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): October 12, 2020

SCOTT’S LIQUID GOLD-INC.

(Exact name of Registrant as specified in its charter)

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.

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 October 12, 2020, Scott’s Liquid Gold-Inc. (the “Company”) issued a press release announcing its preliminary revenue results for the quarter ended September 30, 2020. 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:

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.

slgd-ex991_6.htm

Exhibit 99.1

Corporate & financial news release

SCOTT’S LIQUID GOLD ANNOUNCES PRELIMINARY REVENUE RESULTS FOR THIRD QUARTER – SALES IMPACTED BY COVID-DRIVEN SHORTAGES

Highlights:

DENVER, COLORADO – October 12, 2020 – Scott’s Liquid Gold-Inc. (OTC: SLGD) today announced preliminary anticipated revenue results for its third quarter ended September 30, 2020, which were heavily impacted by Covid-19 driven shortages of raw materials.

The Company expects to report total revenues of $7.0 to $7.5 million. The third quarter revenues included an estimated $2.2 million of newly acquired Biz and Dryel products, and an anticipated decrease in the Company’s core business of an estimated $2.3M or 31.9%.  These are anticipated results and actual results could differ from these estimates.

“While we are pleased with the initial performance of our new manufacturing and distribution partners, our base business sales decreased significantly in the third quarter” said Mark Goldstein, CEO and Chairman.  “We encountered key raw materials shortages, primarily for containers and caps, which were driven by the pandemic. These shortages impacted our ability to deliver product for virtually all of our brands.  Reduced store traffic also drove lower Batiste sales during the quarter. Demand for our products remains strong and we are grateful for our long-standing relationships with our customers while our team is quickly adapting to this unprecedented situation.”

Kevin Paprzycki, CFO added, “We began seeing improvement in the availability of key materials in early October.  While supply issues remain, at this point we are cautiously optimistic about stronger sales in the fourth quarter. This should allow us to resume cash generation and debt repayment.  We also expect approximately $0.3 million of final supply chain transition costs and acquisition related expenditures to impact our third quarter results.”

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, 2019 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.

Investor Relations Contact:

Kevin Paprzycki, CFO

303.576.6032