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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K


(Mark One)


ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2001

Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                      to                                     

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)

Registrant's telephone number, including area code: (212) 321-5000


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

  Name of Each Exchange on Which
the Securities are Registered

Common Stock, par value $0.01 per share   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 ý 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

        The aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant on March 27, 2002 was approximately $34.1 million. On such date, the last sale price of the Registrant's common stock was $2.60 per share. Solely for purposes of this calculation, shares beneficially owned by directors and officers of the Registrant and persons owning 5% 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
  Number of Shares Outstanding
at March 27, 2002

Common Stock, $0.01 par value   23,521,725




THESTREET.COM, INC.
2001 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   12

PART II

 

 
Item 5.   Market For Registrant's Common Equity And Related Stockholder Matters   13
Item 6.   Selected Financial Data   13
Item 7.   Management's Discussion And Analysis Of Financial Condition And Results Of Operations   15
Item 7A.   Quantitative And Qualitative Disclosure About Market Risk   24
Item 8.   Financial Statements And Supplementary Data   35
Item 9.   Changes In And Disagreements With Accountants On Accounting And Financial Disclosure   35

PART III

 

 
Item 10.   Directors And Executive Officers Of The Registrant   36
Item 11.   Executive Compensation   36
Item 12.   Security Ownership Of Certain Beneficial Owners And Management   36
Item 13.   Certain Relationships And Related Transactions   36

PART IV

 

 
Item 14.   Exhibits, Financial Statements, Schedules And Reports On Form 8-K   36

Signatures

 

38

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THESTREET.COM, INC.
2001 ANNUAL REPORT ON FORM 10-K


PART I

Item 1. Business

Overview

        TheStreet.com is a leading multimedia provider of original, timely, insightful and trustworthy financial commentary, analysis and news. Our content is available across diverse media platforms, including the Internet, print media, radio and conferences, giving us more opportunities to generate revenue from the content we produce. Our strategic relationships with leading companies in the media, technology and financial services sectors help us create brand awareness and increase our subscription and advertising revenues.

        Since our inception in 1996, we have developed a loyal audience of individual investors at various experience levels who turn to our content for their financial and investing information needs. In the past year, we have successfully created new subscription products to meet the specialized needs of different segments of the broader investing community, including, with the introduction of our most recent products, the institutional market—a segment historically oriented to paying for content. This growing audience of professional investors uses our products to help them make better investing and trading decisions for themselves and their clients.

        We believe that our ability to produce original, timely, insightful and trustworthy content, and to distribute it by utilizing the Internet and other real-time delivery systems, gives us a competitive advantage. Our editorial staff consists of more than 48 professional reporters and editors who, together with approximately 24 financial analysts, traders and money managers who contribute to our products from outside the Company, produce more than 50 original commentary, analysis, research and news pieces each business day for our Internet web sites. Our editorial staff and outside contributors have broken numerous important stories, many of which have been cited by other publications such as The Wall Street Journal and The New York Times. We also produce several other subscription products for use by individual investors and market enthusiasts, each designed to help a specific segment of the investing public make better-informed investing and trading decisions. And our growing roster of professional products helps brokers, financial planners and money managers make better decisions for themselves and their clients.

        To ensure impartiality and prevent any conflict-of-interest or appearance of conflict, our editorial staff and outside contributors are required to abide by our strict investment policy. According to this policy, our editorial staffers are not permitted to own individual stocks (though they may, and many do, own equity in TheStreet.com, Inc.). Outside contributors are permitted to own individual stocks, but must disclose their current positions in any of the stocks they write about.

Industry Background

        Increasingly, investors of various types, at all experience levels, from beginners who simply own mutual funds in their 401(k) accounts to some of the country's top hedge fund managers, are seeking sources to help them make better-informed trading and investing decisions. These individuals have taken greater control of their investment activities by directly researching financial and investment information on the Internet. The Internet provides investors with easy access to information, such as timely market news, intra-day and historical quotes, charts, SEC filings, research and analysts' earnings estimates, that was once generally available only to investment professionals. Many existing financial news and information sources, however, have failed to meet their needs. We believe that this represents

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a significant opportunity for a financial and investing information source that provides trustworthy independent financial commentary, analysis and research geared to different niches of the investing audience.

TheStreet.com Product Offerings

Consumer Products

        As of December 31, 2001, TheStreet.com, Inc. had a subscriber base totaling approximately 77,000. We have subscribers in all 50 states of the United States and 103 countries. We now offer ten proprietary, subscription-based products, with annual subscription prices ranging from $132 to $30,000.

        RealMoney, located at http://www.realmoney.com, is the foundation of our subscription product line. This product is aimed at active market participants and enthusiasts looking for unbiased, action-oriented market commentary. On RealMoney, we offer timely, insightful, in-depth commentary and analytical coverage of market-moving trends and events from experienced financial analysts, traders, money managers and journalists, including James J. Cramer, Herb Greenberg, Helene Meisler and Gary B. Smith. In 2001, we added market commentary from several well-known market experts such as James DePorre and Alan Farley.

        The following is a detailed description of the features we offer on RealMoney:

        The Columnist Conversation is a message board containing lively, real-time interaction each day among several of our more than three dozen writers and contributors, covering topics of the day, market moves and news. The Columnist Conversation permits readers to gain insight into the thinking of these experts in real time as they provide their take on the market and debate the meaning of the day's events.

        The Market Commentary section provides more than a dozen pieces of market analysis daily, offering consistent, "as it happens" coverage of the market from before the opening bell until after the close of the market. Written by market experts, including analysts, traders and money managers, this commentary helps enable investors and traders to make better-informed trading decisions.

        Trading Diary is a continuously updated web diary written by an experienced active trader. The trader offers analysis of the day's market activities and gives the reader real-time insights into his thoughts and plays on the market and on the stocks he's buying and selling.

        Trading Track is a continuously updated real-time journal of the thoughts and insights of several active professional traders, who post their market commentary throughout the trading day.

        TheStreet.com, located at http://www.thestreet.com, is a free, advertising-supported Web site focused on providing financial coverage for individual investors of all experience levels looking for high quality financial commentary, analysis and news. TheStreet.com site is also a vehicle that provides an upsell

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opportunity for us to market our growing menu of premium subscription products to a wider audience of readers.

        In 2001, we moved toward a broadcasting paradigm in presenting our content on TheStreet.com, initiating a type of programming, in which the publishing of content (other than breaking news) is timed to capture peak audiences, which tend to occur at predictable times throughout the day. This is now done on both RealMoney and TheStreet.com, with completely new sets of articles being posted to each site at 7 a.m., at noon, and at the market close at 4 p.m. (All times are Eastern unless otherwise noted.)

        In further developing this model, our editors have also created "horizontal programming," which consists of regular features that run on the sites at specific times. These programs include: "Mutual Fund Monday", a series of articles on mutual fund investing that appear on the site Monday morning and throughout the day; "Tech Tuesday", a series of tech articles that debut in the morning; "Get Real Wednesday", one investing story and a question-and-answer article from a licensed psychologist; and "Happy Hour", a real-time chat about the market and topic events that runs on both TheStreet.com and RealMoney sites every Thursday at 5 p.m.

        These programs have been highly successful in generating reader loyalty. They are designed to make readers come back to our sites for their favorite features in a manner similar to television viewers or radio listeners who tune into their favorite programs at certain times. Programming has also enabled TheStreet.com to attract advertisers to sponsor some of these features; for example, Bombay Sapphire, a well-known liquor brand, has been a sponsor of the Thursday "Happy Hour".

        The following is a detailed description of some other features we offer each day on TheStreet.com:

        The Markets section, which features continuously updated market news stories from before the opening bell until after the close of the market, covers the latest movements of the major indices, the most active stocks, earnings news, merger-and-acquisitions news and other major market events.

        Throughout the day we produce headlines and brief news stories that cover the corporate announcements and news throughout the day.

        To assist our many readers who want to be educated regarding their financial planning needs, we have an area on the site that provides daily personal finance news and features. Every day we examine a topic of interest to our readers, including mutual fund coverage, tips on insurance buying, educating their kids, how to get the best rates on loans, and how to find the best deals on credit cards. Many of these features answer questions emailed in from readers.

        Our Commentary section is written by a network of experienced financial professionals and journalists who write about stocks, bonds, options, technical analysis, fundamental analysis, currency issues, industry analysis, mutual funds, initial public offerings, macroeconomics, financial planning, money management, technology and international investing.

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        The Tech Stocks section includes insight and analysis into the volatile markets of technology stocks, including hardware, software, networking, semiconductors, telecommunications, the Internet and more.

        The Stock News section offers as it happens coverage of domestic and global stocks in sectors encompassing retail, media/entertainment, biotechnology, energy, banking and financial services, and both traditional Wall Street brokerage firms and online brokers.

        We offer several interactive features that help create a community atmosphere among our readers. We believe that developing a sense of community among our readers increases our brand awareness, increases the frequency and duration of reader visits and fosters loyalty to our site and our writers. Current community features include polls that invite readers to vote on issues related to the latest financial and investing news. In addition, email correspondence between our readers and our staff has been a hallmark of TheStreet.com since its inception.

Premium Consumer Subscription Products

        We have embarked on a strategy of marketing premium subscription products for targeted segments of the investing public. Our various premium products, each of which requires a separate subscription, are designed to appeal to a wide audience that includes active day traders, conservative long-term investors, and fundamental and technical traders. Our current roster of products includes:

        This service allows subscribers to participate in navigating the markets with former hedge fund manager James J. Cramer. Subscribers receive email alerts notifying them when Mr. Cramer is about to make a trade in his personal stock portfolio. Mr. Cramer explains what stock he is buying or selling and, more importantly, why he is making the trade. In addition, subscribers receive a weekly roundup email containing an analysis of all stocks in the portfolio and have access to a continuously updated web page containing the portfolio and its performance. This product is aimed at investors looking for exclusive access to specific, action oriented investment ideas.

        This nightly report, delivered via email, contains stock charting analysis and trading education from RealMoney columnist Gary B. Smith, a proponent of the stock trading methodology known as technical analysis. Mr. Smith uses proprietary market-scanning and technical analysis tools to identify, in each issue, the stocks that he believes provide the best opportunities for short-term profits and then illustrates his analysis for readers using charting software. In addition, each issue contains a Q&A section in which Mr. Smith answers technical and strategic questions from subscribers about his approach and his thinking on the market. This product appeals to a broad investing audience able to recognize the value of Mr. Smith's sophisticated technical approach.

        This biweekly product, delivered via email, contains analysis and recommendations of individual value stocks from journalist Glenn Curtis, a proponent of the value investing strategy. Value investors tend to rely heavily on fundamental analysis of stocks, trying to ensure that there is enough "value" in the enterprise to support the stock price. Subscribers are also given access to a web page containing

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Mr. Curtis's model portfolio of recommended value stocks and their performance to date. In addition, each issue contains a Q&A section in which Mr. Curtis answers questions from subscribers about his value-based approach and his thinking on the market. This product is geared toward investors with a longer-term time horizon.

        This biweekly report, delivered via email, contains exclusive news and analysis on trends in the technology sector and individual stock recommendations from RealMoney technology writer Scott Moritz. In addition, each issue contains a Q&A section in which Mr. Moritz answers questions from subscribers. This product is aimed at active investors seeking in-depth commentary on stocks, trading and investment strategies for the tech sector.

        This nightly service, delivered via email, contains stock analysis and trading education from RealMoney columnist Alan Farley, a proponent of the stock trading methodology known as swing trading. Swing traders such as Mr. Farley use technical analysis of market patterns and cycles to time their entry and exit points in particular stocks. These patterns and cycles, which are driven by the thoughts and emotions of thousands of market players, are used by swing traders in an attempt to predict (and thereby take advantage of) brief price swings in stocks. Using his proprietary methodology, Mr. Farley identifies stocks that he believes provide the best opportunities for short-term profits. In addition, each issue contains a Q&A section in which Mr. Farley answers technical and strategic questions from subscribers about his approach and his thinking on the market.

        This product is a weekly report, delivered to subscribers via email, which provides critical research and in-depth analysis on both individual companies and macroeconomic trends in the telecommunications industry from columnist Cody Willard, a consultant and telecom industry analyst. Subscribers are also given access to a web page on which Mr. Willard maintains a model portfolio of recommended telecom stocks and their performance to date. The newsletter is aimed at both active investors in telecom companies and executives in the telecom industry. Each issue also contains a Q&A section in which Mr. Willard answers questions from subscribers.

        In 2000, we acquired substantially all the assets of SmartPortfolio.com, Inc., a privately-held email financial newsletter business. SmartPortfolio.com published premium newsletters under the titles, Smart!Tech Report, Smart!Large Cap Report, Smart!IPO Report and Smart!Splits Report. During 2001, the Smart!Tech report was merged into The Tech Edge, and The Smart!Large Cap Report was merged into Glenn Curtis's Value Investor (formerly known as TheStreet.com's Era of Value). The Company continues to produce the Smart!IPO Report and the Smart!Splits Report. The Smart!IPO Report presents in-depth analysis of the likely IPO winners before they begin trading, and the Smart!Splits Report forecasts upcoming stock splits before they are publicly announced. Both reports are targeted to a broad investing audience.

Professional Products

        Our growing roster of professional products are designed to help hedge fund managers, brokers, financial planners and consultants, and money managers—market participants whose careers depend on their performance.

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        RealMoney Pro, located at http://www.realmoneypro.com, is a subscription web site aimed at investment professionals who manage their own or other people's money, who are seeking macro and micro information on the flow of funds that move markets. Contributors include hedge fund managers, money managers and other professional traders, who contribute real-time commentary about stocks, trading, strategy, market movements, and the options and currency markets—areas in which performance matters most. The product also includes research reports written by independent analysts, and real-time coverage of corporate conference and earnings calls. As with our other products, in accordance with our strict investment policy, contributors who own individual stocks must disclose positions held by themselves or their firms at the time of publication in any of the stocks they write about.

        This high-end product provides professional investors with "under the radar" information about publicly traded companies that is often overlooked by traditional Wall Street research firms. Each morning throughout the trading week, subscribers to this product receive via fax or email stock ideas from our team of analysts, journalists and money managers. Customers are primarily hedge funds who purchase subscriptions directly from TheStreet.com or by soft-dollaring the subscription fees through their brokerage firms. Soft-dollaring is the method by which institutions pay brokerage firms commissions on trades in order to obtain unrelated research, market information and other services from third party providers.

        This product provides an insider's view into IPOs and secondary offerings in both U.S. and international markets. This daily email newsletter tracks and evaluates the ongoing equity calendar. This product is aimed at professional buyers of IPOs and secondary offerings.

Conferences

        The Company produces conferences under the RealMoney.com brand name, showcasing many of our top columnists and writers, including James J. Cramer, Herb Greenberg, and Gary B. Smith, and covering a wide range of investing and finance topics. Conferences included "The Great CEO Series" and "Fall Forecast & Investing Strategy." In addition, we partnered with The Wall Street Transcript to host a number of conferences focused on the biotechnology and pharmaceutical industries. Due to the events of September 11, "Advanced Disciplines & Strategies for Running Hedge Funds," originally scheduled to be held in October 2001, has been postponed until May 2002. RealMoney.com subscribers receive discounts to our conferences. In 2002, we expect conference topics to be aimed more toward the professional investor.

Marketing

        We pursue a variety of marketing initiatives to sell subscriptions to our products and to drive traffic to our sites. These initiatives include direct sales, establishing strategic distribution relationships with leading companies, advertising in a wide variety of media, developing brand extensions, and engaging in an ongoing media-relations campaign. See "Risk Factors—Difficulties Associated With Our Brand Development May Harm Our Ability To Attract Subscribers And Readers."

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        In 2001, we began a telephone sales, or "telesales" initiative, creating a telesales group that would have direct contact with our customers and prospects in order to convert new customers into paying subscribers, to sell new products to existing customers, and to secure subscription renewals from existing customers. We expect to expand this effort in 2002.

        During 2001, we continued to leverage our content through distribution and syndication relationships, as well as adding new types of arrangements, under which we could partner with media entities that have greater reach to market subscriptions of products containing our content. These subscription-marketing deals leverage the proprietary nature of our content and give us the ability to obtain revenue at a cost that directly corresponds to the success of the program.

        We continued or expanded existing subscription distribution relationships with online brokerages and other firms. For example, we currently distribute our content though such firms as CSFB Direct (now Harris Direct), Fidelity and Pershing, among others.

        An example of this new form of distribution is a content-licensing and subscription marketing arrangement we entered into with Yahoo! Inc. in December 2001. Under the agreement, Yahoo! Finance Premium News offers its users a choice between two subscription packages, RealCommentary Gold or RealCommentary Silver, which contain selected columns from leading RealMoney writers. In order to drive users to the Yahoo! Subscription Center, this content is integrated throughout Yahoo! Finance, primarily by the indexing of the headlines within the Yahoo! Finance stock quote result pages. Subscription fulfillment and customer service are handled by Yahoo!.

        We also entered into a subscription based content alliance with CBS MarketWatch in December 2001. Under the terms of the two-part agreement, MarketWatch.com features select premium headlines from RealMoney.com throughout MarketWatch.com's Web properties. Additionally, TheStreet.com's subscription-based products are offered for opt-in registration in MarketWatch's Membership Center.

        In addition, by syndicating our content to other leading sites, we continue to expose our brand name and top-quality writing to millions of potential users and drive additional traffic to our site. In 2001, we continued our content syndication relationships with Yahoo!, America Online, Intuit, MSN MoneyCentral and other leading companies, under which we provide selected stories each day, at times on a delayed basis, for co-branded publication with a link to our site. These content-syndication relationships capitalize on the cost efficiencies of online delivery by creating additional value from stories already produced for our own sites. See "Risk Factors—A Failure to Establish And Maintain Strategic Relationships With Other Companies Could Decrease Our Subscriber And Reader Base, Which May Harm Our Business."

        Key partners with whom we have content syndication and promotion agreements include:

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        Another marketing channel that we use is RealMoney with Jim Cramer, a nationally syndicated financial radio program hosted by James Cramer, which launched on July 30, 2001. The program is co-produced by TheStreet.com and Premiere Radio Networks, the syndication arm of Clear Channel Communications, the nation's largest owner of radio stations. Currently, the program airs Monday through Friday on 46 stations across the country, including six of the top 10 radio markets—New York, Los Angeles, San Francisco, Boston, Washington, D.C., and Philadelphia. We also offer a streaming audio feed of the program on our RealMoney site.

        We anticipate being able to leverage our exposure in this broad medium to increase both advertising and subscription revenue. Through our relationship with Mr. Cramer, we share in the advertising revenues produced directly by the airing of the program on the radio. Additionally, because the program enables us to provide cross-platform advertising programs that include both radio and Internet advertising, we can share in advertising revenues produced as a result of the insertion of advertising into the program as it is streamed on the web. On the subscription front, the broad reach of the program through the penetration of new radio markets will expose our products to a new audience, resulting in the increase of subscription opportunities.

Professional Marketing

        We take a variety of marketing initiatives designed to build brand awareness of, and sell subscriptions to our professional products. These initiatives include direct sales to end users, advertising in business and finance publications, direct mail, and distribution relationships with soft-dollar brokerage firms.

        In early 2001, we started building a direct sales force that proactively markets TheStreet.com professional products to banks, brokerage firms, hedge funds, insurance companies, mutual funds and other professional investors. Prior to that effort, most of the subscription sales to our professional products came from word of mouth, or in-house promotions on TheStreet.com and RealMoney.com Web sites. We continue to build this direct sales force as we expand our professional product offerings, and expect to begin a direct mail and advertising campaign promoting our professional products in 2002.

        A significant percentage of our professional customers pay their subscription fees using so-called "soft-dollars". Soft-dollaring is the method by which institutions pay brokerage firms commissions on trades in order to obtain unrelated research, market information and other services from third party providers. We maintain relationships with a number of brokerage firms that offer our professional products to their customer bases.

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Advertising

        In 2001, the Company continued to promote its services via online advertising and email marketing. Banner and text advertisements were placed on various financial sites, including, Briefing.com, CBS MarketWatch, Morningstar and Thomson FN. Various financial email lists were rented to promote the Company's subscription products.

Media Relations

        We engage in a comprehensive media-relations campaign on television, print, radio and online media to raise our visibility and cultivate our brand identity. We also continue to build the visibility of our individual writers. Our writers and their work have been featured or mentioned in publications such as The Wall Street Journal, The New York Times, Financial Times, and Fortune. A column written by James J. Cramer, markets commentator for TheStreet.com and CNBC, is carried by New York magazine, a weekly magazine with a reader base of over 440,000. In 2001, our writers and our stories were mentioned or featured in more than 2,000 reports by more than 100 news outlets, including The Wall Street Journal, The New York Times, USA Today, Reuters, Dow Jones, and CNBC. In addition, some of our writers appear frequently on television and radio, including CNBC, CNNfn, Bloomberg, NPR, CNET and WABC.

Advertising Sales

        We currently derive a significant portion of our revenues from advertising sales. We have established a desirable reader demographic that has enabled us to build a growing advertising business and charge rates that are, to our knowledge, among the highest of financial web sites. We have been able to attract advertisers from both within and beyond the financial services industry. In 2001, our Internet web sites, TheStreet.com and RealMoney.com, together attracted an average of more than 2.9 million unique visitors per month and generated an average of 46.3 million page views per month.

        Advertising and e-commerce revenues fell to approximately $5.0 million in 2001 from $13.2 million in 2000. In 2001, advertising revenues represented approximately 33% of our total revenue. See "Risk Factors—We May Have Difficulty Selling Our Advertising Inventory, A Significant Portion Of Which Is Concentrated Among Our Top Advertisers" and "Risk Factors—A General Decline In Online Advertising Could Harm Our Business."

        We believe our audience presents a desirable reader demographic for advertisers in the financial services, technology and luxury goods industries. According to a Spring 2002 study by @plan, a third-party marketing research firm whose survey research is conducted by The Gallup Organization, our readers are three times more likely than the average Internet user to have portfolios valued over $1,000,000. Also, according to the same study, 85% of our readers own securities. In addition, compared to the average Internet user surveyed by @plan, our readers are more than five times more likely to trade stocks online.

        In addition to our desirable reader demographics, advertisers seek a presence on our sites for a number of other reasons, including:

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        The following is a list of our top ten financial and non-financial advertisers in 2001:

Top 10 Financial Advertisers                                                 

Scottrade Securities
Ameritrade Securities
CSFB Direct
Morgan Stanley Dean Witter
Datek

 

Barclays Global Investor
Terra Nova LLC
Bank of America
Cyber Trader (division of Charles Schwab)
Chicago Board of Options Exchange

Top 10 Non-Brokerage Advertisers                                                 

IBM
Ernst and Young
Dell
Verizon
BMC Software

 

Audi
Lexus
Phillips Publishing
Nortel
Siemens

Competition

        A number of financial news and information sources compete for consumers' and advertisers' attention and spending. We compete for advertisers, readers, staff and outside contributors with many types of companies, including:

        Our ability to compete depends on many factors, including the originality, timeliness, insightfulness and trustworthiness of our content and that of competitors, the ease of use of services developed either by us or our competitors and the effectiveness of our sales and marketing efforts. See "Risk Factors—Intense Competition Could Reduce Our Market Share And Harm Our Financial Performance."

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Infrastructure, Operations & Technology

        TheStreet.com's technological infrastructure is built and maintained for reliability, security, flexibility and high performance. This infrastructure is hosted primarily at an Exodus Communications facility in Jersey City, New Jersey, which is equipped with uninterruptible power supplies and redundant hardware and telecommunications lines.

        Our proprietary content-management system allows our stories and market journals to be prepared for publication to a large distribution audience. The system enables us to economically and efficiently distribute our content to multiple destinations in a variety of technical formats. Our in-house subscription management system is based on proprietary software as well as technology provided by third party software developers. This system allows us to communicate automatically with readers during their free trial and subscription periods. The system is capable of yielding a wide variety of customized subscription offers to potential subscribers, using various communication methods and platforms.

        Our operations are dependent on our ability and that of Exodus to protect our systems against damage from fire, earthquakes, power loss, telecommunications failure, break-ins, computer viruses, hacker attacks and other events beyond our control. See "Risk Factors—We Face A Risk Of System Failure That May Result In Reduced Traffic, Reduced Revenue And Harm To Our Reputation."

Intellectual Property

        To protect our rights to intellectual property, we rely on a combination of trademark, copyright law, trade secret protection, confidentiality agreements and other contractual arrangements with our employees, affiliates, customers, strategic partners and others. We have registered certain of our trademarks in the United States and we have pending U.S. applications for other trademarks. Although we believe that our proprietary rights do not infringe on the intellectual property rights of others, other parties may assert infringement claims against us or claims that we have violated a patent or infringed a copyright, trademark or other proprietary right belonging to them. We incorporate certain licensed third-party technology in some of our services. In these license agreements, the licensors have generally agreed to defend, indemnify and hold us harmless with respect to any claim by a third party that the licensed software infringes any patent or other proprietary right. We cannot assure you that these provisions will be adequate to protect us from infringement claims. Any infringement claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources on our part, which could materially adversely affect our business, results of operations and financial condition. See "Risk Factors—Failure to Protect Our Intellectual Property Rights Could Harm Our Brand-Building Efforts and Ability to Compete Effectively."

Employees

        As of December 31, 2001, we had 125 employees, of whom 49 worked in editorial, 29 in sales/marketing, 27 in product development, and 20 in finance/administration. We have never had a work stoppage and none of our personnel are represented under collective bargaining agreements. We consider our relations with our employees to be good.

Government Regulation

        We are subject to governmental regulation in connection with securities laws and regulations applicable to all publicly owned companies, as well as laws and regulations applicable to businesses generally. In addition, we are increasingly subject to government regulation and legislation specifically targeting Internet companies, such as privacy regulations adopted at the local, state, national and international levels and taxes levied on the state level. Due to the increasing popularity and use of the Internet, enforcement of existing laws, such as consumer protection regulations, in connection with

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web-based activities has become more aggressive, and it is expected that new laws and regulations will continue to be enacted at the local, state, national and international levels. Such new legislation, alone or combined with increasingly aggressive enforcement of existing laws, could inhibit the growth in use of the Internet and decrease the acceptance of the Internet as a communications and commercial medium, which could in turn decrease the demand for our services or otherwise have a material adverse effect on our future operating performance and business. See "Risk Factors—Government Regulation and Legal Uncertainties Relating to the Web Could Increase Our Costs of Transmitting Data and Increase Our Legal and Regulatory Expenditures and Could Decrease Our Readership."


Item 2. Properties

        Our principal administrative, sales, marketing, technology and editorial facilities currently reside in a facility encompassing approximately 35,000 square feet of office space on one floor in an office building on Wall Street in New York City, New York. Our West Coast bureau is located in approximately 1,600 square feet of office space in San Francisco, California. Our communications and network infrastructure is hosted at Exodus Communications in Jersey City, New Jersey.


Item 3. Legal Proceedings

        On December 5, 2001, a class action complaint alleging violations of the federal securities laws was filed in the United States District Court for the Southern District of New York naming as defendants TheStreet.com, Inc., certain of its former officers and directors and a current director, and certain underwriters of the company's initial public offering (The Goldman Sachs Group, Inc., Chase H&Q, Thomas Weisel Partners LLC, FleetBoston Robertson Stephens, and Merrill Lynch Pierce Fenner & Smith, Inc.). The complaint alleges, among other things, that the underwriters of TheStreet.com's initial public offering violated the securities laws by failing to disclose certain alleged compensation arrangements (such as undisclosed commissions or stock stabilization practices) in the offering's registration statement. TheStreet.com and certain of its former officers and directors and a current director are named in the complaint pursuant to Section 11 of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934. The plaintiffs seek damages and statutory compensation against each defendant in an amount to be determined at trial, plus pre-judgment interest thereon, together with costs and expenses, including attorneys' fees. Similar complaints have been filed against over 300 other issuers that have had initial public offerings since 1998 and all such actions have been included in a single coordinated proceeding. TheStreet.com intends to defend these actions vigorously. However, due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the litigation. Any unfavorable outcome of this litigation could have an adverse impact on our business, financial condition and results of operations.


Item 4. Submission of Matters to a Vote of Security Holders

        None.

12



PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

        Our common stock has been quoted on the Nasdaq National Market under the symbol TSCM since our initial public offering on May 11, 1999. The following table sets forth, for the periods indicated, the high and low closing sales prices per share of the common stock as reported on the Nasdaq National Market. Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 
  Low
  High
2000        
First quarter   9.3125   19.9375
Second quarter   5.7500   8.2500
Third quarter   4.4688   8.8750
Fourth quarter   1.6875   4.6250

2001

 

 

 

 
First quarter   2.2812   4.0000
Second quarter   1.2400   2.6250
Third quarter   1.0400   1.4300
Fourth quarter   0.9900   1.3200

        On March 27, 2002, the last reported sale price for our Common Stock was $2.60 per share.

Holders

        The number of holders of record of our Common Stock on March 27, 2002 was 356, which does not include beneficial owners of our Common Stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Dividends

        There were no dividends or other distributions made by us during the fiscal year ended December 31, 2001. It is anticipated that cash dividends will not be paid to the holders of our Common Stock in the foreseeable future.


Item 6. Selected Financial Data

        The following selected financial data is qualified by reference to, and should be read in conjunction with, our financial statements and the notes to those statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere herein. The selected statement of operations data presented below for the years ended December 31, 1999, 2000 and 2001, and the balance sheet data as of December 31, 2000 and 2001, are derived from our financial statements that have been audited by Arthur Andersen LLP, independent public accountants, and are included elsewhere herein. The balance sheet data as of December 31, 1997, 1998 and 1999 and the selected statement of operations data for the years ended December 31, 1997 and 1998 has been derived from our audited financial statements which are not included herein.

13


 
  Year Ended
December 31,
1997

  Year Ended
December 31,
1998

  Year Ended
December 31,
1999

  Year Ended
December 31,
2000

  Year Ended
December 31,
2001

 
 
  (In Thousands, Except Per Share Data)

 
Statement of Operations Data:                                
Net revenues from continuing operations:
(see note a)
                               
  Advertising & E-Commerce   $ 118   $ 2,544   $ 7,897   $ 13,180   $ 5,023  
  Subscription     321     1,686     4,550     8,334     9,073  
  Other     150     393     1,869     1,794     1,162  
   
 
 
 
 
 
    Total net revenues     589     4,623     14,316     23,308     15,258  
Cost of revenues     1,147     3,955     9,378     13,070     8,776  
   
 
 
 
 
 
    Gross profit (loss) from continuing operations     (558 )   668     4,938     10,238     6,482  
   
 
 
 
 
 
Operating expenses:                                
  Product development     402     2,346     5,837     12,115     10,609  
  Sales and marketing     2,189     9,205     15,955     22,457     10,972  
  General and administrative     2,210     5,158     14,369     13,062     11,425  
  Noncash compensation expense         90     4,532     1,371     1,064  
  Restructuring expense                 17,576     (3,336 )
  Settlement charge                     2,536  
  Asset impairment                     4,054  
  Severance expense                     972  
   
 
 
 
 
 
Total operating expenses     4,801     16,799     40,693     66,581     38,296  
   
 
 
 
 
 
Loss from continuing operations     (5,359 )   (16,131 )   (35,755 )   (56,343 )   (31,814 )
Interest expense (income), net     405     227     (4,188 )   (5,595 )   (2,184 )
   
 
 
 
 
 
Loss from continuing operations before provision for income taxes     (5,764 )   (16,358 )   (31,567 )   (50,748 )   (29,630 )
Provision for income taxes             95          
   
 
 
 
 
 
Net loss from continuing operations     (5,764 )   (16,358 )   (31,662 )   (50,748 )   (29,630 )
Loss from discontinued operations             (1,971 )   (10,200 )    
(Loss) gain on disposal of discontinued operations                 (1,003 )   400  
   
 
 
 
 
 
Net loss   $ (5,764 ) $ (16,358 ) $ (33,633 ) $ (61,951 ) $ (29,230 )
   
 
 
 
 
 
Net loss per share—basic and diluted   $ (0.95 ) $ (2.13 ) $ (1.73 ) $ (2.37 ) $ (1.12 )
   
 
 
 
 
 
Weighted average basic and diluted shares outstanding     6,061     8,575     21,053     26,106     26,032  
   
 
 
 
 
 
 
  December 31,
 
  1997
  1998
  1999
  2000
  2001
 
  (In Thousands)

Balance Sheet Data:                              
  Cash, cash equivalents, restricted cash and short term investments   $ 157   $ 24,612   $ 119,415   $ 72,160   $ 33,739
  Working capital (deficit)     (1,343 )   22,918     114,544     54,728     26,652
  Total assets     911     27,581     143,550     100,408     46,888
  Long-term debt, less current maturities     6,335                 395
  Redeemable convertible preferred stock         21,107            
  Total stockholders' equity (deficit)     (7,157 )   2,417     111,414     71,380     36,811

(a)
In November 2000, our Board of Directors decided to discontinue our U.K. operations. As a result, the operating results relating to the U.K. operations have been segregated from continuing operations and reported as discontinued operations in a separate line item on the consolidated statements of operations. Prior years' amounts have been restated to conform to the current year presentation.

14


Selected Quarterly Financial Data (Unaudited):

 
  First Quarter
  Second Quarter
  Third Quarter
  Fourth Quarter
 
Fiscal 2001                          
  Net revenue   $ 4,391,032   $ 3,570,982   $ 3,453,920   $ 3,842,442  
  Gross profit     1,412,028     1,453,556     1,473,298     2,143,322  
  Net loss from continuing operations     (7,202,567 )   (6,931,442 )   (8,880,735 )   (6,614,802 )
  Gain from discontinued operations                 400,000  
  Net loss     (7,202,567 )   (6,931,442 )   (8,880,735 )   (6,214,802 )
  Net loss per share-basic and diluted