8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2022

SCOTT’S LIQUID GOLD-INC.

(Exact name of Registrant as specified in its charter)

Colorado	001-13458	84-0920811
(State or other jurisdiction<br><br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br><br>Identification No.)
8400 E. Crescent Parkway, Suite 450, Greenwood Village, CO	80111
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 373-4860

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act.

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 10, 2022, Scott’s Liquid Gold-Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022. This press release is furnished herewith as Exhibit 99.1 pursuant to this Item 2.02.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Additionally, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits: The following exhibits are filed as part of this report:

Exhibit No.	Description
99.1	Scott’s Liquid Gold-Inc. press release, dated March 31, 2022.
104	Cover Page Interactive Data File

SIGNATURE

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 hereunto duly authorized.

			SCOTT’S LIQUID GOLD-INC.
Date:	May 10, 2022	By:	/s/ David M. Arndt
			David M. Arndt
			Chief Financial Officer

slgd-ex991_24.htm

Exhibit 99.1

Corporate & financial news release

SCOTT’S LIQUID GOLD-INC. REPORTS FIRST QUARTER RESULTS

First Quarter 2022 Highlights:

•	First quarter 2022 net sales of $5.8 million vs. $9.4 million in 2021
•	Net loss of $0.5 million in Q1 2022 vs. $0.3 million in 2021
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GREENWOOD VILLAGE, COLORADO – May 10, 2022 – Scott’s Liquid Gold-Inc. (OTC: SLGD) today announced results for the three months ended March 31, 2022.

First Quarter Financial Results

In the first quarter of 2022, net sales decreased due to the sale of the Dryel brand and the conclusion of our agreement to distribute Batiste products, which collectively represented $2.5 million in sales in the first quarter of 2021. BIZ sales declined due to supply chain issues with our powder booster products. Sales of our Alpha Skin Care products decreased due to the lockdowns in China, which impacted our ability to export those products. Our Kids N Pets and Messy Pet brands experienced slight increases in sales versus the first quarter of 2021 due to targeted marketing efforts.

Our net loss of $0.5 million was primarily driven by amortization of intangible assets, interest expense, and continued inflationary impacts associated with the manufacture and distribution of our products. In addition to high logistics-related expenses, the rising cost of fuel negatively impacted our inbound and outbound transportation rates.

Management Commentary

“We are proud of our team for their efforts to help mitigate the volatile and challenging environment,” said Tisha Pedrazzini, President of Scott’s. “While inflation continues to impact operating costs and supply chain remains uncertain, we’ve launched new line extensions that we believe set the foundation to deliver on our future growth plans. We continue to focus on both sales growth initiatives and cost structure efficiencies to drive profit improvements in the short and long term.”

Exhibit 99.1

SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended March 31,
	2022			2021
Net sales	$	5,790		$	8,844
Cost of sales		2,856			4,840
Gross Profit		2,934			4,004
Operating expenses:
Advertising		135			159
Selling		2,204			2,415
General and administrative		791			1,285
Intangible asset amortization		105			265
Total operating expenses		3,235			4,124
Loss from operations		(301	)		(120	)
Interest expense		(150	)		(35	)
Loss before income taxes and discontinued operations		(451	)		(155	)
Income tax benefit		-			41
Loss from continuing operations		(451	)		(114	)
Loss from discontinued operations, net of taxes		-			(166	)
Net loss	$	(451	)	$	(280	)
Basic and diluted net loss per common shares:
Loss from continuing operations	$	(0.04	)	$	(0.01	)
Loss from discontinued operations	$	-		$	(0.01	)
Net loss	$	(0.04	)	$	(0.02	)
Weighted average shares outstanding:
Basic and diluted		12,739			12,618

SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except par value amounts)

		December 31,
		2021
Assets
Current assets:
Cash	22	$	770
Restricted cash	375		500
Accounts receivable, net	2,399		3,516
Inventories	6,174		5,677
Income taxes receivable	320		320
Prepaid expenses	422		436
Total current assets	9,712		11,219
Property and equipment, net	5		7
Goodwill	1,710		1,710
Intangible assets, net	5,153		5,160
Operating lease right-of-use assets	2,675		2,735
Other assets	38		38
Total assets	19,293	$	20,869
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	2,289	$	2,647
Accrued expenses	693		747
Current portion of long-term debt	840		1,000
Operating lease liabilities, current portion	259		251
Total current liabilities	4,081		4,645
Long-term debt, net of current portion and debt issuance costs	1,321		1,876
Operating lease liabilities, net of current	2,711		2,780
Other liabilities	27		27
Total liabilities	8,140		9,328
Shareholders’ equity:
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	7,850		7,789
Retained earnings	2,028		2,479
Total shareholders’ equity	11,153		11,541
Total liabilities and shareholders’ equity	19,293	$	20,869

All values are in US Dollars.

SCOTT’S LIQUID GOLD-INC. & SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

	March 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(451	)	$	(280	)
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Depreciation and amortization		164			453
Stock-based compensation		63			69
Deferred income taxes		-			(97	)
Change in operating assets and liabilities:
Accounts receivable		1,117			(860	)
Inventories		(497	)		(738	)
Prepaid expenses and other assets		14			146
Accounts payable, accrued expenses, and other liabilities		(414	)		1,653
Total adjustments to net loss		447			626
Net cash (used) provided by operating activities		(4	)		346
Cash flows from investing activities:
Purchase of software		(99	)		-
Net cash used in investing activities		(99	)		-
Cash flows from financing activities:
Proceeds from revolving credit facility		8,379			8,730
Repayments of revolving credit facility		(7,899	)		(8,830	)
Repayments of term loan		(1,250	)		(250	)
Net cash used in financing activities		(770	)		(350	)
Net decrease in cash		(873	)		(4	)
Cash and restricted cash, beginning of period		1,270			5
Cash and restricted cash, end of period	$	397		$	1
Cash and restricted cash, end of period associated with discontinued operations	$	-		$	-
Cash and restricted cash, end of period associated with continuing operations	$	397		$	1
Supplemental disclosures:
Cash paid during the period for interest	$	95		$	86

Note Regarding Forward-Looking Statements

This news release may contain "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," “strategy,” "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe”, "potential," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.

Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and the Company's subsequent Quarterly Reports on Form 10-Q and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent filings with the Securities and Exchange Commission.

About Scott’s Liquid Gold-Inc.

Scott’s Liquid Gold-Inc. (SLG-Inc.) is a leading manufacturer and marketer of consumer products sold nationally and internationally to retail channels over the last 70 years. SLG-Inc. markets and distributes some of the most trusted and recognized consumer brand names, including its namesake wood cleaning products; Alpha Skin Care^®^; Kids N Pets^®^; Messy Pet^®^; BIZ^®^; Denorex^®^; Prell^®^ and other brands.

Investor Relations Contact:

David Arndt

Chief Financial Officer

303.576.6027