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, 2020. 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, 2020 for a discussion
of the uncertainties, risks and assumptions associated with these statements.

Executive Overview

Our Business

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 personal care products nationally and
internationally to mass merchandisers, drugstores, supermarkets, hardware
stores, e-commerce retailers, other retail outlets, and to wholesale
distributors.



Distribution Agreement with Church & Dwight



Our distribution agreement with Church & Dwight Co., Inc. and our subsidiary,
Neoteric Cosmetics, Inc., will not be extended beyond its existing expiration
date of December 31, 2021 (the "Expiration Date"). As a result, the distribution
agreement will expire on its own terms as of the Expiration Date and the Company
will cease to distribute Batiste Dry Shampoo products. Unless offset by
increased sales of our other products, the conclusion of this distribution
agreement will have a material impact on our net sales and result of operations
beginning in 2022. Net sales of Batiste were $5,327 and $8,797 for the years
ended December 31, 2020 and 2019, respectively.



COVID-19 Pandemic



In 2020, the global economy began experiencing a downturn related to the impacts
of the COVID-19 global pandemic. While many businesses resumed operations
towards the end of the second quarter of 2020, the effects of the pandemic have
continued into 2021 and the duration of the impact still remains uncertain. We
expect to see continued volatility in the economic markets and government
responses to the COVID-19 pandemic. These changing conditions and governmental
responses could have impacts on our operating results for the remainder of the
year or longer.

Supply Chain and Outsourcing Partners



As a result of COVID-19, we have encountered various supply chain disruptions
impacting the availability of certain raw materials for our finished goods
products. We have been proactively identifying alternative sources for delayed
raw materials. At times, our highest demand products were impacted by supply
chain disruptions, but availability continues to improve primarily as a result
of our actions to mitigate such disruptions. Our third-party logistics partners
are facing challenges with availability of staffing and transportation sources,
which could cause product shipments to be delayed.

Health and Safety



We have taken proactive, aggressive action to protect the health and safety of
our employees, customers, and partners. We monitor national, state, and local
health recommendations and regulations, and will implement additional protective
measures as appropriate.

Customer Demand

At the onset of the pandemic, as a result of government-mandated stay-at-home
orders, some of our customers were impacted and forced to cease operations.
Customer closings primarily impacted revenue for our Batiste Dry Shampoo
distributed products during the last part of March 2020. Shipments to our major
Batiste Dry Shampoo customers resumed in May 2020, but at lower levels than
preceded the pandemic.

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We continue to monitor the rapidly evolving situation and guidance from
international and domestic authorities, including federal, state, and local
public health authorities and may take additional actions based on their
recommendations. In these circumstances, there may be developments outside our
control requiring us to adjust our operating plan. Given the dynamic nature of
this situation, we cannot reasonably estimate the impacts of COVID-19 on our
financial condition, results of operations or cash flows in the future.



Results of Operations



Three months ended September 30, 2021 compared to three months ended
September 30, 2020



                                         Three Months Ended September 30, (in thousands)
                                                                         Increase / (Decrease)
                                   2021               2020                 $                %
Net sales                      $      8,555       $      7,197       $       1,358            18.9 %
Cost of sales                         5,413              3,973               1,440            36.2 %
Gross profit                          3,142              3,224                 (82 )          (2.5 %)
Gross margin                           36.7 %             44.8 %

Operating expenses:
Advertising                             144                169                 (25 )         (14.8 %)
Selling                               2,686              2,168                 518            23.9 %
General and administrative              836                976                (140 )         (14.3 %)
Intangible asset amortization           401                401                   -             0.0 %
Total operating expenses              4,067              3,714                 353             9.5 %
Loss from operations                   (925 )             (490 )              (435 )         (88.8 %)

Interest expense                       (208 )             (137 )               (71 )         (51.8 %)
Loss before income taxes             (1,133 )             (627 )              (506 )         (80.7 %)
Income tax (expense) benefit         (1,335 )              110              (1,445 )      (1,313.3 %)
Net loss                       $     (2,468 )     $       (517 )     $      (1,951 )        (377.3 %)

Net loss primarily due to the following:



      •  Despite increased sales from additional foot traffic at our retail
         customers and restored finished goods inventory of key products, we
         experienced a decrease in gross margin. This decrease was due to the
         sales mix and cost increases in our manufacturing partners' raw
         materials. Additionally, we impaired inventories related to slow moving
         and obsolete raw materials and finished goods.

• Increase in selling expenses primarily from transportation and labor

associated with our logistics and warehousing partners.

• Increase in interest expense associated with our UMB Loan Agreement. The


         increased debt resulting from simultaneous supply chain shortages and
         investment in building depleted finished goods inventories has also
         increased our interest expense.

• Increase in income tax expense due to the establishment of a valuation


         allowance against our deferred tax asset.


      •  Decrease in general and administrative expenses, which included
         acquisition-related expenses in the third quarter of 2020.


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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:



                            Three Months Ended September 30, (in thousands)
                                                           Increase / (Decrease)
                        2021              2020                $               %
Net sales            $     4,431       $     4,178       $        253           6.1 %
Gross profit         $     1,786       $     1,824       $        (38 )        (2.1 %)
Gross margin                40.3 %            43.7 %
Loss from operations $      (377 )     $       (90 )     $       (287 )      (318.9 %)

• Household products increase in net sales was attributable to additional

foot traffic at our retail customers from eased restrictions related to


         the COVID-19 pandemic in 2021.


      •  Gross profit and margin decreased due to cost increases in our

manufacturing partners' raw materials and inventory impairment related to


         slow moving and obsolete raw materials and finished goods.


      •  Additional loss from operations was related to increases in

transportation and labor associated with our logistics and warehousing


         partners.


Personal Care Products

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



                                            Three Months Ended September 30, (in thousands)
                                                                            Increase / (Decrease)
                                      2021               2020                 $                 %
Personal care net sales
Net sales - distributed products  $      1,535       $        943       $         592             62.8 %
Net sales - manufactured products        2,589              2,076                 513             24.7 %
Total personal care net sales     $      4,124       $      3,019       $       1,105             36.6 %

Gross profit                      $      1,356       $      1,400       $         (44 )           (3.1 %)
Gross margin                              32.9 %             46.4 %
Loss from operations              $       (548 )     $       (400 )     $        (148 )          (37.0 %)


      •  Net sales of distributed and manufactured personal care products
         increased due to additional foot traffic at our retail customers from
         eased restrictions related to the COVID-19 pandemic in 2021.
         Additionally, net sales increased due to restored finished goods
         inventory of key products in 2021.

• Decreased gross margin was driven by product sales mix and increasing

costs in our manufacturing partners' raw materials. Additionally, we

impaired inventories related to slow moving and obsolete raw materials


         and finished goods.


      •  Additional loss from operations was related to increases in

transportation and labor associated with our logistics and warehousing


         partners.


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Nine months ended September 30, 2021 compared to nine months ended September 30,
2020



                                            Nine Months Ended September 30, (in thousands)
                                                                            Increase / (Decrease)
                                      2021               2020                $                 %
Net sales                         $     26,439       $     21,134       $      5,305             25.1 %
Cost of sales                           15,637             11,578              4,059             35.1 %
Gross profit                            10,802              9,556              1,246             13.0 %
Gross margin                              40.9 %             45.2 %

Operating expenses:
Advertising                                506                531                (25 )           (4.7 %)
Selling                                  7,755              5,371              2,384             44.4 %
General and administrative               3,782              3,435                347             10.1 %
Intangible asset amortization            1,203                849                354             41.7 %
Total operating expenses                13,246             10,186              3,060             30.0 %
Loss from operations                    (2,444 )             (630 )           (1,814 )         (287.9 %)

Interest income                              -                  3                 (3 )         (100.0 %)
Interest expense                          (517 )             (215 )             (302 )         (140.5 %)
Other Income                                 -                350               (350 )         (100.0 %)
Loss before income taxes                (2,961 )             (492 )           (2,469 )         (501.8 %)
Income tax (expense) benefit              (853 )              174             (1,027 )         (590.2 %)
Net loss                          $     (3,814 )     $       (318 )     $     (3,496 )       (1,099.4 %)

Net loss primarily due to the following:



      •  Decrease in gross margin due to the sales mix and cost increases in our
         manufacturing partners' raw materials. Additionally, we impaired
         inventories related to slow moving and obsolete raw materials and
         finished goods.

• Increase in selling expenses primarily from transportation and labor

associated with our logistics and warehousing partners.

• Increase in general and administrative expenses is due to restructuring

costs associated with separation of employees in 2021, which were offset

by reduced professional costs from acquisition-related expenses that were

incurred in 2020.

• Increase in interest expense associated with our UMB Loan Agreement. The


         increased debt resulting from simultaneous supply chain shortages and
         investment in building depleted finished goods inventories has also
         increased our interest expense.

• Increase in income tax expense due to the establishment of a valuation

allowance against our deferred tax asset.




      •  Increase in gross profit, attributable to the acquisition of our BIZ and
         Dryel products in July 2020.





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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)
                                 2021              2020               $              %
Net sales                     $    12,618       $    8,582       $     4,036           47.0 %
Gross profit                  $     5,056       $    4,251       $       805           18.9 %
Gross margin                         40.1 %           49.5 %

(Loss) income from operations $ (1,853 ) $ 163 $ (2,016 ) (1,236.8 %)




      •  Household products increase in net sales and gross profit was
         attributable to our BIZ and Dryel acquisitions. This was offset by a
         decrease in net sales from key product shortages, including our Scott's
         Liquid Gold Wood Care product, where we experienced supply chain
         shortages until the third quarter of 2021.

• Gross margin decreased due to cost increases in our manufacturing


         partners' raw materials and inventory impairment related to slow moving
         and obsolete raw materials and finished goods.


      •  Additional loss from operations was related to increases in

transportation and labor associated with our logistics and warehousing


         partners.


Personal Care Products

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



                                            Nine Months Ended September 30, (in thousands)
                                                                            Increase / (Decrease)
                                     2021               2020                 $                  %
Personal care net sales
Distributed products             $      4,704       $      5,064       $         (360 )           (7.1 %)
Manufactured products                   9,117              7,488                1,629             21.7 %
Total personal care net sales    $     13,821       $     12,552       $        1,269             10.1 %

Gross profit                     $      5,746       $      5,305       $          441              8.3 %
Gross margin                             41.6 %             42.3 %
Loss from operations             $       (591 )     $       (793 )     $          202             25.5 %


      •  Net sales of distributed personal care products decreased due to the
         conclusion of our distribution arrangement with Montagne Jeunesse in the
         second quarter of 2020.

• Net sales of manufactured personal care products increased primarily due

to higher sales of our Alpha Skin Care line to China and e-commerce

partners as well as higher sales of our shampoo brands due to additional

foot traffic at our retail customers from eased restrictions related to

the COVID-19 pandemic in 2021.

• Decreased gross margin was driven by product sales mix and increasing

costs in our manufacturing partners raw materials. Additionally, we

impaired inventories related to slow moving and obsolete raw materials


         and finished goods.





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Liquidity and Capital Resources

Financing Agreements

Please see Note 7 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 September 30, 2021, we had $976 capacity on our revolving credit facility
with UMB, with $954 available based on our collateralized assets. Our cash on
hand was $12 as of September 30, 2021, an increase of $7 when compared to the
balance as of December 31, 2020. Cash on hand is kept at low levels to minimize
interest expense based on availability of the revolving credit facility.



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)
                        2021               2020                 $               %
Operating activities $    (1,640 )     $       4,302       $    (5,942 )       (138.1 %)
Investing activities        (262 )           (10,283 )          10,021           97.5 %
Financing activities       1,909               5,061            (3,152 )        (62.3 %)


      •  Net cash used in operating activities was primarily related to our
         investments in finished goods inventories.


• Net cash used in investing activities was related to capital expenditures

associated with our ERP software implementation.

• Net cash provided by financing activities was attributable to financing

from our UMB Loan Agreement to fund our operating and investing

activities.




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 liquidity has been
affected by the timing of our build of depleted finished goods inventories,
while our net sales have been delayed due to supply chain shortages. We expect
that our current cash reserves and availability under our UMB Loan Agreement and
La Plata Loan Agreement will be sufficient to meet operational cash needs during
the next twelve months, but further supply chain disruptions in the short-term
could limit our liquidity.





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