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Fagenson, Klein and Riley--too close for comfort!
National Holdings' revised Letter of Intent with B. Riley Financial may constitute a conflict of interest, and the exclusivity clause may provoke CB Pharma Acquisition Corp. (and others) to look more closely at the relationships that have existed over the past several years. First, it is good to know how many of NHLD's 12.5 million outstanding shares are owned by Fagenson, Klein and Riley:
NHLD shares owned, excluding options (December 10, 2015):
Fagenson – 965,802
Klein – 513,503 ($3.09/share average cost)
Riley – 604,114 ($4.80/share average cost)
In the interest of providing full disclosure on the part of Fagenson, Riley and Klein, below is a chronological look within National Holdings Corp., followed by Mark Klein and Bryant Riley relationship outside of NHLD. Please note the dates in parentheses.
Fagenson, Klein and Riley (also National Securities Growth Partners (NSGP) included all three as partners) relationships with NHLD:
Klein - Security Purchase agreement with NHLD - $100,000 Series C Preferred Stock (July 12, 2010).
Fagenson – Independent Contractor Agreement with National Securities (February 27, 2012)
Fagenson – Transferred Fagenson & Co. brokerage operations to NHLD’s National Securities. (March 1, 2012)
NSGP Security Purchase agreement with NHLD–multi-million Convertible Notes and Convertible Preferred (March 30, 2012)
NSGP members become Directors of NHLD (March 30, 2012)
NSGP – Additional $1 million financing with NHLD (September 5, 2012)
Riley – Additional $1 million with NHLD(September 5, 2012)
Klein and Fagenson become Co-Chairmen of NHLD (September 5, 2012)
Riley resigns as Director of NHLD (October 29, 2012)
Klein becomes CEO of NHLD (January 25, 2013)
Klein resigns as CEO and Co-Chairman of NHLD (December 31, 2014)
Fagenson becomes CEO of NHLD(December 31, 2014)
Klein resigns as Director of NHLD (March 31, 2015)
B. Riley Financial, Inc. executes a Letter of Intent with NHLD to acquire NHLD for $3.25 (November 30, 2015)
--It includes a 1,538,462 newly issued stock subscription and an exclusivity period.
Mark D. Klein:
(note: Alternative Asset Management Acquisition Corp/Great American Group, Inc (GAG) acquired B. Riley entities and changed its name to B. Riley Financial, Inc.)
Alternative Asset Management Acquisition Corp. (AAMAC) (formed January 26, 2007 as blank check company)
Chief Executive Officer, President and a Director of AAMAC, 9.4% owner; 1.9% after IPO; <1% after combination with GAG
Details:
Hanover Group Acquisition Corp (formed January 26, 2007)
Hanover-STC Acquisition Corp. (name change on February 22, 2007)
Alternative Asset Management Acquisition Corp. (name change on July 6, 2007)
Alternative Asset Management Acquisition Corp. ($402 million IPO August 7, 2007)
Agreed to acquire Halcyon Asset Management LLC (March 12, 2008)
Terminate Purchase Agreement with Halcyon Asset Management LLC (June 23, 2008)
Great American Group Inc. (GAG) (formed May 7, 2009 as a subsidiary of Alternative Asset Management Acquisition Corp., surviving entity after combination with Great American Group, LLC)—Klein CEO, President and Director (May 7, 2009)
Combine with private Great American Group, LLC., which was formed on May 7, 2009 (July 31, 2009)
Klein resigned as CEO and President GAG. (July 31, 2009)
Klein on Initial Board of Directors of GAG (July 31, 2009)
Exempt offering of GAG stock to Klein, Riley, et.al. (October 9, 2013)
Great American Group Inc. acquired B. Riley entities and changed name to B. Riley Financial, Inc. (June 18, 2014)
Resigned as Director of B. Riley Financial, Inc. (August 22, 2014)
B. Riley Financial, Inc. acquired MK Capital Advisors, LLC from Klein (February 2, 2015)
Klein hired by B. Riley Financial, Inc. (February 2, 2015)
Note: Mark Klein’s wife works for B. Riley Financial, Inc.
Bryant R. Riley (RILY shares owned—3,983,006- December 2015):
B. Riley Financial, Inc.
Chairman and Chief Executive Officer
Great American Group Inc. (formed May 7, 2009 as a subsidiary of Alternative Asset Management Acquisition Corp., surviving entity after combination with Great American Group, LLC)
Director of Great American Group, Inc. (September 21, 2009)
less than 1% owner after combination; July 31, 2009—89,666 shares
Exempt offering of Great American Group Inc. stock to Klein, Riley, et.al. (October 9, 2013)
Great American Group Inc. acquired B. Riley entities (June 18, 2014)
Became Chief Executive Officer and Chairman of Great American Group, Inc. following the initial closing of the Acquisition (June 2014)
Bryant Riley was a former NHLD board member until October 2012
http://www.sec.gov/Archives/edgar/data/1023844/000143774913016493/nhld20131218_10k.htm
see page 33
Methinks there is something fishy going on...
Interesting up and down action today. Any news? I can't find any. Nothing new on the SEC database other than filing yesterday's disclosures.
that may not be the case ...
i know the LOI make's it confusing,but the wording seem's to be that B.Riley only get's a 30 day period of "exclusivity"..my take on that is that NHLD will not consider any other offer's during that 30 day's,which i think ends on December 30th,not the 31st
perhaps you're right and it does indicate the $3.25 per share cash offer will be accepted,i'm just not sure of it
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have you seen the seeking alpha article about it? i just noticed it
From December 1st so it may be a bit outdated in relationship to today's filing and press release
http://seekingalpha.com/article/3722586-implications-of-unsolicited-offer-to-acquire-national-holdings-corp
LOI--B.Riley to "steal" NHLD from shareholders for $3.25/share.
National Holdings entered into a Letter-of-Intent (LOI) on November 27, 2015 with B. Riley to be acquired by B. Riley for $3.25 per share. We know it is not ethical, but we do not know whether it is legal.
NHLD and B. Riley may quickly be named as defendants in certain shareholder actions challenging this acquisition.
Think about it. If someone were to try to purchase 1.5 million shares of NHLD in the open market, the stock price would skyrocket. The average daily volume of NHLD is so low that there would be no possible way they would be able to get the shares for $3.25 each.
Yet, NHLD management has agreed to allow B. Riley to purchase 1,538,462 newly issued shares of National Holdings stock for $3.25 per share presumably to achieve a majority among buddies.
After B. Riley acquires these extra shares, they (along with the help of their buddies) will have a majority. Then, they will be able to force the other shareholders to sell the rest of NHLD's shares to them for $3.25 each.
Read on...
See Post 165 "Who may be selling NHLD at $4.40?" on March 20, 2015.
See Post 165 "NHLD History and Due Diligence" on March 27, 2015.
See Post 179 "I have a suspicion concerning NHLD merger talks." on April 27, 2015.
http://www.sec.gov/Archives/edgar/data/1023844/000101968715004473/briley_sc13d-ex9901.htm
http://www.sec.gov/Archives/edgar/data/1023844/000101968715004473/briley_sc13d-ex9902.htm
http://www.sec.gov/Archives/edgar/data/1023844/000101968715004473/briley_sc13d-113015.htm
http://www.sec.gov/Archives/edgar/data/1023844/000101968715004473/0001019687-15-004473-index.htm
CONFIDENTIAL
VIA EMAIL
November 27, 2015
The Board of Directors
National Holdings Corporation
410 Park Avenue, 14th Floor
New York, NY 10022
Attention: Robert Fagenson
Executive Chairman
Dear Mr. Fagenson:
B. Riley Financial, Inc. (“B. Riley” or “we”) is pleased to submit this revised letter of intent (“LOI”) explaining the terms under which we are prepared to move forward to execute certain transactions between B. Riley and National. As previously indicated, we see significant strategic and financial value in bringing the two companies together and are prepared to move expeditiously to consummate a transaction on terms attractive to the stockholders of both National and B. Riley.
Having concluded most of our diligence review, we are prepared to provide you with our final and best offer, as follows:
1. Structure - Two Transactions
Following the signing of this LOI, we intend to execute a simple subscription agreement with National, pursuant to which B. Riley or one of its affiliates will purchase 1,538,462 newly issued shares of National capital stock at $3.25 per share, or an aggregate purchase price of $5 million (the “Subscription Transaction”). We anticipate that the parties will sign and close the Subscription Transaction within the next 30 days (the “Subscription Closing Date”). On the Subscription Closing Date, two nominees of B. Riley will be appointed to the National board of directors (the “Board”), one of whom will also be appointed as a member of the Executive Committee of the Board.
In addition, concurrent with the closing of the Subscription Transaction, we anticipate entering into a definitive agreement with National, pursuant to which B. Riley will acquire all of National’s outstanding shares of common stock (other than the shares already owned by B. Riley and its affiliates), with the exact structure of the acquisition to be determined (the “Definitive Transaction”). The purchase price will be $3.25 per share all of which will be paid in shares of B. Riley common stock. This represents more than a 10% premium to today’s closing price of $2.94 per share.
2. Financing
We intend to finance the Subscription Transaction using our cash on hand.
3. Timing and Certainty of Close
We recognize that speed and certainty of closing are important to both National and B. Riley. We are prepared to devote significant time and resources to closing the Subscription Transaction and the Definitive Transaction with National. Upon the signing of this LOI, we are ready to immediately finalize our diligence initiatives as well as the drafting of the definitive agreements. We anticipate conducting a limited confirmatory investigation given our prior exposure to National and intend to focus our efforts on updating our review of legal and regulatory issues and assessing National’s current financial condition.
B. Riley will engage as soon as practicable with the Financial Industry Regulatory Authority (FINRA) in order to set the stage for FINRA’s approval of the transaction.
4. Conditions to Closing
The terms contained in this LOI are based upon the financial and business information currently known to B. Riley. Completion of the Subscription Transaction and the Definitive Transaction are subject to the following conditions:
a) Completion of customary financial, legal and business due diligence;
b) Execution of definitive agreements;
c) Obtaining the necessary approvals from the board of directors and, as to the Definitive Transaction, stockholders of National; and
d) As to the Definitive Transaction, such representations, warranties, conditions, covenants, indemnities and other terms that are customary for transactions of this kind.
5. Go Shop
The definitive agreement for the Definitive Transaction will contain a 30-day go shop.
6. Exclusivity
The exclusivity period shall be for the period from the date hereof until the earlier of (i) 30 days following the date hereof or (ii) the Subscription Closing Date (the “Exclusivity Period”). During the Exclusivity Period, National will not, and will cause its directors, officers, employees, agents, advisors and other representatives not to, directly or indirectly, initiate, solicit, encourage, seek, support or facilitate any inquiries or the making of any proposal or offer by any person with respect to, engage in any negotiations with any person concerning, or provide any information or data to, or otherwise encourage or facilitate any effort or attempt to make or implement, (i) any merger, reorganization, share exchange, consolidation or similar transaction involving National, including any acquisition of or investment in National or any of its subsidiaries, or any acquisition of any capital stock or assets of National or any of its subsidiaries, (ii) any financing or recapitalization involving National or any of its subsidiaries, or (iii) any other transaction that could affect the ability of National to consummate the transactions contemplated hereby (any such transaction described in this paragraph being hereafter referred to as an “Alternative Proposal”).
National agrees to, and to cause its directors, officer, employees, agents, advisors and other representatives to, (i) immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any persons in progress as of the date of this letter with respect to any Alternative Proposal, and (ii) not accept or enter into any agreement, discussions or negotiations concerning any Alternative Proposal during the Exclusivity Period. National will notify B. Riley in writing promptly, and in any event within 24 hours, if any such discussions or negotiations are sought to be initiated with, or if any information is requested from, National.
7. Fees and Expenses
Each party will be responsible for their respective expenses related to the transaction.
8. Confidentiality and No Announcement
This LOI is presented to National on a confidential basis and on the understanding that neither National nor any of its subsidiaries, directors, officers, employees, agents, advisors or other representatives shall make any public announcement (or otherwise disclose any information (except to National’s legal and financial advisors)) relating to this LOI, our discussions or any other information relating hereto or thereto.
9. Binding and Non-Binding Obligations
This LOI does not create legally binding obligations on the part of National or B. Riley, except for Section 6 (Exclusivity), Section 7 (Fees and Expenses), Section 8 (Confidentiality and No Announcement), Section 10 (Governing Law) and this Section 9, each of which shall be binding on the part of National.
2
10. Governing Law
This LOI and any disputes arising hereunder or related hereto will be governed by and construed in accordance with the law of the State of Delaware. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located within the State of Delaware and agree to waive, to the fullest extent permissible by law, any objection to the laying of venue of any suit, action or proceeding arising out of this LOI in any such court.
As we have noted, we are prepared to move very quickly to execute and consummate a transaction with National. To that end, our offer in this LOI expires on 5:00 p.m. Eastern Time on November 30, 2015 and we would appreciate hearing from you by or before that time. We are excited by the possibilities presented by the combination of B. Riley and National. We hope our enthusiasm and seriousness for the transaction are evident in our interactions to date as well as in this LOI.
If the foregoing is acceptable to you, please sign and return a copy of this letter.
Very truly yours,
B. Riley Financial, Inc.
By: /s/ Bryant R. Riley
Bryant R. Riley
Chief Executive Officer
Agreed and accepted:
National Holdings Corporation
By: /s/ RB Fagenson
Name: RB Fagenson
Title: CEO
The aggregate purchase price of the 4,080 Shares owned directly by BPOF is approximately $15,098, excluding brokerage commissions. Such Shares were acquired with the working capital of BPOF.
The aggregate purchase price of the 513,950 Shares owned directly by BRC is approximately $2,475,303, excluding brokerage commissions. Such Shares were acquired with the working capital of BRC.
The aggregate purchase price of the 38,788 Shares owned directly by the Retirement Trust is approximately $160,261, excluding brokerage commissions. Such Shares were acquired with the working capital of the Retirement Trust.
The aggregate purchase price of the 47,296 Shares owned directly by the Antin Trust is approximately $246,691, excluding brokerage commissions. Such Shares were acquired with the working capital of the Antin Trust.
The aggregate purchase price of 513,503 Shares owned by Mr. Klein is approximately $1,587,400, excluding brokerage commissions. Such Shares were acquired with the personal funds of Mr. Klein. The remaining 570,000 Shares beneficially owned by Mr. Klein are issuable upon the exercise of stock options owned directly by Mr. Klein.
National Holdings’ takeover value is $8/share to $14/share.
CB Pharma Acquisition Corp. (CNLM) ("CB") has bid $3.25 per share for National Holdings Corp. However, based on similar transactions, NHLD should be valued between $8 per share and $14 per share as detailed below.
An analysis of NHLD’s worth based on various multiples of NHLD from similar transactions produces the following:
Price-to-Revenue: 0.56 x $184 million = $102.8 million or $8.26 per share
Price-to-Cash Flow*: 12.25 x $8.4 million = $102.9 million or $8.27 per share
Price-to-Net Assets: 3.01 x $58.5 million = $176.1 million or $14.15 per share
Additionally, the tremendous value NHLD brings is based on its 1,100 Independent Advisors. These professionals are expensive to hire. While NHLD is very frugal, it can still take the them six-to-nine months just to break-even on a newly hired Independent Advisor. Potential bidders looking at NHLD’s Investment Advisors know two things:
1) An acquisition is a less expensive way to hire a group of Independent Advisors.
2) NHLD’s Investment Advisors are solid professionals who can perform at a much higher level.
In similar transactions, acquirers have paid $116,000 to $161,000 per Investment Advisor, which would value NHLD at $128.3 to $176.7 million or $10.31 per share to $14.20 per share.
All of these values match the $8 to $14 range calculated in post #203 and clearly shows NHLD’s value is much greater than the $3.25 per share bid by CB.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=118851700
Note: NHLD has no Long-Term Debt, but has the capacity for it. As a result, when we calculate NHLD's value based on its book value (BV) and given that similar transactions have ranged from 4 times BV to 13 times BV, it produces insanely high purchase prices. For instance, just using the lower amount produces the following:
Price-to-Book Value (excluding Goodwill): 4.0 x $58.2 million = $237.7 million or $19.09 per share
* 2013 Net cash provided by operating activities
I meant to say...
Finally, one "dark horse" bidder not mentioned in the article is Ladenburg Thalmann Financial Services Inc. (LTS). While there are potential issues, they are in need of an acquisition in order to continue their top line growth.
I pressed Submit Post before I had read through the entire post.
Two more points:
First:
In my April 18, 2015 post (#173) I said, "The risk is someone will attempt to takeover NHLD before the company has adequate visibility to new shareholders. As a result, the acquiring company may attempt to offer NHLD shareholders a price that is below fair value."
CB Pharma has turned this risk into a reality.
In the post, I also discussed the factors that may have dissuaded a below fair value offer. Well, now these factors can be utilized to prevent a coerced takeover, if necessary.
See the factors here (post #173):
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112872010
Second:
As noted in my October 7, 2015 post (#191), NHLD's Chairman and CEO, Fagenson, is now effectively on a month-to-month contract, and NHLD's President, Mark Goldwasser, will be on a month-to-month contract beginning on February 1, 2016 (a month before his term ends).
See the 8-K here (post #191):
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=117552720
"Implications Of Unsolicited Offer To Acquire National Holdings"
"Implications Of Unsolicited Offer To Acquire National Holdings Corp." was posted on Seeking Alpha today by Transcend Event Driven Research.
It is blatantly obvious the author largely borrowed material from my NHLD posts to write the article. That was smart thinking; however, my only regret is the author did not bother to cite me as a source.
The author's projection of 2016 EBITDA at $3.2 million, however, is an extrapolation of this year's less than stellar numbers and clearly reflect the dangers of trending cash flow numbers that include a one time issue. This EBITDA projection is not only grossly less than the $10 million NHLD achieved in 2014, but also less than 2013's $4 million, and therefore, it does not pass the reasonableness test. This oversight produced a meager long-term stock fair value estimate of $3.90 to $4.50 per share, which is clearly too low.
I am forecasting NHLD's 2016 EBITDA to return closer to the $10 million it generated in 2014 before its alternative products issue.
With that in mind, recent Broker-Dealer transactions have occurred at a 14-plus multiple of EBITDA, which would put an acquisition price at $14 per share.
A "bargain" bid for National Holdings would be $8 based on comments from LPL Financial Holdings' (LPLA) Chairman & Chief Executive Officer, Mark Stephen Cassidy. He said LPLA is "a six times to eight times EBITDA buyer [because] to my mind, repurchase of our shares at an eight times EBITDA multiple is a bargain."
Finally, one "dark horse" bidder not mentioned in the article is Ladenburg Thalmann Financial Services Inc. (LTS). While there are potential issues, they are in need an acquisition in order to continue there top line growth.
You can see "Implications Of Unsolicited Offer To Acquire National Holdings Corp." here:
http://seekingalpha.com/article/3722586-implications-of-unsolicited-offer-to-acquire-national-holdings-corp
Not that unusual with small pharma. I spent a few years in South Florida working with a few start-ups in the pharma field. The principals all wanted to use other people's money and none of their own to back their ventures. Makes it hard to put a credible pitch to other potential investors when the owners have very little skin in the game.
There's no premium in CB-Pharma's offer to NHLD.
Thanks for pointing that out. I was trying to be slightly facetious in my post by quoting CB Pharma's November 25, 2015 press release that included the November 18, 2015 letter to National Holdings' Chairman. It stated, "The offer price in cash represents a 32% premium over the Company's closing price on November 17, 2015. The offer price in stock of CB represents a 42% premium over the Company's closing price on November 17, 2015."
It is such a silly statement on the face of it. NHLD is a low volume stock, and the difference between the bid and the ask can consume most of CB's "premium". At one point during the week prior to the offer, NHLD had a bid-ask spread of more than 20%. That is the reason I put quotes around the word "premium".
<<Weiss and Rosenwald are not strangers to NHLD, and CB’s 32%-42% "premium" offer price is severely lacking.>>
Not sure why previous post was double-posted. Seems to happen every now and then.
My guess is that management either rejects the offer or counters. Yahoo finance has them at BV = $3.68, with $2.08 cash per share. So, unless something has drastically happened since the last quarter report, there is no "premium". A minimum 30% premium would put the price at $4.78+
Thanks. Good insights.
CB-Pharma wants to "buy" NHLD with NHLD's money.
On November 18, 2015, Dr. Lindsay A. Rosenwald, Chairman and CEO of CB Pharma Acquisition Corp. (CB), wrote a confidential letter to NHLD’s Chairman of the Board, Mr. Robert Fagenson. Rosenwald said he and CB’s other Co-Chairman, Mr. Michael S. Weiss, want to buy NHLD for either $3.25 cash or $3.25/3.50 cash/stock combination. Weiss and Rosenwald are not strangers to NHLD, and CB’s 32%-42% "premium" offer price is severely lacking.
In the first quarter of 2015, Opus Point Partners Management, LLC (OPP) paid approximately $4.50 per share to purchased 89,530 shares of NHLD. While OPP usually focuses on investments in publicly-traded biotech and life sciences companies, they had a specific purpose behind the purchase of a small cap investment banking and asset management firm’s stock, and NHLD’s Board of Directors and management were well aware of that reason.
It was not a coincidence that OPP had purchased the NHLD shares shortly after the 2014 year-end NASDAQ listing of CB Pharma Acquisition Corp (CB). CB had been set up and primarily funded by the two OPP partners, Weiss and Rosenwald, “to identify a prospective target business.” However, CB had already identified its target business—NHLD. This fact was disclosed to the public on November 25, 2015 when CB issued its press release regarding its non-binding proposal to acquire NHLD.
Almost five years earlier in October 2010 when NHLD was struggling to survive financially, OPP had led a multi-million dollar equity investment into NHLD that resulted in Weiss becoming NHLD’s Chairman of the Board and OPP owning over 23% of NHLD’s stock. In connection with this investment, NHLD was required to enter into a joint venture with OPP, OPN Holdings, to create a new boutique investment banking business with a strategic priority of building a fully-integrated sector-focused, investment banking and capital markets vertical in healthcare and life sciences. An example of this strategic priority was demonstrated with the Manhattan Pharmaceuticals’ stock offering (now TG Therapeutics) in December 2011 in which Weiss and Rosenwald were significant stockholders.
One-and-a-half years later in March 2012, Fagenson became Chairman and CEO when he agreed to invest in NHLD. In April 2012, he unwound the joint venture at a cost to NHLD and forced Weiss to resign from NHLD’s Board of Directors. Then, Fagenson proceeded to clean up NHLD’s balance sheet so the company would not have to beg for financing from anyone else (see post #166 “NHLD History and Due Diligence”).
In response to CB’s non-binding proposal to acquire NHLD on November 18, 2015, Fagenson simply said, “Our Board of Directors acknowledges receipt of this letter will take up consideration of this non-binding letter in due course." This cold response to a $40 million offer is easy to understand. CB’s offer can be largely paid for with NHLD’s $25 million of cash as well as its $11 million deferred tax asset, and while this year’s Earnings before Interest and Taxes (EBIT) is not close to the $10 million NHLD generated last year, NHLD has the ability to generate that kind of cash flow.
In essence, CB wants to "buy" NHLD with NHLD's own money and with total disregard for NHLD’s ability to generate future cash flow. Weiss and Rosenwald are being opportunistic with respect to NHLD's current stock price, and they may be reminiscing back to the time when NHLD was struggling for financial survival, which is clearly wrong.
Today, NHLD has no debt, plenty of cash, a substantial deferred tax asset, and the ability to generate a multiple of its market capitalization in EBIT over the next several years. Given these factors and the low interest rate environment, it is clear that CB’s proposal is severely lacking and should be rejected.
See the press releases issued by NHLD and CB:
http://globenewswire.com/news-release/2015/11/25/790335/10157287/en/CB-Pharma-Acquisition-Corp-CB-Announces-Non-Binding-Offer-to-Acquire-National-Holdings-Corporation-NHLD.html
http://www.businesswire.com/news/home/20151125005497/en/National-Holdings-Corporation-Responds-Letter-CB-Pharma
About 7 months late on that, but you were right. I think they had an earlier chance in April/May'14 to be acquired around $6, but blew it.
NHLD added to ValueLine's Small Cap Investor Survey.
On September 23, 2015, Value Line added National Holding's Corp. to its Small Cap Investor Survey, which is Value Line's universe of approximately 1,800 companies with market values under $5 billion.
The report on NHLD shows annual financial data for NHLD from 2007 through 2014, and quarterly financial data through June 30, 2015 as well as stock price movements from 2007 to the present. NHLD's price was $3.20 at the time the report was printed.
Value Line ranks NHLD as follows:
Performance: 3 Average
Technical: 2 Above Average
Safety: 4 Below Average
NHLD has announced it is accelerating its fiscal year-end closed for 2015 to early December. This is a substantial improvement from the last few years when NHLD had released its fiscal year-end report at the end of December.
National Holdings Company added the Russell Microcap Index.
When Russell Investments reconstituted its Russell Microcap Index last June 26, 2015, it added NHLD. For some strange reason neither Ed McGregor nor NHLD's management issued the recommended press release announcing this fact last summer.
You may recall that NHLD hired Ed McGregor of LHA as NHLD's “investor relations advisor” last spring. He replaced Nick Rust of Prosek Partners.
http://www.russell.com/indexes/emea/tools-resources/reconstitution/additions-deletions.page#indexes
NHLD must NOT have an earnings blackout period.
As long as a company's financial statements are current with regulators, the company usually isn't legally obligated to impose a blackout period, which is a period when corporate insiders are not allowed to buy or sell the company's stock.
Blackout periods are set by company policy, so there is no hard and fast rule, but it often covers the period from a few days prior to the end of the fiscal quarter through a day or two after the quarterly earnings announcement. It's meant to prevent corporate insiders from unfairly benefiting -- intentionally or inadvertently -- from trades in the stock market.
NHLD's fiscal year ended September 30th, and it has not released its fiscal year earnings.
However, last Friday and Monday, NHLD's CEO, Fagenson, and its new Executive Vice President of Finance, Worman, each purchased a couple thousand shares of NHLD stock during what would normally be considered a blackout period.
Why would Fagenson and Worman take the risk for so few shares?
http://www.sec.gov/Archives/edgar/data/1023844/000143774915018320/xslF345X03/rdgdoc.xml
http://www.sec.gov/Archives/edgar/data/1023844/000143774915018319/xslF345X03/rdgdoc.xml
If NHLD had a company policy specifying a blackout period, here is what could happen:
If a corporate official violates a company's blackout period, his future with the company could be in jeopardy. In 2012, two members of the board of directors at Green Mountain Coffee Roasters sold shares of the company during a blackout period. The officials sold shares because of a pre-existing broker agreement, but the transaction coincided with the blackout period. The executives lost some pay and they were removed from their posts and were shifted into less prominent roles on the board, according to a 2012 article in "The Wall Street Journal."
NHLD CEO (Fagenson) and President (Goldwasser) are out!
http://www.sec.gov/Archives/edgar/data/1023844/000143774915018168/nhld20151006_8k.htm
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 1, 2015, the Board of Directors of National Holdings Corporation (the “Company”) approved a third amendment (the “Fagenson Amendment”) to Robert B. Fagenson’s Co-Executive Chairman Compensation Plan, dated June 7, 2013, as amended (the “Fagenson Agreement”). Pursuant to the Fagenson Amendment, among other things, the term of the Fagenson Agreement will end on December 31, 2015, following which the term of the Fagenson Agreement may be extended for successive 30 day periods on the terms set forth therein. Mr. Fagenson’s base salary during the term of his Agreement shall be at the rate of $120,000 per year. 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.
On October 1, 2015, the Board of Directors of the Company approved an amendment (the “Goldwasser Amendment”) to Mark Goldwasser’s Employment Agreement, dated as of July 1, 2008, as amended (the “Goldwasser Agreement”). Pursuant to the Goldwasser Amendment, among other things, the term of the Goldwasser Agreement will end on March 31, 2015, following which the term of the Goldwasser Agreement may be extended for successive 30 day periods on the terms set forth therein. The Goldwasser Amendment does not alter any of the other material terms of the Goldwasser Agreement (including terms relating to the $400,000 severance). The foregoing summary of the Goldwasser Amendment is qualified in its entirety by reference to the full text of the Goldwasser Amendment, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
Amazing. PPS keeps getting lower and the PE makes it look like Chinese stock where no one believes the accounting.
Would be nice if Abbe and Silverman would become shareholder activist board members. Seems like they are the only two looking out for our interests.
Abbe, Silverman and stockholders resist NHLD’s dilution Proposal.
NHLD’s Investor Directors (Abbe and Silverman) have been excluded from NHLD compensation committee membership since they joined NHLD’s Board of Directors over a year ago. This has been very frustrating for them.
On the recommendation of NHLD’s Compensation Committee, its full Board of Directors tried to further dilute NHLD’s existing stockholders, even though Abbe and Silverman voted in the minority against the recommended dilution Proposal.
This Proposal (Proposal 2) and three other Proposals were voted on by stockholders at NHLD’s 2015 Annual Shareholders Meeting on August 18, 2015. Proposal 2, which would have authorized an additional 350,000 shares of dilution for management compensation, was voted down by the shareholders.
In May 2015, Abbe and Silverman had been aggravated when NHLD’s Compensation Committee recommended Glenn Worman’s 180,000 employee stock option package to NHLD’s full Board of Directors. The stock option package passed the full Board with Abbe and Silverman relegated to the minority vote against it.
The “no vote” on Proposal 2 represents a minor victory for Abbe and Silverman, as well as NHLD’s other existing stockholders. The Chairman and CEO of NHLD as well as most of its Board of Directors are clearly out of touch with its stockholders, but this “no vote” on Proposal 2 should send a firm message to NHLD’s Chairman and CEO, Fagenson. He should to listen closely to Abbe and Silverman or leave the Company. The stockholders do not want Fagenson to use cash from NHLD’s new stock repurchase plan to offset new dilution cause by management issuing stock options to themselves.
NHLD's last Board of Directors meeting was combative.
There is no love lost between Fagenson (Chairman and CEO) and NHLD’s Investor Directors (Abbe and Silverman). Fagenson does not believe Abbe and Silverman are qualified to criticize his decisions and will block any attempt by them to influence NHLD's Board of Directors. Abbe's and Silverman's repeated attempts to have an effect on NHLD's Board decisions have been weakened by Fagenson’s backroom discussions with board members.
Abbe and Silverman have become more confrontational as Fagenson has failed maximize value for stockholders over the last 18 months. The frustration is clear from both sides, but there has been some belated movement to maximize value for NHLD stockholders as a standalone entity. NHLD’s Board of Directors authorized the repurchase of up to $2 million of NHLD’s common stock, and the Board will probably institute a dividend payout as NHLD becomes more cash positive.
Abbe and Silverman also raised their concerns regarding NHLD’s lack of concrete plans to seize any M&A opportunity as Fagenson has continued to drag his feet. However, even on this front there may be some movement. Fagenson’s public admission that he would be pleased to see a premium bidder come in to maximize shareholder value is just talk at this point, but Abbe and Silverman can use this statement to move the rest of the Board of Directors in the right direction.
The Annual Meeting of Stockholders on Tuesday, August 18, 2015, should be a cordial event.
NHLD: "Undervalued FinancialServices Company With Numerous Catalysts For Upside"
See Article:
http://seekingalpha.com/article/3373155-national-holdings-an-undervalued-financial-services-company-with-numerous-catalysts-for-upside
NHLD: "Cash-Heavy, Equity-Rich Company Trading At Incredible Value"
"With 5 operating divisions and impressive growth in 2014, National Holdings is in tremendous financial shape, but priced for bankruptcy..."
Some of the Potential Catalysts listed are Second Quarter Earnings, Takeover Potential, Merger or Company Purchase, and More Coverage in the investment world.
"...With upside to fair value exceeding 100% and further upside potential through unlocking its cash holdings, this is one way to gain exposure to interest rate increases while awaiting the investment to begin to appreciate to the value it deserves."
See Article:
http://seekingalpha.com/article/3369605-national-holdings-cash-heavy-equity-rich-company-trading-at-incredible-value
A 97% increase in NHLD's dollar amount placed during its fiscal third quarter ended June 30, 2015, according to the Investment Banking League Table.
__________#________2014__#________2015
Fiscal 1Q__2__$28,357,332__3__$12,796,677__-55%
Fiscal 2Q__3__$85,978,250__4__$22,087,024__-74%
Fiscal 3Q__3__$27,135,250__3__$52,500,993__93%
Fiscal 4Q__2__$2,953,720
This is indicative of a return to growth after two sub-par quarters and should help NHLD's bottom line when it reports its results for the June 30th quarter in mid-August 2015.
Looking ahead to Fiscal 4th quarter, the investment banking league table shows an easy comparison to last year's fiscal 4Q. In any case, NHLD still has a long way to go to catch up with its stated competition in this area--H.C. Wainwright & Co., Roth Capital Partners, Maxim Group, and Aegis Capital Corporation (see the link to the latest league tables).
http://globenewswire.com/news-release/2015/07/08/750666/0/en/PlacementTracker-Publishes-First-Half-2015-PIPE-Market-League-Tables.html
Interesting, you could be on to something. Like this company, similar to LTS (laden burg) and like the growth. What are your thoughts on the slow growth at beginning of the year? I felt it was a cop out to blame the cold weather ect.
Transcript of earning conf call http://seekingalpha.com/article/3192746-national-holdings-corporation-nhld-ceo-robert-fagenson-on-q2-2015-results-earnings-call-transcript?part=single
Towards the end there is discussion of why they did not go to any road shows in the past corner - basically, seeing earnings as not that great and not having crafted a compelling message for institutional investors. Apparently, that is in the works.
NHLD should release earnings today after the close of the market. We will see if they are as bad as the market is expecting.
As you know NHLD has not announced a road show. I thought it was because of a potential takeover, but NHLD must have just hired an Executive VP-Finance--Glenn Worman, who had been ICAP's Treasurer. We know this because NHLD just awarded him stock options equal to one-and-a-half percent of the company (180,000). That is more than Fagenson's post-split 150,000 option award in 2013. How ridiculous.
https://www.sec.gov/Archives/edgar/data/1023844/000143774915009772/xslF345X03/rdgdoc.xml
Worman may help with any potential merger, but why would a company hire this guy if a merger is imminent. I guess a merger may not be in NHLD's immediate future.
You may remember this mealy mouth response from Fagenson regarding stock option awards from the 1Q2015 Conference call.
Question:
I do have one more question, and it has to do with potential dilution. I know from your filings that back in June of 2013, 7.2 million stock options were awarded to you and to the former CEO. I think most of that went to the former CEO, and this, of course, is dilutive to the existing holders, and as the prices—as the price of the stock continues to increase, you will have that dilution that will show in the bottom line.
The question that I have is, do you have any plans to award any large number of stock options to senior management going forward?
Robert Fagenson Answer:
As we sit here today to be honest, we've not discussed it at all. So, the honest answer to that question is no, we don't have any plans. Am I telling you that might not change? Of course, it might change. If we decide to go out of attract other executives to the company, I'm sure that we’d have to offer options packages to induce them to come to visit us—to work with us rather, because we are not a company that historically has paid huge management salaries. So that having been said, all I can tell you is the complete answer at this point is no, we have no plans, but obviously that's subject to change, and beyond that, I really don't want to speculate because I don't want to box myself into corner where we found someone attractive that we wanted to induce to join the company, and then have made a commitment not to give any options out because that would not be a good place to put us, should that arise. But as we sit here today, no, we have not planned to make any significant options grants to senior management.
I would tend to agree based on last year's lead up to a possible sale.
I have a suspicion concerning NHLD merger talks.
It is my guess that NHLD is close to announcing a deal to be acquired. It is based on NHLD's decision not to give presentations during March or April, and my understanding of Riley, Fagenson, and Klein (if you don't remember who they are, then please see post #166).
Here are some key facts and dates:
1. On April 4, 2012, NHLD announced Riley, Fagenson, and Klein had become NHLD Board members.
http://www.nhldcorp.com/press/article/2012/national-holdings-signs-10-million-financing-agreement-repays-debt-and-announces-new-chairman-and-board-members.aspx
2. Effective October 29, 2012, Riley resigned as NHLD Board member.
https://www.sec.gov/Archives/edgar/data/1023844/000143774912010828/nhc_8k-102612.htm
3. Effective December 31, 2014, Klein resigned as NHLD CEO (and resigned as Board member effective March 2015).
https://www.sec.gov/Archives/edgar/data/1023844/000143774912010828/nhc_8k-102612.htm
4. Effective February 2, 2015, Riley hired Klein (without a title) via B. Riley's MK Capital Advisors acquisition. Note: Mark Klein's wife, Debra Klein, is also an employee of B. Riley.
http://ir.brileyfin.com/releasedetail.cfm?ReleaseID=894136
https://www.sec.gov/Archives/edgar/data/1464790/000161577415000780/s100988_s1a.htm
**************
5. During the first Quarter 2014, NHLD had merger discussions. NHLD said, "As we noted in our recent proxy statement, we were approached in the past and as recently as the first quarter of 2014, we were involved in merger discussions that our board deemed attractive as it was in line with recent precedent transactions in our industry and was serious enough to pursue. Ultimately, because of internal restrictions of the side of the buyer a deal was not consummated." My guess is the buyer's internal restriction may have been the wife of Klein (NHLD's CEO at the time) worked for the buyer.
https://www.sec.gov/Archives/edgar/data/1023844/000143774914009085/nhld20140514_defa14a.htm
6. On May 21, 2014, NHLD presented to B. Riley 15th Annual Conference. NHLD's proxy statement said, "We are also meeting with shareholders, sharing directly our goals and long-term strategic vision. This is not a one-way conversation as we are soliciting feedback from all our shareholders and will continue to do so. As part of this effort, we will be presenting at the upcoming 15th Annual B. Riley Investor Conference in Santa Monica, California next Wednesday, May 21st. A press release will be issued in the coming days to provide additional details about our participation. As you know B. Riley has had a strong record of convening microcap and growth-oriented investors and we will have the opportunity to meet with many of them. This forum will include a group presentation and one-on-one meetings with investors."
http://www.nhldcorp.com/investors.aspx
7. On February 23, 2015, NHLD said it would give presentations to investors in "late March to April" of 2015.
http://seekingalpha.com/article/2942446-national-holdings-nhld-ceo-robert-fagenson-on-q1-2015-results-earnings-call-transcript (Also, see post #159)
8. As of April 13, 2015, NHLD was not in B. Riley's "CONFIRMED PRESENTING COMPANIES" list for its 16th Annual Investor Conference on May 12-14, 2015 nor has NHLD announced any other planned presentations.
http://ir.brileyfin.com/releasedetail.cfm?ReleaseID=906509
9. There are other indications, which had been summarized in post #171:
"NHLD's silence is curious.
NHLD was supposed to have announced its road show by now, but it has not. We know some of the directors/shareholders believe that NHLD could "achieve maximum value for stockholders through a sale of the Company," and that a "critical M&A window of opportunity will not be perpetual."
Is NHLD in a quiet period?
Furthermore, why did NHLD amend its CFO's employment contract last week?
Many companies take care of key employees when acquired. Alan B. Levin's (NHLD CFO) contract is usually reviewed annually in July, but NHLD amended his contract on March 30, 2015, a few months before its review date. Levin's severance was increased from six months to a year, and if the his CFO duties are diminished after a takeover, he can elect to terminate his own employment for good reason and receive the one-year severance.
It is all very curious. Perhaps, NHLD will make an announcement soon.
As noted earlier, these 14 factors that make NHLD an attractive acquisition target:
Small company size…NHLD's market capitalization is slightly over $50 million
Ignored by Wall Street…NHLD has no analysts who follow it
Low Valuation…NHLD's Price-to-Book is close to 1
Low Price-Earnings…NHLD's Price-Earnings Ratio is less than 3 (adjusted is around 10)
Inside Ownership…NHLD's insiders own 28% of common stock
Clean Capital Structure…NHLD has no Debt
Cash on Balance Sheet…NHLD has $22 million ($1.75 per
share)
Low Enterprise Value…NHLD's EV = $28 million ($2.50 per share)
Deferred Tax Asset…NHLD's net Deferred Tax Asset = $11.8 million
Expandable Margins…NHLD margins could be expanded and overhead
eliminated
Solid Distribution Network…Fagenson said “the strength of distribution network is something that we feel that many in the investment community don’t adequately understand.”
CEO retirement is imminent…Fagenson is 66 and he does “not intend to spend my 70th birthday here.”
Known Litigation Risk/Threats…NHLD has reserved probable and estimable risks of $0.7 million
Alan B. Levin's Background Reference Data:
https://www.sec.gov/Archives/edgar/data/1023844/000143774915006855/ex10-2.htm
https://www.sec.gov/Archives/edgar/data/1023844/000114420408038177/v118754_ex10-38.htm
Alan B. Levin's:
(b) Duties of Executive.
Old:
During the Term of Employment, the Executive shall be employed and serve as the Chief Financial Officer and Chief Accounting Officer, and shall have such duties typically associated with such title and shall exercise such power and authority as may from time to time be delegated to him by the President.
New:
“During the Term of Employment, the Executive shall have such financial duties, titles, power and authority as maybe delegated to him, from time to time, by the Company’s Chief Executive Officer. At present, such duties, titles, power and authority shall encompass being employed and serving as the Chief Financial Officer and Chief Accounting Officer.”
6 (i) Change in Control of the Company.
Old:
If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the six (6) month period immediately following the Change in Control of the Company, then the Executive shall be entitled to the same payments and benefits as provided in Section 6(e) above for a termination due to the Executive’s Termination Without Cause.
New:
If the Executive elects to terminate his employment for Good Reason during the thirty (30) day period immediately following the Change in Control of the Company, then the Executive shall be entitled to the same payments and benefits as provided in Section 6(e) above for a termination due to the Executive’s Termination Without Cause. Notwithstanding the foregoing, for purposes of this Paragraph only, the definition of Good Reason contained in Paragraph 1(q)(i) relating to a material diminution in such position, authority, duties or responsibilities after the date of the Change in Control, shall be determined based on the Executive’s position, authority, duties, and responsibilities as of immediately prior to the Change of Control of the Company.”
1 (t) “Severance Amount”
Old:
“Severance Amount” shall mean 50% of the Executive’s annual Base Salary.
New:
“50%” is hereby deleted and substituted in its place by “100%”
1 (u) “Severance Term”
Old:
(u) “Severance Term” shall mean the six (6) month period following the Termination Date.
New:
“six (6)” is hereby deleted and substituted in its place by “twelve (12)”.
Relevant Referenced Sections:
(f) Termination by Executive for Good Reason. The Executive may terminate the Term of Employment for Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty (30) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Executive’s termination shall be effective upon the date immediately following the expiration of the thirty (30) day notice period, and the Executive shall be entitled to the same payments and benefits as provided in Section 6(e) above for a termination due to the Executive’s Termination Without Cause.
(e) Termination Without Cause. The Company may terminate the Term of Employment at any time without Cause, by written notice to the Executive. In the event that the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability), the Executive shall be entitled to:
(i) the Accrued Obligations, payable as soon as practicable following the Termination Date;
(ii) the Severance Amount, payable in equal monthly installments during the Severance Term;
(iii) continuation of the health benefits provided to the Executive and his covered dependents under the Company health plans as in effect from time to time after the date of such termination with the Company paying all premiums relating thereto until the earlier of: (A) twelve (12) months following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and
(iv) any options granted to Executive to purchase the Company’s common stock prior to or after the date of this Agreement shall immediately vest and be exercisable for a period of six (6) months from the date of the termination; provided, however, such period of six (6) months shall not exceed the earlier of the latest date upon which such options could have expired by their original terms under any circumstances.
(f) “Change in Control of the Company” shall mean:
(i) consummation of a reorganization, merger or consolidation, sale, disposition of all or substantially all of the assets or stock of the Company or any other similar corporate event (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the voting securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); or (ii) approval by the Board of Directors of the Company of a complete dissolution or liquidation of the Company; or (iii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes, after the Commencement Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board of Directors of the Company."[color=red][/color]
You're welcome, but I'm not going to runaway fast. At this point I can still wait and watch, even if I lighten the load some. The financial sector in general still has a lot of potential and so may NHLD. Also, still following/owning a small, rebounding community bank - FSWA.
Thanks illegal-alias.
Your contributions to the NHLD board have been a constant since August 13, 2013, which was the day of your first post to the NHLD board. NHLD closed at a post-split price of $3.00 on that day. It is hard to believe the stock is only at 3.47 today. Regardless of whether or not you sell your remaining shares, it will be interesting to watch NHLD's future stock performance.
Thanks. I would agree on the buyout idea as there was talk about this a little over a year ago about not realizing full value for shareholders when the PPs hit .60 pre-split. I've taken some profits and was wondering about cashing out since my post-split adjusted price averages between 2.80 and 3.00. I guess I'll move on to the next value play.
NHLD did not eliminate its most profitable business, according to its CEO
Read the last sentence of this quote from a corrected version of the 1Q2015 Earnings Call transcript. The CEO says he expects sales of its alternative products offerings to rebound.
"As disclosed in our earning release last week, October was a very good month financially; however on October 29th one of our major issuer of alternative investment products made a series of announcements that introduced questions about their accounting practices. Accordingly in November, we immediately suspended the availability of the issuer’s products on our platform, which actions negatively affected revenue and net income for the quarter. We believe this decision and action to suspend availability of these products made in the best interest of our customers, our retail branch network as well as our shareholders was a correct decision for us to make. Looking forward we remain hopeful that with the additional information that's now available regarding the issuer and the resumption of availability of a certain select group of their products together with a much expanded array of alternative products that are now being offered throughout our network, that we will see sales of alternatives rebound in our current successive quarters to access for 2015."
Also, while litigation is a risk, it was also addressed. Specifically, "NHLD followed accounting literature (as weak as it is) when it accrued the probable and reasonably estimable amount of less than a million dollars. NHLD also beefed up its 1Q2015 10-Q litigation language to be consistent with other parts of its recent 10-K, which were already incorporated into the 10-Q anyway."
Does this sound reasonable?
Illegal_alias said
"Do you think the lawsuits are dragging the price down?"
I think the problem is two fold:
1) The company got rid of its most profitable business. How much money can they actually earn now? I am now sure anyone knows, but based on Dec 2014 quarter it is not a lot. I think that puts them into a mode where they get revalued against unknown future earnings.
2) They have more lawsuits now than before and that does represent some risk.
I chose to sell out and take a loss. I will wait for another earnings release and let's see if they are reasonably valued against the new earnings.
I do believe this ends up with a buyout, and management is finally onboard about that.
Is NHLD stock undervalued?
NHLD's current share price probably offers a substantial value to shareholders. NHLD has positive free cash flow, and on a per share basis, NHLD has almost $2 of cash plus $1 worth of deferred tax assets on its Balance sheet, and it has no debt or preferred stock. When also considering NHLD's risks, NHLD's intrinsic value is probably substantially above Friday's closing share price of $3.31 and its 52-week high of $6.00.
Even though NHLD has promised a road show, they have not announced it. If NHLD makes a road show announcement soon, it will increase NHLD's visibility to new potential shareholders. If no announcement is forthcoming, it can be assumed NHLD is in merger negotiations. We should know one way or another soon.
The risk is someone will attempt to takeover NHLD before the company has adequate visibility to new shareholders. As a result, the acquiring company may attempt to offer NHLD shareholders a price that is below fair value.
There are three factors that may prevent a below fair value offer for NHLD are:
1. NHLD may begin a road show soon to increase the company's visibility, which would result in stock price closer to fair value.
2. NHLD's Insider ownership is high (approximately 20%, excluding Klein's 8%). "Accordingly, these individuals and entities will be able to significantly influence most, if not all, of our corporate actions, including the election of directors, the appointment of officers, and potential merger or acquisition transactions."--10-K
3. NHLD's 10-K preferred stock language was deleted. Deleted phrase: "We have no current plans to issue any preferred stock in the next 12 months, although the issuance of preferred stock may be necessary in order to raise additional capital." A preferred stock issuance could be used to protect current common shareholders against an unwanted sub-par takeover.
While short-term movements in stocks are impossible to know, it appears NHLD has substantial support at this level and may get a well-deserved bounce next week.
We will see.
Any more thoughts on the increased decline in share price?
NHLD's silence is curious.
NHLD was supposed to have announced its road show by now, but it has not. We know some of the directors/shareholders believe that NHLD could "achieve maximum value for stockholders through a sale of the Company," and that a "critical M&A window of opportunity will not be perpetual."
Is NHLD in a quiet period?
Furthermore, why did NHLD amend its CFO's employment contract last week?
Many companies take care of key employees when acquired. Alan B. Levin's (NHLD CFO) contract is usually reviewed annually in July, but NHLD amended his contract on March 30, 2015, a few months before its review date. Levin's severance was increased from six months to a year, and if the his CFO duties are diminished after a takeover, he can elect to terminate his own employment for good reason and receive the one-year severance.
It is all very curious. Perhaps, NHLD will make an announcement soon.
As noted earlier, these 14 factors that make NHLD an attractive acquisition target:
Small company size…NHLD's market capitalization is slightly over $50 million
Ignored by Wall Street…NHLD has no analysts who follow it
Low Valuation…NHLD's Price-to-Book is close to 1
Low Price-Earnings…NHLD's Price-Earnings Ratio is less than 3 (adjusted is around 10)
Inside Ownership…NHLD's insiders own 28% of common stock
Clean Capital Structure…NHLD has no Debt
Cash on Balance Sheet…NHLD has $22 million ($1.75 per
share)
Low Enterprise Value…NHLD's EV = $28 million ($2.50 per share)
Deferred Tax Asset…NHLD's net Deferred Tax Asset = $11.8 million
Expandable Margins…NHLD margins could be expanded and overhead
eliminated
Solid Distribution Network…Fagenson said “the strength of distribution network is something that we feel that many in the investment community don’t adequately understand.”
CEO retirement is imminent…Fagenson is 66 and he does “not intend to spend my 70th birthday here.”
Known Litigation Risk/Threats…NHLD has reserved probable and estimable risks of $0.7 million
Alan B. Levin's Background Reference Data:
https://www.sec.gov/Archives/edgar/data/1023844/000143774915006855/ex10-2.htm
https://www.sec.gov/Archives/edgar/data/1023844/000114420408038177/v118754_ex10-38.htm
Alan B. Levin's:
(b) Duties of Executive.
Old:
During the Term of Employment, the Executive shall be employed and serve as the Chief Financial Officer and Chief Accounting Officer, and shall have such duties typically associated with such title and shall exercise such power and authority as may from time to time be delegated to him by the President.
New:
“During the Term of Employment, the Executive shall have such financial duties, titles, power and authority as maybe delegated to him, from time to time, by the Company’s Chief Executive Officer. At present, such duties, titles, power and authority shall encompass being employed and serving as the Chief Financial Officer and Chief Accounting Officer.”
6 (i) Change in Control of the Company.
Old:
If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the six (6) month period immediately following the Change in Control of the Company, then the Executive shall be entitled to the same payments and benefits as provided in Section 6(e) above for a termination due to the Executive’s Termination Without Cause.
New:
If the Executive elects to terminate his employment for Good Reason during the thirty (30) day period immediately following the Change in Control of the Company, then the Executive shall be entitled to the same payments and benefits as provided in Section 6(e) above for a termination due to the Executive’s Termination Without Cause. Notwithstanding the foregoing, for purposes of this Paragraph only, the definition of Good Reason contained in Paragraph 1(q)(i) relating to a material diminution in such position, authority, duties or responsibilities after the date of the Change in Control, shall be determined based on the Executive’s position, authority, duties, and responsibilities as of immediately prior to the Change of Control of the Company.”
1 (t) “Severance Amount”
Old:
“Severance Amount” shall mean 50% of the Executive’s annual Base Salary.
New:
“50%” is hereby deleted and substituted in its place by “100%”
1 (u) “Severance Term”
Old:
(u) “Severance Term” shall mean the six (6) month period following the Termination Date.
New:
“six (6)” is hereby deleted and substituted in its place by “twelve (12)”.
Relevant Referenced Sections:
(f) Termination by Executive for Good Reason. The Executive may terminate the Term of Employment for Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty (30) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Executive’s termination shall be effective upon the date immediately following the expiration of the thirty (30) day notice period, and the Executive shall be entitled to the same payments and benefits as provided in Section 6(e) above for a termination due to the Executive’s Termination Without Cause.
(e) Termination Without Cause. The Company may terminate the Term of Employment at any time without Cause, by written notice to the Executive. In the event that the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability), the Executive shall be entitled to:
(i) the Accrued Obligations, payable as soon as practicable following the Termination Date;
(ii) the Severance Amount, payable in equal monthly installments during the Severance Term;
(iii) continuation of the health benefits provided to the Executive and his covered dependents under the Company health plans as in effect from time to time after the date of such termination with the Company paying all premiums relating thereto until the earlier of: (A) twelve (12) months following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and
(iv) any options granted to Executive to purchase the Company’s common stock prior to or after the date of this Agreement shall immediately vest and be exercisable for a period of six (6) months from the date of the termination; provided, however, such period of six (6) months shall not exceed the earlier of the latest date upon which such options could have expired by their original terms under any circumstances.
(f) “Change in Control of the Company” shall mean:
(i) consummation of a reorganization, merger or consolidation, sale, disposition of all or substantially all of the assets or stock of the Company or any other similar corporate event (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the voting securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); or (ii) approval by the Board of Directors of the Company of a complete dissolution or liquidation of the Company; or (iii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes, after the Commencement Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board of Directors of the Company.
Why did NHLD price decline below $4.00?
Is it a short-term fluctuation?
On NHLD's February 23, 2015 1Q2015 earnings call, the CEO, Fagenson, said, "the Company has not heretofore issued guidance, and we have in the recent weeks decided that when information such as that becomes more currently available, that we’re going to try and provide that type of information to the street, which we’ve never done before on a selective basis."
March quarter-end has passed, and NHLD has not said anything. The assumption is this stock price fluctuation has been caused by short-term factors. Perhaps, 1. Buyers who purchased shares expecting a pop are now selling. 2. Short-sellers who can now short NHLD are now shorting NHLD stock, and trying to entice others to sell (March 13, 2015 NHLD short interest was 5,545 shares; April 10, 2015 is the next short interest dissemination date).
The $22 million pending and threatened litigation amount and the alternative products issue were both made public on February 17, 2015, which was well before the price decline. The pending and threatened litigation amount has fluctuated by five or six million dollars in other quarters. NHLD followed accounting literature (as weak as it is) when it accrued the probable and reasonably estimable amount of less than a million dollars. NHLD also beefed up its 1Q2015 10-Q litigation language to be consistent with other parts of its recent 10-K, which were already incorporated into the 10-Q anyway.
Regarding the alternative investment products issue, NHLD was clear on its February 23, 2015 1Q2015 earnings call when Fagenson said, "While we're able to maintain our top-line revenue levels, operating income declined and was impacted by our lower marginal revenue mix which was due in large part to decline in alternative investment product sales. As disclosed in our earning release last week, October was a very good month financially; however on October 29th one of our major issues of alternative investment products made a series of announcements that introduced questions about their accounting practices.
"Accordingly in November, we immediately suspended the availability of the issues products on our platform which actions negatively affected revenue and net income for the quarter. We believe this decision and action to suspend availability of these products made in the best interest of our customers, our retail branch network as well as our shareholders was a correct decision for us to make.
"Looking forward we remain hopeful that with the additional information that's now available regarding the issue and the redemption of availability of a certain select group of their products together with a much expanded array of alternative products that are now being offered throughout our network, that we will see sales of alternatives rebound in our current successive quarters to access for 2015."
One curious bit of silence from NHLD is regarding its planned "non-dealer road show" to its "targeted list of obvious small cap institutions...family offices and...other retail networks." NHLD's president, Goldwasser, said NHLD would start the road show in late March or April after its up-listing to NASDAQ.
Maybe, NHLD will make an announcement soon.
Do you think the lawsuits are dragging the price down? NHLD has had significant price decline since last year when they hit .60 ($6 at post-split prices).
Thank you for the great summary glass.
I would like to see you address the extra lawsuits that were just added. It looks like legal exposure has climbed another $6M in just one quarter. They apparently did some bad deals and are getting sued for it, and the total exposure is now around $22M by your summary. What's the merit of those cases?
In addition, to support a move to NASDAQ, didn't they get rid of at least one of their most profitable businesses? That's why the Dec 2014 earnings are substantially lower than any recent quarter. That raises the question what are their sustainable earnings moving forward.
Thanks for the concise and informative synopsis.
NHLD History and Due Diligence
NHLD is down 8% Year-to-Date in 2015 and closed at $4.15 per share today. Last year when NHLD was selling in the $5.00 range, Iroquois Master Fund Ltd. said, “we continue to believe that NHLD’s current market price does not fully reflect the Company’s intrinsic value.”
Here is NHLD’s history and prospects (using post-split numbers):
After hitting a post-split adjusted high stock price of over $100 in 2000, NHLD suffered in the aftermath of the contraction that resulted from the dot-com bubble. Again, in 2008, NHLD stock price fell from $26 to $3 in the aftermath of the housing bubble. It has almost gone bankrupt many times. “Old” management had issued a ridiculous amount of convertible debt and convertible preferred stock in order to prevent bankruptcy, however, the onerous capital structure ensured NHLD’s common stockholders would not benefit.
In March 2012, Klein, Fagenson and Riley, together as National Securities Growth Partners, LLC (“NSGP”), had become material owners of convertible debt. In July 2012/September 2012, NSGP provided additional convertible debt funding.
As a result, Klein and Fagenson became Co-Chairmen of NHLD’s Board. Riley was also elected to the Board of NHLD, but resigned in October 2012. As of September 30, 2012, NSGP owned 30% of the NHLD, and Officers and Directors owned 39% (50% fully-diluted).
In essence, Fagenson and Klein came in as substantial owners of convertible debt and could control NHLD’s future because NHLD was essentially a bankrupt company. Both Klein and Fagenson were elected co-chairmen of NHLD, and then they eliminated all of NHLD's outstanding debt and preferred stock by issuing millions of common shares. While it sounds heroic, the dilution experienced by the existing shareholders was tantamount to bankruptcy because each shareholder's ownership percentage was reduced dramatically. While NHLD had already increased its outstanding common stock in 2012 to almost 2.7 million from 0.5 million in 2006, Fagenson and Klein continued to increase NHLD common stock to 12.5 million shares, while in the process becoming substantial owners of NHLD.
Here are the details:
In January 2013, NHLD issued almost 3.0 million common shares for $3.00 per share in a private placement to a “new” investor group and almost 2.0 million common shares for $5.00 per share to retire convertible debt and convertible preferred stock. Additionally, 1.4 million shares were issued to retire preferred stock warrants. As a result, NHLD had eliminated almost all of its debt. While NSGP’s (Klein, Fagenson and Riley) ownership had been diluted to 20%, NHLD was no longer threatened with bankruptcy. Also, Klein became CEO in January 2013.
In August 2013, NHLD issued 1.0 million common shares for $3.00 per share in another private placement. In October 2013, NHLD issued another 2.3 million common shares to buy Gilman Ciocia, Inc. and effectively used the August 2013 issuance proceeds to pay Gilman’s liabilities.
As of September 30, 2013 NHLD ownership by NSGP was spilt as follows: Klein 8% (1.0 million shares), Fagenson 7% (0.9 million shares), and Riley 6% (0.6 million shares), and as a whole, Officers and Directors owned 28%. As of September 30, 2014, current Officers and Directors continue to own about 28% of the outstanding common stock of NHLD.
While prior shareholder’s ownership of the company had been diluted substantially, new stockholder were able to buy stock in NHLD’s new capital structure at a low price. Some "new" investors, however, feared the “new” management group might be self-serving, and perhaps, start to dilute new shareholders’ ownership in NHLD as time passed.
In October 2013, the former director, Riley, began to sell his NHLD stock and by the end of November, he had reduced his holdings 4% (0.5 million).
Iroquois Master Fund Ltd.'s story:
One “new” investor group who was concerned about what was going on at NHLD was Iroquois Master Fund Ltd.
In January 2013 and August 2013, Iroquois Master Fund Ltd. bought 0.4 million and 0.3 million common shares, respectively, of the private placements for about $3.00 per share. In November 2013, Iroquois filed a Schedule D because they no longer intended to be passive investors. Iroquois’ average purchase price had been $3.19 per share. Now, Iroquois owns 7% (0.8 million shares) of NHLD with its most recent 0.1 million shares having been purchase in the $5.00 range in June 2014.
Back in December 2012, Klein had told Iroquois that both he and Fagenson would not receive any stock options; however, in June 2013, Klein was awarded 0.6 million in stock options (5% of NHLD) and Fagenson was awarded 0.2 million in stock options. Iroquois was concerned that the awarded stock options are clearly dilutive to the “new” stockholders.
Additionally, Iroquois was concerned about the non-independence of the Co-Chairmen (Klein and Fagenson), and that firms owned by them were authorized to earn money from NHLD.
In July 2014, Iroquois’ Abbe and Silverman became independent Directors of NHLD.
In September 2014, Klein announce his resignation as Co-Chairman and CEO (effective December 2014) and said he would resign as director as well (effective March 2015).
Fagenson continues as Chairman and is now CEO of NHLD. As recently as February 2015, Fagenson said, NHLD has “not planned to make any significant options grants to senior management,” but it is subject to change, perhaps, if NHLD want to induce someone to join the Company. Fagenson is close to retirement. He is 66 years-old and he does “not intend to spend my 70th birthday here.”
Iroquois has said NHLD “represents compelling value” and its stock price ($5.00 at the time) does not reflect NHLD’s intrinsic value. Additionally, Iroquois said a superior value for NHLD stock could be realized through the sale of the company.
Iroquois probably considered these 14 factors that make NHLD an attractive acquisition target:
Small company size…NHLD's market capitalization is slightly over $50 million
Ignored by Wall Street…NHLD has no analysts who follow it
Low Valuation…NHLD's Price-to-Book is close to 1
Low Price-Earnings…NHLD's Price-Earnings Ratio is less than 3 (adjusted is around 10)
Inside Ownership…NHLD's insiders own 28% of common stock
Clean Capital Structure…NHLD has no Debt
Cash on Balance Sheet…NHLD has $22 million ($1.75 per
share)
Low Enterprise Value…NHLD's EV = $28 million ($2.50 per share)
Deferred Tax Asset…NHLD's net Deferred Tax Asset = $11.8 million
Expandable Margins…NHLD margins could be expanded and overhead
eliminated
Solid Distribution Network…Fagenson said “the strength of distribution network is something that we feel that many in the investment community don’t adequately understand.”
CEO retirement is imminent…Fagenson is 66 and he does “not intend to spend my 70th birthday here.”
Known Litigation Risk/Threats…NHLD has reserved probable and estimable risks of $0.7 million
Note: NHLD reported threatened claims before insurance are higher:
1Q 2015 -$21.8million;
2014-$15.0 million;
2013-$10.1 million;
2012-$16.8 million.
Who may be selling NHLD at $4.40?
There has been no restriction on "selling stockholders" shares from the S-3 registration statement dated February 13, 2014 for over six months (see post #151 for complete list--"The selling stockholders' question matters most").
Some of the largest stockholders on the list have increased their position and many current insiders have increased or remained the same. For example (all numbers are post-split),
*******************************************Filing*************Now
****************************************(2/13/2014)*****(3/20/2015)
Iroquois Master Fund Ltd.**************383,333********845,312
Pyramis Small Cap(and FMR LLC)****433,286********854,705
Fagenson********************************868,129********894,896
Sentinel Capital Solutions****************33,333********107,533
Lincoln Capital LLC***********************33,333********on 1Q call
However, former insiders, Mark Klein and Bryant Riley, do not have to report because they own less than 5% of NHLD's stock.
Mark Klein (513,986 shares) probably has not sold because his additional purchases last year were above the current price.
Bryant Riley, on the other hand, has probably been selling. After his last reported sales at split-adjusted prices of $4.70 on November 25, 2013 and $3.60 on October 25, 2013, he owned 519,206 (excluding 117,000 in Riley L.P.). I think he has been selling his shares slowly, and he may be the one who is now using $4.40 as an exit price. Remember, NHLD has an average volume of less than 20,000 shares (today was less than 10,000).
Not many people own NHLD. As of September 30, 2014, NHLD had approximately 398 stockholders of record and its estimated the total number of beneficial stockholders at approximately 663.
This may change with its recent uplisting to NASDAQ.
The new listing should help this trade with more volume. Let the games begin! Luck to all. sagedono
NHLD starts trading on NASDAQ Tuesday, March 3
http://ih.advfn.com/p.php?pid=nmona&article=65681477&symbol=NHLDD
1Q2015 Conference call question on stock option awards.
Question:
I do have one more question, and it has to do with potential dilution. I know from your filings that back in June of 2013, 7.2 million stock options were awarded to you and to the former CEO. I think most of that went to the former CEO, and this, of course, is dilutive to the existing holders, and as the prices—as the price of the stock continues to increase, you will have that dilution that will show in the bottom line.
The question that I have is, do you have any plans to award any large number of stock options to senior management going forward?
Robert Fagenson Answer:
As we sit here today to be honest, we've not discussed it at all. So, the honest answer to that question is no, we don't have any plans. Am I telling you that might not change? Of course, it might change. If we decide to go out of attract other executives to the company, I'm sure that we’d have to offer options packages to induce them to come to visit us—to work with us rather, because we are not a company that historically has paid huge management salaries. So that having been said, all I can tell you is the complete answer at this point is no, we have no plans, but obviously that's subject to change, and beyond that, I really don't want to speculate because I don't want to box myself into corner where we found someone attractive that we wanted to induce to join the company, and then have made a commitment not to give any options out because that would not be a good place to put us, should that arise. But as we sit here today, no, we have not planned to make any significant options grants to senior management.
http://seekingalpha.com/article/2942446-national-holdings-nhld-ceo-robert-fagenson-on-q1-2015-results-earnings-call-transcript
1Q2015 Conference call question on succession plans.
Question:
I am wondering what you can share with us concerning succession plans for the CEO going forward?
Robert Fagenson Answer:
And so far as succession, we will be meeting with our comp committee and the rest of our Board committees between now and the end of May to discuss a variety of issues regarding top management personnel, contracts in terms of that nature, and it's certainly something that I think has remained because at 66 I do not intend to spend my 70th birthday here. At what point between 66 and 70 that becomes a [pregnant] issue we'll see, but we have not yet talked about it and however is not something we intend to ignore.
http://seekingalpha.com/article/2942446-national-holdings-nhld-ceo-robert-fagenson-on-q1-2015-results-earnings-call-transcript
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Serving independent-minded investors and brokers. Founded in 1947, National Securities Corporation has registered representatives located throughout the United States, and has evolved into one of the country's largest independent broker-dealers. National is small enough to give clients the individualized attention that they deserve, but we have the resources necessary to provide products and services competitive with the very largest firms. Flexibility to meet your needs. Service as it used to be. That's National.
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