FIRST MONTAUK FINANCIAL CORP
10QSB, 1996-11-14
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                           SECURITIES AND EXCHANGE COMMISSION


                                     Washington, D.C.  20549
                                                            
                                             FORM 10-QSB
 
X         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended   September 30, 1996                        

                                                OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

     For the transition  period from to Commission File No. 0-6729 FIRST MONTAUK
FINANCIAL  CORP.  (Exact name of  registrant  as  specified  in its charter) New
Jersey 22-1737915 (State or other jurisdiction of (I.R.S. Employer incorporation
or organization)  Identification  Number) Parkway 109 Office Center,  328 Newman
Springs Rd., Red Bank, NJ 07701  (Address of principal  executive  offices) (Zip
Code) Registrant's telephone number,  including area code: (908) 842-4700 Former
name,  former  address and former  fiscal  year,  if changed  since last report.

Indicate by check mark whether the Registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No 8,169,479 Common Shares, no par
value were outstanding as of November 14, 1996.


                             
<PAGE>

                          FIRST MONTAUK FINANCIAL CORP.

                                  FORM 10-QSB

                               SEPTEMBER 30, 1996



                                                       INDEX

 
Page

PART I.   FINANCIAL INFORMATION:

         Item 1.  Financial Statements
           Consolidated Statement of Financial Condition
           as of September 30, 1996 and December 31, 1995   ..............  3

           Consolidated Statement of Income for the
            Nine Months ended September 30, 1996 and 1995
            and Three months ended September 30, 1996 and 1995 ........... 4-5
           Consolidated Statement of Cash Flows for the
            Nine Months ended September 30, 1996 and 1995 .............    6-7

            Notes to Financial Statements................................ 8-11

         Item 2.  Management's Discussion and Analysis of Financial
                      Condition and Results of Operations .............. 12-15


PART II.  OTHER INFORMATION:

         Item 5.  Other
Information............................................................ 16-17

         Item 6.  Exhibits and Reports on Form 8-K..................... 17

         Signatures.................................................... 18


<PAGE>
                          FIRST MONTAUK FINANCIAL CORP.
                                AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                                  September 30,                   December 31,
ASSETS                                1996                            1995

Cash and cash equivalents       $    981,679                    $   845,471
Securities owned, at market        4,037,716                      7,114,507
Commissions receivable               912,075                        383,868
Employee and broker receivables      814,097                        357,525
Fixed assets-net                   1,076,842                        804,668
Notes receivable - ECM               282,000                        282,000
Due from officers                    185,531                        155,524
Other assets                         771,846                        174,231
Deferred tax asset                      -                           369,173
                             ------------------          --------------------
     Total assets               $  9,061,786                    $10,486,967
                             ==================          ====================
LIABILITIES AND 
STOCKHOLDERS' 
EQUITY

Due to clearing firm            $    974,626                    $ 2,306,032
Securities sold, but not yet         197,583                        166,382
 purchased, at market 
Loans payable-bank                   183,769                         47,544
Commissions payable                1,491,374                      1,467,190
Accounts payable                     282,190                        389,312
Accrued expenses                     965,773                      1,392,115
Income taxes payable                  14,518                        621,690
Other liabilities                    428,621                        495,756
                             ------------------           --------------------
  Total liabilities                4,538,454                      6,886,021
                             ------------------           --------------------


Shares issued with guaranteed        335,000                            -
 resale price

Commitments and contingent 
liabilities (See Notes)

Stockholders' 
equity

Preferred Stock, 5,000,000 shares
 authorized, $.10 par value, no shares   
 issued and outstanding                  -                                -
Common Stock, no par value,
 15,000,000 shares authorized
 8,018,279 and 7,959,281 shares
 issued and outstanding,
 respectively                      3,201,727                         3,320,012
Additional paid-in capital           220,172                           220,172
Retained earnings                    766,433                            60,762
                             ------------------           --------------------
 Total stockholders' equity        4,188,332                         3,600,946
                             ------------------           --------------------
 Total liabilities and           $ 9,061,786                    $   10,486,967
  stockholders' equity       ==================           ====================




                       See notes to financial statements.
<PAGE>

                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME

                                            Nine months ended September 30,
                                              1996               1995
Revenues

Net firm trading gains                   $    6,663,900    $    6,947,684  
Commissions                                  19,299,827        12,198,847 
Investment banking                              482,663           194,855 
Interest and other income                       735,389           647,065
other income
                                        ------------------ --------------------
                                             27,181,779        19,988,451
                                        ------------------  -------------------
Expenses

Commissions, employee compensation           19,333,288        13,746,682  
Clearing and floor brokerage                  2,484,658         2,258,753   
Communications and occupancy                  1,150,870           869,677 
Other operating expenses                      2,940,004         1,618,416 
Interest                                         80,436           158,615 
                                        ------------------ -------------------
Income (loss) before income taxes             1,192,523         1,336,308 

Income taxes                                    486,852           533,431  
                                        ---------------     ----------------
Net income (loss)                      $        705,671    $      802,877 
                                        =================  ===================
Per share of
Common Stock:

   Net income                          $           0.08    $         0.10
                                        ================    =================
                                                                         
   Number of shares                           8,553,032         8,220,032

                                       ==================  ====================






                       See notes to financial statements.
<PAGE>

                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME

                                                                   
                                        Three months ended September 30,
                                          1996                  1995
Revenues

Net firm trading gains             $    1,143,117       $     2,826,631
Commissions                             5,478,920             5,055,209
Investment banking                        213,247                63,898
Interest and other income                 233,853               199,239

                                  ------------------   --------------------

                                        7,069,137             8,144,977
                                  -----------------    --------------------
Expenses

Commissions, employee compensation      5,156,889             5,533,745
 and benefits 
Clearing and floor brokerage              544,460               967,006
Communications and occupancy              431,887               336,895
Other operating expenses                1,480,963               654,228
Interest                                   22,358                39,775
                                 ------------------   --------------------
                                        7,636,557             7,531,649
                                 ------------------   --------------------

Income (loss) before income taxes       (567,420)               613,328

Income taxes                            (233,225)               247,615
                                 ------------------   --------------------
Net income (loss)               $       (334,195)               365,713
                                 ==================   ====================

Per share of Common Stock:

   Net income                   $          (0.04)    $             0.05
                                 ==================   ====================
   Number of shares                    7,943,339              8,005,739
                                 ==================   ====================












                       See notes to financial statements.


<PAGE>

                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                    Nine months ended September 30,
                                       1996             1995
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS

Cash flows from operating activities:
   Net income                    $    705,671     $      802,877
Adjustments to reconcile net
income to net cash used in
operating activities:
   Depreciation and amortization      168,800            121,405
   Shares issued with guaranteed      335,000               -
    resale price
   Commissions receivable            (528,207)          (159,584)
   Securities owned - at market     3,076,791         (1,330,883)
   Other assets                      (573,615)          (259,695)
   Deferred income taxes              369,173             28,204
   Due to clearing firm            (1,331,406)        (1,800,074)
   Securities sold but not yet         31,201          1,282,279
    purchased
   Commissions payable                 24,184            676,522
   Accounts payable                  (107,122)           586,563
   Accrued expenses                  (426,342)               -
   Income taxes payable              (607,172)           327,145
   Other liabilities                  (67,135)           113,362
                              ------------------  --------------------
       Total adjustments              364,150           (414,756)
                              ------------------  --------------------
       Net cash provided by         1,069,821            388,121
        operating activities  ------------------  --------------------

Cash flows from investing activities:
   Due from officers                  (30,007)            (6,177)
   Employee and broker receivables   (456,572)            38,180
   Investment in ECM                  (24,000)               -
   Capital expenditures              (440,974)          (218,111)
                              ------------------   --------------------
       Net cash used in              (951,553)          (186,108)
        investing activites 
                              ------------------  --------------------
Cash flows from financing activities:
  Proceeds from bank loan             179,625               -
  Payment of loans payable            (43,400)           (19,450)
  Purchase of common stock             28,731              1,680
  Repurchase of common stock         (147,016)           (89,238)
   Stock registration costs              -                (2,815)
                              ------------------   --------------------
   Net cash provided by (used          17,940           (109,823)
    in) financing activities  ------------------  --------------------
Net increase in cash and cash         136,208             92,190
 equivalents                          
Cash and cash equivalents at          845,471            673,951
 beginning of year
Cash and cash equivalents at end
 of period                    $       981,679     $      766,141
                              ==================   ====================
 







                       See notes to financial statements.
<PAGE>

                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
 
                                  (Continued)

                               Nine months ended September 30,
                                 1996              1995

Supplemental disclosures
 of cash flow information:
 Cash paid during the
  period for:
    Interest                $   80,436        $   158,615
    Income taxes            $1,019,000        $    64,470

Noncash transactions:
 
   Shares issued with
    guaranteed resale price $  335,000                                 



                       See notes to financial statements.



 

                                                              
<PAGE>

NOTE 1 -         MANAGEMENT REPRESENTATION

     The accompanying financial statements are unaudited for the interim period,
but include all adjustments (consisting only of normal recurring accruals) which
management considers necessary for the fair presentation of results at September
30,  1996 and 1995.  Moreover,  these  financial  statements  do not  purport to
contain  complete  disclosure in conformity with generally  accepted  accounting
principles  and  should  be read  in  conjunction  with  the  Company's  audited
financial  statements  at, and for the year ended December 31, 1995. The results
reflected for the nine month and  three-month  periods ended September 30, 1996,
are not necessarily  indicative of the results for the entire fiscal year to end
on December 31, 1996.

NOTE 2 -         INCOME PER SHARE

     Income per share is computed by dividing net income by the weighted average
number of shares of common stock and common stock equivalents outstanding during
the period.  Common stock equivalents  include shares issuable upon the exercise
of options.  Loss per share is computed  by  dividing  net loss by the  weighted
average number of shares outstanding. 

NOTE 3 -         SECURITIES OWNED AND SECURITIES SOLD BUT NOT YET PURCHASED

     Marketable  securities  owned  and sold but not yet  purchased  consist  of
trading securities at quoted market values, as indicated below:

                                                       Sold but not
                                   Owned               yet purchased
                         Sept. 30,     Dec. 31,   Sept. 30    Dec. 31,
                            1996         1995      1996         1995

Obligations of U.S.
government and
its agencies             $  10,125  $   163,444  $ --        $ 18,467
State and municipal
obligations                772,485     3,574,616  25,798       44,854
Corporate stocks
and bonds                3,224,793     3,242,516 141,108      103,061
Options
 and warrants               30,313       133,931  30,677          --
                         ---------      --------  ------    --------
                        $4,037,716    $7,114,507 197,583    $166,382
                         =========      ========  ======    ========

NOTE 4 -         NOTES RECEIVABLE - ECM

     As of  September  30,  1996,  the Company has loaned a total of $282,000 to
Environmental  Coupon  Marketing,  Inc.  ("ECM"),  a  closely-held  marketer  of
recycling  programs to retailers  featuring store coupons and cash incentives to
consumers. The first loan, in the amount of $100,000, bears interest at the rate
of 6% per annum and  originally  matured on the  earlier  of a proposed  private
placement of ECM  securities,  or August 9, 1996.  The Company  elected to defer
repayment beyond the initial closing of ECM's private placement,  at least until
a second  closing.  There is no assurance that a second closing will occur.  The
ECM private  placement  has raised net proceeds of $500,000 to date.  The second
loan for  $182,000  is  non-interest  bearing  and may be  converted  into up to
350,000  shares of ECM  common  stock at the rate of $.52 per  share.  This loan
originally  matured on October 9, 1996, but has been extended for one year. Both
loans are unsecured. The Company has also purchased 210,000 shares of ECM common
stock for $.40 per share,  or  $84,000.  This  investment  is  included in Other
Assets in the accompanying Consolidated Statement of Financial Condition.

<PAGE>

NOTE 5 -         ACCRUED EXPENSES

                 Accrued expenses consist of the following:

                 Reserves for legal matters          $  685,444
                 Other                                  280,329
                                                       --------
                                                     $  965,773
                                                       ========

NOTE 6 -         BANK LOAN

In January 1996, the Company borrowed an additional  $179,625 from its bank. The
loan is evidenced by a note which is payable in sixty  monthly  installments  of
$2,994 plus  interest at the bank's  prime rate.  The loan is secured by various
equipment. Employment Agreements Effective January 1, 1996, the Company approved
new  employment  contracts for two of its officers.  The contracts  will run for
three  years,  and provide for annual  salaries of $175,000  for the first year,
with a provision  for a 10% annual  increase in the second and third years.  The
agreement  also provides for a bonus pool of up to 10% of  consolidated  pre-tax
profits. The bonus pool becomes effective each year only upon the achievement of
pre-tax profits exceeding $500,000.  As of September 30, 1996, the officers have
waived all but $40,000 of their accrued bonuses.

Legal Matters

     In 1995,  the  Company's  broker-dealer  subsidiary,  FMSC,  was named as a
defendant in a civil suit brought by Escambia County,  Florida  ("Escambia") for
alleged  losses  sustained on certain  securities  purchased  from a now defunct
affiliate  office of FMSC.  On March 28, 1996,  without  admitting  liability or
wrongdoing,  FMSC  reached an  agreement  with  Escambia to settle the  Escambia
claims. Under terms of the agreement,  FMSC paid Escambia the sum of $900,000 in
two  installments:  $600,000 in April 1996 and  $300,000 in August  1996.  Other
civil suits against the Company have arisen in connection with the activities of
the former affiliate office.  These cases are currently pending.  At the present
time,  the  ultimate  outcome  and/or  range of loss from  these  matters is not
determinable.  In addition,  the Company is cooperating  with the Securities and
Exchange  Commission's  investigation of the registered  representatives  of the
former  affiliate  office.  The Company is  expected to enter into a  settlement
agreement with the SEC. The settlement will likely involve the payment of a
fine and disgorgement of profits,  as well as a censure and suspension of one of
FMSC's principals.

     FMSC is also a respondent  in certain  pending  customer  arbitrations  and
civil suits  relating to its  securities  business.  These claims are in various
stages of progress  and are being  vigorously  contested  by FMSC.  The ultimate
outcome  and/or  range of loss,  if any,  from these  matters  is not  presently
determinable.  Shares issued with guaranteed  resale price During the second and
third  quarter of 1996,  the Company  entered into various  agreements to settle
customer claims.  Under terms of the agreements,  the Company has issued a total
of 167,500  restricted  shares of its common  stock with a guarantee  to pay the
difference  between  $2.00  per share and the  sales  price of the  shares  upon
expiration of a two-year  holding period.  The  shareholders may elect to retain
the shares after two years.  Such an election  will release the Company from any
further  obligation.  The Company has established a temporary  equity account to
record its maximum liability with respect to the shares  ($335,000).  Payment of
any shortfall  will be charged to this account.  Any balance in the account will
be credited to permanent capital at the end of the two-year period.

NOTE 8 -         NET CAPITAL REQUIREMENTS

FMSC is subject to the  Securities  and  Exchange  Commission  Uniform  Net
Capital Rule (Rule 15c3-1),  which  requires the  maintenance of minimum
net capital, as defined. At September 30, 1996, FMSC had net capital and minimum
net capital requirements of $1,348,382 and $250,000, respectively.  FMSC's ratio
of aggregate indebtedness to net capital was 1.86 to 1.

NOTE 9 -         STOCK REPURCHASE PLAN

In May 1996, the Company's Board of Directors  authorized the repurchase of
up to 500,000  shares of the Company's  common stock.  As of September 30, 1996,
the Company had repurchased  118,702 shares for total consideration of $147,016.
An additional  68,100 shares have been repurchased  subsequent to that date. The
repurchase program is scheduled to expire December 31, 1996.
<PAGE>
    MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS
Liquidity and Capital Resources

     During the nine  months  ended  September  30,  1996,  the  Company's  cash
balances increased by $136,208 to $981,679.  Operating  activities  provided net
funds of $1,069,821.  Long  inventory  positions  decreased and short  inventory
positions  increased by $3,076,791 and $31,201,  respectively  from December 31,
1995 to September  30,  1996.  The cash  provided by these  changes in inventory
levels was offset in part by a reduction  in the  Company's  net debit  balances
with its  clearing  firm by  $1,331,406.  The  balances in the  Company's  cash,
clearing firm and inventory  accounts can  fluctuate  significantly  from day to
day,  depending on market  conditions,  daily trading  activity,  and investment
opportunities.  The Company monitors these accounts on a daily basis in order to
ensure  compliance  with  regulatory   capital   requirements  and  to  preserve
liquidity.  The Company  also paid  approximately  $1,019,000  for 1995 and 1996
income tax liabilities  during the 1996 period.  Accrued  expenses  decreased by
$426,342 during the year due to the payment of the $900,000 Escambia  settlement
and other legal costs  accrued in 1995.  However,  the Company has  provided for
additional  reserves in 1996 to cover  anticipated costs associated with various
pending legal matters. Certain legal claims arising in 1996 have been settled by
payment  of the  Company's  common  stock.  In  these  situations,  the  Company
generally  guarantees  a minimum  resale  price for the  stock  over a  two-year
period,  and agrees to make up any  shortfall  in cash.  The  Company has issued
167,500 shares to settle claims  totalling  $335,000 to date in 1996.

     Investing  activities used cash of $951,553 during the period.  The Company
purchased approximately $441,000 of fixed assets for the nine months, consisting
primarily of  telecommunications  and computer systems, and office improvements.
At the present time, management  anticipates  additional capital expenditures of
approximately $100,000 for the balance of the year, based on current projections
of  equipment  and facility  requirements.  This amount may be subject to change
depending on such factors as the  Company's  rate of revenue  growth,  hiring of
additional in-house brokers and traders,  and personnel demands to manage higher
transactions  volume.  Amounts advanced to brokers and affiliates also increased
by $456,572 in 1996. The increase is  attributable  to loans to new  affiliates,
advances to employees, and amounts owed from brokers. The Company also purchased
additional  shares in ECM for $24,000,  bringing the total  investment in ECM to
$366,000  in stock and loans.  ECM is a  privately-held  marketer  of  recycling
programs.  The  Company  has raised  $500,000  to date for ECM through a private
placement of ECM  securities,  and has extended the maturity  dates of its loans
(see Notes to  Financial  Statements).  Financing  activities  provided  cash of
$17,940 during the nine month period,  due primarily to an additional  term loan
of $179,625 from the Company's bank to finance equipment purchases.  The Company
also commenced a stock buyback program in May 1996.  Through  September 30, 1996
the Company had repurchased  118,702 shares for total consideration of $147,016.
The Company's  board of directors has authorized the repurchase of up to 500,000
shares through December 31, 1996.  Management  believes the Company's  liquidity
needs at least  through  the next  fiscal  year will be  provided  by  operating
revenues and margin loans secured by trading  inventories  under an  arrangement
with its clearing broker.

Results of Operations

     The Company reported a net loss of $334,195 for the quarter ended September
30,  1996,  interrupting  the trend of the first two quarters of the year toward
record revenues and earnings. Net income for the nine months ended September 30,
1996 was $705,671  ($.08 per share) as compared with  $802,877  ($.10 per share)
for the 1995 period.  Revenues  slowed to $7,069,137 for the third  quarter,  as
compared to the record of $11,479,163  set in the June 1996 quarter.  Gains from
principal trading and market making operations were $1,143,117 for the September
1996 quarter as compared to $2,826,631  for the  comparable  1995  quarter.  The
decline was due primarily to losses in  over-the-counter  equity trading brought
on by weakness in the  technology  sector in the  beginning of the 1996 quarter.
Lower  market  volume also  contributed  to the decline in revenues  from market
making.   Commission  income  from  the  sale  of  listed  and  over-the-counter
securities,  mutual funds, leasing and other agency transactions increased by 8%
over the  comparable  1995 period to  $5,478,920,  but decreased by 29% from the
exceptional June 1996 quarter.  The Company's business has been shifting towards
a greater  reliance on volume driven  revenues,  so significant  fluctuations in
market  volume from  quarter-to-quarter  are  expected  to have a more  dramatic
impact on earnings.  During the nine months ended  September 30, 1996,  the
Company  paid  commissions,  employee  compensation  and  employee  benefits  of
$19,333,288  (71% of total  revenues) as compared to  $13,746,682  (69% of total
revenues) in the 1995 period.  This category includes salaries,  commission
expense,  and  fringe  benefits  for  salaried  employees.  Commissions  paid to
registered  representatives  for the nine months ended  September  30, 1996 were
$16,692,340  (61% of total  revenues) as compared to  $11,882,886  (59% of total
revenues) for the comparable  1995 period.  Commission  compensation is directly
related  to the level of  revenues  generated  from  firm  trading,  agency  and
investment  banking  activities.  The dollar increase in 1996 resulted primarily
from a higher volume of agency transactions.  Commission expense as a percentage
of total revenues will fluctuate within a narrow range depending upon the mix of
commission-based  business and trading  profits,  as well as the contribution to
revenues from the Company's  in-house  brokers and affiliate  offices.  In-house
brokers usually receive a lower commission  payout than  independent  affiliates
but are not generally  required to pay their own overhead. 

     For the nine months ended  September  30, 1996 the Company paid salaries of
$2,061,977 for  management,  operations and clerical  personnel,  as compared to
$1,397,815 in 1995.  This increase was due in part to the growth in year-to-date
revenues,  which required  additional trading assistants and other personnel for
transactions  processing.  The Company  also added  employees  to its  computer,
marketing and finance  departments  in the latter part of 1995.  Clearing  costs
increased from  $2,258,753 (11% of revenues) for the nine months ended September
30,  1995 to  $2,484,658  (9% of  revenues)  in 1996 due to higher  transactions
volume.  The  percentage  of  clearing  costs to total  revenue  will  fluctuate
depending upon the combination of agency business and  proprietary  trading,  as
well as the average revenue per transaction in a given period.  The Company also
negotiated  a more  favorable  fee  structure  with its  clearing  firm in 1996.
Communications  and occupancy  costs rose by $281,193 to $1,150,870 for the nine
months  ended  September  30,  1996.  The  increase  is due to higher  telephone
charges,  market  data  services,  and  occupancy  expenses  resulting  from the
addition of trading  personnel,  in-house  brokers and an expansion of operating
facilities.  Other operating expenses increased from $1,618,416 (8% of revenues)
in 1995 to $2,940,004  (11% of revenues) in 1996. The increase was due primarily
to an  increase in  marketing  costs  associated  with the  Company's  affiliate
recruitment  program  from  $137,000 to  $379,000,  as well as to an increase in
legal expenses.  Legal  settlements and related costs rose from $635,000 for the
nine months ended  September  30, 1995 to  $1,193,000  for the  comparable  1996
period.  Most of the increase ($834,000) occurred in the current quarter, as the
Company settled a number of customer complaints, and also raised its reserves to
cover future  anticipated  litigation  costs and  settlements  (See Notes to the
Financial Statements). A number of cases arising from <PAGE>

     the  activities  of one of  the  Company's  former  affiliate  offices  are
currently  pending.  At the present time,  the ultimate  outcome and/or range of
loss from these matters is not  determinable.  While the Company achieved record
revenue and profits  growth in the first half of 1996,  operating  results  will
continue  to be  sensitive  to general  economic  conditions,  particularly  the
interest rate environment,  and the outlook of retail investors on the financial
markets.  These markets  became more uncertain and volatile in the third quarter
of 1996, and transactions  volume, the source of the Company's  commission-based
revenues,  declined.  However, trading losses and legal matters were the primary
causes of the operating loss this quarter. Accordingly, the Company is reviewing
its trading  operations  with a view towards  improving  the  management  of its
trading risks,  and is seeking to resolve pending legal claims as  expeditiously
as possible.



<PAGE>

                              PART II

                        OTHER INFORMATION

Item 5.  Other Information.

In May 1996, the Company's Board of Directors  authorized the repurchase of
up to 500,000 shares of the Company's  common stock. As of November 11 1996, the
Company had repurchased  186,802 shares for total  consideration of $219,917.75.
10,200  of those  shares  were  repurchased  during  the  third  quarter  for an
aggregate  purchase cost of $13,638.00.  The repurchase  program is scheduled to
expire  December  31,  1996.

The Company and its subsidiary,  First Montauk  Securities Corp. (FMSC) and
several  of its  principals  are  defendants  in two  civil  law  suits  and one
arbitration proceeding arising from transactions in
government  related  securities  by  former  representatives  of the now  closed
Houston,  Texas branch  office.  These  proceedings,  described  below,  involve
circumstances  similar to those  raised by  Escambia  County,  Florida in a suit
settled  earlier this year by FMSC's  payment to Escambia of $900,000.  Although
FMSC believes it has a meritorious defense to the claims raised in these matters
and is vigorously defending them, an adverse judgment in any of these matters or
in the aggregate,  would have a significant  and material  adverse impact on the
Company.

National Guardian Life Insurance Company of Madison, Wisconsin alleges,
in a suit  brought in the United  States  District  Court,  Western  District of
Wisconsin,  that  the  Company,  and its  principles,  and a  former  registered
representative  are  responsible  for  alleged  losses  as a result  of  certain
mortgage-backed  securities  sold to  National  Guardian  Life.  The suit  seeks
rescission of the transactions and an unspecified amount of damages.

The City of Painesville,  Ohio claims, in a suit filed in the United States
District Court for the Northern  District of Ohio,  Eastern  Division,  that the
Company,  and its  principles,  are  responsible  for fraudulent acts allegedly 
committed by several  former  registered  representatives  of the Houston office
either individually or through companies they controlled and operated which were
not connected to the Company or any of its  subsidiaries.  FMSC neither sold any
securities  to the City of  Painesville,  nor did the City  maintain a brokerage
account with it. First  Montauk is also a respondent  in a customer  arbitration
brought by two individuals who purchased mortgage-backed  securities from one of
the former Houston  office  registered  representatives.  The Statement of Claim
alleges  misrepresentation  in the sale of said  securities to the investors who
are seeking to rescind the transaction and cover $343,680.50, plus interest, and
other relief.  Also arising from the Houston office situation are investigations
by the  Southeast  Regional  office of the SEC, the NASD,  the State of Florida,
Division  of  Securities  and the  State's  Attorney  for the First  Circuit  of
Florida. FMSC has cooperated with these investigations and expects to enter into
a settlement  agreement with the SEC in the near future. The State's Attorney in
Pensacola,   Florida  has  recently   indicted   four  former   Houston   office
representatives.   FMSC  is  also  a  respondent  in  certain  pending  customer
arbitrations and civil actions relating to its securities business. These claims
are in various  stages of progress and are being  vigorously  contested by FMSC.
The ultimate  outcome  and/or range of loss,  if any,  from these matters is not
presently  determinable.he  ultimate  outcome and/or range of loss, if any, from
these matters is not presently determinable.

Item 6.           Exhibits and Reports on Form 8-K.

                           (a)  Exhibits

                           None.

                           (b)  Reports on Form 8-K

                           There were no reports on Form 8-K filed.



<PAGE>

                                  SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.
                                            FIRST MONTAUK FINANCIAL CORP.
                                            (Registrant)



Dated: November 14, 1996                      /s/ William J. Kurinsky   
                                            William J. Kurinsky
                                            Secretary/Treasurer
                                            Chief Financial Officer and
                                            Principal Accounting Officer

                                              /s/ Herbert Kurinsky      
                                            Herbert Kurinsky
                                            President




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