Exhibit 99.1

NATIONAL HOLDINGS CORPORATION REPORTS FISCAL THIRD QUARTER 2013 RESULTS

Business continues to gain momentum with two consecutive quarters of net income and six consecutive quarters of EBITDA

Year to date net income of $1.3 million compared with a net loss of $2.2 million in the same period last year

Announced definitive agreement to acquire Gilman Ciocia in June 2013

NEW YORK, August 13, 2013 – National Holdings Corporation (OTC BB: NHLD) (”National Holdings” or the “Company”), a full-service investment banking and asset management firm, today announced financial results for the Company’s fiscal third quarter and nine months ended June 30, 2013.

Fiscal Third Quarter and Year-to-Date Highlights

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Increased revenues by approximately 5% to $32.7 million, compared with revenues of $31.1 million in the prior year quarter

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Generated net income of $0.8 million, or $0.01 per diluted share and $1.3 million, or $0.02 per diluted share for the fiscal third quarter and nine months ended June 30, 2013, compared with $0.7 million, or $0.02 per diluted share and a loss of $2.2 million, or $0.09 per diluted share for the same periods last year.

●

Reported Adjusted EBITDA, a non-GAAP measure, of $1.2 million and $2.9 million for the fiscal third quarter and nine months ended June 30, 2013, compared with $1.2 million and $1.3 million for the same periods last year.

●

Signed a definitive agreement to acquire Gilman Ciocia in a stock transaction, which will further strengthen National Holdings’ retail brokerage and enhances the Company’s platform in the area of financial planning services and tax preparation

Mark D. Klein, National Holdings’ Chief Executive Officer and Co-Executive Chairman, commented, “We achieved revenue growth of approximately 5%, net income of $0.8 million and our sixth consecutive quarter of EBITDA. The Company’s strong performance supports our ongoing business strategy focused on enhancing revenues and improving profitability through shifting to higher margin products and reducing costs. We also signed a definitive agreement to acquire Gilman Ciocia, which we expect to increase our retail brokerage operations to more than 825 registered representatives and expand our products and service offerings. Looking back on a pro forma trailing twelve-month basis, our combined revenues would have been approximately 31% higher with a significantly enhanced adjusted EBITDA. With ample cash and no debt, we remain well positioned financially as we execute our strategy to further expand our business across the retail brokerage, investment banking and institutional sales and market making platforms.”

Fiscal Third Quarter 2013 Financial Review

National Holdings reported fiscal third quarter 2013 total revenue of $32.7 million, an increase of 5% from revenue of $31.1 million reported in the fiscal third quarter of 2012.

Operating expenses were $31.9 million in the third fiscal quarter of 2013. This represents a $1.4 million, or 4% increase in expenses, compared with $30.4 million in the fiscal third quarter of 2012. The increase in expenses was consistent with higher revenues, due primarily to higher commissions, offset by reductions in other expenses and an improvement of approximately 50 basis points in contribution margin.

The Company uses Earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA to provide greater clarity regarding the operating performance of the business by removing non operating expenses such as Interest, taxes, depreciation and amortization as well as, amortization of forgivable loans and other one- time expenses as it deems appropriate to evaluate the operating performance of the Company, as defined in the Non-GAAP Financial Measures section below. On this basis, National Holdings reported fiscal third quarter 2013 Adjusted EBITDA of $1.2 million, compared with $1.2 million also reported in the fiscal third quarter of 2012.

On a GAAP basis, net income for the fiscal third quarter was $0.8 million, or $0.01 per basic and diluted share, compared with net income of $0.7 million, or $0.03 per basic and $0.02 per share diluted, in the fiscal third quarter of 2012.

Nine Months Ended June 30, 2013 Financial Review

National Holdings reported 2013 year-to-date revenue of $92.1 million, an increase of 3% over year-to-date revenue of $89.7 million reported in 2012.

Operating expenses were $90.6 million for the nine months ended June 30, 2013. This represents a decrease of $183,000, compared with $90.8 million for the same nine months in 2012, despite the 3% increase in revenues. The decrease was primarily a result of an improvement of approximately 300 basis points in contribution margin combined with the Company’s continued concentration on managing expenses and increasing efficiencies within its brokerage operations, as well as other cost reductions in occupancy and equipment rental costs.

Adjusted EBITDA increased to $2.9 million in the nine months ended June 30, 2013, compared with EBITDA of $1.3 million in the nine months ended June 30, 2012.

On a GAAP basis, net income for the nine months ended June 30, 2013 was $1.3 million, or $0.02 per basic and diluted share, compared with a net loss of $2.2 million, or $0.09 per basic and diluted share in 2012.

Balance Sheet

As of June 30, 2013, National Holdings had $14.7 million in cash and cash equivalents. On January 25, 2013, the Company completed an offering of 29.45 million shares of its common stock that raised gross proceeds of $8.8 million.

Conference Call

National Holdings will host a conference call to discuss its fiscal third quarter 2013 earnings results on Tuesday, August 13, 2013, at 5:00 p.m. ET. To access the teleconference, please dial (706) 902-2067 (domestic and international) approximately ten minutes before the teleconference’s scheduled start time and reference ID # 28973372.

If you are unable to access the live teleconference, a replay will be available beginning approximately two hours after the call’s completion and available through August 20, 2013. The teleconference replay can be accessed by dialing (404) 537-3406 (domestic and international) and entering the ID# 28973372. An audio file replay will also be available on the investor relations portion of National Holding’s website at http://www.nhldcorp.com/investors.aspx.

National Holdings Corporation is a full-service investment banking and asset management firm that provides a range of services, including independent retail brokerage and advisory services, investment banking, institutional sales and trading and equity research, to corporations, institutional investors and high-net-worth clients. With over 1,000 Independent advisors, brokers, traders and sales associates, the Company is a leading Independent Advisor and Broker services company. National Holdings operates through four subsidiaries: National Securities Corporation, vFinance Investments, Inc., National Insurance Corporation and National Asset Management, Inc. The Company was founded in 1947 and is headquartered in New York and Florida. For more information, visit www.nhldcorp.com.

Safe Harbor Statements

This release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Information on significant potential risks and uncertainties that may also cause differences includes, but is not limited to, those mentioned by National Holdings from time to time in their filings with the SEC. The words “may,” “will,” “believe,” “estimate,” “expect,” “plan,” “intend,” “project,” “anticipate,” “could,” “would,” “should,” “seek,” “continue,” “pursue” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. National Holdings undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may be disclosed from time to time in our SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of our Annual Report on Form 10-K and in or periodic reports on Form 10-Q, and, therefore, readers should not place undue reliance on these forward-looking statements.

Contacts:

National Holdings Corporation

Mark Klein, 212-417-8210          

Chief Executive Officer and Co-Chairman

Or

Robert Fagenson, 212-847-3200

Executive Co-Chairman

Or

Prosek Partners

Nick Rust, 212-279-3115

nrust@prosek.com 

Source National Holdings Corporation

NATIONAL HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
ASSETS
		June 30,				September 30,
		2013				2012
Current Assets		(Unaudited)				(Audited)
Cash and cash equivalents		$	14,696,000			$	7,934,000
Deposit with clearing organizations			1,107,000				1,107,000
Receivables from broker-dealers and clearing organizations			3,617,000				3,650,000
Other receivables, net of allowance for uncollectible accounts			842,000				147,000
Advances to registered representatives - Current portion			490,000				249,000
Securities owned: marketable – at market value			618,000				696,000
Securities owned: non-marketable – at fair value			297,000				56,000
Other assets			787,000				520,000
Total Current Assets			22,454,000				14,359,000
Advances to registered representatives - Long term portion			366,000				641,000
Fixed assets, net			431,000				662,000
Intangible assets, net			0				466,000
Other assets - Long term portion			180,000				461,000
Total Assets		$	23,431,000			$	16,589,000
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable, accrued expenses and other liabilities		$	11,608,000			$	11,297,000
Payable to broker-dealers and clearing organizations			13,000				119,000
Securities sold, but not yet purchased, at market			11,000				1,000
Convertible notes payable			-				6,800,000
Subordinated borrowings - Related party			-				1,000,000
Total Current Liabilities			11,632,000				19,217,000
Accrued expenses and other liabilities - Long term portion			179,000				263,000
Total Liabilities			11,811,000				19,480,000
National Hodldings Corporation Stockholders' Equity (Deficit)
Series C and D, convertible preferred stock, $0.01 par value, 10,000,000 shares authorized, 0 issued and outstanding at June 30, 2013 and 94,169 at September 30, 2012			-				6,156,000
Common stock, $.02 par value, 150,000,000 shares authorized; 89,016,988 and 26,567,193 shares issued and outstanding at June 30, 2013 and September 30, 2012			1,780,000				531,000
Additional paid-in capital			64,466,000				46,184,000
Accumulated deficit			(54,647,000	)			(55,780,000	)
Total National Holdings Corporation Stockholders' Equity (Deficit)			11,599,000				(2,909,000	)
Non Controlling Interest			21,000				18,000
Total Stockholders' Equity (Deficit)			11,620,000				(2,891,000	)
Total Liabilities and Stockholders' Equity (Deficit)		$	23,431,000			$	16,589,000

NATIONAL HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Non-GAAP Financial Measures

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

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

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

National Holdings Corporation

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

(unaudited)

  

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2013				2012				2013				2012
Net income (loss), as reported		$	805,000			$	661,000			$	1,258,000			$	(2,202,000	)
Interest expense			10,000				213,000				240,000				764,000
Taxes			20,000				34,000				128,000				116,000
Depreciation			103,000				122,000				330,000				410,000
Amortization			155,000				155,000				466,000				466,000
EBITDA			1,093,000				1,185,000				2,422,000				(446,000	)
Non-cash compensation expense			-				1,000				-				10,000
Non-cash other administrative expense			-				-				125,000				450,000
Forgivable loan write down			77,000				61,000				212,000				204,000
Loss on disposition of joint venture			-				-				-				1,051,000
Loss on investment in unaffiliated entity			-				-				162,000				-
EBITDA, as adjusted		$	1,170,000			$	1,247,000			$	2,921,000			$	1,269,000

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