10-Q 1 e621624_10q-gulf.htm
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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 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 March 31, 2022
   
  Or
   
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from _________ to _________

 

Commission File Number: 001-34499

 

GULF RESOURCES, INC. 

(Exact name of registrant as specified in its charter)

 

Nevada   13-3637458
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     

Level 11, Vegetable Building, Industrial Park of the East City,

Shouguang City, Shandong, China

  262700
(Address of principal executive offices)   (Zip Code)

 

+86 (536) 567-0008

(Registrant’s telephone number, including area code)

 

Not Applicable.

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, $0.0005 par value GURE NASDAQ Global Select Market

 

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 ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer Smaller reporting company
  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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐  No

 

As of May 13, 2022, the registrant had outstanding 10,471,924 shares of common stock.

 

 

 

 

Table of Contents

 

Part I – Financial Information  
  Item 1. Financial Statements 1
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
  Item 3. Quantitative and Qualitative Disclosures about Market Risk 27
  Item 4. Controls and Procedures 27
Part II – Other Information  
  Item 1. Legal Proceedings 28
  Item 1A. Risk Factors 28
  Item 2. Unregistered Shares of Equity Securities and Use of Proceeds 28
  Item 3. Defaults Upon Senior Securities 28
  Item 4. Mine Safety Disclosure 28
  Item 5. Other Information 28
  Item 6. Exhibits 28
Signatures 29

 

 

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

GULF RESOURCES, INC.
 AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)

 

   March 31, 2022
(Unaudited)
  December 31, 2021
(Audited)
Current Assets          
Cash  $105,661,999   $95,767,263 
Accounts receivable   11,102,039    14,525,807 
Inventories, net   515,562    691,111 
Prepayments and deposits   4,904,466    4,450,037 
Other receivable   644    644 
Total Current Assets   122,184,710    115,434,862 
Non-Current Assets          
Property, plant and equipment, net   182,415,845    162,657,546 
Finance lease right-of use assets   184,155    184,824 
Operating lease right-of-use assets   9,562,685    8,311,127 
Prepaid land leases, net of current portion   10,419,032    10,368,469 
Deferred tax assets   12,896,492    12,900,034 
Total non-current assets   215,478,209    194,422,000 
Total Assets  $337,662,919   $309,856,862 
           
Liabilities and Stockholders’ Equity          
Current Liabilities          
Payable and accrued expenses  $35,036,051   $10,530,776 
Taxes payable-current   1,472,666    775,708 
Amount due to a related party   1,854,380    1,849,044 
Finance lease liability, current portion   262,033    227,429 
Operating lease liabilities, current portion   481,540    506,579 
Total Current Liabilities   39,106,670    13,889,536 
Non-Current Liabilities          
Finance lease liability, net of current portion   1,778,089    1,770,526 
Operating lease liabilities, net of current portion   8,709,855    7,557,583 
Total Non-Current Liabilities   10,487,944    9,328,109 
Total Liabilities  $49,594,614   $23,217,645 
           
Commitment and Loss Contingencies           
   $   $ 
Stockholders’ Equity          
PREFERRED STOCK; $0.001 par value; 1,000,000 shares authorized; none outstanding  $   $ 
COMMON STOCK; $0.0005 par value; 80,000,000 shares authorized; 10,517,754 shares issued; and 10,471,924 shares outstanding as of March 31 31, 2022 and December 31, 2021   24,376    24,376 
Treasury stock; 45,830 shares as of March 31, 2022 and December 31, 2021 at cost   (510,329)   (510,329)
Additional paid-in capital   100,569,159    100,569,159 
Retained earnings unappropriated   150,343,692    150,463,638 
Retained earnings appropriated   24,233,544    24,233,544 
Accumulated other comprehensive income   13,407,863    11,858,829 
Total Stockholders’ Equity   288,068,305    286,639,217 
Total Liabilities and Stockholders’ Equity  $337,662,919   $309,856,862 

 

See accompanying notes to the condensed consolidated financial statements.

 

1 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Expressed in U.S. dollars)

(UNAUDITED)

 

                 
   Three-Month Period Ended
March 31,
   2022  2021
       
NET REVENUE          
Net revenue  $8,930,737   $5,259,243 
           
OPERATING EXPENSE          
Cost of net revenue   (4,549,968)   (4,181,389)
Sales, marketing and other operating expenses   (10,360)   (9,545)
Direct labor and factory overheads incurred during plant shutdown   (2,184,591)   (2,613,483)
General and administrative expenses   (2,242,501)   (1,736,250)
Other operating expense   (8,404)    
Total operating expense   (8,995,824)   (8,540,667)
           
LOSS FROM OPERATIONS   (65,087)   (3,281,424)
           
OTHER INCOME (EXPENSE)          
Interest expense   (34,692)   (36,862)
Interest income   75,528    72,453 
LOSS BEFORE TAXES   (24,251)   (3,245,833)
           
INCOME TAX  BENEFIT   (95,695)   743,709 
           
NET LOSS  $(119,946)  $(2,502,124)
           
COMPREHENSIVE LOSS:          
NET LOSS  $(119,946)  $(2,502,124)
OTHER COMPREHENSIVE LOSS          
- Foreign currency translation adjustments   1,549,034    (2,184,690)
           
COMPREHENSIVE INCOME (LOSS)  $1,429,088   $(4,686,814)
           
LOSS PER SHARE:          
BASIC AND DILUTED  $(0.01)  $(0.25)
           
WEIGHTED AVERAGE NUMBER OF SHARES:          
BASIC AND DILUTED   10,471,924    9,997,477 

 

See accompanying notes to the condensed consolidated financial statements.

 

2 

 

 

GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
THREE-MONTH PERIOD ENDED MARCH 31, 2022 AND 2021
(Expressed in U.S. dollars)

 

                                                                                 
   Common stock              Accumulated   
   Number  Number  Number        Additional  Retained  Retained  other   
   of shares  of shares  of treasury     Treasury  paid-in  earnings  earnings  comprehensive   
   issued  outstanding  stock  Amount  stock  capital  unappropriated  appropriated  Income(loss)  Total
                               
BALANCE AT DECEMBER 31, 2021 (Audited)   10,517,754    10,471,924    45,830   $24,376   $(510,329)  $100,569,159   $150,463,638   $24,233,544   $11,858,829   $286,639,217 
Translation adjustment                                   1,549,034    1,549,034 
Net loss for three-month period ended March 31, 2022                           (119,946)           (119,946)
BALANCE AT MARCH 31, 2022 (Unaudited)   10,517,754    10,471,924    45,830   $24,376   $(510,329)  $100,569,159   $150,343,692   $24,233,544   $13,407,863   $288,068,305 

 

 

 

   Common stock              Accumulated   
   Number  Number  Number        Additional  Retained  Retained  other   
   of shares  of shares  of treasury     Treasury  paid-in  earnings  earnings  comprehensive   
   issued  outstanding  stock  Amount  stock  capital  unappropriated  appropriated  Income(loss)  Total
                               
BALANCE AT DECEMBER 31, 2020 (Audited)   10,043,307    9,997,477    45,830   $24,139   $(510,329)  $97,435,316   $151,388,356   $24,233,544   $4,453,247   $277,024,273 
Translation adjustment                                   (2,184,690)   (2,184,690)
Net loss for three-month period ended March 31, 2021                           (2,502,124)           (2,502,124)
BALANCE AT MARCH 31, 2021 (Unaudited)   10,043,307    9,997,477    45,830   $24,139   $(510,329)  $97,435,316   $148,886,232   $24,233,544   $2,268,557   $272,337,459 

 

 

    

See accompanying notes to the condensed consolidated financial statements.

 

 

 

 

3 

 

 

GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
(UNAUDITED)

 

                 
   Three-Month Period Ended March 31,
   2022  2021
       
CASH FLOWS FROM OPERATING ACTIVITIES      
Net loss  $(119,946)  $(2,502,124)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:          
Interest on capital lease obligation   33,622    35,538 
Depreciation and amortization   5,003,078    4,104,357 
Unrealized exchange (gain) loss on translation of inter-company balances   283,789    104,812 
Deferred tax asset   95,695    (743,709)
Common stock issued for services        
Changes in assets and liabilities          
Accounts receivable   3,483,711    1,637,800 
Inventories   178,444    (162,099)
Prepayments and deposits   (446,365)   (71,888)
Other receivables        
Accounts and Other payable and accrued expenses   487,228    830,751 
Retention payable        
Taxes payable   704,492    72,758 
Prepaid land leases        
Operating leases   (1,258,066)   35,199 
Net cash provided by operating activities   

8,445,682

    3,341,395 
           
CASH FLOWS USED IN INVESTING ACTIVITIES          
Purchase of property, plant and equipment   (395,060)    
Net cash used in investing activities   (395,060)    
           
EFFECTS OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS
   1,844,114    (864,609)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS   9,894,736    2,476,786 
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   95,767,263    94,222,538 
CASH AND CASH EQUIVALENTS - END OF PERIOD  $105,661,999   $96,699,324 

 

See accompanying notes to the condensed consolidated financial statements.

 

4 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)           Basis of Presentation and Consolidation

 

The accompanying audited consolidated financial statements have been prepared by Gulf Resources, Inc. (“Gulf Resources”), a Nevada corporation and its subsidiaries (collectively, the “Company”).

 

The consolidated financial statements include the accounts of Gulf Resources, Inc. and its wholly-owned subsidiary, Upper Class Group Limited, a company incorporated in the British Virgin Islands, which owns 100% of Hong Kong Jiaxing Industrial Limited, a company incorporated in Hong Kong (“HKJI”). HKJI owns 100% of Shouguang City Haoyuan Chemical Company Limited (“SCHC”) which owns 100% of Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) and Daying County Haoyuan Chemical Company Limited (“DCHC”).  All material intercompany transactions have been eliminated on consolidation.

 

(b)           Nature of the Business

 

The Company manufactures and trades bromine and crude salt through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”) and manufactures chemical products for use in the oil industry, pesticides, paper manufacturing industry and for human and animal antibiotics through its wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) in the People’s Republic of China (“PRC”). DCHC was established to further explore and develop natural gas and brine resources (including bromine and crude salt) in the PRC. DCHC’s business commenced trial operation in January 2019 but suspended production temporarily in May 2019 as required by the government to obtain project approval (see Note 1 (b)(iii)).

 

On March 11, 2020, the World Health Organization (WHO) officially declared COVID-19 a pandemic. The duration and intensity of the impact of the COVID-19 and resulting disruption to the Company’s operations and financial position is uncertain. While our operations are currently not materially affected, it is unknown whether or how they may be affected if such a pandemic persists for an extended period. While not yet quantifiable, the Company believes this situation did not have a material adverse impact on its operating results in the year of 2021 and will continue to assess the financial impact. The virus outbreak slightly delayed the commencement of the operations for Factory No.1, No.4, No.7, No.9, and it may also delay the approval for the remaining three factories No.2, No.8 and No.10.

 

(i) Bromine and Crude Salt Segments

 

In February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and No. 9 passed inspection and could resume operations. In April 2019, Factory No.1, and Factory No.7 resumed operation.

  

On November 25, 2019, the government of Shouguang City issued a notice ordering all bromine facilities in Shouguang City, including the Company’s bromine facilities, including Factory No.1 and Factory No. 7, to temporarily stop production from December 16, 2019 to February 10, 2020. Subsequently, due to the coronavirus outbreak in China, the local government ordered those bromine facilities to postpone the commencement of production. Subsequently, the Company received an approval dated February 27, 2020 issued by the local governmental authority which allowed the Company to resume production after the winter temporary closure. Further, the Company received another approval from the Shouguang Yangkou People’s Government dated March 5, 2020 allowing the Company to resume production at its bromine factories No.1, No. 4, No.7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control (the “March 2020 Approval”). The Company’s Factories No. 1 and No. 7 commenced trial production in mid-March 2020 and commercial production on April 3, 2020 and its Factories No. 4 and No. 9 commenced commercial production on May 6, 2020.

 

The company is still waiting for governmental approval for factories #2, #8, and #10. To our knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, we may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories to satisfy the local government's requirements. Nevertheless, the Company expects to receive approval to open at least one and potentially more of its closed factories in 2022.

 

Pursuant to the notification issued from the government of Shouguang City, all bromine facilities in Shouguang City had to be temporarily closed from December 28, 2021 until February 21, 2022. To comply with such notification, the Company had temporarily stopped production at its bromine facilities during the aforesaid period and resumed production as scheduled on February 21, 2022.

 

(ii) Chemical Segment

 

On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction to the Bohai Marine Fine Chemical Industrial Park (“Bohai Park”). This is because the two plants are located in a residential area and their production activities will impact the living environment of the residents. This is as a result of the country’s effort to improve the development of the chemical industry, manage safe production and curb environmental pollution accidents effectively, and ensure the quality of the living environment of residents. All chemical enterprises which do not comply with the requirements of the safety and environmental protection regulations will be ordered to shut down.

 

In December 2017, the Company secured from the government the land use rights for its chemical plants located at the Bohai Park and in June 2018, the Company presented a completed construction design draft and other related documents to the local authorities for approval. In January 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020 and basically completed the civil works by end of June 2021. Nov. 15, 2021, the company announced due to the supply chain issues as well as the electric restrictions in China, the delivery of some equipment, the equipment installation and testing and beginning trial production at the chemical factory had been be delayed. On February 22, 2022, the company announced that discussions with the government have convinced management that the electricity restrictions are being eased. Accordingly, the Company has contacted its suppliers and will have the remainder of the equipment produced and delivered, so the Company can complete installation and begin testing and trial production.

 

The Company estimates this relocation process will cost approximately $69 million in total. The Company incurred relocation costs comprising prepaid land lease, professional fees related to the design of the new chemical factory, purchase of plant and equipment and construction costs and installation costs incurred for the new chemical factory in the amount of $45,584,344 and $45,584,344, which were recorded in the Property, plant and equipment in the consolidated balance sheets as of March 31, 2022 and December 31, 2021. 

 

(iii) Natural Gas Segment

 

In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town, Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining license for bromine and natural gas, respectively. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in Promoting the Reform of Mineral Resources Management (Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately owned enterprises are allowed to participate in the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals with related government departments until the governmental planning has been finalized.

 

(c)           Allowance for Doubtful Accounts

 

As of March 31, 2022 and December 31, 2021, there were no allowances for doubtful accounts. No allowances for doubtful accounts were charged to the condensed consolidated statements of loss for the three-month periods ended March 31, 2022 and 2021.

 

 (d)           Concentration of Credit Risk

 

The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and cash and cash equivalents. Substantially all of the Company’s cash and cash equivalents are maintained with financial institutions in the PRC, namely, Industrial and Commercial Bank of China Limited, China Merchants Bank Company Limited and Sichuan Rural Credit Union, which are not insured or otherwise protected. The Company placed $105,661,999 and $95,767,263 with these institutions as of March 31, 2022 and December 31, 2021, respectively.  The Company has not experienced any losses in such accounts in the PRC.

 

5 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(e)           Property, Plant and Equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Expenditures for new facilities or equipment, and major expenditures for betterment of existing facilities or equipment are capitalized and depreciated using the straight-line method at rates sufficient to depreciate such costs less 5% residual value over the estimated productive lives. All other ordinary repair and maintenance costs are expensed as incurred.

 

Mineral rights are recorded at cost less accumulated depreciation and any impairment losses. Mineral rights are amortized ratably over the term of the lease, or the equivalent term under the units of production method, whichever is shorter.

 

Construction in process primarily represents direct costs of construction of property, plant and equipment. Costs incurred are capitalized and transferred to property, plant and equipment upon completion and depreciation will commence when the completed assets are placed in service. 

 

The Company’s depreciation and amortization policies on property, plant and equipment, other than mineral rights and construction in process, are as follows:

 

 

 

Useful life

(in years)

Buildings (including salt pans)     8 - 20  
Plant and machinery (including protective shells, transmission channels and ducts)     3 - 8  
Motor vehicles     5  
Furniture, fixtures and equipment     3-8  

 

Property, plant and equipment under the capital lease are depreciated over their expected useful lives on the same basis as owned assets, or where shorter, the term of the lease.

 

Producing oil and gas properties are depreciated on a unit-of-production basis over the proved developed reserves. Common facilities that are built specifically to service production directly attributed to designated oil and gas properties are depreciated based on the proved developed reserves of the respective oil and gas properties on a pro-rata basis. Common facilities that are not built specifically to service identified oil and gas properties are depreciated using the straight-line method over their estimated useful lives. Costs associated with significant development projects are not depreciated until commercial production commences and the reserves related to those costs are excluded from the calculation of depreciation.

 

(f)           Retirement Benefits

 

Pursuant to the relevant laws and regulations in the PRC, the Company participates in a defined contribution retirement plan for its employees arranged by a governmental organization. The Company makes contributions to the retirement plan at the applicable rate based on the employees’ salaries. The required contributions under the retirement plans are charged to the condensed consolidated statement of income on an accrual basis when they are due. The Company’s contributions totaled $201,265 and $246,622 for the three-month periods ended March 31, 2022 and 2021, respectively.

 

(g)           Revenue Recognition

 

Net revenue is net of discount and value added tax and comprises the sale of bromine, crude salt and chemical products. Revenue is recognized when the control of the promised goods is transferred to the customers in an amount that reflects the consideration that the Company expects to receive from the customers in exchange for those goods. The acknowledgement of receipt of goods by the customers is when control of the product is deemed to be transferred. Invoicing occurs upon acknowledgement of receipt of the goods by the customers. Customers have no rights to return the goods upon acknowledgement of receipt of goods. Revenue from contracts with customers is disaggregated in Note 14.

 

6 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(h)           Recoverability of Long-lived Assets

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment.

 

The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets.

 

For the three-month period ended March 31, 2022 and 2021, the Company determined that there were no events or circumstances indicating possible additional impairment of its long-lived assets.

 

(i)           Basic and Diluted Net Income per Share of Common Stock

 

Basic earnings per common share are based on the weighted average number of shares outstanding during the periods presented.  Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding stock options were greater than the market price of the common stock. Anti-dilutive common stock equivalents which were excluded from the calculation of number of dilutive common stock equivalents amounted to 0 and 62,704 shares for the three-month periods ended March 31, 2022 and 2021, respectively.

 

Because the Company reported a net loss for the three-month periods ended March 31, 2022 and 2021, common stock equivalents including stock options and warrants were anti-dilutive, therefore the amounts reported for basic and diluted loss per share were the same.

 

7 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(j)           Reporting Currency and Translation

 

The financial statements of the Company’s foreign subsidiaries are measured using the local currency, Renminbi (“RMB”), as the functional currency; whereas the functional currency and reporting currency of the Company is the United States dollar (“USD” or “$”).

 

As such, the Company uses the “current rate method” to translate its PRC operations from RMB into USD, as required under FASB ASC 830 “Foreign Currency Matters”. The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the balance sheet date. The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the Company’s PRC subsidiaries are recorded in stockholders’ equity as part of accumulated other comprehensive income. The statement of income and comprehensive income is translated at average rate during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized in net income for the reporting periods as part of general and administrative expense. The statement of cash flows is translated at average rate during the reporting period, with the exception of the consideration paid for the acquisition of business which is translated at historical rates.

 

(k)           Foreign Operations

 

All of the Company’s operations and assets are located in PRC.  The Company may be adversely affected by possible political or economic events in this country.  The effect of these factors cannot be accurately predicted.

 

(l)           Inventories

 

Inventories are stated at the lower of cost, determined on a first-in first-out cost basis, or net realizable value. Costs of work-in-progress and finished goods comprise direct materials, direct labor and an attributable portion of manufacturing overhead. Net realizable value is based on estimated selling price less costs to complete and selling expenses.

  

(m)       Leases

 

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

The Company does not recognize operating lease ROU assets and liabilities arising from lease arrangements with lease term of twelve months or less.

 

8 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

 NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(n)        Stock-based Compensation

 

Stock-based awards issued to employees are recorded at their fair values estimated at grant date using the Black-Scholes model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. Consistent with the accounting requirement for employee stock-based awards, nonemployee stock-based awards are measured at the grant-date fair value of the equity instruments that the Company is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

  

The Company has elected to account for the forfeiture of stock-based awards as they occur.

 

(o)        Loss Contingencies

 

The Company accrues for loss contingencies relating to legal matters, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and could be reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to accruals are reflected in earnings (loss) in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of such liabilities may be materially different from previous estimates.

 

(p)        Income Tax

 

The Company accounts for income taxes in accordance with the Income Taxes Topic of the FASB ASC, which requires the use of the liability method of accounting for deferred income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their reported amounts at each period end. Deferred tax assets and liabilities are measured using tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The deferred income tax effects of a change in tax rates are recognized in the period of enactment. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The guidance also provides criteria for the recognition, measurement, presentation and disclosures of uncertain tax positions. A tax benefit from an uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable based solely on its technical merits. Interests and penalties associated with unrecognized tax benefits are included within the (benefit from) provision for income tax in the consolidated statement of profit (loss).

 

(q)        New Accounting Pronouncements

  

Recent accounting pronouncements adopted

 

There were no recent accounting pronouncements adopted during the three months ended March 31, 2022.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade.

 

9 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For the Company which is a smaller reporting company, ASU No. 2019-10 extends the effective dates for two years. The Company is currently evaluating the effect of this on the condensed consolidated financial statements and related disclosure. 

 

NOTE 2 – INVENTORIES

 

Inventories consist of:

 

   March 31,
2022
  December 31,
2021
       
Raw materials  $52,131   $42,553 
Finished goods   463,431    648,558 
Inventory, net  $515,562   $691,111 

 

There was no allowance for slow-moving inventories as of March 31, 2022 and 2021.

 

NOTE 3 – PREPAID LAND LEASES

 

The Company has the rights to use certain parcels of land located in Shouguang, Shandong , PRC, through lease agreements signed with local townships or the government authority. The production facilities and warehouses of the Company are located on these parcels of land. The lease term ranges from ten to fifty years. Some of the lease contracts were paid in one lump sum upfront and some are paid annually at the beginning of each anniversary date. These leases have no purchase option at the end of the lease term and were classified as operating leases prior to and as of January 1, 2019 when the new lease standard was adopted. Prior to January 2019, the prepaid land lease was amortized on a straight-line basis. As of January 1, 2019, all the leases in which term has commenced and were in use were classified as operating lease right-of-use assets (“ROU”). See Note 6.

 

In December 2017, the Company paid a one lump sum upfront amount of $10,017,010 for a 50-year lease of a parcel of land at Bohai Marine Fine Chemical Industrial Park (“Bohai”) for the new chemical factory under construction. There is no purchase option at the end of the lease term. This was classified as an operating lease prior to and as of January 1, 2019. The land use certificate was issued on October 25, 2019. The lease term expires on August 12, 2069. The amount paid was recorded as prepaid land leases, net of current portion in the consolidated balance sheet as of March 31 2022 and December 31, 2021. As of March 31, 2022, the prepaid land lease increased to $10,419,032 due to an additional amount paid for stamp duty and related land use rights fees. Amortization of this prepaid land lease will commence when the chemical factory is built and placed in service.

 

In June 2020, the construction of the new chemical factory commenced and is expected to complete around June 2021.

 

10 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment, net consist of the following:

 

   March 31,
2022
  December 31,
2021
At cost:          
Mineral rights  $3,037,938   $3,025,017 
Buildings   35,055,241    34,906,137 
Plant and machinery   201,702,769    201,012,254 
Motor vehicles   140,159    139,563 
Furniture, fixtures and office equipment   2,505,055    2,494,400 
Construction in process   68,574,529    44,310,149 
Total   311,015,691    285,887,520 
Less: Accumulated depreciation and amortization   (128,599,846)   (123,229,974)
     Impairment        
Net book value  $182,415,845   $162,657,546 

 

The Company has certain buildings and salt pans erected on parcels of land located in Shouguang, PRC, and such parcels of land are collectively owned by local townships or the government authority. The Company has not been able to obtain property ownership certificates over these buildings and salt pans. The aggregate carrying values of these properties situated on parcels of the land are $17,526,711 and $17,911,910 as at March 31, 2022 and December 31, 2021, respectively.

 

During the three-month period ended March 31, 2022, depreciation and amortization expense totaled $5,001,619, of which $1,761,068, $1,197,687 and $2,042,864 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue, respectively.

 

During the three-month period ended March 31, 2021, depreciation and amortization expense totaled $4,102,929, of which $1,816,782, $163,233 and $2,122,914 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue, respectively.

 

NOTE 5 – FINANCE LEASE RIGHT-OF-USE ASSETS

 

Property, plant and equipment under finance lease, net consist of the following:

 

   March 31,
2022
  December 31,
2021
At cost:          
Buildings   $129,625   $129,074 
Plant and machinery    2,371,314    2,361,228 
Total   2,500,939    2,490,302 
Less: Accumulated depreciation and amortization   (2,316,784)   (2,305,478)
Net book value  $184,155   $184,824 

 

The above buildings erected on parcels of land located in Shouguang, PRC, are collectively owned by local townships.  The Company has not been able to obtain property ownership certificates over these buildings as the Company could not obtain land use rights certificates on the underlying parcels of land.  

 

During the three-month period ended March 31, 2022, depreciation and amortization expense totaled $1,459, which was recorded in direct labor and factory overheads incurred during plant shutdown. During the three-month period ended March 31, 2021, depreciation and amortization expense totaled $1,428, which was recorded in direct labor and factory overheads incurred during plant shutdown.

 

11 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 6 – OPERATING LEASE RIGHT-OF USE ASSETS

 

As of March 31, 2022, the total operating lease ROU assets was $9,562,685.

 

The total operating lease cost for the three-month period ended March 31, 2022 and 2021 was $258,398 and $240,150, respectively.

 

The Company has the rights to use certain parcels of land located in Shouguang, the PRC, through lease agreements signed with local townships or the government authority. For parcels of land that are collectively owned by local townships, the Company cannot obtain land use rights certificates. The parcels of land of which the Company cannot obtain land use rights certificates covers a total of approximately 38.6 square kilometers of aggregate carrying value of $10,486,921 as at March 31, 2022.

 

NOTE 7 – ACCOUNTS AND OTHER PAYABLE AND ACCRUED EXPENSES

 

Accounts and other payable and accrued expenses consist of the following:

 

   March 31,  December 31,
   2022  2021
Accounts payable  $582,212   $202,289 
Salary payable   264,917    267,215 
Other payable-related party (see Note 8)   24,571    97,856 
Accrued expense for construction   33,057,678    8,944,367 
Accrued expense-others   1,106,673    1,019,049 
Total  $35,036,051   $10,530,776 

 

12 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 8 – RELATED PARTY TRANSACTIONS  

 

On September 25, 2012, the Company purchased five floors of a commercial building in the PRC, through SYCI, from Shandong Shouguang Vegetable Seed Industry Group Co., Ltd. (the “Seller”) at a cost of approximately $5.7 million in cash, of which Mr. Ming Yang, the Chairman of the Company, had a 99% equity interest in the Seller. During the first quarter of 2018, the Company entered into an agreement with the Seller, a related party, to provide property management services for an annual amount of approximately $98,271 for five years from January 1, 2018 to December 31, 2022. The expense associated with this agreement for the three months ended March 31, 2022 and 2021 was approximately $24,568 and $23,735.

 

NOTE 8 – RELATED PARTY TRANSACTIONS – Continued

 

  a) Related parties

 

Name of related parties Position
YangMing Chairman Of the Board
LiuXiaoBin Chief Executive Officer
LiMin Chief Financial Officer
MiaoNaiHui Chief Operating Officer

 

b)

 

   March 31,  December 31,
   2022  2021
Amount due to related parties:          
YangMing  $464,656   $462,680 
LiuXiaoBin   599,766    599,766 
LiMin   394,979    393,299 
MiaoNaiHui   394,979    393,299 
Total  $1,854,380   $1,849,044 

 

Considering that the Company has not performed well in recent years, the Company and its executive officers mutually agreed and to returned all, or a portion of their cash compensation earned for their services with the Company, which may be considered for future compensation should the Company improve its results of operations.

 

NOTE 9 – TAXES PAYABLE

 

   March 31,  December 31,
   2022  2021
Land use tax payable   27,545    27,427 
Value added tax and other taxes payable   1,445,121    748,281 
Land use tax payable  $1,472,666   $775,708 

     

NOTE 10 – LEASE LIABILITIES-FINANCE AND OPERATING LEASE

 

The components of finance lease liabilities were as follows:

 

    Imputed   March 31,   December 31,
    Interest rate   2022   2021
Total finance lease liability     6.7%     $ 2,040,122     $ 1,997,955  
Less: Current portion             (262,033 )     (227,429 )
Finance lease liability, net of current portion           $ 1,778,089     $ 1,770,526  

 

Interest expenses from a finance lease liability amounted to $33,622 and $35,538 for the three-month periods ended March 31, 2022 and 2021, respectively, were charged to the condensed consolidated statement of loss.

 

The components of operating lease liabilities as follows:

 

    Imputed   March 31,   December 31,
    Interest rate   2022   2021
Total Operating lease liabilities     4.89%     $ 9,191,395     $ 8,064,162  
Less: Current portion             (481,540 )     (506,579 )
Operating lease liabilities, net of current portion           $ 8,709,855     $ 7,557,583  

 

The weighted average remaining operating lease term at March 31, 2022 was 20 years and the weighted average discounts rate was 4.89%. This discount rates used are based on the base rate quoted by the People's Bank of China and vary with the remaining term of the lease. Lease payment in the three-months ended March 31, 2022 and 2021 was $257,879 and $204,951.

 

Maturities of lease liabilities were as follows:

 

    Financial lease   Operating Lease
Payable within:                
the next 12 months   $ 295,665     $ 918,807  
the next 13 to 24 months     295,665       917,814  
the next 25 to 36 months     295,665       924,005  
the next 37 to 48 months     295,665       930,231  
the next 49 to 60 months     295,665       936,860  
thereafter     1,182,660       11,969,559  
Total     2,660,985       16,597,276  
Less: Amount representing interest     (620,863 )     (7,405,881 )
Present value of net minimum lease payments     2,040,122     $ 9,191,395  

 

NOTE 11 – EQUITY

 

Restricted Shares

 

A restricted stock award (“RSA”) is an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company's common stock on the grant date.

 

Retained Earnings – Appropriated

 

In accordance with the relevant PRC regulations and the PRC subsidiaries’ Articles of Association, the Company’s PRC subsidiaries are required to allocate its profit after tax to the following reserve:

 

Statutory Common Reserve Funds

 

SCHC, SYCI and DCHC are required each year to transfer at least 10% of the profit after tax as reported under the PRC statutory financial statements to the Statutory Common Reserve Funds until the balance reaches 50% of the registered share capital.  This reserve can be used to make up any loss incurred or to increase share capital.  Except for the reduction of losses incurred, any other application should not result in this reserve balance falling below 25% of the registered capital. The Statutory Common Reserve Fund as of March 31, 2022 for SCHC, SYCI and DCHC is 16%, 14% and 0% of its registered capital respectively.

 

13 

 

 

GULF RESOURCES, INC. 

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 12 – STOCK-BASED COMPENSATION

 

Pursuant to the Company’s 2019 Omnibus Equity Incentive Plan adopted and approved in 2019 (“2019 Plan”), awards under the 2019 Plan is limited in the aggregate to 2,068,398 shares of our common stock, inclusive of the awards that were previously issued and outstanding under the Company’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”). Upon adoption and approval of the 2019 Plan, the 2007 Plan was frozen, no new awards will be granted under the 2007 Plan, and outstanding awards under the 2007 Plan will continue to be governed by the terms and condition of the 2007 Plan and applicable award agreement. As of March 31, 2022, the number of shares of the Company’s common stock available for grant of stock options and issuance under the 2019 Plan is 1,056,801 shares.

 

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The risk free rate is based on the yield-to-maturity in continuous compounding of the US Government Bonds with the time-to-maturity similar to the expected tenor of the option granted, volatility is based on the annualized historical stock price volatility of the Company, and the expected life is based on the historical option exercise pattern.

 

For the three months ended March 31, 2022 and 2021, total compensation costs for options issued recorded in the consolidated statement of loss were $0.

 

During the three months ended March 31, 2022, there were no options issued to employees or non-employees.

 

The following table summarizes all Company stock option transactions between January 1, 2022 and March 31, 2022.

 

    Number of Option
and Warrants
Outstanding and exercisable
  Weighted- Average Exercise price of Option
and Warrants
  Range of
Exercise Price per Common Share
Balance, January 1, 2022         $        
Granted during the period                  
Exercised during the period                  
Expired during the period         $     $  
Balance, March 31, 2022         $        

  

 

Stock Options and Warrants Outstanding and Exercisable
                      Weighted Average  
                      Remaining  
      Outstanding at March 31, 2022      

Range of

Exercise Prices

     

Contractual Life

 (Years)

 
Outstanding and exercisable                  

 

The aggregate intrinsic value of options outstanding and exercisable as of March 31, 2022 and 2021 was $0 and $4,710.

 

During the three months ended March 31, 2022 and 2021, there were no options exercised. 

 

14 

 

 

GULF RESOURCES, INC. 

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 13 – INCOME TAXES

 

The Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

 

(a)           United States (“US”)

 

Gulf Resources, Inc. may be subject to the United States of America Tax laws at a tax rate of 21%. No provision for the US federal income taxes has been made as the Company had no US taxable income for the three-month periods ended March 31, 2022 and 2021, and management believes that its earnings are permanently invested in the PRC.

 

(b)           British Virgin Islands (“BVI”)

 

Upper Class Group Limited, a subsidiary of Gulf Resources, Inc., was incorporated in the BVI and, under the current laws of the BVI, it is not subject to tax on income or capital gain in the BVI. Upper Class Group Limited did not generate assessable profit for the three-month periods ended March 31, 2022 and 2021. 

 

(c)           Hong Kong

 

HKJI, a subsidiary of Upper Class Group Limited, was incorporated in Hong Kong and is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong.  No provision for income tax has been made as it has no taxable income for the three-month periods ended March 31, 2022 and 2021.  The applicable statutory tax rates for the three-month periods ended March 31, 2022 and 2021 are 16.5%. There is no dividend withholding tax in Hong Kong.

 

(d)           PRC

 

Enterprise income tax (“EIT”) for SCHC, SYCI and DCHC in the PRC is charged at 25% of the assessable profits.

 

The operating subsidiaries SCHC, SYCI and DCHC are wholly foreign-owned enterprises (“FIE”) incorporated in the PRC and are subject to PRC Local Income Tax Law. The PRC tax losses may be carried forward to be utilized against future taxable profit for ten years for High-tech enterprises and small and medium-sized enterprises of science and technology and for five years for other companies. Tax losses of the operating subsidiaries of the Company may be carried forward for five years.

 

On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a FIE prior to January 1, 2008 to foreign investor(s) in 2008 will be exempted from withholding tax (“WHT”) while distribution of the profit earned by an FIE after January 1, 2008 to its foreign investor(s) shall be subject to WHT at 5% effective tax rate.

 

As of March 31, 2022 and December 31, 2021, the accumulated distributable earnings under the Generally Accepted Accounting Principles (GAAP”) of PRC that are subject to WHT are $140,728,940 and $140,006,862, respectively. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, as of March 31, 2022 and December 31, 2021, the Company has not recorded any WHT on the cumulative amount of distributable retained earnings of its foreign invested enterprises that are subject to WHT in China. As of March 31, 2022 and December 31, 2021, the unrecognized WHT are $5,963,592 and $5,932,051, respectively.

 

The Company’s income tax returns are subject to the various tax authorities’ examination. The federal, state and local authorities of the United States may examine the Company’s income tax returns filed in the United States for three years from the date of filing. The Company’s US income tax returns since 2017 are currently subject to examination.

 

Inland Revenue Department of Hong Kong (“IRD”) may examine the Company’s income tax returns filed in Hong Kong for seven years from date of filing. For the years 2012 through 2019, HKJI did not report any taxable income. It did not file any income tax returns during these years except for 2014 and 2018. For companies which do not have taxable income, IRD typically issues notification to companies requiring them to file income tax returns once in every four years. The tax returns for 2014 and 2018 are currently subject to examination.

 

The components of the provision for income tax benefit (expense) from continuing operations are:

 

                 
   Three-Month Period Ended March 31,
   2022  2021
       
Current taxes – PRC  $   $ 
Deferred tax – PRC entities   95,695    743,709 
Deferred taxes – US entity       15,957 
Change in valuation allowance       (15,957)
Tax Expense Benefit  $95,695   $743,709 

 

Significant components of the Company’s deferred tax assets and liabilities at March 31, 2022 and December 31, 2021 are as follows:

 

   March 31,  December 31,
   2022  2021
Deferred tax liabilities  $   $ 
           
Deferred tax assets:          
Exploration costs   1,961,124    1,952,783 
PRC tax losses   19,618,132    19,621,674 
US federal net operating loss   1,322,647    1,308,335 
Total deferred tax assets   22,901,903    22,882,792 
Valuation allowance   (10,005,411)   (9,982,758)
Net deferred tax asset  $12,896,492   $12,900,034 

 

The increase in valuation allowance for the three-month period ended March 31, 2022 is $22,653.

 

The decrease in valuation allowance for the three-month period ended March 31, 2021 is $86,964.

 

There were no unrecognized tax benefits and accrual for uncertain tax positions as of March 31, 2022 and December 31, 2021 and no amounts accrued for penalties and interest for the three months ended March 31, 2022 and 2021.

 

NOTE 14 – BUSINESS SEGMENTS

 

The Company has four reportable segments:  bromine, crude salt, chemical products and natural gas. The reportable segments are consistent with how management views the markets served by the Company and the financial information that is reviewed by its chief operating decision maker.

 

15 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 14 – BUSINESS SEGMENTS – Continued

 

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes share-based compensation expense, certain corporate costs and other income not associated with the operations of the segment. These corporate costs (income) are separately stated below and also include costs that are related to functional areas such as accounting, treasury, information technology, legal, human resources, and internal audit. The Company believes that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of its segments. All the customers are located in PRC.

 

Three-Month Period Ended March 31, 2022  Bromine * 

Crude

Salt *

 

Chemical

Products

  Natural Gas 

Segment

Total

  Corporate  Total
Net revenue
(external customers)
  $8,126,015   $754,044   $   $50,678   $8,930,737   $   $8,930,737 
Net revenue
(intersegment)
                            
Loss from operations before income benefit   1,348,834    (521,921)   (513,282)   (26,739)   286,892    (351,979)   (65,087)
Income tax benefit   (342,161)   130,480    115,986        (95,695)       (95,695)
Loss from operations after income taxes(benefit)   1,006,673    (391,441)   (397,296)   (26,739)   191,197    (351,979)   (160,782)
Total assets   186,040,450    27,503,060    122,125,607    1,593,308    337,262,425    400,494    337,662,919 
Depreciation and amortization   3,694,749    1,194,058    76,456    37,815    5,003,078        5,003,078 
Capital expenditures   395,060                 395,060        395,060 

 

 

Three-Month Period Ended March 31, 2021  Bromine * 

Crude

Salt *

 

Chemical

Products

  Natural Gas 

Segment

Total

  Corporate  Total
Net revenue
(external customers)
  $4,810,990   $448,253   $   $   $5,259,243   $   $5,259,243 
Net revenue
(intersegment)
                            
Loss from operations before income benefit   (1,279,565)   (1,009,585)   (746,469)   (54,787)   (3,090,406)   (191,018)   (3,281,424)
Income tax benefit   318,868    252,396    172,445        743,709        743,709 
Loss from operations after income taxes(benefit)   (960,697)   (757,189)   (574,024)   (54,787)   (2,346,697)   (191,018)   (2,537,715)
Total assets   144,744,423    24,170,863    121,760,637    1,875,459    292,551,382    42,886    292,594,268 
Depreciation and amortization   2,920,689    1,077,460    68,607    37,601    4,104,357        4,104,357 
Capital expenditures                            

     

* Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of respective segment.

 

16 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 14 – BUSINESS SEGMENTS – Continued

 

                 
    Three-Month Period Ended March 31,
Reconciliations   2022   2021
Total segment operating loss   $ 286,892     $ (3,090,406 )
Corporate costs     (68,190 )     (86,206 )
Unrealized gain (loss) on translation of intercompany balance     (283,789 )     (104,812
Loss from operations     (65,087 )     (3,281,424 )
Other income     40,836       35,591  
Loss before income taxes   $ (24,251 )   $ (3,245,833 )

 

The following table shows the major customers (10% or more) for the three-month period ended March 31, 2022.

 

Number   Customer  

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

1   Shandong Morui Chemical Company Limited   $ 940     $ 313     $     $ 1,253       14.1 %
2   Shandong Brother Technology Limited   $ 782     $ 241     $     $ 1,023       11.5 %

 

The following table shows the major customers (10% or more) for the three-month period ended March 31, 2021.

 

Number   Customer  

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

1   Shandong Morui Chemical Company Limited   $ 896     $ 169     $     $ 1,065       20.2 %
2   Shouguang Weidong Chemical Company Limited   $ 703     $ 108     $     $ 811       15.4 %
3   Shandong Brother Technology Limited   $ 634     $ 172     $     $ 806       15.3 %
4   Shandong Shouguang Shenrunfa Ocean Chemical Company Limited   $ 672     $     $     $ 672       12.8 %
5   Dongying Bomeite Chemical Company Limited   $ 565     $     $     $ 565       10.7 %

 

NOTE 15 – CUSTOMER CONCENTRATION

 

During the three-month period ended March 31, 2022, the Company sold 49% of its products to its top five customers. As of March 31, 2022, amounts due from these customers were $7,115,008.

 

During the three-month period ended March 31, 2021, the Company sold 74.5% of its products to its top five customers. As of March 31, 2021, amounts due from these customers were $3,571,150.

  

NOTE 16 – MAJOR SUPPLIERS

 

During the three-month period ended March 31, 2022, the Company purchased 100% of its raw materials from its top five suppliers.  As of March 31, 2022, amounts due to those suppliers were $623,523.

 

During the three-month period ended March 31, 2021, the Company purchased 100% of its raw materials from its top five suppliers.  As of March 31, 2021, amounts due to those suppliers were $1,040,950.

 

NOTE 17 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The carrying values of financial instruments, which consist of cash, accounts receivable and accounts payable and other payables, approximate their fair values due to the short-term nature of these instruments.  There were no material unrecognized financial assets and liabilities as of March 31, 2022 and December 31, 2021.

 

NOTE 18 – CAPITAL COMMITMENT AND OTHER SERVICE CONTRACTUAL OBLIGATIONS

 

The Company has no purchase commitments as of March 31, 2022.

 

The following table sets forth the Company’s contractual obligations as of March 31, 2022:

 

    Property Management Fees   Capital Expenditure
Payable within:                
the next 12 months   $ 98,271     $ 53,524,208  
the next 13 to 24 months           1,085,798  
the next 25 to 36 months            
Total   $ 98,271     $ 54,610,006  

 

NOTE 19 – LOSS CONTINGENCIES

 

On or about August 3, 2018, written decisions of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent respectively thereof. The Decisions challenged the land use of Factory nos. 2, 9, 7, 4, 8 and 10, respectively, and alleged, among other things, that SCHC had illegally occupied and used the land in the total area of approximately 52,674 square meter, on which Factory nos. 2, 9, 7, 4, 8 and 10 were built, respectively. The Written Decisions ordered SCHC, among other things, to return the land subject to the Written Decisions to its respective legal owner, restore the land to its original state, and demolish or confiscate all the buildings and facilities thereon and pay monetary penalty of approximately RMB 1.3 million ($184,000) in the aggregate. Each of the Written Decisions shall be executed within 15 days upon serving on SCHC. Additional interest penalty shall be imposed at a daily rate of 3% in the event that SCHC does not make the monetary penalty payment in a timely manner. Subsequently, the Bureau filed enforcement actions to the People’s Court of Shouguang City, Shandong Province (the “Court”), naming SCHC as enforcement respondent and alleged, among other things, that SCHC failed to perform its obligations under each of the Written Decisions within the specified timeframe. The enforcement proceedings sought court orders to enforce the Written Decisions. On May 5, 2019, written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 384, (2019) Lu 0783 Xing Shen No. 385, (2019) Lu 0783 Xing Shen No. 389, (2019) Lu 0783 Xing Shen No. 390, (2019) Lu 0783 Xing Shen No. 393, and (2019) Lu 0783 Xing Shen No. 394, respectively (together, the “Court Rulings”) were made by the Court in favor of the Bureau. The Court orders, among other relief, to enforce each of the Written Decisions, to return each subject land to its legal owners and demolish or confiscate the buildings and facilities thereon and restore the land to its original state within 10 days from the service of the Court Rulings on SCHC. The Court Rulings became enforceable immediately upon service on SCHC on May 5, 2019.

 

In the last twenty years, to the Company’s knowledge, there were no government regulations requiring bromine manufacturers to obtain land use and planning approval document. As such, the Company believes most of the bromine manufacturers in Shouguang City do not have land use and planning approval documents and lease their land parcels from the village associations. They are facing the same issues in connection with land use and planning as the Company. To the Company’s knowledge, the local government has submitted its plan to solve the issues to higher authority and are waiting for approval from the higher authority.

 

The Company is in the process of resolving the issues in connection with SCHC’s land use and planning diligently. The Company has been in discussions closely with the local government authorities with the help from Shouguang City Bromine Association to seek reliefs and, based on verbal confirmation by local government authorities, believes the administrative penalties imposed by the Bureau according to the Written Decisions are being re-assessed by local government authorities and may be revoked. Pursuant to a Written Application dated October 28, 2019 addressed to the Court by the Bureau, the Bureau withdrew its application for the enforcement proceedings regarding the administrative penalty imposed on Factory No. 7, Factory No. 8 and Factory No. 10. Pursuant to a written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 389 Zhi Yi, dated November 25, 2020, the Court orders to terminate the enforcement of the case captioned (2019) Lu 0783 Xing Shen No. 389. Production of Factory No. 7 was allowed to resume in April 2019. The Company received a notification from the Shouguang City Government in February 2019 informing the Company that Factory No. 1, No. 4, No. 7 and No. 9 have passed inspection and were approved to resume operation

 

In addition, on August 28, 2019, the People’s Government of Shandong Province, issued a regulation titled “Investment Project Management Requirements of Chemical Companies in Shandong Province” permitting the construction of facilities on existing sites or infrastructure of bromine manufacturing and other chemical industry-related types of projects (clause 11 of section 3). The Company believes that the goal of the government is to standardize and regulate the industry and not to demolish the facilities or penalize the manufacturers. As of the date of this report, the Company has not been notified by the local government that it will take any measure to enforce the administrative penalties. Based on information known to date, the Company believes that it is remote that the Written Decisions or Court Rulings will be enforced within the expected timeframe and a material penalty or costs and expenses against the Company will result. However, there can be no assurance that there will not be any further enforcement action, the occurrence of which may result in further liabilities, penalties and operational disruption.

 

In view of the above facts and circumstances, the Company believes that it is not necessary to accrue for any estimated losses or impairment as of March 31, 2022.

 

NOTE 20 - SUBSEQUENT EVENT

 

There was a wholly-owned subsidiary, Shouguang Hengde Salt Industry Co. LTD, was registered on April, 2022 in Shandong Province, China, for future crude salt production and trading. At present, this subsidiary does not have any operations.

 

 

 

17 

 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Note Regarding Forward-Looking Statements

 

The discussion below contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act.  We have used words such as “believes,” “intends,” “anticipates,” “expects” and similar expressions to identify forward-looking statements. These statements are based on information currently available to us and are subject to a number of risks and uncertainties that may cause our actual results of operations, financial condition, cash flows, performance, business prospects and opportunities and the timing of certain events to differ materially from those expressed in, or implied by, these statements.  Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances, or for any other reason. 

 

Overview

 

We are a Nevada holding company which conducts operations through our wholly-owned China-based subsidiaries.  Our business is conducted and reported in four segments, namely, bromine, crude salt, chemical products and natural gas.

 

Through our wholly-owned subsidiary, SCHC, we produce and trade bromine and crude salt.  We are one of the largest producers of bromine in China, as measured by production output. Elemental bromine is used to manufacture a wide variety of bromine compounds used in industry and agriculture. Bromine also is used to form intermediary chemical compounds such as Tetramethylbenzidine.  Bromine is commonly used in brominated flame retardants, fumigants, water purification compounds, dyes, medicines and disinfectants.  Crude salt is the principal material in alkali production as well as chlorine alkali production and is widely used in the chemical, food and beverage, and other industries.

 

Through our wholly-owned subsidiary, SYCI, we manufacture and sell chemical products used in oil and gas field exploration, oil and gas distribution, oil field drilling, papermaking chemical agents, inorganic chemicals and materials that are used for human and animal antibiotics.

 

Our wholly-owned subsidiary, DCHC, was established to explore and develop natural gas and brine resources (including bromine and crude salt) in Sichuan Province, China.

 

As disclosed in the Company’s Current Report on Form 8-K filed on September 8, 2017, the Company received, on September 1, 2017, letters from the Yangkou County, Shouguang City government addressed to each of its subsidiaries, SCHC and SYCI, which stated that in an effort to improve the safety and environmental protection management level of chemical enterprises, the plants are requested to immediately stop production and perform rectification and improvements in accordance with the country’s new safety and environmental protection requirements. In the Company’s press release of August 11, 2017 and on its conference call of August 14, 2017, the Company addressed concerns that increased government enforcement of stringent environmental rules that were adopted in early 2017 to insure corporations bring their facilities up to necessary standards so that pollution and other negative environmental issues are limited and remediated, could have an impact on our business in both the short and long-term. The Company also expressed that although it believed its facilities were fully compliant at the time, the Company did not know how its facilities would fare under the new rules. Teams of inspectors from the government were sent to many provinces to inspect all mining and manufacturing facilities. The local government requested that facilities be closed, so that the facilities could undergo the inspection and analysis in the most efficient manner by inspectors’ team. As a result, our facilities were closed on September 1, 2017.

 

The Company believes that this is another step by the government to improve the environment. It further believes the goal of the government is not to close all plants, but rather to codify the regulations related to project approval, land use, planning approval and environmental protection assessment approval so that illegal plants are not able to open in the future and so that plants close to population centers do not cause serious environmental damage. In addition, the Company believes that the Shandong provincial government wants to assure that each of its regional and county governments has applied the Notice in a consistent manner.

 

The Shouguang City Bromine Association, on behalf of all the bromine plants in Shouguang, started discussions with the local government agencies. The local governmental agencies confirmed the facts that their initial requirements for the bromine industry did not include the project approval, the planning approval and the land use rights approval and that those three additional approvals were new requirements of the provincial government. The Company understood from the local government that it has been coordinating with several government agencies to solve these three outstanding approval issues in a timely manner and that all the affected bromine plants willnot be allowed to commence production prior to obtaining those approvals.

 

In February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No.4, No. 7 and No. 9 have passed inspection and were allowed to resume operations. In April 2019, Factory No. 1 and No. 7 resumed operations.

 

On February 28, 2020, the Company announced that it received an approval from the government to resume bromine production after winter temporary closure. Subsequently, it received another approval from the Shouguang Yangkou People’s Government dated on March 5, 2020 to resume production at its bromine factories No.1, No. 4, No.7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control. With these two approvals, the Company was allowed to resume production at all four bromine factories.

 

On December 27, 2021, the Company announced that the government of Shouguang City ordered the closing of all bromine facilities during the period from December 28, 2021 to February 21, 2022. The Company reopened its four operating bromine and crude salt facilities as planned on February 21, 2022.

 

18 

 

 

The Company is still waiting for governmental approval for factories No.2, No.8, and No.10. To its knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, the Company may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories to satisfy the local government's requirements. 

 

On November 24, 2017, Gulf Resources received a letter from the People’s Government of Yangkou County, Shouguang City notifying the Company that due to the new standards and regulations relating to safety production and environmental pollution, from certain local governmental departments, such as the municipal environmental protection department, the security supervision department and the fire department, its chemical enterprises would have to be relocated to a new industrial park called Bohai Marine Fine Chemical Industry Park.  Although our chemical companies were in compliance with regulations, they were also close to a residential area. As a result, the government determined we should relocate to the Bohai park. Chemical companies that are not being asked to move into the park are being permanently closed.  Since our factories closed, the Company has secured from the government the land use rights for its chemical plant On January 6, 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020 due to the COVID-19 in China. The construction is expected to take approximately one year, and an additional six months to complete the equipment installation and testing, Which was delayed due to the supply chain issues as well as the electric restrictions impacted by the Word & Chinese Economy. On February 22, 2022, the Company announced that While the Company did not receive a formal notice from the government regarding the electricity needed for its Yuxin Chemical factory, discussions with the government have convinced management that the electricity restrictions are being eased. Accordingly, the Company has contacted its suppliers and will have the remainder of the equipment produced and delivered, so the Company can complete installation and begin testing and trial production.

 

In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town ,Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining license for bromine and natural gas, respectively. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in Promoting the Reform of Mineral Resources Management (Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately owned enterprises are allowed to participate in the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals with related government departments until after the governmental planning has been finalized the land and resource planning for Sichuan Province.

 

As a result of our acquisitions of SCHC and SYCI, our historical consolidated financial statements and the information presented below reflects the accounts of SCHC, SYCI and DCHC, the consolidated financial statements and the information presented below as of and for the year ended December 31, 2021. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

 

On January 28, 2020 we completed a 1-for-5 reverse stock split of our common stock, such that for each five shares outstanding prior to the stock split there was one share outstanding after the reverse stock split.  All shares of common stock referenced in this report have been adjusted to reflect the stock split figures.

 

19 

 

 

Our current corporate structure chart is set forth in the following diagram:

 

 

As a result of our acquisitions of SCHC and SYCI, our historical financial statements and the information presented below reflects the accounts of SCHC, SYCI and DCHC. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report. 

 

RESULTS OF OPERATIONS

 

The following table presents certain information derived from the condensed consolidated statements of income, cash flows and stockholders’ equity for the three-month periods ended March 31, 2022 and 2021. 

 

Comparison of the Three-Month Periods Ended March 31, 2022 and 2021

 

   Three-Month Period
Ended March 31, 2022
  Three-Month Period
Ended March 31, 2021
  Percent Change
Increase/
(Decrease)
Net revenue  $8,930,737   $5,259,243    70%
Cost of net revenue  $(4,549,968)  $(4,181,389)   9%
Gross profit (loss)  $4,380,769   $1,077,854    306%
Sales, marketing and other operating expenses  $(10,360)  $(9,545)   9%
Direct labor and factory overheads incurred during plant shutdown  $(2,184,591)   (2,613,483)   (16%)
Other operating expense  $(8,404)       100%
General and administrative expenses  $(2,242,501)  $(1,736,250)   29%
Loss from operations  $(65,087)  $(3,281,424)   (98%)
Other income, net  $40,836   $35,591    15%
Loss before taxes  $(24,251)  $(3,245,833)   (99%)
Income tax benefit  $(95,695)  $743,709    (113%)
Net loss  $(119,946)  $(2,502,124)   (95%)

 

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Net revenue The table below shows the changes in net revenue in the respective segment of the Company for the three-month period ended March 31, 2022 compared to the same period in 2021:

 

   Net Revenue by Segment   
   Three-Month Period Ended  Three-Month Period Ended  Percent Change
   March 31, 2022  March 31, 2021  Increase
Segment     % of total     % of total   
Bromine  $8,126,015    91%  $4,810,990    92%   69%
Crude Salt  $754,044    8%  $448,253    8%   68%
Chemical Products  $       $         
Natural Gas  $50,678    1%  $        100%
Total sales  $8,930,737    100%  $5,259,243    100%   70%

 

   Three-Month Period Ended  Percentage Change
Bromine and crude salt segments product sold in tonnes  March 31, 2022  March 31, 2021  Increase
Bromine (excluded volume sold to SYCI)   1,005    955    5%
Crude Salt   15,460    20,436    (24%)

 

    Three-Month Period Ended   Percentage Change
Natural gas segments product sold in cubic metre   March 31, 2022   March 31, 2021   Decrease
Natural Gas                  
                         

Bromine segment

 

For the three-month periods ended March 31, 2022 and 2021, the net revenue for the bromine segment was $8,126,015 and $4,810,990. This increase was due to the 5% increase in tonnes sold and a 60% increase in average selling price.

 

Crude salt segment

 

For the three-month periods ended March 31, 2022 and 2021, the net revenue for the crude salt was $754,044 and $448,253. This increase was due to increases in crude salt unit price.

 

Chemical products segment

 

For the three-month periods ended March 31, 2022 and 2021, the net revenue for the chemical products segment was $0 due to the closure of our chemical factories since September 1, 2017. As a result there were no chemical products for sale for the three-month period ended March 31, 2022. Our new chemical factory is under construction in Bohai Park.

 

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Natural gas segment

 

For the three-month period ended March 31, 2022 and 2021, the net revenue for the rental of equipment was $50,678 and $0.

 

Cost of Net Revenue

 

   Cost of Net Revenue by Segment  Percent Change
   Three-Month Period Ended  Three-Month Period Ended  of Cost of
   March 31, 2022  March 31, 2021  Net Revenue
Segment     % of total     % of total   
Bromine  $3,920,325    86.1%  $3,514,046    84%   12%
Crude Salt  $629,560    13.8%  $667,343    16%   (6%)
Chemical Products  $       $         
Natural Gas  $83    0.1%  $        —100%
Total  $4,549,968    100%  $4,181,389    100%   9%

 

Cost of net revenue reflects mainly the raw materials consumed and the direct salaries and benefits of staff engaged in the production process, electricity, depreciation and amortization of manufacturing plant and machinery and other manufacturing costs. 

 

Bromine production capacity and utilization of our factories

 

The table below represents the annual capacity and utilization ratios for all of our bromine producing properties:

 

    Annual Production Capacity (in tonnes)   Utilization
Ratio (i)
Three-month period ended March 31, 2021       31,506             17
Three-month period ended March 31, 2022       31,506             19 %
Variance of the three-month periods ended March 31, 2022and 2021                     2

 

(i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual production capacity in tonnes.

 

Bromine segment

 

For the three-month period ended March 31, 2022 the cost of net revenue for the bromine segment was $3,920,325.

 

For the three-month period ended March 31, 2021 the cost of net revenue for the bromine segment was $3,514,046.

 

Crude salt segment

 

For the three-month period ended March 31, 2022 the cost of net revenue for the crude salt segment was $629,560.

 

For the three-month period ended March 31, 2021 the cost of net revenue for the crude salt segment was $667,343.

 

Chemical products segment

 

Cost of net revenue for our chemical products segment for the three-month period ended March 31, 2022 and 2021 was $0.

 

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Natural gas segment

 

Cost of net revenue for our natural gas segment for the three-month period ended March 31, 2022 and 2021 was $83 and $0.

 

Gross Profit (Loss) Gross profit was $4,380,769, or 49%, of net revenue for three-month period ended March 31, 2022 compared to $1,077,854, or 21%, of net revenue for three-month period ended March 31, 2021.

 

    Gross Profit (Loss) by Segment   % Point Change
    Three-Month Period Ended   Three-Month Period Ended   of Gross
    March 31, 2022   March 31, 2021   Profit (Loss) Margin
Segment       Gross Profit Margin       Gross Profit Margin    
Bromine   $ 4,205,690       52 %   $ 1,296,944       27 %     25 %
Crude Salt   $ 124,484       17 %   $ (219,090 )     (49 %)     66 %
Chemical Products   $           $              
Natural Gas   $ 50,595       99                 100
Total Gross Profit (Loss)   $ 4,380,769       49 %   $ 1,077,854       21 %     28 %

Bromine segment

 

For the three-month period ended March 31, 2022, the gross profit margin for our bromine segment was 52%. This increase was primarily attributable to the higher average selling price of bromine of $8,082 per ton in the three-month period ended March 31, 2022 compared to $5,039 per ton in the three-month period ended March 31, 2021

 

For the three-month period ended March 31, 2021, the gross loss margin for our bromine segment was 27%.

 

Crude salt segment

 

For the three-month period ended March 31, 2022, the gross profit margin for our crude salt segment was 17%, compared to (49%) in three-month period ended March 31, 2021, representing a 66% increase. This increase was primarily attributable to the higher average selling price of crude salt of $49 per ton in three-month period ended March 31, 2022 compared to $22 per ton in three-month period ended March 31, 2021.

 

For the three-month period ended March 31, 2021, the gross loss margin for our crude salt segment was 49%.

 

Direct labor and factory overheads incurred during plant shutdown On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang City of PRC that stated that production at all its bromine and crude salt and chemical factories should be halted with immediate effect in order for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection requirements. On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction Plant to Bohai Park. As a result, direct labor and factory overhead costs (including depreciation of plant and machinery) in the amount of $2,184,591 and $2,613,483 incurred for the three-month periods ended March 31, 2022 and 2021, respectively, of factories that have not resumed production were presented as part of the operating expense.

 

General and Administrative Expenses General and administrative expenses were $2,242,501 for the three-month period ended March 31, 2022, an increase of $506,251 (or 29%) as compared to $1,736,250 for the same period in 2021. The increase was mainly due to the unrealized foreign currency transaction loss on intercompany balance recorded in three-month period ended March 31, 2022 compared to an unrealized foreign currency transaction gain on intercompany balance recorded in the same period in the previous year.

 

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Loss from Operations Loss from operations was $65,087 the three-month period ended March 31, 2022, compared to loss from operation of $3,281,424 in the same period in 2021.

 

    Loss from Operations by Segment
    Three-Month Period Ended
March 31, 2022
  Three-Month Period Ended
March 31, 2021
Segment:       % of total       % of total
Bromine   $ 1,348,834       470 %   $ (1,279,565 )     41 %
Crude Salt     (521,921 )     (182 %)     (1,009,585 )     33 %
Chemical Products     (513,282 )     (179 %)     (746,469 )     24 %
Natural Gas     (26,739 )     (9 %)     (54,787 )     2 %
Loss from operations before corporate costs     286,892       100 %     (3,090,406 )     100 %
Corporate cost     (68,190 )             (86,206 )        
Unrealized gain (loss) on translation of intercompany balance     (283,789             (104,812        
Loss from operations   $ (65,087 )           $ (3,281,424 )        

Bromine segment

 

Income from operations from our bromine segment was $1,348,834 for the three-month period ended March 31, 2022, compared to loss from operations of $1,279,565 in the same period in 2021. This increase was due to the 5% increase in tonnes sold and a 60% increase in average selling price.

 

Crude salt segment

 

Loss from operations from our crude salt segment was $521,921 for the three-month period ended March 31, 2022, compared to loss from operations of $1,009,585 in the same period in 2021. This decrease was due to increases in crude salt unit price.

 

Chemical products segment

 

Loss from operations from our chemical products segment was $513,282 for the three-month period ended March 31, 2022, compared to loss from operations of $746,469 in the same period in 2021. This decrease was due to fewer employees and therefore fewer wages.  

 

Natural gas segment

 

Loss from operations from our natural gas segment was $26,739 for the three -month period ended March 31, 2022, compared to a loss of $54,787 in the same period in 2021.

 

Other Income Net Other income, net of $40,836 represented bank interest income, net of finance lease interest expense for the three -month period ended March 31, 2022, an increase of $5,245 (or approximately 15%) as compared to the same period in 2021.

 

Net Loss Net loss was $119,946 for the three-month period ended March 31, 2022, compared to a net loss of $2,502,124 in the same period in 2021.

 

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LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2022, cash and cash equivalents were $105,661,999 as compared to $95,767,263 as of December 31, 2021. The components of this increase of $9,894,736 are reflected below.

 

Statement of Cash Flows

 

   Three-Month Period Ended March 31,
   2022  2021
Net cash provided by operating activities  $8,445,682   $3,341,395 
Net cash used in investing activities  $(395,060)  $ 
Effects of exchange rate changes on cash and cash equivalents  $1,844,114   $(864,609)
Net increase(decrease) in cash and cash equivalents  $9,894,736   $2,476,786)

     

For the three-month period ended March 31, 2022, we met our working capital and capital investment requirements mainly by using cash on hand.

 

Net Cash Provided by Operating Activities

 

During the three -month period ended March 31, 2022, cash flow provided by operating activities of approximately $8.4 million was mainly due to a decrease in accounts receivable of $3.5 million, and a non-cash adjustment related to depreciation and amortization of property, plant and equipment, reduced by a net loss of $0.12 million and an adjustment for income tax benefit of $0.1 million.

  

During the three -month period ended March 31, 2021, cash flow provided by operating activities of approximately $3.3 million was mainly due to a decrease in accounts receivable of $1.6 million, and a non-cash adjustment related to depreciation and amortization of property, plant and equipment, reduced by a net loss of $2.5 million and an adjustment for income tax benefit of $0.7 million.

 

Accounts receivable

 

Cash collections on our accounts receivable had a major impact on our overall liquidity. The following table presents the aging analysis of our accounts receivable as of March 31, 2022 and December 31, 2021.

 

   March 31, 2022  December 31, 2021
      % of total     % of total
Aged 1-30 days  $7,930,001    72%  $4,097,207    28%
Aged 31-60 days   812,626    7%   5,164,840    36%
Aged 61-90 days           5,263,760    36%
Aged 91-120 days   2,359,412    21%        
Aged 121-150 days                
Aged 151-180 days                
Aged 181-210 days                
Aged 211-240 days                
Total  $11,102,039    100%  $14,525,807    100%

  

The overall accounts receivable balance as of March 31, 2022 decreased by $3,423,768, as compared to those of December 31, 2021. We have policies in place to ensure that sales are made to customers with an appropriate credit history. We perform ongoing credit evaluation on the financial condition of our customers. No allowance for doubtful accounts for the three-month period ended March 31, 2022 is required.

 

Inventory

 

Our inventory consists of the following:

 

   March 31, 2022  December 31, 2021
      % of total     % of total
Raw materials  $52,131    10%  $42,553    6%
Finished goods   463,431    90%   648,558    94%
Total  $515,562    100%  $691,111    100%

 

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The net inventory level as of March 31, 2022 decreased by $175,549 (or 25%), as compared to the net inventory level as of December 31, 2021.

 

Raw materials increased by $9,578 as of March 31, 2022 as compared to December 31, 2021.

 

Our finished goods decreased by $185,127 as of March 31, 2022 as compared to December 31, 2021.

 

Net Cash Used in Investing Activities

 

For the three-month period ended March 31, 2022, we used approximately $0.4 million to acquire property, plant and equipment.

 

For the three-month period ended March 31, 2021, we have no investing activities.

 

Net Cash Used in Financing Activities

 

We have no financing activities for the three-month periods ended March 31, 2022 and 2021.

 

We believe that our available funds and cash flows generated from operations will be sufficient to meet our anticipated ongoing operating needs and our obligations as they full due in the next twelve (12) months.

 

We had available cash of approximately $105.7 million at March 31, 2022, most of which is in highly liquid current deposits which earn no or little interest. We do not anticipate paying cash dividends in the foreseeable future.

 

We intend to continue to focus our efforts on the activities of SCHC, SYCI and DCHC as these segments continue to expand within the Chinese market.

 

We may not be able to identify, successfully integrate or profitably manage any businesses or business segment we may acquire, or any expansion of our business. An expansion may involve a number of risks, including possible adverse effects on our operating results, diversion of management’s attention, inability to retain key personnel, risks associated with unanticipated events, risks associated with the COVID-19 pandemic and the financial statement effect of potential impairment of acquired intangible assets, any of which could have a materially adverse effect on our condition and results of operations. In addition, if competition for acquisition candidates or operations were to increase, the cost of acquiring businesses could increase materially. We may effect an acquisition with a target business which may be financially unstable, under-managed, or in its early stages of development or growth. Our inability to implement and manage our expansion strategy successfully may have a material adverse effect on our business and future prospects.

 

26 

 

 

Contractual Obligations and Commitments

 

We have no significant contractual obligations not fully recorded on our condensed consolidated balance sheets or fully disclosed in the notes to our condensed consolidated financial statements. Additional information regarding our contractual obligations and commitments at March 31, 2022 is provided in the notes to our condensed consolidated financial statements. See “Notes to Condensed Consolidated Financial Statements, Note 18– Capital Commitment and Other Service Contractual Obligations”.

 

Material Off-Balance Sheet Arrangements

 

We do not currently have any off -balance sheet arrangements falling within the definition of Item 303(a) of Regulation S-K.

 

Critical Accounting Policies and Estimates

 

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. We have identified the following critical accounting policies and estimates used by us in the preparation of our financial statements: accounts receivable and allowance for doubtful accounts, inventories and allowance for obsolescence, assets retirement obligation, property, plant and equipment, recoverability of long-lived assets, mineral rights, leases, revenue recognition, income taxes, and loss contingencies. These policies and estimates are described in the Company’s Form 10-Q for the three months ended March 31, 2022.

   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

 

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-Q.

 

(b) Changes in internal controls

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

27 

 

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On or about August 3, 2018, written decisions of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by the Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent.

  

For more details and information related to the Written Decisions, please see “Note 19 – Loss Contingencies, Notes to Condensed Consolidated Financial Statement” contained in this quarterly report.

 

Item 1A. Risk Factors

 

Investing in our common stock involves a high degree of risk. Before you invest you should carefully review our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 2 of Part I of this Quarterly Report on Form 10-Q, our consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes, as well as our Management’s Discussion and Analysis of Financial Condition and Results of Operations and the other information in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Readers should carefully review risks described in other documents we file from time to time with the Securities and Exchange Commission.

 

Item 2. Unregistered Shares of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit No. Description
   
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.1 The following financial statements from Gulf Resources, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Other Comprehensive Income (Loss); (iii) the Consolidated Statements of Changes in Equity; (iv) the Consolidated Statement of Cash Flows; and, (v) the Notes to Consolidated Financial Statements, tagged as blocks of text.
   
104 Cover Page Interactive Data File

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  GULF RESOURCES, INC.
     
Dated: May 13, 2022 By: /s/ Xiaobin Liu
    Xiaobin Liu
    Chief Executive Officer
     
     
Dated: May 13, 2022 By: /s/ Min Li
    Min Li
    Chief Financial Officer
     

 

 

29