National Holdings Corporation (NHLD)

[glass99]

1Q2015 Conference call question on credibility.

Question:
I know that management values credibility, and in fact, Mr. Fagenson, you said on the last conference call that the up-listing to the National Exchange will give the Company greater exposure and greater credibility, and given during this conference call you’ve also given us some guidance as to when you’d expect the commissions to recover, perhaps, in the second half,I have to wonder why on your January 12th conference call management did not disclose negative impact to its first quarter revenues from its suspension, which occurred in November, of the issuers alternative product?

Robert Fagenson Answer:
On the credibility issue, 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. So, insofar as being able to give you exact guidance, because of the lag in reporting what we have in terms of internal accounting, I don't think we appreciated until past that point, the severity of the impact on the bottom line because revenues remained relatively constant.

What I learned in my short period here at National is that a dollar is not a dollar here, that a dollar derived from one source is vastly different to the bottom line than it may be at the top line, and I certainly think in terms of sensitivity that what we see in trends like that in the future, that we will want to reach out to the investment community when we see something unexpected like this which we hadn't faced before. Where we are able to maintain -- don't forget brokers in our network are very, very successful at maintaining the level of sales, and the level of activity within their books, finding other sources of investments for their clients.

The impact on us however, as shareholders of National, becomes more severe when the business mix changes the way it did. So I don't think it's in any way will off the mark for you to question that, and we're certainly going to make an attempt to be more sensitive to that in the future, as I say, it is not something we've faced in the past, and to be perfectly frank, my time here at National has being accompanied only by things getting better and going up. Call it a slap in the face, but whatever it is, we appreciate and accept that criticism, and we'll try and do better with that in the future.





http://seekingalpha.com/article/2942446-national-holdings-nhld-ceo-robert-fagenson-on-q1-2015-results-earnings-call-transcript

[glass99]

1Q2015 Conference call question on attracting investors.

Question:
Just want to get a sense of what you’re thinking about in terms of attracting institutional investors and telling them the story. Are you thinking that non-dealer road shows, thinking about conferences? What’s the kind of tactical plan—plan of action?

Mike Goldwasser Answer:
I think the first thing we’re going do is a non-dealer road show. We’ve targeted a list of obvious small cap institutions that invest in financial services. But we will also go to family offices and we will also target other retail networks and obviously, we’re waiting for the uplist in NASDAQ before we start that road-show, so let`s say late March to April.

Robert Fagenson Answer:
It’s been a long time since this company went in front of the investment community, and we think that enough positive things have happen and enough things that we feel are in store that we have a good story to tell, so we want to get out there in front of our current investors and potential investors.

Mike Goldwasser Answer:
We believe we’re in a consolidating industry, and we're certainly one of the few still listed small cap, middle market, financial services companies outstanding. So, by definition we think we have tremendous value there.

Robert Fagenson Answer:
And our sense is not only do we touch a variety of sectors in our business mix, the strength of distribution network is something that we feel that many in the investment community don’t adequately understand.




http://seekingalpha.com/article/2942446-national-holdings-nhld-ceo-robert-fagenson-on-q1-2015-results-earnings-call-transcript

[howlan]

Hello,

Thanks for posting that.

I am a day late and a dollar short, hehe. I was going to buy shares on 3/2 to try to get in before the up-list since I just came across this company in doing some research this weekend.

I am trying to figure out a way to identify stocks before they up-list thinking that would potentially be a lower risk to higher gains but I am still learning so who knows.

I missed out on a tremendous up-list that just happened within the last couple of days so that is why I am so keen on it; saw a penny stock go .18 to $7 - $8, that was amazing.

How did you all know about this company before their up-list?

What "signs" did you see?

Are there any particular Forms that must be filed before any company up-lists?

Does a R/S always occur prior to up-listings?

Anything to help would be appreciated?

I am trying to find some information online but can be challenging so I wanted to ask people who are living the life, if any are here.

Thanks

Howard

[glass99]

Form CERTNAS - NHLDD Uplisting to NASDAQ Approved.

CERTification by the National Association of Securities Dealers Automated Quotation approving securities for listing

http://www.sec.gov/Archives/edgar/data/1023844/999999999715001812/9999999997-15-001812-index.htm

<SEC-DOCUMENT>9999999997-15-001812.txt : 20150227
<SEC-HEADER>9999999997-15-001812.hdr.sgml : 20150227
<ACCEPTANCE-DATETIME>20150227165225
<PAPER>
ACCESSION NUMBER: 9999999997-15-001812
CONFORMED SUBMISSION TYPE: CERTNAS
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20150227
DATE AS OF CHANGE: 20150227
EFFECTIVENESS DATE: 20150227

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: NATIONAL HOLDINGS CORP
CENTRAL INDEX KEY: 0001023844
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200]
IRS NUMBER: 364128138
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930

FILING VALUES:
FORM TYPE: CERTNAS
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12629
FILM NUMBER: 15005484

BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: [phone]

MAIL ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022

[sagedono]

I saw it on Hanks Trading account.Thanks for posting. sagedono

[illegal_alias]

Not sure there are many people following this here or in the broader markets. Once they uplist to NASDAQ they should get more attention. This hit .60 (= $6.00 post-split) last year.

[sagedono]

Liked what I saw here in NHLDD and started buying over the last week,will look in and post from time to time to see if there's any chatter here (not many posting).sagedono

[illegal_alias]

Current symbol NHLDD

[Renee]

NHLD one for 10 reverse split: (last closing PPS .442)

http://otce.finra.org/DailyList

[glass99]

The selling stockholders' question matters most.

When the "Unverified participant" asked about the status of the "selling stockholders"--those who desired to sell 36.6 million shares (see the list below), the response was poor.

In fact, even though NHLD has hired the Investor Relations firm Prosek Partners represented by Nick Rust, he obviously had not reviewed the S-1, where NHLD states, "We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act."

Two questions for Nick:

Have the shares been sold?

What is the date on which the shares may be sold without the registration?

It seems to me, it will take a long time to go through 36.6 million shares when the average daily volume is 0.2+ million shares.

Here is the list of stockholders who said they wanted to sell the 36,608,592 shares:

Name of Beneficial Owner, owned, and to be sold
Iroquois Master Fund Ltd. (1) 3,833,333 3,833,333
Stephen Nicholas 2,333,333 2,333,333
Chestnut Ridge Partners, LP (2) 1,000,000 1,000,000
Jeffrey Raymond Perry 750,000 750,000
David Wasserman 700,000 700,000
Helmsquire Holdings Limited (3) 700,000 700,000
Lincoln Capital LLC (4) 333,333 333,333
Sentinel Capital Solutions (5) 333,333 333,333
Rockmore Investment Master Fund Ltd. (6)333,333 333,333
Merav Abbe Irrevocable Trust (7) 166,666 166,666
Kensington Trust (8) 166,666 166,666
American Capital Management LLC (9) 333,332 333,332
Eric H. Jensen 166,666 166,666
David Gage 100,000 100,000
Five Stones 1, LLC (10) 166,667 166,667
Mitchell Katz 833,333 833,333
Michael Kramer 500,000 500,000
Lowell Kraff 900,000 900,000
William Veghte 500,000 500,000
Jeffrey Gould 333,334 333,334
Leonard Lichter 250,000 250,000
Stephen Nicholas 1,000,000 1,000,000
M Klein and Company # (11) 10,429,855 1,083,333
Leonard Potter 350,000 350,000
Kerry Propper # 100,000 100,000
Richard Winiarski 1,000,000 1,000,000
Melby Lane Partners, LLC (13) 333,333 333,333
Cutter Mill Partners LLC (14) 1,333,333 1,333,333
David Wasserman 800,000 800,000
Scott Cohen 333,334 333,334
Richard Abbe as custodian for Talia Abbe55,557 55,557
Richard Abbe as custodian for Bennet 55,557 55,557
Richard Abbe as custodian for Samantha 55,557 55,557
Mark Goldwasser # 2,945,685 66,667
Leonard Sokolow # 1,476,956 33,334
Toby Fagenson Trust #1, Robert Fagen 8,681,293 166,667
Powers Private Equity LLC (21) 1,666,667 1,666,667
Judd R. Marmon 100,000 100,000
Michael Gross 1,000,000 1,000,000
Moors and Mendon Master Fund LP 1,666,667 1,666,667
Brad Chase 1,666,667 1,666,667
Brian D. Gordon 1,000,000 1,000,000
Quaker Ridge Partners LLC (23) 833,334 833,334
Stuart Lichter 833,334 833,334
William Groenveld # 32,000 32,000
Pramis Small Capitalization Core Comm 4,332,860 4,332,860
Tucson Supplemental Retirement Sys 128,240 128,240
Bost & Co fbo South Carolina Retiremen 1,390,490 1,390,490
Alan Levin # 40,500 25,000
Jonathan C. Rich # 50,000 50,000
Harry S. Awadalla 116,666 116,666
Gregory Fortunoff # 100,000 100,000
JET Equity Partners, LP (25) 166,666 166,666

[glass99]

This person asked insightful questions.

Final Question:

You mentioned going forward you were looking at different strategies and growth strategies. Can you elaborate just a little bit on that?

Robert Fagenson - Executive Chairman and CEO

Well, obviously we find that the banking is a higher margin business, so we are primarily a retail shop moving into banking. So, one, we'd like to do more banking, and we agreed to do all that in our institutional business. So we've hired four analysts the last 18 months and we hope that that will position us to build our institutional business which bode well with our investment banking, which will enable us to do more deals at higher margins.

We have a lot of relationships, corporate relationships, with public companies. The ability to attract advisory business is something that is very, very attractively incremental to our revenue stream and also very high margin. Goldie has felt that by building out with our investment banking department, additional analytic capability to be able to serve those clients going forward will be a significant area of growth. And already we're seeing that that is working in our favor.

As we look out in the marketplace, and Goldie is out on a mission doing this as we speak, there are opportunities out there. The market in our industry is creating -- has created a lot of dislocation, and dislocation creates the type of opportunities -- the type of opportunities that our recruiting team loves. So we're out in the marketplace looking for individuals, branch offices, divisions of companies, and entire brokerage units just like Gilman, that's an add to our, excuse me, expanding strategy of growing the business and then using a cross-pollination of our investment banking to be able and increase the business and up the margins of these companies.

So I mean, when I say we're looking at strategies, it's not like we're thinking of going out and buying car dealerships. We're thinking within our industry and the opportunities that had been created, particularly in the last six months that we believe will exist in the next year as well, to be able to extend our abilities out into different areas. Plus the addition of Gilman and the high-margin tax preparation business is something that we think we can effectively extend to great areas within our business. So we see no shortage of opportunities.

Unverified Participant

Excellent. Thank you very much. And congratulations on a great quarter.

Robert Fagenson - Executive Chairman and CEO

Thank you. Thank you for testing us with some good questions.



http://seekingalpha.com/article/2815265-national-holding-corporations-nhld-ceo-robert-fagenson-on-q4-fiscal-2014-results-earnings-call-transcript

[glass99]

I thought this question was good:

Another -- just a clarification. When you went ahead and got the deferred tax asset of $11 million, that added $0.09 to your bottom line. And you used the upper 30% tax rate to do that. My question is, going forward, for your net income, do you expect that your tax expense will be around that same 37%, for book purposes, I understand you have tax losses for cash purposes.
Alan Levin - CFO
That tax rate is -- that is the effective tax rate that we'll continue to use at least at the present time, unless something changes.
Unverified Participant
Great. And how many years do the tax losses -- are the tax losses available to you before they expire?
Alan Levin - CFO
I'm fairly certain they begin to expire in -- I want to say 2023.

http://seekingalpha.com/article/2815265-national-holding-corporations-nhld-ceo-robert-fagenson-on-q4-fiscal-2014-results-earnings-call-transcript

[glass99]

Another Question from transcripts:


My second question has to do with corporate overhead. In your 10-K it says that it went from $2.3 million to $4.2 million. It was an increase of 78%. I'm wondering why it went up so much more [than revenue]? What you are planning to do to reduce the increase in the corporate overhead going forward?

Robert Fagenson CEO
Well, part of that certainly is attributable to the fact that when we merged with Gilman, their business model is geared toward W-2 corporate-owned offices. So, a lot more of the expense come on to our corporate expense as opposed to our traditional model with National Securities which is primarily made up of independent offices where the overhead is principally borne by the branches themselves rather than corporate.
I can tell you that we are having an expense conference here on January 30th to take a look again at all corporate expenses on a zero-based budget and looking at everything. And we are determined to take that to the furthest point that we can, because our business model is such that, as an independent platform who retains the majority of our revenue on a retail dollar, as you've seen, we've moved aggressively towards a business mix and higher-margin businesses. But nothing exceeds the impact of a dollar of expenses saved because that goes dollar-for-dollar right to the bottom line.
So you should know that we're acutely aware of that, and we have undergone annual expense revenues and we will certainly be doing that again, and as I said at the end of January, we're having all our key folks in our business units come in, and we're going to do a full examination, to make sure that we can and continue to cut every dollar where we can, because, as I said, the impact of that goes right to the bottom line and then obviously every dollar we can bring to the bottom line is subject to a multiple when we look at our stock price. So, don't for a minute think that we're not acutely aware of that. Sensitive to it and working hard on it.
It's not just the units themselves. It was a different model, Jim. Gilman was W-2 which is higher fixed cost, higher margin variable cost basis it's a low-margin business. So we went into a whole new field which had higher costs, and that's the primary reason for the jump in expenses.

http://seekingalpha.com/article/2815265-national-holding-corporations-nhld-ceo-robert-fagenson-on-q4-fiscal-2014-results-earnings-call-transcript

[glass99]

Thanks for posting the Transcipts of Unverified Participant

Thank you very much for taking my call. I really have a question just concerning -- going back to 2013 when you filed the S-1 to assist 14 shareholders in filing their 10 million shares, and then you later amended that and you did a post-effective amendment as well and gave 50-plus shareholders the opportunity to sell all those 36 million shares. My question is, what is the status of that? Have any of those shareholders sold their shares? Is that still an overhang for the company? Do they still want to share their shares? And I have another question as well please.
Robert Fagenson - Executive Chairman and CEO

Alan, did that relate to the Gilman merger by and large?
Alan Levin - CFO

Should be -- the registration, the S-1 that was filed, was a combined registration statement for the shareholders in the January rate as well as the August rates. So as far as that is concerned, we're actually, Robert, we were discussing that at the registration, we're looking into determining whether or not there's actually a necessity to re-file. And so we're working with legal counsel on that at the present time.

I'm not sure I'm able to actually speak specifically to the investors that were covered by that registration statement.
Robert Fagenson - Executive Chairman and CEO

Jim [ph], I just don't think we have the specific information to be able to answer that. I don't know if we would, if we could. I'm really not sure what we're allowed to say. But we'll certainly be willing to research that and make --

Unverified Participant

That sounds terrific.
Robert Fagenson - Executive Chairman and CEO

Thank you.

Unverified Participant

Okay.
Robert Fagenson - Executive Chairman and CEO

Sorry we can't answer at this time.

Unverified Participant

That's okay. I appreciate your research though.

[illegal_alias]

Transcript of yesterday's investor call at http://seekingalpha.com/article/2815265-national-holding-corporations-nhld-ceo-robert-fagenson-on-q4-fiscal-2014-results-earnings-call-transcript

[Mygolfballs]

TOPPY CHART SHOULD SLOWLY dive to test .30s soon

[illegal_alias]

Hi Erpy. Welcome to the NHLD board. I usually end up talking to myself when Salty isn't around. Yes, I'd say .75 - .80 would be a fairer valuation based on approx industry average of a PE of 12X. Being an OTCBB stock is what I think is holding it back. The reason for the 1:10 r/s is to move to a national exchange. That would put it immediately at $5.00 and be more attractive to institutional buyers and allow retail brokers to recommend it to clients. After the listing, I would expect it to creep up past $6.00 (already touched .60 before the last quarter's earnings) maybe even $7 before the next quarterly earnings report. I've followed this since 2013 and believe it to be one of those 1 in 100 OTCBB issues that is for real. The company is real and has been around for years. Compare it with LTS with ttm earnings of only $0.04 but trading near $4 (in part) because it is NYSE listed. JMO.

[erpy]

Thanks Picked up some shares. Will see how it goes.. Only thing I hate on RS is that it allows them to dilute again.. That's what you see on most the penny's stocks do. However based on last stated results I can't see why they would need to do that based on these two results:

(1) Generated net income of $18.6 million, or $0.15 per basic and diluted share for the year ended September 30, 2014, compared with net income of $1.6 million, or $0.02 per basic and diluted share for the same period last year

2) Increased revenues by $56.7 million, or 44%, to $184.3 million, compared with revenues of $127.6 million for the same period last year.

Based on that I have bought about 10K shares and will see how it goes. My Guess it we stick around .50 for a few weeks and then it goes up more again.

Also looks like good volume today wonder if others are noticing this one.

Thanks,

Eric

[SaltyMutt]

Glad to have you with us on the NHLD board erpy. Illegal alias and I were getting mighty lonely here. The OS is around 124.46 and the stock could easily be valued at .80.

The idea of an RS doesn't bother me a bit with NHLD and will probably go a long way in enhancing it's value. This is a real company with real revenues and a real future and after the dust has settled with the RS, I believe the pps might easily move to the eight buck range with the ten buck range on the horizon.

[erpy]

Hi just found this stock and like it balance sheet for a penny stock. It doesn't look to me like a bad time to enter the stock with the exception of the 1 for 10 RS? They have 127M shares outstanding?

You guys that have been here a while what's your take on the timing for this stock? Seems like it could be fair valued around .80 to me. I plan to pick up a few shares today.

Thanks,

Eric

[SaltyMutt]

Looking good!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

[illegal_alias]

Sooner than you think old pal! http://insurancenewsnet.com/oarticle/2015/01/05/national-holdings-corporation-reports-record-financial-results-in-fiscal-year-20-a-582661.html#.VKt2G9LF-cw

at only 10X earnings we shoot to $1.50 soon.

woot! woot!

[SaltyMutt]

Yes it has looked pretty good and I think will soon be a real beauty.

[illegal_alias]

NHLD looking better past few days

[illegal_alias]

Interesting bid action today. Earlier there was 100K @.525 by CSTI and now 122K @.54 by ERTF. That's some serious money for a very small cap company. But, now there are some small trades at both the bid and ask between .54 and .55 Makes ya wonder...

[illegal_alias]

Would be nice to be back at .60

[SaltyMutt]

That appears to be the case. Maybe we'll close the day with a .56 pps.

[illegal_alias]

Looks like someone taking a hairdryer to the paint today.

[illegal_alias]

Funny you should use that analogy. I'm in the process of painting our storage room off the garage to house a spare freezer.

[SaltyMutt]

Watching NHLD can be a lot like watching paint dry but I don't think that's the most horrible thing in the world. When it does finally dry, usually, a paint job will enhance your life to a large degree.

[illegal_alias]

Pretty quiet around here...

[SaltyMutt]

Let the marker knee jerk away. I think I'll add to my holding.

NHLD

[illegal_alias]

Well, the knee jerk reaction to the r/s pulled it down to .47. Some one got a deal at .48. Back to .49 x .52

[SaltyMutt]

If we can ever get past .60 I think NHLD will rise fairly quickly.

[illegal_alias]

Volume, but huge resistance at .60. The tighter spread is also encouraging.

[SaltyMutt]

I would love to be able to take it out and I'm sure NHLH would then move well. Hmmmmm Maybe I'll hit Joey and Gen up for a loan.

[illegal_alias]

Salty, please buy that 50K block at .595 so this can get moving. Thanks in advance.

[illegal_alias]

Looks like the block at .59 went away. Maybe they saw your comment! There's 10K sitting at $1.12

[SaltyMutt]

It might not happen today but that block will soon be chipped away and gone. At that point I think the cruise to Buckville resumes.

[illegal_alias]

Yep. That 53K block at the ask and another 50K a penny higher isn't helping things short term. They will wish they held when this hits .75+

[illegal_alias]

Good thing that Iroquois Capital Management is "on our side". They just took MGT to task:
http://online.wsj.com/article/PR-CO-20140609-904370.html

Not pulling any punches there! Keep an eye on MGT.

[SaltyMutt]

It's fun watching NHLD get "cranked up". This one is going to be a solid gainer!

[illegal_alias]

Interest in NHLD picking up this afternoon

[illegal_alias]

Which is exactly why I think the bid would follow. There is enough retail interest in NHLD that the individuals behind those bids would follow it. Part of the game (= the art) is to get shares cheaply, but if your research/muse/gut or whatever tells you that the PPPS will increase significantly, the science tells you that the difference between .547 and .55 would be insignificant.

Meanwhile, while we were chatting, someone yielded to temptation and sold at the bid.

[cadillac107]

Not necessarily. The market is just a much as an art, as it is a science. Market makers can offer shares at basically any price they wish. It's the bid that one needs to concentrate on. However, I would suggest that the smaller spread may be a reflection or sign of more retail interest and activity. GLTU.

[illegal_alias]

Spread getting tight .547 x .55. I think if NITE upped the ask, the bid would follow.

[SaltyMutt]

It is indeed a good sign. NHLD may not be moving as fast as I would like but then I wanted it to be ten bucks a share two seconds after I bought my shares a few months back.

We are going to do well with this one.

[illegal_alias]

Adding new independent directors = good sign. https://finance.yahoo.com/news/national-holdings-corporation-announces-changes-203000428.html

[illegal_alias]

Close enough. eTrade had ttm eps as .0433 (in a previous post I estimated .0441 = optimist. LOL). So, we have a P/E of 12+. The industry average is 17.38 according to yah00, so we should be trading around .74-.75.

[illegal_alias]

Merger candidate: from the transcript of the earnings call

Our participation in M&A is not limited to being a consolidator, even if that is where we see the most potential for growth and ability to generate shareholder value. Consistent with the board's fiduciary duty we will evaluate all realistic bids or merger opportunities. 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. I want to stress and reiterate that we are aligned with all shareholders in setting the course for the company going forward and what makes sense for all shareholders. Many of you have been long-term shareholders and we appreciate you and thank you for your belief in us and continued support.