- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2009


¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ________ to ________

Woodstock Financial Group, Inc.

(Exact name of registrant as specified in its charter)


Georgia	6211	58-2161804
(State of Jurisdiction of Incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

117 Towne Lake Pkwy, Ste 200

Woodstock, Georgia

30188

(Address of principal executive offices)

(Zip Code)

770-516-6996

(Telephone Number)

Raike Financial Group, Inc.

(Former name)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ý NO ¨

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or small reporting company in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	ý
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ý No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 17,619,028 shares of common stock, $.01 par value per share, issued and outstanding as of July 31, 2009.

WOODSTOCK FINANCIAL GROUP, INC.

INDEX


		Page No.
PART I	FINANCIAL STATEMENTS

Item 1.	Financial Statements	3
	Balance Sheets (unaudited) at June 30, 2009 and (audited) at December 31, 2008	3
	Statements of Operations (unaudited) for the Three Months And Six Months Ended June 30, 2009 and 2008	4
	Statements of Cash Flows (unaudited) for Six Months Ended June 2009 and 2008	5
	Notes to Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
Item 5.	Other Information	12
Item 6.	Exhibits	12

This Report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements appear in a number of places in this Report and include all statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (1) the Company’s financing plans; (2) trends affecting the Company’s financial condition or results of operations; (3) the Company’s growth strategy and operating strategy; and (4) the declaration and payment of dividends. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors discussed herein and those factors discussed in detail in the Company’s filings with the Securities and Exchange Commission.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WOODSTOCK FINANCIAL GROUP, INC.

Balance Sheets


		June 30,	December 31,
		2009	2008
		(unaudited)	(audited)
Assets
Cash and cash equivalents	$	554,431	976,450
Clearing deposit		131,014	130,887
Commissions receivable		671,279	555,309
Furniture, fixtures, and equipment, at cost, net of accumulated
depreciation of $163,459 and $157,892, respectively		22,307	25,786
Building, net of accumulated depreciation of $121,608 and $104,253 respectively		1,155,679	1,173,035
Other assets		284,157	78,829

	$	2,818,867	2,940,296

Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable	$	21,365	46,710
Commissions payable		480,052	427,426
Preferred dividends payable		30,274	30,274
Other liabilities		5,082	3,479
Long term mortgage payable		960,009	967,408

Total Liabilities		1,496,782	1,475,297


Shareholders’ Equity:
Series A preferred stock of $.01 par value;
5,000,000 shares authorized,
86,500 shares issued and outstanding (liquidation value of $865,000)		865	865
Common stock of $.01 par value; 50,000,000 shares authorized;
17,941,772 shares issued		179,418	179,418
Additional paid-in capital		3,689,778	3,689,778
Accumulated deficit		(2,392,021)	(2,249,107)
Treasury stock 322,744 shares, carried at cost		(155,955)	(155,955)

Total Shareholders’ Equity		1,322,085	1,464,999

	$	2,818,867	2,940,296

See accompanying notes to unaudited financial statements.

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WOODSTOCK FINANCIAL GROUP, INC.

Statements of Operations

(unaudited)

For the Three Months and Six Months Ended June 30, 2009 and 2008


		Three Months		Six Months
		Ended June 30	Ended June 30

		2009	2008	2009	2008
Operating income:
Commissions	$	2,418,899	1,939,983	3,857,841	3,800,477
Interest income		31,524	82,597	63,294	124,068
Other fees		248,140	237,687	372,373	435,169

Total operating income		2,698,563	2,260,267	4,293,508	4,359,714

Operating expenses:
Commissions to brokers		2,067,556	1,612,894	3,263,284	3,173,093
Clearing costs		51,384	32,805	87,103	74,430
Selling, general and administrative expenses		536,208	494,626	1,055,761	1,011,259

Total operating expenses		2,655,148	2,140,325	4,406,148	4,258,782

Net income (loss)	$	43,415	119,942	(112,640)	100,932

Basic and diluted earnings (loss) per share	$	0.00	0.01	(0.01)	0.01

See accompanying notes to unaudited financial statements.

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WOODSTOCK FINANCIAL GROUP, INC.

Statements of Cash Flows

(unaudited)

For the Six Months Ended June 30, 2009 and 2008


		2009	2008

Cash flows from operating activities:
Net income (loss)	$	(112,640)	100,932
Adjustments to reconcile net earnings to net cash used
by operating activities:
Depreciation		22,923	26,632
Change in commissions and fees receivable		(115,970)	(117,761)
Change in other assets		(205,455)	5,245
Change in accounts payable		(25,345)	(8,759)
Change in commissions payable		52,626	97,586
Change in other liabilities		1,603	(220)

Net cash provided (used) by operating activities		(382,258)	103,655

Cash flows used by investing activities consisting of
purchases of furniture, fixtures and equipment		(2,088)	(2,896)

Cash flows used by financing activities:
Cash dividends paid on preferred stock		(30,274)	(30,274)
Repayment of borrowings		(7,399)	(6,577)

Net cash used by financing activities		(37,673)	(36,851)

Net change in cash		(422,019)	63,908

Cash at beginning of period		976,450	1,118,542

Cash at end of period	$	554,431	1,182,450

Supplemental cash flow information:
Cash paid for interest	$	41,601	41,806

See accompanying notes to unaudited financial statements.

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WOODSTOCK FINANCIAL GROUP, INC.

Notes to Financial Statements

(1)

Organization

Woodstock Financial Group, Inc. (the “Company”) is a full service securities brokerage firm, which has been in business since 1995. The Company is registered as a broker-dealer with the Financial Industry Regulatory Authority (“FINRA”) in 49 states, Puerto Rico, Washington D.C. and also as a municipal securities dealer with the Municipal Securities Regulation Board (“MSRB”). The Company is subject to net capital and other regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company offers full service commission and fee-based money management services to individual and institutional investors. The Company maintains a custody-clearing relationship with Southwest Securities, Inc. In 2005, the Company, as a registered investment advisor, created a managed account program named “RFG Stars”. Through the RFG Stars Program, the Company provides investment advisory services to clients. All RFG Stars Program client accounts are maintained with Fidelity Registered Investment Advisor Group (“FRIAG”), an arm of Fidelity Investments. FRIAG provides brokerage, custody, and clearing services to RFG Stars Program clients.

The interim financial statements included herein are unaudited but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the interim period presented. All such adjustments are of a normal recurring nature. The results of operations for the period ended June 30, 2009 are not necessarily indicative of the results of a full year’s operations.

The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America (GAAP). In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ significantly from those estimates.

(2)

Stock-Based Compensation

The Company sponsors a stock-based incentive compensation plan for the benefit of certain employees.

The Company did not grant any options during the first and second quarters of 2009 and did not recognize any related expense during the period.

(3)

Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162). This standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS 162 is effective as of November 15, 2008. The adoption of this standard did not have an effect on our financial position or results of operations.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent Events (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this statement sets forth (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This statement was effective for the Company in the second quarter of 2009 and will only affect the Company’s financial statements if an event occurs subsequent to the balance sheet date that would require adjustment to the financial statements or disclosure. the Company evaluated events and transactions through the date of this report, which is the date its financial statements dated June 30, 2009, were filed with the SEC.

The following accounting standards that have been issued or proposed by the Financial Accounting Standards Board and other standard setting entities that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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WOODSTOCK FINANCIAL GROUP, INC.

Notes to Financial Statements, continued

(3)

Recent Accounting Pronouncements, continued

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification ^TM and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 (“SFAS 168”). The FASB Accounting Standards Codification ^TM (“Codification”) will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This Statement will be effective for the Company in the third quarter of 2009. Following this Statement, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right. Accounting Standards Updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in Codification. FASB Statement No. 162 (“SFAS 162”), The Hierarchy of Generally Accepted Accounting Principles , which became effective on November 13, 2008, identified the sources of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS 162 arranged these sources of GAAP in a hierarchy for users to apply accordingly. Once the Codification is in effect, all of its content will carry the same level of authority, effectively superseding SFAS 162. The implementation of SFAS 168 is not expected to have an impact on the Company’s financial statements; however, references to existing accounting literature in the footnotes to the financial statements will be changed to reference sections of the Codification.

(4)

Subsequent Events

The Company performed an evaluation of subsequent events through August 12, 2009, the date upon which the Company’s quarterly report on Form 10-Q was filed with the Securities and Exchange Commission. There are no subsequent events which require disclosure in these financial statements.

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Item 2.

WOODSTOCK FINANCIAL GROUP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

For the Quarters and Six Months Ended June 30, 2009 and 2008

OVERVIEW

The following discussion should be read in conjunction with the Financial Statements of the Company and the Notes thereto appearing elsewhere herein.

FORWARD-LOOKING STATEMENTS

The following is our discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. This commentary should be read in conjunction with the financial statements and the related notes and the other statistical information included in this report.

This report contains “forward-looking statements” relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of management, as well as assumptions made by and information currently available to management. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking statements, and our operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in our filings with the Securities and Exchange Commission, including, without limitation:

significant increases in competitive pressure in the financial services industries;

changes in political conditions or the legislative or regulatory environment;

general economic conditions, either nationally or regionally and especially in our primary service area, becoming less favorable than expected;

changes occurring in business conditions and inflation;

changes in technology;

changes in monetary and tax policies;

changes in the securities markets; and

other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission.

OVERVIEW AND GENERAL INDUSTRY CONDITIONS

Our primary sources of revenue are commissions earned from brokerage services. Our principal business activities are, by their nature, affected by many factors, including general economic and financial conditions, movement of interest rates, security valuations in the marketplace, regulatory changes, competitive conditions, transaction volume and market liquidity. Consequently, brokerage commission revenue and investment banking fees can be volatile. While we seek to maintain cost controls, a significant portion of our expenses is fixed and does not vary with market activity. As a result, substantial fluctuations can occur in our revenue and net income from period to period.

The Company is a licensed insurance broker and we receive commission revenue as a result of our insurance operations. The Company continues to grow this business; however does not regard insurance revenue as material at this time.

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Item 2.

WOODSTOCK FINANCIAL GROUP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS, continued

For the Quarters and Six Months Ended June 30, 2009 and 2008

RESULTS OF OPERATIONS – QUARTERS ENDED JUNE 30, 2009 AND 2008

Total revenue for the quarter ended June 30, 2009 increased by $438,296 or by 19% to $2,698,563 from $2,260,267 for the comparable period in 2008.

Commission revenue increased by $478,916 or 25% to $2,418,899 from $1,939,983 for the comparable period in 2008.

This increase was principally due to an increase in transactional business for the quarter.

Interest income decreased by $51,073 or 62% during the quarter ended June 30, 2009 compared to the same period in 2008. This decrease in interest earned is primarily the result of the clearing agent having inadvertently paid the Company interest in the second quarter of 2008 that it was not entitled to of approximately $40,000, as well as a decrease in the Company’s marginal rate received interest from margin accounts and customer accounts held by our clearing agent and the overall declining short-term rates in the market place. The error was corrected in the third quarter of 2008 when funds were returned to clearing agent.

Fees from clearing transaction charges and other income increased by $10,453 or 4% for the quarter ended June 30, 2009 compared to the same period in 2008. This slight increase was principally due to fees on the increase of transactional business.

Total operating expenses for the quarter ended June 30, 2009 increased by $514,823 or 24% to $2,655,148 from $2,140,325 for the same period in 2008. The increased expense was due primarily to the increase commission paid to brokers, which correlates to the increase in commission revenue.

Commissions to brokers increased by $454,662 or 28% to $2,067,556 for the quarter ended June 30, 2009 from $1,612,894 in the prior year. This increase coincides with the increase in commission revenue during the quarter.

Clearing costs were $51,384 for the quarter ended June 30, 2009, up from $32,805 the prior year . As a percentage of commission income clearing costs were 2.1% in 2009 compared to 1.7% in 2008. The increase as a percentage of total revenue is due to fluctuations in the mix of business, with more commissions being generated from insurance sales in the second quarter of 2008.

Selling, general and administrative expense increased $41,582 or 8% to $536,208 for the quarter ended June 30, 2009 from $494,626 in the prior year.

Net profit was $43,415 for the quarter ended June 30, 2009 compared to a net profit of $119,942 for the comparable period in prior year.

RESULTS OF OPERATIONS – SIX MONTHS ENDED JUNE 30, 2009 AND 2008, continued

Total revenue for the six months ended June 30, 2009 decreased by $66,206 or by 2% to $4,293,508 from $4,359,714 for the comparable period in 2008.

Commission revenue slightly increased by $57,364 or 2% to $3,857,841 from $3,800,477 for the comparable period in 2008. This increase was principally due to an increase in transactional business in the second quarter of 2009.

Interest income decreased by $60,774 or 49% during the six months ended June 30, 2009 compared to the same period in 2008. This decrease in interest earned is primarily the result of the clearing agent having inadvertently paid the Company interest in the second quarter of 2008 that it was not entitled to of approximately $40,000, as well as a decrease in the Company’s marginal rate received interest from margin accounts and customer accounts held by our clearing agent and the overall declining short-term rates in the market place. The error was corrected in the third quarter of 2008 when funds were returned to clearing agent.

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Fees from clearing transaction charges and other income decreased by $62,796 or 14% for the six months ended June 30, 2009 compared to the same period in 2008. This decrease is primarily due to the decrease in transactional fees due in part to lower volume during the first quarter, as well as a reduction in the clearing fees passed on to customers per transaction, in order to retain business during a down turn in the financial markets.

Total operating expenses for the six months ended June 30, 2009 increased by $147,366 or 3% to $4,406,148 from $4,258,782 for the same period in 2008. The increased expense was due primarily to the increase commission paid to brokers, which correlates to the increase in commission revenue.

Commissions to brokers increased by $90,191 or 3% to $3,263,284 for the six months ended June 30, 2009 from $3,173,093 in the prior year. This increase coincides with the increase in commission revenue during the six months.

Clearing costs increased by $12,673 or 17% to $87,103 for the six months ended June 30, 2009 from $74,430 in the prior year. As a percentage of commission income clearing costs were 2.3% in 2009 compared to 2.0% in 2008 .

Selling, general and administrative expense increased $44,502 or 4% to $1,055,761 for the six months ended June 30, 2009 from $1,011,259 in the prior year. This slight increase was due to primarily increases in salaries, consultant fees, and marketing.

Net loss was $112,640 for the six months ended June 30, 2009 compared to a net profit of $100,932 for the comparable period in prior year.

LIQUIDITY AND CAPITAL RESOURCES

Our assets are reasonably liquid with a substantial majority consisting of cash and cash equivalents, and receivables from other broker-dealers and our clearing agent, all of which fluctuate depending upon the levels of customer business and trading activity. Receivables from broker-dealers and our clearing agent turn over rapidly. Both our total assets as well as the individual components as a percentage of total assets may vary significantly from period to period because of changes relating to customer demand, economic, market conditions and proprietary trading strategies. Our total net assets at June 30, 2009 were $2,818,867 of which $554,431 is cash and cash equivalents.

As a broker-dealer, we are subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule15c3-1). The Rule requires maintenance of minimum net capital and that we maintain a ratio of aggregate indebtedness (as defined) to net capital (as defined) not to exceed 15 to 1. Our minimum net capital requirement is $100,000. Under the Rule we are subject to certain restrictions on the use of capital and its related liquidity. Our net capital position at June 30, 2009 was $819,950 and our ratio of aggregate indebtedness to net capital was .65 to 1.

Historically, we have financed our operations through cash flow from operations and the private placement of equity securities. We have not employed any significant leverage or debt to fund operating needs.

We believe that our capital structure is adequate for our current operations. We continually review our overall capital and funding needs to ensure that our capital base can support the estimated needs of the business. These reviews take into account business needs as well as the Company's regulatory capital requirements. Based upon these reviews, to take advantage of strong market conditions and to fully implement our expansion strategy, we will continue to pursue avenues to decrease costs and increase our capital position.

The Company's cash and cash equivalents decreased by $422,019 to $554,431 as of June 30, 2009, from $976,450 as of December 31, 2008. This overall decrease was due to net cash used by operating activities of $382,258 cash used in investing activities of $2,088, and cash used by financing activities of $37,673.

EFFECTS OF INFLATION AND OTHER ECONOMIC FACTORS

Market prices of securities are generally influenced by changes in rates of inflation, changes in interest rates and economic activity generally. Our revenues and net income are, in turn, principally affected by changes in market prices and levels of market activity. Moreover, the rate of inflation affects our expenses, such as employee compensation, occupancy expenses and communications costs, which may not be readily recoverable in the prices of services offered to our customers. To the extent inflation, interest rates or levels of economic activity adversely affect market prices of securities, our financial condition and results of operations will also be adversely affected.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company does not invest or trade in market sensitive investments.

Item 4.

Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to the Company that is required to be included in the Company’s periodic filings with the Securities and Exchange Commission. There have been no significant changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Currently, the Company has one pending claims by retail customers. We are the subject of routine examinations by self regulatory organizations including the SEC, FINRA and individual states and are not aware of any regulatory examinations at this time that would have a material impact on the company’s financial position.

Item 1A. Risk Factors

None

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

None

Item 5.

Other Information

None.

Item 6.

Exhibits

31.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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, thereunto duly authorized.


	WOODSTOCK FINANCIAL GROUP, INC.




Date: August 12, 2009	By:	/S/ WILLIAM J. RAIKE, III
		William J. Raike, III
		President, Chief Executive Officer and Director




Date: August 12, 2009	By:	/S/ MELISSA L. WHITLEY
		Melissa L. Whitley
		Chief Financial and Accounting Officer