UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended September 30, 2016
   
 
Or
   
o
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)
 
Delaware
 
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
Shouguang City, Shandong,
 
262700
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: +86 (536) 567 0008

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every, Interactive Data File required to be submitted and posted 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 and post such files).
Yes  x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
 
Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer (Do not check if a smaller reporting company)  o
Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o   No x
 
As of November 8, 2016, the registrant had outstanding 46,789,137 shares of common stock.
 
 
 
 
 
 
 
 
 
GULF RESOURCES, INC.
 AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)
 

   
September 30, 2016
Unaudited
   
December 31, 2015
Audited
 
Current Assets
               
Cash
 
$
141,083,587
   
$
133,606,392
 
Accounts receivable
   
71,396,808
     
49,980,358
 
Inventories, net
   
5,772,072
     
7,180,800
 
Prepayments and deposits
   
70,086
     
-
 
Prepaid land leases
   
372,203
     
49,833
 
Other receivable
   
559
     
599
 
Deferred tax assets
   
-
     
3,173
 
Total Current Assets
   
218,695,315
     
190,821,115
 
Non-Current Assets
               
Property, plant and equipment, net
   
122,424,766
     
127,871,323
 
Property, plant and equipment under capital leases, net
   
657,249
     
927,218
 
Prepaid land leases, net of current portion
   
4,881,908
     
5,197,216
 
Deferred tax assets
   
2,304,937
     
2,367,180
 
Goodwill
   
28,743,418
     
29,559,174
 
Total non-current assets
   
159,012,278
     
165,922,111
 
Total Assets
 
$
377,707,593
   
$
356,743,226
 
                 
Liabilities and Stockholders’ Equity
               
Current Liabilities
               
Accounts payable and accrued expenses
 
$
10,492,195
   
$
9,929,700
 
Retention payable
   
771,395
     
1,135,956
 
Capital lease obligation, current portion
   
153,310
     
196,778
 
Taxes payable
   
6,099,471
     
4,814,003
 
Total Current Liabilities
   
17,516,371
     
16,076,437
 
Non-Current Liabilities
               
Capital lease obligation, net of current portion
   
2,373,726
     
2,555,914
 
Total Liabilities
 
$
19,890,097
   
$
18,632,351
 
　
               
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; 47,052,940 and 46,276,269 shares issued; and 46,793,791 and 46,007,120 shares outstanding as of September 30, 2016 and December 31, 2015, respectively
   
23,525
     
23,139
 
Treasury stock; 259,149 and 269,149 shares as of September 30, 2016 and December 31, 2015 at cost
   
(577,141
)
   
(599,441
)
Additional paid-in capital
   
94,133,779
     
94,124,065
 
Retained earnings unappropriated
   
243,172,187
     
215,286,395
 
Retained earnings appropriated
   
22,634,340
     
20,340,436
 
Accumulated other comprehensive loss/ income
   
(1,569,194
)
   
8,936,281
 
Total Stockholders’ Equity
   
357,817,496
     
338,110,875
 
Total Liabilities and Stockholders’ Equity
 
$
377,707,593
   
$
356,743,226
 

See accompanying notes to the condensed consolidated financial statements.
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Expressed in U.S. dollars)
(UNAUDITED)
 
   
Three-Month Period Ended
September 30,
   
Nine-Month Period Ended
September 30,
 
   
2016
   
2015
   
2016
   
2015
 
                         
NET REVENUE
                       
Net revenue
 
$
38,811,622
   
$
42,601,598
   
$
120,907,839
   
$
126,862,497
 
                                 
OPERATING INCOME (EXPENSES)
                               
Cost of net revenue
   
(23,107,921
)
   
(27,000,576
)
   
(76,184,822
)
   
(84,761,554
)
Sales, marketing and other operating expenses
   
(83,087
)
   
(91,919
)
   
(269,357
)
   
(294,095
)
Research and development cost
   
(68,115
)
   
(69,403
)
   
(198,330
)
   
(181,108
)
Exploration cost
   
-
     
-
     
-
     
(325,840
)
Write-off/Impairment on property, plant and equipment
   
(90,395
)
   
(819,701
)
   
(90,395
)
   
(819,701
)
General and administrative expenses
   
(1,613,933
)
   
(831,955
)
   
(4,539,845
)
   
(5,247,318
)
Other operating income
   
108,029
     
115,114
     
328,550
     
342,317
 
     
(24,855,422
)
   
(28,698,440
)
   
(80,954,199
 
)
   
(91,287,299
)
                                 
INCOME FROM OPERATIONS
   
13,956,200
     
13,903,158
     
39,953,640
     
35,575,198
 
                                 
OTHER INCOME (EXPENSE)
                               
Interest expense
   
(42,012
)
   
(46,675
)
   
(134,150
)
   
(148,541
)
Interest income
   
120,054
     
113,311
     
356,828
     
348,454
 
INCOME BEFORE TAXES
   
14,034,242
     
13,969,794
     
40,176,318
     
35,775,111
 
                                 
INCOME TAXES
   
(3,518,529
)
   
(3,290,372
)
   
(9,996,622
)
   
(9,005,158
)
NET INCOME
 
$
10,515,713
   
$
10,679,422
   
$
30,179,696
   
$
26,769,953
 
                                 
COMPREHENSIVE INCOME:
                               
NET INCOME
 
$
10,515,713
   
$
10,679,422
   
$
30,179,696
   
$
26,769,953
 
OTHER COMPREHENSIVE INCOME (LOSS)
                               
- Foreign currency translation adjustments
   
(2,637,763
)
   
(14,565,025
)
   
(10,505,475
)
   
(14,199,993
)
COMPREHENSIVE INCOME/(LOSS)
 
$
7,877,950
   
$
(3,885,603
)
 
$
19,674,221
   
$
12,569,960
 
                                 
EARNINGS PER SHARE:
                               
BASIC
 
$
0.23
   
$
0.23
   
$
0.65
   
$
0.60
 
DILUTED
 
$
0.23
   
$
0.23
   
$
0.65
   
$
0.58
 
                                 
WEIGHTED AVERAGE NUMBER OF SHARES:
                               
                                 
BASIC
   
46,301,217
     
46,007,120
     
46,106,194
     
44,884,268
 
DILUTED
   
46,309,250
     
46,905,362
     
46,560,937
     
45,854,130
 
 
See accompanying notes to the condensed consolidated financial statements.
 
   
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2016
(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
   
Total
 
                                                             
BALANCE AT DECEMBER 31, 2015
Audited
    46,276,269       46,007,120       269,149     $ 23,139     $ (599,441 )   $ 94,124,065     $ 215,286,395     $ 20,340,436     $ 8,936,281     $ 338,110,875  
Translation adjustment
 
- 　
      -       -    
- 　
           
- 　
   
- 　
   
- 　
      (10,505,475 )     (10,505,475 )
Common stock issued
    -       10,000       (10,000 )     -       22,300       (7,300 )     -       -       -       15,000  
Cashless exercise of stock options
    776,671       776,671       -       386       -       (386 )     -       -       -       -  
Issuance of stock options to employees and directors
    -       -       -       -       -       17,400       -       -       -       17,400  
Net income for nine-month period ended September 30, 2016
 
- 　
      -       -    
- 　
      -    
- 　
   
30,179,696 　
      -    
- 　
      30,179,696  
Transfer to statutory common reserve fund
    -       -       -       -       -       -       (2,293,904 )      2,293,904       -       -  
BALANCE AT SEPTEMBER 30, 2016
Unaudited
    47,052,940       46,793,791       259,149     $ 23,525     $ (577,141 )   $ 94,133,779     $ 243,172,187     $ 22,634,340     $ (1,569,194 )   $ 357,817,496  
 
See accompanying notes to the condensed consolidated financial statements.
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
(UNAUDITED)


   
Nine-Month Period Ended September 30,
 
   
2016
   
2015
 
   
　
 
　
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
　
 
　
 
Net income
  $ 30,179,696     $ 26,769,953  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Interest on capital lease obligation
    133,504       147,808  
Amortization of prepaid land leases
    514,454       510,506  
Depreciation and amortization
    19,031,650       21,954,512  
Write-off/Impairment loss on property, plant and equipment
    90,395       819,701  
Unrealized translation difference
    (729,764 )     (1,037,429 )
Stock-based compensation expense-options
    17,400       353,300  
Shares issued from treasury stock for services
    15,000       -  
Deferred tax asset
    -       (81,460 )
Changes in assets and liabilities:
               
Accounts receivable
    (23,296,361 )     (15,762,057 )
Inventories
    1,219,588       (623,454 )
Prepayments and deposits
    (20,850 )     80,711  
Other receivable
    -       37,713  
Accounts payable and accrued expenses
    941,315       (56,477 )
Retention payable
    (356,348 )     248,266  
Taxes payable
    1,474,602       1,554,226  
Net cash provided by operating activities
    29,214,281       34,915,819  
                 
CASH FLOWS USED IN INVESTING ACTIVITIES
               
Additions of prepaid land leases
    (673,934 )     (683,129 )
Purchase of property, plant and equipment
    (16,749,192 )     (2,792,700 )
Consideration paid for business acquisition
    -       (66,305,606 )
Cash acquired from acquisition
    -       14,074,720  
Net cash used in investing activities
    (17,423,126 )     (55,706,715 )
                 
CASH FLOWS USED IN FINANCING ACTIVITIES
               
Repayment of capital lease obligation
    (287,387 )     (306,683 )
Repurchase of common stock
    -       (37,713 )
Net cash used in financing activities
    (287,387 )     (344,396 )
                 
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    (4,026,574 )     (4,558,171 )
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
    7,477,195       (25,693,463 )
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    133,606,392       146,585,601  
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 141,083,587     $ 120,892,138  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Cash paid during the period for:
               
Income taxes
  $ 8,740,519     $ 7,527,690  
SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INVESTING
AND FINANCING ACTIVITIES
               
Issuance of common stock upon cashless exercise of options
  $ 386     $ 49  
Issuance of common stock for acquisition of business
  $ -       13,373,140  
 
See accompanying notes to the condensed consolidated financial statements.
 
   
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(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 condensed financial statements have been prepared by Gulf Resources, Inc., a Nevada corporation and its subsidiaries (collectively, the “Company”), in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information and footnotes necessary for a fair statement of its financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States (“US GAAP”).

In the opinion of management, the unaudited financial information for the three and nine months ended September 30, 2016 presented reflects all adjustments, which are only normal and recurring, necessary for a fair statement of results of operations, financial position and cash flows. These condensed financial statements should be read in conjunction with the financial statements included in the Company’s  2015 Form 10-K. Operating results for the interim periods are not necessarily indicative of operating results for an entire fiscal year.
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from the estimates. The Company also exercises judgments in the preparation of these condensed financial statements in certain areas including classification of leases and related party transactions. 


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”), Shouguang City Rongyuan Chemical Co, Ltd (“SCRC”) and Daying County Haoyuan Chemical Company Limited (“DCHC”).  All material intercompany transactions have been eliminated on consolidation.

On September 2, 2016 the Company announced the planned merger of SYCI and SCRC. As of September 30, 2016, this merger has not yet been finalized. This merger has no material impact on the Company’s financial statements as of and for the three and nine months ended September 30, 2016.
 
(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"), manufactures chemical products for use in the oil industry, pesticides and paper manufacturing industry through its wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Co., Limited ("SYCI"), and manufactures chemical products used for human and animal antibiotics through its wholly-owned subsidiary, Shouguang City Rongyuan Chemical Co, Ltd (“SCRC”) 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 PRC. The DCHC business is not fully operational yet.

(c)           Allowance for Doubtful Accounts

As of September 30, 2016 and December 31, 2015, allowances for doubtful accounts were nil. No allowances for doubtful accounts were charged to the condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2016 and 2015.

(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 $141,083,587 and $133,606,392 with these institutions as of September 30, 2016 and December 31, 2015, respectively.  The Company has not experienced any losses in such accounts in the PRC.
 
Concentrations of credit risk with respect to accounts receivable exists as the Company sells a substantial portion of its products to a limited number of customers. However, such concentrations of credit risks are limited since the Company performs ongoing credit evaluations of its customers’ financial condition there are generally short payment terms. The ordinary credit term ranges from 90 to 180 days.  Approximately 65.9% and 73.3% of the balances of accounts receivable as of September 30, 2016 and December 31, 2015, respectively, are less than or equal to 90 days. Approximately 27% of the accounts receivable as of September 30, 2016 was collected in October 2016. Approximately 54% of the accounts receivable as of September 30, 2016 which is more than 90 days old were settled in October 2016. 
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(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 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 plant, machinery and equipment. Costs incurred are capitalized and transferred to property and equipment upon completion, at which time depreciation commences.

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, which is 20 years.

(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 $269,254 and $258,977 for the three-month period ended September 30, 2016 and 2015, respectively, and totaled $768,870 and $727,526 for the nine-month period ended September 30, 2016 and 2015, respectively.

(g)           Revenue Recognition

The Company recognizes revenue, net of value-added tax, when persuasive evidence of an arrangement exists, delivery of the goods has occurred and customer acceptance has been obtained, which means the significant risks and ownership have been transferred to the customer, the price is fixed or determinable and collectability is reasonably assured.
 
  
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (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 and nine-month periods ended September 30, 2016, certain property, plant and machinery, with net book values of $90,395 were replaced during the enhancement project to protective shells for transmission channels, write-offs of the same amounts, were made and included in write-off/impairment on property, plant and equipment.

For the three-month and nine-month periods ended September 30, 2015, certain property, plant and machinery, with net book values of $819,701 were replaced during the fourth phase enhancement project to protective shells for transmission channels and the enhancement work to bromine production facilities in Factory No.11, write-offs of the same amounts, were made and included in write-off/impairment on property, plant and equipment.

(i)           Basic and Diluted Earnings 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 outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive outstanding stock options had been exercised. Potentially dilutive outstanding stock options 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 are greater than the market price of the common stock. The number of anti-dilutive outstanding stock options which were excluded from the calculation of diluted earnings was 75,000 and 137,500 for the three-month period ended September 30, 2016 and 2015 respectively, and 136,875 and 125,000 for the nine-month period ended September 30, 2016 and 2015 respectively. These awards could be dilutive in the future if the market price of the common stock increases and is greater than the exercise price of these awards.
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)
 
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(i)           Basic and Diluted Earnings per Share of Common Stock – Continued

The following table sets forth the computation of basic and diluted earnings per share:
 
  
 
Three-Month Period Ended
September 30,
   
Nine-Month Period Ended
September 30,
   
2016
   
2015
     
2016
     
2015
 
Numerator
                           
Net income
 
$
10,515,713
   
$
10,679,422
   
$
30,179,696
   
$
26,769,953
 
                                 
Denominator
                               
Basic: Weighted-average common shares outstanding during the period
   
46,301,217
     
46,007,120
     
46,106,194
     
44,884,268
 
Add: Dilutive effect of stock options
   
8,033
     
898,242
     
454,743
     
969,862
 
Diluted
   
46,309,250
     
46,905,362
     
46,560,937
     
45,854,130
 
                                 
Earnings per share
                               
Basic
 
$
0.23
   
$
0.23
   
$
0.65
   
$
0.60
 
Diluted
 
$
0.23
   
$
0.23
   
$
0.65
   
$
0.58
 

(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 rates 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 rates during the reporting period, with the exception of issuance of shares and payment of dividends which are 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)           Exploration Costs
 
Exploration costs, which included the cost of researching for appropriate places to drill wells and the cost of well drilling in search of potential natural brine or other resources, are charged to the income statement as incurred. Once the commercial viability of a project has been confirmed, all subsequent costs are capitalized.
(m)      Goodwill

Goodwill represents the excess of the purchase price over the net of the fair value of the identifiable tangible and intangible assets acquired and the fair value of liabilities assumed in business acquisitions. Management of the Company evaluates the carrying value of goodwill annually or when a possible impairment is indicated. The Company performs its impairment assessment annually and between annual tests in certain circumstances and determined that there was no impairment of goodwill. Goodwill impairment is assessed using the expected present value of associated future cash flows.

(n)           New Accounting Pronouncements

Recently Adopted Accounting Pronouncements
In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory. The amendments in this Update require an entity to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this Update are effective for fiscal years beginning after December 15, 2016. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. As of January 1, 2016, the Company adopted the amendments in this Update which has no material impact on the financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes. The amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. As of January 1, 2016, the Company adopted the amendments in this Update which has no material impact on the financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted
As of September 30, 2016, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements through 2017.
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)

 NOTE 2 – BUSINESS ACQUISITION
 
In order to increase the Company’s profit margins, produce more consistent and reliable earnings and lessen dependence on the economically sensitive bromine industry, on January 12, 2015, Gulf Resources, Inc. (the“Company” or “Gulf”) and Shouguang City Haoyuan Chemical Company Limited, a wholly owned subsidiary of the Company (“SCHC”), entered into an Equity Interest Transfer Agreement (the “Agreement”) to acquire 100% of Shouguang City Rongyuan Chemical Co., Ltd. (“SCRC”) for a total consideration of $79,678,746 to be settled in cash and in shares of common stock of the Company.

On February 4, 2015, the Company closed the transactions contemplated by the Agreement between the Company, SCHC and SCRC. The Closing Date is deemed to be the acquisition date.

On the Closing Date, the Company issued 7,268,011shares of its common stock, par value $0.0005 per share (the “Shares”), at the closing market price of $1.84 per Share on the Closing Date to the four former equity owners of SCRC. The sellers of SCRC agreed as part of the purchase price to accept 7,268,011 restricted shares of Gulf Resources stock, based on a valuation of $2.00, which was a 73% premium to the price on the day the agreement was reached. For accounting purposes, these shares are being valued at $1.84, which was the closing price of the Company’s stock on the Closing Date. There is no change in the number of shares issued. The total purchase consideration consisted of $66,305,606 in cash and $13,169,506 in the shares of the common stock of the Company.

The issuance of the Shares was exempt from registration pursuant to Regulation S of the Securities Act of 1933, as amended. On the Closing Date, the Company entered into a lock-up agreement with the four former equity owners of SCRC. In accordance with the terms of the lock-up agreement, the shareholders have agreed not to sell or transfer the Shares for five years from the date the stock certificates evidencing the Shares are issued.

The following table represents the fair value of identifiable assets and liabilities of SCRC acquired and goodwill recognized at acquisition date.

Cash
  $ 14,074,720  
Accounts receivable
    19,365,259  
Inventories
    1,646,196  
Other current assets
    82,562  
Property, plant and equipment, net
    17,891,360  
Prepaid land leases, net of current portion
    4,800,404  
Goodwill
    28,743,418  
Accounts payable and accrued expenses
    (8,670,568 )
Taxes payable
    (963,458 )
Cumulative translation adjustment
    2,708,853  
Total purchase price
  $ 79,678,746  

The net revenue and net income of SCRC since the acquisition date that are included in the consolidated statement of income for the fiscal year 2015 were $51,274,989 and $12,667,379. Goodwill is not expected to be deductible for tax purpose.

Costs of $121,512 related to the acquisition, which included audit fee and valuation fees, have been charged directly to operations and are included in general and administrative expenses in the consolidated statement of income for the fiscal year 2015.

The following table shows supplemental information of the actual results of operations for the nine months ended September 30, 2016 and on a pro forma basis for the nine months ended September 30, 2015, as if the acquisition of SCRC had been completed at the beginning of the Company’s interim periods presented:
 
   
For the nine months ended
 
   
September 30, 2016
   
September 30, 2015
 
   
Actual
   
Pro forma
 
Net Revenue
  $ 120,907,839     $ 132,576,760  
Net Income
  $ 30,179,696     $ 28,239,987  
EARNINGS PER SHARE
               
-Basic
  $ 0.65     $ 0.61  
-Diluted
  $ 0.65     $ 0.60  

The pro forma information presented has been calculated after adjusting for results of SCRC to reflect the business combination accounting effect resulting from this acquisition including the elimination of intercompany sales, depreciation and amortization on the increase in valuation of property, plant and equipment and prepaid land lease. There are no nonrecurring items included in the pro forma results of operations presented.

NOTE 3 – INVENTORIES

Inventories consist of:
 
   
September 30, 2016
 
December 31, 2015
             
Raw materials
 
$
879,085
   
$
1,014,917
 
Finished goods
   
4,161,087
     
5,486,970
 
Work-in-process
   
744,241
     
691,604
 
Allowance for obsolete and slow-moving inventory
   
(12,341
)
   
(12,691
)
   
$
5,772,072
   
$
7,180,800
 
 
NOTE 4 – PREPAID LAND LEASES
 
The Company prepaid its land leases with lease terms for periods ranging from one to fifty years to use the land on which the production facilities and warehouses of the Company are situated. The prepaid land lease is amortized on a straight line basis.

During the three-month period ended September 30, 2016 and 2015, amortization of prepaid land leases totaled $259,194 and $257,083, respectively, which amounts were recorded as cost of net revenue. During the nine-month period ended September 30, 2016 and 2015, amortization of prepaid land leases totaled $514,454 and $511,170, respectively, which amounts were recorded as cost of net revenue.

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 that the Company cannot obtain land use rights certificates cover a total of approximately 59.43 square kilometers with an aggregate carrying value of $886,580 and approximately 59.43 square kilometers with an aggregate carrying value of $686,073 as at September 30, 2016 and December 31, 2015, respectively.
 
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consist of the following:
 
   
September 30, 2016
 
December 31, 2015
At cost:
           
Mineral rights
 
$
5,962,024
   
$
6,131,230
 
Buildings
   
67,954,932
     
68,510,164
 
Plant and machinery
   
203,242,535
     
195,295,877
 
Motor vehicles
   
8,603
     
8,847
 
Furniture, fixtures and office equipment
   
4,730,368
     
4,864,619
 
Construction in process
   
172,925
     
57,596
 
Total
   
282,071,387
     
274,868,333
 
Less: Accumulated depreciation and amortization
   
(159,646,621
)
   
(146,997,010
)
Net book value
 
$
122,424,766
   
$
127,871,323
 
``````````````````````````````````````````````````````````````````
 
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. 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 $39,389,001 and $42,526,151 as at September 30, 2016 and December 31, 2015, respectively.
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)
 
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET – Continued

During the three-month period ended September 30, 2016, depreciation and amortization expense totaled $5,435,740, of which $5,104,288 and $331,452 were recorded as cost of net revenue and administrative expenses, respectively. During the three-month period ended September 30, 2015, depreciation and amortization expense totaled $6,960,873, of which $6,592,218 and $368,655 were recorded as cost of net revenue and administrative expenses, respectively. During the nine-month period ended September 30, 2016, depreciation and amortization expense totaled $18,783,424, of which $17,765,477 and $1,017,948 were recorded as cost of sales and administrative expenses respectively.  During the nine-month period ended September 30, 2015, depreciation and amortization expense totaled $21,690,038, of which $20,585,226 and $1,104,812 were recorded as cost of sales and administrative expenses respectively.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT UNDER CAPITAL LEASES, NET

Property, plant and equipment under capital leases, net consist of the following:

   
September 30, 2016
 
December 31, 2015
At cost:
           
Buildings
 
$
123,231
   
$
126,729
 
Plant and machinery
   
2,316,398
     
2,382,139
 
Total
   
2,439,629
     
2,508,868
 
Less: Accumulated depreciation and amortization
   
(1,782,380
)
   
(1,581,650
)
Net book value
 
$
657,249
   
$
927,218
 
 
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 September 30, 2016 and 2015, depreciation and amortization expense totaled $81,618 and $86,970, respectively, which was recorded as cost of net revenue. During the nine-month period ended September 30, 2016 and 2015, depreciation and amortization expense totaled $248,226 and $264,474, respectively, which was recorded as cost of net revenue.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

   
September 30, 2016
 
December 31, 2015
Accounts payable
 
$
9,654,778
   
$
8,835,442
 
Salary payable
   
266,482
     
271,369
 
Social security insurance contribution payable
   
128,798
     
114,370
 
Other payables
   
442,137
     
708,519
 
Total
 
$
10,492,195
   
$
9,929,700
 
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)
 
NOTE 8 – RELATED PARTY TRANSACTIONS

During the three-month and nine-month periods ended September 30, 2016, the Company borrowed $200,000 and $655,369, respectively, from Jiaxing Lighting Appliance Company Limited (Jiaxing Lighting”), in which Mr. Ming Yang, a shareholder and the Chairman of the Company, had a 100% equity interest in Jiaxing Lighting. The amounts due to Jiaxing Lighting were unsecured, interest free and repayable on demand and were fully settled in the three-month period ended September 30, 2016. There was no balance owing to Jiaxing Lighting as of September 30, 2016 and December 31, 2015.

During the fiscal year 2013, the Company entered into an agreement with the Shandong Shouguang Vegetable Seed Industry Group Co., Ltd, a related party, to provide property management services for an annual amount of approximately $100,704 for five years from January 1, 2013 to December 31, 2017. The expenses associated with this agreement for the three month period ended September 30, 2016 and 2015 were $23,401 and $24,936. The expense associated with this agreement for the nine month period ended September 30, 2016 and 2015 were $71,170 and $75,829.
 
NOTE 9 – TAXES PAYABLE
 
Taxes payable consists of the following:
 
   
September 30, 2016
 
December 31, 2015
Income tax payable
 
$
3,549,990
   
$
2,400,400
 
Mineral resource compensation fee payable
   
358,910
     
255,984
 
Value added tax payable
   
1,092,008
     
1,030,664
 
Land use right tax payable
   
879,397
     
904,354
 
Other tax payables
   
219,166
     
222,601
 
Total
 
$
6,099,471
   
$
4,814,003
 
   
NOTE 10 – CAPITAL LEASE OBLIGATIONS
 
The components of capital lease obligations are as follows:
 
 
Imputed
 
September 30,
 
December 31,
 
Interest rate
 
2016
 
2015
Total capital lease obligations
6.7%
 
$
2,527,036
   
$
2,752,692
 
Less: Current portion
     
(153,310
)
   
(196,778
)
Capital lease obligations, net of current portion
   
$
2,373,726
   
$
2,555,914
 

Interest expenses from capital lease obligations amounted to $41,740 and $46,348 for the three-month period ended September 30, 2016 and 2015, respectively, which were charged to the condensed consolidated statement of income. Interest expenses from capital lease obligations amounted to $133,504 and $147,808 for the nine-month period ended September 30, 2016 and 2015, respectively, which were charged to the condensed consolidated statement of income.

NOTE 11 –EQUITY

(a)
Authorized shares

During the annual general meeting held on June 18, 2013, the shareholders of the Company approved the amendment to the Certificate of Incorporation to decrease the number of the authorized shares of the Company’s common stock to 80,000,000. The Company has completed the filing of the amendment and restatement of the Certificate of Incorporation with the Secretary of the State of Delaware to decrease the number of authorized shares of the Company’s common stock. Accordingly, 80,000,000 is disclosed as the authorized shares of the Company’s common stock in the consolidated balance sheets as of September 30, 2016 and December 31, 2015.

(b)
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 a portion of its profit after tax to the following reserve:
 
Statutory Common Reserve Funds
 
SCHC, SYCI, SCRC 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 September 30, 2016 for SCHC, SYCI, SCRC and DCHC is 43%, 50%, 11% and 0% of its registered capital respectively.

NOTE 12 – TREASURY STOCK

In January 2015, the Company repurchased 31,000 shares of common stock of the Company at an average price of $1.22 per share for a total cost of $37,713 under the share repurchase plan that was approved by the Board of Directors. The Company recorded the entire purchase price of the treasury stock as a reduction of equity.

In July 2016, the Company issued 10,000 shares of common stock from the treasury shares to one of its consultants. The shares were valued at the closing market price on the date of the agreement and recorded as general and administrative expense in the condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2016. The shares issued were deducted from the treasury shares at weighted average cost and the excess of the cost over the closing market price was charged to additional paid-in-capital.
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)
 
NOTE 13 – STOCK-BASED COMPENSATION
 
Pursuant to the Company’s Amended and Restated 2007 Equity Incentive Plan approved in 2011(“Plan”), the aggregate number of shares of the Company’s common stock available for grant and issuance of stock options is 4,341,989 shares. On October 5, 2015, during the annual meeting of the Company’s stockholders, the aggregate number of shares reserved and available for grant and issuance pursuant to the Plan was increased to 10,341,989. As of September 30, 2016, the number of shares of the Company’s common stock available for issuance under the Plan is 7,368,489.

The fair value of each option award below 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.

In early March 2016, the Company granted to an independent director an option to purchase 12,500 shares of the Company’s common stock at an exercise price of $1.78 per share and the options vested immediately. The options were valued at $7,300 fair value, with assumed 65.69% volatility, a three-year expiration term with expected tenor of 1.33 years, a risk free rate of 0.71% and no dividend yield. For the three-month period ended March 31, 2016, $7,300 was recognized as general and administrative expenses.

On May 7, 2016, the Company granted to an independent director an option to purchase 12,500 shares of the Company’s common stock at an exercise price of $1.45 per share and the options vested immediately. The options were valued at $5,500 fair value, with assumed 66.40% volatility, a three-year expiration term with an expected tenor of 1.33 years, a risk free rate of 0.58% and no dividend yield. For the three-month period ended June 30, 2016, $5,500 was recognized as general and administrative expenses.

On July 1, 2016, the Company granted to an independent director an option to purchase 12,500 shares of the Company’s common stock at an exercise price of $1.54 per share and the options vested immediately. The options were valued at $4,600 fair value, with assumed 52.38% volatility, a three-year expiration term with expected tenor of 1.33 years, a risk free rate of 0.49% and no dividend yield. For the three-month period ended September 30, 2016, $4,600 was recognized as general and administrative expenses.

The following table summarizes all Company stock option transactions between January 1, 2016 and September 30, 2016.

   
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, 2016
    2,399,000     $ 1.39     $0.95 - $12.60  
Granted and vested during the period
Ended September 30, 2016
    37,500     $ 1.59     $1.45-1.78  
Exercised during the period ended
September 30, 2016
    (1,831,500 )   $ 1.11     $0.95-1.45  
Expired during the period ended
September 30, 2016
    (450,000 )   $ 2.25     $0.95-12.60  
Balance, September 30, 2016
    155,000     $ 2.21     $1.54 - $4.80  
 
     
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)
 
NOTE 13 – STOCK-BASED COMPENSATION – Continued

   
Stock and Warrants Options Exercisable and Outstanding
           
Weighted Average
 
           
Remaining
 
   
Outstanding at September 30, 2016
 
Range of
Exercise Prices
 
Contractual Life
 (Years)
 
Exercisable and outstanding
 
155,000
 
$1.54 - $4.80
 
1.64
 

The aggregate intrinsic value of options outstanding and exercisable as of September 30, 2016 was $33,150.

The total intrinsic value of options exercised was $1,464,750 and $0 for the three months ended September 30, 2016 and 2015.

The total intrinsic value of options exercised was $1,479,042 and $236,535 for the nine months ended September 30, 2016 and 2015.

During the nine months ended September 30, 2016, 776,671 shares of common stock were issued upon cashless exercise of 1,831,500 options.
 
NOTE 14 – INCOME TAXES

The Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10.

(a)           United States

Gulf Resources, Inc. may be subject to the United States of America Tax law at a tax rate of 35%. No provision for the US federal income taxes has been made as the Company had no US taxable income for the three-month and nine-month periods ended September 30, 2016 and 2015, and management believes that its earnings are permanently invested in the PRC.

(b)           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 and nine-month periods ended September 30, 2016 and 2015.

(c)           Hong Kong

Hong Kong Jiaxing Industrial Limited, a subsidiary of Upper Class Group Limited, was incorporated in Hong Kong and is subject to Hong Kong profits tax. The Company 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 profits tax has been made as the Company has no assessable income for the three-month and nine-month periods ended September 30, 2016 and 2015.  The applicable statutory tax rates for the three-month and nine-month periods ended September 30, 2016 and 2015 are 16.5%. There is no dividend withholding tax in Hong Kong.
 
(d)           PRC
 
Enterprise income tax (“EIT”) for SCHC, SYCI, SCRC and DCHC in the PRC is charged at 25% of the assessable profits.

The operating subsidiaries SCHC, SYCI, SCRC and DCHC are wholly foreign-owned enterprises (“FIE”) incorporated in the PRC and are subject to PRC Foreign Enterprise Income Tax Law.

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 September 30, 2016 and December 31, 2015, the accumulated distributable earnings under the Generally Accepted Accounting Principles (GAAP”) of PRC are $280,522,787 and $260,471,507, 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 September 30, 2016 and December 31, 2015, the Company has not recorded any WHT on the cumulative amount of distributable retained earnings of its foreign invested enterprises in China. As of September 30, 2016 and December 31, 2015, the unrecognized WHT are $13,006,205 and $11,974,695, respectively.
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)
 
NOTE 14 – INCOME TAXES – Continued

The Company’s 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 tax returns filed in the United States for three years from the date of filing. The Company’s US tax returns since 2012 are currently subject to examination. Inland Revenue Department of Hong Kong may examine the Company’s tax returns filed in Hong Kong for seven years from date of filing. The Company’s Hong Kong tax returns from year 2009 are currently subject to examination.
 
The components of the provision for income taxes from continuing operations are:

 
Three-Month Period
Ended September 30,
 
Nine-Month Period
Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
 
Current taxes – PRC
 
$
3,518,529
   
$
3,290,372
   
$
9,996,622
   
$
9,086,618
 
Deferred taxes – PRC
   
-
     
-
     
-
     
(81,460
)
   
$
3,518,529
   
$
3,290,372
   
$
9,996,622
   
$
9,005,158
 
 
The effective income tax expenses differ from the PRC statutory income tax rate of 25% from continuing operations in the PRC as follows:

 
Three-Month Period
Ended September 30,
 
Nine-Month Period
Ended September 30,
Reconciliations
2016
 
2015
 
2016
 
2015
Statutory income tax rate
 
25
%
   
25
%
   
25
%
   
25
%
 
Non-taxable item
 
-
     
(1
%)
   
-
     
(1
%)
 
Change in valuation allowance - US federal net operating loss
 
-
     
0
%
   
-
     
1
%
 
Effective tax rate
 
25
%
   
24
%
   
25
%
   
25
%
 

Significant components of the Company’s deferred tax assets and liabilities at September 30, 2016 and December 30, 2015 are as follows:

   
September 30, 2016
   
December 31, 2015
 
Deferred tax liabilities
  $ -     $ -  
                 
Deferred tax assets:
               
Allowance for obsolete and slow-moving inventories
  $ 3,085     $ 3,173  
Impairment on property, plant and equipment
    437,465       449,879  
Exploration costs
    1,864,387       1,917,301  
Compensation costs of unexercised stock options
    106,586       629,162  
US federal net operating loss
    11,485,000       10,835,000  
Total deferred tax assets
    13,896,523       13,834,515  
Valuation allowance
    (11,591,586 )     (11,464,162 )
Net deferred tax asset
  $ 2,304,937     $ 2,370,353  
                 
Current deferred tax asset
  $ -     $ 3,173  
Long-term deferred tax asset
  $ 2,304,937     $ 2,367,180  
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)
 
NOTE 14 – INCOME TAXES – Continued

The increase in valuation allowance for each of the three-month period ended September 30, 2016 and 2015 is $227,574 and $70,320, respectively.

The increase in valuation allowance for the nine-month period ended September 30, 2016 is $127,424.

The decrease in valuation allowance for the nine-month period ended September 30, 2015 is $484,075.

There were no unrecognized tax benefits and accrual for uncertain tax positions as of September 30, 2016 and December 31, 2015.

NOTE 15 – 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.

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
September 30, 2016
 
Bromine*
   
Crude
 Salt*
   
Chemical
 Products
   
Natural Gas
   
Segment
 Total
   
Corporate
   
Total
 
Net revenue
(external customers)
  $ 15,971,847     $ 2,310,799     $ 20,528,976     $ -     $ 38,811,622     $ -     $ 38,811,622  
Net revenue
(intersegment)
    2,008,397       -       -       -       2,008,397       -       2,008,397  
Income from operations before taxes
    7,898,302       (382,917 )     6,442,708       (2,476 )     13,955,617       583       13,956,200  
Income taxes
    1,974,576       (97,982 )     1,641,935       -       3,518,529       -       3,518,529  
Income from operations after taxes
    5,923,726       (284,935 )     4,800,773       (2,476 )     10,437,088       583       10,437,671  
Total assets
    150,950,225       32,757,666       192,128,326       1,687,960       377,524,177       183,416       377,707,593  
Depreciation and amortization
    3,121,243       1,315,140       1,080,975       -       5,517,358       -       5,517,358  
Capital expenditures
    12,890,713       2,336,309       -       651,295       15,878,317       -       15,878,317  
Goodwill
    -       -       28,743,418       -       28,743,418       -       28,743,418  
                                                         
Three-Month
Period Ended
September 30, 2015
 
Bromine*
   
Crude
 Salt*
   
Chemical
 Products
   
Natural Gas
   
Segment
 Total
   
Corporate
   
Total
 
Net revenue
(external customers)
  $ 14,940,666     $ 3,032,201     $ 24,628,731     $ -     $ 42,601,598     $ -     $ 42,601,598  
Net revenue
(intersegment)
    2,330,808       -       -       -       2,330,808       -       2,330,808  
Income from operations before taxes
    4,307,709       351,251       8,393,184       -       13,052,144       851,014       13,903,158  
Income taxes
    1,076,927       86,638       2,126,807       -       3,290,372       -       3,290,372  
Income from operations after taxes
    3,230,782       264,613       6,266,377       -       9,761,772       851,014       10,612,786  
Total assets
    142,874,828       42,858,017       181,468,875       -       367,201,720       38,165       367,239,885  
Depreciation and amortization
    3,961,290       1,680,827       1,405,726       -       7,047,843       -       7,047,843  
Capital expenditures
    2,365,417       427,283       -       -       2,792,700       -       2,792,700  
Goodwill
    -       -       30,173,391       -       30,173,391       -       30,173,391  
 
  
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)

NOTE 15 – BUSINESS SEGMENTS – Continued

Nine-Month
Period Ended
September 30, 2016
 
Bromine*
   
Crude
 Salt*
   
Chemical
 Products
   
Natural Gas
   
Segment
 Total
   
Corporate
   
Total
 
Net revenue
(external customers)
  $ 47,621,980     $ 6,383,095     $ 66,902,764     $ -     $ 120,907,839     $ -     $ 120,907,839  
Net revenue
(intersegment)
    6,501,530       -       -       -       6,501,530       -       6,501,530  
Income (loss) from operations before taxes
    19,103,472       (165,403 )     20,698,116       (2,501 )     39,633,684       319,956       39,953,640  
Income taxes
    4,775,868       (46,369 )      5,267,123       -       9,996,622       -       9,996,622  
Income (loss) from operations after taxes
    14,327,604       (119,034 )     15,430,993       (2,501 )     29,637,062       319,956       29,957,018  
Total assets
    150,950,225       32,757,666       192,128,326       1,687,960       377,524,177       183,416       377,707,593  
Depreciation and amortization
    11,633,581       3,847,502       3,550,567       -       19,031,650       -       19,031,650  
Capital expenditures
    12,943,491       2,340,817       -       1,464,884       16,749,192       -       16,749,192  
Goodwill
    -       -       28,743,418       -       28,743,418       -       28,743,418  

Nine-Month
Period Ended
 September 30, 2015
 
Bromine*
   
Crude
 Salt*
   
Chemical
 Products
   
Natural Gas
   
Segment
 Total
   
Corporate
   
Total
 
Net revenue
(external customers)
  $ 41,066,776     $ 7,905,274     $ 77,890,447     $ -     $ 126,862,497     $ -     $ 126,862,497  
Net revenue
(intersegment)
    6,355,047       -       -       -       6,355,047       -       6,355,047  
Income (loss) from operations before taxes
    8,950,595       534,760       26,205,578       -       35,690,933       (115,735 )     35,575,198  
Income taxes
    2,237,649       133,956       6,633,553       -       9,005,158       -       9,005,158  
Income (loss) from operations after taxes
    6,712,946       400,804       19,572,025       -       26,685,775       (115,735 )     26,570,040  
Total assets
    142,874,828       42,858,017       181,468,875       -       367,201,720       38,165       367,239,885  
Depreciation and amortization
    13,198,194       4,671,613       4,084,705       -       21,954,512       -       21,954,512  
Capital expenditures
    2,365,417       427,283       -       -       2,792,700       -       2,792,700  
Goodwill
    -       -       30,173,391       -       30,173,391       -       30,173,391  

* 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.

   
Three-Month Period
Ended September 30,
   
Nine-Month Period
Ended September 30,
 
Reconciliations
 
2016
   
2015
   
2016
   
2015
 
Total segment operating income
 
$
13,955,617
   
$
13,052,144
   
$
39,633,684
   
$
35,690,933
 
Corporate costs
   
(180,447
)
   
(210,707
)
   
(409,808
)
   
(1,153,164
)
Unrealized translation difference
   
181,030
     
1,061,721
     
729,764
     
1,037,429
 
Income from operations
   
13,956,200
     
13,903,158
     
39,953,640
     
35,575,198
 
Other income, net of expense
   
78,042
     
66,636
     
222,678
     
199,913
 
Income before taxes
 
$
14,034,242
   
$
13,969,794
   
$
40,176,318
   
$
35,775,111
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)

NOTE 15 – BUSINESS SEGMENTS – Continued

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2016.

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
 
$
2,538
   
$
747
   
$
1,324
   
$
4,609
     
11.9%
 

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2016.

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
 
$
8,230
   
$
1,919
   
$
4,321
   
$
14,470
     
12.0%
 

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2015.

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
 
$
2,059
   
$
852
   
$
2,085
   
$
4,996
     
11.7%
 

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2015.

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
 
$
6,130
   
$
2,047
   
$
5,769
   
$
13,946
     
11.0%
 

NOTE 16 – CUSTOMER CONCENTRATION

The Company sells a substantial portion of its products to a limited number of customers. During the three-month and nine-month periods ended September 30, 2016, the Company sold 34.6% and 34.3% of its products to its top five customers, respectively. As of September 30, 2016, amounts due from these customers were $31,621,828. During the three-month and nine-month periods ended September 30, 2015, the Company sold 32.7% and 31.6% of its products to its top five customers, respectively. As of September 30, 2015, amounts due from these customers were $27,417,737. This concentration makes the Company vulnerable to a near-term severe impact, should the relationships be terminated.
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)

NOTE 17 – MAJOR SUPPLIERS

During the three-month and nine-month periods ended September 30, 2016, the Company purchased 56.2% and 55.2% of its raw materials from its top five suppliers, respectively.  As of September 30, 2016, amounts due to those suppliers included in accounts payable were $4,104,237. During the three-month and nine-month periods ended September 30, 2015, the Company purchased 58.5% and 57.2% of its raw materials from its top five suppliers, respectively.  As of September 30, 2015, amounts due to those suppliers included in accounts payable were $4,320,350. This concentration makes the Company vulnerable to a near-term severe impact, should the relationships be terminated.

NOTE 18 – 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 September 30, 2016 and December 31, 2015.

NOTE 19 – CAPITAL COMMITMENT AND OPERATING LEASE COMMITMENTS

As of September 30, 2016, the Company leased real property adjacent to Factory No. 1, with the related production facility, channels and ducts, other production equipment and the buildings located on the property, under a capital lease. The future minimum lease payments required under the capital lease, together with the present value of such payments, are included in the table show below.
 
The Company has leased ten parcels of land under non-cancelable operating leases, which are fixed rentals and expire through December 2021, December 2022, December 2023,December 2030, December 2031, December 2032, December 2040, February 2059, August 2059 and June 2060, respectively.

The following table sets forth the Company’s contractual obligations as of September 30, 2016:
 
   
Capital Lease Obligations
   
Operating Lease Obligations
   
Property Management Fees
   
 
Capital Expenditure
 
Payable within: 
                       
the next 12 months
  $ 281,081     $ 948,380     $ 93,424     $ 267,154  
the next 13 to 24 months
    281,081       967,599       23,356       -  
the next 25 to 36 months
    281,081       990,595       -       -  
the next 37 to 48 months
    281,081       1,011,702       -       -  
the next 49 to 60 months
    281,081       1,036,821       -       -  
thereafter
    2,529,726       17,119,230       -       -  
Total
  $ 3,935,131     $ 22,074,327     $ 116,780     $ 267,154  
Less: Amount representing interest
    (1,408,095 )                        
Present value of net minimum lease payments
  $ 2,527,036                          
 
 
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
 (Expressed in U.S. dollars)
(UNAUDITED)

NOTE 19 – CAPITAL COMMITMENT AND OPERATING LEASE COMMITMENTS – Continued

Rental expenses related to operating leases of the Company amounted to $259,196 and $267,281, which were charged to the condensed consolidated statements of income for the three months ended September 30, 2016 and 2015, respectively. Rental expenses related to operating leases of the Company amounted to $783,820 and $810,983, which were charged to the income statements for the nine months ended September 30, 2016 and 2015, respectively.
 
 

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. These risks, uncertainties and other factors include, without limitation, those matters discussed in Item 1A of Part I of our 2015 Form 10-K.  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.  The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing in our 2015 Form 10-K and Item 1A, “Risk Factors” for the year ended December 31, 2015.

Overview
 
Gulf Resources conducts operations through its four wholly-owned China-based subsidiaries, SCHC, SYCI, SCRC and DCHC. Our business is also reported in three segments, Bromine and Crude Salt, Chemical Products, and Natural Gas.
 
Through SCHC, we produce and sell 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 brominated compounds used in industry and agriculture. Bromine is commonly used in brominated flame retardants, fumigants, water purification compounds, dyes, medicines, and disinfectants.
 
Through SYCI, we manufacture and sell chemical products that are used in oil and gas field exploration, oil and gas distribution, oil field drilling, wastewater processing, papermaking chemical agents and inorganic chemicals.
 
Through SCRC, we manufacture and sell chemical products that are used for human and animal antibiotics.

Through DCHC, we manufacture and sell natural gas.

Our Corporate History
     
We were incorporated in Delaware on February 28, 1989. From November 1993 through August 2006, we were engaged in the business of owning, leasing and operating coin and debit card pay-per copy photocopy machines, fax machines, microfilm reader-printers and accessory equipment under the name “Diversifax, Inc.”. Due to the increased use of internet services, demand for our services declined sharply, and in August 2006, our Board of Directors decided to discontinue our operations.
 
Upper Class Group Limited, incorporated in the British Virgin Islands in July 2006, acquired all the outstanding stock of SCHC, a company incorporated in Shouguang City, Shandong Province, PRC, in May 2005. At the time of the acquisition, members of the family of Mr. Ming Yang, our president and former chief executive officer, owned approximately 63.20% of the outstanding shares of Upper Class Group Limited. Since the ownership of Upper Class Group Limited and SCHC was then substantially the same, the acquisition was accounted for as a transaction between entities under common control, whereby Upper Class Group Limited recognized the assets and liabilities transferred at their carrying amounts.

On December 12, 2006, our company, then known as Diversifax, Inc., a public “shell” company, acquired Upper Class Group Limited and SCHC. Under the terms of the agreement, the stockholders of Upper Class Group Limited received 13,250,000 (restated for the 2-for-1 stock split in 2007 and the 1-for-4 stock split in 2009) shares of voting common stock of Gulf Resources, Inc. in exchange for all outstanding shares of Upper Class Group Limited. Members of the Yang family received approximately 62% of our common stock as a result of the acquisition.  Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by Upper Class Group Limited for the net assets of Gulf Resources, Inc., accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange is identical to that resulting from a reverse acquisition, except no goodwill is recorded. Under reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, Gulf Resources, Inc., are those of the legal acquiree, Upper Class Group Limited. Share and per share amounts stated have been retroactively adjusted to reflect the share exchange. On February 20, 2007, we changed our corporate name to Gulf Resources, Inc.
 
   
On February 5, 2007, we acquired SYCI, a company incorporated in PRC, in October 2000. Under the terms of the acquisition agreement, the stockholders of SYCI received a total of 8,094,059 (restated for the 2-for-1 stock split in 2007 and the 1-for-4 stock split in 2009) shares of common stock of Gulf Resources, Inc. in exchange for all outstanding shares of SYCI's common stock. Simultaneously with the completion of the acquisition, a dividend of $2,550,000 was paid to the former stockholders of SYCI. At the time of the acquisition, approximately 49.1% of the outstanding shares of SYCI were owned by Ms. Yu, Mr. Yang’s wife, and the remaining 50.9% of the outstanding shares of SYCI were owned by SCHC, all of whose outstanding shares were owned by Mr. Yang and his wife. Since the ownership of Gulf Resources, Inc. and SYCI are substantially the same, the acquisition was accounted for as a transaction between entities under common control, whereby Gulf Resources, Inc. recognized the assets and liabilities of SYCI at their carrying amounts. Share and per share amounts have been retroactively adjusted to reflect the acquisition.

To satisfy certain ministerial requirements necessary to confirm certain government approvals required in connection with the acquisition of SCHC by Upper Class Group Limited, all of the equity interest of SCHC were transferred to a newly formed Hong Kong corporation named Hong Kong Jiaxing Industrial Limited (“Hong Kong Jiaxing”) all of the outstanding shares of which are owned by Upper Class Group Limited. The transfer of all of the equity interest of SCHC to Hong Kong Jiaxing received approval from the local State Administration of Industry and Commerce on December 10, 2007.

As a result of the transactions described above, our corporate structure is linear. That is Gulf Resources owns 100% of the outstanding shares of Upper Class Group Limited, which owns 100% of the outstanding shares of Hong Kong Jiaxing, which owns 100% of the outstanding shares of SCHC, which owns 100% of the outstanding shares of SYCI.

On October 12, 2009 we completed a 1-for-4 reverse stock split of our common stock, such that for each four 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. On October 27, 2009 our shares began trading on the NASDAQ Global Select Market under the ticker symbol “GFRE” and on June 30, 2011 we changed our ticker symbol to “GURE” to better reflect of our corporate name.

On January 12, 2015, Gulf Resources, Inc. (the “Company” or “Gulf”) and Shouguang City Haoyuan Chemical Company Limited, a wholly owned subsidiary of the Company (“SCHC”), entered into an Equity Interest Transfer Agreement (the “Agreement”) with SCRC.

On February 4, 2015 the Company closed the transactions contemplated by the Agreement between the Company, SCHC and SCRC.

On the Closing Date, the Company issued 7,268,011shares of its common stock, par value $0.0005 per share (the “Shares”), at the closing market price of $1.84 per Share on the Closing Date to the four former equity owners of SCRC .The issuance of the Shares was exempt from registration pursuant to Regulation S of the Securities Act of 1933, as amended. On the Closing Date, the Company entered into a lock-up agreement with the four former equity owners of SCRC. In accordance with the terms of the lock-up agreement, the shareholders have agreed not to sell or transfer the Shares for five years from the date the stock certificates evidencing the Shares are issued.

The sellers of SCRC agreed as part of the purchase price to accept 7,268,011 shares of Gulf Resources stock, based on a valuation of $2.00, which was a 73% premium to the price on the day the agreement was reached. For accounting purposes, these shares are now being valued at $1.84, which was the closing price of Gulf Resources' stock on the day of the closing of the agreement. The price difference between the original $2.00 and the current $1.84 is solely for accounting purposes. There has been no change in the number of shares issued.

On November 24, 2015, Gulf Resources, Inc., a Delaware corporation consummated a merger with and into its wholly-owned subsidiary, Gulf Resources, Inc., a Nevada corporation. As a result of the reincorporation, the Company is now a Nevada corporation.

On December 15, 2015, the Company registered a new subsidiary in the Sichuan Province of the PRC named Daying County Haoyuan Chemical Company Limited (“DCHC”) with registered Capital of RMB50,000,000, and there has been RMB11,111,216 capital contributed by SCHC as of September 30, 2016. DCHC was established to further explore and develop natural gas and brine resources (including bromine and crude salt) in China.

On August 30, 2016, Gulf Resources announced its intention to merge Yuxin and Rongyuan. As of September 30, 2016, the legal elements of this merger had not been completed. As a result, these two businesses are still being reported as independent entities. 
 

 
Our current corporate structure chart is set forth in the following diagram:
 
 
As a result of our acquisitions of SCHC, SYCI, SCRC and newly formed DCHC, our historical financial statements and the information presented below reflects the accounts of SCHC, SYCI, SCRC and DCHC. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.
 
 
RESULTS OF OPERATIONS
 
The following table presents certain information derived from the consolidated statements of operations, cash flows and stockholders equity for the three-month and nine-month periods ended September 30, 2016 and 2015. 

Comparison of the Three-Month Period Ended September 30, 2016 and 2015

   
Three-Month
Period Ended
September 30, 2016
   
Three-Month
Period Ended
September 30, 2015
   
Percent Change
Increase/
(Decrease)
 
Net revenue
  $ 38,811,622     $ 42,601,598       (9 %)
Cost of net revenue
  $ (23,107,921 )   $ (27,000,576 )     (14 %)
Gross profit
  $ 15,703,701     $ 15,601,022       1 %
Sales, marketing and other operating expenses
  $ (83,087 )   $ (91,919 )     (10 %)
Research and development costs
  $ (68,115 )   $ (69,403 )     (2 %)
Write-off/Impairment on property, plant and equipment
  $ (90,395 )   $ (819,701 )     (89 %)
General and administrative expenses
  $ (1,613,933 )   $ (831,955 )     94 %
Other operating income
  $ 108,029     $ 115,114       (6 %)
Income from operations
  $ 13,956,200     $ 13,903,158       -  
Other income, net
  $ 78,042     $ 66,636       17 %
Income before taxes
  $ 14,034,242     $ 13,969,794       -  
Income taxes
  $ (3,518,529 )   $ (3,290,372 )     7 %
Net income
  $ 10,515,713     $ 10,679,422       (2 %)

Net revenue.   The table below shows the changes in net revenue in the respective segment of the Company for the three-month period ended September, 2016 compared to the same period in 2015:
 
   
Net Revenue by Segment
   
   
Three-Month Period Ended
 
Three-Month Period Ended
 
Percent change
Increase/
(Decrease)
   
September 30, 2016
 
September 30, 2015
 
of Net Revenue
Segment
       
% of total
       
% of total
     
Bromine
 
$
15,971,847
     
41
%
 
$
14,940,666
     
35
%
   
7
%
Crude Salt
 
$
2,310,799
     
6
%
 
$
3,032,201
     
7
%
   
(24
%)
Chemical Products
 
$
20,528,975
     
53
%
 
$
24,628,731
     
58
%
   
(17
%)
Total sales
 
$
38,811,621
     
100
%
 
$
42,601,598
     
100
%
   
(9
%)

Bromine and crude salt segments 
 
Three-Month Period Ended
   
Percentage Change
product sold in tonnes
 
September 30, 2016
 
September 30, 2015
 
(Decrease)
Bromine (excluded volume sold to SYCI and SCRC after acquisition in January 2015)
   
4,511
     
4,726
     
(5
%)
Crude Salt
   
82,547
     
91,165
     
(9
%)
 
   
Three-Month Period Ended
   
Percentage Change
Chemical products segment sold in tonnes
 
September 30, 2016
 
September 30, 2015
 
Increase/(Decrease)
Oil and gas exploration additives
   
2,914
     
3,748
     
(22
%)
Paper manufacturing additives
   
835
     
1,127
     
(26
%)
Pesticides manufacturing additives
   
606
     
824
     
(26
%)
Pharmaceutical intermediates
   
388
     
379
     
2
%
By products
   
3,045
     
3,368
     
(10
%)
Overall
   
7,788
     
9,446
     
(18
%)
 
 
Bromine segment

The table below shows the changes in the average selling price and changes in the sales volume of bromine for three-month period ended September 30, 2016 from the same period in 2015.

   
Three-Month Period
Ended September 30,
Increase in net revenue of bromine as a result of:
 
2016 vs. 2015
Increase in average selling price
 
$
1,751,461
 
Decrease in sales volume
 
$
(720,280
)
Total effect on net revenue of bromine
 
$
1,031,181
 

The increase in net revenue from our bromine segment was mainly due to the increase in the selling price. The selling price of bromine increased from $3,162 per tonne for the three-month period ended September 30, 2015 to $3,541 per tonne for the same period in 2016, an increase of 12%.

The sales volume of bromine decreased from 4,726 tonnes for the three-month period ended September 30, 2015 to 4,511 tonnes for the same period in 2016, a decrease of 5%. The major reason for the decrease in the sales volume of bromine was mainly due to the slowdown in the Chinese economy and the financial tightening, which has affected our customers’ industries.

Crude salt segment

 
The table below shows the changes in the average selling price and changes in the sales volume of crude salt for three-month period ended September 30, 2016 from the same period in 2015.

 
   
Three-Month Period
Ended September 30,
Decrease in net revenue of crude salt as a result of:
 
2016 vs. 2015
Dcrease in average selling price
 
$
(457,446
)
Decrease in sales volume
 
$
(263,956
)
Total effect on net revenue of crude salt
 
$
(721,402
)

The decrease in net revenue from our crude salt segment was due to the decrease in both the sales volume and selling price of crude salt. The sales volume of crude salt decreased by 9% from 91,165 tonnes for the three-month period ended September 30, 2015 to 82,547 tonnes for the same period in 2016. The average selling price of crude salt decreased from $33.26 per tonne for the three-month period ended September 30, 2015 to $27.99 per tonne for the same period in 2016, a decrease of 16%. The major reason for the decrease in the sales volume of crude salt was mainly due to the slowdown in the Chinese economy and the financial tightening, which has affected our customers’ industries.
 
Chemical products segment
 
   
Product Mix of Chemical Products Segment
 
Percent
   
Three-Month Period Ended
 
Three-Month Period Ended
 
Change of
   
September 30, 2016
 
September 30, 2015
 
Net Revenue
Chemical Products
       
% of total
       
% of total
     
Oil and gas exploration additives
 
$
5,362,309
     
26
%
 
$
7,271,644
     
30
%
   
(26
%)
Paper manufacturing additives
 
$
930,262
     
4
%
 
$
1,381,212
     
6
%
   
(33
%)
Pesticides manufacturing additives
 
$
3,010,391
     
15
%
 
$
4,145,946
     
17
%
   
(27
%)
Pharmaceutical intermediates
 
$
7,586,616
     
37
%
 
$
7,764,120
     
31
%
   
(2
%)
By products
 
$
3,639,397
     
18
%
 
$
4,065,809
     
16
%
   
(10
%)
Total sales
 
$
20,528,975
     
100
%
 
$
24,628,731
     
100
%
   
(17
%)

Net revenue from our chemical products segment decreased from $24,628,731 for the three-month period ended September 30, 2015 to $20,528,975 for the same period in 2016, a decrease of approximately 17%. This decrease was primarily attributable to the decreased sales volume of all our chemical products except pharmaceutical intermediates segment and all selling price of our chemical products. Net revenue from our oil and gas exploration chemicals contributed $5,362,309 (or 26%) and $7,271,644 (or 30%) of our chemical segment revenue for the three-month periods ended September 30, 2016 and 2015, respectively, with a decrease of $1,909,335, or 26%. Net revenue from our paper manufacturing additives decreased from $1,381,212 for the three-month period ended September 30, 2015 to $930,262 for the same period in 2016, a decrease of approximately 33%. Net revenue from our pesticides manufacturing additives decreased from $4,145,946 for the three-month period ended September 30, 2015 to $3,010,391 for the same period in 2016, a decrease of approximately 27%. Net revenue from our pharmaceutical intermediates decreased from $7,764,120 for the three-month period ended September 30, 2015 to $7,586,616 for the same period in 2016, a decrease of approximately 2%.Net revenue from our by products decreased from $4,065,809 for the three-month period ended September 30, 2015 to $3,639,397 for the same period in 2016, a decrease of approximately 10%.  

The table below shows the changes in the average selling price and changes in the sales volume of the following major chemical products for the three-month period ended September 30, 2016 from the same period in 2015.

Decrease in net revenue,
for the three-month period ended
September 30, 2016 vs. 2015, as a result of:
 
Oil and gas exploration additives
 
Paper manufacturing additives
 
Pesticides manufacturing additives
 
Total
Decrease in average selling price
 
$
(332,939
) 
 
$
(109,361
) 
 
$
(45,650
)
 
$
(487,950
)
Decrease in sales volume
 
$
(1,576,397
)
 
$
(341,589
)
 
$
(1,089,905
) 
 
$
(3,007,891
)
Total effect on net revenue of chemical products
 
$
(1,909,336
)
 
$
(450,950
)
 
$
(1,135,555
)
 
 
$
(3,495,841
)

The table below shows the changes in the average selling price and changes in the sales volume of following major chemical products for the three-month period ended September 30, 2016 from the same period in 2015.
 
Decrease in net revenue,
for the three-month period ended
September 30, 2016 vs. 2015, as a result of:
 
Pharmaceutical intermediates
 
By products
 
Total
Decrease in average selling price
 
$
(357,679
) 
 
$
(38,113
)
 
 
$
(395,792
)
Increase/(Decrease) in sales volume
 
$
180,175
   
$
(388,298
) 
 
$
(208,123
)
Total effect on net revenue of chemical products
 
$
(177,504
)
 
$
(426,411
)
 
 
$
(603,915
)
 
 
Cost of Net Revenue.
 
   
Cost of Net Revenue by Segment
 
% Change
   
Three-Month Period Ended
 
Three-Month Period Ended
 
of Cost of
   
September 30, 2016
 
September 30, 2015
 
Net Revenue
Segment
       
% of total
       
% of total
     
Bromine
 
$
7,106,210
     
31
%
 
$
9,088,078
     
34
%
   
(22
%)
Crude Salt
 
$
2,498,817
     
11
%
 
$
2,268,976
     
8
%
   
10
%
Chemical Products
 
$
13,502,894
     
58
%
 
$
15,643,522
     
58
%
   
(14
%)
Total
 
$
23,107,921
     
100
%
 
$
27,000,576
     
100
%
   
(14
%)
 
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. Our cost of net revenue was $23,107,921 for the three-month period ended September 30, 2016, a decrease of $3,892,655 (or 14%) as compared to the same period in 2015. This decrease was primarily attributable to the decrease volume of products sold due to the slowdown in the Chinese economy and the financial tightening, which has affected our customers’ industries.

 
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 September 30, 2015
    47,347       49 %
Three-month period ended September 30, 2016
    47,347       46 %
Variance of the three-month period ended September 30, 2016 and 2015
    -       (3 % )

(i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the period divided by the annual production capacity in tonnes. The product produce below reflect the annualized production.
 
Our utilization ratio decreased by 3% for the three-month period ended September 30, 2016 as compared with the same period in 2015.
 

 
Bromine segment

For the three-month period ended September 30, 2016, the cost of net revenue for the bromine segment was $7,106,210, a decrease of $1,981,868 or 22% over the same period in 2015. The major components of the costs of net revenue for the bromine segment were the cost of raw materials and finished goods consumed of $2,150,607 (or 30%), depreciation and amortization of manufacturing plant and machinery of $3,012,969 (or 42%) and electricity of $738,926 (or 10%) for the three-month period ended September 30, 2016. For the three-month period ended September 30, 2015, the major components of the cost of net revenue were the cost of raw materials and finished goods consumed of $3,437,804 (or 38%), depreciation and amortization of manufacturing plant and machinery of $3,850,984 (or 42%) and electricity of $804,731 (or 9%). The cost structure changed as compared with the same period in 2016 where the contribution from the cost of raw materials and finished goods consumed in relation to the total cost of net revenue decreased by 8%.The decrease in net cost of net revenue was mainly attributable to the decreased volume of products sold and decrease in purchase cost of raw material.
 
The table below represents the major production cost component of bromine per tonne for respective periods:

Per tonne production cost
 
Three-Month Period Ended
 
Three-Month Period Ended
   
component of bromine segment
 
September 30, 2016
 
September 30, 2015
 
% Change
       
% of total
     
% of total
     
Raw materials
 
$
819
     
46
%
 
$
1,055
     
51
%
   
(22
%)
Depreciation and amortization
 
$
593
     
33
%
 
$
704
     
34
%
   
(16
%)
Electricity
 
$
146
     
8
%
 
$
147
     
7
%
   
(1
%)
Others
 
$
237
     
13
%
 
$
183
     
8
%
   
30
%
Production cost of bromine per tonne
 
$
1,795
     
100
%
 
$
2,089
     
100
%
   
(14
%)
 
Our production cost of bromine per tonne was $1,795 for the three-month period ended September 30, 2016, a decrease of 14% (or $294) as compared to the same period in 2015.

 
Crude salt segment
The cost of net revenue for our crude salt segment for the three-month period ended September 30, 2016 was $2,498,817, representing an increase of $229,841, or 10%, compared to $2,268,976 for the same period in 2015. The increase in cost was mainly due to the increase in depreciation and amortization of manufacturing plant and machinery due to the enhancement projects carried out for our transmission channels and ducts which commenced in August 2015 and was completed in September 2015.The significant cost components for the three-month period ended September 30, 2016 were depreciation and amortization of $1,751,438 (or 70%), resource taxes calculated based on crude salt sold of $247,707 (or 10%) and electricity of $183,842 (or 7%). The significant cost components for the three-month period ended September 30, 2015 were depreciation and amortization of $1,555,701 (or 69%), resource taxes calculated based on crude salt sold of $291,510 (or 13%) and electricity of $187,909 (or 8%). The table below represents the major production cost component of crude salt per ton for respective periods:
 
Per tonne production cost
 
Three-Month Period Ended
 
Three-Month Period Ended
       
component of crude salt segment
 
September 30, 2016
 
September 30, 2015
   
% Change
 
       
% of total
     
% of total
       
Depreciation and amortization
  $ 21.2       70 %   $ 17.1       67 %     24 %
Resource tax
  $ 3.0       10 %   $ 3.2       12 %     (6 %)
Electricity
  $ 2.3       7 %   $ 2.0       9 %     15 %
Others
  $ 3.8       13 %   $ 2.6       12 %     46 %
Production cost of crude salt per tonne
  $ 30.3       100 %   $ 24.9       100 %     22 %
 
 
Chemical products segment
Cost of net revenue for our chemical products segment for the three-month period ended September 30, 2016, was $13,502,894, representing a decrease of $2,140,628 or 14% over the same period in 2015. This decrease was primarily attributable to the decrease in sales volume of all our chemical products except pharmaceutical intermediates products.

Gross Profit. Gross profit was $15,703,701, or 40%, of net revenue for three-month period ended September 30, 2016 compared to $15,601,022, or 37%, of net revenue for the same period in 2015.
 
   
Gross Profit (Loss) by Segment
 
Percent Change
   
Three-Month Period Ended
 
Three-Month Period Ended
 
of Gross
   
September 30, 2016
 
September 30, 2015
 
Profit Margin
Segment
       
Gross Profit (Loss) Margin
       
Gross Profit Margin
     
Bromine
  $ 8,865,637       56 %   $ 5,852,588       39 %     17 %
Crude Salt
  $ (188,018 )     (8 %)   $ 763,225       25 %     (33 %)
Chemical Products
  $ 7,026,082       34 %   $ 8,985,209       36 %     (2 %)
Total Gross Profit
  $ 15,703,701       40 %   $ 15,601,022       37 %     3 %

Bromine segment
For the three-month period ended September 30, 2016, the gross profit margin for our bromine segment was 56% compared to 39% for the same period in 2015. This 17% increase is mainly due to the selling price of bromine increased from $3,162 per tonne for the three-month period ended September 30, 2015 to $3,541 per tonne for the same period in 2016, an increase of 12%.

Crude salt segment
For the three-month period ended September 30, 2016 the gross profit (loss) margin for our crude salt segment was (8%) compared to 25% for the same period in 2015. This 33% decrease in our gross (loss) profit margin is mainly attributable to the selling price decreased from $33.26 per tonne for the three-month period ended September 30, 2015 to $27.99 per tonne for the same period in 2016, a decrease of 16%, which was offset by the increase in depreciation and amortization of manufacturing plant and machinery as mentioned in cost of net revenue of crude salt.
 

 
Chemical products segment
The gross profit margin for our chemical products segment for the three-month period ended September 30, 2016 was 34% compared to 36% for the same period in 2015. This decrease was primarily attributable to the decreased selling price of our chemical products.

Research and Development Costs. The total research and development costs incurred for the three-month period ended September 30, 2016 and 2015 were $68,115 and $69,403, respectively, a decrease of 2%. Research and development costs for the three-month period ended September 30, 2016 and 2015 represented raw materials used by SYCI and SCRC for testing the manufacturing routine.

Write-off/Impairment on property, plant and equipment. Write-offs on property, plant and equipment for the three-month period ended September 30, 2016 and 2015 were $90,395 and $819,701, respectively, a decrease of 89%. Write-offs on property, plant and equipment of $90,395 for the three-month period ended September 30, 2016 represented the write-offs of certain protective shells to transmission pipelines and ducts replaced that started in August 2016 and completed in September 2016. Write-offs of property, plant and equipment of $819,701 for the three-month period ended September 30, 2015 represented the write-offs of (i) certain protective shells to transmission pipelines and ducts replaced of $753,025 during the fourth phase enhancement project that started in August 2015 and completed in September 2015; and (ii) certain machinery and equipment replaced during the enhancement work to our bromine production facilities in Factory No. 11 of $66,676.

General and Administrative Expenses. General and administrative expenses were $1,613,933 for the three-month period ended September 30, 2016, an increase of $781,978 (or 94%) as compared to $831,955 for the same period in 2015. This increase in general and administrative expenses was primarily due to the lower unrealized exchange gain of $181,030 in relation to the translation of current portion of inter-company balance owing in RMB for the three-month period ended September 30, 2016, as compared to the unrealized exchange gain for the same period in 2015 in the amount of $1,061,721.

Other Operating Income. Other operating income was $108,029 for the three-month period ended September 30, 2016, a decrease of $7,085(or 6%) as compared to $115,114 for the same period in 2015 for sales of wastewater. Wastewater is generated from the production of bromine and eventually becomes crude salt when it evaporates. Not all of our bromine production plants have sufficient area on the property to allow for evaporation of wastewater to produce crude salt. Certain of our customers who have facilities located adjacent to our bromine production plants have agreed to allow us to channel our wastewater into brine pans on their properties for evaporation. These customers then are able to sell the resulting crude salt themselves. We signed agreements with four of our customers to sell them our wastewater at market prices.

Income from Operations. Income from operations was $13,956,200 for the three-month period ended September 30, 2016 (or 36% of net revenue), an increase of $53,042, or approximately 0.4%, over the income from operations for the same period in 2015.

   
Income by Segment
 
   
Three-Month Period Ended
September 30, 2016
   
Three-Month Period Ended
September 30, 2015
 
Segment:
       
% of total
         
% of total
 
Bromine
  $ 7,898,302       57 %   $ 4,307,709       33 %
Crude Salt
    (382,917 )      (3 %)     351,251       3 %
Chemical Products
    6,442,708       46 %     8,393,184       64 %
Natural Gas
    (2,476 )     -       -       -  
Income from operations before corporate costs
    13,955,617       100 %     13,052,144       100 %
Corporate costs
    (180,447 )             (210,707 )        
Unrealized translation difference
    181,030               1,061,721 )        
Income from operations
  $ 13,956,200             $ 13,903,158          
 
 
Bromine segment
Income from operations from our bromine segment was $7,898,302 for the three-month period ended September 30, 2016, an increase of $3,590,593 (or approximately 83%) compared to the same period in 2015. This increase resulted primarily from the higher selling price of bromine in the three-month period ended September 30, 2016 compared to the same period in 2015.

Crude salt segment

Loss from operations from our crude salt segment was $382,917 for the three-month period ended September 30, 2016, compared to an income of $351,251 in the same period in 2015. This loss resulted from the decrease in selling price and sales volume of crude salt.

Chemical products segment
Income from operations from our chemical products segment was $6,442,708 for the three-month period ended September 30, 2016, a decrease of $1,950,476 (or approximately 23%) compared to the same period in 2015. This decrease was primarily attributable to the decrease in sales volume of all of our chemical products except pharmaceutical intermediates products and the decrease in selling price of our chemical products.

Other Income. Net Other income, net of $78,042 represented bank interest income, net of capital lease interest expense for the three -month period ended September 30, 2016, an increase of $11,406 (or approximately 17%) as compared to the same period in 2015.

Net Income. Net income was $10,515,713 for the three-month period ended September 30, 2016, a decrease of $163,709 (or approximately 2%) compared to the same period in 2015. This decrease was primarily attributable to the decrease in sales volume of all our product except pharmaceutical intermediates products, which was offset by the increased bromine price and the increased general and administrative expense incurred for the three-month period ended September 30, 2016 compared with the same period in 2015.

Effective Tax Rate. Our effective tax rate for the three-month period ended September 30, 2016 and 2015 was 25% and 24%, respectively. The effective tax rate of 25% for the three-month period ended September 30, 2016 consistent with the PRC statutory income tax rate. The effective tax rate of 24% for the three-month period ended September 30, 2015 differs from the PRC statutory income tax rate of 25% mainly due to non-taxable item in connection with the unrealized exchange gain for the Company (contributed 1% gap).

Comparison of the Nine-Month Period Ended September 30, 2016 and 2015

   
Nine-Month
Period Ended
September 30, 2016
   
Nine-Month
Period Ended
September 30, 2015
   
% Change
 
Net revenue
  $ 120,907,839     $ 126,862,497       (5 %)
Cost of net revenue
  $ (76,184,822 )   $ (84,761,554 )     (10 %)
Gross profit
  $ 44,723,017     $ 42,100,943       6 %
Sales, marketing and other operating expenses
  $ (269,357 )   $ (294,095 )     (8 %)
Research and development costs
  $ (198,330 )   $ (181,108 )     10 %
Exploration cost
  $ -       (325,840 )     (100 %)
Write-off/Impairment on property, plant and equipment
  $ (90,395 )   $ (819,701 )     (89 %)
General and administrative expenses
  $ (4,539,845 )   $ (5,247,318 )     (13 %)
Other operating income
  $ 328,550     $ 342,317       (4 %)
Income from operations
  $ 39,953,640     $ 35,575,198       12 %
Other income, net
  $ 222,678     $ 199,913       11 %
Income before taxes
  $ 40,176,318     $ 35,775,111       12 %
Income taxes
  $ (9,996,622 )   $ (9,005,158 )     11 %
Net income
  $ 30,179,696     $ 26,769,953       13 %
 
 
Net revenue.  The table below shows the changes in net revenue in the respective segment of the Company for the nine-month period ended September, 2016 compared to the same period in 2015:

   
Net Revenue by Segment
     
   
Nine-Month Period Ended
 
Nine-Month Period Ended
 
Percent change Increase/(Decrease)
 
   
September 30, 2016
 
September 30, 2015
 
of Net Revenue
 
Segment
       
% of total
       
% of total
     
Bromine
  $ 47,621,980       40 %   $ 41,066,776       32 %     16 %
Crude Salt
  $ 6,383,095       5 %   $ 7,905,274       6 %     (19 %)
Chemical Products
  $ 66,902,764       55 %   $ 77,890,447       62 %     (14 %)
Total sales
  $ 120,907,839       100 %   $ 126,862,497       100 %     (5 %)

Bromine and crude salt segments 
 
Nine-Month Period Ended
   
Percentage Change
product sold in tonnes
 
September 30, 2016
 
September 30, 2015
 
(Decrease)
Bromine (excluded volume sold to SYCI and SCRC after acquisition in January 2015)
    12,552       13,148       (5 %)
Crude Salt
    222,124       244,367       (9 %)
 
   
Nine-Month Period Ended
   
Percentage Change
 
Chemical products segment sold in tonnes
 
September 30, 2016
   
September 30, 2015
   
(Decrease)
 
Oil and gas exploration additives
    8,461       11,122       (24 %)
Paper manufacturing additives
    2,435       3,217       (24 %)
Pesticides manufacturing additives
    1,760       2,438       (28 %)
Pharmaceutical intermediates
    1,225       1,231       (0.5 %)
By products
    9,324       9,514       (2 %)
Overall
    23,205       27,522       (16 %)

Bromine segment
The increase in net revenue from our bromine segment was mainly due to the increase in the selling price of bromine. The selling price of bromine increased from $3,124 per tonne for the nine-month period ended September 30, 2015 to $3,794 per tonne for the same period in 2016, an increase of 21%.

The sales volume of bromine decreased from 13,148 tonnes for the nine-month period ended September 30, 2015 to 12,552 tonnes for the same period in 2016, a decrease of 5%. The major reason for the decrease in the sales volume of bromine was mainly due to the slowdown in the Chinese economy and the financial tightening, which has affected our customers’ industries.
 
   
Nine-Month Period
Ended September 30,
Increase in net revenue of bromine as a result of:
 
2016 vs. 2015
Increase in average selling price
 
$
8,615,177
 
Decrease in sales volume
 
$
(2,059,973
)
Total effect on net revenue of bromine
 
$
6,555,204
 
 
 
Crude salt segment

The decrease in net revenue from our crude salt segment was due to the decrease in both the sales volume and selling price of crude salt. The sales volume of crude salt decreased by 9% from 244,367 tonnes for the nine-month period ended September 30, 2015 to 222,124 tonnes for the same period in 2016. The average selling price of crude salt decreased from $32.35 per tonne for the nine-month period ended September 30, 2015 to $28.74 per tonne for the same period in 2016, a decrease of 11%. The major reason for the decrease in the sales volume and selling price of crude salt was mainly due to the slowdown in the Chinese economy and the financial tightening, which has affected our customers’ industries.

The table below shows the changes in the average selling price and changes in the sales volume of crude salt for nine-month period ended September 30, 2016 from the same period in 2015.

   
Nine-Month Period
Ended September 30,
Decrease in net revenue of crude salt as a result of:
 
2016 vs. 2015
Decrease in average selling price
 
$
(842,798
)
Decrease in sales volume
 
$
(679,381
) 
Total effect on net revenue of crude salt
 
$
(1,522,179
)
 
Chemical products segment

   
Product Mix of Chemical Products Segment
 
Percent
 
   
Nine-Month Period Ended
 
Nine-Month Period Ended
 
Change of
 
   
September 30, 2016
 
September 30, 2015
 
Net Revenue
 
Chemical Products
       
% of total
       
% of total
     
Oil and gas exploration additives
  $ 16,125,700       24 %   $ 21,484,864       27 %     (25 %)
Paper manufacturing additives
  $ 2,799,108       4 %   $ 3,839,123       5 %     (27 %)
Pesticides manufacturing additives
  $ 9,062,903       14 %   $ 12,148,198       16 %     (25 %)
Pharmaceutical intermediates
  $ 27,370,395       41 %   $ 28,882,132       37 %     (5 %)
By products
  $ 11,544,658       17 %   $ 11,536,130       15 %     0.1 %
Total sales
  $ 66,902,764       100 %   $ 77,890,447       100 %     (14 %)

Net revenue from our chemical products segment decreased from $77,890,447 for the nine-month period ended September 30, 2015 to $66,902,764 for the same period in 2016, a decrease of approximately 14%. This decrease was primarily attributable to the decreased sales volume of all our chemical products. Net revenue from our oil and gas exploration chemicals contributed $16,125,700 (or 24%) and $21,484,864 (or 27%) of our chemical segment revenue for the nine-month period ended September 30, 2016 and 2015, respectively, with a decrease of $5,359,164, or 25%. Net revenue from our paper manufacturing additives decreased from $3,839,123 for the nine-month period ended September 30, 2015 to $2,799,108 for the same period in 2016, a decrease of approximately 27%. Net revenue from our pesticides manufacturing additives decreased from $12,148,198 for the nine-month period ended September 30, 2015 to $9,062,903 for the same period in 2016, a decrease of approximately 25%. Net revenue from our pharmaceutical intermediates decreased from $28,882,132 for the nine-month period ended September 30, 2015 to $27,370,395 for the same period in 2016, a decrease of approximately 5%. Net revenue from our by products increased from $11,536,130 for the nine-month period ended September 30, 2015 to $11,544,658 for the same period in 2016, an increase of approximately 0.1%.  
 
 
The table below shows the changes in the average selling price and changes in the sales volume of major chemical products of SYCI for the nine-month period ended September 30, 2016 from the same period in 2015.
 
Decrease in net revenue,
for the nine-month period ended September 30,
2016 vs. 2015, as a result of:
 
Oil and gas exploration additives
 
Paper manufacturing additives
 
Pesticides manufacturing additives
 
Total
Increase/(Decease) in average selling price
 
$
(253,197
)
 
$
(123,936
)
 
$
349,530
   
$
(27,603
)
Decrease in sales volume
 
$
(5,105,967
)
 
$
(916,081
)
 
$
(3,434,826
)
 
$
(9,456,874
)
Total effect on net revenue of chemical products
 
$
(5,359,164
)
 
$
(1,040,017
)
 
$
(3,085,296
)
 
$
(9,484,477
)

The table below shows the changes in the average selling price and changes in the sales volume of the following major chemical products for the nine-month period ended September 30, 2016 from the same period in 2015 (only eight months were included since we acquired SCRC in January 2015).
 
Increase/(Decrease) in net revenue,
for the nine-month period ended September 30,
2016 vs. 2015, as a result of:
 
Pharmaceutical intermediates
 
By products
 
Total
Increase /(Decrease)in average selling price
 
$
(1,374,320
) 
 
$
241,034
   
$
(1,133,286
)
Decrease in sales volume
 
$
(137,416
)
 
$
(232,505
)
 
$
(369,921
)
Total effect on net revenue of chemical products
 
$
(1,511,736
)
 
$
8,529
   
$
(1,503,207
)
 
The table below shows the changes in the average selling price and changes in the sales volume of the following major chemical products for the nine-month period ended September 30, 2016 from the same period in 2015 (nine months were included).
 
Decrease in net revenue,
for the nine-month period ended September 30,
2016 vs. 2015, as a result of:
 
Pharmaceutical intermediates
 
By products
 
Total
Increase /(Decrease)in average selling price
 
$
(1,476,698
) 
 
$
276,959
   
$
(1,199,739
)
Decrease in sales volume
 
$
(4,625,801
)
 
$
(1,721,845
) 
 
$
(6,347,646
)
Total effect on net revenue of chemical products
 
$
(6,102,499
)
 
$
(1,444,886
)
 
$
(7,547,385
)
 
Cost of Net Revenue.
 
   
Cost of Net Revenue by Segment
 
% Change
   
Nine-Month Period Ended
 
Nine-Month Period Ended
 
of Cost of
   
September 30, 2016
 
September 30, 2015
 
Net Revenue
Segment
       
% of total
       
% of total
   
Bromine
  $ 25,591,482       34 %   $ 28,257,737       33 %     (9 %)
Crude Salt
  $ 6,119,665       8 %   $ 6,586,716       8 %     (7 %)
Chemical Products
  $ 44,473,675       58 %   $ 49,917,101       59 %     (11 %)
Total
  $ 76,184,822       100 %   $ 84,761,554       100 %     (10 %)

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. Our cost of net revenue was $76,184,822 for nine-month period ended September 30, 2016, a decrease of $8,576,732 (or 10%) over the same period in 2015. This decrease was primarily attributable to the decrease volume of products sold due to the slowdown in the Chinese economy and the financial tightening, which has affected our customers’ industries.
 
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)
Nine-month period ended September 30, 2015
   
47,347
     
43%
 
Nine-month period ended September 30, 2016
   
47,347
     
40%
 
Variance of the nine-month period ended September 30, 2016 and 2015
   
-
     
(3%
)

(i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the period divided by the annual production capacity in tonnes. The product produce below reflect the annualized production.
 
Our utilization ratio decreased by 3% for the nine-month period ended September 30, 2016 as compared with the same period in 2015.
 
 
Bromine segment
For the nine-month period ended September 30, 2016, the cost of net revenue for the bromine segment was $25,591,482, a decrease of $2,666,255 or 9% over the same period in 2015. The major components of the costs of net revenue for the bromine segment were the cost of raw materials and finished goods consumed of $8,455,261 (or 33%), depreciation and amortization of manufacturing plant and machinery of $11,289,541 (or 44%) and electricity of $2,183,710 (or 9%) for the nine-month period ended September 30, 2016. For the nine-month period ended September 30, 2015, the major components of the cost of net revenue were the cost of raw materials and finished goods consumed of $9,768,303 (or 35%), depreciation and amortization of manufacturing plant and machinery of $12,841,167 (or 45%) and electricity of $2,387,390 (or 8%). The cost structure changed as compared with the same period in 2015 where the contribution from cost of raw materials and finished goods consumed in relation to the total cost of net revenue decreased by 2% and depreciation and amortization of manufacturing plant and machinery in relation to the total cost of net revenue decreased by 1%. The decrease in net cost of net revenue was attributable mainly to the decrease in volume of products sold.

Per tonne production cost
 
Nine-Month Period Ended
 
Nine-Month Period Ended
   
component of bromine segment
 
September 30, 2016
 
September 30, 2015
 
% Change
       
% of total
     
% of total
     
Raw materials
 
$
1,049
     
47
%
 
$
1,061
     
47
%
   
(1
%)
Depreciation and amortization
 
$
792
     
35
%
 
$
845
     
37
%
   
(6
%)
Electricity
 
$
153
     
7
%
 
$
157
     
7
%
   
(3
%)
Others
 
$
257
     
11
%
 
$
215
     
9
%
   
20
%
Production cost of bromine per tonne
 
$
2,251
     
100
%
 
$
2,278
     
100
%
   
(1
%)

Our production cost of bromine per tonne was $2,251 for the nine-month period ended September 30, 2016, a decrease of 1% (or $27) over the same period in 2015.

Crude salt segment
For the nine-month period ended September 30, 2016, the cost of net revenue for our crude salt segment was $6,119,665, representing a decrease of $467,051, or 7%, compared to $6,586,716 for the same period in 2015. The decrease in cost was mainly due to the decrease in volume of crude salt sold. The significant cost components for the nine-month period ended September 30, 2016 were depreciation and amortization of $4,379,288 (or 71%), resource taxes calculated based on crude salt sold of $675,190 (or 11%) and electricity of $358,741 (or 6%). The significant cost components for the nine-month period ended September 30, 2015 were depreciation and amortization of $4,650,209 (or 70%), resource taxes calculated based on crude salt sold of $791,553 (or 12%) and electricity of $456,026 (or 7%). The table below represents the major production cost component of crude salt per ton for the respective periods:

Per tonne production cost
 
Nine-Month Period Ended
 
Nine-Month Period Ended
   
component of crude salt segment
 
September 30, 2016
 
September 30, 2015
 
% Change
       
% of total
     
% of total
     
Depreciation and amortization
 
$
19.7
     
71
%
 
$
19.0
     
70
%
   
4
%
Resource tax
 
$
3.0
     
11
%
 
$
3.2
     
12
%
   
(6
%)
Electricity
 
$
1.6
     
6
%
 
$
1.9
     
7
%
   
(16
%)
Others
 
$
3.2
     
12
%
 
$
2.9
     
11
%
   
10
%
Production cost of crude salt per tonne
 
$
27.5
     
100
%
 
$
27.0
     
100
%
   
2
%
 
 
Our production cost of crude salt per tonne was $27.5 for the nine-month period ended September 30, 2016, an increase of 2% (or $0.5) as compared to the same period in 2015.

Chemical products segment
For the nine-month period ended September 30, 2016, cost of net revenue for our chemical products segment was $44,473,675, representing a decrease of $5,443,426 or 11% over the same period in 2015. This decrease was primarily attributable to the decrease in volume of all our chemical products except pharmaceutical by-products.

Gross Profit. Gross profit was $44,723,017, or 37%, of net revenue for nine-month period ended September 30, 2016 compared to $42,100,943, or 33%, of net revenue for the same period in 2015. The increase in gross profit percentage was primarily attributable to an increase in the margin percentage of bromine.
.
   
Gross Profit by Segment
 
% Point Change
   
Nine-Month Period Ended
 
Nine-Month Period Ended
 
of Gross
   
September 30, 2016
 
September 30, 2015
 
Profit Margin
Segment
       
Gross Profit Margin
       
Gross Profit Margin
     
Bromine
  $ 22,030,498       46 %   $ 12,809,039       31 %     15 %
Crude Salt
  $ 263,430       4 %   $ 1,318,558       17 %     (13 %)
Chemical Products
  $ 22,429,089       34 %   $ 27,973,346       36 %     (2 %)
Total Gross Profit
  $ 44,723,017       37 %   $ 42,100,943       33 %     4 %

Bromine segment
The gross profit margin for our bromine segment for the nine-month period ended September 30, 2016 was 46% compared to 31% for the same period in 2015. This 15% increase is mainly due to the increase in bromine price.

Crude salt segment
For the nine-month period ended September 30, 2016, the gross profit margin for our crude salt segment was 4% compared to 17% for the same period in 2015. This 13% decrease is mainly due to the decrease in crude salt price.
 
 
Chemical products segment
The gross profit margin for our chemical products segment for the nine-month period ended September 30, 2016 was 36% compared to 34% for the same period in 2015.

Research and Development Costs. For the nine-month period ended September 30, 2016 and 2015, the total research and development costs incurred were $198,330 and $181,108, respectively, an increase of 10%. Research and development costs for the nine-month period ended September 30, 2016 and 2015 represented raw materials used by SYCI and SCRC for testing the manufacturing routine.

Exploration Costs The total exploration costs incurred for the nine-month periods ended September 30, 2016 and 2015 were $0 and $325,840. The Company expenses exploration costs. When the financial viability of a project is proven, the Company will capitalize all future expenses and allocate them to the business line of that project. Prior to January 30, 2015, the Company incurred a total of $7,848,873 in exploration costs for the drilling of natural gas and brine wells in Daying County of Sichuan Province. These expenses were charged to the Company’s Bromine and Crude Salt sectors respectively. On January 30, 2015, the Company announced that it found natural gas resources under its bromine well in Sichuan. In early May 2015, the Company received a testing report that confirmed the economics of the natural gas under this well.

From that point on, all expenses related to the well are included in the segment for DCHC. All relatedexpenses are being capitalized.

The Company is constructing the related infrastructure needed to begin operations in the remote and mountainous region of Daying County. The Company expects to begin production on the first well in the first quarter of 2017.
 
Write-off/Impairment on property, plant and equipment. Write-offs on property, plant and equipment for the nine-month period ended September 30, 2016 and 2015 were $90,395 and $819,701, respectively, a decrease of 89%. Write-offs on property, plant and equipment of $90,395 for the nine-month period ended September 30, 2016 represented the write-offs of certain protective shells to transmission pipelines and ducts during the enhancement project that started in August 2016 and completed in September 2016. Write-offs on property, plant and equipment of $819,701 for the nine-month period ended September 30, 2015 represented the write-offs of (i) certain protective shells to transmission pipelines and ducts of $753,025 during the fourth phase enhancement project that started in August 2015 and completed in September 2015; and (ii) certain machinery and equipment replaced during the enhancement work to our bromine production facilities in Factory No. 11 of $66,676.

General and Administrative Expenses. General and administrative expenses were $4,539,845 for the nine-month period ended September 30, 2016, a decrease of $707,473 (or 13%) as compared to $5,247,318 for the same period in 2015. This decrease in general and administrative expenses was primarily due to (i) a non-cash expense related to stock options granted to employees decreased from $353,300 for the nine-month period ended September 30, 2015 to $17,400 for the same period of 2016; and   (ii) audit fee incurred in the amount of $115,000 related to the audit of SCRC acquired in the nine-month period ended September 30, 2015; and (iii) incurred franchise tax fee in the amount of $211,369 for the nine-month period ended September 30, 2015, with no such expense in 2016 due to the reincorporation of the Company from Delaware to Nev a da, which offset by the unrealized exchange gain in relation to the translation difference of inter-company balance in RMB for the nine-month period ended September 30,2016 amounted to $729,764, as compared to the unrealized exchange gain for the same period in 2015 of $1,037,429.

Other Operating Income. Other operating income was $328,550 for the nine-month period ended September 30, 2016, a decrease of $13,767(or 4%) as compared to $342,317 for the same period in 2015 for sales of wastewater. Wastewater is generated from the production of bromine and eventually becomes crude salt when it evaporates. Not all of our bromine production plants have sufficient area on the property to allow for evaporation of wastewater to produce crude salt. Certain of our customers who have facilities located adjacent to our bromine production plants have agreed to allow us to channel our wastewater into brine pans on their properties for evaporation. These customers then are able to sell the resulting crude salt themselves. We signed agreements with four of our customers to sell them our wastewater at market prices.
 
 
Income from Operations. Income from operations was $39,953,640 for the nine-month period ended September 30, 2016 (or 33% of net revenue), an increase of $4,378,442, or approximately 12%, over income from operations for the same period in 2015. This increase was primarily attributable to the increased bromine price and the decrease general and administrative expense incurred for the nine-month period ended September 30, 2016 compared with the same period in 2015.
 
   
Income from Operations by Segment
 
   
Nine-Month Period Ended
September 30, 2016
   
Nine-Month Period Ended
September 30, 2015
 
Segment:
       
% of total
         
% of total
 
Bromine
  $ 19,103,472       48 %   $ 8,950,595       25 %
Crude Salt
    (165,403 )     -       534,760       2 %
Chemical Products
    20,698,116       52 %     26,205,578       73 %
Natural Gas
    (2,501 )     -       -       -  
Income from operations before corporate costs
    39,633,684       100 %     35,690,933       100 %
Corporate costs
    (409,808 )             (1,153,164 )        
Unrealized exchange difference
    729,764               1,037,429          
Income from operations
  $ 39,953,640             $ 35,575,198          
 
Bromine segment
Income from operations from our bromine segment was $19,103,472 for the nine-month period ended September 30, 2016, an increase of $10,152,877 (or approximately 113%) compared to the same period in 2015. This increase resulted primarily from the higher selling price of bromine in the nine-month period ended September 30, 2016 compared to the same period in 2015.

Crude salt segment
For the nine-month period ended September 30, 2016, loss from operations from our crude salt segment was $165,403, compared to an income of $534,760 in the same period in 2015. This loss resulted primarily from the decreased selling price of crude salt in the nine-month period ended September 30, 2016 compared to the same period in 2015.

Chemical products segment
For the nine-month period ended September 30, 2016, income from operations from our chemical products segment was $20,698,116, a decrease of $5,507,462 (or approximately 21%) over same period in 2015. This decrease was primarily attributable to the decrease in sales volume of all of our chemical products.

Other Income, Net. Other income, net of $222,678 represented bank interest income, net of capital lease interest expense for the nine -month period ended September 30, 2016, an increase of $22,765 (or approximately 11%) as compared to the same period in 2015.

Net Income. Net income was $30,179,696 for the nine-month period ended September 30, 2016, an increase of $3,409,743 (or approximately 13%) compared to the same period in 2015. This significant increase was primarily attributable to the increased bromine price and the decrease general and administrative expense incurred for the nine-month period ended September 30, 2016 compared with the same period in 2015.

Effective Tax Rate. Our effective tax rate for the nine-month period ended September 30, 2016 and 2015 was 25% and 25%, respectively. The effective tax rate of 25% for the nine-month period ended September 30, 2016 consistent with the PRC statutory income tax rate.
 
 
LIQUIDITY AND CAPITAL RESOURCES
 
As of September 30, 2016, cash and cash equivalents were $141,083,587 as compared to $133,606,392 as of December 31, 2015. The components of this increase of $7,477,195 are reflected below.

  Statement of Cash Flows
  
   
Nine-Month Period Ended September 30,
 
   
2016
   
2015
 
Net cash provided by operating activities
 
$
29,191,981
   
$
34,915,819
 
Net cash used in investing activities
 
$
(17,423,126
)
 
$
(55,706,715
)
Net cash used in financing activities
 
$
(265,087
)
 
$
(344,396
)
Effects of exchange rate changes on cash and cash equivalents
 
$
(4,026,574
)
 
$
(4,558,171
)
Net (Decrease)/Increase in cash and cash equivalents
 
$
7,477,195
   
$
(25,693,463
)

For the nine-month period ended September 30, 2016, we met our working capital and capital investment requirements mainly by using cash flow from operations and cash on hand.

Net Cash Provided by Operating Activities
 
During the nine-month period ended September 30, 2016 and 2015, we had positive cash flow from operating activities approximately of $29.2 million and $34.9 million, respectively, primarily attributable to net income.

During the nine-month period ended September 30, 2016, cash flow from operating activities of approximately $29.2 million was less than our net income of approximately $30.2 million, mainly due to (i) cash using in working capital of approximately $20.0 million, which mainly consisted of the increase in accounts receivable, partially offset by the decrease in inventories, increase in accounts payable and accrued expenses and tax payable; partially offset by (ii) substantial non-cash charges of approximately $19.1 million, mainly in the form of depreciation and amortization of property, plant and equipment.

During the nine-month period ended September 30, 2015, cash flow from operating activities of approximately $34.9 million exceeded our net income of approximately $26.8 million, mainly due to (i) substantial non-cash charges of approximately $22.7 million, primarily in the form of depreciation and amortization of property, plant and equipment, and write-off/impairment loss on property, plant and equipment; partially offset by (ii) cash used in working capital of approximately $14.5 million, which mainly consisted of an increase in accounts receivable and inventories, partially offset by the increase in taxes payable.

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 September 30, 2016 and December 31, 2015.
 
   
September 30, 2016
 
December 31, 2015
         
% of total
         
% of total
   
Aged 1-30 days
 
$
13,341,948
     
19
%
 
$
12,711,454
     
26
%
 
Aged 31-60 days
 
$
17,105,296
     
24
%
 
$
12,436,059
     
25
%
 
Aged 61-90 days
 
$
16,622,237
     
23
%
 
$
11,470,333
     
23
%
 
Aged 91-120 days
 
$
12,440,742
     
17
%
 
$
8,208,711
     
16
%
 
Aged 121-150 days
 
$
8,302,503
     
12
%
 
$
5,153,801
     
10
%
 
Aged 151-180 days
 
$
3,584,082
     
5
%
 
$
-
     
-
   
Total
 
$
71,396,808
     
100
%
 
$
49,980,358
     
100
%
 
 
The overall accounts receivable balance as of September 30, 2016 increased by $21,416,450 (or 43%), as compared to those as of December 31, 2015. Such increase is mainly attributable to the extended settlement days by customers due to the slowdown in the Chinese economy and the financial tightening, which in turn lengthened the average turnover days of accounts receivable from customers from 103 days for the fiscal year 2015 to 138 days for the nine-month period ended September 30, 2016. Normally, a 90 to 180-day credit period is granted to customers with good payment history. Approximately 54% of the balances of accounts receivable as of September 30, 2016 aged more than 90 days was settled in October 2016. We have policies in place to ensure that sales are made to customers with an appropriate credit history and we perform ongoing credit evaluation on the financial condition of our customers. No allowance for doubtful debts for the nine-month period ended September 30, 2016 is required.
 
Inventory
 
Our inventory consists of the following:
 
   
September 30, 2016
 
December 31, 2015
         
% of total
       
% of total
Raw materials
 
$
879,085
     
15
%
 
$
1,014,917
     
14
%
Finished goods
 
$
4,161,087
     
72
%
 
$
5,486,970
     
76
%
Work-in-process
   
744,241
     
13
%
   
691,604
     
10
 
   
$
5,784,413
     
100
%
 
$
7,193,491
     
100
%
Allowance for obsolete and slowing-moving inventory
 
$
(12,341
)
   
-
   
$
(12,691
)
   
-
 
Total
 
$
5,772,072
     
100
%
 
$
7,180,800
     
100
%
 
The net inventory level as of September 30, 2016 decreased by $1,408,728 (or 20%), as compared to the net inventory level as of December 31, 2015.
 
Raw materials decreased by 13% as of September 30, 2016 as compared to December 31, 2015. All of the raw materials are basic chemical industry materials, few of which have a possibility of loss over time, or major fluctuations in their prices. We concluded that all of our raw materials as of September 30, 2016 are fully realizable for production of finished goods without any impairment.

Our finished goods consist of bromine, crude salt and chemical products. Our chemical products are similar to raw materials, with no loss over time, a stable market price and a gross profit margin of 34% for the nine-month period ended September 30, 2016 as compared to 36% for the same period in fiscal year 2015. Therefore, we believe that the realization of the chemical products is 100%. Similarly, as there is no depletion of bromine, we believe that the realization of it is also 100%. The gross profit margin for bromine for the nine-month period ended September 30, 2016 increased to 46%, as compared with 31% for the same period in fiscal year 2015, we anticipated that the price through 2016 will not fluctuate significantly to impair the cost of bromine.

The annual loss of crude salt due to evaporation is approximately 3%. The average selling price of crude salt per tonne decreased from $33.26 in the third quarter of 2015 to $27.99 in the same period in 2016. We believe that there will be no realization problem for crude salt as we do not expect selling price to be lower than the current price. If the selling price continues to decrease, there will be an impact on our crude salt realization value.

Net Cash Used in Investing Activities

In the nine-month period ended September 30, 2016, we used approximately $0.67 million cash for the prepayment of land leases. In the same period, we also used approximately $15.23 million cash to carry out enhancement projects to our existing bromine extraction and crude salt production facilities and $1.46 million cash for   the construction of roads and related infrastructure needed to begin operations in the remote and mountainous region of Daying county.

 For the nine-month period ended September 30, 2015, we used approximately $0.7 million cash for the prepayment of land leases. We also used approximately $66.3 million to acquire SCRC. In the same period, we also used approximately $2.8 million cash in the fourth phase enhancement project related to the protective shells to transmission channels and ducts in Factory No. 10 and 11 and the enhancement work to bromine production facilities in Factory No.11.

We also received approximately $14.1 million from the acquisition of SCRC.

The investing activities described above were financed by opening cash balances as of December 31, 2015, and 2014, and cash generated from operation during the nine-month period ended September 30, 2016.

Net Cash Used in Financing Activities
 
We repaid approximately $0.3 million cash for our capital lease obligation for the nine-month period ended September 30, 2016 and 2015.

For the nine-month period ended September 30, 2015, we used $0.04 million to repurchase 31,000 shares of common stock of the Company with the approval of the Board of Directors.

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

 
Working capital was approximately $201.2 million at September 30, 2016 as compared to approximately $174.7 million at December 31, 2015. The increase was mainly attributable to the cash provided by operating activities during the nine-month period ended September 30, 2016.

We had available cash of approximately $141.1 million at September 30, 2016, most of which is in highly liquid current deposits which earn no or little interest. We intend to retain the cash for future expansion of our bromine and crude salt businesses through acquisition, enhancements to our existing bromine and crude salt business, and further development of the new resources in Sichuan Province.
 
In the future we intend to focus our efforts on the activities of SCHC, SYCI, SCRC 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 attention, inability to retain key personnel, risks associated with unanticipated events 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. In addition, if competition for acquisition candidates or operations were to increase, the cost of acquiring businesses could increase materially. Our inability to implement and manage our expansion strategy successfully may have a material adverse effect on our business and future prospects.
 
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 September 30, 2016 is provided in the notes to our condensed consolidated financial statements. See “Notes to Condensed Consolidated Financial Statements, Note 19 – Capital Commitment and Operating Lease Commitments”.

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 these 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, assets retirement obligation, property, plant and equipment, recoverability of long lived assets, mineral rights, revenue recognition, income taxes, and stock-based compensation. These policies and estimates are described in the Company’s 2015 Form 10-K.
   

 
 
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).
 

(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, which is the subject of this report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



None.
 
      

There have been no changes with respect to risk factors as previously disclosed in our 2015 Form 10-K.  Investing in our common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and in our 2015 Form 10-K, under the caption “Risk Factors”, 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 2015 Form 10-K. Readers should carefully review those risks, as well as additional risks described in other documents we file from time to time with the Securities and Exchange Commission.


None.


None.


Not applicable.


None.
 
 
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 September 30, 2016 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.
 
 
 
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: November 14, 2016
By:
/s/ Xiaobin Liu
   
Xiaobin Liu
   
Chief Executive Officer
   
(principal executive officer)
     
Dated: November 14, 2016
By:
/s/ Min Li
   
Min Li
   
Chief Financial Officer
   
(principal financial and accounting officer)
 
 
 
44
 
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