SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
- -------------------------------------------------------------------------------
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____
Indicate by check whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).
Yes No__X__
APPLICABLE ONLY TO CORPORATE ISSUERS:
8,529,030 Common Shares, no par value, were outstanding as of
September 5, 2003.
Page 1 of 13
Explanatory Note
This Amendment Number 1 to the Quarterly Report on Form 10-Q/A of First Montauk
Financial Corp. for the fiscal quarter ended June 30, 2003 is being filed in
order to:
1) Amend the Results of Operations discussion in the Management's
Discussion and Analysis of Financial Condition and Results of Operations (Item 2
of Part I of Quarterly Report on Form 10-Q) to correct the disclosure of revenue
for the firm's principal transactions; and
2) Restate the disclosure provided in Item 5 of Part II of the Quarterly
Report on Form 10-Q in order to provide information inadvertently omitted from
the Quarterly Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Factors Affecting "Forward-Looking Statements"
From time to time, the Company may publish "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended, or make oral
statements that constitute forward-looking statements. These forward-looking
statements may relate to such matters as anticipated financial performance,
future revenues or earnings, business prospects, projected ventures, new
products, anticipated market performance, and similar matters. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company cautions readers that a variety of factors could cause the
Company's actual results to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements. These
risks and uncertainties, many of which are beyond the Company's control,
include, but are not limited to: (i) transaction volume in the securities
markets, (ii) the volatility of the securities markets, (iii) fluctuations in
interest rates, (iv) changes in regulatory requirements which could affect the
cost of doing business, (v) fluctuations in currency rates, (vi) general
economic conditions, both domestic and international, (vii) changes in the rate
of inflation and related impact on securities markets, (viii) competition from
existing financial institutions and other participants in competition from
existing financial institutions and other participants in the securities
markets, (ix) legal developments affecting the litigation experience of the
securities industry, and (x) changes in federal and state tax laws which could
affect the popularity of products sold by the Company. The Company does not
undertake any obligation to publicly update or revise any forward-looking
statements. The reader is referred to the Company's previous filings on Form
10-Q for the period ended March 31, 2003 and Form 10-K for the year ended
December 31, 2002.
Overview
First Montauk Financial Corp. ("FMFC" or the "Company") is a New
Jersey-based financial services holding company whose principal subsidiary,
First Montauk Securities Corp. ("FMSC"), has operated as a full service retail
and institutional securities brokerage firm since 1987. FMSC provides a broad
range of securities brokerage and investment services to a diverse retail and
institutional clientele, as well as corporate finance and investment banking
services to corporations and businesses. In 1997, FMSC established Century
Discount Investments, a discount brokerage division. FMFC also sells insurance
products through its subsidiary Montauk Insurance Services, Inc.
FMSC has approximately 476 registered representatives and services over
60,000 retail and institutional customer accounts. With the exception of two
Company-leased branch offices, all of FMSC's 185 other branch office and
satellite locations in 33 states are owned and operated by affiliates,
independent owners who maintain all appropriate licenses and are responsible for
all office overhead and expenses. FMSC also employs registered representatives
directly at its corporate office and the Company-leased branch offices.
FMSC is registered as a broker-dealer with the Securities and Exchange
Commission, the National Association of Securities Dealers Regulation, Inc., the
Municipal Securities Rule Making Board, and the Securities Investor Protection
Corporation and is licensed to conduct its brokerage activities in all 50
states, the District of Columbia, and the Commonwealth of Puerto Rico. All
securities transactions are cleared through Fiserv Securities, Inc. of
Philadelphia, PA. and various floor brokerage and specialist firms provide
execution services. These arrangements provide FMSC with back office support,
transaction processing services on all principal, national and international
securities exchanges, and access to many other financial services and products
which allows FMSC to offer products and services comparable to large brokerage
firms.
RESULTS OF OPERATIONS
The results of operations for the six months and three months ended June
30, 2003 (the "2003 period" and the "2003 quarter," respectively) showed an
increase in revenues over the same periods in the prior year (the "2002 period"
and the "2002 quarter," respectively). Total revenue for the 2003 quarter
reflects the single highest revenue quarter since March 31, 2000. The continued
lower interest rate environment, combined with the end to the major conflict in
Iraq, positively affected investor confidence, and aided in their decision to
once again return to investing in the equity markets.
The Company's primary source of revenue is derived from commissions
generated on agency transactions, including the sales of listed and
over-the-counter stocks and options. Revenues from agency transactions increased
$727,000, or 11%, from $6,722,000 to $7,449,000 during the 2003 quarter. For the
six months ended June 30, 2003, there was a slight decrease in these revenues,
from $12,912,000 in the 2002 period, to $12,287,000 in the 2003 period.
Revenues from mutual fund commissions decreased for both the 2003 quarter
and the 2003 period. Mutual fund revenues decreased $474,000, from $3,275,000 in
the 2002 period to $2,801,000, in the 2003 period, a decrease of 14%, and
$221,000 from $1,811,000 to $1,590,000 in the 2002 and 2003 quarters,
respectively, a decrease of 12%.
Revenues from insurance commissions decreased $301,000, from $2,409,000 in
the 2002 period, to $2,108,000 in the 2003 period, a decrease of 12%. For the
2003 quarter, there was a slight increase of $96,000 over the 2002 quarter.
On the other hand, total revenues from principal transactions, which
include mark-ups/mark-downs on transactions in which the company acts as
principal, proprietary trading, syndicate commissions and fixed income
securities, showed significant increases during both periods in 2003. For the
2003 quarter, gross revenue from mark-ups/mark-downs on principal transactions
increased $784,000, from $505,000 to $1,289,000, an increase of 155% over the
2002 quarter. The significant increase in syndicate revenues of $644,000 for the
2003 quarter and $593,000 for the 2003 period, as compared to the comparable
periods in 2002, reflects a heightened investor desire for new offerings.
Revenues from trading in the firm's proprietary equity accounts decreased for
the 2003 quarter by $47,000, from $241,000 in the 2002 quarter to $194,000 in
the 2003 quarter. Due to the continued uncertainties in the equity markets, the
firm reduced its exposure to trading risk by eliminating certain trading
accounts and improving risk management. Revenues from principal transactions in
the fixed income sector increased during both 2003 periods. Revenues from all
fixed income sources, which includes municipal, government, corporate bonds and
unit investment trusts increased to $1,041,000 from $822,000 and $2,201,000 from
$1,569,000 for the 2003 quarter and 2003 period, respectively. Unrealized gains
in securities inventory increased by $132,000; from an unrealized loss of
$121,000 for the 2002 quarter to an unrealized gain of $11,000 for the 2003
quarter.
Investment banking revenues for the 2003 quarter were $168,000, an increase
of $128,000, over the 2002 quarter. During the six month period ended June 30,
2003, revenues increased to $363,000 from $103,000 during the first six months
of 2002, an increase of $260,000.
Interest and other income for the 2003 quarter totalled $1,250,000 as
compared to $896,000 in the 2002 quarter. For the six month period ended June
30, 2003, interest and other income increased to $2,100,000 from $1,777,000 for
the first six months of 2002. While interest income remained relatively
constant, the increase is primarily attributable to a recovery of bad debt
write-offs and increases in charges to customers during the 2003 quarter.
Compensation expense increased $1,553,000, or 14%, to $12,384,000 in the
2003 quarter, from $10,831,000 in the 2002 quarter. Commission expense, which is
directly related to commissionable revenues, increased 18%, or $1,656,000, from
$8,956,000 in the 2002 quarter, to $10,612,000 in the 2003 quarter. Salaries and
benefits expense decreased $103,000, or 5%, from $1,875,000 in the 2002 quarter,
to $1,772,000 in the 2003 quarter due to staff reductions implemented in 2002
and 2003.
Compensation expense showed a slight increase of $173,000, or 1%, to
$21,482,000 in the 2003 period, from $21,309,000 in the 2002 period. Commission
expense increased 2%, or $339,000, from $17,623,000 in the 2002 period to
$17,962,000 in the 2003 period. Salaries and benefits expense decreased
$166,000, or 5%, from $3,686,000 in the 2002 period, to $3,520,000 in the 2003
period due to the same reasons described above.
Communication and occupancy expenses decreased $198,000, or 22%, from
$878,000 in the 2002 quarter to $680,000 in the 2003 quarter. The decrease is
attributable to a one-time credit for excess CAM charges on the corporate
headquarters' lease; the elimination of two company leased branch offices and
their related costs and equipment rental expenses.
Legal matters and related costs increased $1,983,000 to $2,356,000 during
the 2003 quarter as compared to $373,000 in the 2002 quarter. This increase is
primarily attributable to the costs to defend and settle asserted claims of
approximately $13 million arising from customer purchases of high-yield
corporate bonds. As discussed in Footnote 11 - Subsequent Events, the Company
entered into a global settlement with a number of these claimants in July 2003.
As of June 30, 2003, the Company has accrued approximately $2,130,000, including
the cost of the July 2003 settlement, for litigation costs that are probable and
can be reasonably estimated based on a review of existing claims, arbitrations
and unpaid settlements. In addition to those claims settled in July, there
remain nine additional arbitrations representing approximately $1.7 million in
asserted damages arising from the same or similar allegations. The Company is
vigorously defending these actions and believes that there are meritorious
defenses in each case. There is no remaining insurance coverage available for
the payment of settlements and/or judgments that may result from these claims.
FMSC has also filed a claim against one of its competitors for raiding,
unfair competition and use of proprietary and confidential information. The
Company has obtained temporary injunctive relief from the Supreme Court of New
York, as well as a consent injunctive order from an NASD arbitration panel. A
hearing will be held later this year to determine the damages portion of the
Company's claims. Management is unable to determine at this time what damages,
if any, might be awarded.
Other operating expenses decreased to $904,000 in the 2003 quarter, from
$1,060,000 in the 2002 quarter. For the six month period ending June 30, 2003
and 2002, these expenses decreased to $1,533,000 from $1,969,000, respectively.
Bad debt expenses decreased from $219,000 during the 2002 quarter to $3,000 in
the 2003 quarter, and from $361,000 for the first six months of 2002 to $1,000
for the six month period ended June 30, 2003. The cost for errors and omission
insurance increased by $153,000 for the 2003 six-month period, resulting from
the substantial increase in premiums from the Company's policy renewal in
January 2003.
The Company has reported an effective tax rate of 0% for all periods
presented due to net operating losses. The tax benefits of these losses and
other temporary differences have been offset by increases in the tax valuation
allowance due to management's uncertainty as to the ultimate realization of such
benefits.
For the six month period ended June 30, 2003, the Company reported a net
loss available to common stockholders of $1,748,000 or $.20 per basic and
diluted share, as compared to the net loss available to common stockholders
reported for the same period in 2002 of $1,318,000 or $.15 per basic and diluted
share. For the three months ended June 30, 2003, the Company reported a net loss
applicable to common stockholders of $1,251,000, or $.15 per basic and diluted
share, as compared to a net loss applicable to common stockholders of $998,000,
or $.12 per basic and diluted share for the second quarter of 2002.
LIQUIDITY AND CAPITAL RESOURCES
As with most financial firms, the Company maintains a highly liquid balance
sheet with 62% of the Company's assets consisting of cash, securities owned, and
receivables from the Company's clearing firm and other broker-dealers. 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.
Cash and cash equivalents decreased during the first six months of 2003 by
$76,000, to $2,563,000. Net cash used in operating activities was $49,000 for
the 2003 period. The primary components of the decrease are the loss of
$1,723,000 and an increase in other assets, comprised mainly of an increase in
prepaid insurance of $1,097,000, offset by an increase in commissions payable of
$2,046,000.
Under the financing agreement with Fiserv, the Company is eligible to
receive its fourth and final advance of $1,250,000 in November 2003, subject to
meeting certain performance criteria. Advances are subject to income taxes in
the year of receipt.
Additions to capital expenditures accounted for the entire use of cash from
investing activities of $57,000 during the first quarter of 2003. The Company
projects $150,000 in capital expenditures over the next twelve months.
Financing activities provided cash of $30,000 during the 2003 period. The
Company received gross proceeds of $210,000 from the second closing of its
private offering of 6% convertible debentures. This was offset by payments of
notes payable, capital leases and preferred stock dividends of $48,000, $107,000
and $25,000, respectively. During fiscal 2001, the Company entered into two
capital leases under a sale-leaseback financing with a leasing company. The sale
of the fixed assets resulted in a gain of approximately $45,000, which has been
deferred and is being amortized over the related lease terms. The leases,
totaling $662,000, are together payable in 36 monthly installments of $21,000
and an additional 12 installments of $3,900.
Consolidated Contractual Obligations and Lease Commitments
The tables below summarize information about the consolidated contractual
obligations as of June 30, 2003 and the effects these obligations are expected
to have on the Company's consolidated liquidity and cash flows in future years.
These tables do not include any projected payment amounts related to the
Company's potential exposure to arbitrations and other legal matters.
Future minimum operating lease payments as of June 30, 2003 are as
follows:
Future minimum operating lease payments as of June 30, 2003 are as follows:
Operating
Leases
2003 $ 555,003
2004 1,103,126
2005 296,302
2006 169,500
---------
Total minimum lease payments $2,123,931
=========
Future minimum lease payments as of June 30, 2003 are as follows:
Capital
Leases
2003 $124,458
2004 114,396
2005 15,711
2006 --
--------
Total minimum lease payments 254,565
Less: Amount representing interest (18,397)
$236,168
In 1999, the Company completed a private offering of Series A Convertible
Preferred Stock in connection with the settlement with holders of leases of
Global Financial Corp. Under the terms of the offering, each Global lease
investor who participated in the offering received one share of Preferred Stock
in exchange for every $5 of lease investment value that the investor was
entitled to receive from Global after certain adjustments. Each leaseholder was
required to assign their interest in all lease payments to which they were
entitled. Each share of the Preferred Stock is convertible into two shares of
Common Stock and pays a quarterly dividend of 6%. Pursuant to the offering, the
Company issued an aggregate of 349,511 shares of Series A Preferred Stock. The
offering was exempt from registration pursuant to Sections 4(2) and 4(6) of the
Securities Act of 1933, as amended, and Regulation D, promulgated thereunder.
The Company has suspended the quarterly payments of its Series A Preferred Stock
dividend in accordance with applicable state law (See Note 10 to the financial
statements and Part II Item 5.)
In October 2002, the Company commenced a private offering of up to
$3,000,000 of 6% convertible debentures to accredited investors. Each debenture
is convertible at an initial conversion price of $0.50 per share, subject to
adjustment for stock dividends, combinations, splits, recapitalizations, and
like events. Interest on the debentures accrues at the rate of 6% per annum and
is payable in cash on a semi-annual basis on April 1st and October 1st of each
year until maturity or conversion. Each debenture is due and payable five (5)
years from issuance, unless previously converted into shares of Common Stock.
The offering expired on March 1, 2003. In the offering, the Company sold an
aggregate amount of $1,240,000 of debentures, $1,030,000 in fiscal 2002 and
$210,000 in fiscal 2003. The proceeds of the financing will be used to satisfy
general working capital needs. The debentures have not been registered for offer
or sale under the Securities Act; such securities are being issued on the basis
of the statutory exemption provided by Section 4(2) of the Securities Act, as
amended, and/or Rule 506 of Regulation D, promulgated thereunder relating to
transactions by an issuer not involving any public offering.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Generally accepted accounting principles are complex and require management
to apply significant judgments to various accounting, reporting and disclosure
matters. Management of the Company must use assumptions and estimates to apply
these principles where actual measurement is not possible or practical.
For a complete discussion of the Corporation's significant accounting
policies, see "Management Discussion and Analysis" and "Notes to the
Consolidated Financial Statements" in the Company's 2002 Annual Report filed on
Form 10-K. Certain policies are considered critical because they are highly
dependent upon subjective or complex judgments, assumptions and estimates.
Changes in such estimates may have a significant impact on the financial
statements.
Item 3. Market Risk.
Certain of the Company's business activities expose it to market risk. This
market risk represents the potential for loss that may result from a change in
value of a financial instrument as a result of fluctuations in interest rates,
equity prices or changes in credit rating of issuers of debt securities. This
risk relates to financial instruments held by the company as investment and for
trading.
The Company's securities inventories are exposed to risk of loss in the
event of unfavorable price movements. The Company's securities inventories are
marked to market on a daily basis. The Company's market-making activities are
client-driven, with the objective of meeting clients' needs while earning a
positive spread. At June 30, 2003 and December 31, 2002, the balances of the
Company's equity securities positions owned and sold, not yet purchased were
approximately $490,000 and $412,000 and $184,000 and $0, respectively. In the
opinion of management, the potential exposure to market risk, trading volatility
and the liquidity of securities held in the firm's inventory accounts, could
potentially have a material effect on the Company's financial position.
The Company's activities involve the execution, settlement, and financial
of various transactions on behalf of its clients. Client activities are
transacted on either a cash or margin basis. The Company's client activities may
expose it to off-balance sheet credit risk. The Company may have to purchase or
sell financial instruments at the prevailing market price in the event of the
failure of a client to settle a trade on its original terms, or in the event
that cash and securities in the client margin accounts are not sufficient to
fully cover the client losses. The Company seeks to control the risks associated
with client activities by requiring clients to maintain collateral in compliance
with various regulations and Company policies.
PART II
OTHER INFORMATION
Item 5. Other Information.
The Company has declared and paid dividends on its Series A Preferred Stock
at the rate of 6% per annum on a quarterly basis since the third quarter of
1999. Currently, the Company is unable to continue to pay such dividends
pursuant to the New Jersey Business Corporation Act. The New Jersey Business
Corporation Act prohibits a corporation from paying dividends if its total
assets would be less than its total liabilities. Dividends will continue to
accrue on the outstanding shares of Series A Preferred Stock and will be paid
when the Company is legally authorized to do so under the New Jersey Business
Corporation Act.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 31.1 - Section 302 Certification of Herbert Kurinsky,
Chief Executive Officer
Exhibit 31.2 - Section 302 Certification of William J. Kurinsky,
Chief Financial Officer
Exhibit 32.1 - Certification pursuant to Section 1350 pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
by Herbert Kurinsky
Exhibit 32.2 - Certification pursuant to Section 1350 pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 by
William J. Kurinsky
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: September 5, 2003 /s/ William J. Kurinsky
-----------------------------
William J. Kurinsky
Secretary/Treasurer
Chief Financial Officer and
Principal Accounting Officer
/s/ Herbert Kurinsky
-----------------------------
Herbert Kurinsky
President
Exhibit 31.1
CERTIFICATION
I, Herbert Kurinsky, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of First Montauk
Financial Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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
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-15(e) and 15d-15(e)) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) [reserved];
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: September 5, 2003
/s/ Herbert Kurinsky
- -----------------------------------------
Herbert Kurinsky, Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, William J. Kurinsky, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of First Montauk
Financial Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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
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-15(e) and 15d-15(e)) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) [reserved];
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: September 5, 2003
/s/ William J. Kurinsky
- --------------------------------------------
William J. Kurinsky, Chief Financial Officer
Exhibit 32.1
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 the Amendment No. 1 to the Quarterly Report of FIRST
MONTAUK FINANCIAL CORP. (the "Company") on Form 10-Q for the period ending June
30, 2003 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 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 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
September 5, 2003
Exhibit 32.2
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 the Amendment No. 1 to the Quarterly Report of FIRST
MONTAUK FINANCIAL CORP. (the "Company") on Form 10-Q for the period ending June
30, 2003 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 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 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
September 5, 2003