FIRST MONTAUK FINANCIAL CORP
10-Q, 1999-05-14
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   March 31, 1999

                                       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


 
     Indicate  by check mark  whether the  Registrant  (1) 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

     9,900,343 Common Shares, no par value, were outstanding as of May 14, 1999.




<PAGE>


                          FIRST MONTAUK FINANCIAL CORP.

                                    FORM 10-Q

                                 MARCH 31, 1999




                                      INDEX


                                                                           Page
                                                                           ----
PART I.   FINANCIAL INFORMATION:

         Item 1.  Financial Statements
           Consolidated Statement of Financial Condition
            as of March 31, 1999 and December 31, 1998 ....................   3

           Consolidated Statement of Income for the
            Three Months Ended March 31, 1999 and 1998 ....................   4

           Consolidated Statement of Cash Flows for the
            Three Months Ended March 31, 1999 and 1998 .................... 5-6

           Notes to Financial Statements ..................................   7

         Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations .................... 8-10


PART II.  OTHER INFORMATION:

        Item 5. Other Information .........................................   11

         Item 6.  Exhibits and Reports on Form 8-K ........................   12

         Signatures .......................................................   13


                                       2
<PAGE>

 

                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                               March 31,          December 31,
                    ASSETS                       1999                 1998

Cash                                     $       371,456      $       613,513
Due from clearing firm                         2,915,907            2,876,202
Securities owned, at market                    3,720,042            2,685,879
Securities owned, not readily marketable,
   at estimated market value                      10,197               47,381
Commissions receivable                           186,599              250,803
Employee and broker receivables                  523,706              598,212
Furniture, equipment and leasehold
 improvements-net                              2,121,978            2,074,470
Notes receivable                                 620,461              477,729
Due from officers                                132,258              131,501
Other assets                                     803,489            1,087,289
Deferred tax asset-net                           700,755              700,755
                                          --------------       --------------
     Total assets                        $    12,106,848      $    11,543,734
                                          ==============       ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Securities sold, but not yet purchased,
 at market                               $       484,203      $       327,047
Notes payable-bank                               220,863              244,844
Subordinated notes payable                       150,000              200,000
Bonds payable                                    477,146              473,625
Capital lease payable                            346,552              373,579
Commissions payable                            1,997,519            1,531,644
Accounts payable                                 491,639              802,497
Accrued expenses                                 629,380              905,154
Other liabilities                                328,971              461,717
                                          --------------       --------------
    Total liabilities                          5,126,273            5,320,107
                                          --------------       --------------

Common stock issued with guaranteed
 selling price - no par value, 18,000 shares
 issued and outstanding                           36,500               36,500

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, 9,850,727 and 9,629,044 shares
  issued and outstanding                       5,038,048            4,980,977
Additional paid-in capital                     2,991,178            2,979,831
Retained earnings (Accumulated deficit)         (544,501)          (1,192,471)
Less:  Deferred compensation                    (540,650)            (581,210)
                                          --------------       -------------- 
       Total stockholders' equity              6,944,075            6,187,127
                                          --------------       --------------
       Total liabilities and
        stockholders' equity             $    12,106,848      $    11,543,734
                                          ==============       ==============

                       See notes to financial statements.


                                       3
<PAGE>



                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
 
                                               Three months ended March 31,
                                               1999                    1998
Revenues:

Commissions                              $     9,777,468      $     7,627,770
Principal transactions                         2,266,084            2,343,443
Investment banking                                77,024              266,204
Interest and other income                        400,724              378,537
                                          --------------       --------------

                                              12,521,300           10,615,954
                                          --------------       --------------

Expenses:

Commissions, employee compensation
 and benefits                                  9,490,279            8,235,819
Clearing and floor brokerage                   1,108,935              846,483
Communications and occupancy                     641,035              596,991
Legal matters and related costs                   46,558              300,574
Other operating expenses                         540,845              571,314
Interest                                          42,727               28,570
                                          --------------       --------------

                                              11,870,379           10,579,751
                                          --------------       --------------
Income before income taxes                       650,921               36,203
Income taxes                                       2,952               16,025
                                          --------------       --------------
Net income                               $       647,969      $        20,178
                                          ==============       ==============

Per share of Common Stock:
   Basic                                 $          0.07      $          0.00
                                          ==============       ==============

   Diluted                               $          0.06      $          0.00
                                          ==============       ==============

Number of common shares used in
   basic earnings per share                    9,836,442            9,609,080
Incremental shares from assumed
   conversion of options                         726,468            1,058,084
                                          --------------       --------------
Number of common shares used in
   diluted earnings per share                 10,562,910           10,667,164
                                          ==============       ==============

                       See notes to financial statements.


                                       4
<PAGE>



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

                                                  Three months ended March 31,
                                                   1999                 1998
INCREASE (DECREASE) IN CASH
Cash flows from operating activities:
   Net income                             $       647,969      $        20,178
Adjustments to reconcile net income to
   net cash used in operating activities:
   Tax benefit related to exercise of
     stock options                                   -                  37,213
   Depreciation and amortization                   97,359               84,615
   Amortization of deferred compensation           51,908               64,521
   Amortization of bond discount                    3,521                 -
   Other                                             -                  22,000
   Increase (decrease) in cash attributable to
     changes in assets and liabilities
   Due from clearing firm                         (39,705)              18,826
   Securities owned - at market                (1,034,163)            (989,917)
   Securities owned-not readily marketable         37,184              397,203
   Commissions receivable                          64,204              170,909
   Other assets                                   283,800             (815,597)
   Deferred income taxes                             -                (179,986)
   Securities sold but not yet purchased          157,156              (76,172)
   Commissions payable                            465,875              167,464
   Accounts payable                              (310,858)             449,433
   Accrued expenses                              (275,774)               9,954
   Other liabilities                             (132,749)             675,646
                                           --------------       --------------
       Total adjustments                         (632,242)              36,112
                                           --------------       --------------
       Net cash provided by (used in)
        operating activities                       15,727               56,290
                                           --------------       --------------

Cash flows from investing activities:
   Due from officers                                 (757)               6,076
   Employee and broker receivables                 74,506              154,621
   Issuance of notes receivable                  (167,000)            (759,816)
   Repayment of notes receivable                   24,268              182,987
   Capital expenditures                          (144,865)            (392,101)
                                           --------------       --------------
       Net cash used in investing
        activities                               (213,848)            (808,233)
                                           --------------       --------------

Cash flows from financing activities:
   Payment of notes payable-bank                  (23,981)             (23,981)
   Payment of subordinated notes payable          (50,000)             (50,000)
   Payment of capital lease payable               (27,027)                -
   Proceeds from rights offering                     -               1,382,751
   Registration costs                                -                (113,518)
   Proceeds from exercise of common stock
    options                                        57,072              157,100
                                           --------------       --------------
       Net cash provided by (used in)
        financing activities                      (43,936)           1,352,352
                                           --------------       --------------
Net increase (decrease) in cash                  (242,057)             600,409
Cash at beginning of year                         613,513              789,883
                                           --------------       --------------
Cash at end of period                     $       371,456      $     1,390,292
                                           ==============       ==============




                       See notes to financial statements.



                                       5
<PAGE>




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

                                                  Three months ended March 31,
                                                   1999                 1998

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
       Interest                           $        42,727      $        28,570
       Income taxes                       $         2,952      $       -



































                       See notes to financial statements.








                                       6
<PAGE>


                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 March 31,
1999 and 1998. 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 Annual Report at, and for the year ended December
31, 1998, as filed with the Securities and Exchange Commission on Form 10-K.

     The results reflected for the three-month  period ended March 31, 1999, are
not  necessarily  indicative of the results for the entire fiscal year to end on
December 31, 1999.

NOTE 2 -        EARNINGS PER SHARE

     Basic EPS is computed by dividing net income by the weighted-average number
of common shares outstanding for the period.  Diluted EPS reflects the potential
dilution from the exercise or conversion of other securities into common stock.

NOTE 3 - NOTES RECEIVABLE

     The Company has advised Global  Financial  Corp.  (Global) that as of April
30, 1999 it will no longer provide financial  assistance to Global.  The Company
has developed a buy-out plan for  leaseholders  holding  Global leases on May 1,
1999.  The plan,  as  proposed,  would be  structured  as an exchange  offering,
whereby the Company would issue shares of a 6%  Convertible  Preferred  Stock in
exchange for an assignment of the Global leases.  The preferred  shares would be
convertible  into two shares of the Company's common stock. At the present time,
the Company  cannot  provide  assurance  as to either the  acceptability  of the
proposal among leaseholders,  or the overall collectibility of lease investments
that would be assigned to the Company in the exchange.

NOTE 4 - INCOME TAXES

     The  effective  tax rate for the three months ended March 31, 1999 was less
than 1% compared  to 44% in the  comparable  1998  quarter.  The 1999  provision
reflects  minimum  state taxes only.  Tax expense  accrued at regular  statutory
rates on 1999  income was  entirely  offset by the  reduction  of  deferred  tax
valuation  allowances  established in fiscal 1998. For income tax purposes,  the
Company has  sufficient  net operating  loss  carryforwards  available to offset
taxable income generated to date.



                                       7
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

     For the three  months ended March 31, 1999,  total  revenues  were a record
$12,521,000,  an increase of 18% as compared to $10,616,000  for the same period
in 1998.  Net income for the 1999 first quarter was  $648,000,  or $.07 and $.06
per basic and diluted share,  respectively,  as compared to $20,000, or $.00 per
basic and diluted share, in the first quarter of 1998. The significant  increase
in both revenues and earnings is primarily  attributable to the  continuation of
strong  securities  markets in the United States,  and the Company's  ability to
capitalize on the record volume of securities transactions generated by existing
and newly added registered representatives.

     Commission   revenues   from  the  sale  of  listed  and   over-the-counter
securities,   mutual  funds,   fees  from  managed  accounts  and  other  agency
transactions  increased to $9,266,000 (74% of total  revenues)  during the first
quarter  1999 as compared to  $7,228,000  (68% of total  revenues)  in the first
quarter of 1998. This increase resulted  primarily from agency equity and mutual
fund  transactions as retail investment volume continued at strong levels during
the 1999 quarter.

     Investment  banking  revenues  declined  in the  first  quarter  of 1999 to
$77,000,  from $266,000 in the 1998 quarter. The Company expects to increase its
participation  in syndications of both private  placements and public  offerings
during the fiscal year.

     During the 1999 quarter the Company paid commissions, employee compensation
and  employee  benefits of  $9,490,000  (76% of total  revenues)  as compared to
$8,236,000  (78% of total revenues) in 1998.  This category  includes  salaries,
commission  expense,  payroll taxes and fringe benefits for salaried  employees.
The Company paid salaries of $1,148,000 for management,  operations and clerical
personnel,  as compared to $1,033,000 in 1998.  This increase was due in part to
the addition of various management and clerical personnel during the latter part
of 1998, as well as an overall increase in employee salaries.

     Commissions paid to registered  representatives  for the first quarter 1999
was $7,973,000  (64% of total  revenues) as compared to $6,860,000 (65% of total
revenues) in 1998.  Commission  compensation is directly related to the level of
revenues  generated  from firm  principal  and  agency  trading,  as well as the
commission   payout   percentage  to  individual   registered   representatives.
Commission  expense as a percentage of total  revenues will  fluctuate  within a
narrow range  depending  upon the product mix of  commission-based  business and
principal  transactions.  This  percentage  will also  fluctuate  based upon 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.

     Clearing costs  increased in 1999 to $1,109,000 (9% of total revenues) from
$846,000  (8% of total  revenues) in 1998.  The  increase in clearing  costs was
attributable to a larger number of overall transactions by the firm's registered
representatives.  The  percentage  of  clearing  costs  to  gross  revenues  can
fluctuate depending upon the product mix. Some transactions, such as options and
bonds, have a higher execution and clearing cost than others.
 
     Communications  and  occupancy  costs rose by  $44,000,  or 7%, to $641,000
during the 1999 quarter.  The modest increase is due to the overall expansion of
the  Company's  headquarters  and the  addition of market data  services for new
hires.  Management  expects this  expense  category to level off in terms of the
percentage to total revenues.

     The  Company  incurred a total of $47,000  in legal  costs  during the 1999
quarter, as compared to $300,000 for legal settlements and related costs for the
1998 quarter.  Through enhanced supervision and compliance measures, the Company
has  succeeded in reducing  its exposure  from  customer  claims  arising out of
broker-related  activities.  However,  the  Company is a  respondent  in several
customer arbitrations and litigations related to its securities business,  which
have been  pending  since the prior  fiscal  year.  These  claims are in various
stages of progress and are being vigorously  contested.  Management is unable to
derive a  meaningful  estimate of the amount or range of possible  loss that may
arise out of  pending  litigation  (including  legal  costs)  in any  particular
subsequent  quarter  or  annual  period,  or in the  aggregate.  However,  it is
possible that the financial condition, results of operation or cash flows of the
Company in subsequent  quarterly or annual periods could be materially  affected
by the ultimate outcome of such pending  litigation.  The Company has filed suit
against  one of its  insurance  carriers to compel  coverage of several  settled
claims.  There can be no assurance  that the Company will be  successful  in its
efforts to recover funds from its insurers on settled  claims,  or that monetary
losses,  if any, from future claims,  settlements or adverse awards or judgments
will be covered under the Company's existing insurance policies.


                                       8
<PAGE>


     Other  operating  expenses  decreased to $541,000 (4% of total revenues) in
1999 from  $571,000 (5% of total  revenues) in 1998.  Cost  containment  in this
category was achieved by the reduction in advertising costs. The advertising and
marketing campaigns,  which were completed and expensed in 1998, should continue
to  produce   results  in  registered   representative   recruitment   and  name
recognition,  without the continuation of additional development costs. However,
the Company expects the cost for  advertisement to increase for the remainder of
the fiscal  year,  as it  launches  its  advertising  and  business  development
campaign for the Company's Century Discount Investments division.

     The  effective  tax rate for the three months ended March 31, 1999 was less
than 1% compared  to 44% in the  comparable  1998  quarter.  The 1999  provision
reflects  minimum  state taxes only.  Tax expense  accrued at regular  statutory
rates on 1999  income was  entirely  offset by the  reduction  of  deferred  tax
valuation  allowances  established in fiscal 1998. For income tax purposes,  the
Company has  sufficient  net operating  loss  carryforwards  available to offset
taxable income generated to date.

     Operating  results will continue to be dependant upon general  economic and
securities market  conditions,  and management's  ability to continue to recruit
successful registered representatives and contain administrative costs.

Liquidity and Capital Resources

     The  Company  maintains  a  highly  liquid  balance  sheet  with 60% of the
Company's assets consisting of cash and cash equivalents,  securities owned, and
receivables  from  the  Company's   clearing  firm  and  other   broker-dealers.
Market-making  and other  securities  dealer  activities  require the Company to
carry significant  levels of securities  inventory in order to meet customer and
internal  trading  needs.  The balances in the  Company's  cash,  inventory  and
clearing  firm  accounts  can and do  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.

     Operating  activities  contributed cash of $15,700 during the 1999 quarter.
During the  quarter,  inventory  positions  of  securities  held by the  Company
increased by $1,034,000,  while securities sold but not yet purchased  increased
by $157,000.  Accounts payable, accrued expenses and other liabilities decreased
by $719,000.

     Investing  activities required cash of $214,000 during the first quarter of
1999. Additions to capital expenditures consumed $145,000, most of which was for
the renovation of the newly acquired space at the  headquarters  complex and the
upgrading of existing,  and the purchase of  additional  computers.  The Company
projects expenditures for technology and other capital needs to be approximately
$450,000 for the remainder of fiscal 1999.

     From June 1997 through April 1999,  the Company,  through its  wholly-owned
subsidiary  Montauk  Advisors  Inc.,  ("MAI"),  made  various  loans  to  Global
Financial  Corp.  ("Global").  These  loans have a balance as of May 12, 1999 of
$2,255,000  before  reserves.  In the first quarter  1999,  the amount loaned to
Global  was  $148,584.  Global is a lease  servicing  company  that sold  leases
through  MAI.  These  loans  were made for the  purpose of  assisting  Global in
meeting cash flow deficiencies  arising from the nonpayment of scheduled monthly
installments on certain  delinquent,  canceled and  non-performing  leases.  The
loans, some of which bear interest at 8% per annum and were due at various times
during 1998,  are  currently  in default.  In 1998  management  undertook a full
review of the loans to evaluate their  collectibility and determined that, based
on various events and circumstances,  including the default status of the loans,
that  the  loans  had been  impaired  and a  reserve  for  uncollectibility  was
required.  Accordingly,  the  loans as of March  31,  1999 are  stated  net of a
$1,775,000 reserve established during fiscal 1998.

     In April 1999, the Company advised Global that it would no longer be making
loans  effective  April 30, 1999.  The Company has  developed a buy-out plan for
leaseholders  holding Global leases on May 1, 1999.  The plan,  which will be in
the form of an exchange  offering,  will offer to purchase all Global  leases in
exchange for a newly  created,  unregistered  series of the Company's  preferred
stock,  which will pay a cash dividend of 6% per annum. The preferred stock will
be  convertible  into two shares of the  Company's  common  stock.  The exchange
offering will be based upon the lease payments  owing to each  leaseholder as of
April 30, 1999, at the 60% payment plan  implemented  by Global as of August 15,
1998.
                                       9
<PAGE>


     All  leaseholders  who accept the exchange offer will be required to assign
all rights in any leases or lease  payments that they have in all Global leases,
and must sign a general  release and  assignment  of claims to the Company.  The
Company will then become the  recipient of all paying leases that it acquires in
the exchange. There is no assurance as to the dollar amount or collectibility of
any  lease  payments  that may be  acquired  by the  Company  as a result of the
exchange offering.

     Financing  activities  used cash of  $44,000  during the 1999  period.  The
Company received  proceeds of $57,000 from the exercise of 39,250 stock options.
This was offset by  payments on loans  during the  quarter of  $51,000,  and the
second principal  payment of $50,000 to National Guardian Life Insurance Company
under the terms of a subordinated loan agreement.

     Management  believes  that  operating  income will  satisfy  the  Company's
liquidity needs, at least through the current fiscal year.

Year 2000 Issue
 
     The onset of the year 2000 brings  challenges to companies who use and rely
on computers  and  technology as a function of their  businesses.  Many existing
computer programs were designed and developed without  considering the impact of
the upcoming change in the century. If not corrected, many computer applications
could fail or create erroneous results by or at the year 2000.
 
     The Company has reviewed its  compliance  with what has come to be known as
the Year 2000 Issue  ("Y2K").  The  Company  does not create or develop  its own
proprietary  computer  programs.  Rather,  it is reliant  on outside  vendors or
providers for  verification of the compliance of their  applications,  which are
utilized by the Company.  The Company has  currently  identified 17 programs and
applications that were purchased/licensed by the Company for various departments
as mission  critical  systems  requiring  compliance with Y2K. We have requested
each vendor to supply verification that the program and/or application  utilized
by the firm is, or will be, Y2K compliant before the Year 2000. To date, none of
these  vendors  have  failed to  provide a  statement  of  compliance.  The most
significant of these outside vendors is the Company's clearing firm,  Schroder &
Co.,  Inc.  Schroder  & Co.  has been  mandated  by the NYSE to  participate  in
industry testing of all computer interfaces  relating to securities  processing.
These tests have been ongoing since early Spring 1999. To date,  the Company has
not been advised of any problems relating to the clearing firm's compliance with
Y2K readiness.  The Company  voluntarily  agreed to participate with Schroder in
point to point testing of the interfaces and  applications  provided by them. We
anticipate that such tests will be completed by August 31, 1999.
 
     The  Company  has  designated  an  individual  within the  organization  to
coordinate the Y2K compliance  issues and to communicate  with each software and
service provider, to ensure Y2K compliance before the turn of the century. While
management  has  not  finalized  an  estimate  of the  cost of  internal  system
modifications,  it does not believe that these costs will have a material impact
on the Company's operations in fiscal 1999.

     In addition,  FMSC  inventoried  its computer and systems  operations  that
could be affected by Y2K issues,  including steps to remediate systems requiring
such attention. This has included a review of our facilities,  office equipment,
telecommunications  systems,  market data services and third-party  products and
services used by our company,  and retention of  consultants,  where  necessary.
During  February  1999,  FMSC  issued a letter  to  securities  account  clients
reporting on the progress of its Y2K readiness  program.  The Company is working
to take the necessary steps to ensure,  as far as  practicable,  that the firm's
systems will function without  interruption  after the millennium  change.  FMSC
expects to continue its evaluation process relating to contingency planning.

                                       10
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 5.  Other Information.

Global Loans and Leaseholder Offering

     From June 1997 through April 1999,  the Company,  through its  wholly-owned
subsidiary  Montauk  Advisors  Inc.,  ("MAI"),  made  various  loans  to  Global
Financial  Corp.  ("Global").  These  loans have a balance as of May 12, 1999 of
$2,255,000  before  reserves.  In the first quarter  1999,  the amount loaned to
Global  was  $148,584.  Global is a lease  servicing  company  that sold  leases
through  MAI.  These  loans  were made for the  purpose of  assisting  Global in
meeting cash flow deficiencies  arising from the nonpayment of scheduled monthly
installments on certain  delinquent,  canceled and  non-performing  leases.  The
loans, some of which bear interest at 8% per annum and were due at various times
during 1998,  are  currently  in default.  In 1998  management  undertook a full
review of the loans to evaluate their  collectibility and determined that, based
on various events and circumstances,  including the default status of the loans,
that  the  loans  had been  impaired  and a  reserve  for  uncollectibility  was
required.  Accordingly,  the  loans as of March  31,  1999 are  stated  net of a
$1,775,000  reserve  established  during fiscal 1998. In April 1999, the Company
advised Global that it would no longer be making loans effective April 30, 1999.

     The Company has developed a buy-out plan for  leaseholders  holding  Global
leases on May 1, 1999.  Through a private  exchange  offering,  the Company will
offer  to  purchase  all  Global  leases  in  exchange  for  a  newly   created,
unregistered  series of the  Company's  preferred  stock,  which will pay a cash
dividend  of 6% per annum.  The  preferred  stock will be  convertible  into two
shares of the Company's common stock.  The exchange  offering will be based upon
the lease payments  owing to each  leaseholder as of April 30, 1999, as modified
by Global at the 60% payment plan as of August 15, 1998.

     All  leaseholders  who accept the exchange offer will be required to assign
all  rights in any leases  and/or  lease  payments  that they have in all leases
serviced by Global,  and must sign a general release and assignment of claims to
the  Company.  The Company will then become the  recipient of all paying  leases
that it acquires in the exchange.  There is no assurance as to the dollar amount
or collectibility of any lease payments that may be acquired by the Company as a
result of the exchange offering.
 
     The  securities  offered in the exchange  offering  will not be  registered
under the  Securities  Act and may not be offered  or sold in the United  States
absent registration or an applicable exemption from registration requirements.

                                       11
<PAGE>



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.




                                       12
<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: May 14, 1999                            /s/ William J. Kurinsky
                                               -------------------------
                                               William J. Kurinsky
                                               Secretary/Treasurer
                                               Chief Financial Officer and
                                               Principal Accounting Officer

                                               /s/ Herbert Kurinsky
                                               -------------------------
                                               Herbert Kurinsky
                                               President


                                       13
<PAGE>



                                 EXHIBIT INDEX
                                 -------------

               Exhibit 27  -  Financial Data Schedule



<TABLE> <S> <C>


<ARTICLE>                                           BD
<LEGEND>
     This  Schedule  contains  summary  financial   information  extracted  from
Consolidated Statement of Financial Condition at March 31, 1999 and Consolidated
Statement of Income -- Three Months ended March 31, 1999 and is qualified in its
entirety by reference  to such  financial  statements  included in Form 10-Q for
March 31, 1999.
</LEGEND>
<MULTIPLIER>   1,000
<CIK>                   0000083125    
<NAME>                  First Montauk Financial Corp.     
       
<S>                             <C>
<PERIOD-TYPE>              3-mos
<FISCAL-YEAR-END>                              Dec-31-1999
<PERIOD-START>                                 Jan-1-1999
<PERIOD-END>                                   Mar-31-1999
<CASH>                                         371
<RECEIVABLES>                                  3,103
<SECURITIES-RESALE>                            0
<SECURITIES-BORROWED>                          0
<INSTRUMENTS-OWNED>                            3,720
<PP&E>                                         2,122
<TOTAL-ASSETS>                                 12,107
<SHORT-TERM>                                   0
<PAYABLES>                                     3,118
<REPOS-SOLD>                                   0
<SECURITIES-LOANED>                            0
<INSTRUMENTS-SOLD>                             484
<LONG-TERM>                                    1,023
                          0
                                    0
<COMMON>                                       5,038
<OTHER-SE>                                     1,906
<TOTAL-LIABILITY-AND-EQUITY>                   12,107
<TRADING-REVENUE>                              2,266
<INTEREST-DIVIDENDS>                           401
<COMMISSIONS>                                  9,777
<INVESTMENT-BANKING-REVENUES>                  77
<FEE-REVENUE>                                  0
<INTEREST-EXPENSE>                             43
<COMPENSATION>                                 9,490
<INCOME-PRETAX>                                651
<INCOME-PRE-EXTRAORDINARY>                     651
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   648
<EPS-PRIMARY>                                  .07
<EPS-DILUTED>                                  .06
        


</TABLE>


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