Annual report pursuant to section 13 or 15(d) of the




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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

COMMISSION FILE NUMBER 0-25779

THESTREET.COM, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of

incorporation or organization)


 

06-1515824

(I.R.S. Employer

Identification No.)

 




 

14 Wall Street, 15th Floor

New York, New York

(Address of principal executive offices)


 

10005

(Zip Code)

 

 


(212) 321-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None.

Securities registered pursuant to Section 12(g) of the Act:

 

 

Title of Each Class

Common Stock, par value $0.01 per share


 

Name of Each Exchange on Which

the Securities are Registered

Nasdaq National Market

 


Indicate by a 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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x          No o

The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant on June 30, 2003 was approximately $80.4 million. On such date, the last sale price of the Registrant’s common stock was $4.71 per share. Solely for purposes of this calculation, shares beneficially owned by directors and officers of the Registrant and persons owning 10% or more of the Registrant’s common stock have been excluded, in that such persons may be deemed to be affiliates of the Registrant. Such exclusion should not be deemed a determination or admission by the Registrant that such individuals or entities are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

 

 

 

Title of Each Class

Common Stock, $0.01 par value


 

Number of Shares Outstanding

at March 9, 2004

24,488,734

 


Documents Incorporated By Reference

Part III of this Form 10-K incorporates by reference certain information from the Registrant’s Definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 26, 2004, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Report.
 


THESTREET.COM, INC.

2003 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

 

 

 

 

Page

 

 

PART I

 

Item 1.

 

Business

1

Item 2.

 

Properties

12

Item 3.

 

Legal Proceedings

12

Item 4.

 

Submission of Matters to a Vote of Security Holders

13

 

 

 

 

 

 

PART II

 

Item 5.

 

Market For Registrant’s Common Equity and Related Stockholder Matters

14

Item 6.

 

Selected Financial Data

14

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

28

Item 8.

 

Financial Statements and Supplementary Data

37

Item 9.

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

37

Item 9A.

 

Controls and Procedures

37

 

 

 

 

 

 

PART III

 

Item 10.

 

Directors and Executive Officers of the Registrant

38

Item 11.

 

Executive Compensation

38

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

38

Item 13.

 

Certain Relationships and Related Transactions

39

Item 14.

 

Principal Accountant Fees and Services

39

 

 

 

 

 

 

PART IV

 

Item 15.

 

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

39

SIGNATURES

41



ii
THESTREET.COM, INC.

2003 ANNUAL REPORT ON FORM 10-K

PART I

Item 1. Business.

Overview

TheStreet.com, Inc., together with its wholly-owned subsidiaries (collectively, the “Company”), operates its businesses in two segments, electronic publishing and securities research and brokerage. Our electronic publishing segment provides investment commentary, analysis and news to both retail and professional customers, which we distribute through our production of web sites, email reports and newsletters, syndicated radio programming, and conferences. Our electronic publishing segment receives revenue from subscription sales, advertising and sponsorship sales, as well as content syndication and conference attendees. Our securities research and brokerage segment provides proprietary equity research and brokerage services to institutional clients, and, as a broker-dealer, receives revenue from trading commissions, a standard payment method in the professional markets.

We began in 1996 with TheStreet.com, a subscription-based news and commentary web site. In 2000, we relaunched TheStreet.com as a completely free, advertising-supported web site, and introduced RealMoney, a subscription-based web site offering more in-depth commentary and newer features such as “trading diaries” to more sophisticated and active market participants. Several years ago, we began to realize that most retail investors lacked the time and expertise to follow through on their desires to actively manage their own investments. We therefore began to introduce advisory reports such as Action Alerts PLUS, The Chartman s Top Stocks, The Value Investor and others, into the consumer market. Each of these advisory reports is designed with either a specific audience segment or a specific investing strategy in mind. Unlike the products of many other financial content companies, which consist primarily of news and/or data analysis, because TheStreet.com is a registered investment advisor, these products contain not only analysis and commentary, but specific stock recommendations and advice. Our long-standing policy of full disclosure of potential conflicts, together with our strict investment policies, afford us the integrity and credibility so important in today’s market environment. Under our investment policies, our in-house editorial staffers are not permitted to own individual stocks (though they may, and many do, own equity in TheStreet.com, Inc.) and our outside contributors (many of whom are professional market participants and are not prohibited from owning individual stocks) must disclose current positions they or their firms hold in any of the stocks they write about. In addition, outside contributors who write advisory reports must abide by certain trading restrictions in the event they trade in the companies they write about in their reports. Finally, our recommendations and advice are impersonal and not tailored to the investment needs of any particular person—none of our contributors is permitted to furnish personalized investment advice to our subscribers.

We believe it is important to continue to innovate, and as a result, in 2003, our electronic publishing segment continued to develop new products to meet the needs of different segments of the broader investing community. On the retail consumer side, we introduced two new subscription-based advisory reports, each designed with either a specific audience segment or a specific investing strategy in mind— The Save Safe Plan , which provides guidance in maintaining a well-balanced, long-term portfolio, and The Short Advisor, which combines recommendations and analysis of potential short-selling candidates with investor education concerning the practice of short-selling. On the professional side, in 2003, our electronic publishing segment introduced one subscription-based product, TheStreet.com Daily Briefing , which is expressly aimed at professional investors/traders and financial planners/advisors.

Our most significant achievement on the professional side was in our new securities research and brokerage segment. In October 2002, in the belief that the market for truly independent high-quality equity research was underserved, we began the development of a separate, wholly owned subsidiary, Independent Research Group LLC (“IRG”). In April 2003, IRG was admitted to the National Association of Securities Dealers, Inc. (“NASD”) as a broker-dealer. IRG established correspondent clearing relationships with two brokerage firms and began receiving commission revenue in May 2003. During 2003, IRG received commission revenue from more than 60 institutional clients. Additionally, in January 2004, IRG announced the commencement of in-house equity trading operations on behalf of its
1
clients. As of the date of this report, IRG employs 10 research analysts, covering 10 different sectors of the market, together with 10 institutional sales representatives and two traders serving its institutional clients. We expect to continue to devote significant resources to the expansion of this business segment.
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