- ------------------------------------------------------------------------------- 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 September 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 [X] No [ ] The number of shares, $0.01 par value each, of the registrant's common stock outstanding as of October 31, 1999: 32,855,374 shares. - --------------------------------------------------------------------------------
JFAX.COM, INC. For the Quarter Ended September 30, 1999 INDEX <TABLE> <CAPTION> Page ---- PART I. FINANCIAL INFORMATION <C> <S> <C> 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
PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements JFAX.COM, INC. Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share amounts) <TABLE> <CAPTION> Three months ended Nine months ended September 30, September 30, -------------------------- -------------------------- 1999 1998 1999 1998 ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> Revenues $ 1,952 $ 975 $ 5,010 $ 2,250 Cost of revenue 1,167 916 3,400 2,225 ----------- ----------- ----------- ----------- Gross profit 785 59 1,610 25 Operating expenses: Sales and marketing 1,880 1,291 3,245 2,176 Research and development 401 329 1,298 878 General and administrative 1,670 1,242 5,199 3,267 ----------- ----------- ----------- ----------- Total operating expenses 3,951 2,862 9,742 6,321 Operating Loss (3,166) (2,803) (8,132) (6,296) Interest income (expense), net 418 (433) (465) (433) Increase in market value of put warrants --- 1,863 --- 1,863 ----------- ----------- ----------- ----------- Net loss before extraordinary item (2,748) (5,099) (8,597) (8,592) Extraordinary item-Loss on extinguishment of debt 4,428 --- 4,428 --- ----------- ----------- ----------- ----------- Net Loss (7,176) (5,099) (13,025) (8,592) ----------- ----------- ----------- ----------- Premiums on preferred stock (878) --- (878) --- Dividends and accretion on preferred stock (169) (244) (694) (244) ----------- ----------- ----------- ----------- Net loss attributable to common stockholders $ (8,223) $ (5,343) $ (14,597) $ (8,836) =========== =========== =========== =========== Basic and diluted net loss per common share $ (0.26) $ (0.22) $ (0.55) $ (0.40) =========== =========== =========== =========== Weighted average shares outstanding 30,796,568 24,088,045 26,496,131 21,819,348 ----------- ----------- ----------- ----------- </TABLE> 3
JFAX.COM, INC. Condensed Consolidated Balance Sheets (Unaudited) (in thousands) <TABLE> <CAPTION> September 30, 1999 December 31, 1998 ------------------ ----------------- <S> <C> <C> ASSETS Cash and cash equivalents $25,019 $ 7,279 Investments in debt securities 19,358 --- Accounts receivable 374 241 Prepaid expenses and other current assets 6,063 1,131 ------- -------- Total current assets 50,814 8,651 Furniture, fixtures and equipment, net 2,668 1,778 Long-term investments in debt securities 9,337 --- Other assets 481 84 ------- -------- Total assets $63,300 10,513 ======= ======== LIABILITIES AND STOCKHOLDERS' DEFICIENCY Accounts payable and accrued expenses $ 2,996 $ 1,101 Deferred revenue 281 329 Current portion of capital lease payable 172 90 Current portion of long-term debt 1,164 317 Customer deposits 85 79 ------- -------- Total current liabilities 4,698 1,916 Capital lease obligations 231 142 Long-term debt 1,679 6,137 Put warrants --- 6,318 ------- -------- Total liabilities 6,608 14,513 Redeemable common stock 7,475 5,246 Mandatory redeemable series A preferred stock --- 4,071 Total stockholders' equity (deficiency) 49,217 (13,317) ------- -------- Total liabilities and stockholders' equity (deficiency) $63,300 $ 10,513 ======= ======== </TABLE> 4
JFAX.COM, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) <TABLE> <CAPTION> Nine months ended September 30 ---------------------- 1999 1998 ---------------------- <S> <C> <C> Net cash used in operating activities (8,919) (7,388) -------- ------- Cash flows from investing activities: Purchases of investments in debt securities (28,695) --- Purchases of furniture, fixtures and equipment (1,515) (304) -------- ------- Net cash used in investing activities (30,210) (304) -------- ------- Cash flows from financing activities: Common stock issued, net of capitalized offering costs 73,823 3,000 Exercise of stock options 77 5 Proceeds from issuance of redeemable common stock --- 4,695 Proceeds from issuance of notes payable 91 783 Proceeds (repayments) of preferred stock (6,818) 4,653 Proceeds (repayments) of long-term debt (10,506) 4,612 Proceeds (repayments) of loan payable and capital lease obligations 202 (86) -------- ------- Net cash provided by financing activities 56,869 17,662 -------- ------- Net increase in cash and cash equivalents 17,740 9,970 Cash and cash equivalents, beginning of year 7,279 23 -------- ------- Cash and cash equivalents, end of period $ 25,019 $ 9,993 -------- ------- </TABLE> 5
JFAX. COM, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 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 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, 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 nine months ended September 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 $73.8 million, net of offering costs. NOTE 3 - INVESTMENTS IN DEBT SECURITIES At September 30, 1999 short and long term debt securities consisted of corporate instruments. 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% to 6.1% and are classified as held to maturity as the Company has the ability and intent to do so. At September 30, 1999 cost approximates fair market value. NOTE 4 - 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 the Company recognized an extraordinary item loss on early extinguishment of debt aggregating $4,428,000. NOTE 5 - REDEMPTION OF PREFERRED STOCK In August 1999 the Company redeemed all of its outstanding mandatorily redeemable Series A preferred stock. Such amount aggregated $6,818,000 and included premiums of $878,000 and accrued dividends of $940,000. 6
NOTE 6 - 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. NOTE 7 - 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 and premiums on 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. NOTE 8 - 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 the Company is infringing these patents as a result of the Company's sale of enhanced facsimile products. The suit requests unspecified damages, treble damages due to willful infringement, and preliminary and permanent injunctive relief. 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 intend to defend the suit vigorously. 7
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Three Months Ended September 30, 1999 and September 30, 1998 Revenue. Revenue was $2.0 million and $975,000 for the three months ended September 30, 1999 and 1998. The increase in revenue was primarily due to an increased number of subscriptions. Our paid subscribers numbered 45,968 and 22,383 as of September 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. On September 14, we introduced our Free Fax Plus product which combines free fax and voice. As of September 30, 1999, we had 233,145 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 60% of revenue and $916,000 or 94% of revenue for the three months ended September 30, 1999 and 1998. 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 $1.9 million or 96% of revenue and $1.3 million or 132% of revenue for the three months ended September 30, 1999 and 1998. The increases in sales and marketing expenses from period to period primarily reflect an increase in advertising costs associated with the launch of our $20 million advertising campaign 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 $401,000 or 21% of revenue and $329,000 or 34% of revenue for the three months ended September 30, 1999 and 1998. 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 $1.7 million or 86% of revenue and $1.2 million or 127% or revenue for the quarters ended September 30, 1999 and 1998. The increases in general and administrative costs from period to period were primarily due to increases in personnel, as well as increased professional 8
fees. General and administrative costs as a percentage of revenue decreased as a result of increases in revenue over the same period last year. Interest Income (Expense), Net. Our interest income (expense), net is primarily related to interest expense on capital lease obligations and long-term debt. Interest income (expense), net was $418,000 and $(433,000) for the three months ended September 30, 1999 and 1998. The change in interest expense (income), net primarily resulted from interest income earned on our investments in marketable securities and a decrease in interest expense due to the repayment of $10.5 million of long-term debt in July 1999. Results of Operations for the Nine Months Ended September 30, 1999 and September 30, 1998 Revenue. Revenue was $5.0 million and $2.3 million for the nine months ended September 30, 1999 and 1998. The increases in revenue were primarily due to increases in the number of subscriptions. Our paid subscribers numbered 45,968 and 22,383 as of September 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 $3.4 million or 68% of revenue and $2.2 million or 99% of revenue for the nine months ended September 30, 1999 and 1998. The 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, public relations, promotions, and trade shows. Sales and marketing expenses were $3.2 million or 65% of revenue and $2.2 million or 97% of revenue in the nine months ended September 30, 1999 and 1998. The increases in sales and marketing expenses primarily reflect an increase in payments with respect to strategic alliances and increased advertising spending as we launched our $20 million advertising campaign in September 1999. Research and Development. Our research and development costs consist primarily of personnel related expenses. Research and development costs were $1.3 million or 26% of revenue and $878,000 or 39% of revenue for the nine months ended September 30, 1999 and 1998. The 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 $5.2 million or 104% of revenue and $3.3 million or 145% of revenue for the nine months ended September 30, 1999 and 1998. The 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
Interest Income (Expense), Net. Interest income (expense), net is primarily related to interest expense on capital lease obligations, long-term debt, and interest income earned on investments in marketable securities. Interest income (expense), net was $(465,000) and $(433,000) for the nine months ended September 30, 1999 and 1998. Liquidity and Capital Resources Prior to our initial public offering, we financed our operations through the private placement of common stock, preferred stock, long-term debt, and equipment lease financing. On July 23, 1999 we completed our initial public offering, in which we sold 8,500,000 shares of common stock at a price of $9.50 per share. Proceeds from the offering, before offering expenses, were $80,750,000. As of September 30, 1999, we had approximately $25.0 million in cash and cash equivalents and $19.3 and $9.3 million in short term and long term debt securities, respectively. At September 30, 1999 short and long term debt securities consisted of corporate instruments. 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 $9.0 million for the nine months ended September 30, 1999 from $7.4 million for the same period in 1998. The increase in net cash used in operating activities was primarily due to an increase in net losses of $4.4 million, an increase in prepaid marketing costs of $1.3 million and the absence of a market value put warrant charge of $1.9 million. These increases were reduced by an extraordinary loss of $4.4 million related to the debt extinguishment and an increase in accounts payable of $1.5 million. Net cash used in investing activities increased from $304,000 for the nine months ended September 30, 1998 to $30.2 million for the nine months ended September 30, 1999 primarily due to investments in debt securities and the build-out of our network and purchases of office equipment. Net cash provided by financing activities increased to $56.9 million for the nine months ended September 30, 1999 from $17.7 million for the same period in 1998. The increase in net cash provided by financing activities was primarily due to proceeds from the initial public offering of $73.8 million, of which $10.5 million was used to repay long-term debt and $6.8 million was used to redeem preferred stock. 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 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 10
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. 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 retest such software prior to year end. 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 $110,000. During the 3rd quarter of 1999, the expenses incurred for testing were approximately $5,000, bringing the total expenses incurred to date to $100,000. 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 11
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 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 had indebtedness outstanding that accrued interest at fixed rates over the term of that indebtedness, and therefore we did 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. At September 30, 1999 short and long term debt securities consisted of corporate instruments. 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% to 6.1% and are classified as held to maturity as the company has the ability and intent to do so. At September 30, 1999 cost approximates fair market value and we believe we have no significant market rate risk. 12
PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 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 the Company is infringing these patents as a result of the Company's sale of enhanced facsimile products. The suit requests unspecified damages, treble damages due to willful infringement, and preliminary and permanent injunctive relief. 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 intend to defend the suit vigorously. ITEM 2. Changes in Securities and use of Proceeds A. Not applicable B. Not applicable C. Sales of Unregistered Securities In the three months ended September 30, 1999 we (1) issued a total of 33,044 shares of our common stock to various employees who exercised employee options to purchase such stock at prices between $.80 and $1.65 per share for a total purchase price of $ 29,135 (2) issued 5,470 shares of our common stock to an employee in consideration for services to be performed under a consulting agreement. 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 13
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 September 30, 1999, we have used $20.9 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) $1.0 million for expansion of our worldwide network, (iii) $1.5 million for funding advertising and marketing activities, and (iv) $1.1 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 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). <TABLE> <CAPTION> Exhibit Number Description - ---------- ----------- <C> <S> 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. </TABLE> 14
<TABLE> <C> <S> 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. 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. </TABLE> B. Reports on Form 8-K No reports on Form 8-K have been filed by the Company during the period covered by this report. 15
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 November 12, 1999 16