<PAGE>
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-25965
JFAX.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0371142
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
10960 Wilshire Boulevard
Suite 500
Los Angeles, California 90024
(Address of principal executive offices)
(310) 966-1800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required 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 [ ] No [X]
The number of shares, $0.01 par value each, of the registrant's common
stock outstanding as of July 31, 1999: 32,819,984 shares.
- --------------------------------------------------------------------------------
<PAGE>
JFAX.COM, INC.
For the Quarter Ended June 30, 1999
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations.................................. 3
Condensed Consolidated Balance Sheets............................................ 4
Condensed Consolidated Statements of Cash Flows.................................. 5
Notes to Condensed Consolidated Financial Statements............................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................................. 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk ...................... 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................................... 13
Item 2. Changes in Securities and Use of Proceeds ....................................... 13
Item 3. Defaults Upon Senior Securities ................................................. 14
Item 4. Submission of Matters to a Vote of Security Holders ............................ 14
Item 5. Other Information ............................................................... 14
Item 6. Exhibits and Reports on Form 8-K ................................................ 14
</TABLE>
2
<PAGE>
PART I.
FINANCIAL INFORMATION
ITEM 1. Financial Statements
JFAX.COM, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except share data )
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------------------- --------------------------------
1999 1998 1999 1998
-------------- -------------- --------------- ------------
<S> <C> <C> <C> <C>
Revenue $ 1,647 $ 784 $ 3,058 $ 1,275
Cost of revenue 1,179 683 2,233 1,309
-------------- -------------- --------------- ------------
Gross profit (loss) 468 101 825 (34)
Operating expenses:
Sales and marketing 657 513 1,365 885
Research and development 380 287 897 549
General and administrative 2,039 1,106 3,529 2,025
-------------- -------------- --------------- ------------
Total operating expenses 3,076 1,906 5,791 3,459
Operating loss (2,608) (1,805) (4,966) (3,493)
Interest expense (income), net 457 (1) 883 (1)
-------------- -------------- --------------- ------------
Net loss (3,065) (1,804) (5,849) (3,492)
Cumulative preferred dividends and
accretion of discount attributable to
preferred stock (266) --- (525) ---
-------------- -------------- --------------- ------------
Net loss attributable to
common stockholders $ (3,331) $ (1,804) $ (6,374) $ (3,492)
============== ============== =============== ============
Basic and diluted net loss
per common share $ (0.14) $ (0.08) $ (0.26) $ (0.17)
============== ============== =============== ============
Weighted average common shares used
in determining loss per share
Basic and diluted 24,312,415 21,935,000 24,310,263 20,685,000
============== ============== =============== ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
JFAX.COM, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------------- -------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 3,017 $ 7,279
Accounts receivable 290 241
Prepaid expenses and other current assets 1,365 1,131
Capitalized offering costs 1,035 ---
------------------- -------------------
Total current assets 5,707 8,651
Furniture, fixtures and equipment, net 1,820 1,778
Other assets 77 84
------------------- -------------------
$ 7,604 $ 10,513
=================== ===================
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
Accounts payable and accrued expenses $ 3,426 $ 1,101
Deferred revenue 324 329
Current portion of capital lease payable 93 90
Current portion of long-term debt 408 317
Customer deposits 105 79
------------------- -------------------
Total current liabilities 4,356 1,916
Capital lease obligations 94 142
Long-term debt 6,489 6,137
Put warrants --- 6,318
Redeemable common stock 6,966 5,246
Mandatorily redeemable Series A preferred stock 4,595 4,071
Total stockholders' deficiency (14,896) (13,317)
------------------- -------------------
Total liabilities and stockholders' deficiency $ 7,604 $ 10,513
=================== ===================
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE>
JFAX.COM, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six months ended
June 30
---------------------------------
1999 1998
---------------------------------
<S> <C> <C>
Net cash used in operating activities $ (3,711) $ (4,569)
---------- ----------
Cash flows from investing activities-
Purchase of furniture, fixtures and equipment (428) (148)
---------- ----------
Cash flows from financing activities:
Proceeds from issuance of common stock 11 3,001
Proceeds from issuance of notes payable 91 783
Proceeds from related parties --- 1,000
Repayments of loan payable and capital lease obligations (225) (29)
---------- ----------
Net cash provided by (used in) financing activities (123) 4,755
---------- ----------
Net increase (decrease) in cash and cash equivalents (4,262) 38
Cash and cash equivalents, beginning of year 7,279 23
---------- ----------
Cash and cash equivalents, end of period $ 3,017 $ 61
========== ==========
Supplemental Cash Flow Information-
Interest paid $ 311 $ 91
</TABLE>
See accompanying notes to condensed consolidated financial statements
5
<PAGE>
JFAX.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial information is unaudited but reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the consolidated financial
position and results of operations for the interim periods. The consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto, together with management's discussion
and analysis of financial condition and results of operations, for the fiscal
year ended December 31, 1998 as presented in the Company's Form S-1 Registration
Statement filed on July 23, 1999. The results of operations for the three and
six months ended June 30, 1999 are not necessarily indicative of the results to
be expected for the entire fiscal year.
NOTE 2 - INITIAL PUBLIC OFFERING
On July 23, 1999, the Company completed its initial public offering of 8,500,000
shares of Common Stock and received proceeds of $73.9 million, net of offering
costs.
NOTE 3 - REPAYMENT OF SENIOR SUBORDINATED NOTES
On July 30, 1999 the Company redeemed all of its 10% Senior Subordinated Notes
due 2004. Such redemption aggregated $10,591,000 and included $85,000 in accrued
interest.
In connection with this redemption, as disclosed in the Company's Form S-1, the
Company will recognize a loss on early extinguishment of debt as an
extraordinary item in its third quarter, approximating $4,428,000.
NOTE 4 - REDEMPTION OF PREFERRED STOCK
On July 30, 1999 the Company notified its preferred stockholders of its intent
to redeem all of its outstanding Mandatorily redeemable Series A preferred stock
aggregating $6,818,000. On August 10, 1999 the Company redeemed $1,355,000 of
such amount with the remaining portion to be redeemed by August 31, 1999.
NOTE 5 - PUT WARRANTS
Effective January 1, 1999, holders of a majority of the put warrants included in
the accompanying December 31, 1998 Balance Sheet agreed to eliminate a fair
market value put feature associated with these warrants for nominal
consideration. As a result of the elimination of the put feature, the Company
reclassified the put warrant liability of $6,318,000 to additional paid in
capital effective January 1999.
6
<PAGE>
NOTE 6 - LOSS PER SHARE
The Company has adopted SFAS No. 128, "Earnings Per Share." Basic net loss per
share is computed using the weighted average number of common shares outstanding
during the period.
Dividends on Preferred Stock and accretion to Preferred Stock redemption
increased the net loss for determining basic and diluted net loss per share
attributable to Common Stock. Diluted net loss per share excludes the effect of
common stock equivalents, because their effect would be anti-dilutive.
7
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations for the Three Months Ended June 30, 1999 and June 30, 1998
Revenue. Revenue was $1.6 million and $784,000 for the three months ended
June 30, 1999 and 1998. The absolute dollar increase in revenue was primarily
due to an increased number of subscriptions. Our number of subscriptions were
36,425 and 17,985 as of June 30, 1999 and 1998.
In April 1999, we introduced free fax services principally as a promotional
tool to attract customers we can target for selling our paid services. In June
1999, we introduced our free voice services for the same purpose. As of June
30, 1999, we had 121,520 subscribers for our free services.
Cost of Revenue. Cost of revenue is primarily comprised of data and voice
network costs, customer service, online processing fees and equipment
depreciation. Cost of revenue was $1.2 million or 72% of revenue and $683,000 or
87% of revenue for the three months ended June 30, 1999 and 1998. The absolute
dollar increase in cost of revenue reflects the cost of building and expanding
our server and networking infrastructure and customer service to accommodate
growth of our subscriber base. Cost of revenue as a percentage of revenue
decreased as a result of the increases in revenue over the same period last
year.
Operating Expenses
Sales and Marketing. Our sales and marketing costs consist primarily of
payments with respect to strategic alliances, personnel related expenses,
advertising, public relations, and promotions. Sales and marketing expenses were
$657,000 or 40% of revenue and $513,000 or 65% of revenue for the three months
ended June 30, 1999 and 1998. The absolute dollar increases in sales and
marketing expense from period to period primarily reflect an increase in
payments with respect to strategic alliances as we entered into and expanded
strategic relationships with leading Internet companies, and an increase in
personnel related expenses. Sales and marketing as a percentage of revenue
decreased as a result of the increases in revenue over the same period last
year.
Research and Development. Our research and development costs consist
primarily of personnel related expenses. Research and development costs were
$380,000 or 23% of revenue and $287,000 or 37% of revenue for the three months
ended June 30, 1999 and 1998. The absolute dollar increase in research and
development costs from period to period primarily reflects increases in
personnel related expenses. Research and development as a percentage of revenue
decreased as a result of increases in revenue over the same period last year.
General and Administrative. Our general and administrative costs consist
primarily of personnel related expenses, professional fees, and occupancy costs.
General and administrative costs were $2.0 million or 124% of revenue and $1.1
million or 141% of revenue for the three months ended June 30, 1999 and 1998.
The absolute dollar increases in general and administrative costs from period to
period were primarily due to increases in personnel, as well as increased
professional fees. General and administrative costs as a percentage of revenue
decreased as a result of increases in revenue over the same period last year.
8
<PAGE>
Interest Expense (Income), Net. Our interest expense (income), net is
primarily related to capital lease obligations and long-term debt. Interest
expense (income), net was $457,000 and $(970) for the three months ended June
30, 1999 and 1998. The increase in interest expense (income), net primarily
resulted from the issuance in July 1998 of $10 million principal amount of
subordinated debt.
Results of Operations for the Six Months Ended June 30, 1999 and June 30, 1998
Revenue. Revenue was $3.1 million and $1.3 million for the six months ended
June 30, 1999 and 1998. The absolute dollar increases in revenue was due
primarily to increases in the number of subscriptions. Our number of
subscriptions were 36,425 and 17,985 as of June 30, 1999 and 1998.
Cost of revenue. Cost of revenue is primarily comprised of data and voice
network costs, customer service, online processing fees and equipment
depreciation. Cost of revenue was $2.2 million or 73% of revenue and $1.3
million or 103% of revenue for the six months ended June 30, 1999 and 1998. The
absolute dollar increases in cost of revenue reflect the cost of building and
expanding our server and networking infrastructure and customer services to
accommodate the growth of our subscriber base. Cost of revenue as a percentage
of revenue decreased from period to period as a result of the increases in
revenue over the same periods.
Operating Expenses
Sales and Marketing. Our sales and marketing costs consist primarily of
payments with respect to strategic alliances, personnel related expenses,
advertising, promotions, public relations, and trade shows. Sales and marketing
expenses were $1.4 million or 45% of revenue and $885,000 or 69% of revenue for
the six months ended June 30, 1999 and 1998. The absolute dollar increases in
sales and marketing expenses primarily reflect an increase in payments with
respect to strategic alliances as we entered into and expanded strategic
relationships with leading Internet companies.
Research and Development. Our research and development costs consist
primarily of personnel related expenses. Research and development costs were
$897,000 or 29% of revenue and $549,000 or 43% of revenue for the six months
ended June 30, 1999 and 1998. The absolute dollar increase in research and
development costs from 1998 to 1999 primarily reflects increases in personnel
related expenses. Research and development costs as a percentage of revenue
decreased from 1998 to 1999 as a result of increases in revenue over the same
period.
General and Administrative. Our general and administrative costs consist
primarily of personnel related expenses, professional fees, and occupancy costs.
General and administrative costs were $3.5 million or 115% of revenue and $2.0
million or 159% of revenue for the six months ended June 30, 1999 and 1998. The
absolute dollar increases in general and administrative costs from period to
period were primarily due to increases in personnel, as well as increased
professional fees. General and administrative costs as a percentage of revenue
decreased as a result of increases in revenue over the same period last year.
9
<PAGE>
Interest Expense (Income), Net. Interest expense (income), net is primarily
related to capital lease obligations and long-term debt. Interest expense
(income), net was $883,000 and $ (816) for the six months ended June 30, 1999
and 1998. The increase in interest expense (income), net for 1999 resulted from
the issuance in July 1998 of $10 million of senior subordinated debt.
Liquidity and Capital Resources
Since our inception, we have financed our operations through the private
placement of common stock, preferred stock and long-term debt and through
equipment lease financing. At June 30, 1999, we had approximately $3.0 million
in cash and cash equivalents.
Net cash used in operating activities decreased to $3.7 million for the six
months ended June 30, 1999 from $4.6 million for the same period in 1998. The
decrease in net cash used in operating activities was primarily due to an
increase in accounts payable of $1.7 million, a decrease in payments with
respect to strategic alliances of $1.5 million, an increase in debt discount
amortization of $561,000, an increase in interest payable of $252,000, offset by
an increase in net loss of $2.4 million, and an increase in capitalized offering
costs of $1.0 million.
Net cash used in investing activities increased from $148,000 for the six
months ended June 30, 1998 to $428,000 for the six months ended June 30, 1999
primarily due to the build-out of our network and purchases of office equipment.
Net cash provided by (used in) financing activities decreased to $(123,000)
for the six months ended June 30, 1999 from $4.8 million for the same period in
1998. The decrease in net cash provided by financing activities was primarily
due to the issuance of common stock of $3.0 million, proceeds from a loan made
by a related party of $1.0 million, and $783,000 in notes payable issued during
the six months ended June 30, 1998. There were no comparable financings in the
six months ended June 30, 1999.
Our capital requirements depend on numerous factors, including market
acceptance of our services, the amount of resources we devote to investments in
our network and services development, the resources we devote to the sales and
marketing of our services and our brand promotions and other factors. We have
experienced a substantial increase in our capital expenditures and operating
lease arrangements since our inception consistent with the growth in our
operations and staffing, and anticipate that this will continue for the
foreseeable future. Additionally, we expect to make additional investments in
technologies and our network, and plan to expand our sales and marketing
programs and conduct more aggressive brand promotions.
In late July, 1999 the Company received net proceeds from its initial public
offering totaling $73.9 million, $17.4 million of which has been or will be used
to repay indebtedness and redeem preferred stock outstanding. We currently
anticipate that the net proceeds of our initial public offering, after repayment
of indebtedness and redemption of preferred stock, will be sufficient to meet
our anticipated needs for working capital and capital expenditures for at least
the next 12 months. Although operating activities may provide cash in certain
periods, to the extent we experience growth in the future, we anticipate that
our operating and investing activities may use cash. Consequently, any such
future growth may require us to obtain additional equity or debt financing,
which may not be available on attractive terms, or at all, or may be dilutive.
Impact of Year 2000 Issue
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any computer programs or
hardware that have date-
10
<PAGE>
sensitive software or embedded chips may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in system failures or
miscalculations causing disruptions of operations for any company using computer
programs or hardware, including, among other things, a temporary inability to
process transactions, send invoices or engage in normal business activities. As
a result, many companies' computer systems may need to be upgraded or replaced
in order to avoid Year 2000 issues.
We are a comparatively new company, and, accordingly, the software and
hardware we use to operate our business have all been purchased or developed in
the last three and one half years. While this does not protect us against Year
2000 exposure, we believe we gain some mitigation from the fact that the
information technology we use to operate our business is of recent origin. All
of the software code we have internally developed to operate our business is
written with four digits to define the applicable year.
We are in the process of testing our internal information technology and non-
information technology systems. We have completed the majority of testing of our
internally developed systems, and are in the process of evaluating and compiling
test results and determining what remaining issues need to be addressed. All of
the testing we have completed has been performed by our own personnel. To date,
we have not retained any outside service or consultants to test or review our
systems for Year 2000 compliance. Based on the testing we have performed, we
believe that such software is Year 2000 compliant. However, we intend to
complete more testing later in the year.
In addition to our internally developed software, we utilize software and
hardware developed by third parties both for our network as well as our internal
information systems. We have tested this third-party software and hardware to
determine Year 2000 compliance. In addition, we have obtained certifications
from our key suppliers of hardware and networking equipment for our data
centers, as well as from the providers of our Internet access and of our
dedicated data transmission media, that our hardware and networking equipment
are Year 2000 compliant. Additionally, we have received assurances from the
providers of key software applications for our internal operations that their
software is Year 2000 compliant. Based upon an initial evaluation of our broader
list of software and hardware providers, we are aware that all of these
providers are in the process of reviewing and implementing their own Year 2000
compliance programs, and we will work with these providers to address the Year
2000 issue and continue to seek assurances from them that their products are
Year 2000 compliant.
We have not incurred any significant expenses to date, and we do not
anticipate that any future costs associated with our Year 2000 remediation
efforts will be material. We estimate that the costs associated with
implementing our year 2000 compliance plan to be approximately $100,000. During
the 2nd quarter of 1999, the expenses incurred for testing were approximately
$15,000, bringing the total expenses incurred to date to $95,000. The costs
incurred to date, together with our estimate of remaining costs, represent in
the aggregate less than 5% of the amounts that we have budgeted for research and
development and network operations. However, if we, our customers, our providers
of hardware and software or other third parties with whom we do business fail to
remedy any Year 2000 issues, our services could be interrupted and we could
experience a material loss of revenues that could have a material adverse effect
on our business, prospects, results of operations and financial condition. We
consider such an interruption to be the most reasonably likely unfavorable
result of any failure by us, or failure by the third parties upon whom we rely,
to achieve Year 2000 compliance. Presently, we are unable to reasonably estimate
the duration and extent of any interruption, or quantify the effect it may have
on our future revenues. We have yet to develop a comprehensive contingency plan
to address the issues
11
<PAGE>
which could result from such an event. We are prepared to develop a plan if our
ongoing assessment leads us to conclude we have significant exposure based upon
the likelihood of such an event.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We have indebtedness outstanding that accrues interest at fixed rates over
the term of that indebtedness, and therefore we do not have interest rate risk
on that debt. As of July 30, 1999 we redeemed all of our 10% senior subordinated
notes due 2004 which represented a substantial portion of our long-term debt
obligations.
12
<PAGE>
PART II.
OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not presently subject to any material legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
A. Not applicable
B. Not applicable
C. Sales of Unregistered Securities In the six months ended June 30,
1999 we issued a total of 9,164 shares of our common stock to various employees
who exercised employee options to purchase such stock at prices between $0.80
and $2.40 per share for a total purchase price of $11,592.
D. Sales of Registered Securities and Use of Proceeds During July 1999,
the Company completed its initial public offering ("the Offering") of 8,500,000
shares of its common stock. The offering date was July 23, 1999. JFAX.COM's
stock is publicly traded on the NASDAQ National Market under the symbol "JFAX."
The lead underwriters in the offering were Donaldson, Lukfin & Jenrette;
BancBoston Robertson Stephens; CIBC World Markets; and DLJdirect Inc. The shares
of common stock sold in the Offering were registered under the Securities Act of
1933, as amended, on a Registration Statement on Form S-1 (the "Registration
Statement") (File No. 333-76477) which was declared effective by the SEC on July
22, 1999.
A total of 8,500,000 shares of common stock were registered for sale by the
Company under the Registration Statement for an aggregate amount of $80,750,000
(based upon the offering price of $9.50 per share). 8,500,000 shares were sold
by the Company for an aggregate amount of $80,750,000 (before deduction of
underwriting discounts, commissions and other expenses). Additionally, the
underwriters had an option to purchase an additional 473,000 shares from the
Company and 802,000 shares from certain selling stockholders to cover
overallotments. None of these shares were sold in the Offering. If these shares
had been sold, the aggregate amount received for the optional shares on the same
basis as above would have been $4.5 million for the Company and $7.6 million for
the selling stockholders.
After deducting underwriting discounts and commissions of $5,652,500 and
reasonably estimated expenses of $1,150,000 in connection with the Offering, the
Company received net proceeds from the Offering of $73.9 million. As disclosed
in the Registration Statement, the Company intends to use these proceeds: (1) to
expand its network around the world, (2) to repay its indebtedness and redeem
preferred stock, (3) to fund marketing and advertising activities and (4) for
general corporate purposes.
As of June 30, 1999, the ending date of the reporting period covered by
this report on form 10-Q, the Company had not yet received or applied the net
proceeds of the Offering. Application of the net proceeds from the Offering will
be disclosed in future reports.
13
<PAGE>
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
(a) Annual Meeting of Stockholders.
The Company held its Annual Meeting of Stockholders on May 6, 1999,
at 10:00 a.m. at its offices at 10960 Wilshire Blvd., Suite 500,
Los Angeles, California.
(b) Elected Directors of Registrant.
The following persons were elected to serve as directors of the
Company:
Richard S. Ressler
John F. Rieley
Jens Muller
Zohar Loshitzer
Michael P. Schulhof
Robert J. Cresci
Scott Turicchi
(c) Items Voted Upon By Stockholders of the Registrant.
The following matters were voted upon by the stockholders of the
Company. The number of votes cast for and against are set forth below
(there were no abstentions or broker non-votes):
Nominee Votes For Votes Against
------- --------- -------------
Richard S. Ressler 20,785,721 0
John F. Rieley 20,785,721 0
Jens Muller 20,785,721 0
Zohar Loshitzer 20,785,721 0
Michael P. Schulhof 20,083,736 701,985
Robert J. Cresci 20,785,721 0
Scott Turicchi 20,785,721 0
(d) None.
ITEM 5. Other Information
Not applicable
ITEM 6. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibits 3.1 through 10.19 are incorporated herein by reference to the
exhibit with the corresponding number filed as part of the Company's
registration statement on Form S-1 filed on April 16, 1999 and all
amendments thereto (File No. 333-76477).
Exhibit
Number Description
-------- -----------
3.1 Certificate of Incorporation, as amended and restated.
3.2 By-laws, as amended and restated.
4.1 Specimen of common stock certificate.
9.1 Securityholders' Agreement, dated as of June 30, 1998, with the
investors in The June and July 1998 private placements.
10.1 JFAX.COM Incentive Compensation Bonus Plan.
10.2 JFAX Communications, Inc. (JFAX.COM) 1997 Stock Option Plan.
10.3 Employment Agreement for Gary H. Hickox, dated September 2, 1998.
10.3.1 Promissory Note issued by Gary H. Hickox to JFAX Communications,
Inc. On October 7, 1998, due October 7, 2001.
10.4 Employment Agreement for Dr. Anand Narasimhan, dated March 17,
1997.
10.4.1 Amended and Restated Interest Only Note issued by Anand
Narasimhan to JFAX Communications, Inc. on September 17, 1997,
due September 17, 1998.
10.5 Employment Agreement for Nehemia Zucker, dated March 21, 1997.
10.5.1 Promissory Note issued by Nehemia Zucker to JFAX Communications,
Inc. On April 11, 1997, due March 31, 2001.
10.6 Consulting Agreement for Boardrush Media LLC, dated as of March
17, 1997.
10.7 Put Rights, for the benefit of the investors in the June and July
1998 Private Placements
10.8 Registration Rights Agreement, dated as of June 30, 1998, with
the investors in the June and July 1998 Private Placements.
10.9 Registration Rights Agreement, dated as of March 17, 1997, with
Orchard/JFax Investors, LLC, Boardrush LLC (Boardrush Media LLC),
Jaye Muller, John F. Rieley, Nehemia Zucker and Anand Narasimhan.
14
<PAGE>
10.9.1 Letter, dated as of June 30, 1998, to Boardrush LLC, Jens Muller,
John F. Rieley, Anand Narasimhan, and Nehemia Zucker from Richard
S. Ressler Regarding the Registration Rights Agreement, dated as
of March 17, 1997, Among JFAX Communications, Inc., Boardrush
LLC, Jens Muller, John F. Rieley, Anand Narasimhan, and Nehemia
Zucker.
10.10 Stock Option Agreement, dated as of January 24, 1997, by and
among JFAX Communications, Inc. and Michael P. Schulhof.
10.11 Letter, dated as of June 30, 1998, to Michael P. Schulhof from
Richard S. Ressler regarding the Stock Option Agreement, dated as
of January 24, 1997, Between JFAX Communications, Inc. and
Michael P. Schulhof.
10.12 Purchase Agreement, dated as of July 2, 1998, relating to $5
million of Preferred stock and warrants.
10.13 Consent to Amendment of Purchase Agreement, dated as of April 16,
1999.
10.14 Form of warrant pursuant to such Purchase Agreement.
10.15 Master Loan and Security Agreement, dated as of March 10, 1998,
by JFAX Communications, Inc. in favor of Transamerica Business
Credit Corporation.
10.16 Promissory Note issued by JFAX Communications, Inc. to
Transamerica Business Credit Corporation on April 21, 1998 due
May 1, 2001.
10.17 Promissory Note issued by JFAX Communications, Inc. to
Transamerica Business Credit Corporation on December 22, 1998 due
January 1, 2002.
10.18 Investment Agreement among JFAX Communications, Inc., Jens
Muller, John F. Rieley and Boardrush LLC and Orchard/JFax
Investors, L.L.C. and Richard S. Ressler, dated as of March 14,
1997 and effective as of March 17, 1997.
10.19 Promissory Note issued by Boardrush LLC to JFAX Communications,
Inc. Dated March 17, 1997 due March 17, 2004.
27.1 Financial Data Schedule.
B. Reports on Form 8-K
No reports on Form 8-K have been filed by the Company during the last
quarter of the period covered by this report.
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JFAX.COM, INC.
(Registrant)
By: /s/ NEHEMIA ZUCKER
----------------------------
Nehemia Zucker
Chief Financial Officer and Duly
Authorized Officer of the Registrant
September 2, 1999
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,017
<SECURITIES> 0
<RECEIVABLES> 290
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,707
<PP&E> 3,097
<DEPRECIATION> (1,277)
<TOTAL-ASSETS> 7,604
<CURRENT-LIABILITIES> 4,356
<BONDS> 0
4,595
0
<COMMON> 221
<OTHER-SE> (15,117)
<TOTAL-LIABILITY-AND-EQUITY> 7,604
<SALES> 3,058
<TOTAL-REVENUES> 3,058
<CGS> 2,233
<TOTAL-COSTS> 2,233
<OTHER-EXPENSES> 5,607
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,067
<INCOME-PRETAX> (5,849)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,849)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,849)
<EPS-BASIC> (0.26)
<EPS-DILUTED> (0.26)
</TABLE>
