FIRST MONTAUK FINANCIAL CORP
10-Q, 1997-11-13
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                                                           

                                    FORM 10-Q
 
X         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended   September 30, 1997       
                                                        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:     (732) 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        
     9,218,354 Common Shares, no par value were outstanding as of November 13,
1997.
                                  Page 1 of 13
<PAGE>
  02

                          FIRST MONTAUK FINANCIAL CORP.

                                    FORM 10-Q

                               SEPTEMBER 30, 1997



                                      INDEX

 
Page

PART I.   FINANCIAL INFORMATION:

         Item 1.  Financial Statements
           Consolidated Statement of Financial Condition
           as of September 30, 1997 and December 31, 1996   ................. 3

           Consolidated Statement of Income for the
            Nine Months ended September 30, 1997 and 1996
            and Three months ended September 30, 1997 and 1996 .............. 4
           Consolidated Statement of Cash Flows for the
            Nine Months ended September 30, 1997 and 1996 ..................  5

            Notes to Financial Statements ................................... 6

         Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations .....................7-8


PART II.  OTHER INFORMATION:

         Item 5.  Other Information.......................................... 9

         Item 6.  Exhibits and Reports on Form 8-K........................... 9

         Signatures......................................................... 10

<PAGE>
  03
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
<TABLE>
                              September 30,                     December 31,
         ASSETS                   1997                              1996
        
<S>                         <C>                              <C>
Cash                        $     910,808                    $     1,069,548
Securities owned, at market     2,748,318                          2,129,435
Commissions receivable            781,576                            720,381
Due from clearing firm          1,953,509                          1,301,457
Income tax refund receivable      203,480                             -
Employee and broker receivables   751,515                            741,603
Fixed assets-net                1,186,191                          1,200,933
Due from officers                 142,742                            171,978
Other assets                    1,254,046                            854,536
Deferred tax asset                466,498                            552,168
                             -------------                    ---------------

     Total assets           $  10,398,683                    $     8,742,039
                             =============                    ===============

 LIABILITIES AND STOCKHOLDERS' EQUITY

Securities sold, but not
 yet purchased, at market   $     165,677                    $       127,627
Loans payable-bank                366,911                            458,305
Commissions payable             1,876,488                          1,552,218
Accounts payable                  442,208                            494,697
Accrued expenses                  442,321                          1,811,897
Other liabilities                 232,602                            180,516
Liabilities subordinated to
 claims of general creditors      250,000                               -
                             -------------                    ---------------

    Total liabilities           3,776,207                          4,625,260
                             -------------                    ---------------

Common stock issued with
 guaranteed selling price -
 no par value, 173,000 and
 210,500 shares issued and
 outstanding, respectively        346,500                            421,500

Commitments and contingencies
 (See Notes)

Stockholders' equity

Preferred Stock, 5,000,000
 shares authorized, $.10 par
 value, no shares issued and
 outstanding                         -                                  -
Common Stock, no par value,
 30,000,000 shares authorized,
 9,202,354 and 8,222,481 shares
 issued and outstanding,
 respectively                   4,187,892                          3,588,273
Additional paid-in capital        911,871                            243,961
Retained earnings               1,176,213                             93,551
                             -------------                    ---------------
                                6,275,976                          3,925,785
Less: 196,802 shares in
 treasury, at cost                  -                               (230,506)
                             -------------                    ---------------

 Total stockholders'
  equity                        6,275,976                          3,695,279
                             -------------                    ---------------

 Total liabilities and
  stockholders' equity      $  10,398,683                    $     8,742,039
                             =============                    ===============
</TABLE>


                       See notes to financial statements.



<PAGE>
  04
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME

<TABLE>
                          Nine months ended          Three months ended 
                            September 30,               September 30,
                       1997            1996         1997            1996
Revenues:

<S>                 <C>           <C>            <C>            <C> 
Commissions         $ 19,508,612  $ 19,299,827   $  7,345,703   $   5,478,920
Principal
 transactions          5,270,309     6,663,900      2,393,556       1,143,117
Investment banking       314,549       482,663         89,403         213,247
Insurance recovery       650,000          -              -               -
Interest and other
 income                  880,263       735,389        325,437         233,853
                     ------------  ------------   ------------   -------------

                      26,623,733    27,181,779     10,154,099       7,069,137
                     ------------  ------------   ------------   -------------

Expenses:

Commissions, employee
 compensation and
 benefits             18,969,519    19,333,288      7,241,558       5,156,889
Clearing and floor
 brokerage             2,143,341     2,484,658        862,363         544,460
Communications and
 occupancy             1,379,534     1,150,870        497,140         431,887
Legal matters and
 related costs           935,448     1,381,077        268,107       1,112,073
Other operating
 expenses              1,303,776     1,558,927        396,968         368,890
Interest                  72,230        80,436         18,407          22,358
                     ------------  ------------   ------------   -------------

                      24,803,848    25,989,256      9,284,543       7,636,557
                     ------------  ------------   ------------   -------------

Income (loss) before
 income taxes          1,819,885     1,192,523        869,556        (567,420)

Income taxes (benefit)   737,223       486,852        352,110        (233,225)
                     ------------  ------------   ------------   -------------

Net income (loss)   $  1,082,662       705,671   $    517,446   $    (334,195)
                     ============  ============   ============   =============

Per share of
 Common Stock:

  Net income (loss) $       0.11  $       0.08   $       0.05   $       (0.04)
                     ============  ============   ============   =============

  Number of shares    10,241,383     8,553,032     10,517,729       7,943,339
                     ============  ============   ============   =============
</TABLE>


                       See notes to financial statements.

<PAGE>
  05
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
                                               Nine months ended September 30,
                                                  1997                  1996
INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS
<S>                                          <C>                  <C>
Cash flows from operating activities:
   Net income                                $  1,082,662         $   705,671
Adjustments to reconcile net income
 to net cash used in operating activities:
   Common stock issued with guaranteed
    selling price                                  28,125             335,000
   Depreciation and amortization                  236,450             168,800
   Due from clearing firm                        (652,052)               -
   Commissions receivable                         (61,195)           (528,207)
   Securities owned - at market                  (618,883)          3,076,791
   Income tax refund receivable                  (203,480)               -
   Other assets                                  ( 52,606)           (573,615)
   Deferred income taxes                          753,580             369,173
   Due to clearing firm                              -             (1,331,406)
   Securities sold but not yet purchased           38,050              31,201
   Commissions payable                            324,270              24,184
   Accounts payable                               (52,489)           (107,122)
   Accrued expenses                            (1,119,576)           (426,342)
   Income taxes payable                              -               (607,172)
   Other liabilities                               52,086             (67,135)
                                              -------------        ------------
       Total adjustments                       (1,327,720)            364,150
                                              -------------        ------------
       Net cash provided by (used in)
        operating activities                     (245,058)          1,069,821
                                              -------------        ------------
Cash flows from investing activities:
   Due from officers                               29,236             (30,007)
   Employee and broker receivables                 (9,912)           (456,572)
   Investment in ECM                                 -                (24,000)
   Other assets                                  (257,500)               -
   Capital expenditures                          (221,708)           (440,974)
                                              -------------        ------------
     Net cash used in investing activities       (459,884)           (951,553)
                                              -------------        ------------

Cash flows from financing activities:
   Other assets                                   (89,404)               -
   Proceeds from bank loan                           -                179,625
   Purchase of common stock                          -                 28,731
   Repurchase of common stock                        -               (147,016)
   Proceeds from exercise of common
    stock options                                 727,000                -
   Payment of loans payable                       (91,394)            (43,400)
                                              -------------        ------------
    Net cash provided by financing activities     546,202              17,940
                                              -------------        ------------
Net increase (decrease) in cash                  (158,740)            136,208
Cash at beginning of year                       1,069,548             845,471
                                              -------------        ------------
Cash at end of period                        $    910,808         $   981,679
                                              =============        ============

Supplemental disclosures of cash flow
 information:
 Cash paid during the period for:
   Interest                                  $     72,230         $    80,436
   Income taxes                              $       -            $ 1,019,000

 Noncash transactions:

   Shares issued with guaranteed
    resale price                             $     28,125         $   335,000
   Tax benefit from exercise of
    stock options                            $    667,910         $      -
   Liabilities subordinated to claims of
    general creditors                        $    250,000                -


</TABLE>

                       See notes to financial statements.


<PAGE>
  06
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEM*ENTS
                               SEPTEMBER 30, 1997


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, 1997 and 1996. The  preparation of financial  statements in conformity  with
GAAP  requires the Company to make  estimates  and  assumptions  that affect the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could vary from these estimates.  These financial  statements  should be
read in conjunction with the Company's audited financial  statements at, and for
the year ended December 31, 1996.

     The results  reflected for the nine-month  period ended September 30, 1997,
are not necessarily  indicative of the results for the entire fiscal year to end
on December 31, 1997.

NOTE 2 -         EARNINGS PER SHARE

     Earnings  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.  The difference  between primary and fully diluted
earnings per share is not material.

NOTE 3 -    STOCK OPTIONS

     During the nine-month  period ended  September 30, 1997, a total of 836,175
options  issued  under the  Company's  stock option  plans were  exercised.  The
Company received proceeds of $564,500 from these  transactions.  The exercise of
the  options  have also  produced  benefits  to the  Company  in the form of tax
deductible  compensation expense totalling $1,581,000.  In connection with these
deductions,  the Company has recorded a deferred  tax asset of $668,000  with an
offsetting  credit to  additional  paid-in  capital as  provided  by  applicable
accounting rules.

     The  Company  also issued a total of  1,429,500  stock  options  during the
nine-month period.

NOTE 4 -         NET CAPITAL REQUIREMENTS

     FMSC is subject to the  Securities  and  Exchange  Commission  Uniform  Net
Capital Rule (Rule 15c3-1),  which  requires FMSC to the  maintenance of minimum
net capital, as defined. At September 30, 1997, FMSC had net capital and minimum
net capital requirements of $2,424,041 and $250,000, respectively.  FMSC's ratio
of aggregate indebtedness to net capital was 1.26 to 1.

NOTE 5 -    LEGAL MATTERS

     In January  1997,  the  Company  and its  broker-dealer  subsidiary,  FMSC,
entered into an agreement to settle a customer  lawsuit for a total of $750,000.
A payment of $500,000 was made upon settlement; FMSC has issued a five-year note
for the  $250,000  balance,  payable in  installments  of $50,000  per year plus
interest  at the  rate  of 8% per  annum.  The  NASD  recently  approved  FMSC's
application to subordinate the loan for net capital purposes.

     The Securities and Exchange  Commission has accepted an Offer of Settlement
submitted by FMSC relating to the activities of a former affiliate  office.  The
settlement  involves the payment of a $50,000 fine, the  disgorgement of profits
amounting to $175,000 plus  interest,  and the censure and  suspension of one of
the  Company's  principals.   The  SEC  has  informally  agreed  to  credit  the
disgorgement  against  amounts  already  due  in  settlement  of  related  civil
litigation.  The Offer also  requires FMSC to engage an  independent  compliance
examiner to audit the firm's compliance procedures. FMSC has agreed to implement
recommendations contained in the examiner's report.

     In  January  1997,  the  Company  and  FMSC  settled  a  pending   customer
arbitration  for $500,000 in cash.  The Company  further  agreed to issue to the
customer and her counsel a total of 150,000  five-year  warrants to purchase the
Company's Common Stock for $1.25 per share. The warrantholders  have exercised a
total of 130,000 warrants to date.

     The Company is presently  reviewing the extent to which settled and pending
claims may be covered under its insurance policies. In January 1997, the Company
negotiated  a  $650,000  settlement  with  one  of  its  insurance  carriers  in
consideration of a general release from coverage on various matters. Discussions
with other carriers are  continuing.  There can be no assurance that the Company
will be successful in its efforts to recover  additional funds from its insurers
on claims filed to date.

<PAGE>
  07
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     Operating  results for the quarter ended September 30, 1997 showed a strong
improvement  over the comparable  1996 quarter as well as over the first half of
the current fiscal year. The Company  reported total revenues of $10,154,000 for
the 1997  quarter  against  $7,069,000  in 1996,  increasing  1997  year-to-date
revenues  to  $26,624,000  versus  $27,182,000  in the 1996  nine-month  period.
Revenues  had dropped off from 1996 levels  earlier in the year  partially  as a
result of  management's  decision  to  terminate  certain  brokers  as part of a
program to reduce legal and regulatory exposure.

     Revenues  gained in the two key  categories  of  commissions  and principal
transactions  during  the three  months  ended  September  30,  1997.  Quarterly
commissions  increased by 34% in 1997 to $7,346,000 as compared to $5,479,000 in
1996 due to a particularly  strong  contribution from agency sales of listed and
over-the-counter  equity  securities.  The Company  clearly  benefited  from the
continued  record gains and volume  levels  generated by the U.S.  stock markets
during the 1997  quarter.  The  Company  has also begun to reap the  benefits of
affiliate recruitment efforts that began earlier in the year.

     Revenues from principal transactions  increased by $1,250,000,  or 109%, in
the 1997 quarter versus the 1996 quarter.  The increase was due to a combination
of higher  transactions  volume in the 1997  quarter as well as to a recovery in
the performance of the Company's equity trading  portfolio.  Nine month revenues
in 1997 of  $5,270,000  remained  below  1996  levels of  $6,664,000  due to the
exceptional  gains  reported  in the  first  half of 1996 and the  disappointing
results from market-making and trading activities in the first half of 1997.

     During the nine months  ended  September  30,  1997,  the Company  incurred
commissions,  employee  compensation  and fringe benefits of $18,970,000 (71% of
total  revenues)  as  compared to  $19,333,000  (71% of total  revenues)  in the
comparable 1996 period.  Commissions paid to registered representatives for 1997
were  $15,889,000  (60% of  total  revenues)  versus  $16,692,000  (61% of total
revenues) in 1996.  Commission  compensation is directly related to the level of
revenues generated from firm trading,  agency and investment banking activities,
as well as the relative  production of affiliates and in-house  brokers during a
given period.  Affiliates generally receive higher payouts than in-house brokers
but are  responsible  for their own overhead  costs.  Salaries  for  management,
operations and clerical personnel totalled  $2,510,000 for the nine months ended
September 30, 1997 as compared to  $2,062,000  for the  comparable  1996 period.
Staff salaries have been trending upward due to overall business expansion.  The
Company added personnel to its marketing,  compliance and operations departments
during the 1997 quarter.

     Clearing and floor  brokerage costs declined from $2,485,000 in 1996 (9% of
revenues) to  $2,143,000  in 1997 (8% of total  revenues) due primarily to above
average business activity in the first half of 1996. The Company also negotiated
a more  favorable  fee  structure  with its  clearing  firm in late  1996.  On a
quarterly  basis,  however,  these  costs  increased  from  $544,000  in 1996 to
$862,000 in 1997 due to the increase in transaction volume in the September 1997
quarter.  The percentage of clearing and floor  brokerage costs to total revenue
will fluctuate somewhat depending upon the mix of agency and principal business,
as well as the average revenue per ticket in a given period.

     Communications  and occupancy  costs rose by $229,000 to $1,380,000 for the
nine months ended  September 30, 1997.  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.  The growth in this category is expected to moderate somewhat due to
recently   negotiated   lower   telephone   rates,   and  with   the   impending
discontinuation of the Compan's wide area network.  The Company does,  however,
expect  occupancy  costs to increase with the  continuing  expansion of its home
office.

     Legal  matters and related  costs  decreased by $446,000 to $935,000 and by
$844,000 to $268,000 in the nine-month and  three-month  periods ended September
30,  1997.  This  category   includes   payments  to  settle  customer   claims,
professional   fees  and  other  defense  costs,   and  provisions  for  pending
litigation.  The Company settled  significant  claims relating to its securities
business in 1996 and early 1997. In March 1997, the Company  received a $650,000
cash  settlement  from one of its insurance  carriers.  The Company is presently
reviewing  the extent to which  settled and pending  claims may be covered under
other  insurance  policies.  There can be no assurance  that the Company will be
successful in its efforts to recover additional funds from these insurers.

     Other operating expenses decreased from $1,559,000 (6% of revenues) in 1996
to  $1,304,000  (5% of  revenues) in 1997.  The decrease was due  primarily to a
temporary  reduction in marketing  and  advertising  costs  associated  with the
Company's affiliate  recruitment program.  Management has recently embarked on a
new  recruitment  campaign,  the costs of which will begin to appear in the next
quarter.

     The  Company's  securities  business  continues  to be sensitive to general
economic  conditions,  particularly  the interest  rate and  corporate  earnings
environment,  as well as the  outlook of retail  investors  on global  financial
markets. These markets have recently become more uncertain and volatile.

<PAGE>
  08

Liquidity and Capital Resources

     The balances in the Company's cash, clearing firm and securities  inventory
accounts  can,  and do  fluctuate  significantly  from day to day,  depending on
market  conditions,  daily trading activity and investment  opportunities.  Cash
decreased by $158,000  from  December 31, 1996 to September  30, 1997.  Net cash
used in operations  was  $245,000.  Net income of  $1,083,000  and  depreciation
expense and other noncash charges of $265,000 were more than offset by increases
in securities  inventories of $581,000 and reductions in current  liabilities of
$848,000.

     Cash used in  investing  activities  totalled  $460,000  in the first  nine
months of 1997. The Company has purchased approximately $222,000 of fixed assets
since the  beginning of the fiscal year. In the current  quarter,  the Company's
leasing  subsidiary,  Montauk  Advisors,  Inc. ("MAI") made loans of $258,000 to
Global Financial  Corp., the financing  company which packages and sells leasing
contracts  through MAI.  The purpose of the loans was to assist  Global with its
short-term cash flow requirements.  The loans carry interest at 8% per annum and
are due in full on April 1, 1998.  Global may seek additional  loans from MAI in
the  short-term,  which  requests  will  be  considered  by  the  Company  on  a
case-by-case  basis.  In October,  the Company loaned an additional  $112,000 to
Global. This loan also matures in April 1998.

     Financing  activities  provided cash of $546,000 in the nine-month  period.
The Company  has  received  proceeds  of  $565,000 to date from the  exercise of
common stock  options.  During the current  quarter,  the Company also  received
$162,000  from  the  exercise  of  common  stock  purchase  warrants  issued  in
settlement  of a customer  complaint.  During the second  quarter,  the National
Association of Securities Dealers Regulation,  Inc. approved a subordinated loan
agreement between the Company and a creditor in the amount of $250,000. The five
year  loan  carries  interest  of 8% per  annum and is  payable  in five  annual
installments  of $50,000  plus  accrued  interest on April 1 of each of the next
five years.  The  principal  amount had  originally  been recorded as an accrued
expense in 1996.

     The Company is planning a rights  offering of Units to holders of record of
its common stock on a date to be determined  during the fourth  quarter of 1997.
Each Unit will  consist  of three  Redeemable  Common  Stock  Purchase  Warrants
exercisable at prices of $3.00,  $5.00,  and $7.00 per share,  respectively.  If
fully   subscribed,   the  offering  of  Units  will  raise  gross  proceeds  of
approximately  $1,382,000  based  on a Unit  subscription  price of $.45 and the
issuance of  approximately  3,071,000  Units.  The Company cannot give assurance
that the offering  will occur,  or that if it does occur,  that it will be fully
subscribed.

     The Company  believes  that its current  liquidity,  together with the cash
flows expected to be generated by operations will be sufficient to meet its cash
needs for working capital and capital expenditures for the foreseeable future.


<PAGE>
  09
                                     PART II

                                OTHER INFORMATION

Item 5.  Other Information.


          None.





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

                           (a)  Exhibits

                              Exhibit 11.  Computation of Earnings Per Share
                              for the Nine Months Ended September 30, 1997
                              and 1996 and the Three Months Ended September 30,
                              1997 and 1996.

                           (b)  Reports on Form 8-K

                           There were no reports on Form 8-K filed.



<PAGE>
  10
                                   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 13, 1997                          /s/ William J. Kurinsky 
                                                  ------------------------
                                                  William J. Kurinsky
                                                  Secretary/Treasurer
                                                   Chief Financial Officer and
                                                   Principal Accounting Officer


                                                  /s/ Herbert Kurinsky   
                                                  -----------------------
                                                  Herbert Kurinsky
                                                   President
<PAGE>
  11

                                 EXHIBIT INDEX

               
               Exhibit 11.    Computation of Earnings Per Share
                              for the Nine Months Ended September 30, 1997
                              and 1996 and the Three Months Ended September 30,
                              1997 and 1996.

               Exhibit 27 -   Financial Data Schedule


<PAGE>
  12
                          FIRST MONTAUK FINANCIAL CORP.
                        COMPUTATION OF EARNINGS PER SHARE


Exhibit 11
    
                         Nine Months                   Three Months
                      Ended September 30,            Ended September 30,
                      1997           1996            1997           1996
Primary

Net income
(loss)  (a)           $  1,082,662    $   705,671    $   517,446  $  (334,195)
                       ===========     ==========     ==========   ===========

Weighted average
 number of common
 shares outstanding      8,860,543      7,943,171      9,091,749    7,943,339

Assuming exercise
 of options reduced
 by the number of
 shares which could
 have been purchased
 with the proceeds
 from the exercise
 of such options         1,380,840      609,861        1,425,980        0
                        -----------   ----------        ----------   -----------

Weighted average
 number of common
 shares outstand-
 ing, as adjusted      10,241,383    8,553,032        10,517,729    7,943,339
                      ===========   ==========        ===========  ===========

Primary earnings
 per share (a)       $       0.11  $      0.08     $        0.05  $     (0.04)
                      ===========  ===========        ===========  ===========

Additional primary
- - ------------------
computation
- - -----------

Net income (loss),
 per primary computa-
 tion above                                                       $  (334,195)
                                                                   ===========
 Additional adjustment to
 weighted average number
 of shares outstanding:
Weighted average number of shares
 outstanding, as adjusted per
 primary computation above                                          7,943,339 
Add-Dilutive effect of outstanding
 options and warrants (as determined
 by the application of the treasury
 stock method)                                                      1,082,562
                                                                   -----------
Weighted average number of shares
 outstanding, as adjusted                                           9,025,901
                                                                   ===========
Primary earnings per share, as adjusted (b)                       $     (0.04)
                                                                   ===========

<PAGE>
  13

Exhibit 11

                         Nine Months                   Three Months
                      Ended September 30,            Ended September 30,
                      1997           1996            1997           1996

Fully diluted
- - -------------

Net income, as above $  1,082,662  $   705,671     $     517,446  $  (334,195)
                      ============  ===========     =============  ===========

Reconciliation of
 weighted average
 number of shares out-
 standing, as adjusted
 per primary computation
 above, to amount used
 for fully diluted computation

Weighted average number of
 shares outstanding, as
 adjusted per primary
 above                 10,241,383    8,553,032        10,517,729    7,943,339
Additional dilutive
 effect of outstanding
 options and warrants
 (as determined by the
 application of the
 treasury stock
 method)                   46,018       81,108             0            0
                      ------------   ----------      ------------  -----------

                       10,287,401    8,634,140        10,517,729    7,943,339
                      ============   ==========      ============  ===========

Net income (loss)(c) $       0.11  $      0.08     $        0.05  $     (0.04)
                      ============  ===========     =============  ===========


     (a)  These  figures  agree  with the  related  amounts in the  Statement 
          of Income.
     (b)  This calculation is submitted in accordance with Regulation S-K item
          601(b)(11) although it is contrary to paragraph 40 of APB Opinion No.
          15 because it produces an  anti-dilutive  result.
     (c)  This  calculation  is  submitted  in accordance with Regulation S-K
          item 601(b)(11) although not required by footnote 2 to  paragraph 14
          of APB Opinion No. 15 because it results in dilution of less than 3%.



<TABLE> <S> <C>

<ARTICLE>                                           BD
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>          0000083125                      
<NAME>         First Montauk Financial Corp.                      
<MULTIPLIER>                                   1,000
       
<S>                           <C>               
<PERIOD-TYPE>                  3-mos
<FISCAL-YEAR-END>                              Dec-31-1997
<PERIOD-START>                                 Jul-1-1997
<PERIOD-END>                                   Sep-30-1997
<CASH>                        911                                     
<RECEIVABLES>                 2,735                 
<SECURITIES-RESALE>           0                 
<SECURITIES-BORROWED>         0                 
<INSTRUMENTS-OWNED>           2,748                 
<PP&E>                        1,186                 
<TOTAL-ASSETS>                10,399                 
<SHORT-TERM>                  0                 
<PAYABLES>                    2,993                 
<REPOS-SOLD>                  0                 
<SECURITIES-LOANED>           0                 
<INSTRUMENTS-SOLD>            166                 
<LONG-TERM>                   617                 
         0                 
                   0                 
<COMMON>                      4,188                 
<OTHER-SE>                    2,088                 
<TOTAL-LIABILITY-AND-EQUITY>  10,399                 
<TRADING-REVENUE>             2,394                 
<INTEREST-DIVIDENDS>          325                 
<COMMISSIONS>                 7,346                 
<INVESTMENT-BANKING-REVENUES> 89                 
<FEE-REVENUE>                 0                 
<INTEREST-EXPENSE>            18                 
<COMPENSATION>                7,242                 
<INCOME-PRETAX>               870                 
<INCOME-PRE-EXTRAORDINARY>    870                 
<EXTRAORDINARY>               0                 
<CHANGES>                     0                 
<NET-INCOME>                  517                 
<EPS-PRIMARY>                 .05                 
<EPS-DILUTED>                 .05                 
        


</TABLE>


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