National Holdings Corporation Reports Record Revenues for Third Quarter Ended June 30, 2009

Positive Adjusted EBITDA Realized
NEW YORK--(Business Wire)--
National Holdings Corporation (OTCBB: NHLD), a full service investment banking
company operating through its wholly-owned subsidiaries, reported earnings for
its third fiscal quarter ended June 30, 2009. The Company will hold a conference
call to discuss its third quarter results on August 17, 2009 at 4:15 pm EST. The
conference call can be accessed live over the phone by dialing (866) 613-9208,
or for international callers, (973) 935-2048. A replay of the call will be
available through September 17, 2009 by dialing (800) 642-1687 or (706)
645-9291, the conference ID is 25238904.

Total revenues increased by $14,851,000, or 80%, for the third quarter ended
June 30, 2009 to $33,530,000, from $18,679,000 for the same period in 2008.
Total revenues increased by $30,626,000, or 55%, in the first nine months of
fiscal year 2009 to $85,954,000 from $55,328,000 in the first nine months of
fiscal year 2008. The increase in revenues is due primarily to the addition of
vFinance revenues as a result of the previously announced merger which was
completed in July 2008.

"We are extremely pleased that we were able to generate record revenues and
positive adjusted EBITDA," stated Mark Goldwasser, Chief Executive Officer. "In
the face of the constraint in the capital markets, we have been diligent in
managing our cash flow, we believe we are positioned to achieve success as the
markets continue to stabilize and improve."

"Diversified revenue streams, a focus on our costs, and leveraging on our core
competencies, contributed to our third quarter performance," stated Leonard J.
Sokolow, President. "Our goal is to continue to add organically and through
acquisition or mergers retail and institutional sales people, institutional
traders, money managers, investment bankers, and new customer assets."

The net income before interest, taxes, depreciation and amortization (EBITDA),
adjusted to exclude non-cash compensation expense and write down of forgivable
loans, was approximately $431,000 for the third quarter ended June 30, 2009,
representing a $705,000 improvement as compared to an EBITDA loss of
approximately $(274,000), adjusted to exclude non-cash compensation expense and
write down of forgivable loans, for the third quarter year ended June 30, 2008.
For the nine months ended June 30, 2009, EBITDA, adjusted to exclude non-cash
compensation expense and write down of forgivable loans, was approximately
($21,000), representing a $1,914,000 improvement as compared to an EBITDA loss
of approximately $(1,935,000), adjusted to exclude non-cash compensation expense
and write down of forgivable loans, for the first nine months of fiscal year
2008.

The Company reported a net loss of $868,000 in the third quarter of fiscal year
2009 compared to a net loss of $909,000 in the third quarter of fiscal year
2008. The net loss attributable to common stockholders in the third quarter of
fiscal year 2009 was $964,000, or $0.06 per common share, as compared to a net
loss attributable to common stockholders in the third quarter of fiscal year
2008 of $993,000, or $0.12 per common share. The net loss attributable to common
stockholders for both the third quarter of fiscal year 2009 and 2008 reflects
$96,000 and $84,000, respectively, of cumulative preferred stock dividends on
the Company`s preferred stock. The Company reported a net loss of $3,938,000 in
the first nine months of fiscal year 2009 compared to a net loss of $3,438,000
in the first nine months of fiscal year 2008. The net loss attributable to
common stockholders for the first nine months of fiscal year 2009 was
$4,203,000, or $0.25 per common share, as compared to a net loss attributable to
common stockholders for the first nine months of fiscal year 2008 of $3,691,000,
or $0.43 per common share. The net loss attributable to common stockholders for
both the first nine months of fiscal year 2009 and 2008 reflects $265,000 and
$253,000, respectively, of cumulative preferred stock dividends on the Company`s
preferred stock.

National Holdings Corporation is a holding company for National Securities
Corporation, vFinance Investments, Inc., EquityStation, Inc., National Asset
Management, Inc., and National Insurance Corporation. National Securities,
vFinance and EquityStation are broker-dealers registered with the SEC, and
members of FINRA and SIPC. vFinance is also a member of the NFA. The three
principal lines of business of the broker-dealers are offering full service
retail brokerage; providing investment banking, merger, acquisition and advisory
services to micro, small and mid-cap high growth companies; and trading
securities, including making markets in over 3,500 micro and small-cap stock,
distributing direct market access platforms, and providing liquidity in the
United States Treasury marketplace. National Asset Management is a
federally-registered investment advisor. National Insurance provides a full
array of fixed insurance products to its clients. For more information, please
visit our websites at www.nationalsecurities.com and www.vfinance.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.

NATIONAL HOLDINGS CORPORATION
(CONSOLIDATED)
FINANCIAL HIGHLIGHTS

Three Months Ended Nine Months Ended
June 30, June 30,
Unaudited Unaudited
2009 2008 2009 2008

Revenues $ 33,530,000 $ 18,679,000 $ 85,954,000 $ 55,328,000

Net loss $ (868,000 ) $ (909,000 ) $ (3,938,000 ) $ (3,438,000 )

Preferred stock dividends (96,000 ) (84,000 ) (265,000 ) (253,000 )

Net loss attributable to common stockholders $ (964,000 ) $ (993,000 ) $ (4,203,000 ) $ (3,691,000 )

Loss per share attributable to common stockholders - Basic $ (0.06 ) $ (0.12 ) $ (0.25 ) $ (0.43 )

Loss per share attributable to common stockholders - Diluted $ (0.06 ) $ (0.12 ) $ (0.25 ) $ (0.43 )

Weighted average number of shares outstanding - Basic 16,930,924 8,622,628 16,635,442 8,611,602

Weighted average number of shares outstanding - Diluted 16,930,924 8,622,628 16,635,442 8,611,602

NATIONAL HOLDINGS CORPORATION
(CONSOLIDATED)
EBITDA, as ADJUSTED (Unaudited)

Three Months Ended Nine Months Ended
June 30, June 30,
(Unaudited) (Unaudited)
2009 2008 2009 2008

Net loss, as reported $ (868,000 ) $ (909,000 ) $ (3,938,000 ) $ (3,438,000 )

Interest expense 291,000 176,000 926,000 319,000

Taxes 29,000 63,000 106,000 169,000

Depreciation 189,000 45,000 551,000 146,000

Amortization 162,000 - 466,000 -

EBITDA (197,000 ) (625,000 ) (1,889,000 ) (2,804,000 )

Non-cash compensation expense 237,000 54,000 710,000 83,000

EBITDA, as adjusted 40,000 (571,000 ) (1,179,000 ) (2,721,000 )

Forgivable loan write down 391,000 297,000 1,158,000 786,000

EBITDA, as adjusted with forgivable loan amortization $ 431,000 $ (274,000 ) $ (21,000 ) $ (1,935,000 )

Earnings before interest, taxes, depreciation and amortization, or EBITDA,
adjusted for non-cash compensation expense and amortization of forgivable loans,
is a key metric the Company uses in evaluating its financial performance. EBITDA
is considered a non-GAAP financial measure as defined by Regulation G
promulgated by the SEC pursuant to the Securities Act of 1933, as amended. The
Company considers EBITDA, as adjusted with forgivable loan amortization, an
important measure of its ability to generate cash flows to service debt, fund
capital expenditures and fund other corporate investing and financing
activities. EBITDA, as adjusted, eliminates the non-cash effect of tangible
asset depreciation and amortization of intangible assets and stock-based
compensation. EBITDA should be considered in addition to, rather than as a
substitute for, pre-tax income, net income and cash flows from operating
activities.

National Holdings Corporation
Mark Goldwasser, 212-417-8210
Chairman and Chief Executive Officer
or
Leonard J. Sokolow, 561-981-1005
Vice Chairman and President

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