<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 1997

                         Commission file number 0-21003


                               TWINLAB CORPORATION

             (Exact name of registrant as specified in its charter)

        Delaware                                          11-3317986
(State of incorporation)                       (IRS Employer Identification No.)

2120 Smithtown Avenue, Ronkonkoma, New York                  11779
 (Address of principal executive office)                   (zip code)

                                 (516) 467-3140
              (Registrant's telephone number, including area code)


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 X     NO____


At July 31, 1997, the registrant had 27,0000,000 of common stock outstanding.
<PAGE>   2
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1:   FINANCIAL STATEMENTS

                      TWINLAB CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                (IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       JUNE 30, 1997      DECEMBER 31, 1996(1)
                                                                        (unaudited)
<S>                                                                     <C>                <C>
          ASSETS
          Current Assets:
            Cash and cash equivalents                                    $   2,351             $   3,794
            Accounts receivable, net of allowance for
              bad debts of $408 and $208 respectively                       30,244                31,027
            Inventories                                                     38,515                29,443
            Deferred tax assets                                                877                 1,218
            Prepaid expenses and other current assets                        1,526                 1,076
                                                                         ---------             ---------
                   Total Current Assets                                     73,513                66,558

          Property, plant and equipment, net                                14,063                14,157

          Deferred tax assets                                               50,974                52,858

          Other assets                                                       7,637                 7,964
                                                                         ---------             ---------
          TOTAL                                                          $ 146,187             $ 141,537
                                                                         =========             =========

          LIABILITIES AND SHAREHOLDERS' EQUITY
          Current Liabilities:
            Current portion of long-term debt                            $  17,085             $  20,085
            Current portion of capital lease obligation                        152                   146
            Accounts payable                                                11,411                10,313
            Accrued expenses and other current liabilities                   5,113                 8,882
                                                                          ---------             ---------
                   Total Current Liabilities                                33,761                39,426
          Long-term debt, less current portion                             100,253               100,265
          Capital lease obligations, less current portion                       80                   158
                                                                         ---------             ---------

                   Total Liabilities                                       134,094               139,849
                                                                         ---------             ---------

          Commitments and contingencies

          Shareholders' equity
            Preferred stock, $.01 par value; 2,000,000 shares
             authorized; none issued
            Common stock, $1.00 par value; 75,000,000 shares
             authorized; 27,000,000 shares outstanding as of                
             June 30, 1997 and December 31, 1996                            27,000                27,000
            Additional paid-in capital                                     141,338               141,338
            Accumulated deficit                                           (156,245)             (166,650)
                                                                         ---------             ---------
                   Total Shareholders' Equity                               12,093                 1,688
                                                                         ---------             ---------
          TOTAL                                                          $ 146,187             $ 141,537
                                                                         =========             =========
</TABLE>


          (1) The consolidated balance sheet as of December 31, 1996 has been
              taken from the audited financial statements at that date.


                                       1
<PAGE>   3
                      TWINLAB CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED JUNE 30,                SIX MONTHS ENDED JUNE 30,
                                                         ---------------------------                -------------------------
                                                         1997                  1996                1997                 1996
                                                        --------             --------             --------             --------
                                                                 (UNAUDITED)                               (UNAUDITED)
<S>                                                     <C>                  <C>                  <C>                  <C>
NET SALES                                               $ 44,567             $ 37,853             $ 95,736             $ 81,837
COST OF SALES                                             25,389               21,490               54,572               47,852
                                                        --------             --------             --------             --------
GROSS PROFIT                                              19,178               16,363               41,164               33,985
OPERATING EXPENSES                                         8,400                7,517               18,088               14,816
                                                        --------             --------             --------             --------
INCOME FROM OPERATIONS                                    10,778                8,846               23,076               19,169
                                                        --------             --------             --------             --------
OTHER (EXPENSE) INCOME:
  Interest income                                             41                  148                   85                  315
  Interest expense                                        (3,138)              (2,367)              (6,182)              (2,591)
  Transaction expenses                                        --                   --                   --                 (400)
  Non recurring non-competition agreement
    expense                                                   --              (15,300)                  --              (15,300)
  Other                                                        6                  (22)                  12                  (23)
                                                        --------             --------             --------             --------
                                                          (3,091)             (17,541)              (6,085)             (17,999)
                                                        --------             --------             --------             --------
INCOME BEFORE PROVISION FOR (BENEFIT
  FROM) INCOME TAXES                                       7,687               (8,695)              16,991                1,170

PROVISION FOR (BENEFIT FROM) INCOME
  TAXES                                                    2,949               (4,373)               6,586               (4,287)
                                                        --------             --------             --------             --------
NET INCOME (LOSS)                                       $  4,738             $ (4,322)            $ 10,405             $  5,457
                                                        ========             ========             ========             ========

NET INCOME PER SHARE                                    $   0.18                                  $   0.39
                                                        ========                                  ======== 
WEIGHTED AVERAGE SHARES
  OUTSTANDING                                             27,025                                   27,020
                                                         ========                                ========

PRO FORMA RELATING TO CHANGE IN
  TAX STATUS*
  Historical income (loss)  before provision                               
   for income taxes                                                          $ (8,695)                                 $  1,170
  Pro forma provision for income taxes                                          2,682                                     6,588
                                                                             --------                                  --------
  Pro forma net loss relating to change in
    tax status                                                                (11,377)                                   (5,418)
  Prefered stock dividends                                                     (1,247)                                   (1,247)
                                                                             --------                                  --------
  Net loss applicable to common stock                                        $(12,624)                                 $ (6,665)
                                                                             ========                                  ========
  Net loss per share                                                         $  (0.47)                                 $  (0.25)
                                                                             ========                                  ========
  Weighted average shares outstanding                                          27,000                                    27,000
                                                                             ========                                  ========

</TABLE>


*  The Company consisted of "S" Corporations through May 7, 1996 as a result of
   which federal and state taxes were generally paid at the shareholder level
   only. The pro forma information assumes the Company had elected "C"
   Corporation status, and had not elected "S" Corporation status.


                                       2
<PAGE>   4
                      TWINLAB CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            SIX MONTHS ENDED JUNE 30,
                                                                            1997                  1996
                                                                          --------             ---------
                                                                                   (UNAUDITED)
<S>                                                                       <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                              $ 10,405             $   5,457
  Adjustment to reconcile net income to net cash provided by
   operating activities:
   Depreciation and amortization                                               873                   742
   Bad debt expense                                                            200                    51
   Deferred income taxes                                                     2,225                (4,392)
   Nonrecurring non-competition agreement expense                               --                15,300
   Changes in operating assets and liabilities:
     Accounts receivable                                                       583                 1,620
     Inventories                                                            (9,072)               (5,680)
     Prepaid expenses and other current assets                                (450)                 (458)
     Accounts payable                                                        1,098                 1,824
     Accrued expenses and other current liabilities                         (3,769)                2,316
                                                                          --------             ---------

         Net cash provided by operating activities                           2,093                16,780
                                                                          --------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of property plant and equipment                         2,491                    10
  Acquisition of property, plant and equipment                              (2,920)                 (483)
  Increase in other assets                                                     (23)               (6,045)
                                                                          --------             ---------

         Net cash used in investing activities                                (452)               (6,518)
                                                                          --------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of debt                                                --               153,000
  Distributions to shareholders                                                 --                (8,929)
  Proceeds from issuance of preferred stock                                     --                67,000
  Payments of debt                                                          (3,012)              (10,990)
  Issuance of capital stock                                                     --                 5,500
  Principal payments of capital lease obligations                              (72)                  (67)
  Repurchase of shareholders common stock and recapitalization                  --              (215,737)
                                                                          --------             ---------


         Net cash used in financing activities                              (3,084)              (10,223)
                                                                          --------             ---------

Net (decrease) increase in cash and cash equivalents                        (1,443)                   39
Cash and cash equivalents at beginning of period                             3,794                 7,945
                                                                          --------             ---------
Cash and cash equivalents at end of period                                $  2,351             $   7,984
                                                                          ========             =========

Supplemental disclosures of cash flow information:
  Cash paid during the periods for:
   Interest                                                               $  5,738             $     435
                                                                          ========             =========
   Income taxes                                                           $  5,701             $     123
                                                                          ========             =========
</TABLE>


                                       3
<PAGE>   5
                      TWINLAB CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

           (ALL AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATE)
--------------------------------------------------------------------------------



1.    In the opinion of management, the accompanying consolidated unaudited
      financial statements include all necessary adjustments (consisting of
      normal recurring accruals) and present fairly the financial position of
      Twinlab Corporation and subsidiaries as of June 30, 1997, the results of
      its operations for the three months and six months ended June 30, 1997 and
      1996, and its cash flows for the six months ended June 30, 1997 and 1996,
      in conformity with generally accepted accounting principles for the
      interim financial information applied on a consistent basis. The results
      of operations for the three months and six months ended June 30, 1997 are
      not necessarily indicative of the results to be expected for the full
      year.

      Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with generally accepted
      accounting principles have been omitted. These financial statements should
      be read in conjunction with the audited consolidated financial statements
      and notes thereto included in Twinlab Corporation's December 31, 1996
      Annual Report to Stockholders on Form 10-K as filed with the Securities
      and Exchange Commission.

2.    PRO FORMA INFORMATION

      The Company completed a recapitalization transaction in May of 1996
      (including a change in the Company's tax status from "S" to "C"
      corporation status) and subsequently completed an initial public offering
      ("IPO") of its common stock in November of 1996. The following unaudited
      pro forma results of operations give effect to the Company's
      recapitalization transaction and its change from "S" to "C" corporation
      status and subsequent IPO as if each occurred as of January 1, 1996 and
      exclude the effects of $15.3 million of nonrecurring non-competition
      agreement expense and nonrecurring transaction expenses. The pro forma
      operations data have been prepared for comparative purposes only and do
      not purport to represent what the Company's actual results of operations
      would have been had the recapitalization transaction and subsequent IPO in
      fact occurred on January 1, 1996.

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED    SIX MONTHS ENDED
                                       JUNE 30, 1996        JUNE 30, 1996
                                       -------------        -------------
                                        (UNAUDITED)          (UNAUDITED)
<S>                                 <C>                   <C>
              Net sales                  $ 37,853              $ 81,837
              Interest expense              2,613                 5,540
              Net income                    3,673                 8,079
              Net income per share           0.14                  0.30
</TABLE>

3.    CONDENSED AND SUMMARIZED FINANCIAL INFORMATION

      The Company's amended revolving credit facility and restrictive covenants
      contained in the indenture governing the senior subordinated notes
      restrict the payment of dividends and the making of loans, advances, or
      other distributions to Twinlab Corporation ("TLC") except in certain
      limited circumstances. The condensed financial information of TLC, on a
      stand-alone basis, is as follows:


                                       4
<PAGE>   6
<TABLE>
<CAPTION>
                                                JUNE 30, 1997     DECEMBER 31, 1996
                                                -------------     -----------------
      CONDENSED BALANCE SHEETS                   (UNAUDITED)
<S>                                               <C>                 <C>
      ASSETS
      Cash                                        $      165          $     162
      Investment in subsidiaries                      11,928              1,526
                                                  ----------          ---------
                                                  $   12,093          $   1,688
                                                  ==========          =========
      SHAREHOLDERS' EQUITY
      Common stock ($1.00 par value;
      75,000,000 shares authorized; 27,000,000
      outstanding                                     27,000             27,000
      Additional paid-in capital                     141,338            141,338
      Accumulated deficit                           (156,245)          (166,650)
                                                  ----------          ---------
                                                  $   12,093          $   1,688
                                                  ==========          =========
</TABLE>

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED JUNE 30,            SIX MONTHS ENDED JUNE 30,
                                                1997               1996                1997              1996
                                               ------            -------             -------            ------
CONDENSED STATEMENTS OF INCOME                       (UNAUDITED)                             (UNAUDITED)
<S>                                           <C>               <C>                 <C>                <C>
  Equity interest in net income of            
    subsidiaries                              $4,767            $(4,322)            $10,533            $5,457
  Interest income                                  2                 --                   3                --
                                              ------            -------             -------            ------
  Income (loss) before provision               
    for income taxes                           4,769             (4,322)             10,536             5,457
  Provision for income taxes                      31                 --                 131                --
                                              ------            -------             -------            ------
  Net income (loss)                           $4,738            $(4,322)            $10,405            $5,457
                                              ======            =======             =======            ======
</TABLE>


<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED JUNE 30,
                                                             1997                  1996
                                                           --------             ---------            
CONDENSED STATMENTS OF CASH FLOWS                                   (UNAUDITED)
<S>                                                        <C>                  <C>
        CASH FLOWS FROM OPERATING ACTIVITIES
          Net income                                       $ 10,405             $   5,457
                                                           --------             ---------
        CASH FLOWS FROM INVESTING ACTIVITIES
          Equity investments in subsidiaries                (10,402)              146,709
                                                           --------             ---------
        CASH FLOWS FROM FINANCING ACTIVITIES
          Distributions to shareholders                          --                (8,929)
          Proceeds from issuance of preferred                   
            stock                                                --                67,000
          Issuance of capital stock                              --                 5,500
          Repurchase of shareholders' common
            stock and recapitalization                           --              (215,737)
                                                           --------             ---------
          Net cash used in financing activities                  --              (152,166)
                                                           --------             ---------
        Net increase in cash                                      3                    --
        Cash at beginning of period                             162                    --
                                                           --------             ---------
        Cash at end of period                              $    165             $       -
                                                           ========             =========
</TABLE>

Twin Laboratories Inc. ("Twin") and Advanced Research Press. ("ARP") are,
respectively, a direct and indirect wholly-owned subsidiary of TLC. TLC and ARP
have provided joint and several, full and unconditional senior subordinated
guarantees of the senior subordinated notes of Twin.

The assets, results of operations and shareholders' equity of Twin comprise
substantially all of the assets, results of operations and shareholders' equity
of TLC on a consolidated basis. TLC has no separate operations and has no
significant assets other than TLC's investment in Twin and, through Twin, in
ARP. Twin has no direct or indirect subsidiaries other than ARP; and neither
Twin nor ARP has any stockholder other than respectively, TLC and Twin.
Accordingly, the Company has determined that separate financial statements of
Twin and ARP would not be material to investors and, therefore, are not included
herein.


                                       5
<PAGE>   7
Summarized financial information of Twin is as follows:

<TABLE>
<CAPTION>
                                    AS OF JUNE 30, 1997   AS OF DECEMBER 31, 1996
                                    -------------------   -----------------------
                                        (UNAUDITED)
<S>                                 <C>                   <C>
             Current assets               $ 75,183                $68,100
             Noncurrent assets              72,674                 74,979
             Current liabilities            33,761                 39,426
             Noncurrent liabilities        100,333                100,423
             Shareholder's equity           13,763                  3,230
</TABLE>



<TABLE>
<CAPTION>
                              THREE MONTHS ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,
                              ---------------------------   -------------------------
                                   1997        1996            1996        1997
                                   ----        ----            ----        ---
                                     (UNAUDITED)                 (UNAUDITED)
<S>                           <C>             <C>            <C>         <C>
             Net sales         $ 44,567       $37,853        $95,736     $81,837
             Gross profit        19,178        16,363         41,164      33,985
             Net income (loss)    4,767        (4,322)        10,533       5,457
</TABLE>


      Summarized financial information of ARP is as follows:

<TABLE>
<CAPTION>
                                     AS OF JUNE 30, 1997    AS OF DECEMBER 31,1996
                                     -------------------    ----------------------
                                         (UNAUDITED)
<S>                                  <C>                    <C>
             Current assets                $1,400                 $1,577
             Noncurrent assets                192                    182
             Current liabilities              792                  1,200
             Noncurrent liabilities             -                      -
             Shareholder's equity             800                    559
</TABLE>


<TABLE>
<CAPTION>
                             THREE MONTHS ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,
                                   1997          1996        1997         1996
                                   ----          ----        ----         ----
                                      (UNAUDITED)               (UNAUDITED)
<S>                               <C>          <C>          <C>          <C>
             Net sales            $1,362       $1,619       $2,953       $3,038
             Gross profit            298          334          704          467
             Net income               95          253          241          276
</TABLE>

4.    INVENTORIES

      Inventories consist of the following:

<TABLE>
<CAPTION>
                                          JUNE 30, 1997      DECEMBER 31,1996
                                          -------------      ----------------
                                           (UNAUDITED)
<S>                                       <C>                <C>
             Raw Materials                   $  14,857           $ 10,802
             Work in Process                     6,955              8,712
             Finished Goods                     16,703              9,929
                                             ---------           --------
                        Total                $  38,515           $ 29,443
                                             =========           ========
</TABLE>

5.    SUBSEQUENT EVENT

      On July 1, 1997, the Company and Rexall Sundown, Inc. confirmed that they
      were engaged in substantive discussions relating to a potential merger,
      which would contemplate that Rexall Sundown, Inc. would issue 0.74 shares
      of its common stock for each outstanding share of the Company's common
      stock. In connection with this transaction, the two parties have jointly
      approached the Securities and Exchange Commission to confirm that the
      potential merger of the two companies would be accounted for as a pooling
      of interests. Any agreement would be subject to a number of conditions,
      including satisfactory completion of due diligence by each party,
      appropriate confirmation of the applicability of pooling of interests


                                       6
<PAGE>   8
      accounting, Board and shareholder approval by each party, receipt by each
      party's Board of Directors of a satisfactory fairness opinion and
      regulatory approval.

ITEM 2.: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      GENERAL

      The following discussion and analysis should be read in conjunction with
      the response to Part I, Item 1 of this report.

      The Company operates in one business segment, the manufacture and
      marketing of brand name nutritional supplements. Within this segment, the
      Company operates in two primary business areas: the TWINLAB Division and
      the herbal products category. Products sold under the TWINLAB brand name
      include vitamins, minerals, amino acids, fish and marine oils, sports
      nutrition products and special formulas. The herbal products category
      includes a full line of herbal supplements and phytonutrients marketed by
      the Nature's Herbs Division and a full line of herb teas marketed by the
      Alvita Tea Division. In addition, the Company's publishing activities are
      conducted through its subsidiary, Advanced Research Press, Inc.

      RESULTS OF OPERATIONS

      SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

      NET SALES: Net sales for the six months ended June 30, 1997 was $95.7
      million, an increase of $13.9 million, or 17.0%, as compared to net sales
      of $81.8 million for the six months ended June 30, 1996. The 17.0%
      increase was attributable to increases in gross sales, partially offset by
      an increase in discounts and allowances which was due to the Company's
      increased sales volume. TWINLAB brand net sales contributed $76.9 million,
      an increase of $11.9 million, or 18.3%, as compared to $65.0 million for
      the six months ended June 30, 1996. The increase in net sales was
      primarily due to the expansion of established accounts, improved business
      development in other channels of distribution, increased sales of existing
      products, new product introductions, and product specific advertising.
      Herbal products contributed $16.2 million, an increase of $2.1 million, or
      15.0%, as compared to $14.1 million for the six months ended June 30,
      1996. Publishing activities contributed $2.6 million as compared to $2.7
      million for the six months ended June 30, 1996.

      GROSS PROFIT: Gross profit for the six months ended June 30, 1997 was
      $41.2 million, which represented an increase of $7.2 million, or 21.1%, as
      compared to $34.0 million for the six months ended June 30, 1996. Gross
      profit margin was 43.0% for the six months ended June 30, 1997 as compared
      to 41.5% for the six months ended June 30, 1996. The overall increase in
      gross profit dollars was attributable to the Company's higher sales volume
      for the six months ended June 30, 1997. The increase in gross profit
      margin for the six months ended June 30, 1997 as compared to the six
      months ended June 30, 1996 was due primarily to a more favorable product
      mix, to higher gross profit margins on recently introduced new product
      formulations and product line extensions, and to continued absorption of
      manufacturing overhead expenses over a larger sales base, partially offset
      by an increase in credits and discounts.

      OPERATING EXPENSES: Operating expenses were $18.1 million for the six
      months ended June 30, 1997, representing an increase of $3.3 million, or
      22.1%, as compared to $14.8 million for the six months ended June 30,
      1996. As a percent of net sales, operating expenses increased from 18.1%
      for the six months ended June 30, 1996 to 18.9% for the six months ended
      June 30, 1997. The increase in operating expenses and operating expenses
      as a percent of net sales was primarily attributable to increased selling
      and marketing expenses and higher general and administrative expense
      resulting from the Company's increased level of operations for the six
      months ended June 30, 1997.

      INCOME FROM OPERATIONS: Income from operations was $23.1 million for the
      six months ended June 30, 1997, representing an increase of $3.9 million,
      or 20.4%, as compared to $19.2 million for the six months ended June 30,
      1996. Income from operations margin increased to 24.1% of net sales for
      the six months ended June 30, 1997, as compared to 23.4% of net sales for
      the six months ended June 30, 1996. The increase in income from operations
      and income from operations margin was primarily due to the Company's
      higher sales volume


                                       7
<PAGE>   9
      together with higher gross margins, offset in part by higher operating
      expenses as a percent of net sales for the six months ended June 30, 1997.

      OTHER EXPENSE: Other expense was $6.1 million for the six months ended
      June 30, 1997, as compared to $18.0 million for the six months ended June
      30, 1996. The net decrease of $11.9 million is primarily attributable to a
      $15.7 million decrease in nonrecurring non-competition agreement expense
      and transaction expenses which were incurred in 1996 offset by an increase
      in interest expense of $3.6 million resulting from increased borrowings.

      THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30,
      1996

      NET SALES: Net sales for the three months ended June 30, 1997 was $44.6
      million, an increase of $6.7 million, or 17.7%, as compared to net sales
      of $37.9 million for the three months ended June 30, 1996. The 17.7%
      increase was attributable to increases in gross sales, partially offset by
      an increase in discounts and allowances which was due to the Company's
      increased sales volume. Net sales of TWINLAB products contributed $35.3
      million, an increase of $4.9 million or 16.1% as compared to $30.4 million
      for the three months ended June 30, 1996. The increase in net sales was
      primarily due to the expansion of established accounts, improved business
      development in other channels of distribution, increased sales of existing
      products, and product specific advertising. Herbal products contributed
      $8.1 million, an increase of $2.1 million, or 35.0% as compared to $6.0
      million for the three months ended June 30, 1996. Publishing activities
      contributed $1.2 million as compared to $1.5 million for the three months
      ended June 30, 1996.

      GROSS PROFIT: Gross profit for the three months ended June 30, 1997 was
      $19.2 million, which represented an increase of $2.8 million, or 17.2%, as
      compared to $16.4 million for the three months ended June 30, 1996. Gross
      profit margin was 43.0% for the three months ended June 30, 1997 as
      compared to 43.2% for the three months ended June 30, 1996. The overall
      increase in gross profit dollars was attributable to the Company's higher
      sales volume for the three months ended June 30, 1997. The decrease in
      gross profit margin for the three months ended June 30, 1997 as compared
      to the three months ended June 30, 1996 was due primarily to product mix
      and an increase in credits and discounts.

      OPERATING EXPENSES: Operating expenses were $8.4 million for the three
      months ended June 30, 1997 representing an increase of $0.9 million, or
      11.7%, as compared to $7.5 million for the three months ended June 30,
      1996. As a percent of net sales, operating expenses decreased from 19.9%
      for the three months ended June 30, 1996 to 18.8% for the three months
      ended June 30, 1997. The increase in operating expenses was primarily
      attributable to higher general and administrative expenses offset by
      decreased selling and marketing expenses. The Company's increased level of
      operations contributed to the increase in general and administrative
      expense for the three months ended June 30, 1997. The decrease in
      operating expenses as a percent of net sales was primarily due to
      increased sales volume and absorption of expenses over a larger base.

      INCOME FROM OPERATIONS: Income from operations was $10.8 million for the
      three months ended June 30,1997, representing an increase of $2.0 million,
      or 21.8%, as compared to $8.8 million for the three months ended June 30,
      1996. Income from operations margin increased to 24.2% of net sales for
      the three months ended June 30, 1997 as compared to 23.4% of net sales for
      the three months ended June 30, 1996. The increase in income from
      operations and income from operations margin was due to the Company's
      higher sales volume together with lower operating expenses as a percent of
      net sales for the three months ended June 30, 1997.

      OTHER EXPENSE: Other expense was $3.1 million for the three months ended
      June 30, 1997, as compared to $17.5 million for the three months ended
      June 30, 1996. The net decrease of $14.4 million is primarily attributable
      to a $15.3 million decrease in nonrecurring non-competition agreement
      expense which was incurred in 1996, offset by an increase of $0.8 million
      in interest expense from increased borrowings.

      LIQUIDITY AND CAPITAL RESOURCES

      For the six months ended June 30, 1997, cash provided by operating
      activities was $2.1 million, as compared to $16.8 million for the six
      months ended June 30, 1996. Cash used in financing activities was $3.1
      million for the six months ended June 30, 1997, and represented the
      repayment of outstanding indebtedness. Cash used


                                       8
<PAGE>   10
      in financing activities for the six months ended June 30, 1996 was $10.2
      million, reflecting the net cash effect of the recapitalization
      transaction and distributions of $8.9 million to the stockholders.

      Capital expenditures were $2.9 million ($2.5 million of which was
      subsequently sold and leased back) and $0.5 million for the six months
      ended June 30, 1997 and 1996, respectively. Historical capital
      expenditures were primarily used to purchase production equipment, expand
      capacity and improve manufacturing efficiency. Capital expenditures are
      expected to be approximately $4.8 million during the calendar year 1997,
      and will be used to purchase manufacturing equipment. The Company
      estimates that its historical level of maintenance capital expenditures
      has been approximately $0.5 million per fiscal year.

      TLC has no operations of its own and accordingly has no independent means
      of generating revenue. As a holding company, TLC's internal sources of
      funds to meet its cash needs, including payment of expenses, are dividends
      and other permitted payments from its direct and indirect subsidiaries.
      The indenture, dated as of May 7, 1996, among TLC, Twin Laboratories Inc.,
      ARP and Fleet National Bank (now State Street Bank and Trust Co.), as
      trustee, relating to the senior subordinated notes and the amended
      revolving credit facility impose upon the Company certain financial and
      operating covenants, including, among others, requirements that the
      Company maintain certain financial ratios and satisfy certain financial
      tests limitations on capital expenditures and restrictions on the ability
      of the Company to incur debt, pay dividends or take certain other
      corporate actions.

      Management believes that the Company has adequate capital resources and
      liquidity to meet its borrowing obligations, fund all required capital
      expenditures and pursue its business strategy. The Company's capital
      resources and liquidity are expected to be provided by the Company's cash
      flow from operations, and borrowings under its amended revolving credit
      facility. As of July 31, 1997, approximately $30 million of borrowings
      were available under the amended revolving credit facility for working
      capital requirements and general corporate purposes.

      One of the Company's business strategies is to pursue acquisition
      opportunities, including product line acquisitions, that complement its
      existing products, expand its distribution channels or are compatible with
      its business philosophy and strategic goals. Future acquisitions could be
      financed by internally generated funds, bank borrowings, public offerings
      or private placements of equity or debt securities, or a combination of
      the foregoing. Up to $30 million of borrowings under the amended revolving
      credit facility will be available to fund future acquisitions subject to
      certain conditions and reductions ($15 million of which is available as
      July 31, 1997). There can be no assurance that the Company will be able to
      make acquisitions on terms favorable to the Company and that funds to
      finance an acquisition will be available or permitted under the Company's
      financing instruments.

      On July 1, 1997, the Company and Rexall Sundown, Inc. confirmed that they
      were engaged in substantive discussions relating to a potential merger,
      which would contemplate that Rexall Sundown, Inc. would issue 0.74 shares
      of its common stock for each outstanding share of the Company's common
      stock. In connection with this transaction, the two parties have jointly
      approached the Securities and Exchange Commission to confirm that the
      potential merger of the two companies would be accounted for as a pooling
      of interests. Any agreement would be subject to a number of conditions,
      including satisfactory completion of due diligence by each party,
      appropriate confirmation of the applicability of pooling of interests
      accounting, Board and shareholder approval by each party, receipt by each
      party's Board of Directors of a satisfactory fairness opinion and
      regulatory approval.

      CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

      Information contained or incorporated by reference in this periodic report
      on Form 10-Q and in other SEC filings by the Company contains
      "forward-looking statements" within the meaning of the Private Securities
      Litigation Reform Act of 1995 which can be identified by the use of
      forward-looking terminology such as "believes," "expects," "may," "will,"
      "should" or "anticipates" or the negative thereof of other variations
      thereon or comparable terminology, or by discussions of strategy. No
      assurance can be given that future results covered by the forward-looking
      statements will be achieved, and other factors could also cause actual
      results to vary materially from the future results covered in such
      forward-looking statements.


                                       9
<PAGE>   11
                                     PART II
                                OTHER INFORMATION


ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)   The Annual Meeting of Stockholders of the Company was held on June 17,
      1997, at which meeting the stockholders voted to elect directors of the
      Company and ratify the appointment of Deloitte & Touche LLP as the
      Company's independent auditors for the fiscal year ending December 31,
      1997.

      The results of the matters voted on at the Annual Meeting are shown below.

(b)   The nominees for election as directors of the Company are listed below,
      together with the number of votes cast for, against, and withheld with
      respect to each such nominee, as well as the number of broker non-votes
      with respect to each such nominee:

<TABLE>
<CAPTION>
                NOMINEE               FOR        AGAINST     WITHHELD        BROKER
                                                                            NON-VOTES
          -------------------------------------------------------------------------------
<S>                                <C>              <C>       <C>               <C>
          Brian Blechman           23,976,349       0         62,685            0
          Dean Blechman            23,975,999       0         63,035            0
          Neil Blechman            23,976,999       0         62,035            0
          Ross Blechman            23,977,799       0         61,235            0
          Steve Blechman           23,976,399       0         62,635            0
          John G. Danhakl          23,978,049       0         60,985            0
          Jennifer Holden Dunbar   23,978,099       0         60,935            0
          Jonathan D. Sokoloff     23,978,049       0         60,985            0
</TABLE>

(c)   Other matters voted upon at the meeting and the results of those votes are
      as follows:

<TABLE>
<CAPTION>
                                          FOR      AGAINST   ABSTAIN      BROKER NON-VOTES
                                     -----------------------------------------------------
<S>                                   <C>           <C>      <C>         <C>
    Ratification of Deloitte &
    Touche LLP as the Company's       
    independent auditors              24,028,633    4,748     5,653         0
</TABLE>

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

      27    Financial Data Schedule.

(b)   Reports of Form 8-K:

      A report on Form 8-K was filed on April 16, 1997, reporting the scheduled
      date of the Company's Annual Meeting of Stockholders and the record date
      with respect thereto.


                                       10
<PAGE>   12
                                   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.





                                        TWINLAB CORPORATION




                                   By:    /s/ Ross Blechman
                                        ----------------------------------------
                                        Ross Blechman
                                        Chairman, President and Chief Executive
                                          Officer




                                   By:    /s/ Brian Blechman
                                        ----------------------------------------
                                        Brian Blechman
                                        Executive Vice President - Treasurer,
                                           Chief Accounting Officer


DATED:    August 14, 1997


                                       11