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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 March 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-25965
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JFAX.COM, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 51-0371142
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
6922 Hollywood Boulevard
Suite 900
Hollywood, California 90028
(Address of principal executive offices)
(323) 860-9200
(Registrant's telephone number, including area code)
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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 [X] No [_]
The number of shares, $0.01 par value each, of the registrant's common stock
outstanding as of May 1, 2000: 36,107,378 shares.
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JFAX.COM, INC.
For the Quarter Ended March 31, 2000
INDEX
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<CAPTION>
Page
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PART I. FINANCIAL INFORMATION
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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.............................. 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................................... 11
Item 2. Changes in Securities and Use of Proceeds............................................... 11
Item 3. Defaults Upon Senior Securities......................................................... 12
Item 4. Submission of Matters to a Vote of Security Holders..................................... 12
Item 5. Other Information....................................................................... 12
Item 6. Exhibits and Reports on Form 8-K........................................................ 13
</TABLE>
2
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JFAX.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended
March 31,
----------------------
2000 1999
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<S> <C> <C>
Revenues............................................... $ 2,865 $ 1,411
Cost of revenue........................................ 1,362 1,054
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Gross profit......................................... 1,503 357
Operating expenses:
Sales and marketing.................................. 2,189 708
Research and development............................. 789 517
General and administrative........................... 3,962 1,490
Amortization of goodwill and other intangibles....... 661 --
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Total operating expenses........................... 7,601 2,715
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Operating loss......................................... (6,098) (2,358)
Other income (expense), net............................ 798 (426)
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Net loss............................................... (5,300) (2,784)
Dividends and accretion on preferred stock............. -- (258)
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Net loss attributable to common stockholders........... $ (5,300) $ (3,042)
========== ==========
Basic and diluted net loss per common share............ $ (0.15) $ (0.13)
========== ==========
Weighted average shares outstanding.................... 34,687,901 24,308,111
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
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JFAX.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
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ASSETS
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<S> <C> <C>
Cash and cash equivalents................................ $20,950 $12,256
Short-term investments................................... 12,166 23,511
Accounts receivable...................................... 652 370
Prepaid expenses and other current assets................ 3,571 4,111
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Total current assets................................... 37,339 40,248
Furniture, fixtures and equipment, net................... 5,597 3,344
Goodwill, net............................................ 9,104 --
Other purchased intangibles, net......................... 2,475 --
Long-term investments.................................... 10,858 13,559
Other assets............................................. 1,937 1,475
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Total assets........................................... $67,310 $58,626
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<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Accounts payable and accrued expenses.................... $ 2,632 $ 1,781
Deferred revenue......................................... 462 439
Current portion of capital lease payable................. 226 176
Current portion of long-term debt........................ 1,274 1,240
Customer deposits........................................ 38 57
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Total current liabilities.............................. 4,632 3,693
Capital lease obligations................................ 223 186
Long-term debt........................................... 1,403 1,537
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Total liabilities...................................... 6,258 5,416
Redeemable common stock.................................. 7,065 7,065
Common stock subject to put option....................... 998 998
Total stockholders' equity............................. 52,989 45,147
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Total liabilities and stockholders' equity............. $67,310 $58,626
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
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JFAX.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
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<CAPTION>
Three months
ended March 31,
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2000 1999
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<S> <C> <C>
Net cash used in operating activities........................ $(3,312) $(1,550)
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Cash flows from investing activities:
Redemption of investments.................................. 13,806 --
Purchases of furniture, fixtures and equipment............. (1,841) (107)
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Net cash provided by (used in) investing activities.......... 11,965 (107)
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Cash flows from financing activities:
Exercise of stock options.................................. 53 --
Repayments of long-term debt............................... (100) (90)
Proceeds (repayments) of capital lease obligations......... 88 (22)
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Net cash provided by (used in) financing activities.......... 41 (112)
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Net increase (decrease) in cash and cash equivalents......... 8,694 (1,769)
Cash and cash equivalents, beginning of period............... 12,256 7,279
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Cash and cash equivalents, end of period..................... $20,950 $ 5,510
======= =======
</TABLE>
Non cash investing activities:
During the three month period ended March 31, 2000 net assets as follows were
acquired through the issuance of common stock:
<TABLE>
<S> <C>
Current assets...................................................... $ 180
Furnitures, fixtures and, equipment................................. 889
Goodwill and intangibles............................................ 12,943
Less: Liabilities assumed........................................... (849)
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Fair value of common stock issued................................... 13,163
=======
</TABLE>
See accompanying notes to condensed consolidated financial statements
5
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JFAX. COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(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 condensed 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, 1999 as
presented in the Company's Form 10-K, as amended on May 1, 2000. The results
of operations for the three months ended March 31, 2000 are not necessarily
indicative of the results to be expected for the entire fiscal year.
NOTE 2--USE OF ESTIMATES
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 liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
NOTE 3--COMPREHENSIVE LOSS
Comprehensive loss is comprised of net loss and unrealized gains and losses
on a short term investment classified as available for sale. Comprehensive
loss was $5.5 million and $2.8 million for the quarters ended March 31, 2000
and 1999, respectively.
NOTE 4--BUSINESS COMBINATIONS
On January 26, 2000, the Company completed the acquisition of Suretalk.com,
Inc. (SureTalk) The acquisition was recorded using the purchase method of
accounting under APB Opinion No. 16. The Company issued an aggregate of
approximately 1,515,545 shares of common stock to effect the transaction. The
aggregate purchase price of Suretalk, plus related costs of the acquisition,
was approximately $9.28 million, and was comprised of common stock. Results of
operations for SureTalk have been included in the financial results of the
Company from the closing date of the transaction forward.
In accordance with APB Opinion No. 16, all identifiable assets and
liabilities were assigned a portion of the cost of the acquired companies
(purchase price) on the basis of their respective fair values. Identifiable
intangible assets and goodwill are included in "Other purchased intangibles,
net" and "Goodwill, net" in the accompanying condensed consolidated balance
sheets and are amortized over their average useful lives of 2-3 years.
Intangible assets were identified and valued by considering the Company's
intended use of acquired assets, and analysis of data concerning products,
technologies, markets, historical financial performance, and underlying
assumptions of future performance. The economic and competitive environment in
which the Company and the acquired companies operate was also considered in
the valuation analysis.
The pro forma consolidated financial information for the three months ended
March 31, 2000 and 1999, determined as if the acquisition had occurred on
January 1 of each year, would have resulted in net sales of $2,892,000 and
$1,455,000 , net loss of $5,825,000 and $2,880,000, and basic and diluted loss
per share of $0.17 and $0.12, for each of the respective periods. This
unaudited pro forma information is presented for illustrative purposes only
and is not necessarily indicative of the results of operations in future
periods or results that would have been achieved had JFAX.COM and the acquired
company been combined during the specified periods.
6
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JFAX.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
March 31, 2000
NOTE 5--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 and accretion on Preferred Stock 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.
NOTE 6--LITIGATION
On October 28, 1999, AudioFAX IP LLC filed a lawsuit against the Company in
the United States District Court for the Northern District of Georgia
asserting the ownership of certain United States and Canadian patents and
claiming that we are infringing these patents as a result of our sale of
enhanced facsimile services. The suit requests unspecified damages, treble
damages due to willful infringement, and preliminary and permanent injunctive
relief. The Company filed an answer to the complaint on December 2, 1999. The
Company has reviewed the AudioFAX patents with its business and technical
personnel and outside patent counsel and have concluded that it does not
infringe these patents. As a result, the company is confident of its position
in this matter and is vigorously defending the suit. However, the outcome of
complex litigation is uncertain and cannot be predicted with certainty at this
time. Any unanticipated adverse result could have a material adverse effect on
our financial condition and results of operations.
NOTE 7--SUBSEQUENT EVENT
On April 5, 2000, the Company entered into a letter of intent and a loan
commitment letter with eFAX.com ("eFAX.com") in which:
The Company established with eFAX.com the principal terms for a potential
merger of the Company and eFAX.com as follows:
The Company agreed to lend eFAX.com $5 million. The loan will have an
interest rate of 13% and a maturity date of August 31, 2000, subject to
adjustment which could increase the maturity date by up to 60 days and ,
eFAX.com granted or committed to grant to the Company warrants to
purchase a number of shares of eFAX.com common stock determined based on
certain terms and conditions.
Prior to the execution of a definitive purchase Agreement neither eFAX.com nor
the Company are required to complete the merger. In the merger, approximately
18.5 million shares of the Company's common stock will be issued to the
current holders of eFAX.com's common and preferred stock. On May 5, 2000, the
Company funded the first installment of its loan to eFAX.com in the amount of
$750,000.
7
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ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations for the Three Months Ended March 31, 2000 and March 31,
1999
Revenue. Revenue was $2.9 million and $1.4 million for the three months
ended March 31, 2000 and 1999 respectively. The increase in revenue was
primarily due to an increased number of subscriptions. Our paid subscribers
numbered 60,588 and 31,443 as of March 31, 2000 and 1999.
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 $1.4 million or 48% of revenue and $1.1
million or 75% of revenue for the three months ended March 31, 2000 and 1999.
The 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, advertising, personnel related
expenses, public relations, and promotions. Sales and marketing expenses were
$2.2 million or 76% of revenue and $708,000 or 50% of revenue for the three
months ended March 31, 2000 and 1999, respectively. The absolute dollar and
costs as a percentage of revenue increases in sales and marketing expenses
from period to period primarily reflect an increase in advertising costs
associated with payments to strategic alliance partners and an increase in
personnel related expenses.
Research and Development. Our research and development costs consist
primarily of personnel related expenses. Research and development costs were
$789,000 or 28% of revenue and $517,000 or 37% of revenue for the three months
ended March 31, 2000 and 1999. The 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 $4.0 million or 138% of revenue
and $1.5 million or 105% or revenue for the quarters ended March 31, 2000 and
1999. The absolute dollar and costs as a percentage of revenue increases in
general and administrative from period to period were primarily due to
increases in personnel, as well as increased professional fees.
Amortization of goodwill and other intangibles. For the three months ended
March 31, 2000, amortization of goodwill and other intangibles of $661,000
occurred due to the acquisition of SureTalk.com, Inc. in January 2000. There
was no comparable amortization for the three months ended March 31, 1999
Interest Income (Expense), Net. Interest income (expense), net was $798,000
and ($426,000) for the three months ended March 31, 2000 and 1999,
respectively. For the three months ended March 31, 2000 interest income
(expense), net primarily resulted from interest income earned on our cash and
cash equivalents and short and long term investments generated from our July
1999 IPO. For the three months ended March 31, 1999, interest income
(expense), net is primarily related to interest expense on capital lease
obligations and long-term debt.
8
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Liquidity and Capital Resources
As of March 31, 2000, we had approximately $21.0 million in cash and cash
equivalents and $12.2 and $10.9 million in short term and long term
investments, respectively. Short and long term investments primarily consisted
of government and corporate debt securities. Short term maturities range from
three months to one year and long term maturities range from beyond one year
up to 18 months.
Net cash used in operating activities increased to $3.3 million for the
three months ended March 31, 2000 from $1.6 million for the same period in
1999. The increase in net cash used in operating activities was primarily due
to an increase in net losses reduced by an increase in depreciation and
amortization and an increase in prepaid marketing and other expenses.
Net cash provided by investing activities was $12.0 million for the three
months ended March 31, 2000. Net cash used in investing activities was
$107,000 for the three months ended March 31, 1999. The increase in net cash
provided by investing activities from fiscal 1999 to 2000 was primarily due to
the redemption of short and long term investments reduced by purchases of
leasehold improvements and office equipment for our new headquarters in
Hollywood, California, and the continuing build-out of our network.
Net cash provided by financing activities was $41,000 for the three months
ended March 31, 2000 as compared to ($112,000) for the same period in 1999.
The increase in net cash provided by financing activities was primarily due to
an increase in proceeds from loans payable.
Letter of intent and loan commitment. On April 5, 2000, we entered into a
letter of intent and a loan commitment letter with eFAX.com ("eFAX.com") in
which:
We established with eFAx.com the principal terms for a potential merger of
us and eFAX.com,
We agreed to lend eFAX.com $5 million. The loan will have an interest
rate of 13% and a maturity date of August 31, 2000, subject to adjustment
which could increase the maturity date by up to 60 days, and
eFAX.com granted or committed to grant to us warrants to purchase a
number of shares of eFAX. com common stock determined based on certain
terms and conditions.
Prior to the execution of a definitive purchase Agreement neither eFAX.com nor
we are required to complete the merger. In the merger, approximately 18.5
million shares of our common stock will be issued to the current holders of
eFAX.com's common and preferred stock. On May 5, 2000, we funded the first
installment of the loan to eFAX.com in the amount of $750,000.
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.
We currently anticipate that our cash and cash equivalents and short and
long term investments 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
9
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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-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.
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. Our estimate of costs incurred to date associated
with implementing our year 2000 compliance plan is approximately $100,000
which is consistent with our original estimates. The costs incurred to date
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.
As part of our overall assessment, we shut down all non-essential systems
just prior to January 1, 2000 and restored those systems on January 1, 2000.
Once restored, these systems were tested and monitored throughout the first
week of January 2000. All systems performed properly in the first week of
January 2000 and continue to perform properly up to and after April 30, 2000.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
At March 31, 2000 short and long term investments primarily consisted of
government and corporate debt securities. Short term maturities range from
three months to one year and long term maturities range from beyond one year
up to 18 months. Such securities bear interest at fixed rates ranging from
5.5% to 6.6% and are classified as held to maturity as the company has the
ability and intent to do so. At March 31, 2000 cost approximates fair market
value and the company believes it has immaterial market rate risk.
PART II.
OTHER INFORMATION
ITEM 1. Legal Proceedings
On October 28, 1999, AudioFAX IP LLC filed a lawsuit against us in the
United States District Court for the Northern District of Georgia asserting
the ownership of certain United States and Canadian patents and claiming that
we are infringing these patents as a result of our sale of enhanced facsimile
services. The suit requests unspecified damages, treble damages due to willful
infringement, and preliminary and permanent injunctive relief. We filed an
answer to the complaint on December 2, 1999. We have reviewed the AudioFAX
patents with our business and technical personnel and outside patent counsel
and have concluded that we do not infringe these patents. As a result, we are
confident of our position in this matter and are vigorously defending the
suit. However, the outcome of complex litigation is uncertain and cannot be
predicted with certainty at this time. Any unanticipated adverse result could
have a material adverse effect on our financial condition and results of
operations.
ITEM 2. Changes in Securities and Use of Proceeds
A. Not applicable
B. Not applicable
C. Sales of Unregistered Securities
For the three months ended March 31, 2000 we issued a total of 27,873 shares
of our common stock to various employees who exercised employee options to
purchase such stock at prices between $.80 and $2.40 per share for a total
purchase price of $51,348.
In January, 2000, we acquired the outstanding stock of SureTalk.Com, Inc., a
closely held Internet-based faxing, messaging and communications company based
in Carlsbad, California. The stock was acquired directly from the shareholders
of SureTalk.Com, Inc. in a stock-for-stock purchase transaction valued at
approximately $9.28 million. The shareholders received a total of 1,515,545
shares of our common stock in the transaction.
In March, 2000, we acquired substantially all of the assets of TimeShift,
Inc., a developer of technology for accessing and managing communications
services via the Internet. As consideration for the transaction, various
creditors and former employees received a total of 308,458 shares of our
common stock as a stock-out of any claims to the assets of TimeShift,Inc. that
were being transferred to us.
In February and March 2000, we issued a total of 1,389,768 shares of our
common stock to investors who had received warrants to purchase our common
stock at $2.40 per share in our June 1998 preferred stock financing discussed
above. These investors exercised their rights to exercise the warrants on a
cashless basis, exchanging a total of 2,259,750 warrants for the total of
1,398,768 shares of our common stock
All of the above issuances were effected in private transactions either
pursuant to the exemption provided by Section 4(2) under the Securities Act or
upon exercise of employee stock options pursuant to Rule 701 under the
Securities Act. However, some of these issuances were covered by our
registration statement on Form S-8, No. 333-31064.
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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
expenses of $1,274,000 in connection with the Offering, the Company received
net proceeds from the Offering of $73.8 million.
Through March 31, 2000, we have used $31.4 million of proceeds from the
offering for the following purposes: (i) $17.3 million for repayment of long-
term debt in the amount of $10.5 million and redemption of preferred stock in
the amount of $6.8 million, (ii) $5.0 million for expansion of our worldwide
network, (iii) $5.8 million for funding advertising and marketing activities,
and (iv) $3.3 million for funding general corporate expenses.
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable
ITEM 5. Other Information
Not applicable
12
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ITEM 6. Exhibits and Reports on Form 8-K
The following exhibits are filed herewith or are incorporated by reference
to exhibits previously filed with the Commission. The Company shall furnish
copies of exhibits for a reasonable fee (covering the expense of furnishing
copies) upon request.
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Title
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<C> <S>
2.1 Stock Purchase Agreement, dated as of January 15, 2000, among
JFAX.COM, Inc., the stockholders of SureTalk.Com, Inc. listed
therein, and SureTalk.Com, Inc. Such agreement contains a listing of
schedules or similar attachments. Pursuant to the applicable
instruction, such schedules or attachments are not filed herewith.
However, the Registrant agrees to furnish supplementally to the
Commission upon request a copy of any omitted schedule or
attachment.****
3.1 Certificate of Incorporation, as amended and restated.*
3.1.1 Certificate of Designation of Series B Convertible Preferred Stock of
JFAX.COM, Inc.*****
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.*
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.**
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Title
------- -------------
<C> <S>
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, LLC 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.**
10.20 Employment Agreement, dated as of January 26, 2000, between JFAX.COM,
Inc. and Steven J. Hamerslag*****
10.21 Employment Agreement, dated February 17, 2000, between JFAX.COM, Inc.
and R. Scott Turicchi*****
10.22 Escrow Agreement, dated as of January 26, 2000, among City National
Bank, JFAX.COM, Inc. and Steven J. Hamerslag*****
10.23 Promissory Note, dated January 26, 2000, from Steven J. Hamerslag in
favor of JFAX.COM, Inc.*****
27.1 Financial Data Schedule.
</TABLE>
- --------
* Incorporated by reference to the Company's Registration Statement on
Form S-1 filed with the Commission on April 16, 1999, Registration No.
333-76477.
** Incorporated by reference to the Company's Amendment No. 1 to
Registration Statement on Form S-1 filed with the Commission on May 26,
1999, Registration No. 333-76477.
*** Incorporated by reference to the Company's Amendment No. 2 to
Registration Statement on Form S-1 filed with the Commission on June
14, 1999, Registration No. 333-76477.
**** Incorporated by reference to the Company's Report on Form 8-K filed
with the Commission on February 10, 2000.
***** Incorporated by reference to the Company's Report on Form 10-K filed
with the Commission on March 30, 2000.
B. Reports on Form 8-K
<TABLE>
<CAPTION>
Form Item Description Filing date
---- ---- ----------- -----------------
<C> <C> <S> <C>
8-K 2, 7 Acquisition of the outstanding stock of February 10, 2000
Suretalk.com, Inc.
8-K 5 Letter of intent and loan commitment with April 6, 2000
eFAX.com
8-KA 2, 7 Acquisition of the outstanding stock of April 10, 2000
Suretalk.com, Inc. with financial information
</TABLE>
14
<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)
/s/ Nehemia Zucker
By: _________________________________
Nehemia Zucker
Chief Financial Officer and Duly
Authorized Officer of the
Registrant
May 12, 2000
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 20,950
<SECURITIES> 12,166
<RECEIVABLES> 652
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 37,339
<PP&E> 7,835
<DEPRECIATION> 2,238
<TOTAL-ASSETS> 67,310
<CURRENT-LIABILITIES> 4,632
<BONDS> 0
0
0
<COMMON> 336
<OTHER-SE> 52,653
<TOTAL-LIABILITY-AND-EQUITY> 67,310
<SALES> 2,865
<TOTAL-REVENUES> 2,865
<CGS> 1,362
<TOTAL-COSTS> 1,362
<OTHER-EXPENSES> 7,601
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86
<INCOME-PRETAX> (5,300)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,300)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,300)
<EPS-BASIC> (0.15)
<EPS-DILUTED> (0.15)
</TABLE>
