The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the unaudited condensed
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q and our audited financial statements and related
notes included in our Annual Report on Form 10-K for the year ended December 31,
2020, which was filed with the Securities and Exchange Commission (the "SEC") on
April 16, 2021. This discussion and analysis and other parts of this Quarterly
Report contain forward-looking statements based upon current beliefs, plans and
expectations that involve risks, uncertainties and assumptions. Any statements
contained herein that are not statements of historical fact, including
statements regarding guidance, industry prospects or future results of
operations or financial position made in this report are forward-looking. We
often use words such as "anticipates", "believes", "estimates", "expects",
"intends", "predicts", "hopes", "should", "plans", "will" and similar
expressions to identify forward-looking statements. These statements are based
on management's current expectations and accordingly are subject to uncertainty
and changes in circumstances. Actual results may vary materially from the
expectations contained herein due to various important factors, including (but
not limited to): the impact of the COVID-19 pandemic; the efficacy and
distribution of COVID-19 vaccines; consumer preferences, spending and debt
levels; the general economic and credit environment; interest rates; variations
in consumer purchasing activities; competitive pressures on sales; the loss of a
significant customer or material reduction of business with a significant
customer; pricing and gross sales margins; the associated fees or estimated cost
savings from contract renegotiations; and our ability to establish and maintain
acceptable commercial terms with contract manufacturers. We undertake no
obligation to publicly update or revise any forward-looking statements except as
required by law.



Overview



We are an integrated formulator, marketer, distributor, and retailer of branded
nutritional supplements and other natural products sold to and through domestic
health and natural food stores, mass market retailers, specialty retailers,
on-line retailers, and websites. Internationally, we market and distribute
branded nutritional supplements and other natural products to and through health
and natural product distributors and retailers.



Our products include vitamins, minerals, specialty supplements, and sports
nutrition products primarily under the Twinlab®, Reserveage and ResVitale®
brands. We also formulate, market and sell diet and energy products under the
Metabolife® brand, and a full line of herbal teas under the Alvita® brand. To
accommodate consumer preferences, our products come in various formulations and
delivery forms, including capsules, tablets, softgels, chewables, liquids,
sprays, powders, and whole herbs. These products are sold primarily through
health and natural food stores and on-line retailers, supermarkets, and
mass-market retailers.



We distribute one of the broadest branded product lines in the industry with
approximately 260 stock keeping units, or SKUs. We believe that as a result of
our emphasis on innovation, quality, loyalty, education and customer service,
our brands are widely recognized in health and natural food stores and among
their customers. In most periods since our formation, we have generated losses
from operations.



We also perform services between private label distributors and contract
manufacturers under the NutraScience Labs ("NSL") brand name. NSL facilitates
the production of new supplements to market and reformulates existing products
to include scientifically-backed ingredients. We provide our customers with
numerous production services, including manufacturing, testing, label and
packaging design, order fulfillment, and regulatory compliance.



NSL facilitates the contract manufacture of a variety of high-quality vitamin
and supplement products, including but not limited to, immune support
supplements, cognitive support products, prebiotics and probiotics, supplements
for weight management, and sports nutrition supplements. Our role in the
production of these products is to help our customers manufacture or reformulate
dietary supplements for sale and distribution. We do this by working with
contract manufacturers to build scientifically backed formulas for resale to our
end customers. We also simplify the production process by providing quality
control checks, storing inventory on site, labeling and designing finished
products, and drop shipping finished products ready for sale to our end
customers. We do not market these private label products, but rather sell the
products to the customer, who is then responsible for the marketing,
distribution, and sale to retailers or to their end customers.

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Going Concern Uncertainty



The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which assumes continuity of operations and realization
of assets and liabilities in the ordinary course of business. In most periods
since our formation, we have generated losses from operations. At September 30,
2021, we had an accumulated deficit of $333.0 million. Historical losses are
primarily attributable to lower than planned sales resulting from low fill rates
on demand due to limitations of our working capital, delayed product
introductions and postponed marketing activities, merger-related and other
restructuring costs, interest and refinancing charges associated with our debt
refinancing, and impairment of goodwill and intangible assets. Losses have been
funded primarily through issuance of common stock and third-party or related
party debt.



Because of our history of operating losses and increase in debt over time, we
have a working capital deficiency of $115.5 million at September 30, 2021. We
also have $100.2 million of debt, net of discount, which could be due within the
next 12 months. These continuing conditions, among others, raise substantial
doubt about our ability to continue as a going concern.



Management has addressed operating issues through the following actions:
focusing on growing the core business and brands; continuing emphasis on major
customers and key products; reducing manufacturing and operating costs and
continuing to negotiate lower prices from major suppliers. We believe that we
may need additional capital to execute our business plan. If additional funding
is required, there can be no assurance that sources of funding will be available
when needed on acceptable terms or at all.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.





Results of Operations

Comparison of the Three and Nine Month Periods Ended September 30, 2021 and 2020

The following table summarizes our financial results for the three and nine month periods ended September 30, 2021 and 2020:





                           Three Months Ended                                       Nine Months Ended
                              September 30,           Increase          %             September 30,            Increase          %
                            2021          2020       (Decrease)       Change        2021          2020        (Decrease)       Change
    Net sales            $   18,272     $ 18,371     $       (99 )         -1 %   $  55,841     $ 47,012     $      8,829           19 %
    Cost of sales            12,230       14,669          (2,439 )        -17 %      37,844       35,322            2,522            7 %
    Gross profit              6,042        3,702           2,340           63 %      17,997       11,690            6,307           54 %
    Operating costs
    and expenses:
    Selling expenses            912          420             492          117 %       2,538        1,044            1,494          143 %
    General and
    administrative
    expenses                  4,096        2,981           1,115           37 %       9,067       12,567           (3,500 )        -28 %

Income (loss) from


    operations                1,034          301             733          244 %       6,392       (1,921 )          8,313          433 %

    Other income
    (expense):

Interest expense,


    net                      (2,208 )     (2,183 )            25            1 %      (6,619 )     (6,489 )            130            2 %
    Gain on change in
    derivative
    liabilities                   -          178            (178 )       -100 %           -           35              (35 )       -100 %
    Other income
    (expense)                   (14 )       (148 )          (134 )        -91 %         504           (3 )            507       16,900 %
    Total other
    expense                  (2,222 )     (2,153 )            69            3 %      (6,115 )     (6,457 )           (342 )         -5 %

Income (loss)

before income


    taxes                    (1,188 )     (1,852 )           664

36 % 277 (8,378 ) 8,655 103 %



    Provision for
    income taxes                  -            -                                          -            -

    Total net income
    (loss)               $   (1,188 )   $ (1,852 )   $       664
36 %   $     277     $ (8,378 )   $      8,655          103 %




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Net Sales





Net sales decreased by 1% for the three month period ended September 30,
2021 compared to the same period in 2020 due to a recovery of sales related to
COVID-19 in 2020 that was not similarly realized in 2021. The increase in our
net sales of 19% for the nine month period ended September 30, 2021 compared to
the same period in 2020 is due to a recovery from the negative impacts of the
COVID-19 pandemic upon 2020 sales figures as well as increased demand from some
of our major customers.



Gross Profit



Our overall gross profit increase of 63% and 54% for the three month and nine
month periods ended September 30, 2021 compared to the same periods in 2020 was
primarily due to a focus on SKUs with higher margins and a reduction in supply
chain costs as part of the recovery from the negative impacts of the COVID-19
pandemic.



Selling Expenses



Our selling expenses increased by 117% and 143% for the three month and nine
month periods ended September 30, 2021 compared to the same periods in 2020
primarily due to increased advertising and marketing campaigns related to a new
product launch, as well as the launch of our new websites and trade show
attendance.

General and Administrative Expenses





Our general and administrative expenses increased by 37% for the three month
period ended September 30, 2021 compared to the same period in 2020
primarily due to an increase in staffing levels. For the nine month period ended
September 30, 2021, our general and administrative expenses decreased by 28%
compared to the same period in 2020 due to the recognition of bad debt in 2020
due to the bankruptcy of the Company's largest customer.



Interest Expense, Net



Our interest expense slightly increased by $25 and $130, or 1% and 2%, for the
three month and nine month periods ended September 30, 2021 compared to the same
periods in 2020. The increases were primarily due to increased debt via the
addition of two PPP loans (See Other Debt in Note 6).

Gain on Change in Derivative Liabilities





We have recorded the estimated fair value of the warrants as of the date of
issuance. Due to the variable terms of the warrant agreements, changes in the
estimated fair value of the warrants from the date of issuance to each balance
sheet reporting date are recorded as derivative liabilities with a corresponding
charge to our condensed consolidated statements of operations. As of September
30, 2021, none of the warrants that resulted in the recording of the related
derivative liabilities are outstanding.

Liquidity and Capital Resources





At September 30, 2021, we had an accumulated deficit of $333.0 million primarily
because of our history of operating losses and our recording of derivative
liabilities and loss on stock purchase guarantee. We have a working capital
deficiency of $115.5 million at September 30, 2021. Losses have been funded
primarily through the issuance of common stock and warrants, borrowings from our
stockholders and third-party debt and proceeds from the exercise of warrants. As
of September 30, 2021, we had cash of $2,148. On an ongoing basis, we also seek
to improve operating cash through trade receivables and payables management as
well as inventory stocking levels. We used net cash in operating activities of
$730 for the nine months ended September 30, 2021. During the nine months ended
September 30, 2021, we incurred net borrowings from our revolving credit
facility of $1,257.



Our total liabilities increased by $9.4 million to $146.5 million at September
30, 2021 from $137.1 million at December 31, 2020 primarily due to the increase
of $4.9 million in accrued interest and $3.3 million in notes payable.

Cash Flows from Operating, Investing and Financing Activities





Net cash used in operating activities was $0.7 million for the nine months ended
September 30, 2021 as a result of our net income of $0.3 million, a recovery for
losses on accounts receivable of $682 in doubtful accounts receivable, other
non-cash expenses totaling $653, net and a decrease in net operating assets and
liabilities of $978. By comparison, for the nine months ended September 30,
2020, net cash used in operating activities was $4.4 million as a result of our
net loss of $8.4 million, a recovery for losses on accounts receivable of $3,251
in doubtful accounts receivable, a non-cash gain on change in derivative
liabilities of $35, other non-cash expenses totaling $1,981 net, and an increase
in net operating assets and liabilities of $5,275.

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Net cash provided by financing activities was $2,601 for the nine months ended
September 30, 2021, consisting of net borrowings of $1,257 under our revolving
credit facility, and proceeds from the issuance of debt of $1,344.

Ongoing Funding Requirements

As set forth above, we obtained additional debt financing in the year ended December 31, 2020 and the nine months ended September 30, 2021 to support operations. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditure requirements.





In response to COVID-19 and to protect our liquidity and cash position, we have
taken a number of steps. In August of 2020, we obtained deferment letters from
each of Great Harbor Capital, LLC, Little Harbor, LLC, and Golisano LLC,
pursuant to which each lender agreed to defer all payments due under outstanding
notes held by each lender through October 22, 2021 and agreed to refrain from
declaring a default and/or exercising any remedies under the outstanding
notes. Amendments to extend the maturity date and related payment deferrals have
not been executed and these notes are currently in default.  We anticipate
extending the maturity dates and related payment deferrals with the lending
parties in December of 2021. On May 7, 2020, TCC received the proceeds of a loan
from Fifth Third Bank in the amount of $1.7 million obtained under the Paycheck
Protection Program under the Coronavirus Aid, Relief, and Economic Security Act
(the "CARES Act"), which was enacted March 27, 2020 (the "PPP Loan"). The PPP
Loan, evidenced by a promissory note dated May 5, 2020 (the "PPP Note"), has a
two-year term and bears interest at a rate of 1.0% per annum, with the monthly
principal and interest payments that were due beginning December 1, 2020;
however, the Company is applying for debt forgiveness for this loan. On January
25, 2021, TCC applied for another PPP Loan with Fifth Third Bank in the amount
of $1.3 million (the "Second PPP Loan").  The Second PPP Loan, evidenced by a
promissory note dated February 5, 2021 (the "Second PPP Note"), has a two-year
term and bears interest at a rate of 1.0% per annum, with expected monthly
principal and interest payments that were due to begin September 1, 2021;
however, the Company is applying for debt forgiveness for this loan.



TCC may prepay 20% or less of the principal balances of the notes at any time
without notice. TCC used the proceeds of the PPP Loans for payroll, office rent,
and utilities which allows the Company to seek forgiveness of these loans. While
we intend to pursue the forgiveness of the PPP loan and Second PPP loan received
in accordance with the requirements and limitations under the CARES Act, no
assurance can be provided that forgiveness of any portion of the PPP Loan will
be obtained.



Until such time, if ever, as we can generate substantial product revenues, we
intend to finance our cash needs through a combination of equity offerings, debt
financings, collaborations, strategic alliances and licensing arrangements.
There can be no assurance that any of those sources of funding will be available
when needed on acceptable terms or at all. To the extent that we raise
additional capital through the sale of equity or convertible debt securities,
the ownership interests of existing stockholders will be diluted, and the terms
of these securities may include liquidation or other preferences that adversely
affect the rights of existing stockholders. Debt financing, if available, may
involve agreements that include covenants limiting or restricting our ability to
take specific actions, such as incurring additional debt, making capital
expenditures or declaring dividends. If we raise funds through collaborations,
strategic alliances or licensing arrangements with third parties, we may have to
relinquish valuable rights to our technologies, future revenue streams, research
programs or product candidates or to grant licenses on terms that may not be
favorable to us. If we are unable to raise additional funds through equity or
debt financings or relationships with third parties when needed or on acceptable
terms, we may be required to delay, limit, reduce or terminate our product
development or future commercialization efforts; abandon our business strategy
of growth through acquisitions; or grant rights to develop and market product
candidates that we would otherwise prefer to develop and market ourselves.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable SEC rules.

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