UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 20102011

OR

For the transition period fromto

Commission file number 001-13458

SCOTT’S LIQUID GOLD-INC.

(Name of small business as specified in its charter)

4880 Havana Street, Denver, CO 80239

(Address of principal executive offices and Zip Code)

(303) 373-4860

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 Par Value Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    x  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    ¨  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨x  Yes    ¨  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)    ¨   Yes    x  No

The aggregate market value of the common stock held by non-affiliates of the issuer, assuming directors are affiliates, was $1,886,429$2,794,329 on June 30, 2010.2011.

As of March 01, 2011,30, 2012, there were 10,898,50010,937,000 shares of common stock, $0.10 par value per share, outstanding.

The following documents are incorporated by reference: The Registrant’s definitive Proxy Statement for the Annual Meeting of shareholders scheduled to be held on May 18, 2011,16, 2012, is incorporated by reference in Part III.

CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION

This report may contain “forward-looking statements” within the meaning of U.S. federal securities laws. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and our performance inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of each of our significant products in the marketplace; the degree of success of any new product or product line introduction by us; competitive factors; any decrease in distribution of (i.e., retail stores carrying) our significant products; continuation of our distributorship agreements for Montagne Jeunesse skin care products and Batiste dry shampoos; the need for effective advertising of our products; limited resources available for such advertising; new competitive products and/or technological changes; dependence upon third party vendors and upon sales to major customers; changes in the regulation of our products, including applicable environmental regulations; continuing losses which could affect our liquidity; the loss of any executive officer; and other matters discussed in this Report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Report.

TABLE OF CONTENTS

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PART I

General

Scott’s Liquid Gold-Inc., a Colorado corporation, was incorporated on February 15, 1954. Through our wholly-owned subsidiaries, we develop, manufacture, market and marketsell quality household and skin and hair care productsproducts. Our most well-recognized product, Scott’s Liquid Gold^® wood cleaner and act as apreservative, has been sold in the United States for over 60 years. In addition, we are the exclusive distributor in the United States of beauty care products contained in individualMontagne Jeunesse skin sachets and Batiste dry shampoo manufactured by Montagne Jeunesse and of certaintwo other products.companies. In this Report, collectively, the terms “we”, “us” or “our” refers to Scott’s Liquid Gold-Inc. and our subsidiaries. Our business is comprised ofdivided into two operating segments, household products and skin and hair care products.

OurThe following table sets forth the principal products in our household products consist of (a) Scott’s Liquid Gold® for wood, a wood preservative and cleaner, sold nationally for over 30 years; (b) a wood wash and wood wipes undersegment.

The following table sets forth the name of Scott’s Liquid Gold; (c) Scott’s Liquid Gold Mold Control 500, a consumer product that helps rid homes of mold; (d) Touch of Scent®, an aerosol room air freshener; and (e) Clean Screen, a surface cleaner for sensitive electronics introducedprincipal products in 2009. In early 1992, we entered into theour skin care business through our subsidiary, Neoteric Cosmetics, Inc. Our skin care products consist primarily of Alpha Hydrox® products and our Neoteric Diabetic product. In addition to manufacturing the aforementioned skin care products, we further act as the distributor in the United States for other beauty, bath and hair care products manufactured by Montagne Jeunesse and Vivalis Limited (Batiste dry shampoo).segment.

For information on our operating segments, please see Note 8, Segment Information,“Segment Information”, to our Consolidated Financial Statements.Statements in Item 8.

This report may contain “forward-looking statements” within the meaning of U.S. federal securities laws. These statementsStrategy

We are made pursuantfocused on strategies that we believe are right for our long-term health and will deliver value to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and our performance inherently involve risks and uncertainties that could cause actual resultsshareholders. In order to differ materially from the forward-looking statements. Factors that would cause or contributeachieve these objectives, we plan to such differences include, but are not limited to,generate continued acceptance of eachgrowth of our significantexisting brands and products, inas well as the marketplace;creation and/or acquisition of new brands and products. For 2012, we have established the degree of success of any new product or product line introductionfollowing primary goals: (1) increase sales by us; competitive factors; any decrease in distribution of (i.e., retail stores carrying) our significant products; continuation of our distributorship agreement with Montagne Jeunesse; the need for effective advertisingstrengthening and broadening consumer awareness of our products; limited resources available for such advertising; new competitive(2) add additional products and/to the mix of products that one or technological changes; dependence upon third party vendors and upon sales to major customers; changes in the regulationmore of our products, including applicable environmental regulations; continuing losses which could affect our liquidity; the loss of any executive officer; and other matters discussed in this Report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Report.

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Strategy

Our strategy is to manufacture and market high quality consumer products which are distinct within each category in which we compete. Scott’s Liquid Gold for wood distinguishes itselfexisting major customers already buy from competing products as a wood cleaner and preservative, not simply a polish. Mold Control 500 is based on technology developed and patented by a national laboratory. Touch of Scent offers a convenience because it does not require shaking before use and it can be activated by an attractive dispenser which may be mounted on any hard, smooth surface. Clean Screen is an affordable product designed exclusively for today’s new sensitive electronics including HDTV screens, flat-screen laptop and computer monitors, “smart” phones, navigation screens and other such devices. With respect to our line of skin care products, Alpha Hydrox was one of the first alpha hydroxy acid skin care products sold to retailers for resale to the public at affordable prices. In 1998, we added a retinol product to our skin care line. In the first half of 1999, we introducedNeoteric Diabetic Skin Care®. Since 2001, we have sold Montagne Jeunesse sachets which are reasonably priced and designed for single use by the consumer. We will continue to examine other possible new products which we believe may fit well with our expertise and financial capabilities. We have introduced other new products or variants of products in subsequent years.

The growth in sales of Alpha Hydrox from 1992 through 1996 caused us to make substantial investments in property, plant and equipment to handle that growth and the anticipated future growth of our skin care products. The subsequent decline in sales of those products during certain periods, as well as declines in sales of household products, has resulted in efforts by us to maintain or increase sales of the existing products, to introduce new products, and to decrease our costs of doing business. We have introduced new household products most years since 2004, including Clean Screen in 2009, some of which have been discontinued. Additionally, we introduced several new Alpha Hydrox products in 2005, two new Alpha Hydrox products in 2006, four new Alpha Hydrox products in 2007 and the Batiste dry shampoo in 2009. We have engaged in cost-cutting measures from time to time since 2000.

Our goal for 2011 is to resume sales growth and attain profitability. To achieve these goals, we will continue to work on expanding the retail presence of products manufactured by others for whom we act as a distributor, as well as expanding the distribution of our Alpha Hydrox and other skin care products, our household products (Scott’s Liquid Gold for wood, our mold remediation product Mold Control 500, and Clean Screen) and introducingus; (3) add at least one new product within our product lines. Further, we will also consider the development of new niche products, remain openmajor retailer as a customer; (4) reduce operating costs and expenses; and (5) find tenant(s) to manufacturing private label products for otherslease additional office and explore the possibility of joint ventures and other projects which would utilize our manufacturing or marketing capabilities.warehouse space from us.

Household Products

Scott’s Liquid Gold for wood, a^® wood cleaner and preservative has been our core product since our inception. It has been popular throughoutsold in the U.S.United States for over forty60 years. Scott’s Liquid Gold for wood, when appliedUnlike a furniture polish, our product contains natural oils that penetrate the wood’s surface to wood surfaces such as furniture, paneling, kitchen cabinets, outside stained doors and decking, penetrates microscopic pores in the surface and lubricates beneath, restoringclean, replace lost moisture, and, at the same time, minimizesminimize the appearance of scratches darkeningand bring out the wood slightly. Scott’s Liquid Gold preserves wood’s natural complexion and beauty without wax.of wood. In May 2004, we commenced the introduction ofintroduced an additional wood care product in a wipe form; and, in

the second quarter of 2005 we introduced a wood wash product, both under the Scott’s Liquid Gold product line.product. Our Dust ’N Go pre-moistened cloth wipes are quick, easy and convenient dusting wipes for wood and numerous other surfaces. Our wood wash simply and safely cleans all types of wood surfaces.

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During the second quarter of 2006 we began the introduction ofintroduced our mold remediation product “Mold Control 500”. Scott’s Liquid Gold Mold Control 500Due to declining sales and distribution, this product will be discontinued after 2012. We attribute this decline to the following three primary factors: (1) generally lower actual consumer demand than anticipated; (2) the product is an advanced restoration, remediationeffective, but expensive; and antibacterial disinfectant(3) the product involves a delivery system designed forconsidered by many not to be consumer use on mildew, fungus, mold and fungal spores.friendly.

During the first quarter of 2009, we introduced “Clean Screen”, an affordable, cleanersimple and easy way for cleaning electronic screens, especially today’s new sensitive electronics such as flat-screen televisionselectronics. Clean Screen is a liquid formulated with a state-of-the-art water treatment technology that not only cleans away dirt, but also mineral deposits and computer monitors, smart phones, GPS devices,other impurities. In 2010, we introduced Clean Screen in a wipe form and more. We introduced a line extension of this product in 2010 referencedreferred to it as “Little Clean Screen”.

InSince 1982, we added the room air freshenerhave sold Touch of Scent^® air fresheners. Our air fresheners offer a unique dispenser with aerosol refills. It is quick, convenient and easy to our line of household products. Touch of Scent, available in many fragrances, is intended to be used in conjunctionuse and fills your room with a decorative dispenser which can be mounted on any hard surface and into which the consumer inserts an aerosol refill unit. At a touch, the dispenser propels the fragrance from a refill unit into the air.wide assortment of beautiful fragrances.

Household products accounted for 48.9%38.0% of our consolidated net sales in 20102011 and 50.6%48.9% in 2009.2010. We continually evaluate possible new household products to be developed, manufactured and/or distributed by us.

Skin and Hair Care Products

In early 1992, we began to develop, manufacture, market twoand sell skin care products under the trade name of Alpha Hydrox. Since that time we have made additions to ourHydrox^®. These products include facial care products, a body lotion and a foot crème. Our Alpha Hydrox^® skin care products, some of which were discontinued. In 2005, we introduced four new Alpha Hydrox products with refined formulas, and in 2007 we introduced a value priced Alpha Hydrox White line of products. Our Alpha Hydrox skin care products are sold through a wholly-owned subsidiary, Neoteric® Cosmetics, Inc. Except for the Montagne Jeunesse sachets and other products noted below which are distributed by us, our skin care products are manufactured by Neoteric Cosmetics. Severalbrand was one of the Alpha Hydrox products containfirst to use alpha hydroxyethanoichydroxy acids in low but effective concentrations. Properly blended with a carrier, alpha hydroxyethanoic acids(“AHAs”). Products containing AHAs gently slough off dead skin cells to promote a healthier, more youthful appearance and help to diminish fine lines and wrinkles.

Our products with alpha hydroxy acids (“AHAs”) include facial care products,first Neoteric Diabetic^® product was a body lotionhealing cream introduced in 2001 and a foot crème. Our other skinsubsequent product was a shampoo and scalp care product introduced in 2011. Both of these products do not contain AHAs. These products include Neoteric Diabetic Skin Care, which is a healing crème and a therapeutic moisturizerwere developed by us to address the skin conditions of diabetics,persons living with diabetes, caused by poor blood circulation, and which containscontain a patented oxygenated oil technology; an Alpha Hydrox Oxygenated Moisturizer, whichtechnology. Our healing cream is our seconda therapeutic moisturizer that provides a clinically proven treatment for dry skin by increasing blood circulation and helping to speed the healing of minor scrapes and cuts. Our shampoo and scalp care product based onhelps to soothe the oxygenated oil technology; a Retinol product containing a patented Microsponge technology that softens fine linesdiscomfort of dryness, flaking and wrinkles; and a body wash. The Montagne Jeunesse sachets, described more below, do not contain AHAs.itching of the scalp while gently cleaning the hair.

In April ofSince 2001, we made our first sale of skin care sachets under a distributorship agreement with Montagne Jeunesse. Our agreement covers saleshave been the exclusive distributor in the United States.States for face masque, body care and foot care sachets manufactured by Montagne Jeunesse. Montagne Jeunesse is a trading division of Medical Express (UK) Ltd., a company locatedbased in England. Montagne Jeunessethe United Kingdom. Their sachet products are currently sold in over 70 countries around the world. Examplescountries. These masques are sold for single use in unique and attractive packages in a wide assortment of the Montagne Jeunesse products are a facial scrub, face masks,types and a cream for feet.fragrances. A significant portion of our sales are generated through the distributionbusiness consists of the Montagne Jeunesse products and, therefore, are dependent on the agreement under which they are purchased by us.sale of these sachet products. See “Manufacturing and Suppliers” below.

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Other products distributedIn the fourth quarter of 2009, we became the exclusive distributor in the United States by us asfor Batiste dry shampoo with the exception of December 31, 2010 arecertain warehouse stores and governmental entities. Dry shampoo is a quick and convenient way to refresh hair between washes. Batiste was one of the innovators of dry shampoo. We believe that there is a large and fast growing market for dry shampoo. In that regard, Church & Dwight Co. Inc. acquired Batiste dry shampoo in aerosol form2011. We continue to be the exclusive distributor for mass merchandise, drugthe shampoo and grocery stores (introduced in the fourth quarterwe are currently negotiating a long-term agreement with Church & Dwight. Church & Dwight is a leading global consumer products company with such well-recognized brand names as Arm & Hammer, Oxiclean and Oraljel. As we are a relatively new distributor of 2009). SalesBastiste dry shampoo, it is not yet a significant part of distributedour business.

Skin and hair care products other than Montagne Jeunesse products were less than 5%accounted for 62.0% of annualour consolidated net sales in the year ended December 31,2011 and 51.1% in 2010.

Through our research and development group, we We continually consider and evaluate possible new skin and hair care products as well as other beauty care products to be developed, manufactured and/or solddistributed by us. Generally these products involve household products or skin care products. However, the Company will also consider consumer products in other areas.

Marketing and Distribution

Our marketing efforts are conducted through three principal sets of activities: (1) trade promotions to support price features, displays and other merchandising of our products by our retail customers; (2) consumer incentives such as coupons and rebates; and (3) consumer marketing in print, social media and television advertising.

Our products in general are sold nationally, directly through our sales force and indirectly through independent brokers, to mass marketers, drugstores, supermarkets, hardware stores and other retail outlets and to wholesale distributors. In 20102011 and 2009,2010, Wal-Mart Stores, Inc. (“Wal-Mart”) accounted for approximately 36%33% and 34%36% of our sales of household products.products, respectively. With regard to our skin and hair care products, Wal-Mart accounted for approximately 18% and 16% of sales in 2011 and 2010, sales (21% in 2009).respectively. Wal-Mart accounted for approximately 26%24% and 27%26% of the combined sales of household products and skin and hair care products in 2011 and 2010, respectively. In 2011 and 2009, respectively. No2010, Walgreens accounted for approximately 17% and 14.6%, respectively, of our sales of skin and hair care products. During 2011 and 2010, we did not sell household products to Walgreen’s. However, Walgreen’s accounted for approximately 11% and 8% in 2011 and 2010, respectively, of our combined sales of household and skin and hair care products. As is typical in our industry, we do not have a long-term contracts exist between us andcontract with either Wal-Mart or Walgreens or any other retail customer. We permit returns of our products by our customers, a common industry practice. A practice of certain retailers has been to return products that have either been discontinued or not sold after a period of time. We subtract any returns from gross sales in determining our net sales and provide a reserve for such returns which is netted against accounts receivable and gross sales on our financial statements.

We also use our Scott’s Liquid Gold and Neoteric Cosmetics websites for sales of our products.products directly to consumers. Such sales are approximately 8% in 2010 and 9% in 2009 of total net sales. Prior to 2010, our website sales showed growth year over year. The decline in sales at our website in 2010 is offset by increasedboth 2011 and 2010. Our sales to unaffiliated “e-tailers”.

During the years 2001 through 2004 and again in 2006 through 2008, we experienced a decrease in the distribution of the Alpha Hydrox products as a result of slowing sales. In 2005, we introduced four new items in our Alpha Hydrox line of cosmetics, which resulted in some increased distribution by selling those products to retail store chains not carrying any of our other Alpha Hydrox products. As a result of decreased sales and our efforts to manage marketing costs, the distribution of Alpha Hydrox is limited to certain retail chains and “e-tailers” as well as the Company’s websites. If sales of one of our products continue to decline, other retail stores, including potentially Wal-Mart, may discontinue the product. The level of advertising for our products is constrained by our size and financial resources. Any significant decrease in the distribution of skin care products or Scott’s Liquid Gold products at retail stores could have a material adverse effect on our sales and operating results.

Our Scott’s Liquid Gold wood care products, Mold Control 500 product, and Alpha Hydrox products have been advertised nationally on network television, on cable television, and, at times, in print media. Expenditures for these purposes in 2010 and 20092011 were a small amount relative to net sales and these expenditures in prior years. To date, we have not used television advertising for either our Clean Screen products or the Montagne Jeunesse products. We periodically review our advertising plans and may revise planned advertising expenditures based upon actual sales results and competitive conditions.

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To enable consumers to make informed decisions, our containers and promotional materials note the concentration of alpha hydroxy acid contained in each of our Alpha Hydrox products which contain such acids. We recommend the use of sunscreen in our written directions contained in every box of Alpha Hydrox products with such acids. We do not exaggerate benefits to be expectedup about 7% from the use of our products. We also maintain a 24-hour, toll free telephone number and website for use by consumers of our products.2010.

Our household (except for the Mold Control 500 product) and skin and hair care products are available in limited distribution in Canada and other foreign countries. Please see Note 8, Segment Information,“Segment Information”, to theour Consolidated Financial Statements in Item 8 for information regarding our sales in foreign countries. Currently, foreign sales are made to distributors who are responsible for the marketing of the products, and we are paid for these products in United States currency.

From time to time, our customers return products to us. For our household products, we permit returns only for a limited time. With regard to our skin and hair care products, returns are more frequent under an unwritten industry standard that permits returns for a variety of reasons. In the event a skin and hair care customer requests a return of a product, we will consider the request, and may grant such request in order to maintain or enhance our relationship with the customer, even in the absence of an enforceable right of the customer to do so. Typically, customers that return products to us take a credit on our invoice equal to the original sale price plus a handling charge ranging from 8-10% of the original sales price.

Manufacturing and Suppliers

We own and operate our manufacturing facilities and equipment. With the exception of the products mentioned below, weWe manufacture all of our products maintaining a high quality standard. Products manufactured by others includewith the exception of the following products: (1) those products for which we act as distributor in the United States,a distributor; (2) our wood wipes,Scott’s Liquid Gold^® Dust ’N Go wipes; and (3) our Mold Control 500 product, and Little Clean Screen.Screen product. We fill and packagealso manufacture the plastic over-caps for our Mold Control 500 product athousehold products in addition to a plastic dispensing unit for our facilities.Touch of Scent^® air fresheners. For all of our products, we must maintain sufficient inventories to ship most orders as they are received. We also manufacture the plastic over-caps for our household products in addition to a plastic dispensing unit for Touch of Scent.

Quality control is enforced at all stages of production, as well as upon the receipt of raw materials from suppliers. Raw materials are purchased from a number of suppliers and, at the present time, are readily available. Since 2007, a designated distributor for E.I. DuPont has been our sole supplier of glycolic acid, which is a type of alpha hydroxy acid used in our Alpha Hydrox products. The supply agreement includes a pass-through license authorizing the use of various cosmetic and anti-aging claims for the alpha hydroxy acid products. Our sole supply for the oxygenated oil used in our Neoteric Diabetic Skin Care product^® skin care products is a French company with which we have a non-exclusive supply agreement. RelationsWe believe that we have good relationships with this and other suppliers are satisfactory.all of our suppliers.

Most of our manufacturing operations, including most packaging, are highly automated, and, as a result, our manufacturing operations are not labor intensive, nor, for the most part, do they involve extensive training. An addition to our plant facilities, completed in early 1996, greatly increased our capacity to produce skin care products. We currently operate on a one-shift basis. Our manufacturing facilities are capable of producing substantially more quantities of our products without any expansion, and, for that reason, we believe that our physical plant facilities are adequate for the foreseeable future.

In 2001, we commenced purchases of the skin care sachets from Montagne Jeunesse under a distributorship agreement covering the United States. On May 4, 2005, our wholly-owned subsidiary, Neoteric Cosmetics, Inc. (“Neoteric”), entered into a new distribution agreement with Montagne Jeunesse International Ltd (“Montagne Jeunesse”) covering our distribution of Montagne Jeunesse products. It replaces a distribution agreement in effect since 2000. In theJeunesse. Pursuant to this new agreement, Montagne Jeunesse appoints Neoteric as itsis the exclusive distributor to market and distributesell Montagne Jeunesse productsJeunesse’s skin care sachets in

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the United States of America.States. The appointment had an initial term ofwas for 18 months, commencing May 3, 2005, andbut the agreement continues in force until it is terminated by either party by giving to the other party no less than three or six months’ written notice in writing of termination, depending on the reason for termination. To date, neither party has provided such notice. As a termination.practical matter, we believe that the continuation of the distribution agreement is dependent on maintaining our good relationship with Montagne Jeunesse.

InUnder the terms of the agreement, Neoteric agrees,agreed, among other things: Not(1) not to distribute during the duration of the agreement and for 36 months thereafter any goods of the same description as and which compete with the Montagne Jeunesse products; (2) to use itsour best endeavors to develop, promote and sell the products in the United States and to expand the sale of the products to all potential purchasers by all reasonable and proper means; (3) to purchase certain core products; and (4) to maintain an inventory of the products for Neoteric’sour own account for sale of these products throughout the United States. Montagne Jeunesse undertakesagreed to use all reasonable endeavors to meet all of our orders for the products to the extent that such orders do not exceed the forecast that we provide them periodically for each type of product. We purchase the products. Both parties agree to suggested targeted salesproducts for the first five years of the agreement as stated in the agreement. The prices for our purchases of these products are the published list prices as established by Montagne Jeunesse from time to time with the provision that they are required to give us three months prior written notice of any changechanges in the published list prices. NoNeither party may assign or transfer any rights or obligations under the agreement or subcontract the performance of any obligation.

The agreement may also be terminated for a material breach if the breaching party has failed to remedy the breach within 30 days after receipt of notice in writing and for certain other events. Montagne Jeunesse may terminate the agreement if: (1) if Neoteric changes its organization or methods of business in a way viewed by Montagne Jeunesse as less effective or (2) if there is a change in control of Neoteric.

On April 4, 2006, we entered into a Product Development, Production and Marketing Agreement with Modec, Inc., a Colorado corporation. Pursuant to this Agreement, we purchase from Modec a product for the treatment of mold; we sell this product as Mold Control 500. We fill and package the product at our facilities and market the product to retail stores in North America. The term of the Agreement including automatic one-year renewals ran through December 31, 2010, and although the agreement has expired and we no longer have exclusivity, we plan to continue to purchase the product from Modec and to market the product to retail stores.

Competition

Our business is highly competitive in both household and skin and hair care products. We compete in both categories primarily on the basis of quality and the distinguishing characteristics of our products.

The wood care, air freshener, and mold treatmentclean screen product categories are dominated by three to five companies significantly larger than us and each of which producethese competitors produces several competing products. Irrespective of the foregoing, we maintain a visible position in the wood care category, but do not have sufficient information to make an accurate representation as to the market share of our products. Over the last several years, sales of our air freshener fell off significantly.

The skin and hair care category is also highly competitive. Several competitors are significantly larger than Scott’s Liquid Gold-Inc.,us and each of these competitors produces several competing products. Some of these companies also produce retinol and alpha hydroxy acidmanufacture products with AHAs with which our Alpha Hydrox^® products must compete. Because of the number of varied products produced by our competitors, we cannot make an accurate representation as to the market share of our skin and hair care products.

Conforming to our corporate philosophy, we compete on the basis of quality and distinguishing characteristics of our products.

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Regulation

We are subject to various federal, state and local laws and regulations that pertain to the type of consumer products that we manufacture and sell. Many chemicals used in consumer products, some of which are used in

several of our product formulations, have come under scrutiny by various state governments and the Federal government. These chemicals are called volatile organic compounds (VOC’s)(“VOC’s”), which contribute to the formation of ground level ozone. Many states as well as the Federal government have passed regulations that limit the amount of VOC’s allowed in various categories of consumer products. As a result of these regulations, we have been required more then once to reformulate Scott’s Liquid Gold aerosol, Scott’s Liquid Gold pourable and Touch of Scent to meet the current VOC limits. All of our products currently meet the most stringent VOC regulations and may be sold throughout the United States. Any new or revised VOC regulations developed by various states or the Federal government may apply to our products and could potentially require additional reformulation of those products in the future. Limitation of VOC content in consumer products by both state and Federal governmentgovernments will continue to be part of regulatory efforts to achieve compliance with clean air regulations. We continue to monitor all environmental regulatory activities and believe that we have done all that is necessary to satisfy the current requirements of the Federal Clean Air Act and the laws of various state governments.

Many of our skin care products, most of which contain Alpha Hydroxy Acids (AHA’s),AHAs, are considered cosmetics within the definition of the Federal Food Drug and Cosmetic Act (FFDCA)(the “FFDCA”). The FFDCA defines cosmetics as products intended for cleansing, beautifying, promoting attractiveness or altering the appearance without affecting the body’s structure or functions. Our cosmetic products are subject to the regulations under the FFDCA and the Fair Packaging and Labeling Act (FPLA)(the “FPLA”). The relevant laws and regulations are enforced by the U.S. Food and Drug Administration (FDA)(the “FDA”). Such laws and regulations govern the ingredients and labeling of cosmetic products and set forth good manufacturing practices for companies to follow. Although FDA regulations require that the safety of a cosmetic ingredient be substantiated prior to marketing, there is no requirement that a company submit the results of any testing performed or any other data or information with respect to any ingredient to the FDA.

In July 1997, because of questions raised earlier by the FDA and as requested by the FDA, the Cosmetic Ingredient Review Expert Panel (“CIR”) sponsored by the cosmetic industry issued a report concerning the safety of alpha hydroxy acids.AHAs. The final report, among other things, concluded that glycolic acid (the type of alpha hydroxy acidAHA that we currently use) is safe for use at concentrations of up to 10%, with a pH level of no less than 3.5 and when directions for use include the daily use of sun protection. In January 2005, the FDA issued a final guidance to the effect that products containing AHA’sAHA should alert users that those products may increase skin sensitivity to sun and possible sunburn and the steps to avoid such consequences. All of our labeling reflects this guidance.

Since 2003, the FDA’s National Center for Toxicological Research has been investigating the effect of long term exposure to AHAs. Further, on December 31, 2003, the FDA published a call for data on certain ingredients

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in various products, including AHAs that are part of wrinkle remover products. Manufacturers were asked to submit any data supporting the reclassification of these cosmetic products as over-the-counter drugs. On October 27, 2008, FDA published a set of Q&As&A’s that dealt with both issues. With respect to the drug/cosmetic issue, the FDA restated its traditional position that certain AHA products intended for therapeutic use, such as acne treatments or skin lighteners, are considered drugs. Other AHA products, including those marketed by Neoteric,us, are considered cosmetics. The Q&A also reported on the results of two studies on the issue of skin damage caused by UV rays, and the potential photocarcinogenicity of the AHA product.products. The studies concluded that applying AHAsAHA products to the skin resulted in increasing UV sensitivity, but that the effect was completely reversible. In addition another study on potential photocarcinogenesis found that AHAsAHA products had no effect on the process. Accordingly, Neoteric iswe lawfully marketing itsmarket our products as cosmetics, and theour labeling fully complies with the FDA’s guidance.

Our Advertisingadvertising is subject to regulation under the Federal Trade Commission Act and related regulations, which prohibit the false and misleading claims in advertising. OurWe believe that all of our labeling and promotional materials are believed to be in full compliancecomply with applicablethese regulations.

Employees

We employ 64 persons (compared to 65 persons at the end of 2009),which 32 work in plant and production related functions and 32 work in administrative, sales and advertising functions. No contracts exist between us and any union. We monitor wage

and salary rates in the Rocky Mountain area and pursue a policy of providing competitive compensation to our employees. The compensation of our executive officers is under the review of the Compensation Committee of our Board of Directors. Fringe benefits for our employees include medical, vision and dental plans, short-term disability, life insurance, a 401(k) plan with matching contributions for lower paid employees (those earning $35,000 or less per annum),annum, an employee stock ownership (ESOP) plan and a profit sharing plan. We consider our employee relations to be satisfactory.satisfactory with the average tenure of our employees to be approximately 15 years.

Patents and Trademarks

At present, we own one patent covering an ingredient used in some of our skin care products. Additionally, we actively use our registered trademarks for Scott’s Liquid Gold Liquid Gold,^®, Touch of Scent^®, Alpha Hydrox TriOxygen^C®®, and Neoteric^® in the United States and have registered trademarks in a number of additional countries. Our registered trademarks and pending trademark applications concern names and logos relating to our products as well as the design of boxes for certain of our products.

In December 2000 (amended October 1, 2003), we entered into a license agreement with TriStrata Technology, Inc. which owns patents dealing with the use of alpha hydroxy acids for the purpose of reducing the appearance of wrinkles or fine lines. Under the license agreement, Neoteric Cosmetics and its affiliates were granted a non-exclusive license for the life of the patents to make and sell skin care products using alpha hydroxy acids for, among other things, the reduction of the appearance of skin wrinkles and the reduction in the appearance of skin changes associated with aging. The license agreement covered a territory which includes the United States and certain foreign countries. In accordance with the license agreement, Neoteric Cosmetics paid a royalty on net sales of products covered by the agreement. This license agreement was part of the settlement of a lawsuit brought by TriStrata Technology against us and others alleging infringement

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of patents in selling and promoting skin care products which contain alpha hydroxy acid. By a notice sent to TriStrata Technology, we terminated this license agreement in October of 2007. We rely on a pass-through license from E.I. DuPont (our supplier) for our uses of glycolic acid regarding wrinkle reduction and anti-aging. The pass-through license applies to customers of DuPont. Although DuPont is a long-time supplier of ours, we have no contracts with DuPont other than orders for our purchases.

Available Information and Code of Ethics

We will make available free of charge through the website http://www.businesswire.com/cnn/slgd.htm, this annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and amendments to such reports, as soon as reasonably practicable after we electronically file or furnish such material with the Securities and Exchange Commission.Commission (the “SEC”). These reports are also available through a link on our website. We will provide upon request (see below for instructions) and at no charge electronic or paper copies of these filings with the Securities and Exchange CommissionSEC (excluding exhibits).

We will also provide to any person without charge, upon request (see below for instructions), a copy of theour code of business conduct and ethics which has been adopted by us and which applies to our executive officer and chief financial officer, among others.ethics.

A request for our reports filed with the SEC or theour code of business conduct and ethics may be made to: Corporate Secretary, Scott’s Liquid Gold-Inc., 4880 Havana Street, Denver, Colorado 80239.

The following is a discussion of certain risks that may affect our business. These risks may negatively impact our existing business, future business opportunities, our financial condition or our financial results. In such case, the trading price of our common stock could also decline. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also negatively impact our business.

We need to increase our revenues in order to become profitable under our present cost structure.

We have experienced netsignificant losses in nineover an extended number of our last ten years. These losses result primarily from declining sales of our skin care products and our primary household products. Maintaining or increasing our revenues is uncertain and involves a number of factors including consumer acceptance of our products, distribution of our products and other matters described below.

Our cash flow is dependent upon operating cash flow, available cash and borrowing available funds under theour financing agreements with Summit Financial Resources, financing agreement.L.P. (“Summit”) and Wells Fargo Bank, National Associations (“Wells Fargo”).

Because we are dependent on our operating cash flow, any loss of a significant customer, any further decreases in the distribution of our skin and hair care or household products, new competitive products affecting sales levels of our products or any significant expense not included in our internal budget could result in the need to raise cash. TheOur financing agreement with Summit Financial Resources has beenwas amended effective March 1, 2011 for an initial financing period of eighteen18 months endedthrough September 1, 2012 which2012. The agreement automatically renews for successive

one-year financing periods unless either party provides written notice of non-renewal at least 60 days prior to the

9

end of a financing period. In conjunction with the amendment of theour agreement with Summit, agreement discussed above, we have entered into an agreement to sell the receivables of our largest customer to Wells Fargo Bank.Fargo. Except for the existing bank debtthese agreements and the Summit Financial Resources and Wells Fargo Bank agreements,mortgage on our real property, we have no arrangements for anany external financing of debt or equity, and we are not certain any such financing would be available on acceptable terms. In order to improve our operating cash flow, we need to achieve profitability, and/or further reduce our costs.

Sale or leaseLease of our real estateoffice, warehouse and manufacturing buildings is uncertain.

We continueare continuing with our efforts to pursue a sale or lease of all or partcertain parts of our real estate. The purpose of a sale would be to reduce our fixed costsoffice, warehouse and to repay bank debt of approximately $4 million at December 31, 2010 secured by the real estate. Our ability to complete a sale of the real estate is uncertain and may have been affected by a downturn in the commercial real estate market in the Denver, Colorado area.manufacturing buildings. The purpose of any leases would be to provide additional cash flow for operations and/or to service the aforementioned bank debt. Whilemortgage on our real property. In 2010, we have enteredreported entering into leases with third-parties coveringtwo parties for one and one-half floors of our office building, webuilding. In December of 2011, a tenant of one-half of one floor vacated the space due to financial difficulties. We continue to have a material amount of unutilizedunused space in our office, warehouse and manufacturing buildings.

As an owner and lessor of real property, we are subject to all of the risks generally related to ownership and leasing of such property. These risks include, but are not limited to, changes in general or underutilizelocal economic conditions and changes in interest rates which may render the sale, lease or financing of real estate.property difficult or unattractive and which may make debt service burdensome, changes in real estate and zoning laws, disputes with tenants, diversion of our attention from our primary business, increases in real estate taxes, federal or local economic or rent controls, environmental liabilities, floods, earthquakes, hurricanes and other acts of God, and other factors beyond our control. The illiquidity of our real property holdings may also impair our ability to respond promptly to changing circumstances.

Current economic conditions may materially and adversely impact our business.

The turmoil in the investment market of the United States, the tightening of credit and relatively high level of unemployment in the United States have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and possibly a reduction in business activity generally. A continuation of these conditions could have, among other things, the following potential negative effects: A(1) a reduction in spending of consumers in general including in the area of household products and skin and hair care products, which could reduce our net sales; (2) the potential increase in bad debts or reserve for bad debts affecting our financial condition or cash flow; and (3) exposure to any increased interest expense to the extent that any financing or refinancing could be at costs higher than our existing debt.

Sales of our existing products are affected by changing consumer preferences.

Our primary market is retail stores in the United States which sell to consumers or end users in the mass market. Consumer preferences can change rapidly and are affected by new competitive products. This situation is true for both skin and hair care and household products and has affected our established products, most significantly our earlier established Alpha Hydrox products. For example, in the skin care area, we believe that our Alpha Hydrox^® products with AHAs are effective in diminishinghelping to diminish fine lines and wrinkles, but consumers may change permanently or temporarily to other products using other technologies or otherwise viewed as “new.”“new”. Any changes in consumer preferences can materially affect the sales and distribution of our products and thereby our revenues and results of operations.

In both skin and hair care and household products, we compete every day against the largest consumer product companies in the United States.

Our large competitors regularly introduce new products and spend considerably more than we docan on advertising, particularly television advertising. The distribution of our productproducts and sales can be adversely impacted by the actions of our competitors.

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We have limited resources to promote our products with effective advertising.

We sell our products in the consumer retail marketplace. Advertising, particularly television advertising, can be important in reaching consumers, although the effectiveness of any particular advertisement cannot be predicted.

Maintaining or increasing our revenues is dependent on the introduction of new products that are successful in the marketplace.

Sales of our Alpha Hydrox products, Scott’s Liquid Gold for wood and Touch of Scent have declined in recent years. In order to address these declines, we have introduced new products, including Montagne Jeunesse sachets in 2001, the wood wipe and wood wash products in 2004 and 2005, our new Alpha Hydrox products in 2005, a value priced Alpha Hydrox White line in 2007, “Mold Control 500” in 2006, air freshener products in 2007 and 2008, and in 2009 our product “Clean Screen”. We plan the introduction of at least one additional product in 2011. If we are not successful in making ongoing sales of our newer products to retail store chainsstores or these products are not well received by consumers, our revenues could be materially and adversely affected.

A loss of one or more of our major customers could have a material adverse effect on our product sales.

For more than a majority of our sales, we are dependent upon sales to major customers, including Wal-Mart, which is our largest customer and Walgreens, which is our second largest customer. The easy access of consumers to our products is dependent upon major retail stores and other retail stores carrying our products. The willingness of these customers (i.e., retail stores) to carry any of our products depends on various matters, including the level of sales of the product at thetheir stores. Any declines in sales of a product to consumers can result in the loss of retail stores as our customers and the corresponding decreases in the distribution of the product. It is uncertain whether the consumer base served by these stores would purchase our products at other retail outlets.stores. In the past, sales of our products have been affected by retail store chainsstores which discontinue a product or carry the product in a lesser number of stores.

A significant part of our sales of skin and hair care products are represented by the Montagne Jeunesse sachet products which depend upon the continuation of our distributorship agreement with Montagne Jeunesse.

Our distributorship agreement with Montagne Jeunesse does not have a fixed term, but continues until it is for a period of 18 months that ended in November, 2006 and continues in force after this initial term subject to the right ofterminated by either party to terminategiving the agreement withother party no less than three or six monthsmonths’ written notice of termination, depending on the reason for termination. To date, neither party has provided such notice. As a practical matter, we also believe that the distributioncontinuation of our agreement with Montagne Jeunesse sachets is dependent upon maintaining our good relationship with Montagne Jeunesse.them.

We face the risk that raw materials for our products may not be available or that costs for these materials will increase, thereby affecting either our ability to manufacture the products or our gross margin on the products.

We obtain our raw materials from third party suppliers, someone of which areis a sole source suppliers. While there are two suppliers of glycolic acid, we use one supplier. We have no long term contracts with our suppliers; and, if a contract exists, it is subject to termination or cost increases. We may not have sufficient raw materials for production of products manufactured by

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us if there is a shortage in raw materials or one of our suppliers terminates our relationship. In addition, changing suppliers could involve delays that restrict our ability to manufacture or buy products in a timely manner to meet delivery requirements of our customers. The cost of our petroleum-based raw materials has increased significantly over the last couple of years. Our suppliers of products which we distribute can also be subject to the same risk with their vendors.

Our sales are affected adversely by returns.

In our industry, retailour customers may be given authorization by the Companyus to return products. These returns result in refunds, a reduction of our revenues and usually the need to dispose of the resulting inventory at discounted prices. Accordingly, the level of returns can significantly impact our revenues and cash flow. See information about returns in Note 12 to our Consolidated Financial Statements in this Report and “Results of Operations” in Item 7, Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations”.

Changes in the regulation of our products, including environmental regulations, could have an adverse effect on the distribution, cost or function of our products.

Regulations affecting our products include requirements of the FDA for cosmetic products and environmental regulations affecting emissions from our products. TheIn the past, the FDA has mentioned in the past the treatment of AHA products with AHAs as drugs, which could make more expensive or prohibitive our production and sale of certain Alpha Hydrox products.^® products more expensive or prohibitive. Also, in the past, we have changedwere required to change the formulation of our household products to satisfycomply with environmental regulations and will continue to do so as required.

Any adverse developments in litigation could have a material impact on us.

We are subject to lawsuits from time to time in the ordinary course of business. While we expect those lawsuits not to have a material effect on us, an adverse development in any such lawsuit or the insurance coverage for a lawsuit could materially and adversely affect our financial condition and cash flow.

Any loss of our key executives or other personnel could harm our business.

Our success has depended on the experience and continued service of our executive officers and key employees. If we fail to retain these officers or key employees, our ability to continue our business and effectively compete may be substantially diminished. Because of our size, we must rely in many departments within our company on one or two managers; thekey employees. The loss of any one of thosethese employees could slow our product development, production of a product and sale and distribution of a product.

Our stock price can be volatile and can decline substantially.

Our stock is traded on the OTC Bulletin Board. The volume of our stock varies but is relatively limited. As a result, any events affecting us can result in volatile movements in the price of our stock and can result in significant declines in the market price of our stock.

Not applicable.

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Our facilities, located in Denver, Colorado, are currently comprisedconsist of threefour connected buildings and a parking garage (approximately 261,100 square feet in total) and about 16.2 acres of land, of which approximately 6 acres are available for future sale.land. These buildings range in age from approximately 1516 to 3839 years (126,600 square feet having been added in 1995 and 1996). The Denver facility housesOur facilities house our corporate headquarters and all of our operations,manufacturing and serves as one of several distribution points.warehouse operations. We believe that our current space will provide capacity for growth for the foreseeable future. All of our land and buildingsOur facilities serve as collateral under a deed of trust for a $5.2 million bank loan ($4 millionwith a principal balance at December 31, 2010) consummated by us on June 26, 2006.2011 of $3.7 million.

As indicated in this Report, the Company usesWe use less than the capacity of its facilitiesour office, warehouse and is also interested in reducing its expenses. As part of this process, starting as of July 2007, the Company has engagedmanufacturing buildings. Consequently, we are using a commercial real estate broker currently CB Richard Ellis, in Denver to explore alternatives. These alternatives include the sale of all or part of the facilities, a sale of all or part of the facilities combined with a leaseback by the Company of the facilities, or ahelp us find additional tenants to lease of all or part of the facilities by the Company to a third party.our excess space. There is, however, no assurance that acceptable transactionswe will be offered or completed.successful in this endeavor.

In October of 2009, we entered into a five-year lease of the secondfor one floor of our five-story office building to an established subsidiary of an international company with rental receipts that commencedcompany. We began to receive rent payments in November 2009. In August 2010, we entered into a two year lease offor one-half of a floor of our office building to an unrelated party with rental receipts that commenceparty. We began to receive rent payments in February 2011. However, these payments stopped at the end of December 2011 when the tenant vacated the space due to financial difficulties.

Wayne Taylor, et al. v. The Sherwin-Williams Companies, et al.

The Company was served with a complaint February 25, 2009, naming it as a defendant in this personal injury action filedWe are subject to lawsuits from time to time in the Superior Courtordinary course of New Jersey, Camden County. Plaintiffs Wayne Taylorbusiness. While we expect those lawsuits not to have a material effect on us, an adverse development in any such lawsuit could materially and Leslie Taylor, his wife, claim that Mr. Taylor has contracted Acute Myelogenous Leukemia (AML) as a result of work related exposure to benzeneadversely affect our financial condition and that the Company is one of a minimum 15 co-defendant product manufacturers which used benzene in products sold to Mr. Taylor or his employers and used by Mr. Taylor in his work. Plaintiffs allege exposure to defendants’ products containing benzene and that the exposure caused personal injuries, including AML. Fifty “John Doe” corporations are asserted to be similarly liable. Claims are asserted against all defendants for negligence, breach of warranty, consumer fraud, intentional tort and loss of consortium. The plaintiffs ask for compensatory damages, treble damages under a New Jersey consumer law, interest, costs of the lawsuit and attorneys fees, all in an unspecified amount. The Company has not accrued any liability for these claims at this time.

The extent of the defense and indemnity obligations of its product liability insurers is to be determined and is uncertain at this time. The Company has submitted the claim to its product liability insurers and believes that insurers will assume the defense of the claim and retain counsel accordingly. The Company believes that Mr. Taylor was not exposed to benzene as the result of use of the Company’s products and intends to vigorously defend the action. Although the Company is unable at this time to

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predict the outcome or to estimate the amount of a potential loss to the Company, if any, in this lawsuit, the Company’s management expects at this time that the Company will not incur any material liability in the lawsuit.cash flow.

PART II

Market Information

Our $0.10 par value common stock is listedtraded on the OTC Bulletin Board (a regulated quotation service) under the ticker symbol “SLGD”. The high and low prices of Scott’s Liquid Gold-Inc. common stock as traded on the OTC Bulletin Board were as follows. The over-the-counterOver-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The high and low prices of our common stock as traded on the OTC Bulletin Board were as follows.

Shareholders

As of March 01, 2011,30, 2012, we had approximately 905897 shareholders of record.

Dividends

We did not pay any cash dividends during the two most recent fiscal years. No decision has been made as to future dividends. See “Management’s Discussion and Analysis or Plan“Results of Operation -Operations — Liquidity and Capital Resources” for information concerning restrictions on our ability to pay dividends.

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Equity Plans

The following table provides, as of December 31, 2010,2011, information regarding our equity compensation plans, which consist of the 1997, 1998 and 2005 Stock Option Plans. The 1997 and 1998 Plansplans have expired, but options under those Plansplans remain outstanding. We also have an Employee Stock Ownership Plan (“ESOP”) which invests only in our common stock, but which is not included in the table below.

Stock Purchases

We did not make any repurchases of our outstanding sharescommon stock during 2010.2011.

Stock Contributions

Pursuant to a board resolution on September 29, 2010, we issued and contributed 100,000 sharesWe made no contributions of our common stock to our Employee Stock Ownership Plan (the “Plan”). No consideration was paid by the Plan for these contributions. We believe that these contributions were not subject to the securities registration requirements of the Securities Act of 1933 because they did not involve a sale. The contributions of the shares to the Plan may also be exempt from such securities registration as a non-public offering under Section 4(2) of the Securities Act of 1933.in 2011.

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Not applicable.Applicable.

General

We manufacture and market both household and skin care products. Our products are sold throughout the United States and Canada and insignificantly in other countries.

Critical Accounting Policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. These policies involve significant judgments, estimates and assumptions by our management.us. For a detailed discussion on the application of these and other accounting policies, see Note 1 in the Notes to theour Consolidated Financial Statements.Statements in Item 8.

Revenue Recognition

Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. We follow guidance issued by the FASB,Financial Accounting Standards Board (“FASB”), which requires that a strict series ofcertain criteria arebe met in order to recognize revenue related to product shipment.revenue. If thesethis criteria areis not met, then the associated revenue is deferred until it is met. In our case, the criteria are met. Generally, these criteria are that there begenerally is met when we have an arrangement to sell thea product, we have delivered the product in accordance with that arrangement, the sales price of the product is determinable and collectibility is probable.we believe that we will be paid for the sale.

OurWe establish reserves for accounts receivable consistcustomer returns of a bad debt reserve and reserves for returnsour products and customer allowances. Reserves for marketing rebates, pricing allowances and returns, coupons and certainWe estimate these reserves based upon, among other promotional activities involve estimates made by management based uponthings, an assessment of historical trends, information from customers and anticipated returns and allowances related to current sales activity. These reserves are established in the period of sale and reduce our revenue in that period.

Our reserve for customer allowances includes primarily reserves for trade promotions to support price features, displays and other merchandising of our products to our customers. The actual level of returns and customer allowances are impactedinfluenced by among other things,several factors, including the promotional efforts performed byof our customers, changes in mix of our customers, changes in the mix of the products sold,we sell and the stagematurity of the relevant product life cycle. Changes inproduct. We may change our estimates may occur based on actual results and consideration of other factors that cause returns and allowances. In the event that actual results differ from theseour estimates, the results of future periods may be impacted.

ReservesWe have also established an allowance for bad debts are recordeddoubtful accounts. We estimate this allowance based on estimates by management including factors surroundingupon, among other things, an assessment of the credit risk of specific customers and historical trends. We have been exposedbelieve our allowance for doubtful accounts is adequate to potentialabsorb any losses on receivables due from specific customers that have suffered financial difficulties. We have provided reserves against certain receivables from such customers in addition to amounts related to unidentified losses. Those reserves are reduced as those accounts are settled or written off.which may arise. In the event that actual losses differ from theseour estimates, or there is an increase in exposure relating to sales to specific customers,the results of future periods may be impacted.

We believealso establish reserves for coupons, rebates and certain other promotional programs for consumers. We estimate these reserves based upon, among other things, an assessment of historical trends and current sales activity. These reserves are recorded as a reduction of revenue at the later of the date at which the revenue is recognized or the date at which the sale incentive is offered. In the event that actual results differ from our reserve is adequate to absorb any losses whichestimates, the results of future periods may arise.be impacted.

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Income Taxes

As of December 31, 2010,2011, we have net deferred income tax assets of approximately $3,616,300$3,841,000 which primarily relate to net operating loss carryforwards, expenses that are not yet deductible for tax purposes and tax credit carryforwards,carryforwards. These assets are offset by deferred income tax liabilities for differences in the book and tax bases of property and equipment. The net deferred tax asset is fully reserved by a valuation allowance. The valuation allowance represents management’sour determination that, more likely than not, we will be unable to realize the value of such assets at this time due to the uncertainty of future profitability.

Inventory Valuation and Reserves

Our inventory is a significant component of our total assets. In addition, the carrying value of such inventory directly impacts the gross margins that we recognize when we sell the inventory and record adjustments to carrying values. Our inventory is valued at the lower of cost or market, cost being determined under the first-in, first-out method. We estimate reservesan inventory reserve for slow moving and obsolete products and raw materials based upon, among other things, an assessment of historical and anticipated sales.sales of our products. In the event that actual results differ from theseour estimates, the results of future periods may be impacted.

Long-Lived Assets

Please refer to Note 1(j)1(i) of our Consolidated Financial Statements in Item 8 as to our determination that there has been no impairment in the carrying values of our long-lived assets at December 31, 2010.2011.

Recently Issued Accounting Pronouncements

Please see Note 1 (q)We have considered recently issued accounting pronouncements and do not believe that such pronouncements are of our Consolidated Financial Statements.

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Results of Operations

During 2010,2011, we experienced a 1.5%an 8.5% increase in overall sales led by an 11.1%net sales. We saw a 61.6% increase in net sales of the skin and hair care products that we distribute for other companies and a 3.2% increase in net sales of our line of skin care and other products for which we act as a distributor including Montagne Jeunesse,products. These latter increases were offset in part by a 0.1%15.6% decrease in sales of our line of Alpha Hydrox skin care products, and a 1.9% decrease in sales of our Scott’s Liquid Gold household products.

Our net loss for 20102011 was $495,000$633,800 versus a loss of $1,197,600$495,000 for 2009.2010. The decreaseincrease in our loss for 20102011 compared to 2009 results2010 resulted primarily fromfrom: (1) increases in television advertising and coupons for Scott’s Liquid Gold^® wood cleaner and preservative starting in October 2011; (2) increases in petroleum-based raw materials throughout 2011; and (3) increases in freight costs throughout 2011.

The total costs for television advertising and coupons for our wood cleaner and preservative during the increasefall of 2011 was approximately $415,000 compared to approximately $11,000 for coupons during the fall of 2010. While the sales of our wood cleaner and preservative increased as a result of this marketing program, we do not plan to repeat such expenditures for television advertising and coupons in 2012. According to Nielsen data for the 13 week period ending December 24, 2011, the sales coupled with improved margins across all product categoriesof our wood cleaner and preservative increased by 15.5% while the contributionsales of rental income related to the leasing of office space to third parties beginning in November 2009.overall furniture polish category decreased by 4.7%.

Summary of Results as a Percentage of Net Sales

Our gross margins may not be comparable to those of other entitiescompanies because some entitiescompanies include all of the costs related to their distribution network in cost of sales and others,sales. In contrast, other companies, like us, exclude a portion of them (freightthese costs (i.e., freight out to customers and nominal outside warehouse costs) from gross margin, includingmargin. Instead, we include them instead in theas part of selling expense line item.expenses. See Note 1(p)1(n), Operating“Operating Costs and Expenses Classification,Classification”, to theour Consolidated Financial Statements in this Report.

Year Ended December 31, 2010

Compared to Year Ended December 31, 2009Item 8.

Comparative Net Sales

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Consolidated net sales for 2010 were $14,396,600 versus $14,178,800 for 2009, an increase of $217,800 or about 1.5%. AverageOverall average selling prices for 20102011 were up by $101,700 over those of 2009,2010. The average selling prices of our household products being downdecreased by $2,500 andwhile the average selling prices of our skin and hair care products being upincreased by $104,200. This increase primarily reflects the favorable impactWe paid our customers a total of the decision$1,315,200 in 2009 to both terminate business relationship with a particular retail customer as well as having discontinued selected products in 2009. Co-op advertising, marketing funds, slotting fees and coupon expenses (promotional allowances) paid to retailers were subtracted from gross sales in accordance with current accounting policies totaling2011 versus $1,141,800 in 2010, versus $1,209,500 in 2009, a decreasean increase of $67,700$173,300 or about 5.6%.15.2% for trade promotions to support price features, displays and other merchandising of our products. This decreaseincrease consisted of a decreaseincreases in co-op marketing funds of $136,900, offset by increases in$176,900 and coupon expense of $30,200 and$35,800, offset by a decrease in slotting fees of $39,000.$39,400.

From time to time, our customers return product to us. For our household products, we permit returns only for a limited time and generally only if there is a manufacturing defect. With regard to our skin care products, returns are more frequent under an unwritten industry standard that permits returns for a variety of reasons. In the event a skin care customer requests a return of product, the Company will consider the request, and may grant such request in order to maintain or enhance relationships with customers, even in the absence of an enforceable right of the customer to do so. Some retailers have not returned products to us. Return price credit (used in exchanges typically, or rarely, refunded in cash) when authorized is based on the original sale price plus a handling charge of the retailer that ranges from 8-10%. The handling charge covers costs associated with the return and shipping of the product. Additions to our reserves for estimated returns are subtracted from gross sales.

From January 1, 20082009 through December 31, 2010,2011, our product returns (as a percentage of gross revenue) have averaged as follows: (1) 0.7% for household products 0.7%,products; (2) 1.0% for Montagne Jeunesse products 2.3%,products; and (3) 1.0% for our Alpha Hydrox^® and other skin care products 1.6%.products. The level of returns as a percentage of gross revenue for the household products and Montagne Jeunesse products have remained fairly constant as a percentage of sales over that periodsince January 1, 2009 while theour Alpha Hydrox^® and other skin care products return levels have fluctuated. More recently, as ourthe sales of theour skin care products and the number of retailers carrying theour products have declinedincreased, we have seen a decrease in returns as a percentage of gross revenues. The products returned in 2010Our product returns (indicated as a percentage of gross revenues) were:have averaged as follows in 2011: (1) 0.2% for household products 1.0%,products; (2) 0.1% for Montagne Jeunesse products 0.5%,products; and (3) 0.1% for our Alpha Hydrox^® and other skin care products 0.2%.products.

During 2010,2011, net sales of skin and hair care products accounted for 51.1%62.0% of consolidated net sales compared to 49.4%51.1% for 2009. Net2010. The net sales of these products for those periods were $9,675,200 in 2011 compared to $7,358,000 in 2010, compared to $7,005,600 in 2009, an increase of $352,400$2,317,200 or about 5.0%31.5%.

Net The net sales of Montagne Jeunesse and other distributed productsBatiste dry shampoo were $5,759,300 in 2011 versus $3,564,300 in 2010, versus $3,207,500 in 2009, an increase of $356,800$2,195,000 or about 11.1%61.6%. This increase in sales was experiencedis primarily inattributable to increased distribution at new and existing customers and the dry shampoo line introduced in the fourth quarterimproved placement of 2009. Sales in the Montagne Jeunesse sachet line also showed growth in 2010 with retailers other than our largest customer where sales were on par with those of 2009. Negatively impacting sales in 2010 by approximately $200,000 was the discontinuation of the Davinci and Moosehead lines of men’s grooming products as well as the Baylis and Harding lines of bath gift sets.

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NetThe net sales of our Alpha Hydrox^® and other manufactured skin care products were $3,915,900 in 2011 versus $3,793,700 in 2010, versus $3,798,100 in 2009, a decreasean increase of $4,400$122,200 or about 0.1%, where3.2%. This growth in sales growthwas primarily the result of Walgreens buying our Alpha Hydrox^® products in 2011 and sales of our new diabetic cream offset sales declines on other products.shampoo and scalp care product.

Sales of household products for 20102011 accounted for 48.9%38.0% of consolidated net sales compared to 50.6%48.9% for the same period in 2009. These products are comprised2010. During 2011, the sales of Scott’s Liquid Gold wood care products (Scott’s Liquid Gold for wood, a wood wash and wood wipes), mold remediation products, Clean Screen, and Touch of Scent products. During 2010 sales ofour household products were $7,038,600$5,941,100 as compared to $7,173,200

$7,038,600 for the same period in 2009,2010, a decrease of $134,600$1,097,500 or about 1.9%15.6%. Sales of Scott’s Liquid Gold and otherThis decrease reflects an overall decrease in the household products (includingcategory due to the economic climate in 2011 and decreased distribution of our Clean Screen and Little Clean Screen products.

Due to the decline in sales and distribution of Mold Control 500, this product will be discontinued after 2012. We attribute this decline to the following three primary factors: (1) generally lower actual consumer demand than anticipated; (2) the product is effective, but expensive; and Clean Screen) increased(3) the product involves a delivery system considered by $19,900many not to be consumer friendly. The decline in 2010 or 0.3%. The increase in sales was favorably impacted by sales of Clean Screen which increased approximately $450,000 over 2009 offset by decreasesappears to be the result of new competitors in salesthe segment including competitors with significant name brand recognition. Sales of Mold Control 500our Touch of approximately $289,900 and other Scott’s Liquid Gold products of approximately $140,200. Sales ofScent^® air fresheners were down by $154,500$22,300 or about 24.4% as this product continues to lose distribution at retail.4.7%.

As sales of a consumer product decline, there is the risk that retail stores will stop carrying the product. The loss of any significant customer for any skin care products, “Scott’s Liquid Gold” wood care or Clean Screen products, could have a significant adverse impact on our revenues and operating results.

We also believe that the introduction of successful new products, including line extensions of existing products, such as the wood wash and our mold remediation product, using the name “Scott’s Liquid Gold”, are important in our efforts to maintain or grow our revenue. In 2009, we introduced Batiste dry shampoo and “Clean Screen”, a new household product under the Scott’s Liquid Gold brand which is designed for use in cleaning the screens of today’s sensitive electronics including televisions, computer monitors and more. Additionally, we regularly review possible additional products to sell through distribution agreements or to manufacture ourselves. To the extent that we manufacture a new product rather than purchase it from external parties, we are also benefited by the use of existing capacity in our facilities. The actual introduction of additional products, the timing of any additional introductions and any revenues realized from new products is uncertain.

On a consolidated basis, cost of goods sold was $8,553,500 for 2011 compared to $7,757,600 for 2010, compared to $8,220,100 for 2009, a decreasean increase of $462,500$795,900 or about 5.6%10.3%, on a sales increase of 1.5%8.5%. As a percentage of consolidated net sales, cost of goods sold was 54.8% in 2011 versus 53.9% in 2010 versus 58.0% in 2009.2010. The change in cost of goods percentage reflects the combined result of a change in the mix of manufactured products away fromto include our Neoteric Diabetic^® Shampoo and Scalp Care product with lower marginstandard margins than other Neoteric skin care products, the benefit of some softeningincreases in steel can prices in 2010, the negative impact on 2009 from the sale of discontinued products at below our cost,petroleum-based raw materials and the decreaseincrease in sales promotion expenses which increasedin total decreased our revenues and thus affected our margins.

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Operating Expenses, Interest Expense and Other Income

OperatingOur operating expenses comprisedincreased by $620,800 in 2011 when compared to 2010. These expenses consist primarily of advertising, selling and general and administrative expenses increased $119,600 in 2010, when compared to 2009. The various components of operating expensesand are discussed below.

Advertising expenses for 20102011 were $405,200$773,300 compared to $369,000$405,200 for the comparable period of 2009,2010, an increase of $36,200$368,100 or about 9.8%90.8%. AsThe increase relates to the cost of a national television campaign for Scott’s Liquid Gold^® wood cleaner and preservative in prior years, we have limited advertisingthe fourth quarter of 2011 as well as a national coupon drop that was part of our cost reduction efforts.the same marketing program.

Selling expenses for 20102011 were $4,149,300$4,527,100 compared to $4,030,800$4,149,300 for 2009,2010, an increase of $118,500$377,800 or about 2.9%9.1%. ThatThe increase was comprised ofof: (1) an increase of $65,500$51,700 in rebates and other consumer sales efforts, an increase in promotional selling expenses of $46,600$55,300 related to sales of Montagne Jeunesse holiday and other displays offset by a decrease in promotional selling expenses of $46,000 related to our diabetic products; (2) an increase in salaries, fringe benefits and related travel expense of $37,600 due$26,900 associated primarily with promotional efforts tied to social networking programs; (3) an increase in health care costs in 2009 coupled with an adjustment of the accrued vacation liability that reduced the fringe benefits expense in 2009, an increase in commissions of $12,700, a decrease in freight expenses of $32,200 (largely resulting from$257,600 reflecting the utilizationcombined effects of a third-party logistics firm), a decreaseincreased fuel surcharges as well as shipping activity associated with increased sales; and (4) an increase of $32,300 in utility costspostage and other expenses associated with promotion and consumer education of $12,000,our diabetic products and a net increase in other selling expenses, nonestudies to learn and understand consumer perceptions of which by itself is significant, of $300.our products and our competitors’ products.

General and administrative expenses for 20102011 were $2,443,200$2,318,100 compared to $2,478,300$2,443,200 for 2009,2010, a decrease of $35,100$125,100 or about 1.4%5.1%. ThatThis decrease resulted primarily fromis attributable to the following two primary factors: (1) a decrease in directorsour allowance for doubtful accounts of approximately $26,000 and (2) a decrease in accrued expenses of approximately $80,300. In 2011, we changed our policies for accruing expenses from the period in which those costs were attributable, to the period in which they were incurred. As such, expenses for audit fees, legal fees and related travel expenseprinting and reporting costs decreased in 2011 as accruals historically had been made for those services in the period for which they were attributed, regardless of $46,200, anwhether they had been incurred. We expect the expenses for these costs to increase in professional fees2012 and expenses of $12,500, and a net decreasethis policy to be applied consistently in various other expense items of $1,400.future periods.

Rental and other income in 20102011 of $139,500$159,200 included $153,100 of net rental receipts, $4,900 in interest earned on our cash reserves, and other income of $1,200 as compared to $131,900 of net rental receipts and $7,600 in interest earned on our cash reserves as comparedin 2010. The increase in rental income is primarily from starting to $19,200receive rent payments in February 2011 for leasing of net rental receiptsan additional one-half floor of our office building. However, these payments stopped at the end of December 2011 when the tenant vacated the space due to financial difficulties.

Interest expense for 2011 was $237,300 and $9,100included $65,400 in interest earned on our cash reserves in 2009.

collateral and/or administrative fees incurred relative to the sale of accounts receivable invoices to Summit. Interest expense for 2010 was $275,800 and included $100,300 in collateral management fees incurred relative to the sale of accounts receivable invoices to Summit Financial Resources. Interest expense for 2009 was $306,500 and included $79,000 in collateral management fees. The overall decrease in interest expense reflectsis the combined result of lower rates with Summit and a new financing arrangement with Wells Fargo, both of which came into effect of the decrease in the average outstanding mortgage liability during 2010 versus 2009.March 2011.

During 20102011 and 2009,2010, expenditures for research and development were not material (under 2% of revenues).

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Liquidity and Capital Resources

Citywide Loan

On June 28, 2006, we entered into a loan with a fifteen year amortization with Citywide Banks (the “Bank”) for $5,156,600 secured by the land, building and fixtures at our Denver, Colorado facilities. Interest on the bank loan (3.25% at December 31, 2010) is at the prime rate as published in The Wall Street Journal, adjusted annually each June. ThisAt December 31, 2011, this rate was 3.25%. The loan requires 180 monthly payments of approximately $38,200. Monthly payments commenced on July 28, 2006.$38,200 each. The loan agreement contains a number of covenants, including the requirement for maintainingus to maintain a current ratio of at least 1:1 and a ratio of consolidated long-term debt to consolidated net worth of not more than 1:1, the aforementioned1. These ratios are to be calculated in accordance with U.S. generally accepted accounting principles.principles in the United States. We may not declare any dividends that would result in a violation of either of these covenants.

Affirmative covenants in the loan agreement concern,include, among other things, compliance in all material respects with applicable laws and regulations and compliance with our agreements with other parties which materially affect our financial condition. Negative covenants require that we not do any ofin the following,loan agreement include, among other things, that without the consent of the Bank: Sell,Bank, we do not: (1) sell, lease or grant a security interest in our assets; (2) engage in any business activity substantially different than those in which we are presently engaged; (3) sell assets out of the ordinary course of business; or (4) purchase another entity or an interest in another entity. TheWe met the foregoing requirements were met atfor the end of 2010.quarter ending December 31, 2011.

Financing AgreementAgreements

We maintainOn November 3, 2008, effective as of October 31, 2008, we entered into a financing agreement with an “asset-based” lenderSummit for the purpose of improving our working capital. PreviouslyThe financing agreement with Summit was amended and restated on March 12, 2009, we executed the “Second Amended2010 and Restated Financing Agreement”then again on March 16, 2011 (effective March 1, 2011) extending. The agreement has a term that expires on September 1, 2012, but it may be renewed for additional 12 month periods unless either party elects to cancel in writing at least 60 days prior to September 1, 2012 and thereafter on the anniversary date to September 1, 2012. of each 12 month period.

The agreement provides for a factoring line up to $1,500,000$1.5 million and is secured primarily by accounts receivable, , inventory, any lease in which we are a lessor and all investment property and guarantees by our active subsidiaries. Under this latest amendment to the financing agreement, the lenderSummit will make loans at our request and in the lender’sits discretion (a) based onon: (1) its purchases of our Accounts by the lender,receivables, with recourse against us, and at an advance rate of 85% (or such other percentage determined by the lenderSummit in its discretion), and (b) based on Acceptable Inventory(2) our inventory not to exceed certain amounts, including an aggregate maximum of $500,000. The term of the current agreement is eighteen months, renewable automatically for additional one-year terms unless either party provides written notice of non-renewal at least 60 days prior to the end of a the current financing period.

Advances under the agreement bear interest at a rate of 1.5% over the prime rate (as published in theThe Wall Street Journal) for the accounts receivable portion of the advances and 4%4.0% over the prime rate for the inventory portion of the borrowings. The prime rate (3.25% as of December 31, 2010)Consequently, our interest cost adjusts with changes in the prime rate. At December 31, 2011, the prime rate was 3.25%.

In addition, there is anare administrative feefees of 1.0% of the average monthly balance of outstanding advances on accounts receivable and a 1.35% administrative feeper month on the average monthly balanceoutstanding loan on the receivable portion of any advance and 1.35% per month on the average monthly outstanding advancesloan on the inventory portion of any advance. Prior to this latest amendment, advances bore interest at a rate of 1.0% over prime on account receivable and 3% over prime on inventory. The fee relative to advances on accounts receivable was 0.28% of the face value of

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the receivables (rather than the advance amount) for each 10-day period that an advance remained outstanding. The fee relative to advances on inventory is unchanged by this latest amendment. The effect of this latest amendment is to reduce the overall cost of funds obtained under this agreement. The agreement provides that noneither we nor our active subsidiaries may engage in a change in control concerning us or any of our active subsidiaries shall occur except withtransaction without the prior written consent of the lender.Summit. Events of default include, but are not limited to, theour failure to make a payment when due or a default occurring on any indebtedness of ours.our other indebtedness.

In 2011, we sold approximately $9,541,800 of our accounts receivables to Summit for approximately $7,743,900. As the advance rate on these accounts receivables was 70% prior to March 1, 2011 and 85% thereafter, we retained an interest equal to 30% of those accounts receivables sold prior to March 1, 2011 and 15% on those sold thereafter. At December 31, 2011, approximately $1,222,900 of this credit line was available for future factoring of accounts receivable invoices. See Note 1(f)1(e) to our Consolidated Financial Statements in Item 8 regarding the accounting treatment of funds obtained under this agreement.from Summit.

On March 16, 2011, under a consent agreement from Summit, we entered into a financing agreement with a bankWells Fargo for the purpose of further lowering the cost of borrowingsborrowing associated with the financing of our accounts receivable. Sale of receivables underPursuant to this agreement, are limited to thosewe may sell accounts receivables of a single account and are subject to a consent agreement between the bank and the asset-based lender discussed above. The agreement may be terminated by either party upon 30 days written notice. Under this agreement, the accounts receivable withfrom our largest customer at a discount to Wells Fargo; provided, however, that Wells Fargo may reject offers to purchase such receivables in its discretion. These receivables may be purchased by the bankWells Fargo at a cost to us equal to LIBOR +plus 1.15% per annum, theannum. The LIBOR rate being either the 30-day, 60-day or 90-day rate dependent uponused depends on the days to maturity of the receivable sold, typically ranging from 102 to 105 days. At December 31, 2011, Wells Fargo used the 104-day LIBOR rate of 0.66%.

The agreement has no fixed termination date, but continues unless terminated by either party giving 30 days prior written notice to the bank (90-day LIBOR rateother party. In 2011, we sold approximately $2,992,476 of our relevant accounts receivable to Wells Fargo for approximately $2,978,951. The difference between the invoiced amount of the receivable and the cash that we received from Wells Fargo is .30% asa cost to us. This cost is in lieu of December 31, 2010).any cash discount our customer would have been allowed and, thus, is treated in a manner consistent with standard trade discounts granted to our customers. See Note 1(e) to our Consolidated Financial Statements in Item 8 regarding the accounting treatment of funds obtained from Wells Fargo.

Liquidity

At December 31, 2011, we had $575,900 in cash and approximately $1,222,900 of our credit line with Summit was available for future factoring of accounts receivable invoices. Our net cash provided by operating activities in 2011 increased by $227,600 to $536,700 as compared to 2010. As discussed above, in the fourth quarter of 2011, we launched a national television campaign for Scott’s Liquid Gold^® wood cleaner and preservative as well as a national coupon drop that was part of the same marketing program. The total costs for the television advertising and coupons were approximately $415,000 compared to approximately $11,000 for coupons during the fall of 2010. While the sales of our wood cleaner and preservative increased as a result of this marketing program, we do not plan to repeat such expenditures for television advertising and coupons in 2012.

During 2010,2011, our working capital decreased by $195,600$447,000 resulting in a current ratio (current assets divided by current liabilities) of 1.03:1 at December 31, 2011 compared to 1.2:1 at December 31, 2010, compared to 1.3:12010. For the year ended December 31, 2011, the primary components of working capital that significantly affected operating cash

flows are the following: (1) trade receivables, net were $388,500 less at December 31, 2009. The decrease in working capital is attributable primarily to the principal reduction in our long-term debt of $319,600.

At December 31, 2010, trade and other receivables were $836,400 versus $314,400 at the end of 2009. As discussed in Note 1(q), on January 1, 2010 the Company adopted new authoritative guidance which prospectively modified the presentation of transferred trade receivables and the related securitized obligation. Had early adoption been permitted then trade and other receivables at December 31, 2009 would have increased $343,700 to $658,100 along with a corresponding increase in current liabilities. Inventories at December 31, 2010 were $303,100 less than at December 31, 2009,2011 due primarily to improvementan increase in the sell-throughour reserve for customer allowances to account for a larger number of distributed productstrade promotion programs in the fourth quarter of 20102011 compared to the same period in 2010 and the accelerated collection on invoices with our largest customer via our financing arrangement with Wells Fargo; (2) inventory, net at December 31, 2011 was $337,700 more than at December 31, 2010 due primarily to purchases of 2009. Prepaidour distributed products to support the increased sales activity for these products; (3) prepaid expenses increased from the end of 2009 by $62,700were $71,600 less at December 31, 2011 due to purchased inventory in transit as ofat December 31, 2010. Accounts2010; and (4) accounts payable accrued payroll and other accrued expenses decreased by $52,000 from the end of 2009 through the end of 2010 corresponding with the decrease and timing ofwas $459,400 more at December 31, 2011 due primarily to increased purchases of inventoryinventory.

We anticipate that our existing cash and rise in receivables over that period.

In spite of the continuing weak economy in the United States, taking into account two new products introduced in the last half of 2009 and the introduction of a line extension in 2010, our management expects net sales in 2011 will be on par, if not surpass net sales in 2010.

Our management also expects that the cost of goods could rise moderately in 2011 compared to 2010 Contributing to significant cost increases in recent years have been the rising costs of steel cans and oils used incash flow from operations, together with our Scott’s Liquid Gold for wood products. Oil costs were down significantly in 2010 from 2009, however, it is not possible to predict how

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stable or volatile oil prices will be in 2011 despite early indications the prices are rising again. Management was successful in negotiating better prices on our steel cans for 2010 over 2009 prices. Freight costs in 2010 were down over 2009 in combinationcurrent borrowing arrangements with declining fuel prices and contracting with a third party logistics firm. Whether or not such freight savings can be replicated in 2011 is greatly dependent upon the price of oil and fuel in the global markets. We continued our efforts from 2009 into 2010 to reduce operating costs through the elimination or consolidation of staffing and other resources, thus we expect that operating costs in 2011 to remain about the same as in 2010. The existing and any new lease by the Company of space in its office building will increase other income and improve cash flow.

As indicated above, we have in place financing agreements, for working capital, with Summit Financial Resources, an asset-based lender and Wells Fargo Bank. The Summit agreement is for up to $1.5 million and is expected to provide working capital which may be necessary to meet the needs of the Company for 2011. We have, in general, high quality accounts receivable which may be sold pursuant to this agreement. In addition, as much as $500,000 of the $1.5 million may be obtained through the sale of inventory. The Summit Financial Resources agreement has a term of eighteen months which expires September 1, 2012, however, it is automatically renewed for 12 months unless either party elects to cancel in writing at least 60 days prior to the anniversary date. Under a consent agreement between Summit and Wells Fargo, Bank,will be sufficient to meet our cash requirements for the Wells Fargo agreement allows us to sell our receivables with Wal-Mart to Wells Fargo under terms and at a cost more favorable than is available directly with Summit. The Wells Fargo agreement, dated March 16, 2011, has no specified term of duration and may be cancelled by either party on 30 days written notice.

next 12 months. We do not have noany significant capital expenditures planned for 2011.2012.

As a result of the foregoing, we expect that our available cash, projected cash flows from operating activities, and borrowings available under the Summit Financial Resources agreement will fund the cash requirements for the year ending December 31, 2011.

In order to improve our liquidity and our operating results, we will also continue to pursue the following steps: the sale or lease of all or a portion of our real estate which we have listed with a real estate firm (see Item 2. Property above), efforts to improve revenues, a further reduction in our fixed operating expense if needed, and potentially the addition of external financing.

Our dependence on operating cash flow means that risks involved in our business can significantly affect our liquidity. Any loss of a significant customer, any further decreases in distribution of our skin care or household products, any new competitive products affecting sales levels of our products, or any significant expense not included in our internal budget could result in the need to raise cash. We have no arrangements for any additional external financing of debt or equity, and we are not certain whether any such financing would be available on acceptable terms. In order to improve our operating cash flow, we need to achieve profitability. Please see “Risk Factors” in Item 1A above.

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The following table sets forth our contractual obligations in the aggregate. We have no capital lease obligations, unconditional purchase obligations or other long-term contractual obligations. Our long-term debt interest rate is a variable rate.

CONTRACTUAL OBLIGATIONS

Not applicable.Applicable.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and shareholders of ScottsShareholders

Scott’s Liquid Gold-Inc.

Denver, Colorado

We have audited the accompanying consolidated balance sheets of ScottsScott’s Liquid Gold-Inc. and subsidiaries (the “Company”) as of December 31, 20102011 and 2009,2010, and the related consolidated statements of operations, shareholders’ equity, and comprehensive income (loss), and cash flows for each of the two years then ended.in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Scotts Liquid Gold-Inc. and subsidiaries as of December 31, 20102011 and 2009,2010, and the results of itstheir operations and itstheir cash flows for each of the two years thenin the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1(f) to the consolidated financial statements, in 2010 the Company adopted the FASB’s amended authoritative guidance as it relates to transfers of financial assets.

/s/ EHRHARDT KEEFE STEINER & HOTTMAN PC

Denver, Colorado

March 29, 201130, 2012

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Consolidated Statements of Operations

See accompanying notes to consolidated financial statements.these Consolidated Financial Statements.

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Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.these Consolidated Financial Statements.

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Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss)

See accompanying notes to consolidated financial statements.these Consolidated Financial Statements.

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Consolidated Statements of Cash Flows

See accompanying notes to consolidated financial statements.these Consolidated Financial Statements.

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Note 1. Organization and Summary of Significant Accounting Policies

Scott’s Liquid Gold-Inc. (a Colorado corporation) was incorporated on February 15, 1954. Scott’s Liquid Gold-Inc. and its wholly-owned subsidiaries (collectively, the “Company”, “we”, “our” or “our”“us”) develop, manufacture, market and marketsell quality household and skin and hair care products, and we fill, package and market our Mold Control 500 product. Since the first quarter of 2001, we have acted as aproducts. We are also an exclusive distributor in the United States of beauty care products contained in individualMontagne Jeunesse skin sachets and Batiste dry shampoo manufactured by Montagne Jeunesse. In 2006, 2007 and 2009, we began the distribution of certaintwo other products.companies. Our business is comprised of two segments, household products and skin and hair care products.

We have experienced significant losses over an extended number of years primarily attributable to sales declines and have used a significant amount of our cash reserves to fund operations and for debt service. To address these trends, managementwe have implemented cost reduction initiatives, entered into a financing agreementagreements (Note 4)1(e)) and continuescontinue to focus on oldexisting and new product sales and distribution at improved margins to increase our cash provided by operations.

As a result of the foregoing, the Company haswe have successfully reduced operating costs such that 20102011 and 20092010 costs reflect decreases of approximately 28%20% and 29%28%, respectively, over the average of the five years preceding 2009 against sales decreases of 26% (2010) and 27% (2009) over that2009. In comparison to the same preceding period.period, sales decreased by approximately 18% in 2011 and 26% in 2010.

In October 2009, we executedentered into a five-year lease of the secondfor one floor of our five-story office building to an established subsidiary of an international company with rental receipts that commencedcompany. We began to receive rent payments in November 2009. Similarly, inIn August 2010, we executed a two-year lease offor one-half a floor of our office building to an unrelated party. We began to receive rent payments in which lease receipts commence February 2011. However, these payments stopped at the end of December 2011 when the tenant vacated the space due to financial difficulties.

With the cost reductions discussed above fully in effect for 2011 in conjunctionWe anticipate that our existing cash and our cash flow from operations, together with two new product introductions in mid to late 2009 (“Clean Screen” and Batiste dry shampoo), the leasing out of office space noted above, and the asset-based financing agreementour current borrowing arrangements with Summit Financial Resources, discussed below in Note 4, the Company expects that available cash, projected cash flows from operating activities,L.P. (“Summit”) and borrowings available under the Summit Financial Resources agreementWells Fargo Bank, National Association (“Wells Fargo”) will fund thebe sufficient to meet our cash requirements for the year ending December 31, 2011.next 12 months. We do not have any significant capital expenditures planned for 2012.

Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires managementus to make estimates and assumptions that affect the reported amounts in our financial statements of assets and liabilities, the disclosure of contingent 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.expenses. Significant estimates also include, but are not limited to, realizabilitythe realization of deferred tax assets, reserves for slow moving and obsolete inventory, customer returns and allowances and coupon redemptions, and bad debts.

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We consider all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents.

We follow FASB authoritative guidance as it relates to accounting for certain investments in debt and equity securities which requires that we classify investments in marketable securities according to management’s intended use of such investments. We invest our excess cash and have established guidelines relative to diversification and maturities in an effort to maintain safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. We consider all investments as available for use in our current operations and, therefore, classify them as short-term, available-for-sale investments. Available-for-sale investments are stated at fair value, with unrealized gains and losses, if any, reported net of tax, as a separate component of shareholders’ equity and comprehensive income (loss). The cost of the securities sold is based on the specific identification method. Investments in corporate and government securities as of December 31, 2009 matured in 2010 and there are no such investments outstanding as of December 31, 2010.

On November 3, 2008, effective as of October 31, 2008, we establishedentered into a $1,200,000financing agreement with Summit for the purpose of improving working capital. The financing agreement with Summit was amended on March 12, 2010 and then again on March 16, 2011 (effective March 1, 2011). The agreement has a term that expires on September 1, 2012, but it may be renewed for additional 12 month periods unless either party elects to cancel in writing at least 60 days prior to September 1, 2012 and thereafter on the anniversary date of each 12 month period.

The agreement provides for a factoring line with an asset-based lender, Summit Financial Resources (“Lender”),up to $1.5 million and is secured primarily by accounts receivable, inventory, any lease in which we are a lessor and all investment property and guarantees by our active subsidiaries. This facility enablesUnder the agreement, Summit will make loans at our request and in its discretion based on: (1) its purchases of our receivables, with recourse against us, at an advance rate of 85% (or such other percentage determined by Summit in its discretion) and (2) our inventory not to sell selectedexceed certain amounts, including an aggregate maximum of $500,000. Advances under the agreement bear interest at a rate of 1.5% over the prime rate (as published in The Wall Street Journal) for the accounts receivable invoicesportion of the advances and 4.0% over the prime rate for the inventory portion of the borrowings. Consequently, our interest cost adjusts with changes in the prime rate. At December 31, 2011, the prime rate was 3.25%.

In addition there are administrative fees of 1.0% per month on the average monthly outstanding loan on the receivable portion of any advance and 1.35% per month on the average monthly outstanding loan on the inventory portion of any advance. The agreement provides that neither we nor our active subsidiaries may engage in a change in control transaction without the prior written consent of Summit. Events of default include, but are not limited to, the Lender with full recourse against us. our failure to make a payment when due or a default occurring on any of our other indebtedness.

In 2010,2011, we sold approximately $10,547,200$9,541,800 of our accounts receivable invoicesreceivables to the Lender under a financing agreementSummit for approximately $7,383,100. The Company retains$7,743,900. As the advance rate on these accounts receivables was 70% prior to March 1, 2011 and 85% thereafter, we retained an interest equal to 30% of the totalthose accounts receivable invoicereceivables sold prior to the Lender less a collateral management feeMarch 1, 2011 and 15% of 0.28% for each 10-day period that an accounts receivable invoice is uncollected plus a daily finance fee, based on Wall Street Journal prime (3.25% at December 31, 2010) plus 1%, imposed on (a) the net of the outstanding accounts receivable invoices less (b) retained amounts due to us.those sold thereafter. At December 31, 2010,2011, approximately $859,100$1,222,900 of this credit line was available for future factoring of accounts receivable invoices.

We have adoptedreport these transactions using the FASB’s amendedFinancial Accounting Standards Board’s (“FASB”) authoritative guidance which was issued in June 2009 and which became effective January 1, 2010 as it relates to distinguishing between transfers of financial assets that are sales from transfers that are secured borrowings. Under this new guidance as adopted by the Company effective January 1, 2010, the reporting of the sale of accounts receivable is treated as a secured borrowing rather than as a sale. As a result, affected accounts receivable are reported under Current Assets within the Company’sour balance sheet as “Trade receivables” subject to reserves for doubtful accounts, returns and other allowances.receivables, net.” Similarly, the net liability owing to Summit Financial Resources appears as “Obligations collateralized by receivables” within the Current Liabilities section of the Company’sour balance sheet. Net proceeds received from the sale of accounts receivable appear as cash provided or used by financing activities within the Company’sour Consolidated Statements of Cash Flows. Early adoption

On March 16, 2011, under a consent agreement from Summit, we entered into a financing agreement with Wells Fargo for the purpose of further lowering the cost of borrowing associated with the financing of our accounts receivable. Pursuant to this amended guidance was not permitted. Had early adoption been permitted then trade and otheragreement, we may sell accounts receivables from our largest customer at a discount to Wells Fargo; provided, however, that Wells Fargo may reject offers to purchase such receivables in its discretion. These receivables may be purchased by Wells Fargo at a cost to us equal to LIBOR plus 1.15% per annum. The LIBOR rate used depends on the days to maturity of the receivable sold, typically ranging from 102 to 105 days. At December 31, 20092011, Wells Fargo used the 104-day LIBOR rate of 0.66%.

The agreement has no fixed termination date, but continues unless terminated by either party giving 30 days prior written notice to the other party. In 2011, we sold approximately $2,992,476 of our relevant accounts receivable to Wells Fargo for approximately $2,978,951. The difference between the invoiced amount of the receivable and the cash that we received from Wells Fargo is a cost to us. This cost is in lieu of any cash discount our customer would have increased $343,700been allowed and, thus, is treated in a manner consistent with standard trade discounts granted to $658,100 along withour customers.

The reporting of the sale of accounts receivables to Wells Fargo is treated as a corresponding increase in current liabilities. Undersale rather than as a secured borrowing. As a result, affected accounts receivables are relieved from the authoritative guidance in effect prior toCompany’s financial statements upon receipt of the amended guidance noted above, after a transfer of

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financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished.cash proceeds.

Inventories consist of raw materials and finished goods and are stated at the lower of cost (first-in, first-out method) or market. We record a reserve for slow moving and obsolete products and raw materials. We estimate reserves for slow moving and obsolete products and raw materialsthis reserve based upon historical and anticipated sales. Amounts are stated in Note 2.

Property, plant and equipment are recorded at historical cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to forty-five years. Building structures and building improvements are estimated to have useful lives of 35 to 45 years and 3three to 20 years, respectively. Production equipment and production support equipment are estimated to have useful lives of 15 to 20 years and 3three to 10 years, respectively. Office furniture and office machines are estimated to have useful lives of 10 to 20 and 3three to 5five years, respectively. Carpeting,Carpets, drapes and company vehicles are estimated to have useful lives of 5five to 10 years. Maintenance and repairs are expensed as incurred. Improvements that extend the useful lives of the assetsasset or provide improved efficiency are capitalized.

Financial instruments which potentially subject us to concentrations of credit risk include cash and cash equivalents investments in marketable securities, and trade receivables. We maintain our cash balances in the form of bank demand deposits with financial institutions that management believeswe believe are creditworthy. Periodically throughout the year, the Company haswe have maintained balances in various operating accounts in excess of federally insured limits. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. We have no significant financial instruments with off-balance sheet risk of accounting loss, such as foreign exchange contracts, option contracts or other foreign currency hedging arrangements.

The recorded amounts for cash and cash equivalents, receivables, other current assets, and accounts payable and accrued expenses approximate fair value due to the short-term nature of these financial instruments. Our long-term debt bears interest at a fixed rate that adjusts annually on the anniversary date to athe then prime rate. The carrying value of our long-term debt approximates fair value as of December 31, 2010.2011.

We follow FASB authoritative guidance as it relates to the proper accounting treatment for the impairment or disposal of long-lived assets. This guidance requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

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As of December 31, 2010,2011, due to changes in the real estate market in Denver, Colorado, and the continuing economic downturn, we conducted an evaluation into the fair value impairment as regardsof our property, plant and equipment with particular attention to our land and office, warehouse and manufacturing buildings (“facilities”(the “Facilities”) which. The Facilities have an original cost of $17,485,800 and a depreciated book value at December 31, 20102011 of approximately $10,423,800. For $10,068,900. We evaluated

the facilities, we performed an evaluation utilizingvalue of the Facilities using both an income capitalization model employing rental, vacancyapproach and capitalization rates obtained from independenta market data relative to our area of the Denver market as well as the actual rental rate in effect in the current lease of a portion of our office space.value approach. This evaluation returned a range of fair value estimates in excess of (a) the carrying value of the facilities and (b) the current listing price for the facilities. We currently have the facilities listed for sale at the price of $11,500,000 for the improved property plus an unstated amount for an unimproved, adjacent 5.5 acre parcel of land with a value estimated by us at $1,200,000.between approximately $10.1 million to $10.6 million. Based upon ourthis evaluation, we find there to be no impairment in the carrying values of our long-lived assets at December 31, 2010; however, the2011. The valuation of our facilitiesFacilities, however, can be affected by future events, including changes in the economy and the commercial real estate market in which our facilitiesFacilities are located.

We follow FASB authoritative guidance for the accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective income tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which related temporary differences become deductible. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Taxes are reported based on tax positions that meet a more-likely-than-not standard and that are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. We classify penalty and interest expense related to income tax liabilities as an income tax expense. There are no significant interest and penalties recognized in the statement of operations or accrued on the balance sheet.

RevenueOur revenue recognition policy is recognizedsignificant because the amount and timing of revenue is a key component of our results of operations. We follow guidance issued by the FASB, which requires that certain criteria be met in order to recognize revenue. If this criteria is not met, then the associated revenue is deferred until it is met. In our case, the criteria generally is met when we have an arrangement exists to sell oura product, we have delivered suchthe product in accordance with that arrangement, the sales price of the product is determinable and collectibility is probable. Reserveswe believe that we will be paid for estimated market development support, pricing allowancesthe sale.

We establish reserves for customer returns of our products and customer allowances. We estimate these reserves based upon, among other things, an assessment of historical trends, information from customers and anticipated returns related to current sales activity. These reserves are providedestablished in the period of sale as a reductionand reduce our revenue in that period.

Our reserve for customer allowances includes primarily reserves for trade promotions to support price features, displays and other merchandising of revenue. Reserves forour products to our customers. The actual level of returns and customer allowances are recorded as a reductioninfluenced by several factors, including the promotional efforts of revenue,our customers, changes in mix of our customers, changes in the mix of the products we sell and are maintained at a levelthe maturity of the product. We may change our estimates based on actual results and consideration of other factors that management believescause returns and allowances. In the event that actual results differ from our estimates, the results of future periods may be impacted.

We have also established an allowance for doubtful accounts. We estimate this allowance based upon, among other things, an assessment of the credit risk of specific customers and historical trends. We believe our allowance for doubtful accounts is appropriateadequate to accountabsorb any losses which may arise. In the event that actual losses differ from our estimates, the results of future periods may be impacted.

We also establish reserves for amounts applicable to existing sales. Reserves for coupons, rebates and certain other promotional activitiesprograms for consumers. We estimate these reserves based upon, among other things, an assessment of historical trends and current sales activity. These reserves are recorded as a reduction of revenue at the later of the date at which the related revenue is recognized or the date at which the salessale incentive is offered.

At December 31, 20102011 and December 31, 20092010 approximately $303,000$497,000 and $403,000,$303,000, respectively, had been reserved for as a reduction of accounts receivable, and approximately $73,000$85,000 and $23,000,$73,000, respectively, had been reserved as current liabilities. Co-op advertising, marketing funds, slotting feesTrade promotions to our customers and incentives such as coupons and rebates to the consumer are deducted from gross sales and totaled $1,315,200 and $1,141,800 and $1,209,500 infor the twelve monthsyears ended December 31, 20102011 and 2009,2010, respectively.

Advertising costs are expensed as incurred.

During 2010,2011, we granted 909,50030,000 options for shares of our common stock to four officers, foura non-employee directors and fifty-four employeesdirector at $0.20 to $0.30$0.37 per share. The options which vest ratably over forty-eight months, or upon a change in control, and which expire after five years, were granted at or above120% of the market value as of the date of grant.

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