend preference
is non-cumulative.
After declaring dividends for a given year to the Preferred Shareholders in
the amount of the dividend preference, no further dividends may be declared
on the Preferred Shares for the subject year, until the dividends declared
on each Common Share for that year equals the dividend preference for each
Preferred Share for such year. Any additional dividends generally will be
allocated such that the amounts of dividends per share to the Preferred
Shareholders and Common Shareholders for the subject year are equal. The
Preferred Shareholder's additional dividends, if any, are non-cumulative.
Preferred Shareholders are entitled to receive all liquidating
distributions until they have received an amount equal to their aggregate
adjusted net capital contribution. Thereafter, Common Shareholders are
entitled to all liquidation distributions until the aggregate adjusted net
capital contributions of all Common Shares have been reduced to zero. Any
subsequent liquidating distributions will be allocated among Common
Shareholders and Preferred Shareholders pro rata.
The Preferred Shares are redeemable by a shareholder, subject to the
consent of the Board of Directors, annually on June 30 for written
redemption requests received by May 15 of such year. The Board of Directors
may in its sole discretion deny, delay, postpone or consent to any or all
requests for redemption. The redemption amount to be paid for redemption of
such Preferred Shares is the adjusted net capital contribution plus unpaid
accrued dividends, divided by the aggregate net capital contributions plus
accrued but unpaid dividends attributable to all Preferred Shares
outstanding, multiplied by the net asset value of the Trust attributable to
the Preferred Shares which shall be that percentage of the Trust's net
asset value that the aggregate adjusted net capital contributions of all
Preferred Shares bears to the adjusted net capital contributions of all
Shares outstanding.
8
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
8. Preferred, common and treasury stock (continued)
------------------------------------------------
The Trust has the power to redeem or prohibit the transfer of a sufficient
number of Common and/or Preferred Shares or the exercise of warrants and/or
options and to prohibit the transfer of shares to persons that would result
in a violation of the Trust's shareholding requirements. The Bylaws provide
that only with the explicit approval of the Trust's Board of Directors may
a shareholder own more than 9.8% of the total outstanding shares.
As of January 1, 2009, the Trust's net Preferred Stock balance was 196,901.
During the first quarter of 2009, no Preferred Stock shares were purchased.
As of March 31, 2009, the Trust's net Preferred Stock balance was 196,901.
As of January 1, 2009, the Trust's net Common Stock balance was 366,532.
During the first quarter of 2009, 550 shares of Common Stock were purchased
and no options were exercised or awarded. As March 31, 2009, the Trust's
net Common Stock balance was 365,982.
9. Earnings per share
------------------
The following table represents a reconciliation of the numerators and
denominators of the basic and diluted earnings per common share for the
three months ended March 31, 2009 and 2008:
2009 2008
-------- --------
Numerator:
Net income (loss) $ 28,508 $ 9,268
Preferred dividends -- --
-------- --------
Net income (loss) available to common stockholders $ 28,508 $ 9,268
======== ========
Denominator:
Basic weighted average shares 366,207 380,532
Dilutive effect of options 7,436 --
-------- --------
Diluted weighted average shares 373,643 380,532
======== ========
Basic earnings per common share $ 0.08 $ 0.02
======== ========
Diluted earnings per common share $ 0.08 $ 0.02
======== ========
At March 31, 2009 and 2008, options to purchase 61,440 and 173,595 shares
of common stock are not considered in the diluted earnings per share
calculation.
10. Subsequent event
----------------
The Company had a $2,000,000 credit facility with a Bank that was scheduled
to mature on November 14, 2008. On November 7, 2008, the FDIC seized the
Bank and all negotiations were suspended. Subsequently, the Company entered
into negotiations with the FDIC to satisfy its debt obligation. The Company
and the FDIC agreed to retire the debt for $1,600,000 and on May 12, 2009,
the transaction was completed. The Company will report a gain on the
retirement of debt of $400,000 in the second quarter of 2009.
9
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
Certain statements made in this Annual Report on Form 10-Q are
"forward-looking statements" (within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of management
for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements of Eastern Light Capital, Incorporated (the "Company") to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Company's plans and objectives are based,
in part, on assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes its assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate and, therefore, there
can be no assurance the forward-looking statements included in this Quarterly
Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.
Forward-looking statements may be identified by reference to a future period or
periods, or by the use of forward-looking terms such as "may", "will", "expect",
"anticipate", or similar terms. Actual results could materially differ from
those in the forward-looking statements due to a variety of factors.
Preparation of the Company's condensed consolidated financial statements is
based upon the operating results of the Trust and WCFC. Management's discussion
and analysis of the results of operations for the three months ended March 31,
2009 and 2008 follows:
OVERVIEW
In May of 1997, the Trust registered its common shares with the Securities and
Exchange Commission under the Securities Act of 1933. On September 30, 1998, the
initial public offering of Common Shares was completed. Since October 1, 1998,
the common shares have been listed on the NYSE Amex (formerly known as the
American Stock Exchange).
During the fourth quarter of 2006, the Company's shareholders voted to terminate
the outside manager ("Former Manager" or "CAAI") and initiate internal
management. On December 29, 2006, the Former Manager's management and advisory
contracts were terminated and the Company became self-administered and
self-advised.
The transition agreement with the Former Manager required the Company to remove
the name "Capital Alliance" from the Trust's name by June 30, 2008 and from
CAFC's name by April 30, 2007. On April 20, 2007, the Company's 100% owned
taxable subsidiary changed its name from Capital Alliance Funding Corporation
("CAFC") to WrenCap Funding Corporation ("WCFC"). On July 2, 2008, the Trust
changed its name from Capital Alliance Income Trust, LTD ("CAIT") to Eastern
Light Capital, Incorporated (the "Trust").
The current real estate market is characterized by both credit uncertainty and
expected declines in residential property valuations. Due to these conditions
the Company has focused on debt reduction in lieu of new investments in
residential mortgages. The current conditions are expected to extend through
calendar year 2009. The Company has made additional investments in marketable
securities and is reviewing its current investment policies to include other
REIT permissible assets. Since May 1, 2007, WCFC has traded exchange listed
marketable securities.
The recent financial crisis has affected the Company's business by diminishing
the credit quality of existing borrowers and lowering existing property values.
The Company has actively managed the risk inherent from these conditions by
modifying existing notes so as to avoid foreclosing on properties in a declining
market. The Company expects that these efforts will help maintain the
performance of the portfolio as borrowers will be more capable and motivated to
satisfy their obligations.
10
The Company's residential loan portfolio continues to harbor unacceptable levels
of non-performing assets. Loan delinquencies reduce current revenues until the
non-performing loans are monetized and their proceeds re-invested. In response
to these problems and to maximize shareholder value, Management has continued to
focus on efficient asset management as the strategic alternative to selling
loans at depressed valuations. As mortgage loans are monetized, the Company's
investment focus will expand to provide a source of future profitability and
increased shareholder value.
As of January 1, 2008, the Trust had real estate owned ("REO") of $1,804,826 and
approximately 37% of the mortgage loan portfolio were non-performing assets (as
measured by mortgage payments delinquencies in excess of 60 days). Due to the
partial financing of the mortgage loan portfolio with debt, REO and
non-performing mortgage loans were approximately 72% of total shareholder equity
and approximately 204% of common shareholder equity. As of March 31, 2008, the
Trust has REO for sale of approximately $35,001 and approximately 39% of the
mortgage loan portfolio is non-performing assets. REO and non-performing
mortgage loans declined to approximately 48% of total shareholder equity and
approximately 133% of common shareholder equity.
As of January 1, 2009, the Trust had real estate owned ("REO") of $2,596,494 and
approximately 61% of the mortgage loan portfolio were non-performing assets (as
measured by mortgage payments delinquencies in excess of 60 days). Due to the
partial financing of the mortgage loan portfolio with debt, REO and
non-performing mortgage loans were approximately 61% of total shareholder equity
and approximately 134% of common shareholder equity. As of March 31, 2009, the
Trust has REO for sale and investment of approximately $3,022,046 and
approximately 42% of the mortgage loan portfolio is non-performing assets. REO
and non-performing mortgage loans declined to approximately 57% of total
shareholder equity and approximately 114% of common shareholder equity.
The Trust is a real estate investment trust ("REIT") and REIT's are generally
required to distribute at least 90% of their annual taxable income as dividend
payments. During 2006, 2007 and 2008, the Trust incurred taxable losses. On
account of these losses, dividend payments were curtailed. These taxable losses,
also known as Net Operating Losses ("NOL"), allow the Trust to retain future
taxable income equal to the cumulative amount of its NOL balance. The Internal
Revenue Code waives mandatory dividend payments until prior years taxable losses
are recovered.
When the Trust produces pre-NOL taxable income, the Trust's Board of Directors
will need to reconcile the competing opportunities of strengthening the
Company's balance sheet and the priority of restoring dividend payments. This
issue will require additional review and analysis by the Board of Directors.
CRITICAL ACCOUNTING POLICIES
The accounting and reporting policies of the Company are in accordance with
accounting principles generally accepted in the United States of America. The
Company's significant accounting policies are described in the notes to the
condensed consolidated financial statements as contained in the Company's 2008
Form 10-K as filed with the SEC on April 15, 2009. Certain accounting policies
require management to make significant estimates and assumptions, which have a
material impact on the carrying value of certain assets and liabilities, and the
Company considers these to be critical accounting policies. The estimates and
assumptions used are based on historical experience and other factors, which
management believes to be reasonable under the circumstances. Actual results
could differ significantly from these estimates and assumptions, which could
have a material impact on the carrying value of assets and liabilities at the
balance sheet dates and results of operations for the reporting periods. There
have been no material changes in our critical accounting policies as disclosed
in our 2008 Form 10-K.
Operating Strategy.
- -------------------
Mortgage investment loans are reported as mortgage notes receivable and are held
until prepayment, maturity or foreclosure. The Company owns non-conforming
mortgage loans on one-to-four unit residential properties secured by first and
second deeds of trust. These loans are primarily secured by California real
estate. Historically, the Trust limited its mortgage investments to a cumulative
loan to value ratio ("CLTV") that did not exceed 75% of the underlying
collateral at the time of investment. The Company seeks to maximize the value of
its loan portfolio through active asset management.
During 2008, the repayment of mortgage notes receivable and the monetization of
non-performing assets reduced institutional borrowings by $1,636,644 to
$2,000,000. The existing $7,000,000 credit facility had a scheduled maturity of
November 14, 2008 but the lending institution was taken over by the FDIC on
November 7, 2008. During the three months ended March 31, 2009, the Company
negotiated with the FDIC to eliminate its institutional borrowings. On May 12,
2009, the Company successfully completed its negotiations with the FDIC for
$1,600,000 resulting in a gain in our second quarter ending June 30, 2009 of
approximately $400,000.
11
The Company is reviewing is current investment policies to include other REIT
permissible assets in addition to residential mortgage loans. Since May 1, 2007,
WCFC has traded exchange listed marketable securities. The Company may consider
de-REITing to enhance shareholder value.
Loan Origination. During 2008 and the three months ended March 31, 2009, the
Company did not make or acquire any new loans. Prospectively, portfolio loans
may be internally originated or acquired from unaffiliated third parties.
Asset Management. Asset management is mortgage loan servicing and real estate
owned ("REO") dispositions. Loan servicing consists of collecting payments from
borrowers making required advances, accounting for principal and interest
payments, holding borrowed proceeds in escrow until fulfillment of mortgage loan
requirements, contacting delinquent borrowers, and in the event of unremedied
defaults performing other administrative duties including supervising
foreclosures.
Only mortgage loans owned by the Company are serviced. The Company does not
acquire loan servicing rights or maintain a loan's servicing rights at
disposition. REO dispositions include all of the supervisory and administrative
processes of preparing a foreclosed asset for sale.
Loan Portfolio and Allowance for Loan Losses. As of March 31, 2009, the
Company's loan portfolio included 18 loans totaling $4,911,241 of which five
loans totaling $2,066,068 representing 42% of the loan portfolio were delinquent
over two payments. In assessing the collectibility of these delinquent mortgage
loans, management has established a loan loss reserve of $597,000, if it is
necessary to foreclose upon the mortgage loans.
As of December 31, 2008, the Company's loan portfolio included 19 loans totaling
$5,460,948 of which 10 loans totaling $3,353,673 representing 61% of the loan
portfolio were delinquent over two payments. In assessing the collectibility of
these delinquent mortgage loans, management has established a loan loss reserve
of $720,000, if it is necessary to foreclose upon the mortgage loans.
In assessing the delinquent mortgage loans, management estimates a net gain will
be recognized, if it is necessary to foreclose on the delinquent mortgage loans.
Estimates are based on an anticipated sales price of the foreclosed property
that includes a discount from the latest appraised value of the property, less
the sum of pre-existing liens, costs of disposition, the face amount of the
mortgage loan and accrued interest receivable.
The Company has only issued loan commitments on a conditional basis and
generally funds such loans promptly upon removal of any conditions. The Trust
did not have any commitments to fund loans as of March 31, 2009 and December 31,
2008.
As of March 31, 2009, the following table summarizes the Company's outstanding
repayment obligations:
- -----------------------------------------------------------------------------------------------------------------
Amount of Commitment Expiration Per Period
Maximum Other Total --------------------------------------------------------
Commercial Commitments (a) Amounts Less than 1 - 3 4 - 5 After 5
as of March 31, 2009 Committed 1 year years years years
---------- ---------- ---------- ---------- ----------
Lines of Credit $2,004,357 $2,004,357 0 0 0
Lease Commitment $151,500 $66,000 $85,800 0 0
Standby Repurchase Obligations 0 0 0 0 0
---------- ---------- ---------- ---------- ----------
Total Commercial Commitments $2,155,857 $2,664,357 $85,800 0 0
(a) Commercial commitments are funding commitments that could potentially
require registrant performance in the event of demands by third parties or
contingent events, such as under lines of credit extended or under
guarantees of debt.
12
RESULTS OF OPERATIONS
The historical information presented herein is not necessarily indicative of
future operations.
Three months ended March 31, 2009 and 2008. Revenues for the first quarter
decreased to $78,773 as compared to $241,006 for the same period in the prior
year. The decrease in revenue, during the first three months of 2009 was due to
decreases in interest income of $189,545.
Expenses for the three months ended March 31, 2009 increased to $330,193 as
compared to $258,468 for the same period in the prior year. During the first
three months of 2009, the decrease in interest expenses of $35,609 and the
provision for loan losses of $20,703 were offset by the increase in the
provision of doubtful accounts of $55,235 and the increase in real estate owned
expenses of $65,475.
LIQUIDITY AND CAPITAL RESOURCES
During 2005, the Trust secured a $7,000,000 term facility with a bank that was
set to mature on November 14, 2008. On November 7, 2008, the Federal Deposit
Insurance Corporation ("FDIC") put the bank into receivership. The FDIC and the
Trust have been in negotiations to settle the outstanding debt. Management
believes that cash flow from operations, the mortgage loans that are paid off,
additional credit facilities that may be obtained during 2009 and, if necessary,
the limited sale of investment mortgages will be sufficient to meet the
liquidity needs of the company's businesses for the next twelve months.
Three months ended March 31, 2009 and 2008. As of January 1, 2009 and 2008,
the Trust had $1,974,687 and $962,190 of cash and cash equivalents,
respectively. During the three month period ended March 31, 2009, cash and cash
equivalents decreased by $1,628,218. During the three month period ended March
31, 2008, cash and cash equivalents increased by $2,761,584. After taking into
effect the various transactions discussed below, cash and cash equivalents at
March 31, 2009 and 2008 were $346,469 and $3,723,774.
The following summarizes the changes in net cash provided by operating
activities, net cash used for investing activities, and net cash provided by
financing activities.
Net cash provided by and used in operating activities during the three months
ended March 31, 2009 and 2008 was $503,081 and $36,021, respectively. During the
first three months of 2009, net income provided $28,508, an increase in other
liabilities provided $771,791 and a realized gain on the sale of marketable
securities used $279,926. During the first three months of 2008, net income
provided $9,268, a change in other liabilities used $76,550, the recovery of
doubtful accounts used $47,000 and a change in accounts receivable provided
$35,238.
Net cash used in and provided by investing activities for the three months ended
March 31, 2009 and 2008 was $2,128,131 and $3,196,430 respectively. During the
first three months of 2009, investment in marketable securities used $2,104,547.
During the first three months of 2008, proceeds from the sale of real estate
owned provided $1,769,825 and mortgage notes receivable provided $1,341,788.
Net cash used in financing activities during the three months ended March 31,
2009 and 2008 was $3,168 and $398,825, respectively. During the first three
months of 2009, the purchase of treasury stock used $2,341. During the first
three months of 2008, net payments of bank loans used cash of $398,825.
PART I - ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is not required to provide the information required by this item as
it is a smaller reporting company.
13
PART I - ITEM 4
CONTROLS AND PROCEDURES
(A) Evaluation of Disclosure Controls and Procedures. Based on management's
evaluation (with the participation of our CEO and Principal Accounting
Officer)), as of the end of the period covered by this report, our CEO and
Principal Accounting Officer have concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended ("Exchange Act")), are effective to provide
reasonable assurance that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in SEC rules and
forms, and is accumulated and communicated to management, including our
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
(B) Changes in Internal Control over Financial Reporting. There have been no
changes in the Company's internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company is involved in three legal proceedings as of March 31, 2009.
On April 14, 2006, the Trust and WCFC were served a summons alleging that the
Company was involved with misleading a former mortgage holder. Upon the
satisfaction of their mortgage claim from the proceeds of a Company provided
mortgage, the former mortgage holder released their escrow settlement to the new
purchaser without re-recording their subordinate mortgage claim. On July 14,
2006, the property was sold at a Trustee sale and the Company's loan was paid in
full. The former mortgage holder's unrecorded claim was not satisfied at the
aforementioned Trustee sale. The Company believes the former mortgage holder's
action is without merit and is seeking dismissal.
On November 1, 2007, WCFC was served a summons dated September 5, 2007 from a
former borrower alleging that the Company assisted the replacement lender to
unlawfully and illegally foreclose on the former borrower's property. The
Company believes the former mortgage holder's action is without merit and is
seeking dismissal.
In March 2008, the Trust was named as a defendant in a complaint alleging breach
of contract, fraud and negligence relating to two foreclosed properties. The
Company believes the former mortgage holder's action is without merit and is
seeking dismissal.
ITEM 1A RISK FACTORS
The Company is not required to provide the information required by this
item as it is a smaller reporting company.
ITEM 1B UNRESOLVED STAFF COMMENTS
None
ITEM 2 CHANGES IN SECURITIES
550 common shares were purchased for treasury stock during the three month
period ended March 31, 2009. No preferred shares were purchased for
treasury stock during the three month period ended March 31, 2009.
14
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
ITEM 5 OTHER INFORMATION
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
Exhibit No.
3.1 Certificate of Incorporation and Amendment No. 1 (1)
3.2 Bylaws of the Registrant (1)
3.3 Certificate of Amendment of Certificate of Incorporation (3)
4.1 Form of Stock Certificate of Common Shares of the Registrant (2)
10.2 Form of Indemnity Agreement between the Registrant and its Directors
and Officers (1)
24.7 Power of Attorney of Richard J. Wrensen (4)
31.1 Sarbanes Certification of Richard J. Wrensen
31.2 Sarbanes Certification of Andrea Barney
32.1 Sarbanes Certification
(1) These exhibits were previously contained in Registrant's Registration
Statement filed on Form S-11 with the Commission on September 9, 1996, and
are incorporated by reference herein.
(2) These exhibits were previously contained in Amendment No. 1 to the
Registrant's Registration Statement filed on Form S-11 with the Commission
on January 15, 1997, and are incorporated by reference herein.
(3) These exhibits were previously contained in Form 10-Q for the period ending
June 30, 1997 filed with the Commission on August 14, 1997, and are
incorporated by reference herein.
(4) This exhibit was previously contained in Form 10-K for the period ending
December 31, 1998 filed with the Commission on April 10, 1999, and is
incorporated by reference herein.
(b) Reports on Form 8-K.
--------------------
Form 8-K was filed on:
o April 21, 2009 due to the press release of April 20, 2009
announcing financial results.
o May 12, 2009 due to the press release of May 12, 2009
announcing a change in auditors.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EASTERN LIGHT CAPITAL, INCORPORATED
Dated: May 18, 2009
/s/ Richard J. Wrensen
------------------------
Richard J. Wrensen
President, Chief Executive Officer and
Chief Financial Officer
/s/ Andrea Barney
------------------------
Andrea Barney
Principal Accounting Officer and
Controller
16
Exhibit 31.1
CERTIFICATION OF FORM 10-Q OF EASTERN LIGHT CAPITAL, INCORPORATED
FOR THE PERIOD ENDING MARCH 31, 2009
I, Richard J. Wrensen, certify that:
1. I have reviewed this Form 10-Q, dated May 18, 2009 of Eastern Light
Capital, Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report in being prepared;
b. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls internal control over financial reporting.
Dated: May 18, 2009
/s/ Richard J. Wrensen
----------------------
Richard J. Wrensen
President, Chief Executive Officer and Chief Financial Officer
Exhibit 31.2
CERTIFICATION OF FORM 10-Q OF EASTERN LIGHT CAPITAL, INCORPORATED
FOR THE PERIOD ENDING MARCH 31, 2009
I, Andrea Barney, certify that:
1. I have reviewed this Form 10-Q, dated May 18, 2009 of Eastern Light
Capital, Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report in being prepared;
b. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls internal control over financial reporting.
Dated: May 18, 2009
/s/ Andrea Barney
-----------------
Andrea Barney
Principal Accounting Officer and Controller
Exhibit 32.1
CERTIFICATION
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Eastern Light Capital, Incorporated (the
"Company") on Form 10-Q for the period ending March 31, 2009 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Richard
J. Wrensen, Chief Executive Officer and President of the Company, and I, Andrea
Barney, Principal Accounting Officer and Controller of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully compiles with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
Date: May 18, 2009
/s/ Richard J. Wrensen
----------------------
Richard J. Wrensen
President, Chief Executive Officer and
Chief Financial Officer
/s/ Andrea Barney
----------------------
Andrea Barney
Principal Accounting Officer and Controller