National Holdings to buy tax preparer, pushing client assets to $9B

National Holdings Corp. said today it will acquire tax preparer Gilman Ciocia Inc., which includes 160 independent financial reps and advisers. The main business of National Holdings is its independent broker-dealer, National Securities Corp., which had 532 representatives and advisers, and gross revenue of $83.6 million in 2012. Gilman Ciocia, which has 26 company-owned offices and the same number of offices of independent financial planners and reps, had $37 million in total revenue and $3 billion in client assets last year. Client assets of the two companies will total $9 billion. Consolidated net revenue of the two totaled $157 million at March 31. Shareholders of Gilman Ciocia will receive up to 24 million shares of National Holdings, which will also assume up to $5.4 million in Gilman Ciocia debt. Both companies have thinly traded microcap shares and trade on the over-the-counter bulletin board. Gilman Ciocia' s broker-dealer is Prime Capital Services Inc. Mark Klein, chief executive of National Holdings, declined to comment specifically when asked whether Prime Capital will be shut down and all the reps moved to National Securities. “The transition hasn't been laid out to employees,” he said. “We anticipate creating certain synergies.” Mr. Klein said that Gilman Ciocia' s accounting practices are an intriguing entrée into the world of financial planning and investment advice. The acquisition is also part of National Holdings' longer-term plan to become profitable, he said. “We invested in National Holdings about a year ago and we raised a bit more money beginning this year,” Mr. Klein said. National Holdings currently has $120 million in annual revenue, he said. “That's break-even,” he said. “We felt we had an excellent platform to become profitable. We continue to build out the rep count, and there's ongoing consolidation in the independent-broker-dealer industry. And unlike other independent broker-dealers, we have investment banking a capital markets group.”