FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (MARK ONE) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the Transition Period From ... to ... Commission File No. 1-11873 K2 DESIGN, INC. (Exact name of small business issuer as specified in its charter) DELAWARE 13-3886065 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 55 BROAD STREET, 7TH FLOOR NEW YORK, NEW YORK 10004 (Address of principal executive offices) Issuer's telephone number: (212) 547-5234 Check whether the issuer (1) filed all reports required by Section 13 or 15(d) of the Exchange Act 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 Applicable only to Corporate Issuers: State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. CLASS OUTSTANDING AT SEPTEMBER 30, 1997 Common stock, par value $.01 3,680,671 Common stock redeemable purchase warrants 1,000,000 Transitional Small Business Disclosure Format (check one): Yes___ No X K2 DESIGN, INC. AND SUBSIDIARY INDEX 									 Page PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated balance sheet - September 30, 1997 (unaudited)........3 Consolidated statements of operations - three and nine months ended September 30, 1997 (unaudited) and September 30, 1996 (unaudited)........................................................4 Consolidated statements of cash flows - nine months ended September 30, 1997 (unaudited) and September 30, 1996 (unaudited)........................................................5 Notes to consolidated financial statements.........................7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition.............................................8 PART II - OTHER INFORMATION Item 1. Legal Proceedings...............................................13 Item 2. Changes in Securities...........................................13 Item 3. Defaults Upon Senior Securities.................................13 Item 4. Submission of Matters to a Vote of Security Holders.............13 Item 5. Other Information...............................................13 Item 6. Exhibits and Reports on Form 8-K................................13 Exhibit 27.1 Financial Data Schedule..........................14 SIGNATURES....................................................................13 K2 DESIGN, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET September 30, ASSETS 1997 (unaudited) CURRENT ASSETS: Cash $1,746,917 Accounts receivable 1,359,502 Prepaid and other assets 1,105,112 							 ------------ Total current assets $4,211,531 EQUIPMENT AND LEASEHOLD IMPROVEMENTS $1,069,531 RESTRICTED CASH $668,614 OTHER ASSETS $10,022 							 ------------ Total assets $5,959,698 							 ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of capital lease obligations $65,432 Current portion of long-term debt 100,000 Accounts payable 252,530 Accrued professional fees 23,314 Accrued compensation 230,107 Accrued taxes 14,732 Other accrued expenses 460,741 Deferred revenue 324,900 Customer advances 554 							 ------------ Total current liabilities $1,472,310 						 ------------ LONG TERM DEBT AND CAPITAL LEASE OBLIGATION $424,626 						 ------------ STOCKHOLDERS' EQUITY Common stock $36,807 Additional paid-in capital 6,317,555 Retained earnings (deficit) (2,291,600) 						 ------------- Total stockholders' equity $4,062,762 						 ------------- Total liabilities and stockholders' equity $5,959,698 						 ============= K2 DESIGN, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended SEPTEMBER 30, SEPTEMBER 30, 		 1997 1996 1997 1996 (unaudited) REVENUES $1,794,498 $825,348 $4,622,798 $1,835,833 DIRECT SALARIES AND COSTS 1,331,665 785,245 3,379,881	 1,891,419 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 984,926 220,948 2,511,320	 607,532 DEPRECIATION 88,881 23,626 207,689		49,960 						 ---------- ---------- ----------- ---------- Income (loss) from operations (610,974) (204,471) (1,476,092) (710,078) 						 ---------- ---------- ----------- ---------- INTEREST INCOME 38,618 41,026 120,426		41,036 INTEREST EXPENSE (13,615) (5,480) (26,547)	 (13,252) PROVISION FOR INCOME TAXES (9,014) (13,356) (13,970)	 (15,553) 						 ---------- ---------- ------------ ---------- Net income (loss) $(594,985) $(182,281) $(1,396,183) $(697,847) 						 ==========		 ========== ============ ========== NET LOSS PER COMMON SHARE $(0.16) $(0.06) $(0.38) $(0.27) 						 ==========		 ========== ============ ========== WEIGHTED AVERAGE NUMBER OF 3,680,671 3,326,945 3,657,433	 2,573,715 COMMON SHARES OUTSTANDING 						 ==========		 ==========		============ ========== K2 DESIGN, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS 	 Nine Months Ended September 30, 1997 1996 (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(1,396,183) $(693,139] Adjustments to reconcile net loss to net cash used in operating activities- Depreciation 207,689 42,252 Changes in- Accounts receivable 708,213 (378,508) Prepaid and other assets (793,631) (145,170) Restricted cash (638,614) (30,000) Other assets 600 2,375 Accounts payable (492,033) 139,029 Accrued professional fees (11,686) 111 Accrued compensation 105,314 41,583 Accrued taxes (82,533) 43,830 Other accrued expenses 285,957 44,538 Deferred Revenues 324,900 0 Customer advances (165,615) 6,443 										 -------------- ---------- Net cash (used in) operating activities (1,947,622)	 (926,656) 										 --------------				 ---------- CASH FLOWS FROM INVESTING ACTIVITIES -- Purchase of equipment (629,203) (397,005) 										 -------------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 36,725 6,352,618 Principal payments on capital lease obligations (47,080) (23,772) Proceeds from notes payable 466,667 0 										 -------------- ---------- Net cash provided by financing activities 456,312 6,328,846 										 --------------				 ---------- 	 Net increase (decrease) in cash (2,120,513) 5,005,185 										 -------------- ---------- CASH, beginning of period 3,867,430 17,756 										 -------------- ---------- CASH, end of period $1,746,917 $5,022,941 ============== ========== K2 DESIGN, INC. AND SUBSIDIARY Nine Months Ended September 30, 1997 1996 (unaudited) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for- Interest $26,547 $13,252 State income taxes 13,970 15,553 									 ======= ======= SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Assets acquired under capital lease obligations $39,212 $56,261 K2 DESIGN, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (UNAUDITED) (1) BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared by the Company and reflect all adjustments, consisting of only normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of financial results for the three month and nine month periods ended September 30, 1997 and 1996, in accordance with generally accepted accounting principles for interim financial reporting and pursuant to Form 10-QSB and Regulation SB. Certain information and footnote disclosures normally included in the Company's annual audited consolidated financial statements have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three month and nine month periods ended September 30, 1997 and 1996 are not necessarily indicative of the results of operations to be expected for a full fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 1996, which are included in the Company's Form 10-KSB filed with the Securities and Exchange Commission. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. (2) NET LOSS PER COMMON SHARE: Net loss per common share has been computed by dividing net loss by the weighted average number of common shares outstanding. Statement of Financial Accounting Standards No. 128, "Earnings Per Share" which becomes effective for the period ending after December 15, 1997, establishes new standards for computing and presenting earnings per share (EPS). The new standard requires the presentation of basic EPS and diluted EPS. Basic EPS is calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding adjusted to reflect potentially dilutive securities. Previously, reported EPS amounts must be restated under the new standard when it becomes effective. As a result of the loss for the period presented, the adoption of this Standard will not have a material impact on earnings per share. (3) LONG TERM DEBT In May 1997, the Company borrowed $500,000 from a bank in order to finance furniture and leasehold improvements to its new office at 30 Broad Street. The loan has a two-year term, bears interest at a rate of 8.4% per year, is payable in 23 equal monthly installments of $8,333 and a final payment of $308,333. This loan is secured by all of the Company's assets on deposit with the bank, which includes substantially all of the Company's cash and its operating accounts. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION This section and other parts of this Report contain forward-looking statements that involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward- looking statements. Readers are encouraged to refer to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 for a further discussion of the Company's business risks and opportunities attendant thereto, in addition to these set forth under "--Fluctuations in Quarterly Operating Results." Overview K2 Design, Inc. (the "Company") was founded in 1993 as a general partnership and initially operated as a traditional graphic design business. The Company was hired to design a graphical user interface in March 1994 for Sierra Magazine Online, a proprietary online service, and in August 1994 for NetMarket Inc., the first company to perform a secure online transaction on the Internet, at which time the Company shifted its principal business to Web site design and creation. After the Company's initial public offering ("IPO") on July 26, 1996, the Company began to develop its vision to become a full-service interactive marketing and communications firm, largely in anticipation of demands from its customers for additional complementary services. Complementary services the Company now provides include, among others, development of CD-ROM discs, on-line and traditional media placement in connection with Web sites, consulting services regarding Web site usage and user characteristics, development and maintenance of Company-owned Web site advertising networks, live Internet broadcasts and the development of brand strategies, intranet design and print collateral systems. As a result of the expansion of the Company's services beyond Web site design and creation, the Company incurred significant expenses in 1996 and in the three and nine months ended September 30, 1997, in anticipation of future revenues. Since the Company has engaged in Web site design and creation only for approximately two years, and has been providing various other services for less than one year, the Company has a limited operating history upon which an evaluation of the Company and its prospects can be based. Management therefore believes that period-to-period comparisons of the Company's results of operations are not necessarily indicative of future results. In January 1995, the Company was reorganized as a New York corporation that elected to be treated as an S corporation for tax purposes. In January 1996, the Company was reorganized as a Delaware holding company and the New York corporation became a wholly-owned operating subsidiary thereof and thus ceased to be an S corporation for tax purposes. For financial reporting purposes, the Company's Consolidated Financial Statements include the Company and its wholly-owned subsidiary. RESULTS OF OPERATIONS General Project-based work for which the Company has been engaged has generally been completed within 16 weeks, although certain past, current and future projects have taken and are expected to take longer to complete. Revenues are recognized on a percentage of completion basis. Provisions for any estimated losses on uncompleted projects are made in the period in which such losses are determinable. A portion of the Company's revenues has been generated on a fixed fee for service basis. The Company also provides ongoing services to certain customers, including four customers for which the Company is interactive agency-of-record. Additionally, the Company has experienced and expects to continue to experience a longer sales cycle, since its focus has broadened to encompass a comprehensive interactive marketing initiative as compared to its former focus on project-based Web site business. The Company presently intends to reduce its current expense levels. The Company's failure to reduce expense levels in an efficient manner would have a material adverse effect on the Company's business, operating results and financial condition. The changes in the various line-items discussed below result from the increase in the Company's expenses since it consummated a series of securities offerings in 1996 and began to apply the proceeds to expand services in anticipation of future revenues. K2 DESIGN, INC. AND SUBSIDIARY 			PERCENTAGE OF REVENUES Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 (unaudited) (unaudited) (unaudited) (unaudited) Revenues 100.00% 100.00% 100.00% 100.00% 							----------- --------- ---------- ----------- Operating Expenses Direct Salaries and Costs 74.2% 95.1% 73.1% 103.0% Selling, General and Administrative Expenses 54.8% 26.8% 54.3% 33.0% Depreciation 5.0% 2.9% 4.5% 2.7% 							----------	 ---------- ---------- ----------- Total Operating Expenses 134.0% 124.8% 131.9% 138.7% 							---------- ---------- ---------- ----------- Operating Income (loss) (34.0)% (24.8)% (31.9)% (38.7)% 							---------- ---------- ---------- ----------- OTHER INCOME (EXPENSE) 1.4% 4.3% 2.0% 1.5% INCOME (LOSS) BEFORE TAXES (32.6)% (20.5)% (29.9)% (37.2)% INCOME TAXES (0.5)% (1.6)% (0.3)% (0.8)% 							----------	 ----------	 ----------	 ----------- Net income (Loss) (33.1)% (22.1)% (30.2)% (38.0)% 							==========	 ==========	 ==========		 =========== Revenues Revenues for the three months ended September 30, 1997 and 1996 were $1,794,498 and $825,348, respectively, or an increase of 117%. Revenues for the nine months ended September 30, 1997 and 1996 were $4,622,798 and $1,835,833, respectively, or an increase of 152%. The increase in revenues in the three months and nine months ended September 30, 1997 as compared to the three months and nine months ended September 30, 1996 resulted primarily because (i) the Company's executive management continues to devote substantially more time to sales and marketing after the Company's initial public offering on July 26, 1996, and (ii) the Company increased its production capacity and sales and account executive initiatives during the three months and nine months ended September 30, 1997. In the three months ended September 30, 1997, approximately 66% of revenues were attributable to Web site design and creation services, 15% to media placement and the remainder to the operation of Company-owned web site advertising networks and traditional graphic design services. In the nine months ended September 30, 1997, approximately 62% of revenues were attributable to Web site design and creation services, 17% to media placement, and the remainder to development of a CDROM disc, operation of Company owned advertising networks, consulting services and traditional graphic design services. In the three and nine months ended September 30, 1996, approximately 72% and 81% of the Company's revenues, respectively, were attributable to Web site design and creation services, and the remainder was attributable to Web site hosting traditional graphic design, and media placement services. Since the Company's transition from a Web site design firm into a full service interactive advertising agency is ongoing, the Company is unable to predict the relative percentage of its revenues that will be generated from each of its various services. During the three months ended September 30, 1997, Cox Interactive Media, Inc., Bell Communications Research Inc. and American Express Company, Inc. accounted for approximately 23%, 19% and 14% of the Company's revenues, respectively. During the three months ended September 30, 1996, America Online Incorporated ("AOL"), Toys "R" Us Corporation and The Chase Manhattan Bank accounted for approximately 23%, 26% and 10% of the Company's revenues, respectively. During the nine months ended September 30, 1997, WavePhore, Inc., Toys "R" Us Corporation and Bell Communications Research Inc. accounted for approximately 21%, 10% and 10% , respectively. During the nine months ended September 30, 1996, International Business Machines, Inc., America Online Incorporated (AOL) and Toys `R Us Corporation accounted for approximately 21%, 18%, and 12% of the Company's revenues, respectively. Direct Salaries and Costs Direct salaries and costs include all direct labor costs and other direct costs related to project performance, such as independent contractors, freelance labor, supplies, and printing and equipment costs. Direct salaries and costs for the three months ended September 30, 1997 were $1,331,665, as compared with $785,245 for the three months ended September 30, 1996. In absolute dollars this increase was $543,420, reflecting an increase of 70% due to increased cost of sales and labor costs. As a percentage of revenues, direct salaries and costs have decreased to 74.2% from 95.1% in the three months ended September 30, 1997 as compared to the same period in 1996. The decrease resulted principally from a shift in the responsibilities of certain personnel to general and administrative functions commencing in late 1996. The Company's direct salaries and costs for the three months ended September 30, 1997 consisted primarily of approximately $492,000 paid as direct salaries and $353,000 paid for media costs, and secondarily of approximately $124,000 paid to freelance artists and other independent contractors (approximately $40,000 of which was paid to vendors of complex computer programming services required for special features on Web sites). In the three months ended September 30, 1996, direct salaries and costs consisted primarily of approximately $382,000 paid as direct salaries, and secondarily of approximately $137,000 paid to freelance artists and other independent contractors (approximately $44,000 of which was paid to vendors of complex computer programming services required for special features on Web sites). The Company's direct salaries and costs for the nine months ended September 30, 1997 and 1996 were $3,379,881 (73.1% of revenues) and $1,891,419 (103.0% of revenues), respectively. In absolute dollars, direct salaries and costs increased by $1,488,462, or 78.7%, reflecting increases in cost of sales and labor costs. In the 1997 period, direct salaries and costs consisted primarily of approximately $1,358,000 paid as direct salaries, $809,000 paid for media costs and approximately $449,000 paid to freelance artists and other independent contractors (approximately $135,000 of which was paid to vendors of complex computer programming services required for special features on Web sites). In the 1996 period, direct salaries and costs consisted primarily of approximately $897,000 paid as direct salaries, and secondarily of approximately $550,000 paid to freelance artists and other independent contractors (approximately $348,000 of which was paid to vendors of complex computer programming services required for special features on Web Sites). The Company has hired programmers in anticipation of future projects in an effort to reduce reliance on outside vendors of complex computer programming. Since the preceding sentence is forward looking, there can be no assurance that the Company will successfully achieve a net savings by bringing in-house more of the complex programming required in its business. Among other things, the Company may not be able to attract and retain personnel capable of performing these services at a rate less than that provided by outside vendors and even if such persons can be retained, their efforts may not entirely eliminate reliance on outside vendors, especially if the Company's complex programming needs continue to increase rapidly. Selling, General and Administrative Expenses Selling, general and administrative expenses for the three months ended September 30, 1997 and 1996 were approximately $984,926 (54.8% of revenues) and $220,948 (26.8% of revenues), respectively, and primarily consisted of wages, professional fees, occupancy costs, travel, office expenses and supplies and marketing and advertising, among other things. Selling, general and administrative expenses for the nine months ended September 30, 1997 and 1996 were approximately $2,511,320 (54.3% of revenues) and $607,532 (33.0% of revenues), respectively, and primarily consisted of wages, professional fees, occupancy costs, travel, office expenses and supplies and marketing and advertising, among other things. The increases of selling, general and administrative expenses as a percentage of revenues and in absolute dollars resulted principally from a shift in the responsibilities of certain personnel to general and administrative functions commencing in late 1996. These increases in the Company's selling, general and administrative expenses are also the result of the opening of additional offices and the increase in expenses related thereto. In particular, the Company has opened an office at 30 Broad Street, New York, New York into which it has consolidated its 50 Broad Street office. The lease for 30 Broad Street has an initial term of 6 years and provides for fixed rent of approximately $225,000 per annum for the first three years of the lease and $245,000 per annum thereafter. Under the lease, the Company is also responsible for utilities and real estate taxes. The Company is seeking a sub-tenant to sublet the 50 Broad Street location for the duration of that lease, which terminates on January 31, 2002 and to sublet its Maryland office (which the Company has closed) for the duration of that lease, which terminates on October 31, 1999. The failure of the Company to sublet the 50 Broad Street location or the Maryland location could also have a material adverse effect on the Company. Depreciation Depreciation expense was $88,881 and $23,626 in the three months ended September 30, 1997 and 1996, respectively, and related to depreciation of equipment and leasehold improvements. Depreciation expense was $207,689 and $49,960 in the nine months ended September 30, 1997 and 1996, respectively. The Company's depreciation expenses in 1997 have increased significantly as a result of the acquisition of additional equipment and the relocation of its offices. Income Taxes Effective January 1995, the Company elected to be treated as an S Corporation for federal income tax purposes. As a result, the shareholders were individually liable for federal income tax on the Company's taxable income. In January 1996, the Company began to be treated as a C corporation for federal and state income tax purposes. The Company is also liable for New York state and city income taxes, as well as Maryland corporation and payroll taxes. FLUCTUATIONS IN QUARTERLY OPERATING RESULTS Quarterly revenues and operating results have fluctuated and will fluctuate as a result of a variety of factors. These factors, some of which have affected the Company and some of which are beyond the Company's control, include the timing of the completion, material increase, reduction or cancellation of major projects, the gain or loss of one or more customers or channel sources, timing of the receipt of new business, timing of the hiring or loss of personnel, changes in the pricing strategies and business focus of the Company or its competitors, capital expenditures, operating expenses and other costs relating to the expansion of operations, general economic conditions and acceptance and use of the Internet. In addition, revenues and operating results are difficult to forecast because of these fluctuations and because the Company lacks historical financial data for a significant number of periods. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Any significant shortfall of demand for the Company's services in relation to the Company's expectations would have an adverse impact on the Company's business, operating results and financial condition. The Company's quarterly operating margins may also fluctuate from period to period depending on the relative mix of lower cost full time employees versus higher cost independent contractors. LIQUIDITY AND CAPITAL RESOURCES The Company is dependent on its cash of approximately $1.7 million (at September 30, 1997), together with cash generated by operations, if any, for working capital in order to be competitive, to meet the increasing demands for service, quality and pricing and for any expansion of its business. The Company may require future substantial alternative financing in order to satisfy its working capital needs, which may be unavailable or prohibitively expensive since the Company's only assets available to secure additional financing are accounts receivable. Accordingly, the Company may not have the funds to relieve any liquidity problems or to finance any expansion of its business. Net cash (used) in the Company's operating activities was $(1,947,622) in the nine months ended September 30, 1997 and related primarily to an increase in restricted cash, a decrease in accounts payable offset by an increase in accounts receivable, and to the loss incurred during the quarter. The increase in restricted cash relates to the cash, cash equivalent and letter of credit security provided to the landlords of two of the Company's offices. In the nine months ended September 30, 1997 the Company made capital expenditures of approximately $629,000 (of which approximately $119,000 were incurred in the quarter ended September 30, 1997), consisting of furniture, fixtures, equipment and leasehold improvements acquired and made principally in connection with the Company's opening of its new location 30 Broad Street. In May 1997, the Company also borrowed $500,000 from a bank in order to finance furniture and leasehold improvements to its new office at 30 Broad Street. The loan has a two- year term, bears interest at a rate of 8.4% per year, is payable in 23 equal monthly installments of $8,333 and a final payment of $308,333. This loan is secured by all of the Company's assets on deposit with the bank, which includes substantially all of the Company's cash and its operating accounts. In addition, the Company financed the purchase of certain equipment through capital leases. The principal balance of such leases was $123,392 at September 30, 1997 and is payable in varying installments through the year 2000. K2 DESIGN, INC. AND SUBSIDIARY PART II - OTHER INFORMATION Items 1., 2., 3., 4. & 5.	Not applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - Exhibit 27.1 - Final Data Schedule (included only in the electronic filing with the Securities and Exchange Commission) (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. K2 DESIGN, INC. Date: November 19, 1997 /S/ DAVID J. CENTNER 					 -------------------------- David J. Centner Chairman Of The Board, and Principal Executive Officer /S/ MATTHEW G. DE GANON 					 -------------------------- Matthew G. de Ganon Principal Financial Officer