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, 2012

OR

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

For the Transition Period from ________ to ________

COMMISSION FILE NUMBER: 000-32997

Woodstock Holdings, 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)

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 checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit and post such file).

Yes x   No o

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 18,044,028 shares of common stock, $.01 par value per share, outstanding as of August 10, 2012.

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WOODSTOCK HOLDINGS, INC.

INDEX

			Page No.
PART I	FINANCIAL STATEMENTS
Item 1.	Consolidated Financial Statements		3
	Consolidated Balance Sheets (unaudited) at June 30, 2012 and (audited) at December 31, 2011		3
	Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2012 and 2011		4
	Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2012 and 2011		5
	Notes to Consolidated Financial Statements (unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		17
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		18
Item 1.A.	Risk Factors		18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3.	Defaults Upon Senior Securities		18
Item 4.	Mine Safety Disclosures		18
Item 5.	Other Information		18
Item 6.	Exhibits		18

Special Cautionary Notice Regarding Forward-Looking Statements

Various matters discussed in this document and in documents incorporated by reference herein, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements for purposes of the Securities Act and the Securities Exchange Act. These forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Woodstock Holdings, Inc. (the “Company”) (formerly Woodstock Financial Group, Inc.) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

·

The effects of future economic conditions;

·

Governmental monetary and fiscal policies, as well as legislative and regulatory changes;

·

The risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks; and

·

The effects of competition from other financial institutions and financial service providers operating in the Company’s market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering products and services by mail, telephone, and computer and the Internet.

All written or oral forward-looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements.

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PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

WOODSTOCK HOLDINGS, INC.

Consolidated Balance Sheets

	June 30, 2012 (unaudited)		December 31, 2011 (audited)
ASSETS
Cash and cash equivalents	$ 721,355		$ 782,797
Clearing deposit	125,005		181,184
Securities inventory, at fair value	-		488,257
Realized trading profit and interest receivables	-		6,486
Commissions receivable	402,787		996,188
Furniture, fixtures, and equipment, at cost, net of accumulated depreciation
of $17,559 and $58,271, respectively	17,535		20,513
Building, at cost, net of accumulated depreciation
of $197,808 and $206,874, respectively	1,054,358		1,070,414
Other assets	140,457		147,518
Total  assets	$ 2,461,497		$ 3,693,357
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable	$ 66,446		$ 49,574
Commissions payable	328,250		875,762
Preferred dividends payable	30,099		30,099
Liability for securities inventory	-		483,643
Mortgage note	914,652		922,993
Deferred revenue	318,750		356,250
Other liabilities	8,853		5,316
Total liabilities	1,667,050		2,723,637
Commitments and contingencies
Shareholders' equity:
Series A preferred stock, $.01 par value; 5,000,000 shares authorized,        86,500 shares issued and 86,000 outstanding at June 30, 2012 and         December 31, 2011, (redemption value of $865,000 at June 30, 2012 and         December 31, 2011)	865		865
Common stock, $.01 par value; 50,000,000 shares authorized;        18,366,772 shares issued; 18,044,028 shares outstanding at         June 30, 2012 and December 31, 2011	183,668		183,668
Additional paid-in capital	3,697,032		3,697,032
Accumulated deficit	(2,931,158)		(2,755,885)
Treasury stock, 323,244 shares at June 30, 2012 and         December 31, 2011, carried at cost	(155,960)		(155,960)
Total shareholders' equity	794,447		969,720
Total liabilities and shareholders' equity	$ 2,461,497		$ 3,693,357

See accompanying notes to unaudited consolidated financial statements.

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WOODSTOCK HOLDINGS, INC.

Consolidated Statements of Operations

(unaudited)

For the Three and Six Months Ended June 30, 2012 and 2011

	Three Months Ended June 30				Six Months Ended June 30
	2012		2011		2012		2011
OPERATING INCOME
Commission revenue	$ 1,853,033		$ 3,595,155		$ 5,096,078		$ 6,401,201
Interest income	77,236		112,366		151,671		211,143
Net realized gain on securities	21,382		192,681		156,113		403,570
Other fees	296,146		258,329		586,352		535,422
Total operating income	2,247,797		4,158,531		5,990,214		7,551,336
OPERATING EXPENSES
Commissions to brokers	1,632,096		3,234,999		4,509,659		5,739,530
Selling, general, and administrative expenses	654,947		702,763		1,372,511		1,306,356
Compensation on trading profit	20,567		144,552		131,559		313,263
Clearing costs	28,398		40,750		62,296		75,161
Interest expense	25,936		40,049		59,363		71,483
Unrealized loss on securities	4,822		5,001		-		13,462
Total operating expenses	2,366,766		4,168,114		6,135,388		7,519,255
Net income (loss)	$ (118,969)		$ (9,583)		$ (145,174)		$ 32,081
Basic and diluted earnings (loss) per common share	$ (0.01)		$ (0.00)		$ (0.01)		$ 0.00

See accompanying notes to unaudited consolidated financial statements.

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WOODSTOCK HOLDINGS, INC.

Consolidated Statements of Cash Flows

(unaudited)

For the Six Months Ended June 30, 2012 and 2011

	2012		2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (145,174)		$ 32,081
Adjustments to reconcile net income (loss) to net cash
flows from operating activities
Depreciation	23,648		21,470
Unrealized loss (gain) on securities	-		13,462
Changes in operating assets and liabilities
Clearing deposit	56,179		(20,002)
Realized trading profit and interest receivables	6,486		162
Commissions receivable	593,401		270,269
Other assets	7,061		(24,503)
Accounts payable	16,872		(3,155)
Commissions payable	(547,512)		(166,230)
Deferred revenue	(37,500)		-
Other liabilities	3,537		833
Net cash flows from operating activities	(23,002)		124,387
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of furniture, fixtures and equipment	-		(11,676)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgage note	(8,341)		(7,952)
Common stock dividends	-		(19,008)
Preferred stock dividends	(30,099)		(30,425)
Additional paid in capital	-		(1,496)
Net cash flows from financing activities	(38,440)		(58,881)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(61,442)		53,830
CASH AND CASH EQUIVALENTS, beginning of year	782,797		968,716
CASH AND CASH EQUIVALENTS, end of period	$ 721,355		$ 1,022,546
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
Securities inventory obtained via financing through              Southwest Securities, Inc.	$ 14,687,531		$ 22,084,391
Satisfaction of liability for securities inventory sold via              Southwest Securities, Inc.	$ 15,171,174		$ 21,934,473
SUPPLEMENTAL DISCLOSURE OF CASH PAID
FOR INTEREST	$ 59,363		$ 71,483

See accompanying notes to unaudited consolidated financial statements.

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WOODSTOCK HOLDINGS, INC.

 (unaudited)

Notes to Consolidated Financial Statements

(1)

Description of Business and Summary of Significant Accounting Policies

Business

Woodstock Holdings, Inc. (the “Company” or "WHI") is a holding company and it has no business operations except for those conducted through Woodstock Financial Group, Inc. (“WFG”), its wholly-owned subsidiary. All references in this Form 10Q to the business of the Company refer to the operations of WFG, unless the context indicates otherwise. WFG has been a full service securities brokerage and investment banking business since 1995.   The Company’s website address is www.woodstockholdingsinc.com and WFG’s website is www.woodstockfg.com.

The Company has been registered since 2002 as a United States Securities and Exchange Commission (“SEC”) reporting company (File No. 0-32997). The Company reported its financial position and results of operations for 2009 and earlier periods on a pre-reorganization basis.  For reporting periods beginning February 2010, we report our position and results of operations on a consolidated basis.

WFG is a full service securities brokerage firm, which was incorporated in January 2010.  The Company is registered as a broker-dealer with the Financial Industry Regulatory Authority (“FINRA”) in 50 states, Puerto Rico, Washington D.C., U.S. Virgin Islands, and also as a municipal securities dealer with the Municipal Securities Regulation Board.  The Company is also a SEC Registered Investment Advisor and maintains advisory accounts through Fidelity Registered Investment Advisor Group (“FRIAG”), an arm of Fidelity Investments and IMG (Investment Management Group, a division of Southwest Securities, Inc. (“Southwest”)).  The Company is subject to net capital and other regulations of the SEC.  The Company offers full service commission and fee-based money management services to individual and institutional investors.  

WFG trades equity securities on an agency only basis and it trades bonds and other instruments on a principal and/or agency basis on various exchanges. WFG maintains selling agreements with mutual fund families and insurance companies offering load and no load funds, annuities and insurance products.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) on the accrual basis of accounting and to general practices within the broker-dealer industry.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements. Accordingly, actual results could differ from these estimates.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, clearing deposit, securities inventory and commissions receivable.

Cash and cash equivalents and the clearing deposit are deposited in various financial institutions. At times, amounts on deposit may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. From December 31, 2010 to December 31, 2012, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the accounts, at all FDIC insured institutions. At June 30, 2012, all cash deposits were covered under the FDIC insurance limits.

At June 30, 2012 and December 31, 2011, commissions receivable were approximately $403,000 and $996,000, and of that approximately $387,125 and $984,000 were due from Southwest, respectively.

Revenue Recognition and Commissions Receivable

WFG charges commissions and/or fees for customer transactions. These commissions and/or fees are charged within the guidelines of industry standards.  Commissions are recorded on a trade date basis, which does not differ materially from the settlement date basis.

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WOODSTOCK HOLDINGS, INC.

 (unaudited)

Notes to Consolidated Financial Statements

Advertising

The Company recognizes advertising costs as incurred in selling, general and administrative expenses in the statement of operations.

Cash and Cash Equivalents

Cash and cash equivalents include short-term deposits and highly liquid investments that have original maturities of three months or less when purchased and are stated at cost.

 

Building and Furniture, Fixtures and Equipment

Building and furniture, fixtures and equipment are reported at cost, less accumulated depreciation. Depreciation of furniture, fixtures and equipment is computed using straight-line method over the estimated useful life of five years.  Depreciation of the building is computed using the straight-line method over the estimated useful life of 39 years.

The cost of maintenance and repairs, which do not improve or extend the useful life of the respective asset, is charged to earnings as incurred, whereas significant renewals and improvements are capitalized.

Impairment of Long-Lived Assets

In accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 360, Long Lived Assets, assets such as the building, are reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If this review reveals an indicator of impairment, as determined based on estimated undiscounted cash flows, the carrying amounts of the related long-lived assets are adjusted to fair value. Management has determined there has been no impairment in the carrying value of its long-lived assets at June 30, 2012 and December 31, 2011.

Income Taxes

ASC 740, Income Taxes, provides guidance for how uncertain tax provisions should be recognized, measured, presented and disclosed in the financial statements. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more-likely-than-not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

In the event the future tax consequences of differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more-likely-than-not that some or all of the deferred tax asset will not be realized.

In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. Management is unaware of any material tax positions that do not meet the more-likely-than-not threshold as of June 30, 2012 and December 31, 2011.

The Company files income tax returns in the United States and Georgia, which are subject to examination by the tax authorities in these jurisdictions. Generally, the statute of limitations related to the Company’s federal and state income tax return is three years. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states.

Treasury Stock

Treasury stock is accounted for by the cost method.  Subsequent reissuances are accounted for at average cost.

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WOODSTOCK HOLDINGS, INC.

 (unaudited)

Notes to Consolidated Financial Statements

Stock-Based Compensation

Until 2011, the Company had sponsored a stock-based incentive compensation plan for the benefit of certain employees.  The Company accounts for this plan under the recognition and measurement principles of ASC 718, Compensation-Stock Compensation.  As of June 30, 2012 the Company has outstanding under the Plan, options to purchase 200,000 shares of the Company’s common stock, exercisable at $.01 per share. This plan has expired and options are no longer granted under this plan.

Net Earnings Per Share

During the six months ended June 30, 2012 and 2011, the Company had potential common stock issuances of 86,000 shares relating to outstanding shares of preferred stock.  The effect of the convertible preferred stock issuances would be antidilutive because the exercise price is more than the fair value of the stock. The effect of these potential common stock issuances has been excluded from the computation of net earnings per share for each year.

Presented below is a summary of earnings (loss) per common share for the three and six months ended June 30, 2012 and 2011:

	Three Months Ended June 30				Six Months Ended June 30
	2012		2011		2012		2011
Weighted average common shares outstanding	18,044,028		17,744,028		18,044,028		17,744,028
Net earnings (loss)	$ (118,969)		$ (9,583)		$ (145,174)		$ 32,081
Preferred stock dividends	(15,049)		(15,108)		(30,099)		(30,425)
Net earnings (loss) attributable to common shareholders	$ (134,018)		$ (24,691)		$ (175,273)		$ 1,656
Net earnings (loss) per common share	$ (0.01)		$ (0.00)		$ (0.01)		$ 0.00

Fair Value of Financial Instruments  

ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below.

 

Level 1

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2

Inputs to the valuation methodology including quoted prices for similar or identical assets or liabilities in active or inactive markets. Inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data. If the asset or liability has a specified term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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WOODSTOCK HOLDINGS, INC.

 (unaudited)

Notes to Consolidated Financial Statements

Recent Accounting Pronouncements

ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” In May 2011, the FASB issued ASU 2011-04 to allow for common fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards. Consequently, the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements has changed. FASB does not intend for the changes to result in a change in the application of the requirements in the fair value standard. ASU 2011-04 clarifies the FASB’s intent about the application of existing fair value measurement requirements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011, the Company’s third quarter of fiscal 2012. The Company adopted ASU 2011-04 on January 1, 2012 and it did not have a material impact on the Company’s financial statements or the processes.

Reclassifications

Certain reclassifications have been made to the prior period balances in order to conform to the current period presentation.

(2)

Related Party Transactions

The following table sets forth the overall compensation earned during the quarters ended June 30, 2012 and 2011 by WFG’s Chief Executive Officer.

	Quarter ended June 30	Salary (1)	Override Bonus Earned	Override Bonus Paid	Override Payments Accrued
William J. Raike, III	2012	$ 41,500	$ 56,000	$ 42,000	$ 14,000
William J. Raike, III	2011	$ 41,500	$ 101,000	$ 78,000	$ 23,000

(1)

Excludes $30,000 paid per quarter for consulting fees to a company owned by Mr. Raike’s spouse.

Pursuant to Exchange Act Rules 17a-3(a) and (a)(2), WFG and WHI have an expense sharing agreement in place.

(3)

Net Capital Requirements

The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 (and the rule of the “applicable” exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1).  At June 30, 2012, the Company had net capital of $467,440, which was $367,440 in excess of its required net capital of $100,000.  The Company’s net capital ratio was 1.55 to 1.

(4)

Off-Balance Sheet Risk

Customer transactions are introduced and cleared through the Company’s clearing agent on a fully disclosed basis. Under the terms of its clearing agreement, the Company is obligated to make sure that its customers pay for all transactions and meet all maintenance requirements, if applicable, in a timely manner under Regulation-T of the Federal Reserve Board.

The Company engages in inter-dealer activity with various broker-dealers and qualified institutional buyers.  These transactions are affirmed/compared in a timely fashion to make sure all such counterparties fulfill their settlement obligations.  

(5)

Income Taxes

The Company has recorded $0 income tax expense in the three months ended June 30, 2012 and 2011 due to the Company recording a 100% valuation allowance on the net deferred tax asset as the realization of the deferred tax asset is dependent on future taxable income.

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WOODSTOCK HOLDINGS, INC.

 (unaudited)

Notes to Consolidated Financial Statements

The major components of the deferred tax asset at June 30, 2012 and December 31, 2011 are operating loss carryforwards, deferred revenue and stock based compensation expense.

At December 31, 2011, the Company had net operating loss carryforwards for tax purposes of approximately $1.3 million which will expire beginning in 2022, if not previously utilized.

(6)

Mortgage Note

In September 2009, the Company refinanced the mortgage note on the current office space in Woodstock, Georgia.  The new note has a 5-year balloon payment and matures September 2014.  It is amortized on a 25-year basis at a fixed rate of interest at 7.00%, and is collateralized by the building.

The Company paid a monthly condo association fee of approximately $28,000 and $27,000 for the six months ended June 30, 2012 and 2011, respectively.  

Scheduled principal payments due on the mortgage note as of June 30, 2012 are as follows:

For the remainder of 2012	$ 8,652
2013	18,407
2014	887,593
	$ 914,652

(7)

Selling, General and Administrative Expenses

Components of selling, general and administrative expenses which are greater than 1% of total revenues for the three and six months ended June 30, 2012 and 2011 are as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2012		2011		2012		2011
Consultant fees	$ 66,347		$ 188,657		$ 111,006		$ 377,673
Compensation	264,856		154,380		592,715		309,640
Compliance Settlement	39,998		*		*		*
Errors and omissions insurance	39,003		46,649		*		*
Legal and professional fees	54,028		67,067		90,646		126,173
Payroll Services	*		*		61,157		*

*Expense did not represent 1% or more of total revenues.

(8)

Securities Inventory and Liability for Securities Inventory

Until April 24, 2012 the Company maintained an investment grade municipal bond inventory account for the purpose of inter-dealer trading. This inventory account was monitored on a daily basis for credit risk, market risk and collateralization purposes. The inventory was held in a segregated margin account at Southwest, the Company’s clearing firm.  This segregated margin account was crossed collateralized by the Company’s clearing deposit account at Southwest.  From time to time the Company did deposit cash into or withdraw cash from this account when needed.  The current interest rate environment had produced a fluctuating negative/positive carry on this trading account.  Since April 24, 2012 this account was flat and currently holds no positions.

 

(9)

Shareholders’ Equity

Stock Option Plan  

Until 2011 the Company had a stock option plan for the benefit of certain employees.  The Board of Directors approved a total of 7.6 million shares to be available for potential future option grants.

No stock options were granted in 2012. As of the filing date of this Form 10-Q, the Company has outstanding under the plan, options to purchase 200,000 shares of the Company’s common stock, exercisable at $.01 per shares. This plan has expired and options are no longer granted under this plan.

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WOODSTOCK HOLDINGS, INC.

 (unaudited)

Notes to Consolidated Financial Statements

The Company used the following assumptions in estimating the fair value of the option awards:

Assumptions in estimating the fair value of options awarded:
Expected volatility	.5%
Risk-free interest rate	4.99%
Expected life	10 years
Dividend yield	0%

A summary of activity in the stock option plan is presented below:

	Six Months Ended				Year Ended
	June 30, 2012				December 31, 2011
			Weighted				Weighted
			Average				Average
			Price				Price
	Shares		Per Share		Shares		Per Share
Outstanding and exercisable, Beginning of year	-		$ 0.01		2,457,000		$ 0.01
Vested during the year	-		$ 0.01		100,000		$ 0.01
Exercised	-		$ 0.01		(300,000)		$ 0.01
Expired during the period	-				(2,257,000)
Outstanding and exercisable, end of year	-		$ 0.01		-		$ 0.01

The total intrinsic value of options outstanding and exercisable as evidenced above would not be considered material to the financial statements.

2001 Series A Preferred Stock

The holders of the Series 1 Preferred Stock have the rights, preferences and privileges which are as follows:

Annual Dividend	$.70 per share, cumulative
Dividend Arrears	None
Redemption Price	$10.00 per share
Voting Rights	None
Holders’ Optional Conversion Rights	Yes
Mandatory Conversion	Yes (1)
Total 2001 Series A Issued	86,500
Outstanding 2001 Series A Shares	86,000
Repurchased Series A Shares	500 (2)

(1)

Mandatory Conversion if shares issuable upon conversion are registered for resale or in the event of a change in control (as defined).

(2)

Series A Preferred Shares were repurchased in 2011.

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WOODSTOCK HOLDINGS, INC.

 (unaudited)

Notes to Consolidated Financial Statements

(10)

Employee Retirement Plan

The Company has established a Savings Incentive Match Plan for Employees of Small Employers (SIMPLE IRA). Employees who receive at least $5,000 of compensation for the calendar year are eligible to participate. The Company matches employee contributions dollar for dollar up to three percent of the employee’s compensation.  Total contributions for any employee are limited by certain regulations.  

(11)

Fair Value

There were no Company assets measured at a fair value hierarchy on a recurring basis as of June 30, 2012:

The following table presents the Company’s fair value hierarchy for those assets measured at fair value on a recurring basis as of December 31, 2011:

	Level 1		Level 2		Level 3		Total
Securities inventory	$ -		$ 488,257		$ -		$ 488,257

There were no transfers between levels from December 31, 2011 to June 30, 2012.

The method described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation method was appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

(12)

Commitments and Contingencies

Through the ordinary course of business, the Company has entered into contractual agreements, generally cancelable upon 60 to 180 day’s written notice, with outside vendors and service providers for various administrative related products and services. As discussed in Note 2, Related Party Transactions, the Company has an expense sharing agreement with WFG.

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters that may arise from time to time that may harm the Company’s business.

As of the date of this report, other than routine litigation arising from the ordinary course of business, which the Company does not expect to have a material adverse effect on the Company, there is no pending legal proceedings.

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Subsequent Events

In accordance with applicable accounting standards, the Company evaluated subsequent events through August 3, 2012 the date the financial statements were available for issue.  

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

WOODSTOCK HOLDINGS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

For the Six Months Ended June 30, 2012 and 2011

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 SEC, 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 SEC.

OVERVIEW AND GENERAL INDUSTRY CONDITIONS

Business operations in this Form 10-Q refer primarily to the operations of our wholly-owned brokerage subsidiary WFG as we, its parent company, are a holding corporation. Our primary sources of revenue are commissions earned from brokerage transactions and related financial services of WFG. WFG is also a licensed insurance agency and can receive insurance commission revenue. Currently and in the past, there has been no significant impact from revenues derived from our insurance business.  Our investment advisory services are currently a fast growing segment of our WFG business. 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, our revenues 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.

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Our assets are basically liquid with a substantial portion consisting of cash and cash equivalents, and receivables from other broker-dealers and Southwest.  All these items fluctuate depending upon the levels of customer business and trading activity. Receivables from broker-dealers and Southwest 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 assets at June 30, 2012 were $2,461,497, of which $721,355 were cash and cash equivalents.  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.

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 strengthening market conditions and to implement our expansion as fully as possible, we will continue to pursue avenues to decrease costs and increase our capital position.

Critical Accounting Policies

The Company’s significant accounting policies are described in Note 1 to the Consolidated Financial Statements included in its 2011 Form 10-K and in Note 1 to the Consolidated Financial Statements included in Item 1 of this report. The preparation of Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and to general practices of the brokerage industry requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates.

Management has identified accounting for (i) fair value measurements for valuation of financial instruments, (ii) revenue recognition and (iii) concentrations of credit risk as the Company’s most critical accounting policies and estimates in that they are important to the portrayal of the Company’s financial condition and results, and they require Management’s subjective judgment as a result of the need to make estimates about the effects of matters that are inherently uncertain. These accounting policies, including the nature of the estimates and types of assumptions used, are described throughout this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its 2011 Form 10-K.

RESULTS OF OPERATIONS – QUARTERS ENDED JUNE 30, 2012 AND 2011

The results of operations described below reflect a decrease in operating income, commission revenue and operating expenses primarily due to the loss of a branch office which was with the company between August 2010 until its departure in April 2012. This branch office was responsible for approximately $5.1 million of revenues in 2011. Management believes that the loss of revenues is material and the Company is seeking to replace the loss of revenue with the addition of one or more branch offices. Management of the Company does not believe that the loss of the branch office will materially affect the Company's profitability or the ability of the Company to pay dividends to its Preferred Stockholders. In this respect, while operating income decreased for the three months ended June 30, 2012 by approximately $1.9 million, net income decreased by approximately $109,000.

Total operating income for the quarter ended June 30, 2012 decreased by $1,910,73, or approximately 46%, to $2,247,797, from $4,158,531 for the comparable period in 2011.  

Commission revenue for the quarter ended June 30, 2012 decreased by $1,742,122, or approximately 48%, to $1,853,033 from $3,595,155 for the comparable period in 2011. This decrease was principally derived from a reduction of commission revenue during the second quarter of 2012, along with a decrease in transactional business for the quarter compared to the previous years.  

Interest income for the quarter ended June 30, 2012 decreased by $35,130, or approximately 31%, to $77,236 from $112,366 for the comparable period in 2011.  This decrease is primarily due to the decrease in interest charged on margin accounts and customer accounts held by our clearing agent, in addition until April 24, 2012 interest was earned from the investment grade municipal bond inventory trading account (“trading account”).  Since April 24, 2012 this account was flat and currently holds no positions.

Trading profit for the quarter ended June 30, 2012 was $21,382 in realized trading profits and $4,822 in unrealized trading losses.  Of the $21,382 realized trading profit, $20,567 was paid out as commissions through the trading account.  

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Other fees, from clearing transaction charges and other income, for the quarter ended June 30, 2012 increased by $37,817 or approximately 15%, to $296,146 from $258,329 compared to the comparable period in 2011.  This increase was principally due to an increase of  administration fees for the quarter.

Total operating expenses for the quarter ended June 30, 2012 decreased by $1,801,348, or approximately 43%, to $2,366,766 from $4,168,114 for the same period in 2011.  The decreased expense was due primarily to the decreased commissions paid to brokers (which correlates with the decrease in commission revenue during the quarter) and the decrease in clearing cost and interest expenses.

Commissions to brokers for the quarter ended June 30, 2012 decreased by $1,602,903, or approximately 50%, to $1,632,096 from $3,234,999 for the comparable period in 2011.  This decrease correlates with the decrease in commission revenue during the quarter.  

Compensation on trading profit for the quarter ended June 30, 2012 was $20,567.  There was $21,382 in realized trading profits and $4,822 in unrealized trading losses.  Of the $21,382 realized trading profit, $20,567 was paid out in the account.

Clearing costs for the quarter ended June 30, 2012, decreased by $12,352, or approximately 30%, to $28,398 from $40,750 for the comparable period in 2011. As a percentage of commission revenue, clearing costs were approximately 1.5% for the quarter ended June 30, 2012, compared to approximately 1.1% in 2011.   

Selling, general and administrative expense for the quarter ended June 30, 2012 decreased by $47,816 or approximately 7%, to $654,947 from $702,763 for the comparable period in 2011. This decrease is due to decreases in compensation primarily related to the override bonus paid to the CEO (which is based upon revenues of the Company and therefore correlates with revenues).

Net loss was $118,969 for the quarter ended June 30, 2012, compared to a net loss of $9,583 for the comparable period in 2011. The decrease in commission revenue was the primary reason for the loss for the quarter.

RESULTS OF OPERATIONS – SIX MONTHS ENDED JUNE 30, 2012 AND 2011

The results of operations described below reflect a decrease in operating income, commission revenue and operating expenses primarily due to the loss of a branch office which was with the company between August 2010 until its departure in April 2012. This branch office was responsible for approximately $5.1 million of revenues in 2011. While management believes that the loss of revenues is material, the Company is seeking to replace the loss of revenue with the addition of one or more branch offices. Management of the Company does not believe that the loss of the branch office will materially affect the Company's profitability or the ability of the Company to pay dividends to its Preferred Stockholders. In this respect, while operating income decreased for the six months ended June 30, 2012 by approximately $1.5 million, net income decreased by approximately $177,000.

Total operating income for the six months ended June 30, 2012 decreased by $1,561,122 or approximately 21%, to $5,990,214, from $7,551,336 for the comparable period in 2011.  

Commission revenue for the six months ended June 30, 2012 decreased by $1,305,123, or approximately 20%, to $5,096,078 from $6,401,201 for the comparable period in 2011. This decrease was principally derived from a reduction of commission revenue for the six months, along with a decrease in transactional business for the six months compared to the previous years.  

Interest income for the six months ended June 30, 2012 decreased by $59,472, or approximately 28%, to $151,671 from $211,143 for the comparable period in 2011.  This decrease is primarily due to the decrease in interest charged on margin accounts and customer accounts held by our clearing agent, in addition until April 24, 2012 interest was earned from the investment grade municipal bond inventory trading account (“trading account”).  Since April 24, 2012 this account was flat and currently holds no positions.

Realized trading profit for the six months ended June 30, 2012 was $156,113.  Of the $156,113 realized trading profit, $131,559 was paid out as commissions through the trading account.  

Other fees, from clearing transaction charges and other income, for the six months ended June 30, 2012 increased by $50,930, or approximately 10%, to $586,352 from $535,422 compared to the comparable period in 2011.   This increase was principally due to an increase in administration fees for the six months.

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Total operating expenses for the six months ended June 30, 2012 decreased by $1,383,867, or approximately 18%, to $6,135,388 from $7,519,255 for the same period in 2011.  The decreased expense was due primarily to the decreased commissions paid to brokers (which correlates with the decrease in commission revenue during the six months) and the decrease in clearing cost and interest expenses.

Commissions to brokers for the six months ended June 30, 2012 decreased by $1,229,871, or approximately 21%, to $5,739,530 from $6,052,793 for the comparable period in 2011.  This decrease correlates with the decrease in commission revenue during the six months.

Clearing costs for the six months ended June 30 2011, decreased by $12,865, to $62,296 from $75,161 for the comparable period in 2011.   As a percentage of commission revenue, clearing costs were approximately 1.2% for the six months ended June 30, 2012, compared to approximately 1.2% in 2011.   

Selling, general and administrative expense for the six months ended June 30, 2012 increased by $66,155, or approximately 5%, to $1,372,511 from $1,306,356 for the comparable period in 2011. This slight increase is due to increases in compliance settlements and payroll services.  Compliance settlement increased approximately $40,000.  Payroll services increased approximately $16,000. Compensation paid to the CEO are paid through the payroll services company, whereas this was paid through the consultants account during 2011.

Net loss was $145,174 for the six months ended June 30, 2012, compared to a net profit of $32,081 for the comparable period in 2011. The decrease in operating income was primarily related to the decrease in commission revenue; for six months.  

LIQUIDITY AND CAPITAL RESOURCES

Our assets are reasonably liquid with a substantial portion 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.  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 conditions, market conditions and proprietary trading strategies.  Our total assets at June 30, 2012 were $2,461,497, of which $721,355 are cash and cash equivalents.

As a broker-dealer, WFG is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule15c3-1).  The Rule requires maintenance of minimum net capital and that WFG maintains a ratio of aggregate indebtedness (as defined) to net capital (as defined) not to exceed 15 to 1.  WFG’s minimum net capital requirement is $100,000.  Under the Rule, WFG is subject to certain restrictions on the use of capital and its related liquidity.  WFG’s net capital position at June 30, 2012 was $467,440 and its ratio of aggregate indebtedness to net capital was 1.55 to 1. The calculation of the ratio only includes the balances obtained from the Broker Dealer.

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 $61,442 to $721,355 as of June 30, 2012, from $782,797 as of December 31, 2011.  This overall decrease was due to net cash used in operating activities of $23,002, and cash used in financing activities of $38,440.

The Company holds a mortgage note on the current office space at 117 Towne Lake Parkway, Woodstock, GA  30188.  The mortgage note has a 5-year balloon payment and matures in September 2014, amortized on a 25-year basis at a fixed rate of interest 7.00%, and is collateralized by the building.  Mortgage payments and condo association fees of $6,770 and $4,700, respectively, are payable monthly.

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SECURITIES INVENTORY AND LIABLILITY FOR SECURITIES INVENTORY

Until April 24, 2012 the Company maintained an investment grade municipal bond inventory account for the purpose of inter-dealer trading. This inventory account was monitored on a daily basis for credit risk, market risk and collateralization purposes. The inventory was held in a segregated margin account at Southwest, the Company’s clearing firm.  This segregated margin account was crossed collateralized by the Company’s clearing deposit account at Southwest.  From time to time the Company did deposit cash into or withdraw cash from this account when needed.  The current interest rate environment had produced a fluctuating negative/positive carry on this trading account.  Since April 24, 2012 this account was flat and currently holds no positions.

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.

Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

 

The Company maintains an investment grade municipal bond inventory account for the purpose of inter-dealer trading. This inventory account is monitored on a daily basis for credit risk, mark risk and collateralization purposes.  As of April 24, 2012 this account was flat and currently holds no positions.

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 SEC.  There have been no significant changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2012 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

In the normal course of business, the Company, as a regulated broker-dealer, is subject to examinations, inquiries and requests from Customers, the SEC, FINRA and state regulators and customer complaints.  We are not aware of any matter at this time that would have material impact on the Company’s financial position, which are not covered by insurance.

Item 1.A.

Risk Factors

As a smaller reporting company, the Registrant is not required to include risk factors in this Form 10-Q.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.  

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

32

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 HOLDINGS, INC.
Date:  August 10, 2012	By:	/S/ WILLIAM J. RAIKE, III
		William J. Raike, III
		President, Chief Executive Officer and Director
Date:  August 10, 2012	By:	/S/ MELISSA L. WHITLEY
		Melissa L. Whitley
		Chief Financial and Accounting Officer

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