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, 2004
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-6729
FIRST MONTAUK FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
New Jersey 22-1737915
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 842-4700
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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:
10,076,926 Common Shares, no par value, were outstanding as of August 19,
2004.
Page 1 of 15
02
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, 2004 is being filed in
order to correct certain numbers in the Consolidated Contractual Obligations and
Lease Commitments chart which were reported incorrectly.
03
FIRST MONTAUK FINANCIAL CORP.
FORM 10-Q/A
JUNE 30, 2004
INDEX
Page
PART I. FINANCIAL INFORMATION:
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................... 4-9
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K...................... 10
Signatures .................................................... 11
Officers' Certifications.......................................12-15
04
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Factors Affecting "Forward-Looking Statements"
From time to time, we 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, we caution readers that a variety of factors could cause our actual
results to differ materially from the anticipated results or other expectations
expressed in our forward-looking statements. These risks and uncertainties, many
of which are beyond our 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 new participants in competition from existing financial institutions and
other new 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 us. We do not undertake any obligation to publicly update or revise any
forward-looking statements. The reader is referred to our previous filings with
the Commission, including our Form 10-K for the year ended December 31, 2003 and
our other periodic reports as filed with the Commission.
Overview
We are a New Jersey-based financial services holding company whose
principal subsidiary, First Montauk Securities Corp., has operated as a full
service retail and institutional securities brokerage firm since 1987. Since
July 2000, First Montauk Securities Corp. has operated under the trade name
"Montauk Financial Group" and 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, Montauk Financial Group established Century Discount
Investments, a discount brokerage division. We also sell insurance products
through our subsidiary, Montauk Insurance Services, Inc.
Montauk Financial Group has approximately 413 registered representatives
and services over 61,000 retail and institutional customers. With the exception
of two corporate-leased branch offices, all of our other 153 branch office and
satellite locations in 29 states are owned and operated by affiliates;
independent owners who maintain all appropriate licenses and are responsible for
all office overhead and expenses. Montauk Financial Group also employs
registered representatives directly at its corporate office and one of its two
company-leased branch offices.
Montauk Financial Group 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, with various floor brokerage and
specialist firms providing execution services. These arrangements provide
Montauk Financial Group with back office support, transaction processing
services on all principal, national and international securities exchanges, and
access to other financial services and products.
05
Results of Operations
Three and Six Months Ended June 30, 2004 Compared to Three and Six Months
Ended June 30, 2003
The results of operations for the three months ended June 30, 2004, (the
"2004 quarter"), showed a 10% decrease in revenues over the same quarter in the
prior year (the "2003 quarter"), decreasing to $14,242,000, from $15,902,000 in
the 2003 quarter. Our revenues and operating results are influenced by general
economic and market conditions, particularly conditions in the equity market.
Uncertainty about interest rates, the upcoming election and the continued threat
of terrorism have all contributed to the lack of investor confidence in the
markets and reduced overall volume. For the 2004 quarter, we reported net income
applicable to common stockholders of $2,251, or $0.00 per basic and diluted
share, as compared to a net loss applicable to common stockholders reported in
the 2003 quarter, of $1,339,000, or ($0.16) per basic and diluted share.
The results of operations for the six months ended June 30, 2004, (the
"2004 period"), showed a 23% increase in revenues over the same period in the
prior year (the "2003 period"), increasing to $33,063,000, from $26,859,000 in
the 2003 period. For the 2004 period, we reported net income applicable to
common stockholders of $217,322, or $.02 per basic and diluted share, as
compared to a net loss applicable to common stockholder reported in the 2003
period, of $1,835,651, or ($0.21) per basic and diluted share.
The primary source of our revenue is commissions generated from securities
transactions, mutual funds, insurance products and fees from managed accounts.
Total revenues from commissions decreased $1,003,000, or 9%, to $10,239,000 for
the 2004 quarter, from $11,242,000 for the 2003 quarter, but increased 26% for
the 2004 period, to $23,752,000 from $18,891,000, when compared to the 2003
period.
Revenues from agency securities transactions, which consist primarily of
equity and option transactions, decreased $828,000, or 11%, from $7,449,000 in
the 2003 quarter to $6,621,000 in the 2004 quarter. Agency commissions, as a
percentage of total revenues, remained constant at 47%. For the first six months
of 2004, agency commissions were $16,102,000, as compared to $12,287,000, for
the same period in 2003, an increase of 31%. Agency commissions, as a percentage
of total revenues, increased to 49% from 46% when comparing these two periods.
Fees generated from managed accounts have continued to increase. Fee-based
revenues increased to $681,000 for the 2004 quarter and $1,304,000 for the 2004
period, an increase of approximately 57% and 53%, respectively, when compared to
the same periods in 2003. As more of our financial professionals move investor
capital from commission based transactional business to fees based on a
percentage of asset value, this segment of our business will continue to grow.
Total revenues from principal transactions, which include
mark-ups/mark-downs on transactions in which we act as principal, proprietary
trading, and the sale of fixed income securities, decreased $1,166,000, or 36%,
from $3,242,000 for the 2003 quarter to $2,076,000 for the 2004 quarter. For the
2004 period, this same category decreased from $5,503,000 in the 2003 period, to
$5,052,000 in the 2004 period, a decrease of 8%.
Investment banking revenues for the 2004 quarter increased from $168,000 in
the 2003 quarter, to $798,000 in the 2004 quarter, an increase of 375%. Revenues
for the 2004 period were $2,070,000, an increase of $1,707,000, or 470% over the
2003 period. This category includes new issues of equity and preferred stock
offerings in which we participated as a selling group or syndicate member, and
private offerings of securities in which we acted as placement agent. We have
benefited by the resurgence of investment banking deals by completing several
private offerings during the three and six month periods.
Interest and other income for the 2004 quarter totaled $1,128,000, as
compared to $1,250,000 for the 2003 quarter, and $2,189,000 versus $2,100,000
for the 2004 and 2003 periods, respectively. Interest income increased 11%, or
$70,000, in 2004, when compared to the 2003 quarter and 16%, or $199,000, when
compared to the 2003 period. Other income decreased $192,000 for the 2004
quarter and $110,000 for the 2004 period when compared to the same periods in
2003 and was primarily related to the decrease in recovery of bad debt
write-offs, offset by the increase in recognition of deferred income. Cash
advances that were received from our clearing firm, Fiserv Securities, Inc., are
deferred and amortized on a straight-line basis over the remaining contract
term. Other income included amortization of deferred revenue of approximately
$219,000 and $174,000 in the 2004 and 2003 quarters, respectively and $437,000
and $348,000 in the 2004 and 2003 periods, respectively.
06
Total expenses decreased by $3,025,000, or 18%, to $14,217,000 in the 2004
quarter. For the 2004 period, total expenses increased by 14%, to $32,800,000,
from $28,669,000 in the 2003 period. Compensation and benefits expense for
management, operations and clerical personnel increased for the 2004 quarter, to
$1,781,000 (12% of revenues) from $1,645,000 (10% of revenues), an increase of
$136,000 over the 2003 quarter. Included in this category are salaries, option
compensation, health insurance premiums, payroll taxes and 401(k) contribution
accruals. For the 2004 quarter, the increase was primarily attributable to the
amortization of deferred stock compensation. For the 2004 period, this same
category of expense was $3,700,000, compared to $3,276,000 for the 2003 period.
Amortization of deferred stock compensation and severance payments accounted for
the largest portion of the increase between the two periods.
Commission expense, consistently the largest expense category, which is
directly related to commission revenue, decreased 11%, or $1,177,000, from
$10,738,000 for the 2003 quarter to $9,561,000 for the 2004 quarter. Commission
expense for the 2004 period increased to $22,530,000, from $18,206,000 in the
2003 period, an increase of $4,324,000, or 24%.
Clearing and floor brokerage costs which are determined by the volume and
type of transactions, decreased $138,000, to $652,000 for the 2004 quarter, from
$790,000 for the 2003 quarter. For the 2004 period these costs increased
$84,000, to $1,442,000, from the 2003 period costs of $1,358,000. Clearing
costs, as a percentage of gross revenues, can fluctuate on an interim basis
depending upon the product mix.
Communications and occupancy costs increased during the 2004 quarter, from
$681,000 in the 2003 quarter to $706,000 in the 2004 quarter. For the six months
ended June 30, 2004, these costs increased slightly to $1,385,000 from
$1,374,000 for the same period in 2003. The increase in communication and
occupancy costs for both periods was primarily related to increases in equipment
rental and market data services.
The expense area that has decreased most dramatically in 2004 to date was
costs related to legal matters and settlements. These costs decreased by
$1,944,000, to $500,000 during the 2004 quarter, from $2,444,000 for the same
quarter in 2003. For the six month period of 2004, the decrease was $1,063,000
compared to the same six month period in 2003. In 2004, we implemented new
procedures related to the analysis, management and resolution of our outstanding
claims and control over outside legal costs.
We are a respondent or co-respondent in various legal proceedings that are
related to our securities business. We are contesting these claims and believe
that there are meritorious defenses in each case. However, litigation is subject
to many uncertainties, and some of these actions and proceedings may result in
adverse judgments. Further, the availability of insurance coverage is determined
on a case-by-case basis by the insurance carrier, and is limited to the coverage
limits within the policy for any individual claim and in the aggregate. After
considering all relevant facts, available insurance coverage and consultation
with litigation counsel, we believe that significant judgments or other
unfavorable outcomes from pending litigation could have a material adverse
impact on our consolidated financial condition, results of operations, and cash
flows in any particular quarterly or annual quarter, or in the aggregate, and
could impair our ability to meet the statutory net capital requirements of our
securities business.
As of June 30, 2004, we have accrued litigation costs that are probable and
can be reasonably estimated based on a review with outside counsel of existing
claims, arbitrations and unpaid settlements. We cannot give assurance that this
amount will be adequate to cover actual costs that may be subsequently incurred.
Further, it is not possible to predict the outcome of claims pending against us.
07
Other operating costs increased $32,000, to $936,000 in the 2004 quarter,
from $904,000 in the 2003 quarter. For the six month period ending June 30, 2004
and 2003, these expenses were $1,801,000 and $1,533,000, respectively, an
increase of $268,000. This increase was primarily attributable to a substantial
increase in our errors and omission insurance premiums under our initial renewal
policy that became effective in February 2003.
Liquidity and Capital Resources
We maintain a highly liquid balance sheet with approximately 67% of our
assets consisting of cash, securities owned, and receivables from our clearing
firm and other broker-dealers. The balances in these accounts can and do
fluctuate significantly from day to day, depending on general economic and
market conditions, volume of activity, and investment opportunities. These
accounts are monitored on a daily basis in order to ensure compliance with
regulatory capital requirements and to preserve liquidity. Overall, cash and
cash equivalents decreased during the period by $1,375,000. Net cash required by
operating activities during the 2004 period was $1,134,000, as a result of the
net income of $263,000, adjusted by non-cash charges including depreciation and
amortization of $480,000, increases in securities sold of $212,000 and warrants
subject to put options of $38,000 and decreases in the amount owed from our
clearing firm and employee and broker receivables of $303,000 and $338,000,
respectively. These increases in cash were offset by increases in securities
owned of $256,000, other assets of $379,000 and decreases in commissions'
payable and deferred income of $1,678,000 and $437,000, respectively.
As of June 30, 2004, we have accrued litigation costs that are probable and
can be reasonably estimated based on a review of existing claims, arbitrations
and unpaid settlements. Management cannot give assurance that this amount will
be adequate to cover actual costs that may be subsequently incurred. Further, it
is not possible to predict the outcome of other matters pending against us. We
will continue to vigorously defend against these matters.
Additions to capital expenditures accounted for the entire use of cash from
investing activities of $128,000 during the first six months of 2004. We
anticipate additions to capital expenditures for the remaining six months of
2004 to be about $150,000.
Financing activities consumed cash of $113,000 for the 2004 period.
Payments of capital leases were $92,000. In addition, during the period, we
repurchased 60,217 unregistered shares of our common stock from various parties
who had received the shares in a legal settlement for $21,162, including
interest.
In connection with a settlement agreement, we issued 750,000 five-year
warrants in three classes of 250,000 warrants each, with varying exercise
prices. The settlement agreement provides that we may be obligated to make
additional cash payments of up to $600,000 in the event that claimants elect to
exercise the warrants on certain dates. Specifically, we would be required to
redeem the warrants for $.80 per warrant in cash if the average market price of
the underlying common shares during the ten trading days immediately preceding
the date upon which we receive notice that the warrant holders of a particular
class have elected to declare a Required Exercise Event is less than or equal to
the warrant exercise price. On June 30, 2004, we received notice from the
majority of the warrant holders electing to exercise all of the Class A
warrants. Pursuant to the terms of the Warrant Agreement, because the market
price was below the warrant exercise price, we were required to redeem all of
the outstanding Class A warrants. In August 2004, we paid $200,000 to the
warrant holders for the redemption of all of the Class A warrants. This same
potential financial obligation will continue for the remaining Class B and Class
C warrant holders during the months of June 2005 and June 2006, respectively.
Premium financing agreements for the renewal of two of our insurance
policies had balances at June 30, 2004 of approximately $569,000 and $71,000.
The first agreement is payable in four remaining installments of approximately
$144,000; the other agreement is payable in six remaining installments of
approximately $12,000. All installments include interest at the rate of 4.4% per
annum.
08
Consolidated Contractual Obligations and Lease Commitments
The tables below summarize information about the consolidated contractual
obligations as of June 30, 2004 and the effects these obligations are expected
to have on our consolidated liquidity and cash flows in future years. These
tables do not include any projected payment amounts related to our potential
exposure to arbitrations and other legal matters.
As of June 30, 2004
Expected Maturity Date
- ------------------------ -------------- ------------- ------------- ----------- ------------ ------------ ---------------
Category 2004 2005 2006 2007 2008 After 2008 Total
- ------------------------ ------------- ------------- ------------- ----------- ------------ ------------ ---------------
- ------------------------ ------------- ------------- ------------- ----------- ------------ ------------ ---------------
- ------------------------ ------------- ------------- ------------- ----------- ------------ ------------- ---------------
- ------------------------ ------------- ------------- ------------- ----------- ------------ ------------- ---------------
Debt Obligations 0 0 0 $1,030,000 $2,105,000 0 $3,135,000
- ------------------------ ------------- ------------- ------------- ----------- ------------ ------------- ---------------
- ------------------------ ------------- ------------- ------------- ----------- ------------ ------------- ---------------
Capital Lease $ 23,568 $ 15,712 0 0 0 0 $ 39,280
Obligations
- ------------------------ ------------- ------------- ------------- --- ------- ------------ ------------- ---------------
- ------------------------ ------------- ------------- ------------- ----------- ------------ ------------- ---------------
Operating Lease $ 635,607 $ 433,039 $229,200 22,641 0 0 $1,320,487
Obligations
- ------------------------ ------------- ------------- --- --------- ----------- ------------ ------------- ---------------
- ------------------------ ------------- ------------- --- --------- ----------- ------------ ------------- ---------------
Purchase Obligations 0 0 0 0 0 0 0
- ------------------------ ------------- ------------- ------------- ---- ------ ------------ ------------- ---------------
- ------------------------ ------------- ------------- ------------- --- ------- ------------ ------------- ---------------
Other Long-Term $ 437,504(2) $ 200,000(1) $200,000(1) $875,000(2) $875,000(2) $1,605,116(2) $ 400,000(1)
Obligations Reflected $ 875,000(2) $875,000(2) $5,542,620(2)
on Balance Sheet under
GAAP
- ------------------------ ------------- ------------- ------------- ----------- ------------ ------------- ---------------
- ------------------------ ------------- ------------- ------------- ----------- ------------ ------------- ---------------
- ------------------------ ------------ ------------- ------------- ----------- ------------ ------------- ---------------
- ------------------------ ------------ ------------- ------------- ----------- ------------ ------------- ---------------
Total $1,096,679 $1,523,751 $1,304,200 $1,927,641 $2,980,000 $1,605,116 $10,437,387
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(1) Expected payment obligations embodied in the warrants subject to put
options. For more detailed information please refer to Note 4 of the
consolidated financial statements.
(2) We are obligated to repay any unearned portion of payments received from our
clearing firm in connection with the financing agreement entered into in
November 2000, in the event we fail to achieve certain minimum performance
criteria by the end of the agreement, or terminate the agreement under certain
circumstances prior to expiration.
Net Capital
At June 30, 2004, Montauk Financial Group had net capital of $1,286,917,
which was $960,616 in excess of its required net capital of $326,301, and the
ratio of aggregate indebtedness to net capital was 3.8 to 1.
Series A Preferred Stock
In 1999, we issued 349,511 shares of Series A Convertible Preferred Stock
in an exchange offering related to a settlement with holders of certain leases.
Each share of the Preferred Stock is convertible into two shares of Common Stock
and pays a quarterly dividend of 6%. Quarterly dividends were paid through the
first quarter of 2003, at which time we suspended the dividend payments in
accordance with applicable state law. (See Note 5 to the consolidated financial
statements).
During the quarter, a total of 4,097 preferred shares were converted into
8,194 shares of common stock. As of June 30, 2004, we have 301,272 Series A
Preferred shares issued and outstanding. The accrued cumulative dividends not
yet declared as of June 30, 2004, is approximately $121,000.
09
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. Our management must use assumptions and estimates to apply these
principles where actual measurement is not possible or practical.
For a complete discussion of our significant accounting policies, which
management does not feel has changed during the six month period ended June 30,
2004, see "Management Discussion and Analysis" and "Notes to the Consolidated
Financial Statements" in our 2003 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.
Off-Balance Sheet Arrangements
We execute securities transactions on behalf of our customers. If either
the customer or a counter-party fail to perform, we, by agreement with our
clearing broker may be required to discharge the obligations of the
non-performing party. In such circumstances, we may sustain a loss if the market
value of the security is different from the contract value of the transaction.
We seek to control off-balance-sheet risk by monitoring the market value of
securities held or given as collateral in compliance with regulatory and
internal guidelines. Pursuant to such guidelines, our clearing firm requires
additional collateral or reduction of positions, when necessary. We also
complete credit evaluations where there is thought to be credit risk.
10
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
The exhibits designated with an asterisk (*) are filed herewith. All other
exhibits have been previously filed with the Commission and, pursuant 17 C.F.R.
ss. 230.411, are incorporated by reference to the document referenced in
brackets following the description of such exhibits.
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*31.1 Certification of President and Chief Operating Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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*31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*32.1 Certification of President and Chief Operating Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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*32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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11
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: August 19, 2004 /s/ William J. Kurinsky
--------------------------------
William J. Kurinsky
Secretary/Treasurer
Chief Financial Officer and
Principal Accounting Officer
/s/ Victor K. Kurylak
--------------------------------
Victor K. Kurylak
President
12
Exhibit 31.1
CERTIFICATION
I, Victor K. Kurylak, President, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of First Montauk
Financial Corp.;
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 quarter
covered by this report;
Date: August 19, 2004
/s/ Victor K. Kurylak
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VICTOR K. KURYLAK
PRESIDENT
13
Exhibit 31.2
CERTIFICATION
I, William J. Kurinsky, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of First Montauk
Financial Corp.;
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 quarter
covered by this report;
Date: August 19, 2004
/s/ William J. Kurinsky
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WILLIAM J. KURINSKY
CHIEF FINANCIAL OFFICER
14
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 quarter ending June
30, 2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Victor K. Kurylak, President and Chief Operating 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/ Victor K. Kurylak
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Victor K. Kurylak
President and Chief Operating Officer
August 19, 2004
15
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 quarter ending June
30, 2004 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
August 19, 2004