UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-Q
------------------------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 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 June 30, 2009, the registrant has approximately 353,882 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 4-10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 11-14
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15
ITEM 4 CONTROLS AND PROCEDURES 15
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS 15
ITEM 1A RISK FACTORS 15
ITEM 1B UNRESOLVED STAFF COMMENTS 15
ITEM 2 CHANGES IN SECURITIES 16
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 16
ITEM 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 16
ITEM 5 OTHER INFORMATION 16
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 16
SIGNATURES 17
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)
June 30, December 31,
2009 2008
----------- -----------
ASSETS
Cash and cash equivalents $ 240,673 $ 1,974,687
Marketable securities 379,212 213,839
Accounts receivable 670,373 734,193
Allowance for doubtful accounts (481,036) (550,808)
----------- -----------
Net accounts receivable 189,337 183,385
----------- -----------
Mortgage notes receivable 4,640,674 5,460,948
Allowance for loan losses (525,000) (720,000)
----------- -----------
Net notes receivable 4,115,674 4,740,948
----------- -----------
Real estate owned (net of senior debt of $2,823,126 and $2,631,696) 3,042,602 2,596,494
Other assets 40,134 30,157
----------- -----------
Total assets $ 8,007,632 $ 9,739,510
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Bank loans payable $ -- $ 2,005,184
Other liabilities 432,423 191,783
----------- -----------
Total liabilities 432,423 2,196,967
----------- -----------
Stockholders' equity
Preferred stock, $.01 par value;1,600,000 shares authorized; 213,820
shares issued and outstanding at June 30, 2009
and December 31, 2008 2,138 2,138
Additional paid in capital - preferred stock 5,509,728 5,509,728
Less treasury stock: 16,919 preferred shares at
June 30, 2009 and December 31, 2008 at cost (229,179) (229,179)
Common stock, $.01 par value; 2,000,000 shares authorized; 500,432 and
500,032 shares issued and outstanding
at June 30, 2009 and December 31, 2008 5,005 5,000
Additional paid in capital - common stock 9,407,142 9,404,245
Less treasury stock: 146,550 and 133,500 common shares at
June 30, 2009 and December 31, 2008 at cost (1,819,176) (1,761,912)
Accumulated other comprehensive income 12,897 334
Accumulated deficit (5,313,346) (5,387,811)
----------- -----------
Total stockholders' equity 7,575,209 7,542,543
----------- -----------
Total liabilities and stockholders' equity $ 8,007,632 $ 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 Six Months Ended
June 30 June 30
2009 2008 2009 2008
--------- --------- --------- ---------
REVENUES
Interest income $ 75,464 $ 123,091 $ 122,529 $ 359,701
Rental income 34,700 -- 65,481 --
Other income 18,021 1,957 18,948 6,353
--------- --------- --------- ---------
Total revenues 128,185 125,048 206,958 366,054
--------- --------- --------- ---------
EXPENSES
Interest expense on loans 8,817 32,871 21,423 81,086
Provision for (recovery of) loan losses 50,497 (81,509) 54,794 (56,509)
Provision for (recovery of) doubtful accounts 8,000 6,954 16,235 (40,046)
Operating expenses (credit) of real estate owned 47,387 (10,348) 115,831 (7,379)
Wages and benefits 117,846 90,504 225,312 194,831
Depreciation 8,897 -- 23,791 --
General and administrative 84,335 56,327 198,586 181,284
--------- --------- --------- ---------
Total expenses 325,779 94,799 655,972 353,267
--------- --------- --------- ---------
GAIN (LOSS) FROM OPERATIONS (197,594) 30,249 (449,014) 12,787
Gain from retirement of debt 400,000 -- 400,000 --
Gain (loss) on real estate owned -- (793) 2 56,370
Gain (loss) on securities transaction (191,398) (49,563) 55,157 (57,791)
Gain on investments 34,950 22,205 68,321 --
--------- --------- --------- ---------
Total other income (expenses), net 243,552 (28,151) 523,480 (1,421)
--------- --------- --------- ---------
NET INCOME $ 45,958 $ 2,098 $ 74,466 $ 11,366
========= ========= ========= =========
PREFERRED DIVIDENDS -- -- -- --
--------- --------- --------- ---------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 45,958 $ 2,098 $ 74,466 $ 11,366
========= ========= ========= =========
BASIC EARNINGS PER COMMON SHARE $ 0.13 $ 0.01 $ 0.20 $ 0.03
========= ========= ========= =========
DILUTED EARNINGS PER COMMON SHARE $ 0.12 $ 0.01 $ 0.20 $ 0.03
========= ========= ========= =========
DIVIDENDS PAID PER PREFERRED SHARE $ -- $ -- $ -- $ --
========= ========= ========= =========
DIVIDENDS PAID PER COMMON SHARE $ -- $ -- $ -- $ --
========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements.
2
EASTERN LIGHT CAPITAL, INCORPORATED
Condensed Consolidated Statements of Cash Flows
(unaudited)
Six Months Ended
June 30
2009 2008
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 74,466 $ 11,366
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation 23,791 --
Retirement of debt (400,000) --
Stock-based compensation expense 2,902 9,795
Provision for (recovery of) loan losses 54,794 (56,509)
Change in allowance for doubtful accounts (74,464) (40,046)
Realized loss on sale of marketable securities 143,943 36,839
Change in accounts receivable 63,820 (25,748)
Change in other assets (9,977) 1,739
Change in in other liabilities 240,640 (144,983)
----------- -----------
Net cash provided by (used in) operating activities 119,915 (207,547)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from marketable securities 214,059 71,999
(Investment in) marketable securities (510,812) --
(Investment in) proceeds from real estate owned, net (69,900) 1,769,825
Proceeds from mortgage notes receivable 175,172 1,327,732
----------- -----------
Net cash provided by (used in) investing activities (191,481) 3,169,556
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for bank loans, net (1,605,184) (1,620,000)
Purchase of treasury stock (57,264) --
Preferred dividends paid -- --
Common dividends paid -- --
----------- -----------
Net cash used in financing activities (1,662,448) (1,620,000)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,734,014) 1,342,009
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,974,687 962,190
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 240,673 $ 2,304,199
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 26,607 $ 93,570
=========== ===========
Cash paid for taxes $ 12,940 $ 50
=========== ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Foreclosures, net of reserves $ 591,430 $ 707,603
=========== ===========
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 June 30, 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. 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 and six months ended June 30, 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.
Marketable Securities. Marketable securities are classified as either
trading or available-for-sale as defined by Statement of Financial
Accounting Standards (SFAS) 115, Accounting for Certain Investments in Debt
and Equity Securities. Trading securities represent investments in exchange
listed securities that are bought and held principally for the purpose of
selling them in the near term. Available-for-sale securities represent
investments in exchange listed securities which the Trust intends to hold
for an indefinite period of time.
4
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
2. Basis of presentation and summary of significant accounting policies
--------------------------------------------------------------------
(continued)
-----------
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.
During the second quarter of 2009, the Company reported a $400,000 gain on
the disposition of previously issued debt. The Company had borrowed
$2,000,000 from a lender that was seized by the Federal Deposit Insurance
Company. The borrowing was satisfied for $1,600,000.
Stock-based compensation. During the six months ended June 30, 2009, no
option awards were issued. During the six months ended June 30, 2008,
84,655 options were re-issued. As the options were re-issued, no further
disclosure is required pursuant to SFAS No. 123 (revised 2004) ("FAS
123(R)"), Share-Based Payment, which is a revision of SFAS 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. For the period ended June 30, 2009, there were no
such reclassifications.
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 Measurements. 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 FAS 157-4 is
effective for the Company for the quarter ending June 30, 2009. The
Company's adoption did not have a material impact on its financial position
and results of operations.
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. FSP 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 is effective for the Company for the quarter
ended June 30, 2009 and its adoption did not have a material impact on the
Company's financial position and results of operations.
5
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
3. Marketable securities
---------------------
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 and six month periods ended June 30,
2009, the gain in accumulated other income was $58,818 and $12,563,
respectively. Trading securities are reported at fair value with unrealized
gains and losses reported in the statements of operations.
Available-for-sale securities consist of exchange traded REIT securities
whereas trading securities consist of exchange traded non-REIT securities.
Both accounts utilize exchange listed derivative securities to enhance
performance and to hedge against risk. The trading account also shorts
exchange listed securities, including derivative securities.
As of June 30, 2009 and December 31, 2008, the trading securities account
balance was $0 and $205,870, respectively. As of June 30, 2009 and December
31, 2008, the available for sale securities account balance was $379,212
and $7,969, respectively. 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 statements of operations.
The accounts utilize margin borrowings and are separately maintained. The
equity balance in the account is sufficient to offset the risk from a
potential margin call. As of June 30, 2009 and December 31, 2008, the
trading securities account had no borrowings while the available-for-sale
securities account had borrowings of $245,191 and $0, respectively. The
interest in the available-for-sale margin account is charged at an annual
rate of Prime and 4.00% and is payable monthly. As of June 30, 2009 and
December 31, 2008, interest of $3,680 and $0 was charged and is reported in
the statements of operations.
4. Mortgage notes receivable
-------------------------
Reconciliation of the mortgage notes receivable balances follows:
Jun 30, 2009 Dec 31, 2008
------------ ------------
Balance, beginning of period $ 5,460,948 $ 11,144,365
Additions during period:
Originations -- --
Deductions during period:
Collections of principal (28,313) (89,949)
Repayments (146,859) (1,262,396)
Write-offs of uncollectible loans (55,844) --
Foreclosures (589,258) (4,331,072)
------------ ------------
Balance, end of period $ 4,640,674 $ 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 June 30, 2009, there were four (4) loans
totaling $1,955,002 of principal and $5,168 of interest that were
delinquent over 90 days. These loans do not accrue interest in agreement
with the Company's policy on revenue recognition.
Mortgage notes that have been modified from their original terms are
evaluated to determine if the loan meets the definition of Troubled Debt
Restructuring ("TDR") in accordance with SFAS 15 Accounting by Debtors and
Creditors for Trouble Debt Restructuring and SFAS 114, Accounting by
Creditors for Impairment of a Loan - an amendment of FASB Statements No. 5
and 15. For the period ended June 30, 2009, there were no loan
modifications that affected the recognition of revenue or required the
Company to recognize impairment of a mortgage note receivable.
6
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
5. 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 $525,000 and $720,000 allowance for loan
losses are adequate to protect against potential losses inherent in
mortgage notes receivables as of June 30, 2009 and December 31, 2008,
respectively. Actual losses may differ from the estimate.
A reconciliation of the allowance for loan losses follows:
Jun 30, Dec 31,
2009 2008
----------- -----------
Provision for loan losses
(as reported on condensed consolidated
statements of operations) $ 54,794 $ 404,230
Allowance transfer (non-cash) (4,691) --
Write-downs of existing collateral (189,259) (1,839,230)
Write-offs of uncollectible collateral (55,844) --
----------- -----------
Total adjustments to allowance (195,000) (1,435,000)
Balance, beginning of period 720,000 2,155,000
----------- -----------
Balance, end of period $ 525,000 $ 720,000
=========== ===========
6. 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 owned is 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.
As of January 1, 2009, the Company owned five properties. During the six
months ended June 30, 2009, the Company foreclosed on two properties. As of
June 30, 2009, the Company owned seven properties, of which four properties
were held for sale with a value of $2,540,591 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. Three of the properties have senior liens in the amount of
approximately $1,998,370, $633,326 and $191,430.
A reconciliation of the real estate owned follows:
Jun 30, Dec 31,
2009 2008
----------- -----------
Balance, beginning of period $ 5,228,189 $ 1,804,826
Add: Foreclosed mortgage notes, (net of reserve) 591,430 5,785,524
Add: Investments 69,900 128,927
Less: Write-downs of property (non-cash) -- (281,000)
168,240
Add: Gain on sale --
Less: Proceeds from sale of real estate owned
(net of closing costs) -- (2,378,327)
----------- -----------
Real estate owned, gross 5,889,519 5,228,190
Less: Senior debt (non-cash) (2,823,126) (2,631,696)
Less: Depreciation of real estate held for (23,791)
investment --
----------- -----------
Balance, end of period $ 3,042,602 $ 2,596,494
=========== ===========
7
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
7. 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 assets and liabilities:
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.
The following table presents information about the Company's assets and
liabilities that are measured at fair value on a recurring basis as of June
30, 2009:
Jun 30,
2009 Level 1 Level 2 Level 3
---------- ---------- ------------- ----------
Asset:
Marketable securities - Available for sale $ 379,212 $ 379,212 -- --
Marketable securities - Trading -- -- -- --
Mortgage notes receivable (non-recurring) -- -- -- --
Real estate owned 2,540,591 -- -- 2,540,591
Liability:
Other liability - Margin loan 245,191 245,191 -- --
---------- ---------- ------------- ----------
Total $3,164,994 $ 624,403 $ -- $2,540,591
========== ========== ============= ==========
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 $245,191 margin loan is included in
Other liabilities.
8
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
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.
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 outstanding shares
were 196,901. During the first six months of 2009, no Preferred Stock
shares were purchased. As of June 30, 2009, the Trust's net Preferred Stock
outstanding shares were 196,901.
As of January 1, 2009, the Trust's net Common Stock outstanding shares were
366,532. During the first six months of 2009, 13,050 shares of Common Stock
were purchased and 400 options were exercised. As June 30, 2009, the
Trust's net Common Stock outstanding shares were 353,882.
9. Related party transactions
--------------------------
On January 1, 2007, the Trust entered into a sub-lease agreement for office
space with the Former Manager. The Former Manager terminated the sub-lease
agreement effective July 4, 2008 and the Trust entered into a lease with an
independent third party.
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 came first. On June 3, 2009, Mr. Swartz's options expired,
unexercised.
9
EASTERN LIGHT CAPITAL, INCORPORATED
Notes to Condensed Consolidated Financial Statements
(unaudited)
10. 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 and six months ended June 30, 2009 and 2008:
Three months ended Six months ended
Jun 30, Jun 30,
2009 2008 2009 2008
-------- -------- -------- --------
Numerator:
Net income $ 45,958 $ 2,098 $ 74,466 $ 11,366
Preferred dividends -- -- -- --
-------- -------- -------- --------
Net income available to common stockholders $ 45,958 $ 2,098 $ 74,466 $ 11,366
======== ======== ======== ========
Denominator:
Basic weighted average shares 361,065 380,532 363,636 380,532
7,711 -- 7,693 --
-------- -------- -------- --------
Dilutive effect of options
Diluted weighted average shares 368,776 380,532 371,329 380,532
======== ======== ======== ========
Basic earnings per common share $ 0.13 $ 0.01 $ 0.20 $ 0.03
======== ======== ======== ========
Diluted earnings per common share $ 0.12 $ 0.01 $ 0.20 $ 0.03
======== ======== ======== ========
At June 30, 2009 and 2008, options to purchase 24,374 and 88,940 shares of
common stock are not considered in the diluted earnings per share
calculation.
11. Wages and Benefits
------------------
Every January 1, full time employees with at least 12 months of full time
employment qualify for a Company sponsored Simple IRA. Employee
contributions are governed by Internal Revenue Code limitations. The
Company contributes up to 3.0% of the employee's annual compensation, but
not in excess of the lesser of the employee's contribution or the maximum
IRS employer's contribution. Employer contributions vest upon funding.
10
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
Certain statements made in this 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 and 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 and six months ended
June 30, 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.
11
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 June 30, 2008, the
Trust had REO for sale of approximately $3,378,714 and approximately 50% of the
mortgage loan portfolio is non-performing assets. REO and non-performing
mortgage loans increased to approximately 87% of total shareholder equity and
approximately 243% 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 June 30, 2009, the
Trust has REO for sale and investment of approximately $3,042,602 and
approximately 42% of the mortgage loan portfolio is non-performing assets. REO
and non-performing mortgage loans were approximately 66% of total shareholder
equity and approximately 218% 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
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
approximately $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 six months ended June 30, 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 of approximately $400,000 in our second
quarter ending June 30, 2009.
12
The Company is reviewing its 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
relinquishing its REIT status to enhance shareholder value.
Loan Origination. During 2008 and the six months ended June 30, 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 June 30, 2009, the
Company's loan portfolio included 15 loans totaling $4,640,674 of which four
loans totaling $1,955,002 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 $525,000, 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.
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 June 30, 2009 and December 31,
2008.
As of June 30, 2009, the following table summarizes the Company's outstanding
repayment obligations:
Amount of Commitment Expiration Per Period
Maximum Other ------------------------------------------
Commercial Commitments (a) Total Amounts Less than 1 - 3 4 - 5 After 5
as of June 30, 2009 Committed 1 year years years years
- ------------------------------ ------------- --------- -------- ----- -------
Margin Loan $245,191 $245,191 0 0 0
Lease Commitment $135,300 $ 66,000 $69,300 0 0
Standby Repurchase Obligations 0 0 0 0 0
Total Commercial Commitments $380,491 $311,191 $69,300 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.
13
RESULTS OF OPERATIONS
The historical information presented herein is not necessarily indicative of
future operations.
Three months ended June 30, 2009 and 2008. Revenues for the second quarter
increased to $128,185 as compared to $125,048 for the same period in the prior
year. The slight increase in revenue was due to the increase in rental income of
$34,700 and other income of $16,064 which was offset by a decrease in interest
income of $47,627. The decrease in interest income was the result of a smaller
loan portfolio while the increase in rental income was the result of an increase
in real estate investments.
Expenses for the three months ended June 30, 2009 increased to $325,779 as
compared to $94,799 for the same period in the prior year. The increase in
expenses during the second three months of 2009 resulted from an increase in the
provision for loan losses of $132,006 and operating expenses of real estate
owned of $57,735. These increases are the result of the prior year's downward
adjustments to loan loss reserves whereas the real estate owned increase is due
to rising costs and an increased number of foreclosed assets.
Six months ended June 30, 2009 and 2008. Revenues for the first six months
decreased to $206,598 as compared to $366,054 for the same period in the prior
year. The decrease in revenue is due to the decrease in interest income of
$237,172. The interest income declines are due to a smaller loan portfolio while
the increase in rental income of $65,481 is due to the increase in real estate
investments.
Expenses for the six months ended June 30, 2009 increased to $655,972 as
compared to $353,267 for the same period in the prior year. The increase in
expenses during the first six months of 2009 resulted from an increase in the
provision for loan losses of $111,303 and operating expenses of real estate
owned increased $123,210. These increases are the result of the prior year's
downward adjustments to loan loss reserves whereas the real estate owned
increase is due to rising costs and an increase in the number of foreclosed
assets.
LIQUIDITY AND CAPITAL RESOURCES
Management believes that the cash flows from operations, mortgage loans that are
paid off, real estate owned that is sold, 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.
Six months ended June 30, 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 six month period ended June 30, 2009, cash and cash equivalents
decreased by $1,734,014. During the six month period ended June 30, 2008, cash
and cash equivalents increased by $1,342,009. After taking into effect the
various transactions discussed below, cash and cash equivalents at June 30, 2009
and 2008 were $240,673 and $2,304,199.
The following summarizes the changes in net cash provided by (used in) operating
activities, net cash (used in) provided by investing activities, and net cash
(used in) financing activities.
Net cash provided by (used in) operating activities during the six months ended
June 30, 2009 and 2008 was $119,915 and ($207,547), respectively. During the
first six months of 2009, net income provided $74,466, a change in other
liabilities provided $240,640 and the allowance for doubtful accounts used
($74,464). During the first six months of 2008, net income provided $11,366, a
change in other liabilities used $144,983 and the provision for loan losses used
($56,509).
Net cash (used in) provided by investing activities for the six months ended
June 30, 2009 and 2008 was ($191,481) and $3,169,556 respectively. During the
first six months of 2009, net investments in marketable securities used
($296,753) while mortgage notes receivable provided $175,172. During the first
six months of 2008, proceeds from the sale of real estate owned provided
$1,769,825 and mortgage notes receivable provided $1,327,732.
Net cash (used in) financing activities during the six months ended June 30,
2009 and 2008 was ($1,662,448) and ($1,620,000), respectively. During the first
six months of 2009, the repayment of bank loans used ($1,605,184). During the
first six months of 2008, net payments of bank loans used cash of ($1,620,000).
14
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.
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 June 30, 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
15
ITEM 2 CHANGES IN SECURITIES
12,500 common shares were purchased for treasury stock during the three
month period ended June 30, 2009. No preferred shares were purchased for
treasury stock during the three month period ended June 30, 2009. Options
for 400 common shares were exercised.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
The 2009 Annual Shareholder meeting was held on June 26, 2009. The result of the
vote was:
Proposal One: Election of Directors
Results for Mr. Jones FOR: 358,415 WITHHOLD: 10,483
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 May 19, 2009 due to the press release of May 19, 2009 announcing
financial results for the first quarter of 2009.
o July 1, 2009 due to the press release of May 12, 2009 announcing the
results of the annual shareholder meeting held on June 26, 2009.
16
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: August 11, 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
17