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. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of, ~~August 12,~~November 13, 2022 the registrant had ~~12,749,156~~ 12,805,663shares of its common stock, $0.10 par value per share, outstanding.

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, in addition to historical information. All statements, other than statements of historical facts, included in this Report that address activities, events, or developments with respect to our financial condition, results of operations, or economic performance that we expect, believe, or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements. You can typically identify forward-looking statements by the use of words, such as “may,” “could,” “should,” “assume,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” and other similar words. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

The forward-looking statements contained in this Report are based on management’s current expectations and are subject to uncertainty and changes in circumstances. We cannot assure you that future developments affecting us will be those that we have anticipated. 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:

We caution you that forward-looking statements are not guarantees of future performance and that actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this Report speak as of the filing date of this Report. Although we may from time to time voluntarily update our prior forward-looking statements, 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.


	Three months ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Net sales	$	5,383		$	7,769		$	11,172		$	16,613		$	4,277		$	7,970		$	15,449		$	24,583
Cost of sales		3,108			4,662			5,978			9,525			2,358			5,100			8,337			14,624
Gross profit		2,275			3,107			5,194			7,088			1,919			2,870			7,112			9,959

Operating expenses:
Advertising		174			203			326			362			166			144			492			506
Selling		1,844			2,392			4,061			4,801			1,691			2,542			5,752			7,388
General and administrative		698			1,687			1,444			2,972			578			836			2,020			3,782
Intangible asset amortization		121			264			226			529			87			278			313			834
Impairment of goodwill and intangible assets		3,589			-			3,589			-			-			-			3,589			-
Total operating expenses		6,426			4,546			9,646			8,664			2,522			3,800			12,166			12,510
Loss from operations		(4,151	)		(1,439	)		(4,452	)		(1,576	)		(603	)		(930	)		(5,054	)		(2,551	)

Interest expense		(130	)		(76	)		(280	)		(110	)		(139	)		(109	)		(419	)		(219	)
Loss before income taxes and discontinued operations		(4,281	)		(1,515	)		(4,732	)		(1,686	)		(742	)		(1,039	)		(5,473	)		(2,770	)
Income tax (expense) benefit		(52	)		400			(52	)		445
Income tax expense														(2	)		(1,224	)		(55	)		(798	)
Loss from continuing operations		(4,333	)		(1,115	)		(4,784	)		(1,241	)		(744	)		(2,263	)		(5,528	)		(3,568	)
Income (loss) from discontinued operations, net of taxes		-			49			-			(105	)
Loss from discontinued operations, net of taxes														-			(205	)		-			(246	)
Net loss	$	(4,333	)	$	(1,066	)	$	(4,784	)	$	(1,346	)	$	(744	)	$	(2,468	)	$	(5,528	)	$	(3,814	)

Basic and diluted net loss per common shares:
Loss from continuing operations	$	(0.34	)	$	(0.08	)	$	(0.38	)	$	(0.10	)	$	(0.06	)	$	(0.18	)	$	(0.43	)	$	(0.28	)
Loss from discontinued operations	$	-		$	-		$	-		$	(0.01	)	$	-		$	(0.02	)	$	-		$	(0.02	)
Net loss	$	(0.34	)	$	(0.08	)	$	(0.38	)	$	(0.11	)	$	(0.06	)	$	(0.20	)	$	(0.43	)	$	(0.30	)

Weighted average shares outstanding:
Basic and diluted		12,749			12,618			12,745			12,618			12,749			12,642			12,747			12,628


	June 30,			December 31,		September 30,			December 31,
	2022			2021		2022			2021
Assets
Current assets:
Cash	$	66		$	770	$	14		$	770
Restricted cash		250			500		125			500
Accounts receivable, net		1,693			3,516		1,791			3,516
Inventories		5,842			5,677		6,289			5,677
Income taxes receivable		275			320		247			320
Prepaid expenses		293			436		214			436
Total current assets		8,419			11,219		8,680			11,219

Property and equipment, net		4			7		3			7
Goodwill		838			1,710		838			1,710
Intangible assets, net		2,359			5,160		2,272			5,160
Operating lease right-of-use assets		2,614			2,735		2,553			2,735
Other assets		38			38		38			38
Total assets	$	14,272		$	20,869	$	14,384		$	20,869

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,161		$	2,647	$	1,750		$	2,647
Accrued expenses		626			747		397			747
Current portion of long-term debt		180			1,000		2,684			1,000
Operating lease liabilities, current portion		259			251		264			251
Total current liabilities		3,226			4,645		5,095			4,645

Long-term debt, net of current portion and debt issuance costs		1,528			1,876		555			1,876
Operating lease liabilities, net of current		2,649			2,780		2,581			2,780
Other liabilities		27			27		27			27
Total liabilities		7,430			9,328		8,258			9,328

Shareholders’ equity:
Preferred Stock, no par value, authorized 20,000 shares; 0 shares issued and outstanding		-			-
Common Stock; $0.10 par value, authorized 50,000 shares; issued and outstanding 12,749 shares (2022) and 12,727 shares (2021)		1,275			1,273
Preferred Stock, no par value, authorized 20,000 shares; no shares issued and outstanding							-			-
Common Stock; $0.10 par value, authorized 50,000 shares; issued and outstanding 12,749 shares (2022) and 12,727 shares (2021)							1,275			1,273
Capital in excess of par		7,872			7,789		7,900			7,789
(Accumulated deficit) retained earnings		(2,305	)		2,479		(3,049	)		2,479
Total shareholders’ equity		6,842			11,541		6,126			11,541
Total liabilities and shareholders’ equity	$	14,272		$	20,869	$	14,384		$	20,869


	Common Stock												Common Stock
	Shares		Amount		Capital in Excess of Par		(Accumulated Deficit) Retained Earnings			Total			Shares		Amount		Capital in Excess of Par			(Accumulated Deficit) Retained Earnings			Total
Balance, December 31, 2021		12,727	$	1,273	$	7,789	$	2,479		$	11,541			12,727	$	1,273	$	7,789		$	2,479		$	11,541
Stock-based compensation		-		-		35		-			35			-		-		35			-			35
Net loss		-		-		-		(451	)		(451	)		-		-		-			(451	)		(451	)
Restricted stock unit vesting		22		2		26		-			28			22		2		26			-			28
Balance, March 31, 2022 (Unaudited)		12,749		1,275		7,850		2,028			11,153			12,749		1,275		7,850			2,028			11,153
Stock-based compensation		-		-		22		-			22			-		-		22			-			22
Net loss		-		-		-		(4,333	)		(4,333	)		-		-		-			(4,333	)		(4,333	)
Balance, June 30, 2022 (Unaudited)		12,749	$	1,275	$	7,872	$	(2,305	)	$	6,842			12,749		1,275		7,872			(2,305	)		6,842
Stock-based compensation														-		-		28			-			28
Net loss														-		-		-			(744	)		(744	)
Balance, September 30, 2022 (Unaudited)														12,749	$	1,275	$	7,900		$	(3,049	)	$	6,126

Balance, December 31, 2020		12,618	$	1,262	$	7,633	$	13,570		$	22,465			12,618	$	1,262	$	7,633		$	13,570		$	22,465
Stock-based compensation		-		-		69		-			69			-		-		69			-			69
Net loss		-		-		-		(280	)		(280	)		-		-		-			(280	)		(280	)
Balance, March 31, 2021 (Unaudited)		12,618		1,262		7,702		13,290			22,254			12,618		1,262		7,702			13,290			22,254
Stock-based compensation		-		-		33		-			33			-		-		33			-			33
Net loss		-		-		-		(1,066	)		(1,066	)		-		-		-			(1,066	)		(1,066	)
Balance, June 30, 2021 (Unaudited)		12,618	$	1,262	$	7,735	$	12,224		$	21,221			12,618		1,262		7,735			12,224			21,221
Stock-based compensation														-		-		(3	)		-			(3	)
Stock options exercised														45		4		53			-			57
Restricted stock unit vesting														3		-		-			-			-
Net loss														-		-		-			(2,468	)		(2,468	)
Balance, September 30, 2021 (Unaudited)														12,666	$	1,266	$	7,785		$	9,756		$	18,807

~~See accompanying notes to these Condensed Consolidated Financial Statements.~~

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 “us”) develop, market and sell high quality ~~products. Our business is comprised of 2~~products in two segments: household products and health and beauty care products.

Our Condensed Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

On December 23, 2021, we entered into an asset purchase agreement with a buyer, pursuant to which we agreed to sell to all of our right, title and interest in and to certain assets of the Dryel® product line. We have reflected the operations of the Dryel® product line as discontinued operations for all periods presented, which were previously classified under our household products segment. See Note 23 for further information.

The unaudited Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets, and Condensed Consolidated Statements of Cash Flows included in this Report have been prepared by the Company. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at ~~June~~September 30, 2022 and results of operations and cash flows for all periods have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These Condensed Consolidated Financial Statements should be read in conjunction with our financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the period ended ~~June~~September 30, 2022 are not necessarily indicative of the operating results for the full year and are unaudited.

The preparation of financial statements in conformity with GAAP requires us 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. Significant estimates include, but are not limited to, the realization of deferred tax assets, reserves for slow moving and obsolete inventory, customer returns and allowances, intangible asset useful lives and amortization method, fair value of assets acquired in business combinations, operating lease right-of-use assets and operating lease liabilities, and stock-based compensation. Actual results could differ from our estimates.

Inventories consist of raw materials and finished goods and are stated at the lower of cost (first-in, first-out method) or net realizable value, which is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We estimate an inventory reserve, which is generally not material to our financial statements, for slow moving and obsolete products and raw materials based upon, among other things, an assessment of historical and anticipated sales of our products. In the event that actual results differ from our estimates, the results of future periods may be impacted.

Our remaining raw materials balance is to be sold to contract manufacturing partners based on production demand.

Property 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 20 ~~years.~~years. Office furniture and office machines are estimated to have useful lives of 10 to 20 years and three to five years, respectively. Maintenance and repairs are expensed as incurred. Improvements that extend the useful lives of the asset or provide improved efficiency are capitalized.

Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.

Certain nonlease components, such as maintenance and other services provided by the lessor, are included in the valuation of the lease. Leases with an initial term of 12 months or less, which are not material to our financial statements, are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. Lease agreements with lease and nonlease components are combined as a single lease component.

The Company evaluates reimbursable leasehold improvements based on whether improvements are indicative of a lessor or lessee asset. The Company concluded that all of its reimbursable leasehold improvement payments have qualified as lessor assets and, as such, have accounted for leasehold improvement payments as prepaid rent included in prepaid expenses on the Condensed Consolidated Balance Sheets.

~~Goodwill~~ is~~subject~~to~~impairmenttests~~at~~leastannually~~or~~whenevents~~or~~changes~~in~~circumstancesindicatethat~~an~~assetmay~~be~~impaired.Otherintangibleassetswithfinitelives,such~~as~~customerrelationships,tradenames,andformulas,areamortizedovertheirestimatedusefullives,generallyrangingfrom~~5 to ~~25 years.~~20 years. AmortizationexpenserelatedtointangibleassetsisincludedinOperating Expenses on the Condensed Consolidated Statement of Operations.

Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. Amortization will be recorded over the estimated useful life of the software once the software is ready for its intended use and placed into service. In the second quarter of 2022, our internal-use software was implemented for its intended use. The estimated useful life for internal-use software is five years and will be periodically reassessed based on considerations for obsolescence, technology, competition, and other economic factors.

Financial instruments which potentially subject us to concentrations of credit risk include cash, restricted cash, and accounts receivable. We maintain our cash balances in the form of bank demand deposits with financial institutions that we believe are creditworthy. Historically, we have maintained balances in various operating accounts in excess of federally insured limits. We establish an allowance for doubtful accounts, which is generally not material to our financial statements, based upon factors surrounding the credit risk of specific customers, historical trends and other information. We have 0no 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, restricted cash, receivables, other current assets, accounts payable, and accrued expenses approximate fair value due to the short-term nature of these financial instruments.

Income taxes reflect the tax effects of transactions reported in the Condensed Consolidated Financial Statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. A valuation allowance is established 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 or expense. We classify penalty and interest expense related to income tax liabilities as an income tax expense. There are 0no significant interest and penalties recognized in the Condensed Consolidated Statements of Income or accrued on the Condensed Consolidated Balance Sheets.

Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes for the three and ~~six~~nine months ended ~~June~~September 30, 2022 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of ~~21%~~21% to pre-tax income primarily due to valuation allowance. The effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was ~~0.0%~~0.0% and ~~26.4%~~21.6% respectively.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, and permanent differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes.

In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to realize deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not meet the more likely than not threshold for realizability. Accordingly, a valuation allowance has been recorded against the Company’s net deferred tax assets as of ~~June~~September 30, 2022, and December 31, 2021.

On March 27, 2020, President Trump signed into U.S. federal law the CARES Act, which is aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. In particular, under the CARES Act, NOLs arising in 2018, 2019, and 2020 taxable years may be carried back to each of the preceding five years to generate a refund. The tax impact of the carryback of the 2020 loss was recorded in the first quarter 2021 income tax provision. We elected to defer our portion of social security tax payments, and we paid this liability in the third quarter of 2021.

Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until it is met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Our revenue contracts are identified when purchase orders are received and accepted from customers and represent a single performance obligation to sell our products to a customer.

Net sales reflect the transaction prices for contracts, which include products shipped at selling list prices reduced by variable consideration. Variable consideration includes estimates for expected customer allowances, promotional programs for consumers, and sales returns. Based on our customer-by-customer history, our variable consideration estimates are generally accurate and subsequent adjustments are generally immaterial.

Variable consideration is primarily comprised of customer allowances. Customer allowances primarily include reserves for trade promotions to support price features, displays, slotting fees, and other merchandising of our products to our customers. Promotional programs for consumers primarily include coupons, rebates, and certain other promotional programs, and do not represent a significant portion of variable consideration. The costs of both customer allowances and promotional programs for consumers are estimated using either the expected value or most likely amount approach, depending on the nature of the allowance, using all reasonably available information, including our historical experience and current expectations. Customer allowances and promotional programs for consumers are reflected in the transaction price when sales are recorded. We may adjust our estimates based on actual results and consideration of other factors that cause allowances. In the event that actual results differ from our estimates, the results of future periods may be impacted.

Sales returns are generally not material to our financial statements, and do not comprise a significant portion of variable consideration. Estimates for sales returns are based on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These estimates are established in the period of sale and reduce our revenue in that period.

Sales are recorded at the time that control of the products is transferred to customers. In evaluating the timing of the transfer of control of products to customers, we consider several indicators, including significant risks and rewards of products, our right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers.

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 adequate to absorb any losses which may arise. In the event that actual losses differ from our estimates, the results of future periods may be impacted.

We account for share based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. We determine the estimated grant-date fair value of stock options with only service conditions using the Black-Scholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including the estimated fair value of underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. We recognize compensation costs ratably over the vesting period using the straight-line method, which approximates the service period.

The Company issues restricted stock unit ("RSUs") awards with restrictions that lapse upon the passage of time (service vesting) and satisfaction of market conditions targeted to our Company’s stock price. For those RSU awards with only service vesting, the Company recognizes compensation cost on a straight-line basis over the service period. For awards with both market and service conditions, the Company starts recognizing compensation cost over the requisite service period, with the effect of the market conditions reflected in the calculation of the award's fair value at grant date. The Company values awards with only service vesting requirements based on the grant date share price. The Company values awards with market and service conditions using a Monte Carlo simulation. The Company determines the requisite service period for awards with both market and service conditions based on the longer of the explicit service period and the derived service period. Stock awards that contain market vesting conditions are included in the computations of diluted EPS reflecting the average number of shares that would be issued based on the highest 30-day average market price during the reporting periods, if their effect is dilutive. If the condition is based on an average of market prices over some period of time, the corresponding average for the period is used.

Cost of sales includes costs associated with the purchase of goods from our third-party manufacturing ~~and distribution including~~partners, which include labor, materials, and other expenses associated with the manufacturing of our products, freight-in, purchasing and receiving, quality control, repairs, maintenance, and other indirect ~~costs, as well as warehousing and distribution~~ costs. We classify freight-out as selling expenses. Other selling expenses consist primarily of costs for warehousing and distribution, sales and sales support personnel, brokerage commissions, customer compliance fines, and promotional costs. Freight-out costs included in selling expenses totaled ~~$456~~$429 and ~~$898~~$624 for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and totaled ~~$1,296~~$1,725 and ~~$1,904~~$2,163 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

General and administrative expenses consist primarily of wages and benefits associated with management and administrative support departments, business insurance costs, professional fees, office facility related expenses, and other general support costs.

On April 29, 2021, the Company announced that Mark E. Goldstein, the President and Chief Executive Officer of the Company and a member of the Board of Directors, retired effective as of April 26, ~~2021.~~2021. In connection with Mr. Goldstein’s retirement, the Company and Mr. Goldstein entered into a Separation Agreement, Waiver and Release (the “Separation Agreement”), pursuant to which the Company will pay Mr. Goldstein ~~$720~~$720 in severance payments (equal to 18 months base salary) over a period of 30 months and reimbursement for the costs of continuing health benefits for a period of 18 months. Severance costs of ~~$805~~$805 were recognized in the second quarter of 2021 and are included in general and administrative expenses. Accrued severance costs are included in accrued expenses on the Condensed Consolidated Balance ~~Sheets.~~Sheets.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The purpose of ASU 2020-04 is to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance primarily provides temporary optional expedients which simplify the accounting for contract modifications to existing debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply amendments prospectively through December 31, 2022. The ~~optional expedients were available to be used upon issuance~~Company adopted ASU 2020-04 effective July 1, 2022. The adoption of this standard did not have a material impact on our financial statements.

On December 23, 2021, we entered into an asset purchase agreement with a buyer, pursuant to which we agreed to sell all of our right, title and interest in and to certain assets of the Dryel® product line. The total consideration paid to us was ~~$4,850,~~$4,850, plus an amount equal to the value of the Dryel® inventory of ~~$440,~~$440, subject to post-close adjustment. At closing, ~~$500~~$500 of the total consideration was held in escrow for a twelve-month period following the closing date, to be released ratably in four installments in 2022. We received the first 2three installment payments during the first ~~six~~nine months ended ~~June~~September 30, 2022. This consideration is reflected as Restricted Cash on the Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2022 and December 31, 2021, respectively. Dryel~~Dryel~~^® generated approximately ~~$2,800~~$2,800 of net sales in the trailing twelve-month period ending December 31, ~~2021~~2021..

Under ASC 360, a long-lived asset group should be classified as held for sale if all of the established criteria are met. The sale of Dryel® did not meet these criteria in the year ending December 31, 2021, because we had not established an active program to locate a buyer and because the brand was not being marketed for sale. All efforts between the buyer and the Company occurred during the fourth quarter of 2021. As a result, there was no adjustment to fair value under ASC 360 guidance related to held for sale assets, and the difference between the consideration paid to us and the carrying amount of all assets is reflected in the loss on sale of discontinued operations.

We have reflected the operations of the Dryel® product line as discontinued operations. Our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations report discontinued operations separate from continuing operations. Our Condensed Consolidated Statements of Equity and Statements of Cash Flows combine the results of continuing and discontinued operations. As of the three and ~~six~~nine months ended ~~June~~September 30, 2022, there were 0no operating results from discontinued operations included in the Condensed Consolidated Statements of Operations. As of ~~June~~September 30, 2022 and December 31, 2021, respectively, there were 0no assets and liabilities relating to discontinued operations presented separately in the Condensed Consolidated Balance Sheets. There were 0no capital expenditures or significant operating and investing noncash items related to discontinued operations during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. A summary of financial information related to our discontinued operations is as follows:

On January 18, 2022, we granted 25 RSUs to an employee (the “2022 Individual Employee Grant”) with a grant date fair value of ~~$10.~~ $10. The 2022 Individual Employee Grant vested one-third on the initial grant date, and the remaining two-thirds will vest on each anniversary of the grant date.

On March 2, 2022, we granted 15 shares of restricted stock to one executive all of which vested on the grant date with a fair value of ~~$18.~~$18.

Compensation cost related to stock options totaled ~~$10~~$10 and ~~$32~~$44 in the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. The stock options were fully vested in the second quarter of 2022. There was 0no tax benefit from recording the non-cash expense as it relates to the options granted to employees, as these were qualified stock options which are not normally tax deductible.

Compensation cost related to RSUs totaled ~~$76~~$103 and ~~$70~~$55 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. Approximately ~~$197~~$170 of total unrecognized compensation costs related to non-vested RSUs is expected to be recognized over the next three ~~years.~~years.

Per share data is determined by using the weighted average number of common shares outstanding. Common equivalent shares are considered only for diluted earnings per share, unless considered anti-dilutive. Common equivalent shares, determined using the treasury stock method, result from stock options with exercise prices that are below the average market price of the common stock.

Basic earnings per share include no dilution and are computed by dividing income available to common shareholders by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflect the potential of securities that could share in our earnings.

We operate in 2two different segments: household products and health and beauty care products. We have chosen to organize our business around these segments based on differences in the products sold. Accounting policies for our segments are the same as those described in Note 1. We evaluate segment performance based on segment income or loss from operations.

During the second quarter of 2022, we experienced a significant decline in our stock price and market capitalization and revised internal forecasts relating to all reporting units due to inflationary related pressures at our customers which have caused sales decreases. We concluded that the changes in circumstances in these reporting units triggered the need for a quantitative review of the carrying values of goodwill and certain intangible assets and resulted in impairment charges to our All-Purpose reporting unit during the ~~three~~nine months ended ~~June~~September 30, 2022 and resulted in the following impairment charges:

The changes in the carrying amount of goodwill by reporting unit for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 were as follows:

Detergent

Shampoo

All-Purpose

Total

Balance, January 1, 2022
$
-

$
-

$
1,710

$
1,710

Additions

-

-

-

-

Impairment

-

-

(872
)

(872
)

Balance, June, 30, 2022
$
-

$
-

$
838

$
838

Balance, January 1, 2021
$
593

$
1,520

$
1,710

$
3,823

Additions

-

-

-

-

Impairment

0

0

0

0

Balance, June 30, 2021
$
593

$
1,520

$
1,710

$
3,823


	Detergent		Shampoo		All-Purpose			Total
Balance, January 1, 2022	$	-	$	-	$	1,710		$	1,710
Additions		-		-		-			-
Impairment		-		-		(872	)		(872	)
Balance, September 30, 2022	$	-	$	-	$	838		$	838

Balance, January 1, 2021	$	593	$	1,520	$	1,710		$	3,823
Additions		-		-		-			-
Impairment		-		-		-			-
Balance, September 30, 2021	$	593	$	1,520	$	1,710		$	3,823

Intangible assets, which are comprised of our capitalized costs of software obtained for internal-use or are related to our acquisition of our Prell®, Denorex®, BIZ® and Kids N Pets® brands, consisted of the following:

As of June 30, 2022

As of December 31, 2021

Gross Carrying Amount

Accumulated Amortization

Net Carrying Value

Gross Carrying Amount

Accumulated Amortization

Net Carrying Value

Intangible assets:

Customer relationships
$
-

$
-

$
-

$
2,103

$
329

$
1,774

Trade names

970

81

889

1,850

151

1,699

Formulas and batching processes

1,000

417

583

1,370

452

918

Internal-use software

898

15

883

756

-

756

Non-compete agreement

33

29

4

48

35

13

$
2,901

$
542

$
2,359

$
6,127

$
967

$
5,160


	As of September 30, 2022						As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Intangible assets:
Customer relationships	$	-	$	-	$	-	$	2,103	$	329	$	1,774
Trade names		970		99		871		1,850		151		1,699
Formulas and batching processes		1,000		441		559		1,370		452		918
Internal-use software		898		60		838		756		-		756
Non-compete agreement		33		29		4		48		35		13
	$	2,901	$	629	$	2,272	$	6,127	$	967	$	5,160

The change in the net carrying amounts of intangible assets during 2022 was due to capitalization of costs related to our internal-use software, the impact of impairment charges related to intangible assets in our All-Purpose reporting unit, and amortization expense. Amortization expense for the three months ended ~~June~~September 30, 2022 and 2021 was ~~$121~~$87 and ~~$278,~~$278, respectively. Amortization expense for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was ~~$227~~$313 and ~~$556,~~$433, respectively.

Estimated amortization expense for 2022 and subsequent years is as follows:


Remainder of 2022	$	86
2023		344
2024		344
2025		343
2026		342
Thereafter		813
Total	$	2,272

On July 1, 2020, we entered into a Loan and Security Agreement (as amended, the “UMB Loan Agreement”) with UMB Bank, N.A. (“UMB”) ~~and we terminated our Credit Agreement, dated June 30, 2016, with JPMorgan Chase Bank, N.A., (as amended, the “Prior Credit Agreement”)~~. Under the UMB Loan Agreement we obtained a ~~$3,000~~$3,000 term loan, with equal monthly payments fully amortized over three years, and interest at the LIBOR Rate + ~~4.50%~~4.50% with a floor of ~~5.50%~~5.50%, and a revolving credit facility, with a maximum commitment of ~~$7,000~~$7,000 with interest at the LIBOR Rate + ~~3.75%~~3.75%, with a floor of ~~4.75%~~4.75%. On August 10, 2022, the revolving credit facility was reduced to a maximum commitment of $4,000 with interest at the one month term SOFR rate + 6.83%, with a floor of 7.75%. The revolving credit facility will terminate on July 1, 2023, unless terminated earlier pursuant to the terms of the UMB Loan Agreement. The loans are secured by all of the assets of the Company and all of its subsidiaries.

The UMB Loan Agreement requires compliance with affirmative, negative, and financial covenants, as determined on a monthly basis. The UMB Loan Agreement also contains covenants typical of transactions of this type, including among others, limitations on our ability to: create, incur or assume any indebtedness or lien on our assets; pay dividends or make other distributions; redeem, retire or acquire outstanding common stock, options, warrants or other rights; make fundamental changes to our corporate structure or business; make investments or sell assets; or engage in certain other activities as set forth in the UMB Loan Agreement.

~~As of June 30, 2022, the Company was in violation of the financial covenant related to minimum monthly cash flow after debt service.~~

On August 10, 2022, we entered into the Fifth Amendment to the Loan and Security Agreement, effective May 31, 2022, which, among other things, amends our minimum monthly cash flow after debt service requirement, raises the applicable margin on our interest rate which will increase the interest rate on the revolving credit facility to 7.75%, and reduces the maximum commitment of the facility to $4,000. Due to this amendment, the The Company was in compliance with the UMB Loan Agreement financial covenants as of ~~June~~September 30, 2022.

As of ~~June~~September 30, 2022, our UMB revolving credit facility and UMB term loan had an outstanding balance of ~~$935~~$2,414 and ~~$0,~~$0, respectively, with an all-in interest rate of ~~6.75~~9.87% and ~~7.50%~~9.13%, respectively. Unamortized loan costs were as ~~$198~~$149 of ~~June~~September 30, 2022.

On November 9, 2021, we entered into a loan and security agreement (the “La Plata Loan Agreement”) with La Plata Capital, LLC (“La Plata”). Under the La Plata Loan Agreement, we obtained a ~~$2,000~~$2,000 term loan that bears interest at ~~14%~~14% and a maturity date of November 9, 2023. Interest-only payments are required on a monthly basis beginning in January 2022 and ending on December 1, 2022. Beginning on January 1, 2023, monthly principal payments of ~~$30~~$30 are required in addition to accrued and unpaid interest. All remaining unpaid principal and interest are fully due on November 9, ~~2023.~~2023.

The La Plata Loan Agreement requires compliance with affirmative, negative, and financial covenants, as determined on a monthly basis beginning in July 2022. The La Plata Loan Agreement is secured by all of the assets of the Company and all of its subsidiaries, subordinate to the security of the UMB Loan Agreement. In conjunction with this agreement, we also entered into an intercreditor and subordination agreement with UMB and La Plata, effective November 9, 2021. The Company was in compliance with the La Plata Loan Agreement as of ~~June~~September 30, 2022.

As of ~~June~~September 30, 2022, our La Plata term loan had an outstanding balance of ~~$1,000.~~$1,000. La Plata unamortized loan costs were ~~$30~~$26 as of ~~June~~September 30, 2022.

We have entered into a lease for our corporate headquarters with a remaining lease term of 9 years. This lease includes both lease and nonlease components, which are accounted for as a single lease component as we have elected the practical expedient to combine these components for all leases. As this lease does not provide an implicit rate, we calculated the right-of-use assets and lease liabilities using our secured incremental borrowing rate at the lease commencement date. We currently do not have any finance leases outstanding.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021. This Item 2 contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those made, projected, or implied in the forward-looking statements. Please refer to "Item 1A. Risk Factors" in this Report and in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of the uncertainties, risks and assumptions associated with these statements.

Scott’s Liquid Gold-Inc. exists to positively impact consumers’ lives in the markets we serve while creating shareholder value. We develop, market, and sell high-quality, high-value household and health and beauty care products nationally and internationally to mass merchandisers, drugstores, supermarkets, hardware stores, e-commerce retailers, other retail outlets, and to wholesale distributors.

For our fiscal quarter ended ~~June~~September 30, 2022, the coronavirus (COVID-19) pandemic continued to cause economic and social disruptions that led to ongoing uncertainties. During the first quarter of 2020, the global economy began experiencing a downturn related to the impacts of the COVID-19 global pandemic. Such impacts have included significant volatility in the global stock markets, and uncertainty in the costs and performance of our supply chain and logistics partners. We expect to see continued volatility in these areas, which could impact our operating results in future periods.

As a result of COVID-19, we have encountered, and expect to continue to experience, various supply chain disruptions impacting the availability and lead times of certain raw materials for our finished goods products. We have been proactively identifying alternative sources for raw materials to mitigate the impacts of these disruptions. All of our outsourcing partners, including contract manufacturing plants and third-party logistics warehouses, have remained open during the entirety of COVID-19, however, they have had difficulties with staffing their workforce to keep production lines running.

Inflationary trends in certain markets and global supply chain challenges ~~may~~have, and are expected to continue to, negatively affect our sales and operating performance. We experienced the impact of greater inflation on material, logistical and other costs during the ~~current~~third quarter. We are aiming to offset these inflationary costs through a combination of pricing and cost savings strategies. We currently anticipate the impact of inflation in certain markets will be increasingly significant continuing into the fourth quarter and fiscal 2023. We will continue to implement mitigation strategies and price increases to offset these trends; however, such measures may not fully offset the impact to our operating performance.

Our distribution agreement with Church & Dwight Co., Inc. (“Church & Dwight”) and our subsidiary, Neoteric Cosmetics, Inc., was not extended beyond the Expiration Date of December 31, 2021. As a result, the distribution agreement expired on its own terms as of the Expiration Date and the Company ceased to distribute Batiste Dry Shampoo products. Unless offset by increased sales of our other products, the conclusion of this distribution agreement is expected to have a material impact on our net sales and result of operations. Net sales of Batiste were ~~$3,170~~$4,704 for the ~~six~~nine months ended ~~June~~September 30, 2021.

On December 23, 2021, we sold the Dryel~~Dryel~~^®brand to a company that markets and distributes household cleaning products. We have reflected the operations of Dryel® as discontinued operations for all periods presented. These results are excluded from our segment results of household products, which previously included Dryel® operating results. See Note 23 - “Discontinued Operations” in the Notes to Condensed Consolidated Financial Statements for further information.

Three months ended ~~June~~September 30, 2022 compared to three months ended ~~June~~September 30, 2021


	Three Months Ended June 30, (in thousands)												Three Months Ended September 30, (in thousands)
							Increase / (Decrease)												Increase / (Decrease)
	2022			2021			$			%			2022			2021			$			%
Net sales	$	5,383		$	7,769		$	(2,386	)		(30.7	%)	$	4,277		$	7,970		$	(3,693	)		(46.3	%)
Cost of sales		3,108			4,662			(1,554	)		(33.3	%)		2,358			5,100			(2,742	)		(53.8	%)
Gross profit		2,275			3,107			(832	)		(26.8	%)		1,919			2,870			(951	)		(33.1	%)
Gross margin		42.3	%		40.0	%								44.9	%		36.0	%

Operating expenses:
Advertising		174			203			(29	)		(14.3	%)		166			144			22			15.3	%
Selling		1,844			2,392			(548	)		(22.9	%)		1,691			2,542			(851	)		(33.5	%)
General and administrative		698			1,687			(989	)		(58.6	%)		578			836			(258	)		(30.9	%)
Intangible asset amortization		121			264			(143	)		(54.2	%)		87			278			(191	)		(68.7	%)
Impairment of goodwill and intangible assets		3,589			-			3,589			100.0	%
Total operating expenses		6,426			4,546			1,880			41.4	%		2,522			3,800			(1,278	)		(33.6	%)
Loss from operations		(4,151	)		(1,439	)		(2,712	)		(188.5	%)		(603	)		(930	)		327			35.2	%

Interest expense		(130	)		(76	)		(54	)		(71.1	%)		(139	)		(109	)		(30	)		(27.5	%)
Loss before income taxes and discontinued operations		(4,281	)		(1,515	)		(2,766	)		(182.6	%)		(742	)		(1,039	)		297			28.6	%
Income tax (expense) benefit		(52	)		400			(452	)		(113.0	%)
Income tax expense														(2	)		(1,224	)		1,222			99.8	%
Loss from continuing operations		(4,333	)		(1,115	)		(3,218	)		(288.6	%)		(744	)		(2,263	)		1,519			67.1	%
Income from discontinued operations		-			49			(49	)		(100.0	%)
Loss from discontinued operations														-			(205	)		205			100.0	%
Net loss	$	(4,333	)	$	(1,066	)	$	(3,267	)		(306.5	%)	$	(744	)	$	(2,468	)	$	1,724			69.9	%

The following table shows comparative net sales, gross margin, gross profit, loss from operations, volume, and percentage changes for household products between periods:

The following table shows comparative net sales, gross margin, gross profit, loss from operations, volume and percentage changes for health and beauty care products between periods:

•

~~Net sales and gross profits from manufactured products decreased due to decreased sales of Alpha~~^® ~~Skin Care to our exclusive China distributor as well as elimination of sales of our Prell~~^® ~~and Denorex~~^® ~~brands to certain customers with minimal profitability.~~

•

Gross margins increased due to the elimination of our Church & Dwight distribution agreement and elimination of sales of our shampoo products to certain customers, as these sales required higher promotional activity which reduced our margins.

•

~~Six~~18

Nine months ended ~~June~~September 30, 2022 compared to ~~six~~nine months ended ~~June~~September 30, 2021


	Six Months Ended June 30, (in thousands)												Nine Months Ended September 30, (in thousands)
							Increase / (Decrease)												Increase / (Decrease)
	2022			2021			$			%			2022			2021			$			%
Net sales	$	11,172		$	16,613		$	(5,441	)		(32.8	%)	$	15,449		$	24,583		$	(9,134	)		(37.2	%)
Cost of sales		5,978			9,525			(3,547	)		(37.2	%)		8,337			14,624			(6,287	)		(43.0	%)
Gross profit		5,194			7,088			(1,894	)		(26.7	%)		7,112			9,959			(2,847	)		(28.6	%)
Gross margin		46.5	%		42.7	%								46.0	%		40.5	%

Operating expenses:
Advertising		326			362			(36	)		(9.9	%)		492			506			(14	)		(2.8	%)
Selling		4,061			4,801			(740	)		(15.4	%)		5,752			7,388			(1,636	)		(22.1	%)
General and administrative		1,444			2,972			(1,528	)		(51.4	%)		2,020			3,782			(1,762	)		(46.6	%)
Intangible asset amortization		226			529			(303	)		(57.3	%)		313			834			(521	)		(62.5	%)
Impairment of goodwill and intangible assets		3,589			-			3,589			100.0	%		3,589			-			3,589			100.0	%
Total operating expenses		9,646			8,664			(2,607	)		(11.3	%)		12,166			12,510			(344	)		(2.7	%)
Loss from operations		(4,452	)		(1,576	)		713			182.5	%		(5,054	)		(2,551	)		(2,503	)		(98.1	%)

Interest expense		(280	)		(110	)		(170	)		(154.5	%)		(419	)		(219	)		(200	)		(91.3	%)
Loss before income taxes and discontinued operations		(4,732	)		(1,686	)		(3,046	)		(180.7	%)		(5,473	)		(2,770	)		(2,703	)		(97.6	%)
Income tax benefit		(52	)		445			(497	)		(111.7	%)
Income tax expense														(55	)		(798	)		743			93.1	%
Loss from continuing operations		(4,784	)		(1,241	)		(3,000	)		(285.5	%)		(5,528	)		(3,568	)		(1,960	)		(54.9	%)
Loss from discontinued operations		-			(105	)		105			0.0	%		-			(246	)		246			100.0	%
Net loss	$	(4,784	)	$	(1,346	)	$	(2,895	)		(255.4	%)	$	(5,528	)	$	(3,814	)	$	(1,714	)		(44.9	%)

Change in net loss was primarily due to the following:

•

Lower sales and gross profits from the conclusion of our distribution agreement with Church & Dwight for Batiste products, as well as reduced sales and gross profits from various product lines due to changes in our customers’ purchasing strategies related to inventory and inflationary pressures. In addition, supply chain affected in-stock levels of certain products and impacted our sales to customers.

•

Gross margin increased due to product sales mix including the elimination of our Church and Dwight distribution agreement, as distributed products required higher promotional activity with customers which reduced our margins.

•

Decrease in selling expenses caused by lower logistics and warehousing costs from lower sales as well as a reduction in personnel costs.

•

Decrease in general and administrative costs due to changes in personnel and related costs as well as reductions in restructuring costs associated with separation of employees during 2021.

•

Decreased intangible asset amortization is primarily from reduced carrying amounts related to impairments recognized in the fourth quarter of 2021.

•

Impairment of goodwill and intangible assets associated with our All-Purpose reporting unit.

•

~~Decreased in selling expenses caused by lower logistics and warehousing costs from lower sales as well as a reduction in personnel costs.~~

•

~~Decrease in general and administrative costs due to changes in personnel and related costs as well as reductions in restructuring costs associated with separation of employees during 2021.~~

•

~~Decreased intangible asset amortization from reduced carrying amounts related to impairments recognized in 2021.~~

•

~~Impairment of goodwill and intangible assets associated with our All-Purpose reporting unit.~~

Segment Results

Household products

The following table shows comparative net sales, gross margin, gross profit, loss from operations, volume, and percentage changes for household products between periods:


	Nine Months Ended September 30, (in thousands)
							Increase / (Decrease)
	2022			2021			$			%
Net sales	$	9,103		$	10,762		$	(1,659	)		(15.4	%)
Gross profit	$	3,714		$	4,213		$	(499	)		(11.8	%)
Gross margin		40.8	%		39.1	%
Loss from operations	$	(4,854	)	$	(1,960	)	$	(2,894	)		(147.7	%)

Increase / (Decrease)

2022

2021

$

%

Net sales
$
6,355

$
6,928

$
(573
)

(8.3
%)
Gross profit
$
2,630

$
2,711

$
(81
)

(3.0
%)
Gross margin

41.4
%

39.1
%

Loss from operations
$
(4,484
)

$
(1,522
)

$
(2,962
)

(194.6
%)

•

Net sales and gross profit decreased due to changes in our customers’ purchasing strategies related to inventory and inflationary pressures as well as supply chain disruptions.

•

Loss from operations primarily due to the impairment of goodwill and intangible assets associated with our All-Purpose reporting unit and partially offset by reductions in selling and general and administrative costs.

•

~~Net sales, gross profit, and gross margin increased due to higher in-stock levels of our Scott’s Liquid Gold~~^® ~~Wood Care product, which were partially offset by shortages of our BIZ~~^® ~~powder items and decreases in our other products due to changes in our customers’ purchasing strategies related to inventory and inflationary pressures.~~

•

~~Loss from operations primarily due to the impairment of goodwill and intangible assets associated with our All-Purpose reporting unit.~~

Health and beauty care products

The following table shows comparative net sales, gross margin, gross profit, ~~income (loss)~~loss from operations, volume and percentage changes for health and beauty care products between periods:


	Nine Months Ended September 30, (in thousands)
							Increase / (Decrease)
	2022			2021			$			%
Net sales- distributed products	$	-		$	4,704		$	(4,704	)		(100.0	%)
Net sales- manufactured products		6,346			9,117			(2,771	)		(30.4	%)
Total healthcare and beauty net sales	$	6,346		$	13,821		$	(7,475	)		(54.1	%)

Gross profit	$	3,398		$	5,746		$	(2,348	)		(40.9	%)
Gross margin		53.5	%		41.6	%
Loss from operations	$	(200	)	$	(591	)	$	391			66.2	%

Increase / (Decrease)

2022

2021

$

%

Health and beauty care net sales

Distributed products
$
-

$
3,170

$
(3,170
)

(100.0
%)
Manufactured products

4,817

6,515

(1,698
)

(26.1
%)
Total personal care net sales
$
4,817

$
9,685

$
(4,868
)

(50.3
%)

Gross profit
$
2,563

$
4,377

$
(1,814
)

(41.4
%)
Gross margin

53.2
%

45.2
%

Income (Loss) from operations
$
32

$
(54
)

$
86

159.2
%
•

Net sales of distributed health and beauty care products decreased due to the termination of our Batiste distribution agreement with Church & Dwight in December 2021.

•

Net sales and gross profits from manufactured products decreased due to the elimination of sales to our exclusive China distributor of Alpha® Skin Care products. During the first quarter of 2022 we also eliminated sales of our Prell® and Denorex® brands to certain customers with minimal profitability.

•

~~Net sales of distributed health and beauty care products decreased due to the termination of our Batiste distribution agreement with Church & Dwight.~~

•

Liquidity and Capital Resources

Overview

Our primary sources of funds include cash expected to be generated from operations and borrowings from our line of credit. Our principal uses of cash are to fund planned operating expenditures, interest payments, and any principal payments on our line of credit. Working capital movements are influenced by the sourcing of ~~materials related to the production of products.~~finished goods inventories.

Financing Agreements

Please see Note 78 to our Condensed Consolidated Financial Statements for information on our UMB Loan Agreement and La Plata Loan Agreement.

Liquidity and Changes in Cash Flows

At ~~June~~September 30, 2022, we had ~~$2,392~~$944 available on our revolving credit facility with UMB, and ~~approximately $316~~$139 in cash on hand, a decrease of ~~$954~~$1,131 when compared to the balance as of December 31, 2021 as this cash was utilized to reduce long-term debt balances.

The following is a summary of cash provided by or (used in) each of the indicated types of activities:


	Nine Months Ended September 30, (in thousands)
							Increase / (Decrease)
	2022			2021			$			%
Operating activities	$	(1,189	)	$	(1,394	)	$	205			14.7	%
Investing activities		(142	)		(262	)		120			45.8	%
Financing activities		200			1,909			(1,709	)		(89.5	%)

Six Months Ended June 30, (in thousands)

Increase / (Decrease)

2022

2021

$

%

Operating activities
$
466

$
(705
)

$
1,171

166.1
%
Investing activities

(142
)

(113
)

(29
)

(25.7
%)
Financing activities

(1,278
)

833

(2,111
)

(253.4
%)
•

Net cash used in operating activities was primarily related to conversion of working capital from accounts receivable and offset by investments in finished goods inventories.

•

Net cash used in investing activities was due to purchases relating to our internal-use software.

•

Net cash provided by financing activities was from proceeds of our various debt facilities which is used for working capital.

•

~~Net cash provided by operating activities was primarily related conversion of working capital from accounts receivable and offset by investments in finished goods inventories.~~

•

~~Net cash used in investing activities was due to purchases relating to our internal-use software.~~

•

~~Net cash used in financing activities related to net repayments of our various debt facilities.~~

The uncertainty related to the COVID-19 outbreak has impacted our operations and could affect our future results. ~~While we believe that our business model will allow us to generate sufficient operating cash flows, our~~Our liquidity has been affected by inflationary pressures at our customers which have caused sales decreases and higher costs on materials, logistics, and other purchases. ~~We expect that~~

Primarily due to a decline in net sales and increases in costs associated with the manufacture and distribution of our ~~current~~products, the Company used net cash ~~reserves and availability under our~~in operating activities of $1,189 during the nine months ended September 30, 2022. The Company’s debt agreements with UMB ~~Loan Agreement~~Bank, N.A. and La Plata ~~Loan Agreement~~Capital, LLC mature on July 1, 2023 and November 9, 2023, respectively. Management’s assessment of cash flow forecasts indicate that, absent any other action, the Company likely will ~~be sufficient~~require additional liquidity to ~~meet operational cash needs during~~continue its operations over the next ~~twelve months, but~~12 months.

Management has implemented actions to reduce the Company’s operating expenses and has approved a plan to extend and restructure debt facilities. Management is considering additional various strategic actions including asset sales, workforce reduction, deferring or eliminating certain capital expenditures, and further ~~supply chain disruptions~~reduction of other operating expenses to ensure alignment with customer demand in order to address liquidity needs and pursue its business plan. The Company expects that these strategic actions will reduce expenses and outstanding debt balances and provide required liquidity for ongoing operations. If these plans aren't successfully implemented there could be substantial doubt about the ~~short-term could limit our liquidity.~~Company's ability to continue as a going concern.

ITEM 4. CONTROLS AND PROCEDURES

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

Disclosure Controls and Procedures

AsAn evaluation was performed as of ~~June~~September 30, 2022, ~~we conducted an evaluation,~~ under the supervision and with the participation of our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures were not effective ~~as of June 30, 2022~~ due to the previously disclosed material weakness relating to the operating effectiveness of the review of the impairment assessment of goodwill prepared by a third-party firm.

~~Remediation Plan~~

We ~~are committed~~believe the actions described in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2022 will be sufficient to ~~maintaining~~remediate the identified material weakness and related disclosure controls and procedures. However, we do not believe that the new and enhanced controls and procedures have been implemented for a ~~strong~~sufficient amount of time for management to conclude that the material weakness in the Company’s internal ~~control environment~~controls over financial reporting and effectiveness of related disclosure controls and procedures has been fully remediated, and we are ~~developing a remediation plan designed~~still in the process of improving those controls and procedures. We will continue to ~~help ensure that this material weakness is remediated as soon as possible, which may include~~improve and monitor the ~~following measures:~~

~~refine the scope of the Company’s external impairment assessment advisors to provide advice related to complex or unusual items; and~~

enhance the design and precision of the Company’s controls related to the impairment assessment calculations and documentation, including controls related to the review of the valuation reports utilized in the impairment assessment.

~~The material weakness will not be considered remediated until a sustained period of time has passed to allow management to test the design and operational~~ effectiveness of ~~the corrective actions. Until the material weakness is remediated, we plan~~these controls and will make any further changes that management determines to ~~continue to perform additional analyses and other procedures to ensure that our Condensed Consolidated Financial Statements are prepared in accordance with GAAP.~~be appropriate.

Notwithstanding such material weakness in internal control over financial reporting, our President and Chief Financial Officer have concluded that the Condensed Consolidated Financial Statements in Part I, Item 1 of this report, present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with GAAP.

Changes in Internal Control over Financial Reporting

In June 2022, we implemented an enterprise resource planning (“ERP”) software system on a company-wide basis. Despite this transition in software, there has not been a significant change in internal controls over financial reporting. Over the remainder of 2022, certain internal controls over financial reporting will be automated, modified, or implemented to address the new control environment associated with the ERP system. Additionally, the Company completed pre-implementation and post-implementation internal control monitoring associated with the launch. While we believe that this new system will enhance its internal control over financial reporting, there are inherent risks in implementing any new system, and we will continue to monitor and evaluate these control changes as part of our assessment of the control design and effectiveness throughout 2022.

There have been no other changes in our internal control over financial reporting that occurred during the ~~second~~third quarter of 2022 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II

ITEM 1A. RISK FACTORS

~~ITEM 1A.~~

~~RISK FACTORS~~

We have identified a material weakness in our internal control over financial reporting.

We are a public reporting company subject to the rules and regulations established from time to time by the SEC. As a public company we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting.

As disclosed in Part I, Item 4, “Disclosure Controls and Procedures,” we have identified a material weakness in our controls related to the operating effectiveness of the review of the impairment assessment of goodwill prepared by a third-party firm as of June 30, 2022. We did not maintain effective controls to sufficiently review the completeness and accuracy of the impairment assessment.

This material weakness did not result in any restatements to our Condensed Consolidated Financial Statements. Our management is committed to remediating this material weakness and is in the process of developing a remediation plan to address the material weakness.

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent quarterly reports on Form 10-Q, which could materially affect our business, financial condition, or future results.

ITEM 6. EXHIBITS


Exhibit Number	~~EXHIBITS~~

~~Exhibit Number~~		Document
~~10.1~~31.1		~~Fifth Amendment to Loan and Security Agreement, Dated August 10, 2022.~~
~~31.1~~		Rule 13a-14(a) Certification of the President.
31.2		Rule 13a-14(a) Certification of the Chief Financial Officer.
32.1*		Section 1350 Certification.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRLtags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished, not filed.

SIGNATURES

~~Furnished, not filed.~~

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~SCOTT’S LIQUID GOLD-INC.~~
SCOTT’S LIQUID GOLD-INC.
By:		/s/ Tisha Pedrazzini
		Tisha Pedrazzini, President
		(Principal Executive Officer)

By:		/s/ David M. Arndt
		David M. Arndt, Chief Financial Officer
		(Principal Financial and Chief Accounting Officer)

Date: ~~August 12,~~November 14, 2022


Colorado		84-0920811
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8400 E. Crescent Parkway, Suite 450, Greenwood Village, CO		80111
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol	Name of exchange on which registered
None	None	None


	Nine Months Ended
	September 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(5,528	)	$	(3,568	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		480			1,357
Stock-based compensation		113			99
Deferred income taxes		-			784
Impairment of goodwill and intangible assets		3,589			-
Change in operating assets and liabilities:
Accounts receivable		1,725			228
Inventories		(612	)		(2,651	)
Prepaid expenses and other assets		222			175
Income taxes receivable		73			192
Accounts payable, accrued expenses, and other liabilities		(1,251	)		1,990
Total adjustments to net loss		4,339			2,174
Net cash used in operating activities		(1,189	)		(1,394	)

Cash flows from investing activities:
Purchase of software		(142	)		(262	)
Net cash used in investing activities		(142	)		(262	)

Cash flows from financing activities:
Repayments on term loans		(2,000	)		(750	)
Proceeds from revolving credit facility		20,763			29,824
Repayments of revolving credit facility		(18,563	)		(27,222	)
Proceeds from exercise of stock options		-			57
Net cash provided by financing activities		200			1,909

Net (decrease) increase in cash and restricted cash		(1,131	)		253

Cash and restricted cash, beginning of period		1,270			5
Cash and restricted cash, end of period	$	139		$	258

Supplemental disclosures:
Cash paid during the period for interest	$	256		$	372

	Six Months Ended
	June 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(4,784	)	$	(1,346	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization		339			905
Stock-based compensation		85			102
Deferred income taxes		-			(503	)
Impairment of goodwill and intangible assets		3,589			-
Change in operating assets and liabilities:
Accounts receivable		1,823			(211	)
Inventories		(165	)		(2,782	)
Prepaid expenses and other assets		143			166
Income taxes receivable		45			22
Accounts payable, accrued expenses, and other liabilities		(609	)		2,942
Total adjustments to net loss		5,250			641
Net cash provided by (used in) operating activities		466			(705	)

Cash flows from investing activities:
Purchase of software		(142	)		(113	)
Net cash used in investing activities		(142	)		(113	)

Cash flows from financing activities:
Repayments on term loans		(2,000	)		(500	)
Proceeds from revolving credit facility		14,737			19,517
Repayments of revolving credit facility		(14,015	)		(18,184	)
Net cash (used in) provided by financing activities		(1,278	)		833

Net (decrease) increase in cash and restricted cash		(954	)		15

Cash and restricted cash, beginning of period		1,270			5
Cash and restricted cash, end of period	$	316		$	20

Supplemental disclosures:
Cash paid during the period for interest	$	170		$	212


	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Trade promotions	$	421	$	1,242	$	379	$	1,242
Allowance for doubtful accounts		29		14		44		14
	$	450	$	1,256	$	423	$	1,256

~~Large accelerated filer~~	☐	~~Accelerated filer~~			☐

~~Non-accelerated filer~~	☒	~~Smaller reporting company~~		☒
Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐


		Page
PART I
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1516
Item 4.	Controls and Procedures	2022
PART II
Item 1A.	Risk Factors	2223
Item 6.	Exhibits	2223


	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Net sales	$	682		$	1,271		$	585		$	1,856
Cost of sales		267			700			313			1,013
Gross profit		415			571			272			843

Operating expenses:	Operating expenses:						Operating expenses:
Selling		126			268			144			367
Intangible asset amortization		123			246			123			369
Interest expense		99			199			99			298
Income (loss) from discontinued operations before tax		67			(142	)
Loss from discontinued operations, before tax								(94	)		(191	)


Income tax (expense) benefit		(18	)		37
Income (loss) from discontinued operations, net of tax	$	49		$	(105	)
Income tax expense								(111	)		(55	)
Loss from discontinued operations, net of tax							$	(205	)	$	(246	)


	Three months ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021		2022		2021		2022		2021
Common shares outstanding, beginning of the period		12,749		12,618		12,727		12,618		12,749		12,618		12,727		12,618
Weighted average common shares issued		-		-		18		-		-		24		20		10
Weighted average number of common shares outstanding		12,749		12,618		12,745		12,618		12,749		12,642		12,747		12,628
Dilutive effect of common share equivalents		-		-		-		-		-		-		-		-
Diluted weighted average number of common shares outstanding		12,749		12,618		12,745		12,618		12,749		12,642		12,747		12,628


	For the Three Months Ended June 30, 2022									Three Months Ended September 30, 2022
	Household Products			Health and Beauty Care Products			Total			Household Products			Health and Beauty Care Products			Total
Net sales	$	3,145		$	2,238		$	5,383		$	2,748		$	1,529		$	4,277
Loss from operations		(4,148	)		(3	)		(4,151	)		(371	)		(232	)		(603	)
Capital and intangible asset expenditures		43			-			43			-			-			-
Depreciation and amortization		148			27			175			99			41			140


	Nine Months Ended September 30, 2022
	Household Products			Health and Beauty Care Products			Total
Net sales	$	9,103		$	6,346		$	15,449
Loss from operations		(4,854	)		(200	)		(5,054	)
Capital and intangible asset expenditures		142			-			142
Depreciation and amortization		386			93			480

	For the Three Months Ended June 30, 2021
	Household Products			Health and Beauty Care Products			Total
Net sales	$	3,072		$	4,697		$	7,769
Loss from operations		(1,138	)		(301	)		(1,439	)
Capital and intangible asset expenditures		113			-			113
Depreciation and amortization		297			155			452

	Six Months Ended June 30, 2022
	Household Products			Health and Beauty Care Products		Total
Net sales	$	6,355		$	4,817	$	11,172
(Loss) Income from operations		(4,484	)		32		(4,452	)
Capital and intangible asset expenditures		142			-		142
Depreciation and amortization		287			52		339

	As of June 30, 2022						As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Intangible assets:
Customer relationships	$	-	$	-	$	-	$	2,103	$	329	$	1,774
Trade names		970		81		889		1,850		151		1,699
Formulas and batching processes		1,000		417		583		1,370		452		918
Internal-use software		898		15		883		756		-		756
Non-compete agreement		33		29		4		48		35		13
	$	2,901	$	542	$	2,359	$	6,127	$	967	$	5,160


	Revolving Credit Facility		Term Loan		Total		Revolving Credit Facility		Term Loan		Total
Remainder of 2022	$	-		-		-	$	-		-		-
2023		935		1,000		1,935		2,414		1,000		3,414
Total minimum principal payments	$	935	$	1,000	$	1,935	$	2,414	$	1,000	$	3,414


	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Operating lease information:
Operating lease cost	$	100		$	300
Operating cash flows from operating leases		100			300
Net assets obtained in exchange for new operating lease liabilities		-			-

Weighted average remaining lease term in years		8.17			8.17
Weighted average discount rate		5.1	%		5.1	%

	Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
Operating lease information:
Operating lease cost	$	100		$	200
Operating cash flows from operating leases		100			200
Net assets obtained in exchange for new operating lease liabilities		-			-

Weighted average remaining lease term in years		8.42			8.42
Weighted average discount rate		5.1	%		5.1	%