UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended: June 30, 2000
or
[ ] Transition Report
Pursuance to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period from to
-------------------- ---------------
Commission File Number: 00023039
--------
ORALABS HOLDING CORP.
--------------------
(Exact name of small business issuer as specified in its charter)
Colorado 141623047
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2901 South Tejon, Englewood, Colorado 80110
-----
(Address of principal executive offices) (Zip Code)
(303) 7839499
-------------
(Issuer's telephone number)
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
[X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the issuer filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after
the distribution of securities under a plan confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of June 30, 2000 Issuer had 9,160,755 shares of common stock, $.001 Par
Value, outstanding. Transitional Small Business Disclosure Format (check one)
[ ] Yes [X] No
<PAGE>
Table of Contents
Part I. Financial Information
Item 1. Financial Statement Page
----
Consolidated Balance Sheets as of June 30, 2000
(Unaudited) And December 31, 1999...................................2
Consolidated Statements of Operations Three and
Six Months Ended June 30, 2000 and 1999 (Unaudited).................3
Consolidated Statement of Stockholders' Equity
from December 31, 1999 Through June 30, 2000 (Unaudited)............4
Consolidated Statements of Cash Flows, Six Months Ended
June 30, 2000 and June 31, 1999 (Unaudited).........................5
Notes to Consolidated Financial Statements.........................6-8
Item 2. Management's Discussion and analysis of Financial
Conditions And Results of Operations.............................9-10
Part II. Other Information................................................11-13
Exhibit Index...................................................... 14
<PAGE>
<TABLE>
<CAPTION>
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Balance Sheets
---------------------------
=======================================================================================================
June 30, 2000 December 31,
Unaudited 1999
--------- ----------
Assets
Current Assets
<S> <C> <C>
Cash and cash equivalents 1,016,399 $ 646,335
Accounts receivable, net of allowance for
doubtful accounts of $100,113
and $71,004, respectively 1,441,809 1,529,831
Shareholder receivable 28,139 11,334
Prepaid Income Taxes 198,932 0
Inventory 1,960,752 1,759,292
Deferred income taxes 134,572 134,572
Prepaid expenses 57,712 124,723
Deposits 240,724 150,000
---------- ----------
Total Current Assets 5,049,039 4,356,087
Property and equipment at cost, net (Note 2) 626,386 549,809
---------- ----------
Total Assets 5,675,425 4,905,896
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable 1,036,607 752,082
Accrued liabilities 247,518 276,965
Reserve for Returns (Note 4) 389,768 324,797
Income taxes payable 0 82,985
Total current liabilities 1,673,892 1,436,829
Deferred tax liability 14,401 14,401
---------- ----------
Total liabilities 1,688,293 1,451,230
---------- ----------
Commitments and contingencies
Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares authorized;
none issued and outstanding
Common stock, $.001 par value; 100,000,000 shares authorized,
9,160,755 issued and outstanding at the end of both periods 9,160 9,160
Additional paid-in capital 1,216,905 1,216,905
Retained Earnings 2,761,066 2,228,601
---------- ----------
Total stockholders' equity 3,987,131 3,454,666
---------- ----------
Total liabilities and stockholders' equity $5,675,425 $4,905,896
========== ==========
=======================================================================================================
See Notes to Consolidated Financial Statements
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statements of Operations
Three and Six Months ended June 30, 2000 and June 30, 1999
Unaudited
====================================================================================================
Three Months Ended Six Months Ended
06/30/00 06/30/99 06/30/00 06/30/99
========== ========== ========== ==========
Revenues:
<S> <C> <C> <C> <C>
Product sales $2,528,171 1,849,691 $5,934,592 $3,915,396
Service income from related party 0 54,028 0 112,486
---------- ---------- ---------- ----------
Total Revenues 2,528,171 1,903,719 5,934,592 4,027,882
---------- ---------- ---------- ----------
Cost of Sales 1,591,464 1,037,338 3,388,675 2,201,085
---------- ---------- ---------- ----------
Gross profit 936,707 866,381 2,545,917 1,826,797
---------- ---------- ---------- ----------
Operating Expenses:
Engineering 60,790 57,353 146,631 101,254
Selling and marketing costs 227,059 243,321 683,687 540,289
General and administrative 495,365 305,773 864,089 579,130
Other 10,824 24,874 22,101 62,929
Total operating expenses 794,038 631,321 1,716,508 1,283,602
---------- ---------- ---------- ---------
Net Operating Income 142,669 235,060 829,409 543,195
Other Income (expense)
Interest and other income 12,556 4,393 17,589 8,621
---------- ---------- ---------- ---------
Total other income (expense) 12,556 4,393 17,589 8,621
---------- ---------- ---------- ---------
Net income before provision for income taxes 155,225 239,453 846,998 551,816
Provision for income taxes
Current 57,643 84,603 314,533 170,201
Deferred 20,605
---------- ---------- ---------- ----------
57,643 84,603 314,533 190,806
---------- ---------- ---------- ----------
Net Income $ 97,582 $ 154,850 $ 532,465 $ 361,010
========== ========== ========== ==========
Basic income per common share $ .01 $ .02 $ .06 $ .04
========== ========== ========== ==========
Weighted average shares outstanding 9,160,755 9,160,755 9,160,755 9,155,626
========== ========== ========== ==========
Diluted income per share $ 0.01 $ .02 $ .06 $ .04
========== ========== ========== ==========
Diluted weighted average shares outstanding 9,578,998 9,476,980 9,578,998 9,471,851
========== ========== ========== ==========
====================================================================================================
See Notes to Consolidated Financial Statements
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
For the six months ended June 30, 2000
Unaudited
===============================================================================================================================
Preferred Stock Common Stock Addl. Paid-In Retained
Shares Amount Shares Amount Capital Earnings Total
------ ------ ------ ------ ------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at Dec. 31, 1999 9,160,755 $9,160 $1,216,905 $2,228,601 $3,454,666
Net Income 532,465 532,465
Balance at June 30, 2000
9,160,755 $9,160 $1,216,905 $2,761,066 $3,987,131
========== ========== ========== ========== ========== ========== ==========
===============================================================================================================================
See Notes to Consolidated Financial Statements
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statements of Cash Flow
For the six months ended June 30, 2000 and 1999
Unaudited
=============================================================================================================
Six Months
Ended
June 30
2000 1999
---------- ----------
Cash flows from operating activities
<S> <C> <C>
Net Income $ 532,465 $ 361,010
---------- ----------
Adjustments to reconcile net income to net cash provided by (used in) operating
Depreciation 81,514 59,478
Stock issued for services 27,614
Changes in assets and liabilities:
Other current assets (63,542) 344,410
Accounts receivable 747,470 32,682
Inventory (82,622) (127,671)
Shareholder receivable (16,204) 7,306
Prepaid Income Taxes 198,932 0
Accounts payable (157,860) (329,938)
Accrued expenses (127,753) 12,743
Reserve for returns (53,867) (4,404)
Income taxes payable (41,790) (78,272)
---------- ----------
Net cash (used in) provided by operating activities 618,879 304,958
---------- ----------
Cash from investing activities
Investment in property and equipment (158,091) (127,620)
Deposit (90,724)
---------- ----------
Net Cash (used in) investing activities (248,815) (127,620)
---------- ----------
Cash flows from financing activities
Stock issued and additional paidin capital -- 10,000
---------- ----------
Net cash (used in) provided by financing activities -- 10,000
---------- ----------
Net Increase (decrease) in cash and cash equivalents 370,065 187,338
Cash and cash equivalents, beginning of the period 646,335 348,979
---------- ----------
Cash and cash equivalents, end of the period $1,016,399 $ 536,317
========== ==========
Supplemental disclosures of cash flow information:
Cash paid for income taxes was $423,450 (for 2000) and $258,734 (1999)
=============================================================================================================
See Notes to Consolidated Financial Statements
</TABLE>
5
<PAGE>
ORALABS HOLDING CORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Organization and Summary of Significant Accounting Policies
-------------------------------------------------------------------
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. This report should, therefore, be read in
conjunction with the Annual Report on Form 10KSB for the year ended December 31,
1999 (the "1999 Form 10KSB") of Oralabs Holding Corp. and Subsidiaries (the
"Company").
The information included in this report is unaudited but reflects all
adjustments which, in the opinion of management, are necessary to a fair
statement of the results of the interim periods covered thereby. All adjustments
are of a normal and recurring nature except as described herein.
Note 2 - Property and Equipment
------------------------------
Property and equipment consisted of the following:
Machinery and equipment:
------------------------
===================================================================
June 30, 2000
-------------
Machinery and equipment $ 876,105
Leasehold Improvements 228,531
----------
1,104,636
----------
Less accumulated depreciation ( 478,250)
----------
$626,386
==========
===================================================================
Note 3 - Line-of-Credit
-----------------------
The Company has a line of credit agreement with a bank in the amount of
$1,000,000, which expires May 2001. The Company had available the entire line of
credit.
Note 4 - Reserve for Returns and Allowances
-------------------------------------------
The company reserves 3.5% of revenues for returns and allowances of their
product (2% was reserved for the quarter ended June 30, 1999). The reserve is
recorded as a reduction of revenues and as a liability on the balance sheet. The
amount recorded as a liability on the balance sheet at June 30, 2000 and June
30, 1999 is $389,768 and $180,589 respectively.
6
<PAGE>
ORALABS HOLDING CORP AND SUBSIDIARIES
Note 5 - Earnings Per Share
---------------------------
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share (EPS) computations:
<TABLE>
<CAPTION>
For the Quarter Ended June 30, 2000
=================================================================================================
Per
Income Shares Share
(Numerator) (Denominator) Amt
---------- ------------- ----
<S> <C> <C> <C>
Net Income $ 97,582
Basic EPS
Weighted average beginning shares outstanding 9,160,755
---------- -------------
Income available to stockholders $ 97,582 9,160,755 $.01
========== ============= ====
Effect of Dilutive Common Stock Options 418,243
Diluted EPS
Income available to common stockholders plus assumed
Conversions $ 97,582 9,578,998 $.01
========== ============= ====
=================================================================================================
For the Quarter Ended June 30, 1999
=================================================================================================
Per
Income Shares Share
(Numerator) (Denominator) Amt
---------- ------------- ----
Net Income $ 154,850
Basic EPS
Weighted average beginning shares outstanding 9,160,755
Weighted average options shares issued
Weighted average shares issued for services
---------- -------------
Income available to stockholders $ 154,850 9,160,755 $.02
========== ============= ====
Effect of Dilutive Common Stock Options 316,225
Diluted EPS
---------- ------------- ----
Income available to common stockholders plus assumed
Conversions $ 154,850 9,476,980 $.02
========== ============= ====
=================================================================================================
7
</TABLE>
<PAGE>
ORALABS HOLDING CORP AND SUBSIDIARIES
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 2000
=================================================================================================
Per
Income Shares Share
(Numerator) (Denominator) Amt.
---------- ------------- ----
<S> <C> <C> <C>
Net Income $ 532,465
Basic EPS
Weighted average beginning shares outstanding 9,160,755
---------- -------------
Income available to stockholders $ 532,465 9,160,755 $.06
========== ============= ====
Effect of Dilutive Common Stock Options 418,243
Diluted EPS
Income available to common stockholders plus assumed ---------- ------------- ----
Conversions $ 532,465 9,578,998 $.06
========== ============= ====
=================================================================================================
For the Six Months Ended June 30, 1999
=================================================================================================
Per
Income Shares Share
Numerator) (Denominator) Amt.
---------- ------------- ----
Net Income $ 361,010
Basic EPS
Weighted average beginning shares outstanding 9,142,419
Weighted average options shares issued 6,504
Weighted average shares issued for services 6,703
---------- -------------
Income available to stockholders $ 361,010 9,155,626 $.04
========== ============= ====
Effect of Dilutive Common Stock Options 316,225
Diluted EPS
Income available to common stockholders plus assumed ---------- ------------- ----
Conversions $ 361,010 9,471,851 $.04
========== ============= ====
=================================================================================================
8
</TABLE>
<PAGE>
ORALABS HOLDING CORP AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Special Note on Forward Looking Statements
-----------------------------------------
Section 21E of the Securities Exchange Act of 1934, as amended, and Section
27A of the Securities Act of 1933, as amended, provide a safe harbor for certain
forward looking statements. This quarterly report contains statements that are
forward looking. Forward looking statements include those which are not
historical facts, including without limitation statements about management's
expectations for any period beyond the fiscal quarter ended June 30, 2000. Words
such as "expect", "anticipate", "believe", "intend" and "estimate" and similar
expressions are examples of words which identify forward looking statements.
While these statements reflect the Company's beliefs as of the date of this
report, they are subject to assumptions, uncertainties and risks that could
cause actual results to differ materially and adversely from the results
contemplated, forecast or estimated in the forward looking statements included
in this report. These factors include, but are not necessarily limited to, the
impact of competitive products, the acceptance of new products or product lines
in the marketplace, the Company's ability to manage growth, the availability of
an adequate workforce and changes in market conditions.
Results of Operations. For the three month period ending June 30, 2000 as
compared with the three month period ending June 30, 1999.
-------------------------------------------------------------------------
Product sales increased $678,480 or 37%. Increased presence in major mass retail
with our lip balm products continues to drive our growth in sales.
Gross profit increased $70,326. As a percentage of sales gross profit decreased
from 47% to 37%. The Company felt the impact of substantial placement fees
(approximately $320,000) to a major mass retail chain whose sales volume
(approximately $434,000) was not adequate to maintain gross profit margins
comparable to the same period last year.
General and administrative expenses increased $189,592. Non-complying
documentation supplied by the Company relating to certain customer orders cost
the Company approximately $62,000, but we do not expect this to be reoccurring.
Professional fees increased approximately $43,000 primarily from increased costs
associated with auditing and financial review. The additional approximately
$85,000 can substantially be attributed to management compensation (see Part II
Item No. 5) and board member compensation.
Net income decreased by $57,268 as explained by the above activities.
Results of Operations. For the six month period ending June 30, 2000 as compared
with the six month period ending June 30, 1999.
--------------------------------------------------------------------------------
Product sales increased $2,019,196 or 52%. Increase presence in major mass
retail with our lip balm products is driving our growth in sales over the
six month period as it has during the last three months.
Gross profit increased $719,120. As a percentage of sales gross profit decreased
from 47% to 43%. During the second quarter of 2000 the Company felt the impact
of substantial placement fees (approximately $640,000) to a major mass retail
chain whose sales volume (approximately $2,040,000) was not adequate to maintain
gross profit margins comparable to the same period last year.
Engineering increased $45,377 to support the increased activity in manufacturing
due to the larger sales volume.
Selling and marketing increased $143,398. Sales and marketing commissions
increased as they represent a percentage of sales.
9
<PAGE>
General and administrative expenses increased $284,959. Non-complying
documentation supplied by the Company relating to certain customer orders cost
the Company approximately $62,000, but we do not expect this to be reoccurring.
Professional fees increased approximately $121,000 from a combination of
increased costs associated with auditing and financial review, and legal fees
associated with patent and trademark issues. The additional approximately
$102,000 can substantially be attributed to increased management staffing,
management compensation (see Part II Item No. 5) and board member compensation.
Net income increased by $171,455 as explained by the above activities.
Liquidity and Capital Resources. Balance Sheet as of June 30, 2000 compared to
December 31, 1999.
------------------------------------------------------------------------------
Cash increased $370,064 substantially as a net effect of the following
activities.
Accounts receivable decreased approximately $118,022. Our sales in the month of
June were relatively less than in the month of December resulting in decreased
accounts receivable.
Inventory increased $201,460 due to significant work-in-process for large orders
that we expected to ship in June, but which were not shipped until July.
5HTP, a nutritional supplement, encompasses $318,999, or 16% of the inventory.
Sales of 5HTP for the last four quarters from quarter three of 1999 through
quarter two of 2000 were $25,289, $28,986, $31,966 and $39,636 respectively.
Deposits increased $90,724 for the purpose of securing additional capital
production equipment. The Company anticipates receiving the equipment in the
third quarter of 2000, for which a total of $240,724 has been deposited. At that
time the Company will make a final decision as to whether to lease or purchase
the equipment.
Accounts payable increased $284,525 due to carrying higher customer credit
balances at the end of the second quarter. We believe that the customer credit
balances will be substantially reduced in the third quarter.
Income taxes payable/Prepaid Income Taxes decreased $281,917 due to taxes paid
to the IRS in anticipation of sales that were delayed to the third quarter.
These funds paid to the IRS will be used to offset the next income tax payment
to the IRS.
Retained earnings increased $532,465 as a result of net income.
Trends. In second quarter of 2000, the Company continued to show its most
significant growth in the lip balm category. It is reasonable to anticipate
growth in the third and fourth quarters of 2000 as we expand our distribution
and consumer demand heightens during the fall and winter months. We believe that
the promotional cost that will be incurred in the third and fourth quarters will
be better absorbed through additional sales associated with those promotional
costs.
Lip balm gross revenues grew from $1,785,080 in the first six months of 1999 to
$4,235,926 in the first six months of 2000, or a 137% increase. We continue to
expect lip balm products to be the majority of our revenues for this year.
The sour drops and breath freshener sales were down. The combined gross revenues
were $1,803,731 the first six months of 1999 compared to $1,582,049 in the first
six months of 2000, or a 12% decrease. This category has picked up in the second
quarter after a slow first quarter and we anticipate that modest gains will
continue.
The nutritional supplements, on a relatively smaller scale, showed little
growth. Gross revenues were $250,107 in the first six months of 1999 compared to
$281,997 in the first six months of 2000 or a 13% increase. We believe that new
product introduction in this category will rival the success of the third
quarter of 1999, which had sales of $398,359.
Impact of Inflation. The Company's financial condition has not been affected by
the modest inflation of the recent past. The Company believes that revenues will
not be materially affected by inflation. The Company's lip care and oral care
10
<PAGE>
products are primarily very low retail price points and impulse items. The
nutritional supplements are a small part (4.8% of revenues) in a category that
is on a small growth trend and could be negatively impacted by inflation.
Year 2000. No material year 2000 problems for the Company have arisen since the
end of the calendar year 1999, and to our knowledge, our suppliers and customers
have not had any year 2000 compliance issues which will affect the Company. The
Company does not believe there will be any material impact on the Company's
business from future year 2000 issues.
PART II OTHER INFORMATION
Item No. 1. Legal Proceedings. The Company is not a party to any material
pending legal proceedings to which either it or its subsidiary is
a party or of which any of its property is subject. The
litigation described in Item 3 of Part I of the Company's Form
10KSB filed for the year ended December 31, 1999 has been settled
and dismissed.
Item No. 2. Changes in Securities. None.
Item No. 3. Defaults Upon Senior Securities. None.
Item No. 4. Submission of Matters to a Vote of Security Holders. On May 25,
2000, the annual meeting of stockholders of the Company was held
at the Company's headquarters in Englewood, Colorado. The matters
voted upon at the meeting were the election of directors and the
ratification of the appointment of the Company's auditors. With
respect to the election of directors, all three of the incumbent
directors were reelected. The voting was as follows: Gary H.
Schlatter 8,287,696 for, 38,522 against, 4,385 abstain; Michael
I. Friess 8,325,196 for, 1,022 against, 4,385 abstain; Allen R.
Goldstone 8,326,123 for, 95 against, 4,385 abstain. There were no
broker nonvotes. With respect to the ratification of the
selection of the Company's auditors for fiscal year ending
December 31, 2000, there were 8,290,791 votes in favor, 38,747
against and 1,065 abstentions. There were no broker nonvotes.
Item No. 5. Other Information.
Effective May 1, 2000, the Company entered into an Agreement with
its President, Gary Schlatter, which extended his employment
agreement with the Company for an additional three years, until
April 30, 2003. Mr. Schlatter was paid a bonus of $50,000 and his
base compensation for the three years was set at $295,000 for
year one, $324,500 for year two and $356,950 for year three. In
all other material respects, the existing Amended and Restated
Employment Agreement remained in effect.
Item No. 6. Exhibits and Reports on Form 8K.
(a) Exhibits required to be filed are listed below: Certain of the
following exhibits are hereby incorporated by reference pursuant to
Rule 12(b)32 as promulgated under the Securities and Exchange Act of
1934, as amended, from the reports noted below:
Exhibit
No. Description
--- -----------
4(1) Specimen Certificate for Common Stock
10.1(1) 1997 Stock Plan
10.2(1) 1997 NonEmployee Directors' Option Plan
10.3(2) Amended and Restated Employment Agreement Between
the Company's Subsidiary and Gary Schlatter
10.4(1) Form of Stock Option Grant under 1997 NonEmployee
Directors' Option Plan
11
<PAGE>
10.5(i)(1) Lease Agreement Between the Company's Subsidiary
and Gary Schlatter (September 1, 1995)
10.5(ii)(4) Business Lease Between the Company and 2780 South
Raritan, LLC modified July 1, 1999
10.6(4) Agreement between the Company, Creative Business
LLC and Allen R. Goldstone dated August 24, 1999,
as amended
10.7(3) Contract for Services effective April 1, 1998
between OraLabs, Inc. and Top Form Brands, Inc.
10.8(4) Letter Agreement terminating Contract for
Services between OraLabs, Inc. and Top Form
Brands, Inc. dated April 28, 1999
10.9(5) Agreement (effective May 1, 2000 amending the
Employment Agreement listed above as
Exhibit 10.3)
11 No statement re: computation of per share
earnings is required since such computation can
be clearly determined from the material contained
in this Report on Form 10QSB
27(6) Financial Data Schedule for OraLabs Holding Corp.
and Consolidated Subsidiaries for six months
ended June 30, 2000
-------------
(1) Incorporated herein by reference to the Company's Form 10K filed for fiscal
year 1997.
(2) Incorporated herein by reference to Exhibit B of the Form 8K filed by the
Company's predecessor, SSI Capital Corp., on May 14, 1997.
(3) Incorporated herein by reference to the Company's Form 10K filed for fiscal
year 1998.
(4) Incorporated herein by reference to the Company's Form 10K filed for fiscal
year 1998.
(5) Incorporated herein by reference to the Company's Form 10QSB filed for the
quarter ended March 31, 2000.
(6) Filed herewith.
12
<PAGE>
(b) There were no reports on Form 8K filed during the quarter reported upon in
this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ORALABS HOLDING CORP.
By: /s/ Gary Schlatter
-------------------------------------
Gary Schlatter, President
By: /s/ Emile Jordan
-------------------------------------
Emile Jordan, Chief Financial
Officer
DATED: August 14, 2000
13
<PAGE>
ORALABS HOLDING CORP AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit
No. Description
--- -----------
4(1) Specimen Certificate for Common Stock
10.1(1) 1997 Stock Plan
10.2(1) 1997 NonEmployee Directors' Option Plan
10.3(2) Amended and Restated Employment Agreement Between
the Company's Subsidiary and Gary Schlatter
10.4(1) Form of Stock Option Grant under 1997 NonEmployee
Directors' Option Plan
10.5(i)(1) Lease Agreement Between the Company's Subsidiary
and Gary Schlatter (September 1, 1995)
10.5(ii)(4) Business Lease Between the Company and 2780 South
Raritan, LLC modified July 1, 1999
10.6(4) Agreement between the Company, Creative Business
LLC and Allen R. Goldstone dated August 24, 1999,
as amended
10.7(3) Contract for Services effective April 1, 1998
between OraLabs, Inc. and Top Form Brands, Inc.
10.8(4) Letter Agreement terminating Contract for
Services between OraLabs, Inc. and Top Form
Brands, Inc. dated April 28, 1999
10.9(5) Agreement (effective May 1, 2000 amending the
Employment Agreement listed above as
Exhibit 10.3)
11 No statement re: computation of per share
earnings is required since such computation can
be clearly determined from the material contained
in this Report on Form 10QSB
27(6) Financial Data Schedule for OraLabs Holding Corp.
and Consolidated Subsidiaries for six months
ended June 30, 2000
-------------
(1) Incorporated herein by reference to the Company's Form 10K filed for fiscal
year 1997.
(2) Incorporated herein by reference to Exhibit B of the Form 8K filed by the
Company's predecessor, SSI Capital Corp., on May 14, 1997.
(3) Incorporated herein by reference to the Company's Form 10K filed for fiscal
year 1998.
(4) Incorporated herein by reference to the Company's Form 10K filed for fiscal
year 1998.
(5) Incorporated herein by reference to the Company's Form 10QSB filed for the
quarter ended March 31, 2000.
(6) Filed herewith.
14
