Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2015 | Feb. 12, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NATIONAL HOLDINGS CORP | |
Trading Symbol | NHLD | |
Entity Central Index Key | 1,023,844 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 12,440,035 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Condition (Current Period Unaudited) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 |
ASSETS | ||
Cash | $ 22,260,000 | $ 24,642,000 |
Restricted cash | 218,000 | 218,000 |
Cash deposits with clearing organizations | 1,005,000 | 1,005,000 |
Securities owned at fair value | 708,000 | 887,000 |
Receivables from broker-dealers and clearing organizations | 2,742,000 | 3,078,000 |
Forgivable loans receivable | 1,363,000 | 1,368,000 |
Other receivables, net | 4,531,000 | 3,709,000 |
Prepaid expenses | 2,179,000 | 1,727,000 |
Fixed assets, net | 756,000 | 712,000 |
Intangible assets, net | 7,138,000 | 7,331,000 |
Goodwill | 6,531,000 | 6,531,000 |
Deferred tax asset, net | 11,873,000 | 11,662,000 |
Other assets, principally refundable deposits | 501,000 | 512,000 |
Total Assets | 61,805,000 | 63,382,000 |
Liabilities | ||
Securities sold, not yet purchased at fair value | 5,000 | 32,000 |
Accrued commissions and payroll payable | 10,346,000 | 10,244,000 |
Accounts payable and accrued expenses | 5,496,000 | 6,602,000 |
Deferred clearing and marketing credits | 1,152,000 | 1,205,000 |
Other | 46,000 | 37,000 |
Total Liabilities | 17,045,000 | 18,120,000 |
Stockholders’ Equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none outstanding | 0 | 0 |
Common stock $0.02 par value, 150,000,000 shares authorized; 12,440,035 and 12,473,968 issued and outstanding at December 31, 2015 and at September 30, 2015, respectively | 249,000 | 249,000 |
Additional paid-in-capital | 80,233,000 | 80,282,000 |
Accumulated deficit | (35,737,000) | (35,284,000) |
Total National Holdings Corporation Stockholders’ Equity | 44,745,000 | 45,247,000 |
Non-Controlling interest | 15,000 | 15,000 |
Total Stockholders’ Equity | 44,760,000 | 45,262,000 |
Total Liabilities and Stockholders’ Equity | $ 61,805,000 | $ 63,382,000 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Financial Condition (Current Period Unaudited) (Parentheticals) - $ / shares | Dec. 31, 2015 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 12,440,035 | 12,473,968 |
Common stock, shares outstanding | 12,440,035 | 12,473,968 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | ||
Commissions | $ 22,995,000 | $ 24,416,000 |
Net dealer inventory gains | 2,544,000 | 3,439,000 |
Investment banking | 6,117,000 | 5,122,000 |
Investment advisory | 3,660,000 | 3,825,000 |
Interest and dividends | 918,000 | 831,000 |
Transfer fees and clearing services | 2,372,000 | 2,715,000 |
Tax preparation and accounting | 900,000 | 759,000 |
Other | 116,000 | 94,000 |
Total Revenues | 39,622,000 | 41,201,000 |
Operating Expenses | ||
Commissions, compensation and fees | 34,710,000 | 35,288,000 |
Clearing fees | 763,000 | 601,000 |
Communications | 833,000 | 996,000 |
Occupancy | 935,000 | 985,000 |
License and registration | 357,000 | 318,000 |
Professional fees | 799,000 | 841,000 |
Interest | 1,000 | 4,000 |
Depreciation and amortization | 300,000 | 274,000 |
Other administrative expenses | 1,568,000 | 1,379,000 |
Total Operating Expenses | 40,266,000 | 40,686,000 |
(Loss) Income before Income Tax (Benefit) Expense | (644,000) | 515,000 |
Income tax (benefit) expense | (191,000) | 221,000 |
Net (Loss) Income | $ (453,000) | $ 294,000 |
Net (loss) income per share - Basic (in dollars per share) | $ (0.04) | $ 0.02 |
Net (loss) income per share - Diluted (in dollars per share) | $ (0.04) | $ 0.02 |
Weighted number of shares outstanding - Basic (in shares) | 12,446,064 | 12,445,479 |
Weighted number of shares outstanding - Diluted (in shares) | 12,446,064 | 12,491,610 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 3 months ended Dec. 31, 2015 - USD ($) | Total | Common Stock | Additional Paid-in- Capital | Accumulated Deficit | Non-Controlling Interest |
Beginning balance (in shares) at Sep. 30, 2015 | 12,473,968 | ||||
Beginning balance at Sep. 30, 2015 | $ 45,262,000 | $ 249,000 | $ 80,282,000 | $ (35,284,000) | $ 15,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation – stock options | $ 37,000 | 37,000 | |||
Shares repurchased (in shares) | (33,933) | (33,933) | |||
Stock repurchase | $ (86,000) | (86,000) | |||
Net loss | (453,000) | (453,000) | |||
Ending balance (in shares) at Dec. 31, 2015 | 12,440,035 | ||||
Ending balance at Dec. 31, 2015 | $ 44,760,000 | $ 249,000 | $ 80,233,000 | $ (35,737,000) | $ 15,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (453,000) | $ 294,000 |
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||
Depreciation and amortization | 300,000 | 274,000 |
Amortization of forgivable loans to registered representatives | 141,000 | 66,000 |
Stock-based compensation | 37,000 | 168,000 |
Provision for doubtful accounts | (31,000) | 56,000 |
Amortization of deferred clearing credit | (53,000) | (26,000) |
Increase in fair value of contingent consideration | 4,000 | 0 |
Deferred tax (benefit) expense | (211,000) | 172,000 |
Changes in assets and liabilities | ||
Restricted cash | 0 | (125,000) |
Securities owned, at fair value | 179,000 | (360,000) |
Receivables from broker-dealers and clearing organizations | 336,000 | 1,578,000 |
Forgivable loans receivable, net of repayments | (136,000) | (197,000) |
Other receivables, net | (791,000) | 207,000 |
Prepaid expenses | (452,000) | (647,000) |
Other assets, principally refundable deposits | 11,000 | 136,000 |
Accounts payable, accrued expenses and other liabilities | (999,000) | (4,019,000) |
Securities sold, but not yet purchased, at fair value | (27,000) | (36,000) |
Net cash used in operating activities | (2,145,000) | (2,459,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (151,000) | (204,000) |
Net cash used in investing activities | (151,000) | (204,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repurchase of shares of common stock | (86,000) | 0 |
Net cash used in financing activities | (86,000) | 0 |
NET DECREASE IN CASH | (2,382,000) | (2,663,000) |
CASH BALANCE | ||
Beginning of the period | 24,642,000 | 24,465,000 |
End of the period | 22,260,000 | 21,802,000 |
Cash paid during the period for: | ||
Interest | 1,000 | 4,000 |
Income taxes | $ 17,000 | $ 1,085,000 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying condensed consolidated financial statements of National Holdings Corporation, a Delaware corporation (“National” or the “Company”), have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed consolidated financial statements as of December 31, 2015 and for the three months ended December 31, 2015 and 2014 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at September 30, 2015 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2015 for additional disclosures and a description of accounting policies. In February 2015, the board of directors declared a 1 for 10 reverse stock split of the Company’s common stock. All share and per share information has been restated for the three month period ended December 31, 2014 giving retroactive effect to the reverse stock split. Certain items in the consolidated statement of operations for the fiscal 2015 period have been reclassified to conform to the presentation in the fiscal 2016 period. Such reclassifications did not have a material impact on the presentation of the overall financial statements. |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | ORGANIZATION AND DESCRIPTION OF BUSINESS National was organized in 1996 and operates through its wholly-owned subsidiaries which principally provide diverse financial services. Through its broker-dealer and investment advisory subsidiaries, the Company (1) offers full service retail brokerage to retail individual and institutional clients, (2) provides investment banking, merger, acquisition and advisory services to micro, small and mid-cap high growth companies, (3) engages in trading securities, including making markets in micro and small-cap, NASDAQ and other exchange listed stocks and (4) provides liquidity in the United States Treasury marketplace. Broker-dealer subsidiaries consist of National Securities Corporation (“National Securities” or “NSC”) and vFinance Investments, Inc. (“vFinance Investments”) (collectively, the “Broker-Dealer Subsidiaries”). The Broker-Dealer Subsidiaries conduct a national securities brokerage business through their main offices in New York City, Boca Raton, Florida, and Seattle, Washington. The Broker-Dealer subsidiaries are introducing brokers and clear all transactions through clearing organizations, on a fully disclosed basis. The Broker-Dealer Subsidiaries are registered with the Securities and Exchange Commission ("SEC") and the Commodities and Futures Trading Commission, and are members of the Financial Industry Regulatory Authority, the Securities Investor Protection Corporation and the National Futures Association. The Company’s wholly-owned subsidiary, National Asset Management, Inc., a Washington corporation ("NAM"), is a federally-registered investment adviser providing asset management advisory services to retail clients for a fee based upon a percentage of assets managed. The Company’s wholly-owned subsidiaries, National Insurance Corporation, a Washington corporation ("National Insurance"), and Prime Financial Services, a Delaware corporation, provide fixed insurance products to their clients, including life insurance, disability insurance, long term care insurance and fixed annuities. The Company’s wholly-owned subsidiary Gilman Ciocia, Inc., a Delaware corporation("Gilman"), provides tax preparation services to individuals and accounting services to small and midsize companies. The Company’s wholly-owned subsidiary, GC Capital Corporation, a Washington corporation ("GC"), provides licensed mortgage brokerage services in the State of Florida. |
Receivables from Broker-Dealers
Receivables from Broker-Dealers and Clearing Organizations and Other Receivables | 3 Months Ended |
Dec. 31, 2015 | |
Brokers and Dealers [Abstract] | |
Receivables from Broker-Dealers and Clearing Organizations and Other Receivables | RECEIVABLES FROM BROKER-DEALERS AND CLEARING ORGANIZATIONS AND OTHER RECEIVABLES At December 31, 2015 and September 30, 2015 , the receivables of $2,742,000 and $3,078,000 , respectively, from broker-dealers and clearing organizations represent net amounts due for fees and commissions associated with the Company’s retail brokerage business as well as asset based fee revenues associated with the Company’s asset management advisory business. Other receivables, net, at December 31, 2015 and September 30, 2015 of $4,531,000 and $3,709,000 , respectively, principally represent trailing fees and fees for tax and accounting services and are net of allowance for doubtful accounts of $542,000 and $573,000 , respectively. |
Forgivable Loans Receivable
Forgivable Loans Receivable | 3 Months Ended |
Dec. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Forgivable Loans Receivable | FORGIVABLE LOANS RECEIVABLE From time to time, the Company's operating subsidiaries may make loans, evidenced by promissory notes, primarily to newly recruited independent financial advisors as an incentive for their affiliation. The notes receivable balance is comprised of unsecured non-interest-bearing and interest-bearing loans (interest ranging up to 9% ). These notes have various schedules for repayment or forgiveness based on production or retention requirements being met and mature at various dates through 2020. Forgiveness of loans amounted to $141,000 and $66,000 for three months ended December 31, 2015 and 2014 , respectively, and the related compensation was included in commissions, compensation and fees in the condensed consolidated statements of operations. In the event the advisor’s affiliation with the subsidiary terminates, the advisor is required to repay the unamortized balance of any notes payable. The Company provides an allowance for doubtful accounts on the notes based on historical collection experience and continually evaluates the receivables for collectability and possible write-offs where a loss is deemed probable. As of December 31, 2015 and September 30, 2015 , no allowance for doubtful accounts was required. Forgivable loan activity for the three months ended December 31, 2015 is as follows: Balance, October 1, 2015 $ 1,368,000 Advances 136,000 Amortization (141,000 ) Balance, December 31, 2015 $ 1,363,000 There were no unamortized loans outstanding attributable to registered representatives who ended their affiliation with the Broker-Dealer Subsidiaries prior to the fulfillment of their obligation. |
Securities Owned and Securities
Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value | 3 Months Ended |
Dec. 31, 2015 | |
Schedule of Investments [Abstract] | |
Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value | SECURITIES OWNED AND SECURITIES SOLD, BUT NOT YET PURCHASED AT FAIR VALUE Classification of securities are as follows: As of December 31, 2015 Securities owned at fair value Level 1 Level 2 Level 3 Total Corporate stocks $ 44,000 — — $ 44,000 Municipal bonds 479,000 — — 479,000 Restricted stock and warrants — 149,000 36,000 185,000 $ 523,000 $ 149,000 $ 36,000 $ 708,000 Securities sold, not yet purchased at fair value Level 1 Level 2 Level 3 Total Corporate stocks $ 5,000 $ — $ — $ 5,000 As of September 30, 2015 Securities owned at fair value Level 1 Level 2 Level 3 Total Corporate stocks $ 44,000 — — $ 44,000 Municipal bonds 638,000 — — 638,000 Restricted stock — 205,000 — 205,000 $ 682,000 $ 205,000 $ — $ 887,000 Securities sold, but not yet purchased at fair value Level 1 Level 2 Level 3 Total Corporate stocks $ 32,000 — — $ 32,000 |
Fixed Assets
Fixed Assets | 3 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | FIXED ASSETS Fixed assets as of December 31, 2015 and September 30, 2015 consist of the following: December 31, September 30, Estimated Useful Lives (In Years) Equipment $ 679,000 $ 539,000 5 Furniture and fixtures 162,000 162,000 5 Leasehold improvements 608,000 598,000 Lesser of useful Capital leases (primarily composed of computer equipment) 453,000 452,000 5 1,902,000 1,751,000 Less accumulated depreciation and amortization (1,146,000 ) (1,039,000 ) Fixed assets – net $ 756,000 $ 712,000 Depreciation and amortization expense associated with fixed assets for the three months ended December 31, 2015 and 2014 was $107,000 and $77,000 , respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS In February 2015, Gilman acquired certain assets of a tax preparation and accounting business that was deemed to be a business acquisition. The consideration for the transaction consisted of contingent consideration payable in cash having a fair value of $569,000 , for which a liability (included in Accounts payable and other liabilities) was recognized based on the estimated acquisition date fair value of the potential earn-out. The earn-out is based on revenue, as defined in the acquisition agreement, during the 48 -month period following the closing up to a maximum of $640,000 . The liability was valued using an income-based approach using unobservable inputs (Level 3) and reflects the Company’s own assumptions. The liability will be revalued at each Balance Sheet date with changes therein recorded in earnings. During the three months ended December 31, 2015 , the estimated fair value of the liability was increased by $4,000 which was included in other administrative expenses and decreased by a payment of $27,000 to the seller. The fair value of the acquired assets was allocated to customer relationships, which will be amortized over seven years . The following table presents intangible assets, principally acquired in the Company's acquisition of Gilman in October 2013, their carrying amount as of December 31, 2015 and their estimated useful lives: Intangible asset Fair Value Accumulated Amortization Carrying Value Estimated Useful Life (years) Customer relationships $ 6,969,000 $ 1,485,000 $ 5,484,000 7-10 Non-compete 296,000 296,000 — 2 Brands 1,654,000 — 1,654,000 Indefinite $ 8,919,000 $ 1,781,000 $ 7,138,000 Amortization expense associated with intangible assets for the three months ended December 31, 2015 and 2014 was $193,000 and $197,000 , respectively. The estimated future amortization expense of the above intangible assets for the next five fiscal years and thereafter is as follows: Year ending 2016 $ 543,000 2017 721,000 2018 721,000 2019 721,000 2020 721,000 Thereafter 2,057,000 Total $ 5,484,000 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and other accrued expenses as of December 31, 2015 and September 30, 2015 consist of the following: December 31, September 30, Legal $ 559,000 $ 807,000 Audit 490,000 552,000 Telecommunications 208,000 201,000 Data services 237,000 384,000 Regulatory 605,000 640,000 Settlements 740,000 817,000 Deferred rent 20,000 33,000 Contingent consideration payable 511,000 534,000 Other 2,126,000 2,634,000 Total $ 5,496,000 $ 6,602,000 |
Per Share Data
Per Share Data | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Per Share Data | PER SHARE DATA Basic net (loss) income per share of common stock attributable to the Company is computed on the basis of the weighted average number of shares of common stock outstanding. Diluted net income per share is computed on the basis of such weighted average number of shares of common stock outstanding plus the dilutive effect of incremental shares of common stock potentially issuable under outstanding options, warrants and unvested restricted stock units utilizing the treasury stock method. A reconciliation of basic and diluted common shares used in the computation of per share data follows: Three Month Period Ended 2015 2014 Basic weighted average shares 12,446,064 12,445,479 Effect of dilutive securities: Options — 25,625 Unvested restricted stock units — 20,506 Diluted weighted-average shares 12,446,064 12,491,610 The following potential common share equivalents are not included in the above diluted computation because to do so would be anti-dilutive: Three Month Periods Ended December 31, 2015 2014 Options 1,354,500 1,128,000 Warrants — 89,676 Total 1,354,500 1,217,676 |
Off Balance Sheet Risk and Conc
Off Balance Sheet Risk and Concentration of Credit Risk | 3 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Off Balance Sheet Risk and Concentration of Credit Risk | OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK The Company through its subsidiaries is engaged in trading and providing a broad range of securities brokerage and investment services to a diverse group of retail and institutional clientele, as well as corporate finance and investment banking services to corporations and businesses. Counterparties to the Company’s business activities include broker-dealers and clearing organizations, banks and other financial institutions. The Clearing brokers are used to process transactions and maintain customer accounts on a fee basis for the Company. Clearing firms extend credit to the Company's clientele secured by cash and securities in the client’s account. The Company’s exposure to credit risk associated with the non-performance by its customers and counterparties in fulfilling their contractual obligations can be directly impacted by volatile or illiquid trading markets, which may impair the ability of customers and counterparties to satisfy their obligations to the Company. The Company has agreed to indemnify the clearing brokers for losses they incur while extending credit to the Company’s clients. It is the Company’s policy to review, periodically and as necessary, the credit standing of its customers and counterparties. Amounts due from customers that are considered uncollectible by the clearing broker are charged back to the Company by the clearing broker when such amounts become determinable. Upon notification of a charge back, such amounts, in total or in part, are then either (i) collected from the customers, (ii) charged to the broker initiating the transaction, and/or (iii) charged to operations, based on the particular facts and circumstances. The Company maintains cash in bank deposits, which, at times, may exceed federally insured limits. In the event of a financial institution’s insolvency, the recovery of cash may be limited. The Company has not experienced and does not expect to experience losses on such accounts. A short sale involves the sale of a security that is not owned in the expectation of purchasing the same security (or a security exchangeable into the same security) at a later date at a lower price. A short sale involves the risk of a theoretically unlimited increase in the market price of the security that would result in a theoretically unlimited loss. |
New Accounting Guidance
New Accounting Guidance | 3 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Guidance | NEW ACCOUNTING GUIDANCE In July 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The update requires the netting of unrecognized tax benefits against a deferred tax asset for the loss or other carryforward that would apply in settlement of the uncertain tax positions. The new guidance was effective for the Company beginning October 1, 2014. The adoption did not have any impact on the Company’s financial statements. In April 2014, the FASB issued ASU 2014-8, which changes the requirement for reporting discontinued operations. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results. ASU 2014-08, which is to be applied prospectively to all new disposals of components and new classifications as held for sale, will become effective in annual periods beginning on or after December 15, 2014 and interim periods within those annual periods with early adoption allowed. The Company adopted ASU 2014-08 on October 1, 2015 which did not have any impact on its financial statements. In May 2014, the FASB issued an accounting standard update on revenue recognition. The new guidance creates a single, principle-based model for revenue recognition and expands and improves disclosures about revenue. The new guidance is effective for the Company beginning October 1, 2018, and must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. The Company is currently evaluating the potential impact of this standard on its financial statements. In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718), which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 will become effective for the Company beginning after October 1, 2016 and early adoption is permitted. The Company does not anticipate that the adoption of ASU 2014-12 will have a material impact on its financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Leases The Company leases office space in various states expiring at various dates through August 2025, and as of December 31, 2015 , is committed under operating leases for future minimum lease payments as follows: Fiscal Year Ending Rental Expense Less, Sublease Income Net 2016 $ 2,522,000 $ 105,000 $ 2,417,000 2017 2,555,000 84,000 2,471,000 2018 1,887,000 — 1,887,000 2019 1,082,000 — 1,082,000 2020 907,000 — 907,000 Thereafter 852,000 — 852,000 $ 9,805,000 $ 189,000 $ 9,616,000 The total amount of rent payable under the leases is recognized on a straight line basis over the term of the leases. As of December 31, 2015 and September 30, 2015 , the Company has recognized deferred rent payable of $20,000 and $33,000 , respectively, which is included in “Accounts payable and other liabilities” in the condensed consolidated statements of financial condition. Rental expense under all operating leases for the three months ended December 31, 2015 and December 31, 2014 was $956,000 and $996,000 respectively. Sublease income under all operating subleases for the three months ended December 31, 2015 and 2014 was approximately $36,000 and $35,000 , respectively. As of December 31, 2015 , the Company and its subsidiaries had outstanding two letters of credit, which have been issued in the maximum amount of $218,000 as security for property leases, and which are collateralized by the restricted cash as reflected in the statements of financial condition. Litigation and Regulatory Matters The Company and its subsidiaries are defendants or respondents in various pending and threatened arbitrations, administrative proceedings and lawsuits seeking compensatory damages. Several cases have no stated alleged damages. Claim amounts are infrequently indicative of the actual amounts the Company will be liable for, if any. Further, the Company has a history of collecting amounts awarded in these types of matters from its registered representatives that are still affiliated, as well as from those that are no longer affiliated. Many of these claimants also seek, in addition to compensatory damages, punitive or treble damages, and all seek interest, costs and fees. These matters arise in the normal course of business. The Company intends to vigorously defend itself in these actions, and the ultimate outcome of these matters cannot be determined at this time. Liabilities for potential losses from complaints, legal actions, government investigations and proceedings are established where management believes that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In making these decisions, management bases its judgments on its knowledge of the situations, consultations with legal counsel and its historical experience in resolving similar matters. In many lawsuits, arbitrations and regulatory proceedings, it is not possible to determine whether a liability has been incurred or to estimate the amount of that liability until the matter is close to resolution. However, accruals are reviewed regularly and are adjusted to reflect management’s estimates of the impact of developments, rulings, advice of counsel and any other information pertinent to a particular matter. Because of the inherent difficulty in predicting the ultimate outcome of legal and regulatory actions, management cannot predict with certainty the eventual loss or range of loss related to such matters. As of December 31, 2015 and September 30, 2015, the Company accrued approximately $740,000 and 817,000 , respectively. These amounts are included in accounts payable and other accrued expenses in the statements of financial condition. Awards ultimately paid, if any, may be covered by our errors and omissions insurance policy. While the Company will vigorously defend itself in these matters, and will assert insurance coverage and indemnification to the maximum extent possible, there can be no assurance that such matters will not have a material adverse impact on our financial position, results of operations or cash flows. The Company has included in "Professional fees" litigation and FINRA related expenses of $573,000 and 489,000 for the three months ended December 31, 2015 and 2014, respectively. |
Net Capital Requirements
Net Capital Requirements | 3 Months Ended |
Dec. 31, 2015 | |
Banking and Thrift [Abstract] | |
Net Capital Requirements | NET CAPITAL REQUIREMENTS National Securities is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1) ("the Rule"), which, among other things, requires the maintenance of minimum net capital. At December 31, 2015 , National Securities had net capital of $5,808,027 which was $5,558,027 in excess of its required net capital of $250,000 . National Securities is exempt from the provisions of the SEC's Rule 15c3-3 since it is an introducing broker-dealer that clears all transactions on a fully disclosed basis and promptly transmits all customer funds and securities to clearing brokers. vFinance Investments is also subject to the Rule, which, among other things, requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2015 , vFinance Investments had net capital of $2,493,789 which was $1,493,789 in excess of its required net capital of $1,000,000 . vFinance Investments percentage of aggregate indebtedness to net capital was 197.5% . vFinance Investments is exempt from the provisions of the SEC's Rule 15c3-3 since it is an introducing broker-dealer that clears all transactions on a fully disclosed basis and promptly transmits all customer funds and securities to clearing brokers. Advances, dividend payments and other equity withdrawals from its Broker-Dealer Subsidiaries are restricted by the regulations of the SEC, and other regulatory agencies. These regulatory restrictions may limit the amounts that a subsidiary may dividend or advance to the Company. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | STOCK BASED COMPENSATION Stock Options Information with respect to stock option activity during the three months ended December 31, 2015 follows: Options Weighted Average Exercise Price Per Share Weighted Average Grant- Date Fair Value Per Share Weighted Average Remaining Contractual term (years) Aggregate Intrinsic Value Outstanding at September 30, 2015 1,370,000 $ 6.34 $ 1.14 4.12 $ — Forfeited or expired (15,500 ) $ 5.00 $ 2.30 8.04 $ — Outstanding at December 31, 2015 1,354,500 $ 6.35 $ 1.13 3.67 $ — Vested and exercisable at December 31, 2015 1,232,500 $ 6.44 $ 1.03 3.45 $ — During the three months ended December 31, 2015 and 2014 the Company recognized compensation expense of $37,000 and $168,000 , respectively, related to stock options (and restricted stock units in 2014), and at December 31, 2015 had approximately $100,000 of unamortized compensation costs related to non-vested stock options, which will be recognized by 2017. |
Share Repurchase
Share Repurchase | 3 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Share Repurchase | SHARE REPURCHASE In August 2015, the Company’s Board of Directors authorized the repurchase of up to $2 million of the Company’s common stock. Share repurchases, if any, will be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The Company's Board did not stipulate an expiration date for this repurchase and the purchase decisions are at the discretion of the Company's management. During the three months ended December 31, 2015, the Company repurchased 33,933 commons shares at a cost of approximately $86,000 . Since inception, the Company has repurchased 80,576 shares at a total cost of approximately $231,000 . Such shares have been retired. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company files a consolidated federal income tax return and certain combined state and local income tax returns with its subsidiaries. Income tax (benefit) expense for the three -month periods ended December 31, 2015 and 2014 is based on the Company's estimated annual effective tax rate. At December 31, 2015 , the Company had a net deferred tax asset of 11,873,000 , principally comprised of net operating loss carryforwards. Management believes that is more likely than not that its deferred tax assets will be realized and, accordingly, has not provided a valuation allowance against such amount. |
Segment Information
Segment Information | 3 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company has two reportable segments. The brokerage and advisory services segment includes broker-dealer and investment advisory services, the sale of insurance products and licensed mortgage brokerage services provided by the Broker-Dealer Subsidiaries, NAM, National Insurance and GC. The tax and accounting services segment includes tax preparation and accounting services provided by Gilman. The Corporate pre-tax loss consists of certain expenses that have not been allocated to reportable segments. Segment information for the three months ended December 31, 2015 and 2014 is as follows: Brokerage and Tax and Corporate Total Three Months Ended December 31, 2015 Revenues $ 38,722,000 $ 900,000 $ — $ 39,622,000 Pre-tax income (loss) 1,023,000 (1,158,000 ) (509,000 ) (a) (644,000 ) Assets 40,716,000 2,929,000 18,160,000 (b) 61,805,000 Depreciation and amortization 199,000 45,000 56,000 300,000 Interest 1,000 — — 1,000 Capital expenditures 106,000 18,000 27,000 151,000 2014 Revenues $ 40,442,000 $ 759,000 $ — $ 41,201,000 Pre-tax income (loss) 1,985,000 (630,000 ) (840,000 ) (a) 515,000 Assets 36,696,000 6,604,000 20,082,000 (b) 63,382,000 Depreciation and amortization 110,000 7,000 157,000 274,000 Interest 4,000 — — 4,000 Capital expenditures 204,000 — — 204,000 (a) Consists of expenses not allocated to reportable segments. (b) Consists principally of deferred tax asset, intangibles and goodwill. |
New Accounting Guidance (Polici
New Accounting Guidance (Policies) | 3 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Guidance | In July 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The update requires the netting of unrecognized tax benefits against a deferred tax asset for the loss or other carryforward that would apply in settlement of the uncertain tax positions. The new guidance was effective for the Company beginning October 1, 2014. The adoption did not have any impact on the Company’s financial statements. In April 2014, the FASB issued ASU 2014-8, which changes the requirement for reporting discontinued operations. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results. ASU 2014-08, which is to be applied prospectively to all new disposals of components and new classifications as held for sale, will become effective in annual periods beginning on or after December 15, 2014 and interim periods within those annual periods with early adoption allowed. The Company adopted ASU 2014-08 on October 1, 2015 which did not have any impact on its financial statements. In May 2014, the FASB issued an accounting standard update on revenue recognition. The new guidance creates a single, principle-based model for revenue recognition and expands and improves disclosures about revenue. The new guidance is effective for the Company beginning October 1, 2018, and must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. The Company is currently evaluating the potential impact of this standard on its financial statements. In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718), which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 will become effective for the Company beginning after October 1, 2016 and early adoption is permitted. The Company does not anticipate that the adoption of ASU 2014-12 will have a material impact on its financial statements. |
Forgivable Loans Receivable (Ta
Forgivable Loans Receivable (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Forgivable loan activity | Forgivable loan activity for the three months ended December 31, 2015 is as follows: Balance, October 1, 2015 $ 1,368,000 Advances 136,000 Amortization (141,000 ) Balance, December 31, 2015 $ 1,363,000 |
Securities Owned and Securiti26
Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Schedule of Investments [Abstract] | |
Schedule of fair values of securities owned by the Broker-Dealer Subsidiaries, and securities sold, not yet purchased | Classification of securities are as follows: As of December 31, 2015 Securities owned at fair value Level 1 Level 2 Level 3 Total Corporate stocks $ 44,000 — — $ 44,000 Municipal bonds 479,000 — — 479,000 Restricted stock and warrants — 149,000 36,000 185,000 $ 523,000 $ 149,000 $ 36,000 $ 708,000 Securities sold, not yet purchased at fair value Level 1 Level 2 Level 3 Total Corporate stocks $ 5,000 $ — $ — $ 5,000 As of September 30, 2015 Securities owned at fair value Level 1 Level 2 Level 3 Total Corporate stocks $ 44,000 — — $ 44,000 Municipal bonds 638,000 — — 638,000 Restricted stock — 205,000 — 205,000 $ 682,000 $ 205,000 $ — $ 887,000 Securities sold, but not yet purchased at fair value Level 1 Level 2 Level 3 Total Corporate stocks $ 32,000 — — $ 32,000 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Fixed assets as of December 31, 2015 and September 30, 2015 consist of the following: December 31, September 30, Estimated Useful Lives (In Years) Equipment $ 679,000 $ 539,000 5 Furniture and fixtures 162,000 162,000 5 Leasehold improvements 608,000 598,000 Lesser of useful Capital leases (primarily composed of computer equipment) 453,000 452,000 5 1,902,000 1,751,000 Less accumulated depreciation and amortization (1,146,000 ) (1,039,000 ) Fixed assets – net $ 756,000 $ 712,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets acquired | The following table presents intangible assets, principally acquired in the Company's acquisition of Gilman in October 2013, their carrying amount as of December 31, 2015 and their estimated useful lives: Intangible asset Fair Value Accumulated Amortization Carrying Value Estimated Useful Life (years) Customer relationships $ 6,969,000 $ 1,485,000 $ 5,484,000 7-10 Non-compete 296,000 296,000 — 2 Brands 1,654,000 — 1,654,000 Indefinite $ 8,919,000 $ 1,781,000 $ 7,138,000 |
Schedule of estimated future amortization expense of intangible assets | The estimated future amortization expense of the above intangible assets for the next five fiscal years and thereafter is as follows: Year ending 2016 $ 543,000 2017 721,000 2018 721,000 2019 721,000 2020 721,000 Thereafter 2,057,000 Total $ 5,484,000 |
Accounts Payable and Accrued 29
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and other accrued expenses | Accounts payable and other accrued expenses as of December 31, 2015 and September 30, 2015 consist of the following: December 31, September 30, Legal $ 559,000 $ 807,000 Audit 490,000 552,000 Telecommunications 208,000 201,000 Data services 237,000 384,000 Regulatory 605,000 640,000 Settlements 740,000 817,000 Deferred rent 20,000 33,000 Contingent consideration payable 511,000 534,000 Other 2,126,000 2,634,000 Total $ 5,496,000 $ 6,602,000 |
Per Share Data (Tables)
Per Share Data (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of earnings per share | A reconciliation of basic and diluted common shares used in the computation of per share data follows: Three Month Period Ended 2015 2014 Basic weighted average shares 12,446,064 12,445,479 Effect of dilutive securities: Options — 25,625 Unvested restricted stock units — 20,506 Diluted weighted-average shares 12,446,064 12,491,610 |
Schedule of potential common share equivalents not included in diluted computation | The following potential common share equivalents are not included in the above diluted computation because to do so would be anti-dilutive: Three Month Periods Ended December 31, 2015 2014 Options 1,354,500 1,128,000 Warrants — 89,676 Total 1,354,500 1,217,676 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments under operating leases | The Company leases office space in various states expiring at various dates through August 2025, and as of December 31, 2015 , is committed under operating leases for future minimum lease payments as follows: Fiscal Year Ending Rental Expense Less, Sublease Income Net 2016 $ 2,522,000 $ 105,000 $ 2,417,000 2017 2,555,000 84,000 2,471,000 2018 1,887,000 — 1,887,000 2019 1,082,000 — 1,082,000 2020 907,000 — 907,000 Thereafter 852,000 — 852,000 $ 9,805,000 $ 189,000 $ 9,616,000 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | Information with respect to stock option activity during the three months ended December 31, 2015 follows: Options Weighted Average Exercise Price Per Share Weighted Average Grant- Date Fair Value Per Share Weighted Average Remaining Contractual term (years) Aggregate Intrinsic Value Outstanding at September 30, 2015 1,370,000 $ 6.34 $ 1.14 4.12 $ — Forfeited or expired (15,500 ) $ 5.00 $ 2.30 8.04 $ — Outstanding at December 31, 2015 1,354,500 $ 6.35 $ 1.13 3.67 $ — Vested and exercisable at December 31, 2015 1,232,500 $ 6.44 $ 1.03 3.45 $ — |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Segment information for the three months ended December 31, 2015 and 2014 is as follows: Brokerage and Tax and Corporate Total Three Months Ended December 31, 2015 Revenues $ 38,722,000 $ 900,000 $ — $ 39,622,000 Pre-tax income (loss) 1,023,000 (1,158,000 ) (509,000 ) (a) (644,000 ) Assets 40,716,000 2,929,000 18,160,000 (b) 61,805,000 Depreciation and amortization 199,000 45,000 56,000 300,000 Interest 1,000 — — 1,000 Capital expenditures 106,000 18,000 27,000 151,000 2014 Revenues $ 40,442,000 $ 759,000 $ — $ 41,201,000 Pre-tax income (loss) 1,985,000 (630,000 ) (840,000 ) (a) 515,000 Assets 36,696,000 6,604,000 20,082,000 (b) 63,382,000 Depreciation and amortization 110,000 7,000 157,000 274,000 Interest 4,000 — — 4,000 Capital expenditures 204,000 — — 204,000 (a) Consists of expenses not allocated to reportable segments. (b) Consists principally of deferred tax asset, intangibles and goodwill. |
Basis of Presentation Details)
Basis of Presentation Details) | 1 Months Ended |
Feb. 28, 2015 | |
Common Stock | |
Business Acquisition [Line Items] | |
Reverse stock split ratio | 0.1 |
Receivables from Broker-Deale35
Receivables from Broker-Dealers and Clearing Organizations and Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Brokers and Dealers [Abstract] | ||
Receivables from broker-dealers and clearing organizations | $ 2,742 | $ 3,078 |
Other receivables, net | 4,531 | 3,709 |
Allowance for doubtful accounts receivable | $ 542 | $ 573 |
Forgivable Loans Receivable - N
Forgivable Loans Receivable - Narrative (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Forgiveness of Loans | $ 141,000 | $ 66,000 | |
Allowance for doubtful accounts receivable | 542,000 | $ 573,000 | |
Loans Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | |
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable, interest range | 9.00% |
Forgivable Loans Receivable - F
Forgivable Loans Receivable - Forgivable Loan Activity (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Forgivable Loan Activity [Roll Forward] | |
Beginning balance | $ 3,709 |
Ending balance | 4,531 |
Advances to Registered Representatives | |
Forgivable Loan Activity [Roll Forward] | |
Beginning balance | 1,368 |
Advances | 136 |
Amortization | (141) |
Ending balance | $ 1,363 |
Securities Owned and Securiti38
Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | $ 708 | $ 887 |
Level 1 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 523 | 682 |
Level 2 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 149 | 205 |
Level 3 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 36 | 0 |
Corporate stocks | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 44 | 44 |
Securities sold, not yet purchased at fair value | 5 | 32 |
Corporate stocks | Level 1 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 44 | 44 |
Securities sold, not yet purchased at fair value | 5 | 32 |
Corporate stocks | Level 2 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 0 | 0 |
Securities sold, not yet purchased at fair value | 0 | 0 |
Corporate stocks | Level 3 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 0 | 0 |
Securities sold, not yet purchased at fair value | 0 | 0 |
Municipal bonds | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 479 | 638 |
Municipal bonds | Level 1 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 479 | 638 |
Municipal bonds | Level 2 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 0 | 0 |
Municipal bonds | Level 3 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 0 | 0 |
Restricted stock and warrants | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 185 | 205 |
Restricted stock and warrants | Level 1 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 0 | 0 |
Restricted stock and warrants | Level 2 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | 149 | 205 |
Restricted stock and warrants | Level 3 | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities owned at fair value | $ 36 | $ 0 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 1,902 | $ 1,751 | |
Less accumulated depreciation and amortization | (1,146) | (1,039) | |
Fixed assets – net | 756 | 712 | |
Depreciation and amortization | 107 | $ 77 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 679 | 539 | |
Estimated Useful Lives (In Years) | 5 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 162 | 162 | |
Estimated Useful Lives (In Years) | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 608 | 598 | |
Capital leases (primarily composed of computer equipment) | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 453 | $ 452 | |
Estimated Useful Lives (In Years) | 5 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Contingent consideration payable | $ 511,000 | $ 534,000 | ||
Increase in estimate of contingent liability | 4,000 | $ 0 | ||
Amortization expense | 193,000 | $ 197,000 | ||
Certain Assets of a Tax Preparation and Accounting Business | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration payable | $ 569,000 | |||
Earn-out period | 48 months | |||
Maximum contingent consideration payable | $ 640,000 | |||
Increase in estimate of contingent liability | 4,000 | |||
Partial payment of contingent consideration | $ 27,000 | |||
Certain Assets of a Tax Preparation and Accounting Business | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Amortization period of intangible assets | 7 years |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets Acquired (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 8,919 |
Accumulated Amortization | 1,781 |
Carrying Value | 7,138 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | 6,969 |
Accumulated Amortization | 1,485 |
Carrying Value | 5,484 |
Non-compete | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | 296 |
Accumulated Amortization | 296 |
Carrying Value | $ 0 |
Estimated Useful Life (years) | 2 years |
Brands | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 1,654 |
Carrying Value | $ 1,654 |
Minimum | Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (years) | 7 years |
Maximum | Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (years) | 10 years |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Total | $ 7,138 |
Gilman | |
Business Acquisition [Line Items] | |
2,016 | 543 |
2,017 | 721 |
2,018 | 721 |
2,019 | 721 |
2,020 | 721 |
Thereafter | 2,057 |
Total | $ 5,484 |
Accounts Payable and Accrued 43
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Payables and Accruals [Abstract] | ||
Legal | $ 559 | $ 807 |
Audit | 490 | 552 |
Telecommunications | 208 | 201 |
Data services | 237 | 384 |
Regulatory | 605 | 640 |
Settlements | 740 | 817 |
Deferred rent | 20 | 33 |
Contingent consideration payable | 511 | 534 |
Other | 2,126 | 2,634 |
Total | $ 5,496 | $ 6,602 |
Per Share Data - Earnings Per S
Per Share Data - Earnings Per Share (Details) - shares | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Denominator: | ||
Basic weighted average shares (in shares) | 12,446,064 | 12,445,479 |
Effect of dilutive securities: | ||
Diluted weighted-average shares (in shares) | 12,446,064 | 12,491,610 |
Options | ||
Effect of dilutive securities: | ||
Dilutive securities (in shares) | 0 | 25,625 |
Unvested restricted stock units | ||
Effect of dilutive securities: | ||
Dilutive securities (in shares) | 0 | 20,506 |
Per Share Data - Potential Comm
Per Share Data - Potential Common Share Equivalents (Details) - shares | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,354,500 | 1,217,676 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,354,500 | 1,128,000 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 89,676 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Rental Expense | |
2,016 | $ 2,522 |
2,017 | 2,555 |
2,018 | 1,887 |
2,019 | 1,082 |
2,020 | 907 |
Thereafter | 852 |
Total | 9,805 |
Less, Sublease Income | |
2,016 | 105 |
2,017 | 84 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
Thereafter | 0 |
Total | 189 |
Net | |
2,016 | 2,417 |
2,017 | 2,471 |
2,018 | 1,887 |
2,019 | 1,082 |
2,020 | 907 |
Thereafter | 852 |
Total | $ 9,616 |
Commitments and Contingencies47
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Loss Contingencies [Line Items] | |||
Deferred rent | $ 20,000 | $ 33,000 | |
Rental expense | 956,000 | $ 996,000 | |
Sublease income | 36,000 | 35,000 | |
Pending And Threatend Litigation | Professional Fees | |||
Loss Contingencies [Line Items] | |||
Legal fees | 573,000 | $ 489,000 | |
Letter of Credit | |||
Loss Contingencies [Line Items] | |||
Maximum borrowing capacity | 218,000 | ||
Accounts payable and other liabilities | |||
Loss Contingencies [Line Items] | |||
Deferred rent | 20,000 | 33,000 | |
Accounts payable and other liabilities | Pending And Threatend Litigation | |||
Loss Contingencies [Line Items] | |||
Accrued legal fees and potential settlements | $ 740,000 | $ 817,000 |
Net Capital Requirements (Detai
Net Capital Requirements (Details) | Dec. 31, 2015USD ($) |
National Securities | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Net capital | $ 5,808,027 |
Excess net capital | 5,558,027 |
National Securities | SEC Requirement | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Minimum net capital required | 250,000 |
vFinance Investments | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Net capital | 2,493,789 |
Excess net capital | $ 1,493,789 |
Actual ratio of indebtedness to net capital | 197.50% |
vFinance Investments | SEC Requirement | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Minimum net capital required | $ 1,000,000 |
vFinance Investments | Maximum | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | |
Required ratio of indebtedness to net capital | 15 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | |
Options | ||||
Beginning balance (in shares) | 1,354,500 | 1,354,500 | 1,370,000 | |
Forfeited or expired (in shares) | (15,500) | |||
Ending balance (in shares) | 1,354,500 | |||
Vested and exercisable balance (in shares) | 1,232,500 | |||
Weighted Average Exercise Price Per Share | ||||
Beginning balance (in dollars per share) | $ 6.34 | |||
Forfeited or expired (in dollars per share) | 5 | |||
Ending balance (in dollars per share) | 6.35 | |||
Vested and exercisable (in dollars per share) | $ 6.44 | |||
Weighted Average Grant- Date Fair Value Per Share | ||||
Beginning balance (in dollars per share) | 1.14 | |||
Forfeited or expired (in dollars per share) | 2.30 | |||
Ending balance (in dollars per share) | $ 1.13 | |||
Vested and exercisable (in dollars per share) | $ 1.03 | |||
Weighted Average Remaining Contractual Term | ||||
Balance outstanding | 3 years 8 months 3 days | 4 years 1 month 13 days | ||
Forfeited or expired | 8 years 15 days | |||
Vested and exercisable | 3 years 5 months 12 days | |||
Aggregate Intrinsic Value | ||||
Balance outstanding | $ 0 | $ 0 | ||
Vested and exercisable | $ 0 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 37 | $ 168 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unamortized compensation costs | $ 100 |
Share Repurchase (Details)
Share Repurchase (Details) - USD ($) | 3 Months Ended | 5 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Aug. 31, 2015 | |
Equity [Abstract] | |||
Value of shares to be repurchased (up to) | $ 2,000,000 | ||
Shares repurchased and retired (in shares) | 33,933 | 80,576 | |
Shares repurchased and retired | $ 86,000 | $ 231,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset, net | $ 11,873,000 | $ 11,662,000 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 2 | ||
Segment Reporting Information [Line Items] | |||
Revenues | $ 39,622,000 | $ 41,201,000 | |
Pre-tax income (loss) | (644,000) | 515,000 | |
Assets | 61,805,000 | 63,382,000 | $ 63,382,000 |
Depreciation and amortization | 300,000 | 274,000 | |
Interest | 1,000 | 4,000 | |
Capital expenditures | 151,000 | 204,000 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Pre-tax income (loss) | (509,000) | (840,000) | |
Assets | 18,160,000 | 20,082,000 | |
Depreciation and amortization | 56,000 | 157,000 | |
Interest | 0 | 0 | |
Capital expenditures | 27,000 | 0 | |
Brokerage and Advisory Services | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 38,722,000 | 40,442,000 | |
Pre-tax income (loss) | 1,023,000 | 1,985,000 | |
Assets | 40,716,000 | 36,696,000 | |
Depreciation and amortization | 199,000 | 110,000 | |
Interest | 1,000 | 4,000 | |
Capital expenditures | 106,000 | 204,000 | |
Tax and Accounting Services | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 900,000 | 759,000 | |
Pre-tax income (loss) | (1,158,000) | (630,000) | |
Assets | 2,929,000 | 6,604,000 | |
Depreciation and amortization | 45,000 | 7,000 | |
Interest | 0 | 0 | |
Capital expenditures | $ 18,000 | $ 0 |