FIRST MONTAUK FINANCIAL CORP
10-Q, 2000-05-18
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, 2000

                                       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

     9,888,627 Common Shares,  no par value,  were  outstanding as of
May 18, 2000.

<PAGE>
02
                          FIRST MONTAUK FINANCIAL CORP.

                                    FORM 10-Q

                                 MARCH 31, 2000

                                      INDEX

                                                                            Page

PART I.   FINANCIAL INFORMATION:

         Item 1.  Financial Statements
           Consolidated Statements of Financial Condition
            as of March 31, 2000 and December 31, 1999 ....................   3

           Consolidated Statements of Income for the
            Three Months Ended March 31, 2000 and 1999 ....................   4

           Consolidated Statements of Cash Flows for the
            Three Months Ended March 31, 2000 and 1999 ....................   5

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

         Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations .................... 7-9


PART II.  OTHER INFORMATION:

        Item 5. Other Information .........................................  10

        Item 6.  Exhibits and Reports on Form 8-K .........................  11

         Signatures .......................................................  12




<PAGE>
03
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<S>                                              <C>                   <C>

                                                     March 31,             December 31,
     ASSETS                                            2000                   1999

Cash                                             $    410,537          $      686,980
Due from clearing firm                              8,926,927               6,462,346
Trading and investment account securities           7,286,899               3,475,891
Commissions receivable                                208,139                 345,996
Global leases receivable                              662,784                 824,313
Notes receivable                                      330,884                 482,531
Employee and broker receivables                       488,091                 452,285
Property and equipment - net                        2,487,587               2,193,506
Due from officers                                     130,868                 132,754
Deferred tax asset-net                                849,884                 664,256
Other assets                                        1,554,620               1,338,326
                                                    ---------               ---------

     Total assets                                $ 23,337,220             $17,059,184
                                                    =========               =========

       LIABILITIES AND STOCKHOLDERS' EQUITY

Securities sold, but not yet
 purchased, at market                            $  1,797,645          $      180,280
Notes payable                                       1,326,178               1,477,428
Commissions payable                                 4,249,656               2,710,736
Accounts payable                                    1,193,407                 525,809
Accrued expenses                                    1,252,323               1,072,552
Income taxes payable                                1,391,824                 510,226
Other liabilities                                   1,117,225                 952,015
                                                    ---------               ---------

    Total liabilities                              12,328,258               7,429,046
                                                    ---------               ---------

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

Commitments and contingencies (See Notes)

Stockholders' equity

Convertible  preferred  stock,  5,000,000
  shares  authorized,  $.10 par  value,
  349,511 shares issued and outstanding,
  respectively; stated at liquidation value            34,951                  34,951
Common Stock, no par value, 30,000,000
 shares authorized, 9,594,427 and 10,035,943
 shares issued and outstanding, respectively        5,204,078               5,185,818
Additional paid-in capital                          4,112,489               4,080,730
Retained earnings                                   2,885,838               1,023,057
Less:  Deferred compensation                         (473,052)               (508,294)
Less:  Treasury stock                                (791,842)               (222,624)
                                                    ---------               ---------

       Total stockholders' equity                  10,972,462               9,593,638
                                                    ---------               ---------
                                                    ---------               ---------

       Total liabilities and stockholders'
        equity                                   $ 23,337,220          $   17,059,184
                                                    =========               =========




                       See notes to financial statements.
</TABLE>


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

                                               Three months ended March 31,
                                                 2000                1999
Revenues:

Commissions                           $       16,964,578     $        9,777,468
Principal transactions                         5,437,252              2,266,084
Investment banking                             1,231,177                 77,024
Interest and other income                        853,899                400,724
                                          --------------       ----------------

                                              24,486,906             12,521,300
                                          --------------       ----------------

Expenses:

Commissions, employee compensation
 and benefits                                 17,582,502              9,490,279
Clearing and floor brokerage                   1,395,130              1,108,935
Communications and occupancy                     711,557                641,035
Legal matters and related costs                  232,505                 46,558
Other operating expenses                       1,358,642                540,845
Interest                                          47,944                 42,727
                                          --------------       ----------------

                                              21,328,280             11,870,379
                                          --------------       ----------------

Income before income taxes                     3,158,626                650,921

Income taxes                                   1,270,306                  2,952
                                          --------------       ----------------

Net income                              $      1,888,320      $         647,969
                                          ==============       ================

Net income available to common
 stockholders                           $      1,862,781      $         647,969
                                          ==============       ================

Per share of Common Stock:
   Basic                                $           0.19      $            0.07
                                          ==============       ================

   Diluted                              $           0.17      $            0.06
                                          ==============       ================

Weighted average common shares
 outstanding-basic                             9,718,651              9,836,442
                                          ==============       ================

Weighted average common shares
 outstanding-diluted                          11,524,388             10,562,910
                                          ==============       ================




                       See notes to financial statements.
<PAGE>
05
<TABLE>

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

<S>                                                            <C>                    <C>

                                                                          Three months ended March 31,
                                                                           2000                 1999
INCREASE (DECREASE) IN CASH Cash flows from operating activities:

   Net income                                                  $        1,888,320      $          647,969
   Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                           140,345                  97,359
   Amortization                                                            76,160                  55,429
   Bad debt reserves                                                      346,145                    -
   Increase (decrease) in cash attributable to
     changes in operating assets and liabilities:
   Due from clearing firm                                              (2,661,086)                (39,705)
   Trading and investment account securities                           (3,811,008)               (996,979)
   Commissions receivable                                                 137,857                  64,204
   Due from officers                                                        1,886                    (757)
   Employee and broker receivables                                        (35,806)                 74,506
   Other assets                                                          (216,294)                283,800
   Deferred income taxes                                                 (185,628)                   -
   Securities sold but not yet purchased                                1,617,365                 157,156
   Commissions payable                                                  1,538,920                 465,875
   Accounts payable                                                       667,600                (310,858)
   Accrued expenses                                                       179,771                (275,774)
   Income taxes payable                                                   881,598                    -
   Other liabilities                                                      141,208                (132,749)
                                                                        ---------               ---------
       Total adjustments                                               (1,180,967)               (558,493)
                                                                        ---------               ---------
       Net cash provided by operating activities                          707,353                  89,476
                                                                        ---------               ---------

Cash flows from investing activities:

   Issuance of notes receivable                                              -                   (167,000)
   Collection of notes receivable                                           2,006                  24,268
   Collection of Global leases receivable                                 161,529                    -
   Additions to property and equipment                                   (442,950)               (144,865)
   Dispositions of property and equipment                                   8,523                    -
                                                                        ---------               ---------
       Net cash used in investing activities                             (270,892)               (287,597)
                                                                        ---------               ---------

Cash flows from financing activities:

   Payment of notes payable-bank                                         (106,788)                (73,981)
   Payment of capital lease payable                                       (29,619)                (27,027)
   Proceeds from exercise of common stock options                            -                     57,072
   Payment of preferred stock dividend                                    (25,539)                   -
   Exercise of stock options                                               18,260                    -
   Repurchase of common stock                                            (569,218)                   -
                                                                        ---------               ---------
       Net cash used in financing activities                             (712,904)                (43,936)
                                                                        ---------               ---------
Net decrease in cash                                                     (276,443)               (242,057)
Cash at beginning of                                                      686,980                 613,513
                                                                        ---------               ---------
Cash at end of period                                          $          410,537      $          371,456
                                                                        =========               =========
Supplemental  disclosures of cash flow information:
  Cash paid during the period for:

       Interest                                                $           47,944      $           42,727
                                                                        =========               =========

       Income taxes                                            $          574,285      $            2,952
                                                                        =========               =========


                                      See notes to financial statements.

</TABLE>


<PAGE>
06
                 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,
2000 and 1999. 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, 1999, as filed with the Securities and Exchange Commission on Form 10-K.

     The results reflected for the three-month  period ended March 31, 2000, are
not  necessarily  indicative of the results for the entire fiscal year to end on
December 31, 2000.

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 stock options and the deemed  conversion of preferred
stock and convertible debt.

NOTE 3 - SHARE REPURCHASE

     During the quarter ended March 31, 2000,  the Company  repurchased  294,200
shares  of its  common  stock  for  $569,217  under a share  repurchase  program
authorized in 1999.

NOTE 4 - SUBSEQUENT EVENT - NEW CLEARING/FINANCIAL AGREEMENT

     In May 2000,  the Company  entered into a 10-year  clearing  agreement with
Fiserv  Securities,  Inc.  under which Fiserv will act as the Company's  primary
clearing  broker.  In connection  with the clearing  agreement,  the Company and
Fiserv also entered into a financial agreement under which Fiserv will provide a
cash advance of $4,000,000 to the Company upon the date of conversion to Fiserv.
The funds,  net of federal and state  income  taxes,  will be used  primarily to
enable the  Company to pay for the cost of  conversion  to Fiserv and expand the
Company's business.  For financial reporting purposes, the Company will earn the
advance in accordance with an amortization  schedule established by the parties;
however,  the Company will incur an income tax  liability at its  effective  tax
rate on the entire  advance in the year in which it is received.  The Company is
required to repay any unearned  portion of the  $4,000,000 in the event it fails
to achieve  certain  minimum  performance  criteria or terminates  the agreement
under certain  circumstances  prior to the expiration  date as well as penalties
for early  termination.  Fiserv has also  agreed to provide  certain  additional
advances to the Company in the second,  third and fourth years of the  agreement
under  similar  conditions  provided the Company  achieves  certain  performance
criteria and subject to certain other conditions.  These advances,  if received,
will also be  amortized  to income as  earned  during  the term of the  clearing
agreement.  The Company  believes that the advance received net of taxes will be
sufficient to pay for the anticipated costs of conversion.


<PAGE>
07

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

Results of Operations

         The Company achieved its most profitable  period in its history for the
quarter ended March 31, 2000 (the "2000  period").  Total revenues were a record
$24,487,000, an increase of 96%, as compared to $12,521,000 for the 1999 period.
Net income for the 2000  period was  $1,863,000,  or $.19 and $.17 per basic and
diluted share, respectively, as compared to $648,000, or $.07 and $.06 per basic
and diluted  share  respectively,  in the  comparable  1999 period.  The Company
attributes the dramatic  results in both revenues and earnings to  extraordinary
demand for equity  securities  during the 2000  period,  and the  ability of our
growing network of affiliated financial professionals to capitalize on favorable
market conditions.

     Additionally,  gains from proprietary trading and market-making  activities
also experienced  substantial increases both in dollar terms and as a percentage
of total  revenues.  For the 2000 period,  principal  transactions  increased to
$5,437,000,  a 140%  increase  over the  comparable  period in 1999.  Gains from
equity transactions accounted for the largest increases, reflecting the positive
momentum in Nasdaq-listed stocks during the current quarter.

         Commission  revenues  from  the  sale of  listed  and  over-the-counter
securities,  mutual funds,  insurance  products,  fees from managed accounts and
other agency  transactions  increased  to  $15,918,000  (65% of total  revenues)
during the 2000 period as compared to $9,266,000  (74% of total revenues) in the
1999  period.   The  dollar  increase  resulted  primarily  from  agency  equity
transactions as retail  investment  volume continued at strong levels during the
2000 period.  Revenues from insurance-related  products increased by $400,000, a
57% increase over the 1999 period.  This  illustrates  the  Company's  continued
commitment to diversifying into growing the insurance segment of its business.

         Investment  banking revenues  increased in the first quarter of 2000 to
$1,231,177 from $77,000 in the 1999 period,  an increase of over 1400%.  This is
attributable to a significant increase in investment banking activity during the
2000 period,  which included the  completion of an initial  public  offering for
Jeremy's MicroBatch Ice Creams, Inc. and various private financings,  from which
the Company earned underwriting fees and concessions.

         During  the  2000  period  the  Company  paid   commissions,   employee
compensation  and employee  benefits of $17,583,000  (72% of total  revenues) as
compared to $9,490,000 (76% of total revenues) in the 1999 period. This category
includes  salaries,  commission  expense,  payroll taxes and fringe benefits for
salaried  employees.  The Company paid  salaries of $1,789,000  for  management,
operations  and  clerical  personnel,  as compared to  $1,148,000  in 1999.  The
increase is the result of the combination of the hiring of additional management
and  clerical  personnel  and  employee  performance  bonuses  of  approximately
$325,000.

         Commissions  paid to  registered  representatives  for the 2000  period
totaled  $15,298,000  (62% of total  revenues) as compared to $7,973,000 (64% of
total  revenues) in 1999.  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
relative  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 2000 to $1,395,000 (6% of total  revenues)
from  $1,109,000 (9% of total revenues) in 1999. The dollar increase is directly
related  to the level of  transaction  volume  and is  attributable  to a larger
number of overall  transactions by the firm's  registered  representatives.  The
percentage  increase of clearing  costs to gross  revenues  can and do fluctuate
depending  upon the product mix. Some  transactions,  such as options and bonds,
have a higher execution and clearing cost than others.  The Company has recently
entered into a new clearing agreement with Fiserv Securities, Inc. (Fiserv). The
Company will move its clearing  from  Schroder & Co. during the third quarter of
2000. (See "Liquidity and Capital Resources").

         Communications and occupancy costs were $712,000 (3% of total revenues)
for the 2000 period as compared to $641,000 (5% of total  revenues) for the 1999
period.  This is primarily due to increases in the areas of technology  support,
data market services and software enhancements.

         Legal matters and related costs during the 2000 period were $232,000 as
compared to $47,000 for the same period in 1999.  The majority of these expenses
were attributable to defense costs involving  various customer  arbitrations and
litigations  related to its  securities  business.  These  claims are in various
stages and are being vigorously contested.
<PAGE>
08



         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.

         Other operating expenses increased to $1,359,000 (6% of total revenues)
in 2000 from $541,000 (4% of total  revenues) in 1999.  Consulting  fees,  which
increased to $163,000,  included the hiring of outside  consultants to assist in
the upgrading of information retrieval systems and reporting  capabilities,  and
the use of an outside firm to handle  compliance  audits of affiliated  offices.
Also  included in other  operating  expenses is a charge of $464,000  for broker
loans and other  receivables  which management  deemed to be  uncollectible.  As
anticipated,  costs for marketing and advertising  increased by $100,000, as the
Company  launched  its  advertising  and business  development  campaign for its
Century Discount Investments division.

         The  effective  tax rate for the three  months ended March 31, 2000 was
40% as  compared  to less  than  1% in the  comparable  1999  period.  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.

     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.
Subsequent to March 31, 2000,  the U.S.  stock markets  experienced  significant
price and volume declines,  as well as a loss of liquidity resulting from a more
cautious investor outlook.  These factors are expected to slow the unprecedented
pace of revenue  and income  growth that the  Company  experienced  in the first
quarter of 2000.

Liquidity and Capital Resources

         The Company  maintains a highly  liquid  balance  sheet with 72% of the
Company's assets consisting of cash,  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.

         Net cash from operating activities during the 2000 period provided cash
of $707,000.  Cash was generated  primarily from net income of  $1,888,000,  the
increase in securities sold but not yet purchased,  and  commissions  payable of
$1,617,000 and $1,539,000,  respectively,  and non-cash adjustments of $563,000.
Non-cash adjustments  consisted of depreciation  charges,  amortization of stock
option  compensation,  non-cash  losses and loan  reserves.  These  inflows were
partially  offset by an increase in long  inventory  positions of $3,811,000 and
the receivable from the Company's clearing firm of $2,661,000.  The Company also
paid down accounts  payable and other current  liabilities by $1,870,000  during
the 2000 period.

         Investing activities required cash of $271,000 during the first quarter
of 2000. Additions to capital expenditures consumed $443,000,  primarily for the
purchase of a specialized  telecommunications system for trading operations, and
computers and office  equipment  for  administrative  use. The Company  projects
expenditures for technology and other capital needs to be approximately $500,000
for the remainder of fiscal 2000.  The  collection  of Global leases  receivable
provided cash of $162,000.

         Financing  activities used cash of $713,000  during the 2000 period.  A
total of $569,000 was used to repurchase  294,200 of the  Company's  outstanding
shares  pursuant  to a stock  repurchase  program  authorized  by the  board  of
directors in August 1999. In addition,  the Company made notes and capital lease
repayments  of $136,000  and  dividend  payments to  preferred  stockholders  of
$26,000.  A total of $18,000 was  received  from the  exercise  of 14,800  stock
options by various individuals during the year.
<PAGE>
09



     In May 2000,  the Company  entered into a 10-year  clearing  agreement with
Fiserv  Securities,  Inc.  under which Fiserv will act as the Company's  primary
clearing  broker.  In connection  with the clearing  agreement,  the Company and
Fiserv also entered into a financial agreement under which Fiserv will provide a
cash advance of $4,000,000 to the Company upon the date of conversion to Fiserv.
The funds,  net of federal and state  income  taxes,  will be used  primarily to
enable the  Company to pay for the cost of  conversion  to Fiserv and expand the
Company's business.  For financial reporting purposes, the Company will earn the
advance in accordance with an amortization  schedule established by the parties;
however,  the Company will incur an income tax  liability at its  effective  tax
rate on the entire  advance in the year in which it is received.  The Company is
required to repay any unearned  portion of the  $4,000,000 in the event it fails
to achieve  certain  minimum  performance  criteria or terminates  the agreement
under certain  circumstances  prior to the expiration  date as well as penalties
for early  termination.  Fiserv has also  agreed to provide  certain  additional
advances to the Company in the second,  third and fourth years of the  agreement
under  similar  conditions  provided the Company  achieves  certain  performance
criteria and subject to certain other conditions.  These advances,  if received,
will also be  amortized  to income as  earned  during  the term of the  clearing
agreement.  The Company  believes that the advance received net of taxes will be
sufficient to pay for the anticipated costs of conversion.

<PAGE>
10

                                     PART II

                                OTHER INFORMATION

Item 5.  Other Information.

     In May 2000,  the Company  entered into a 10-year  clearing  agreement with
Fiserv  Securities,  Inc.  under which Fiserv will act as the Company's  primary
clearing  broker.  In connection  with the clearing  agreement,  the Company and
Fiserv also entered into a financial agreement under which Fiserv will provide a
cash advance of $4,000,000 to the Company upon the date of conversion to Fiserv.
The funds,  net of federal and state  income  taxes,  will be used  primarily to
enable the  Company to pay for the cost of  conversion  to Fiserv and expand the
Company's business.  For financial reporting purposes, the Company will earn the
advance in accordance with an amortization  schedule established by the parties;
however,  the Company will incur an income tax  liability at its  effective  tax
rate on the entire  advance in the year in which it is received.  The Company is
required to repay any unearned  portion of the  $4,000,000 in the event it fails
to achieve  certain  minimum  performance  criteria or terminates  the agreement
under certain  circumstances  prior to the expiration  date as well as penalties
for early  termination.  Fiserv has also  agreed to provide  certain  additional
advances to the Company in the second,  third and fourth years of the  agreement
under  similar  conditions  provided the Company  achieves  certain  performance
criteria and subject to certain other conditions.  These advances,  if received,
will also be  amortized  to income as  earned  during  the term of the  clearing
agreement.  The Company  believes that the advance received net of taxes will be
sufficient to pay for the anticipated costs of conversion.

     During the quarter ended March 31, 2000,  the Company  repurchased  294,200
shares  of its  common  stock  for  $569,217  under a share  repurchase  program
authorized in 1999.



<PAGE>
11


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

                           (a)  Exhibits

                                Exhibit 11 - Computation of Earnings Per Share

                                Exhibit 27 - Financial Data Schedule


                             (b) Reports on Form 8-K

                                    There were no reports on Form 8-K filed.



<PAGE>
12

                                  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 18, 2000                            /s/ William J. Kurinsky
                                               -------------------------
                                               William J. Kurinsky
                                               Secretary/Treasurer
                                               Chief Financial Officer and
                                               Principal Accounting Officer

                                               /s/ Herbert Kurinsky

                                               -------------------------
                                               Herbert Kurinsky
                                               President



<PAGE>
13
                                  EXHIBIT INDEX

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

                Exhibit 11 -    Computation of Earnings Per Share

                Exhibit 27 -    Financial Data Schedule



Exhibit 11

                               First Montauk Financial Corp.
                             Computation of Earnings Per Share
<TABLE>
<S>                                                          <C>                <C>

                                                                Three months ended March 31,
                                                                   2000             1999
Numerator:

Basic:

Net income (loss)                                            $   1,888,320      $   647,969
Deductions:
   Preferred stock dividends                                       (25,539)            -
                                                                -----------       ---------

Net income (loss) for basic computation                 [A]  $   1,862,781      $   647,969
                                                                ===========       =========

Diluted:

Net income (loss) for basic computation                      $   1,862,781      $   647,969
Additions:
   Preferred stock dividends                                        25,539          -
   Interest on convertible debt, net of taxes                       14,046           12,968
                                                                ----------       ----------

Net income (loss) for diluted computation               [B]  $   1,902,366      $   660,937
                                                                ==========       ==========

Denominator:

Basic:

Weighted average common shares outstanding              [C]      9,718,651        9,836,442
                                                                ==========       ==========

Diluted:

Weighted average common shares outstanding-basic                 9,718,651        9,836,442
Additions:
   Incremental shares from assumed conversion of
   stock options and warrants using the treasury stock
   method                                                          381,452          346,468

   Incremental shares from assumed conversion of
   convertible debt and preferred stock using the
   if-converted method                                           1,424,285          380,000
                                                                ----------       ----------

Weighted average common and common equivalent
   shares outstanding-diluted                           [D]     11,524,388       10,562,910
                                                                ==========       ==========

Per share:

Basic                                               [A]/[C] $         0.19      $      0.07

Diluted                                             [B]/[D] $         0.17      $      0.06


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                           BD
<LEGEND>

     This  Schedule  contains  summary  financial   information  extracted  from
Consolidated Statement of Financial Condition at March 31, 2000 and Consolidated
Statement of Income -- Three Months ended March 31, 2000 and is qualified in its
entirety by reference  to such  financial  statements  included in Form 10-Q for
March 31, 2000.

</LEGEND>
<MULTIPLIER>   1,000
<CIK>                   0000083125
<NAME>                  First Montauk Financial Corp.


<S>                                            <C>
<PERIOD-TYPE>                                  3-mos
<FISCAL-YEAR-END>                              Dec-31-2000
<PERIOD-START>                                 Jan-1-2000
<PERIOD-END>                                   Mar-31-2000
<CASH>                                         411
<RECEIVABLES>                                  10,617
<SECURITIES-RESALE>                            0
<SECURITIES-BORROWED>                          0
<INSTRUMENTS-OWNED>                            7,287
<PP&E>                                         2,488
<TOTAL-ASSETS>                                 23,337
<SHORT-TERM>                                   0
<PAYABLES>                                     8,087
<REPOS-SOLD>                                   0
<SECURITIES-LOANED>                            0
<INSTRUMENTS-SOLD>                             1,798
<LONG-TERM>                                    0
                          0
                                    35
<COMMON>                                       5,204
<OTHER-SE>                                     5,733
<TOTAL-LIABILITY-AND-EQUITY>                   23,337
<TRADING-REVENUE>                              5,437
<INTEREST-DIVIDENDS>                           618
<COMMISSIONS>                                  16,965
<INVESTMENT-BANKING-REVENUES>                  1,231
<FEE-REVENUE>                                  179
<INTEREST-EXPENSE>                             48
<COMPENSATION>                                 17,583
<INCOME-PRETAX>                                3,159
<INCOME-PRE-EXTRAORDINARY>                     3,159
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,888
<EPS-BASIC>                                    .19
<EPS-DILUTED>                                  .17



</TABLE>


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