UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 28, 2015

 

National Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

001-12629

36-4128138

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

         
         

410 Park Avenue, 14 th Floor, New York, NY

  10022
(Address of Principal Executive Offices)   (Zip Code)

          

 

 

   (212) 417-8000

 

 

(Registrant’s Telephone Number, Including Area Code)

 

     
 

Not Applicable

 
  (Former Name or Former Address, if Changed Since Last Report)  

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

   

Item 2.02

Results of Operations and Financial Condition.

 

On December 28, 2015, National Holdings Corporation issued a press release announcing its financial results for its fiscal year ended September 30, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 2.02 and Exhibit 99.1 and the information therefrom incorporated in Item 2.02 by reference to Exhibit 99.1, is being furnished, and shall not be deemed “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

 

On December 29, 2015, the Company and Robert B. Fagenson entered into a fourth amendment (the “Fagenson Amendment”) to his Co-Executive Chairman Compensation Plan, dated June 7, 2013, as amended (the “Fagenson Agreement”), pursuant to which, among other things, the term of the Fagenson Agreement will end on March 31, 2016, following which the term of the Fagenson Agreement may be extended for successive 30 day periods on the terms set forth therein. The foregoing summary of the Fagenson Amendment is qualified in its entirety by reference to the full text of the Fagenson Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

I tem 9.01

Financial Statements and Exhibits.

 

  (d) Exhibits:
     
 

10.1

Fourth Amendment to Co-Executive Chairman Compensation Plan, dated as of December 29, 2015, between National Holdings Corporation and Robert B. Fagenson.

     
  99.1  Press Release issued by National Holdings Corporation on December 28, 2015.

 

 
 

 

 

SIGNATURE

 

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.

 

 

 

National Holdings Corporation

(Registrant)

 

 

 

 

 

 

Date:     December 30, 2015

By:

/s/   Robert B. Fagenson

 

 

Robert B. Fagenson

Chief Executive Officer

 

 
 

 

 

EXHIBIT INDEX

 

Exhibit No.

  Description    
     

10.1

 

Fourth Amendment to Co-Executive Chairman Compensation Plan, dated as of December 29, 2015, between National Holdings Corporation and Robert B. Fagenson.

     
99.1   Press Release issued by National Holdings Corporation on December 28, 2015.

 

Exhibit 10.1

 

Fourth Amendment to the Co-Executive Chairman Compensation Plan

 

 

This Fourth Amendment (this “ Amendment ”) to the Co-Executive Chairman Compensation Plan between National Holdings Corporation, a Delaware corporation (the “ Company ”), and Robert B. Fagenson (the “ Executive ”), dated June 20, 2013, including the Annexes thereto, and as amended on June 6, 2014, October 31, 2014 and October 1, 2015 (the “ Agreement ”), is entered into and effective on the 29 th day of December, 2015.

 

WHEREAS , the parties desire to amend the Agreement to extend the Term of the Agreement. Terms not otherwise defined herein shall have the meaning set forth in the Agreement.

 

NOW , THEREFORE , for and in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.     The Term of the Agreement shall end on March 31, 2016.

 

2.     The Term of the Agreement shall be extended for successive 30 day periods (“ Additional Period ”) after March 31, 2016 unless one of the parties to the Agreement, at least five days prior to the end of the then current Additional Period, advises the other party that he or it, as the case may be, no longer wishes to extend the Term of the Agreement.

 

3.     Except as specifically amended hereby, the Agreement shall remain in full force and effect.

 

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth below.

 

 

NATIONAL HOLDINGS CORPORATION

 

 

 

/s/ Mark Goldwasser
By: Mark Goldwasser
Its: President
Date: December 29, 2015

 

EXECUTIVE

 

 

 

/s/ Robert B. Fagenson
By: Robert B. Fagenson
Date: December 29, 2015

 

Exhibit 99.1

 

 

 

 

NATIONAL HOLDING S CORPORATION ANNOUNCES
FISCAL 2015
YEAR END RESULTS

 

Management to Host Conference Call on December 29 , 201 5 at 9:00 a.m. ET

 

 

NEW YORK, NY, December 28 , 2015 – National Holdings Corporation (NASDAQ:NHLD) (“National” or the “Company”), a leading full service independent brokerage, investment banking and asset management firm providing diverse services including tax preparation, today announced its financial results for the fiscal year ended September 30, 2015.

 

Full Year Fiscal 2015 Financial Highlights

 

 

Revenue of $163.0 million, versus $184.3 million for fiscal year 2014

 

Investment banking revenue increased 10% to $21.0 million, a record year

 

Non-recurring expenses totaled $2.1 million

 

Third consecutive year of positive net income

 

Fourth consecutive year of positive EBITDA

 

Cash and equivalents of $28.6 million and no debt at September 30, 2015

 

Equity of $45.3 million at September 30, 2015

 

Management Commentary

 

“During fiscal 2015, we maintained positive net income and EBITDA for the third and fourth consecutive years, respectively, while enduring significant revenue headwinds,” said Robert Fagenson, Executive Chairman and Chief Executive Officer of National. “While our alternative investments platform recovered nicely from a rocky first quarter, overall commissions fell $18.5 million on lower volumes, reflecting unease among retail investors in the face of persistent economic uncertainly and geopolitical unrest. In fact, commissions accounted for approximately 85% of our year-over-year revenue decline.”

 

Added Mark Goldwasser, President of National, “Our diversification strategy served us well this year, as commission and trading weakness were partially offset by growth in our investment banking, investment advisory and tax preparation and accounting businesses. We also successfully implemented additional cost reduction actions at the corporate level throughout the year.

 

“Consistent with our strategy, we continued to expand our distribution network during fiscal 2015. The addition of new registered reps and advisors should contribute to improved operating performance going forward as they ramp their respective businesses up to more normalized production levels. Most importantly, we remain in a strong environment to acquire registered reps and advisors and, as our industry continues to consolidate, we see increasing availability of both individuals and small groups, with larger opportunities presenting themselves from time to time.”

 

Concluded Mr. Fagenson, “We are enthusiastic about the market opportunities that we see before us and are well positioned to resume revenue and profit growth when industry-wide commission levels rebound. As we near the end of the first quarter of fiscal year 2016, we have been encouraged to see a reversal of commission trends for the first time since the second quarter of 2015. We remain focused on executing on our diversification strategy, while scaling our business through continued expansion of our brokerage system and lowering the cost base of the business.”

 

 
 

 

 

Full Year 2015 Financial Results

 

National reported fiscal year 2015 revenue of $163.0 million, a decline of 12% versus $184.3 million in fiscal 2014, which was a record year for the firm. The Company experienced a 16% decrease in commission revenues to $96.2 million for the full year due to lower transaction volumes and a sluggish market environment for trade execution. Investment banking revenue in fiscal 2015 increased 10% to $21.0 million driven by a strong deal pipeline with solid offerings and executions. Investment advisory revenue increased 6% to $15.0 million, primarily due to the addition of new investment advisors, which increased total assets under management. Full year revenues from the Company’s tax and accounting business also increased 6%, to $8.2 million, primarily due to the acquisition of a tax preparation and accounting office during the year. Revenue from net dealer inventory gains dropped 36% to $10.5 million as light trading volumes, coupled with low interest rates and low market volatility, all contributed to a weaker trading environment.

 

Total expenses decreased 8% to $162.6 million for fiscal year 2015, compared with $176.5 million in the prior year. The decrease in total expenses was primarily due to the decline in commissions and net dealer inventory gains, which had a direct effect on compensation, variable fees and clearing costs. Clearing costs were also reduced by the amortization of deferred clearing credits received from National Financial Services. Professional fees increased by $0.2 million or 5% to $4.3 for fiscal 2015 as a result of higher legal and consulting costs.

 

Income from operations for fiscal 2015 was $0.5 million, compared with $7.8 million for the prior year. Net income for the year ended September 30, 2015 was $0.3 million, or $0.02 per basic and diluted share, compared with net income of $18.6 million, or $1.51 per basic and $1.50 per diluted share in 2014. Net income in fiscal 2014 benefitted from the recognition of tax credits, which resulted in a total tax benefit of $10.8 million. Adjusted EBITDA, a non-GAAP measure, was $2.7 million for fiscal 2015, compared with $10.4 million in the prior fiscal year.

 

Balance Sheet

 

As of September 30, 2015, National had $28.6 million in cash and equivalents, receivables from broker dealers and clearing organizations, and marketable securities and no debt, versus $30.5 million and no debt as of September 30, 2014. The decline was a result of lower receivables from broker dealers and clearing organizations due to lower levels of brokerage business. The company reported total stockholder’s equity of approximately $45.3 million, which represents a $0.7 million increase from September 30, 2014.

 

Fiscal Year 2015 Financial Results Conference Call

 

Management will host a conference call to discuss the operating and financial results at 9:00 am ET on Tuesday, December 29, 2015. To participate in the conference call, please dial (888)-364-3108 or (719-325-2463) approximately 10 minutes prior to the call. Please reference conference ID # 2627864 .

 

A live webcast of the conference call will be available at https://www.webcaster4.com/Webcast/Page/1363/12538 Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.

 

A telephonic replay of the conference call will be available through December 30, 2015 and can be accessed by dialing (888)-203-1112 or (719)-457-0820, conference ID #2627864. A webcast replay of the conference call will also be available in the Investors section of the Company’s website following the call.

 

About National Holdings Corporation

 

National Holdings Corporation is a full-service investment banking and asset management firm that provides a range of services, including independent retail brokerage and advisory services, investment banking, institutional sales and trading and equity research, financial planning, market making, tax preparation, insurance and annuities, to corporations, institutional investors and high net-worth clients. With over 1,100 independent advisors, registered reps, traders and sales associates, the Company is a leading Independent Advisor and Broker services company. National operates through five subsidiaries: National Securities Corporation, vFinance Investments, Inc., National Insurance Corporation, National Asset Management, Inc. and Gilman Ciocia, Inc. The Company’s National Securities subsidiary was founded in 1947. National was organized in 1999 and is headquartered in New York and Florida. For more information, visit  www.nhldcorp.com .

 

 
 

 

 

FORWARD-LOOKING STATEMENTS

 

This press release may contain certain forward-looking statements. Any such statements, other than statements of historical fact, are based on management’s current expectations, estimates, projections, beliefs and assumptions about the Company, its current and prospective portfolio investments, and its industry. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company’s control, difficult to predict and could cause actual results to differ materially from those expected or forecasted in such forward-looking statements. Actual developments and results are likely to vary materially from these estimates and projections as a result of a number of factors, including those described from time to time in National’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and National undertakes no obligation to update any such forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

   

 
 

 

 

NATIONAL HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 

   

September 30,

   

September 30,

 
   

2015

   

2014

 

ASSETS

               
                 

Cash

  $ 24,642,000     $ 24,465,000  

Restricted cash

    218,000       92,000  

Cash deposits with clearing organizations

    1,005,000       1,005,000  

Securities owned, at fair value

    887,000       1,061,000  

Receivables from broker-dealers and clearing organizations

    3,078,000       4,985,000  

Forgivable loans receivable

    1,368,000       662,000  

Other receivables, net

    3,709,000       3,998,000  

Prepaid expenses

    1,727,000       932,000  

Fixed assets, net

    712,000       752,000  

Intangible assets, net

    7,331,000       7,595,000  

Goodwill

    6,531,000       6,531,000  

Deferred tax asset, net

    11,662,000       11,925,000  

Other assets, principally refundable deposits

    512,000       790,000  

Total Assets

  $ 63,382,000     $ 64,793,000  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               
                 

Liabilities

               

Securities sold, but not yet purchased, at fair value

  $ 32,000     $ 55,000  

Accrued commissions and payroll payable

    10,244,000       13,520,000  

Accounts payable and other liabilities

    6,602,000       5,636,000  

Deferred clearing and marketing credit

    1,205,000       971,000  

Other

    37,000       79,000  

Total Liabilities

    18,120,000       20,261,000  
                 

Stockholders’ Equity

               

Preferred stock, $0.01 par value, 10,000,000 shares authorized; none outstanding

               

Common stock $0.02 par value, 150,000,000 shares authorized; 12,473,968 issued and outstanding at September 30, 2015 and 12,464,941 shares issued and outstanding at September 30, 2014

    249,000       249,000  

Additional paid-in-capital

    80,282,000       79,837,000  

Accumulated deficit

    (35,284,000

)

    (35,569,000

)

                 

Total National Holdings Corporation Stockholders’ Equity

    45,247,000       44,517,000  
                 

Non-Controlling interest

    15,000       15,000  

Total Stockholders’ Equity

    45,262,000       44,532,000  
                 

Total Liabilities and Stockholders’ Equity

  $ 63,382,000     $ 64,793,000  

   

 
 

 

 

NATIONAL HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

   

Full Year Period Ended

September 30,

 
   

2015

   

2014

 

Revenues

               

Commissions

  $ 96,222,000     $ 114,301,000  

Net dealer inventory gains

    10,512,000       16,482,000  

Investment banking

    21,004,000       19,035,000  

Investment advisory

    14,967,000       14,161,000  

Interest and dividends

    3,604,000       3,541,000  

Transfer fees and clearing services

    7,993,000       8,676,000  

Tax preparation and accounting

    8,248,000       7,811,000  

Other

    496,000       285,000  

Total Revenues

    163,046,000       184,292,000  
                 

Operating Expenses

               

Commissions, compensation and fees

    139,452,000       152,145,000  

Clearing fees

    2,904,000       3,701,000  

Communications

    4,774,000       4,772,000  

Occupancy

    4,051,000       4,056,000  

License and registration

    1,725,000       1,620,000  

Professional fees

    4,301,000       4,099,000  

Interest

    13,000       33,000  

Depreciation and amortization

    1,127,000       1,136,000  

Other administrative expenses

    4,221,000       4,908,000  

Total Operating Expenses

    162,568,000       176,470,000  
                 

Income before Income Tax Expense

    478,000       7,822,000  
                 

Income tax (benefit) expense

    193,000       (10,821.000 )

Net Income

  $ 285,000     $ 18,643,000  
                 

Net income per share of common stock - Basic

  $ 0.02     $ 1.51  

Net income per share of common stock - Diluted

  $ 0.02     $ 1.50  
                 

Weighted number of shares outstanding - Basic

    12,464,496       12,322,110  

Weighted number of shares outstanding - Diluted

    12,502,254       12,408,348  

 

 
 

 

 

Non-GAAP Financial Measures

 

To provide investors with greater insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, the Company supplements its consolidated statements of income presented on a GAAP basis with non-GAAP financial measures of earnings. Please refer to the schedule in this release for a reconciliation of non-GAAP financial measures to GAAP measures.

 

Management uses Earnings before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”) and adjusted EBITDA as financial measures to evaluate the profitability and efficiency of the Company’s business model. EBITDA and adjusted EBITDA are not presented in accordance with GAAP.

 

Investors should consider the non-GAAP measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. Additionally, the Company’s non-GAAP measures may differ from similar measures used by other companies, even if similar terms are used to identify such measures.

 

 

National Holdings Corporation

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

 

 

   

Full Year Ended September 30,

 
   

2015

   

2014

 
                 

Net income, as reported

  $ 285,000     $ 18,643,000  

Interest expense

    13,000       33,000  

Income taxes

    193,000       (10,821,000 )

Depreciation and amortization

    1,127,000       1,136,000  

EBITDA

    1,618,000       8,991,000  

Non-cash compensation expense

    590,000       1,124,000  

Forgivable loan amortization

    538,000       243,000  

EBITDA, as adjusted

  $ 2,746,000     $ 10,358,000  

 

 

 

 

 

Contacts:

 

National Holdings Corporation

 

Robert Fagenson, Executive Chairman & Chief Executive Officer   

Tel: +1 212 417 8210

 

 

LHA

 

Ed McGregor/Jody Burfening

Tel: +1 212 838 3777

emcgregor@lhai.com