SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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
8,527,164 Common Shares, no par value, were outstanding as of December 10,
2002.
Page 1 of 3
FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30,
2002 2001
(unaudited) (unaudited)
INCREASE (DECREASE) IN CASH
Cash flows from operating activities:
Net loss $ (1,773,320) $ (3,477,036)
-------------- --------------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 380,457 436,302
Amortization 11,580 148,635
Reserves and allowances - 200,000
Increase (decrease) in cash attributable to
changes in assets and liabilities
Due from clearing firm (502,860) (2,131,138)
Trading and investment account securities 614,903 2,877,589
Due from officers (24,119) (24,855)
Employee and broker receivables 770,519 (439,682)
Deferred income taxes - (510,888)
Other assets 259,983 (742,143)
Income tax refund receivable 1,069,442 -
Deferred income (416,822) (300,000)
Securities sold but not yet purchased (141,729) (71,559)
Commissions payable (885,350) 1,199,683
Accounts payable 141,433 467,385
Accrued expenses 1,700 43,069
Income taxes payable - (868,675)
Other liabilities (457,508) (359,454)
-------------- --------------
Total adjustments 821,629 (75,731)
-------------- --------------
Net cash used in operating activities (951,691) (3,552,767)
-------------- --------------
Cash flows from investing activities:
Collection of notes receivable - 18,000
Collection of Global leases receivable 153,641
Additions to property and equipment (171,881) (300,432)
-------------- --------------
Net cash used in investing activities (171,881) (128,791)
-------------- --------------
Cash flows from financing activities:
Payment of notes payable (185,558) (245,625)
Payments of capital lease (146,891) (188,153)
Proceeds from capital lease financing - 606,195
Payment toward purchase of treasury stock (25,016) (143,564)
Payments of preferred stock dividends (74,518) (48,305)
-------------- --------------
Net cash used in financing activities (431,983) (19,452)
-------------- --------------
Net decrease in cash and cash equivalents (1,555,555) (3,701,010)
Cash and cash equivalents at beginning of period 1,779,554 3,701,010
-------------- --------------
Cash and cash equivalents at end of period 223,999 -
============== ==============
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest $ 69,712 $ 118,664
============== ==============
Income taxes $ (1,113,646) $ 894,331
============== ==============
Noncash financing activity:
Property and equipment financed under capital leases $ - $ 662,290
============== ==============
See notes to financial statements.
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: December 10, 2002 /s/ William J. Kurinsky
----------------------------------
William J. Kurinsky
Secretary/Treasurer
Chief Financial Officer and
Principal Accounting Officer
/s/ Herbert Kurinsky
----------------------------------
Herbert Kurinsky
President
CERTIFICATIONS
I, Herbert Kurinsky, Chief Executive Officer of First Montauk Financial
Corp. certify that:
1. I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q of
First Montauk Financial Corp.;
2. Based on my knowledge, this amendment to quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amendment to quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this amendment
to quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d- 14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this amendment to quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
amendment to quarterly report (the "Evaluation Date"); and
(c) presented in this amendment to quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
amendment to quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: December 10, 2002
/s/ Herbert Kurinsky
- -------------------------------------------
Herbert Kurinsky, Chief Executive Officer
First Montauk Financial Corp.
CERTIFICATIONS
I, William J. Kurinsky, Chief Financial Officer of First Montauk Financial
Corp. certify that:
1. I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q of
First Montauk Financial Corp.;
2. Based on my knowledge, this amendment to quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amendment to quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this amendment
to quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d- 14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this amendment to quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
amendment to quarterly report (the "Evaluation Date"); and
(c) presented in this amendment to quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
amendment to quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: December 10, 2002
/s/ William J. Kurinsky
- ---------------------------------------------
William J. Kurinsky, Chief Financial Officer
First Montauk Financial Corp.
Exhibit 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Amendment No. 1 to Quarterly Report of FIRST MONTAUK
FINANCIAL CORP. (the "Company") on Form 10-Q for the period ending September 30,
2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Herbert Kurinsky, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
(1) The Amendment to Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Amendment to Report fairly presents,
in all material respects, the financial condition and result of operations of
the Company.
/s/ Herbert Kurinsky
- -----------------------------------
Herbert Kurinsky
Chief Executive Officer
December 10, 2002
Exhibit 99.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Amendment No. 1 to Quarterly Report of FIRST MONTAUK
FINANCIAL CORP. (the "Company") on Form 10-Q for the period ending September 30,
2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, William J. Kurinsky, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
(1) The Amendment to Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Amendment to Report fairly presents,
in all material respects, the financial condition and result of operations of
the Company.
/s/ William J. Kurinsky
- -----------------------------------
William J. Kurinsky
Chief Financial Officer
December 10, 2002