Item 1. Financial Statements
Item 1. Financial Statements
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)
March 31, 2025
(Unaudited)
December 31, 2024
(Audited)
Current Assets
Cash
$ 8,523,045
$ 10,075,162
Accounts receivable, net
2,114,222
564,523
Inventories, net
455,059
315,371
Prepayments and deposits
6,393,161
6,376,656
Amount due from related parties
25,076
25,040
Other receivable
126,050
94,074
Total Current Assets
17,636,613
17,450,826
Non-Current Assets
Property, plant and equipment, net
132,341,321
136,143,177
Finance lease right-of use assets
75,721
76,868
Operating lease right-of-use assets
6,050,429
6,169,855
Prepaid land leases, net of current portion
9,625,855
9,615,269
Deferred tax assets, net
—
—
Total non-current assets
148,093,326
152,005,169
Total Assets
$ 165,729,939
$ 169,455,995
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses
$ 11,656,665
$ 14,323,458
Taxes payable-current
276,516
113,999
Advance from customer
—
—
Amount due to related parties
2,586,422
2,584,808
Finance lease liability, current portion
239,771
217,743
Operating lease liabilities, current portion
498,483
491,850
Total Current Liabilities
15,257,857
17,731,858
Non-Current Liabilities
Finance lease liability, net of current portion
1,077,412
1,075,865
Operating lease liabilities, net of current portion
6,809,843
6,941,602
Total Non-Current Liabilities
7,887,255
8,017,467
Total Liabilities
$ 23,145,112
$ 25,749,325
Commitment and Loss Contingencies
$ —
$ —
Stockholders’ Equity
PREFERRED STOCK; $ 0.001 par value; 1,000,000 shares authorized; none outstanding
$ —
$ —
COMMON STOCK; $ 0.0005
par value; 80,000,000
shares authorized; 13,632,448
and 11,012,754 shares issued; and 13,346,618
and 10,726,924 shares outstanding as of March 31, 2025 and December 31, 2024
25,934
24,623
Treasury stock; 285,830 shares as of March 31, 2025 and December 31, 2024 at cost
( 1,372,673 )
( 1,372,673 )
Additional paid-in capital
105,167,292
101,688,262
Share to be issued
—
194,700
Retained earnings unappropriated
32,729,304
37,358,804
Retained earnings appropriated
26,667,097
26,667,097
Accumulated other comprehensive income
( 20,632,127 )
( 20,854,143 )
Total Stockholders’ Equity
142,584,827
143,706,670
Total Liabilities and Stockholders’ Equity
$ 165,729,939
$ 169,455,995
See accompanying notes to the condensed consolidated financial statements.
1
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)
(Expressed in U.S. dollars)
(UNAUDITED)
Three-Month Period Ended
March 31,
2025
2024
NET REVENUE
$ 1,604,447
$ 1,307,062
OPERATING COSTS AND EXPENSE
Cost of net revenue
( 1,594,270 )
( 2,119,845 )
Sales and marketing expenses
( 5,053 )
( 4,491 )
Direct labor and factory overheads incurred during plant shutdown
( 3,225,808 )
( 3,734,689 )
General and administrative expenses
( 1,389,523 )
( 717,456 )
TOTAL OPERATING COSTS AND EXPENSE
( 6,214,654 )
( 6,576,481 )
LOSS FROM OPERATIONS
( 4,610,207 )
( 5,269,419 )
OTHER INCOME (EXPENSE)
Interest expense
( 21,722 )
( 24,830 )
Interest income
2,429
36,060
Other expense
—
( 4,003 )
LOSS BEFORE INCOME TAXES
( 4,629,500 )
( 5,262,192 )
INCOME TAX (EXPENSE) BENEFIT
—
1,270,060
NET LOSS
$ ( 4,629,500 )
$ ( 3,992,132 )
COMPREHENSIVE LOSS:
NET LOSS
$ ( 4,629,500 )
$ ( 3,992,132 )
OTHER COMPREHENSIVE (LOSS) INCOME
- Foreign currency translation adjustments
222,016
( 393,867 )
TOTAL COMPREHENSIVE (LOSS) INCOME
$ ( 4,407,484 )
$ ( 4,385,999 )
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
$ ( 0.40 )
$ ( 0.37 )
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES:
11,685,431
10,726,924
See accompanying notes to the condensed consolidated financial statements.
2
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
THREE-MONTH PERIOD ENDED MARCH 31, 2025 AND 2024
(Expressed in U.S. dollars)
Common stock
Accumulated
Number
Number
Number
Additional
Retained
Retained
other
of shares
of shares
of treasury
Treasury
Share to be
paid-in
earnings
earnings
comprehensive
issued
outstanding
stock
Amount
stock
issued
capital
unappropriated
appropriated
Income(loss)
Total
BALANCE AT DECEMBER 31, 2024 (Audited)
11,012,754
10,726,924
285,830
24,623
( 1,372,673 )
194,700
101,688,262
$ 37,358,804
$ 26,667,097
$ ( 20,854,143 )
$ 143,706,670
Restricted shares issued for services
2,619,694
2,619,694
1,311
( 194,700 )
3,479,030
3,285,641
Currency translation adjustment
—
—
—
—
—
—
—
—
—
222,016
222,016
Net loss for three-month period ended March 31, 2025
—
—
—
—
—
—
—
( 4,629,500 )
—
—
( 4,629,500 )
BALANCE AT MARCH 31, 2025(Unaudited)
13,632,448
13,346,618
285,830
25,934
( 1,372,673 )
—
105,167,292
$ 32,729,304
$ 26,667,097
$ ( 20,632,127 )
$ 142,584,827
Common stock
Accumulated
Number
Number
Number
Additional
Retained
Retained
other
of shares
of shares
of treasury
Treasury
paid-in
earnings
earnings
comprehensive
issued
outstanding
stock
Amount
stock
capital
unappropriated
appropriated
Income(loss)
Total
BALANCE AT DECEMBER 31, 2023 (Audited)
11,012,754
10,726,924
285,830
24,623
( 1,372,673 )
101,688,262
$ 96,294,256
$ 26,667,097
$ ( 18,053,269 )
$ 205,248,296
Currency translation adjustment
—
—
—
—
—
—
—
—
( 393,867 )
( 393,867 )
Net loss for three-month period ended March 31, 2024
—
—
—
—
—
—
( 3,992,132 )
—
—
( 3,992,132 )
BALANCE AT MARCH 31, 2024(Unaudited)
11,012,754
10,726,924
285,830
24,623
( 1,372,673 )
101,688,262
$ 92,302,124
$ 26,667,097
$ ( 18,447,136 )
$ 200,862,297
Common Stock
Treasury Stock
Additional Paid-In Capital
Retained Earnings Unappropriated
Accumulated Other Comprehensive Income (Loss)
Share to be Issued
See accompanying notes to the condensed consolidated financial statements.
3
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
(UNAUDITED)
Three-Month Period Ended March 31,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ ( 4,629,500 )
$ ( 3,992,132 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization on capital lease
21,722
24,830
Depreciation and amortization
4,003,524
4,733,475
Deferred tax asset
—
( 1,270,060 )
Stock-based compensation expense
196,100
—
Amortization of right-of-use asset
217,801
217,345
Changes in assets and liabilities
Accounts receivable
( 1,549,443 )
( 402,545 )
Inventories
( 139,285 )
( 57,859 )
Prepayments and deposits
( 7,340 )
( 44,903 )
Advance from customers
—
( 36,222 )
Other receivables
( 31,987 )
( 774 )
Accounts and Other payable and accrued expenses
401,190
( 17,847 )
Taxes payable
162,411
( 257,766 )
Lease liabilities
( 225,321 )
( 226,018 )
Net cash used in operating activities
( 1,580,128 )
( 1,330,476 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
—
—
Net cash from investing activities
—
—
EFFECTS OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS
28,011
( 131,622 )
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
( 1,552,117 )
( 1,462,098 )
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
10,075,162
72,223,894
CASH AND CASH EQUIVALENTS - END OF PERIOD
$ 8,523,045
$ 70,761,796
4
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Expressed in U.S. dollars)
Years Ended March 31,
2025
2024
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the three-month period ended March 31, for:
Paid for taxes
$ 77,386
$ 481,153
Interest on finance lease obligation
$ 21,722
$ 24,830
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
See accompanying notes to the condensed consolidated financial statements.
5
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(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 unaudited consolidated financial
statements have been prepared by Gulf Resources, Inc. (“Gulf Resources”), a Nevada corporation and its subsidiaries (collectively,
the “Company”).
The consolidated financial statements are prepared
on the going concern basis, meaning that the enterprise is expected to realize the assets and settle the liabilities through normal business
operations. However, the going concern of the enterprise relies on many factors, such as profitable operations, generating operating cash
flows, obtaining financing, etc.
The company assesses its liquidity by monitoring cash and
cash equivalents, as well as operating and capital expenditure commitments. As of March 31, 2025, As of March 31, 2025, the Company had
current assets of $ 17.64 million and current liabilities of $ 15.26 million. As a result, the surplus was $ 2.38 million, and it has suffered
losses in both the fiscal years of 2025 and 2024 as well. If it is unable to raise additional funds, it may need to take measures such
as cutting administrative and operational cost and save funds.
If there are significant doubts regarding the company's
ability to continue operations, the company is attempting to alleviate such concerns through measures such as controlling operating expenses,
shifting business focus to revenue-generating activities, obtaining authorization from domestic banks and other financial institutions,
and seeking equity or debt financing. Additionally, the company will also obtain financial support commitments from related parties.
However, these situations still pose significant doubts regarding the company's ability to continue operations. The financial statements
do not consider the potential impact on the recoverability of assets, classification, and amounts and classification of liabilities if
the company is unable to continue operations.
(b) Nature
of the Business
The Company manufactures and trades bromine
through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”) ;manufactures and trades crude
salt through its wholly-owned subsidiary, Shouguang Hengde Salt Industry Co. Ltd (“SHSI”); and manufactures chemical products
for use in the oil industry, pesticides, paper manufacturing industry and for human and animal antibiotics through its wholly-owned subsidiary,
Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) in the People’s Republic of China (“PRC”). Daying
County Haoyuan Chemical Company Limited (“DCHC”) was established to further explore and develop natural gas and brine resources
(including bromine and crude salt) in the PRC. DCHC’s business commenced trial operation in January 2019 but suspended production
temporarily in May 2019 as required by the government to obtain project approval (see Note 1 (b)(iii)).
On March 11, 2020, the World Health
Organization (WHO) officially declared COVID-19 a pandemic. The duration and intensity of the impact of the COVID-19 and resulting
disruption to the Company’s operations and financial position is uncertain. While our operations are currently not materially
affected, it is unknown whether or how they may be affected if such a pandemic persists for an extended period. While not yet
quantifiable, the Company believes this situation did not have a material adverse impact on its operating results in the year of
2021 and will continue to assess the financial impact. The virus outbreak slightly delayed the commencement of the operations for
Factory No.1, No.4, No.7, No.9. We received approval to open factory No. 8 in 2022. COVID has still delayed the approval for
factories N0.2 and No.10.
(i) Bromine and Crude Salt Segments
In February 2019, the Company received a notification
from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and No. 9 passed inspection and could resume operations.
In April 2019, Factory No.1, and Factory No.7 resumed operation.
On November 25, 2019, the government of
Shouguang City issued a notice ordering all bromine facilities in Shouguang City, including the Company’s bromine facilities, including
Factory No. 1 and Factory No. 7, to temporarily stop production from December 16, 2019to February 10, 2020. Subsequently, due to the coronavirus
outbreak in China, the local government ordered those bromine facilities to postpone the commencement of production. Subsequently, the
Company received an approval dated February 27, 2020 issued by thelocal governmental authority allowing the Company to resume production
after the winter temporary closure. Further, the Company received another approval from the Shouguang Yangkou People’s Government
dated March 5, 2020 allowing the Company to resume production at its bromine factories No. 1, No. 4, No.7 and No. 9 in order to meet the
needs of bromide products for epidemic prevention and control (the “March 2020 Approval”). The Company’s Factories No.
1 and No. 7 commenced trial production in midMarch 2020 and commercial production on April 3, 2020 and its Factories No. 4 and No. 9 commenced
commercial production on May6, 2020. The Company received verbal notification from the government regarding Factory No. 8, allowing it
to recommence production in August 2022. Factory No. 8 began contributing revenue in the fourth quarter 2022.The Company is still waiting
for governmental approval for Factories No. 2 and No. 10. To our knowledge, the government is currently completing its planning process
for all mining areas including that for prevention of flood. As a result, we may be required to make some modifications to our current
wells and aqueducts prior to commencement of operations of these factories to satisfy the local government's requirements.
In April 2022, Shouguang Hengde Salt Industry
Co. Ltd, our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading. This subsidiary was created
in response to a new government policy that required bromine and crude salt companies to have separate registrations. The creation of
this subsidiary and the separation of bromine and crude salt does not impact sales or overall profits. However, the establishment of
this subsidiary has resulting in a reallocation of costs between bromine and crude salt.
(ii) Chemical Segment
On November 24, 2017, the Company received a letter
from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in
the second living area of the Qinghe Oil Extraction to the Bohai Marine Fine Chemical Industrial Park (“Bohai Park”).
This was because the two plants were located in a residential area and their production activities impacted the living environment of
the residents. This was as a result of the country’s effort to improve the development of the chemical industry, manage safe production
and curb environmental pollution accidents effectively, and ensure the quality of the living environment of residents. All chemical enterprises
which did not comply with the requirements of the safety and environmental protection regulations were ordered to shut down.
In December 2017, the Company secured from the
government the land use rights for its chemical plants located at the Bohai Park and in June 2018, the Company presented a completed construction
design draft and other related documents to the local authorities for approval. In January 2020, the Company received the environmental
protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began
the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020 and basically completed
the civil works by the end of June 2021. On November 15, 2021, the Company announced that due to the supply chain issues as well as the
electric restrictions in China, the delivery of some equipment, the equipment installation and testing and beginning trial production
at the chemical factory had been delayed. On February 22, 2022, the Company announced that discussions with the government have convinced
management that the electricity restrictions are being eased. Accordingly, the Company has contacted its suppliers and will have the remainder
of the equipment produced and delivered, so the Company can complete installation and begin testing and trial production.
The COVID restrictions and resulting national and international supply
chain issues as well as permitting issues have caused delays in receiving some previously ordered machinery and equipment. The Company
is working with its existing suppliers and may identify new suppliers so that it can complete construction of its factory based on accelerated
delivery. Currently, the Company can not estimate when construction will be completed and production can begin.
The Company estimates this relocation process will cost approximately
$ 69 million in total. The Company incurred relocation costs comprising prepaid land lease, professional fees related to the design
of the new chemical factory, purchase of plant and equipment and construction costs and installation costs incurred for the new chemical
factory in the amount of $ 45,584,344 and $ 45,584,344 , which were recorded in the Property, plant and equipment in the consolidated balance
sheets as of March 31, 2025 and December 31, 2024.
The Company suspended the construction in the chemical factory until it
decide what products can be produced most profitably.
(iii) Natural Gas Segment
In January 2017, the Company completed the first
brine water and natural gas well field construction in Daying located in Sichuan Province, China, and commenced trial production in
January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town, Daying County, Sichuan
Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas
and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the
related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural
gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration
license and a mining license for bromine and natural gas, respectively. Pursuant to the Opinions of the Ministry of Natural
Resources on Several Issues in Promoting the Reform of Mineral Resources Management(Trial) promulgated by the Ministry of Natural
Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately owned enterprises are allowed to participate
in the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals
with related government departments until the governmental planning has been finalized.
(c) Use of Estimates
The Company’s 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. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The most
significant accounting estimates with regard to these consolidated financial statements that require the most significant and
subjective judgments include, but are not limited to, useful lives of property, plant and equipment,recoverability of long-lived
assets, determination of impairment losses, assessment of market value of inventories and provision for inventory obsolescence,
allowance for doubtful accounts, recognition and measurement of deferred income taxes, valuation allowance for deferred tax assets,
and assumptions used for the valuation of share based payments. Accordingly, actual results may differ significantly from these
estimates under different assumptions or conditions.
(d) Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and highly liquid
investments with original maturities of three months or less.Because of short maturity of these investments, the carrying amounts approximate
their fair values.
(e) Allowance
for Doubtful Accounts
We make estimates of the uncollectability of accounts receivable, especially
analyzing accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and
changes in customer payment terms, when evaluating the adequacy of the allowance for doubtful accounts. Credit evaluations are undertaken
for all major sale transactions before shipment is authorized. On a quarterly basis, we evaluate aged items in the accounts receivable
aging report and provide an allowance in an amount we deem adequate for doubtful accounts. If management were to make different judgments
or utilize different estimates, material differences in the amount of our reported operating expenses could result.
(f) 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 $ 8,523,045
and $ 10,075,162 with these institutions as of March 31, 2025 and December 31, 2024, respectively. The Company has not experienced
any losses in such accounts in the PRC.
6
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(g) Property,
Plant and Equipment
Property, plant and equipment are stated at cost
less accumulated depreciation and any impairment losses. Expenditures for new facilities or equipment, and major expenditures for betterment
of existing facilities or equipment are capitalized and depreciated using the straight-line method at rates sufficient to depreciate such
costs less 5% residual value over the estimated productive lives. All other ordinary repair and maintenance costs are expensed as incurred.
Mineral rights are recorded at cost less accumulated
depreciation and any impairment losses. Mineral rights are amortized ratably over the term of the lease, or the equivalent term under
the units of production method, whichever is shorter.
Construction in process primarily represents direct
costs of construction of property, plant and equipment. Costs incurred are capitalized and transferred to property, plant and equipment
upon completion and depreciation will commence when the completed assets are placed in service.
The Company’s depreciation and amortization
policies on property, plant and equipment, other than mineral rights and construction in process, are as follows:
Basis of Presentation and Summary of
Significant Accounting Policies - Schedule of Property, Plant and Equipment Useful Life
Minimum
Maximum
Useful life
(in years)
Buildings (including salt pans)
8 - 20
Plant and machinery (including protective shells, transmission channels and ducts)
3 - 8
Motor vehicles
5
Furniture, fixtures and equipment
3 - 8
Property, plant and equipment under the capital
lease are depreciated over their expected useful lives on the same basis as owned assets, or where shorter, the term of the lease.
Producing oil and gas properties are depreciated
on a unit-of-production basis over the proved developed reserves. Common facilities that are built specifically to service production
directly attributed to designated oil and gas properties are depreciated based on the proved developed reserves of the respective oil
and gas properties on a pro-rata basis. Common facilities that are not built specifically to service identified oil and gas properties
are depreciated using the straight-line method over their estimated useful lives. Costs associated with significant development projects
are not depreciated until commercial production commences and the reserves related to those costs are excluded from the calculation of
depreciation.
(h) 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 $ 173,485 and $ 123,123 for the three-month periods ended March 31, 2025 and 2024, respectively.
(i) Revenue
Recognition
Net revenue is net of discount and value added
tax and comprises the sale of bromine, crude salt and chemical products. Revenue is recognized when the control of the promised goods
is transferred to the customers in an amount that reflects the consideration that the Company expects to receive from the customers in
exchange for those goods. The acknowledgement of receipt of goods by the customers is when control of the product is deemed to be transferred.
Invoicing occurs upon acknowledgement of receipt of the goods by the customers. Customers have no rights to return the goods upon acknowledgement
of receipt of goods. Revenue from contracts with customers is disaggregated in Note 17.
7
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(j) Recoverability
of Long-lived Assets
In accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35 “Impairment or Disposal of Long-lived
Assets” , long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate.
The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment.
The Company determines the existence of such impairment
by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount
of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the
discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such
assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold
or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to
their estimated salvage value in connection with the decision to dispose of such assets.
For the three-month period ended March 31, 2025
and 2024, the Company determined that there were no events or circumstances indicating possible additional impairment of its long-lived
assets.
(k) Basic
and Diluted Net Income per Share of Common Stock
Basic earnings per common share are based on the
weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted
average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would
have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding
stock options were greater than the market price of the common stock. Anti-dilutive common stock equivalents which were excluded from
the calculation of number of dilutive common stock equivalents amounted to 0 and 0 shares for the three-month periods ended March 31,
2025 and 2024, respectively.
Because the Company reported a net loss for the
three-month periods ended March 31, 2025 and 2024, common stock equivalents including stock options and warrants were anti-dilutive, therefore
the amounts reported for basic and diluted loss per share were the same.
8
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(l) Reporting
Currency and Translation
The financial statements of the Company’s
foreign subsidiaries are measured using the local currency, Renminbi (“RMB”), as the functional currency; whereas the functional
currency and reporting currency of the Company is the United States dollar (“USD” or “$”).
As such, the Company uses the “current rate
method” to translate its PRC operations from RMB into USD, as required under FASB ASC 830 “Foreign Currency Matters”.
The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the balance sheet date.
The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the Company’s
PRC subsidiaries are recorded in stockholders’ equity as part of accumulated other comprehensive income. The statement of income
and comprehensive income is translated at average rate during the reporting period. Gains or losses resulting from transactions in currencies
other than the functional currencies are recognized in net income for the reporting periods as part of general and administrative expense.
The statement of cash flows is translated at average rate during the reporting period, with the exception of the consideration paid for
the acquisition of business which is translated at historical rates.
(m) 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.
(n) Inventories
Inventories are stated at the lower of cost, determined
on a first-in first-out cost basis, or net realizable value. Costs of work-in-progress and finished goods comprise direct materials, direct
labor and an attributable portion of manufacturing overhead. Net realizable value is based on estimated selling price less costs to complete
and selling expenses.
(o) Leases
The Company determines if an arrangement is a
lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities
in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated
balance sheets.
ROU assets represent the Company’s right
to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising
from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value
of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily
determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the
present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company does not recognize operating lease
ROU assets and liabilities arising from lease arrangements with lease term of twelve months or less.
9
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(p) Stock-based Compensation
Stock-based awards issued to employees are recorded
at their fair values estimated at grant date using the Black-Scholes model and the portion that is ultimately expected to vest is recognized
as compensation cost over the requisite service period. Consistent with the accounting requirement for employee stock-based awards, nonemployee
stock-based awards are measured at the grant-date fair value of the equity instruments that the Company is obligated to issue when the
good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments
have been satisfied.
The Company has elected to account for the forfeiture
of stock-based awards as they occur.
(q) Loss
Contingencies
The Company accrues for loss contingencies relating
to legal matters, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when
such liabilities become probable and could be reasonably estimable. Such estimates may be based on advice from third parties or on management’s
judgment, as appropriate. Revisions to accruals are reflected in earnings (loss) in the period in which different facts or information
become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of
loss. Amounts paid upon the ultimate resolution of such liabilities may be materially different from previous estimates .
(r) Income
Tax
The Company accounts for income taxes in accordance
with the Income Taxes Topic of the FASB ASC, which requires the use of the liability method of accounting for deferred income taxes. Under
this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax
basis of assets and liabilities and their reported amounts at each period end. Deferred tax assets and liabilities are measured using
tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized
or settled. The deferred income tax effects of a change in tax rates are recognized in the period of enactment. If it is more likely than
not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The guidance also provides
criteria for the recognition, measurement, presentation and disclosures of uncertain tax positions. A tax benefit from an uncertain tax
position may be recognized if it is “more likely than not” that the position is sustainable based solely on its technical
merits. Interests and penalties associated with unrecognized tax benefits are included within the (benefit from) provision for income
tax in the consolidated statement of profit (loss).
(s) New
Accounting Pronouncements
In June 2016, the FASB issued
ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The
amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual
right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets.
For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within
those fiscal years. For the Company which is a smaller reporting company, ASU No. 2019-10 extends the effective dates for two years.
The Company had evaluated the effect of the adoption of this standard on the consolidated financial statements and related disclosures.
And the Company had adopted this standard beginning January 1, 2024.
Recent accounting pronouncements adopted
There were no recent accounting pronouncements adopted during the three
months ended March 31, 2025.
10
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES – Continued
Recently Issued Accounting Pronouncements Not
Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13,
Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this
Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive
cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities,
the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.
For the Company which is a smaller reporting company, ASU No. 2019-10 extends the effective dates for two years. The Company is currently
evaluating the effect of this on the condensed consolidated financial statements and related disclosure.
(t) Fair Value Measurement
The Company applies Accounting Standards Codification
(“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring
fair value and expands financial statement disclosure requirements for fair value measurements.
ASC Topic 820 defines fair value as the price
that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly
transaction between market participants in the principal or most advantageous market for the asset or liability.
ASC Topic 820 specifies a hierarchy of valuation
techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
Level 1 inputs to the valuation methodology are
quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include
quoted prices for identical or similar assets and liabilities in active markets or in inactive markets, and inputs that are observable
for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are
unobservable and significant to the fair value.
The carrying amounts of the Company’s financial
instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash,
accounts receivable, amounts due to related parties, accounts payable and other current payables. There were no material unrecognized
financial assets and liabilities as of March 31, 2025 and 2024.
NOTE 2 – ACCOUNTS RECEIVABLE, NET
March 31,
2025
December 31,
2024
Accounts receivable
$ 2,143,976
$ 594,234
Allowance for doubtful debt
( 29,754 )
( 29,711 )
Accounts receivable, net
$ 2,114,222
$ 564,523
The overall accounts receivable balance
as of March 31, 2025 increased by $ 1,549,699 compared to those of December 31, 2024. We have policies in place to ensure that sales are
made to customers with an appropriate credit history. We perform ongoing credit evaluation on the financial condition of our customer.
NOTE 3 – INVENTORIES
Inventories consist of:
Inventories - Schedule of Inventories, Current
March 31,
2025
December 31,
2024
Raw materials
$ 41,865
$ 10,610
Finished goods
413,194
1,545,521
Less: impairment
—
( 1,240,760 )
Inventory, net
$ 455,059
$ 315,371
The Company recorded impairment charges for slow moving inventory in
the amounts of $ nil and $ 989,035 for the years ended March 31, 2025 and December 31, 2024.
NOTE 4 – PREPAYMENTS AND
DEPOSITS, NET
Prepayments and deposits consisted of the following:
Prepayments and
Deposits, Net - Schedule of Prepayments and Deposits, Net
March 31,
2025
December 31, 2024
Prepayments and deposits
$ 8,043,985
$ 8,025,110
Provision for impairment
( 1,650,824 )
( 1,648,454 )
Prepayments and deposits, net
$ 6,393,161
$ 6,376,656
As of March 31, 2025 , the Company recorded the total prepayments
and deposits, and the provision for impairment was $ 6,393,161 .
NOTE 5– PREPAID LAND LEASES
The Company has the rights to use certain parcels
of land located in Shouguang, Shandong , PRC, through lease agreements signed with local townships or the government authority. The production
facilities and warehouses of the Company are located on these parcels of land. The lease term ranges from ten to fifty years. Some of
the lease contracts were paid in one lump sum upfront and some are paid annually at the beginning of each anniversary date. These leases
have no purchase option at the end of the lease term and were classified as operating leases prior to and as of January 1, 2019 when the
new lease standard was adopted. Prior to January 2019, the prepaid land lease was amortized on a straight-line basis. As of January 1,
2019, all the leases in which term has commenced and were in use were classified as operating lease right-of-use assets (“ROU”).
See Note 8.
In December 2017, the Company paid a one lump
sum upfront amount of $ 8,859,000 for a 50-year lease of a parcel of land at Bohai Marine Fine Chemical Industrial Park (“Bohai”)
for the new chemical factory under construction. There is no purchase option at the end of the lease term. This was classified as an operating
lease prior to and as of January 1, 2019. The land use certificate was issued on October 25, 2019. The lease term expires on August 12,
2069. The amount paid was recorded as prepaid land leases, net of current portion in the consolidated balance sheet as of March 31 2025
and December 31, 2024. As of March 31, 2025, the prepaid land lease increased to $ 9,217,790 due to an additional amount paid for stamp
duty and related land use rights fees. Amortization of this prepaid land lease will commence when the chemical factory is built and placed
in service.
11
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consist of the following:
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment
March 31,
2025
December 31,
2024
At cost:
Mineral rights
$ 2,686,739
$ 2,682,882
Buildings
68,575,318
68,476,868
Plant and machinery
144,046,220
143,839,420
Furniture, fixtures and office equipment
1,437,153
1,435,090
Motor vehicles
124,394
124,215
Construction in process
10,170,243
10,155,642
Total
227,040,067
226,714,117
Less: Accumulated depreciation and amortization
( 87,944,670 )
( 83,826,560 )
Impairment
( 6,754,076 )
( 6,744,380 )
Net book value
$ 132,341,321
$ 136,143,177
The Company has certain buildings and salt
pans erected on parcels of land located in Shouguang, PRC, and such parcels of land are collectively owned by local townships or the
government authority. The Company has not been able to obtain property ownership certificates over these buildings and salt pans.
The aggregate carrying values of these properties situated on parcels of the land are $ 49,444,325
and $ 50,219,026
as at March 31, 2025 and December 31, 2024, respectively.
During the three-month period ended March 31,
2025, depreciation and amortization expense totaled $ 3,999,026 , of which $ 2,469,771 , $ 783,472 and $ 745,783 were recorded in direct labor
and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue, respectively.
During the three-month period ended March 31,
2024, depreciation and amortization expense totaled $ 4,729,242 , of which $ 3,106,788 , $ 201,504 and $ 1,420,950 were recorded in direct labor
and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue, respectively.
NOTE 7 – FINANCE LEASE RIGHT-OF-USE ASSETS
Property, plant and equipment under finance lease, net consist of the
following:
Finance Lease Right-Of-Use Assets - Schedule of Property,
Plant and Equipment Under Finance Leases
March 31,
2025
December 31,
2024
At cost:
Buildings Buildings
$ 208,772
$ 208,473
Total
208,772
208,473
Less: Accumulated depreciation and amortization
( 133,051 )
( 131,605 )
Net book value
$ 75,721
$ 76,868
The above buildings erected on parcels of land
located in Shouguang, PRC, are collectively owned by local townships. The Company has not been able to obtain property ownership
certificates over these buildings as the Company could not obtain land use rights certificates on the underlying parcels of land.
During the three-month period ended March 31,
2025, depreciation and amortization expense totaled $ 1,258 , which was recorded in direct labor and factory overheads incurred during plant
shutdown.
During the three-month period ended March 31,
2024, depreciation and amortization expense totaled $ 1,270 , which was recorded in direct labor and factory overheads incurred during plant
shutdown.
12
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 8 – OPERATING LEASE RIGHT-OF USE ASSETS
The Company has the rights to use certain
parcels of land located in Shouguang, the PRC, through lease agreements signed with local townships or the government authority. For parcels
of land that are collectively owned by local townships, the Company cannot obtain land use rights certificates. The parcels of land of
which the Company cannot obtain land use rights certificates covers a total of approximately 34.95 square kilometers with an aggregate
operating lease right-of-use assets amount of $ 7,190,872 as of March 31, 2025.
As of March 31, 2025, the total operating lease
ROU assets was $ 6,050,429 .
The total operating lease cost for the three-month
period ended March 31, 2025 and 2024 was $ 217,801 and $ 217,345 .
NOTE 9 – PAYABLE AND ACCRUED EXPENSES
Payable and accrued expenses consist of the following:
Payable and Accrued
Expenses - Schedule of Accounts Payable and Accrued Liabilities
March 31,
December 31,
2025
2024
Accounts payable
$ 390,250
$ 30,003
Salary payable
231,442
323,655
Social security insurance contribution payable
286,083
169,858
Other payable-related party
—
—
Accrued expense for construction
5,317,674
5,310,040
Accrued expense-others
5,431,216
8,489,902
Total
$ 11,656,665
$ 14,323,458
Accrued expense-others mainly include the purchase of the unpaid portion
of salt Pans of $ 4,788,641 , and others.
13
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 10 – RELATED PARTY TRANSACTIONS
On September 25, 2012, the Company purchased
five floors of a commercial building in the PRC, through SYCI, from Shandong Shouguang Vegetable Seed Industry Group Co., Ltd. (the
“Seller”) at a cost of approximately $ 5.7
million in cash, of which Mr. Ming Yang, who was the Chairman of the Company then, had a 99 %
equity interest in the Seller. During the first quarter of 2018, the Company entered into an agreement with the Seller, a related
party, to provide property management services for an annual amount of approximately $ 86,911
for five
years from January 1, 2023 to December 31, 2027 . The expense associated with this agreement for the three months ended March
31, 2025 and 2024 was approximately $ 21,728
and $ 21,982 .
NOTE 10 – RELATED PARTY TRANSACTIONS –
Continued
a)
Related parties
Name of related parties
Position
Yang Ming
Chairman Of the Board
Liu XiaoBin
Chief Executive Officer
Li Min
Chief Financial Officer
Miao NaiHui
Chief Operating Officer
Chengdu Dianjinshi Culture media Co., LTD
Affiliated with company officers
b)
March 31,
December 31,
2025
2024
Amount due to related parties:
Yang Ming
$ 410,940
$ 410,350
Liu XiaoBin
887,214
887,214
Li Min
651,502
636,264
Miao NaiHui
636,766
650,980
Total
$ 2,586,422
$ 2,584,808
c)
March 31,
2025
December 31,
2024
Due from related party:
Chengdu Dianjinshi Culture media Co., LTD
$ 25,076
$ 25,040
Total
$ 25,076
$ 25,040
NOTE 11 – TAXES PAYABLE
March 31,
December 31,
2025
2024
Land use tax payable
19,345
19,318
Value added tax and other taxes payable
257,171
94,681
Total
$ 276,516
$ 113,999
NOTE 12 – LEASE LIABILITIES-FINANCE AND
OPERATING LEASE
The components of finance lease liabilities were
as follows:
Lease Liabilities - Finance and Operating
Lease - Schedule of Finance and Operating Leased Liabilities
Imputed
March 31,
December 31,
Interest rate
2025
2024
Total finance lease liability
6.7 %
$ 1,317,183
$ 1,293,608
Less: Current portion
( 239,771 )
( 217,743 )
Finance lease liability, net of current portion
$ 1,077,412
$ 1,075,865
Interest expenses from a finance lease liability
amounted to $ 21,722 and $ 24,830 for the three-month periods ended March 31, 2025 and 2024, respectively, were charged to the condensed
consolidated statement of loss.
The components of operating lease liabilities
as follows:
Imputed
March 31,
December 31,
Interest rate
2025
2024
Total operating lease liabilities
4.89 %
$ 7,308,326
$ 7,433,452
Less: Current portion
( 498,483 )
( 491,850 )
Operating lease liabilities, net of current portion
$ 6,809,843
$ 6,941,602
The weighted average remaining operating lease
term on March 31, 2025 was 17 years and the weighted average discount rates was 4.89 %. This discount rates used are based on the base
rate quoted by the People's Bank of China and vary with the remaining term of the lease. Lease payment in the three-months ended March
31, 2025 and 2024 was $ 225,321 and $ 226,259 .
Maturities of lease liabilities were as follows:
Lease Liabilities - Finance and Operating
Lease - Schedule of Financing and Operating Lease Maturities
Financial lease
Operating Lease
Payable within:
the next 12 months
$ 261,485
$ 822,692
the next 13 to 24 months
261,485
828,555
the next 25 to 36 months
261,485
834,455
the next 37 to 48 months
261,485
840,733
the next 49 to 60 months
261,485
847,059
thereafter
261,485
8,063,578
Total
1,568,910
12,237,072
Less: Amount representing interest
( 251,727 )
( 4,928,746 )
Present value of net minimum lease payments
1,317,183
$ 7,308,326
NOTE 13 – EQUITY
Restricted Shares
A restricted stock award (“RSA”) is
an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of
option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot
transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock,
are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company
expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant,
straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is
determined based on the closing price of the Company's common stock on the grant date.
The Company granted an aggregate of 295,000 restricted
shares of common stock in January 2025 to a consultant, the Company's directors, officers, and an employee as compensation for services
rendered for the year ended December 31, 2024. The restricted shares award were granted under the 2019 Omnibus Equity Incentive Plan and
vested immediately. The fair value of the award on the date of grant was $ 194,700 which was expensed in full during the year ended December
31, 2024.
During the three months ended March 31,
2025, the Company granted in the aggregate, 265,000 restricted
shares of common stock on March 21, 2025 to a consultant, the company's directors, officers and an employee as compensation for services rendered for the current year. The restricted shares
award were granted under the 2019 Omnibus Equity Incentive Plan and vested immediately. The fair value of the award on the date of
grant was $ 196,100 which
was expensed in full during the three months period ended March 31, 2025.
Retained Earnings – Appropriated
In accordance with the relevant PRC regulations
and the PRC subsidiaries’ Articles of Association, the Company’s PRC subsidiaries are required to allocate its profit after
tax to the following reserve.:
Statutory Reserve
SCHC, SYCI, SHSI 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. As of March 31, 2025, the Company’s statutory
provident fund stood at $ 26.67
million.
14
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 14 – TREASURY STOCK
As of March 31, 2025 and December 31, 2024, the
number of treasury stock of the Company was 285,830 and 285,830 , respectively.
NOTE 15 – STOCK-BASED COMPENSATION
Pursuant to the Company’s 2019 Omnibus Equity
Incentive Plan adopted and approved in 2019 (“2019 Plan”), awards under the 2019 Plan is limited in the aggregate to 2,068,398
shares of our common stock, inclusive of the awards that were previously issued and outstanding under the Company’s 2007 Equity
Incentive Plan, as amended (the “2007 Plan”). Upon adoption and approval of the 2019 Plan, the 2007 Plan was frozen, no new
awards will be granted under the 2007 Plan, and outstanding awards under the 2007 Plan will continue to be governed by the terms and condition
of the 2007 Plan and applicable award agreement. As of March 31, 2025, the number of shares of the Company’s common stock available
for grant of stock options and issuance under the 2019 Plan was 1,801 shares.
The fair value of each option award is estimated
on the date of grant using the Black-Scholes option-pricing model. The risk free rate is based on the yield-to-maturity in continuous
compounding of the US Government Bonds with the time-to-maturity similar to the expected tenor of the option granted, volatility is based
on the annualized historical stock price volatility of the Company, and the expected life is based on the historical option exercise pattern.
For the three months ended March 31, 2025 and 2024, total compensation
costs for options issued recorded in the consolidated statement of loss were $ 0 . There were no related tax benefits as a full valuation
allowance was recorded in the three months ended March 31, 2025 and 2024.
The following table summarizes all Company stock
option transactions between January 1, 2025 and March 31, 2025.
Stock-Based Compensation - Schedule of Stock
Option Activity
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, 2025
—
$ —
$ —
Granted during the period
—
—
—
Exercised during the period
—
—
—
Expired during the period
—
$ —
$ —
Balance, March 31, 2025
—
$ —
$ —
Stock Options and Warrants Outstanding and Exercisable
Weighted Average
Remaining
Outstanding at March 31, 2025
Range of
Exercise Prices
Contractual Life
(Years)
Outstanding and exercisable
—
—
—
All options exercisable and outstanding at March
31, 2025 are fully vested. As of March 31, 2025 there was no unrecognized compensation cost related to outstanding stock options,
The aggregate intrinsic value of options outstanding and exercisable
as of March 31, 2025 and 2024 was $ 0 .
15
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 16 – INCOME TAXES
The Company utilizes the asset and liability method
of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely than not that some portion or all of a deferred
tax asset will not be realized, a valuation allowance is recognized.
(a) United
States (“US”)
United States
Gulf Resources, Inc. may be subject to the United
States of America Tax laws at a tax rate of 21 %. No provision for the US federal income taxes has been made as the Company had no US taxable
income for the three-month periods ended March 31, 2025 and 2024, and management believes that its earnings are permanently invested in
the PRC.
(b) British
Virgin Islands (“BVI”)
Upper Class Group Limited, a subsidiary of Gulf
Resources, Inc., was incorporated in the BVI and, under the current laws of the BVI, it is not subject to tax on income or capital gain
in the BVI. Upper Class Group Limited did not generate assessable profit for the three-month periods ended March 31, 2025 and 2024.
(c) Hong
Kong
Hong Kong
HKJI, a subsidiary of Upper Class Group Limited, was
incorporated in Hong Kong and is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived
from Hong Kong. No provision for income tax has been made as it has no taxable income for the three-month periods ended March
31, 2025 and 2024. The applicable statutory tax rates for the three-month periods ended March 31, 2025 and 2024 are 16.5 %.
There is no dividend withholding tax in Hong Kong.
(d) PRC
PRC
Enterprise income tax (“EIT”) for
SCHC, SYCI, SHSI and DCHC in the PRC is charged at 25 % of the assessable profits.
The operating subsidiaries SCHC, SYCI, DCHC, and
SHSI are wholly foreign-owned enterprises (“FIE”) incorporated in the PRC and are subject to PRC Local Income Tax Law. The
PRC tax losses may be carried forward to be utilized against future taxable profit for ten years for High-tech enterprises and small and
medium-sized enterprises of science and technology and for five years for other companies. Tax losses of the operating subsidiaries of
the Company may be carried forward for five years.
On February 22, 2008, the Ministry of Finance
(“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular
1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a FIE prior to January 1, 2008 to foreign
investor(s) in 2008 will be exempted from withholding tax (“WHT”) while distribution of the profit earned by an FIE after
January 1, 2008 to its foreign investor(s) shall be subject to WHT at 5% effective tax rate.
As of March 31, 2025 and December 31, 2024, the
accumulated distributable earnings under the Generally Accepted Accounting Principles (GAAP”) of PRC that are subject to WHT are
$ 35,315,678 and $ 40,524,183 , respectively. Since the Company intends to reinvest its earnings to further expand its businesses in mainland
China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable
future. Accordingly, as of March 31, 2025 and December 31, 2024, the Company has not recorded any WHT on the cumulative amount of distributable
retained earnings of its foreign invested enterprises that are subject to WHT in China. As of March 31, 2025 and December 31, 2024, the
unrecognized WHT are $ 816,956 and $ 1,078,743 , respectively.
The Company’s income tax returns are subject
to the various tax authorities’ examination. The federal, state and local authorities of the United States may examine the Company’s
income tax returns filed in the United States for three years from the date of filing. The Company’s US income tax returns since
2017 are currently subject to examination.
Inland Revenue Department of Hong Kong (“IRD”)
may examine the Company’s income tax returns filed in Hong Kong for seven years from date of filing. For the years 2012 through
2019, HKJI did not report any taxable income. It did not file any income tax returns during these years except for 2014 and 2018. For
companies which do not have taxable income, IRD typically issues notification to companies requiring them to file income tax returns once
in every four years. The tax returns for 2014 and 2018 are currently subject to examination.
The components of the provision for income tax
benefit (expense) from continuing operations are:
Income Taxes - Schedule of Components of Income Tax Expense Benefit
Three-Month Period Ended March 31,
2025
2024
Current taxes – PRC
$ —
$ —
Deferred tax – PRC entities
—
( 1,270,060 )
Total Income tax (expenses) benefits
$ —
$ ( 1,270,060 )
Significant components of the Company’s
deferred tax assets and liabilities at March 31, 2025 and December 31, 2024 are as follows:
Income Taxes - Schedule of Deferred
Tax Assets and Liabilities
March 31,
December 31,
2025
2024
Deferred tax liabilities
$ —
$ —
Deferred tax assets:
Exploration costs
1,734,410
1,731,920
Allowance
420,144
729,731
Impairment of property plant and equipment
1,688,519
1,686,095
PRC tax losses
10,455,188
9,125,871
US federal net operating loss
1,720,637
1,661,464
Total deferred tax assets
16,018,898
14,935,081
Valuation allowance
( 16,018,898 )
( 14,935,081 )
Net deferred tax asset
$ —
$ —
Deferred tax assets consist of future reversals of existing taxable
temporary differences and adequate future taxable income, exclusive of reversing deductible temporary differences. As of March 31, 2025
and 2024, valuation allowances were mainly provided against deferred tax assets caused by exploration costs and net operating loss where
it was determined it was more likely than not that the benefits of the deferred tax assets will not be realized due to their continuous
losses.
The increase in valuation allowance for the three-month
period ended March 31, 2025 is $ 1,083,817 .
The increase in valuation allowance for the three-month
period ended March 31, 2024 is $ 14,473 .
There were no unrecognized tax benefits and accrual
for uncertain tax positions as of March 31, 2025 and December 31, 2024 and no amounts accrued for penalties and interest for the three
months ended March 31, 2025 and 2024.
NOTE 17 – 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 March 31, 2025 Operating Segment
Bromine *
Crude
Salt *
Chemical
Products
Natural Gas
Segment
Total
Corporate Corporate
Total
Net revenue
(external customers)
$ 1,481,869
$ 122,578
$ —
$ —
$ 1,604,447
$ —
$ 1,604,447
Net revenue
(intersegment)
—
—
—
—
—
—
—
Loss from operations before income expense
( 3,370,836 )
( 554,062 )
( 358,629 )
( 44,844 )
( 4,328,371 )
( 281,836 )
( 4,610,207 )
Income tax (expense) benefit
—
—
—
—
—
—
—
Loss from operations after income taxes(expense) benefit
( 3,370,836 )
( 554,062 )
( 358,629 )
( 44,844 )
( 4,328,371 )
( 281,836 )
( 4,610,207 )
Total assets
79,995,961
46,300,814
38,410,493
929,031
165,636,299
93,640
165,729,939
Depreciation and amortization
3,258,222
644,677
67,663
32,962
4,003,524
—
4,003,524
Capital expenditures
—
—
—
—
—
—
—
Three-Month Period Ended March 31, 2024
Bromine *
Crude
Salt *
Chemical
Products
Natural Gas
Segment
Total
Corporate
Total
Net revenue
(external customers)
$ 1,146,197
$ 116,671
$ —
$ 44,194
$ 1,307,062
$ —
$ 1,307,062
Net revenue
(intersegment)
—
—
—
—
—
—
—
Loss from operations before income expense
( 4,782,815 )
( 75,092 )
( 314,824 )
( 27,709 )
( 5,200,440 )
( 68,979 )
( 5,269,419 )
Income tax (expense) benefit
1,198,071
—
71,989
—
1,270,060
—
1,270,060
Loss from operations after income taxes(expense) benefit
( 3,584,744 )
( 75,092 )
( 242,835 )
( 27,709 )
( 3,930,380 )
( 68,979 )
( 3,999,359 )
Total assets
100,370,933
11,517,576
107,776,242
1,912,377
221,577,128
250,287
221,827,415
Depreciation and amortization
4,449,468
181,891
68,357
33,759
4,733,475
—
4,733,475
Capital expenditures
—
—
—
—
—
—
—
* Certain common production overheads, operating and administrative
expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference
to the average selling price and production volume of the respective segment.
16
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 17 – BUSINESS SEGMENTS – Continued
Three-Month Period Ended March 31,
Reconciliations
2025
2024
Total segment operating loss
$ ( 4,328,371 )
$ ( 5,200,440 )
Corporate costs
( 281,836 )
( 68,979 )
Unrealized gain (loss) on translation of intercompany balance
—
—
Loss from operations
( 4,610,207 )
( 5,269,419 )
Other income
( 19,293 )
11,230
Other Expenses
—
( 4,003 )
Loss before taxes
$ ( 4,629,500 )
$ ( 5,262,192 )
The following table shows the major customers
(10% or more) for the three-month period ended March 31, 2025.
Business Segments - Schedule of
Revenue by Major Customers
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
$ 196
$ 58
$ —
$ 254
15.8 %
2
Shandong Brother Technology Limited
193
36
—
229
14.3 %
3
Shouguang Weidong Chemical Company Limited
197
28
—
225
14.0 %
4
Shandong Shouguangshen Runfa Marine Chemical Company Limited
$ 195
$ —
$ —
$ 195
12.1 %
The following table shows the major customers
(10% or more) for the three-month period ended March 31, 2024.
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
$ 134
$ 63
$ —
$ 197
15.1 %
2
Shouguang Weidong Chemical Company Limited
135
26
—
161
12.3 %
3
Shandong Brother Technology Limited
133
28
—
161
12.3 %
4
Shandong Shouguangshen Runfa Marine Chemical Company Limited
$ 135
$ —
$ —
$ 135
10.3 %
NOTE 18 – CUSTOMER CONCENTRATION
Revenue
Customer Concentration
Product
During the three-month period ended March 31,
2025, the Company sold 62.4 % of its products to its top five customers. As of March 31, 2025, amounts due from these customers were $ 1,462,756 .
During the three-month period ended March 31,
2024, the Company sold 55 % of its products to its top five customers. As of March 31, 2024, amounts due from these customers were $ 2,803,534 .
NOTE 19 – MAJOR SUPPLIERS
Product Concentration
Cost of Goods
During the three-month period ended March 31,
2025, the Company purchased 100 % of its raw materials from its top three suppliers. As of March 31, 2025, amounts due to those
suppliers were $ 390,250 .
During the three-month period ended March 31,
2024, the Company purchased 100 % of its raw materials from its top three suppliers. As of March 31, 2024, amounts due to those
suppliers were $ 207,431 .
NOTE 20 – LOSS CONTINGENCIES
Settled Litigation
On or about August 3, 2018, written decisions
of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa
Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018]
No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”)
by Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent respectively thereof. The
Decisions challenged the land use of Factory nos. 2, 9, 7, 4, 8 and 10, respectively, and alleged, among other things, that SCHC had illegally
occupied and used the land in the total area of approximately 52,674 square meter, on which Factory nos. 2, 9, 7, 4, 8 and 10 were built,
respectively. The Written Decisions ordered SCHC, among other things, to return the land subject to the Written Decisions to its respective
legal owner, restore the land to its original state, and demolish or confiscate all the buildings and facilities thereon and pay monetary
penalty of approximately RMB 1.3 million ($184,000) in the aggregate. Each of the Written Decisions shall be executed within 15 days upon
serving on SCHC. Additional interest penalty shall be imposed at a daily rate of 3% in the event that SCHC does not make the monetary
penalty payment in a timely manner. Subsequently, the Bureau filed enforcement actions to the People’s Court of Shouguang City,
Shandong Province (the “Court”), naming SCHC as enforcement respondent and alleged, among other things, that SCHC failed to
perform its obligations under each of the Written Decisions within the specified timeframe. The enforcement proceedings sought court orders
to enforce the Written Decisions. On May 5, 2019, written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 384,
(2019) Lu 0783 Xing Shen No. 385, (2019) Lu 0783 Xing Shen No. 389, (2019) Lu 0783 Xing Shen No. 390, (2019) Lu 0783 Xing Shen No. 393,
and (2019) Lu 0783 Xing Shen No. 394, respectively (together, the “Court Rulings”) were made by the Court in favor of the
Bureau. The Court orders, among other relief, to enforce each of the Written Decisions, to return each subject land to its legal owners
and demolish or confiscate the buildings and facilities thereon and restore the land to its original state within 10 days from the service
of the Court Rulings on SCHC. The Court Rulings became enforceable immediately upon service on SCHC on May 5, 2019.
In the last twenty years, to the Company’s
knowledge, there were no government regulations requiring bromine manufacturers to obtain land use and planning approval document. As
such, the Company believes most of the bromine manufacturers in Shouguang City do not have land use and planning approval documents and
lease their land parcels from the village associations. They are facing the same issues in connection with land use and planning as the
Company. To the Company’s knowledge, the local government has submitted its plan to solve the issues to higher authority and are
waiting for approval from the higher authority.
The Company is in the process of resolving the
issues in connection with SCHC’s land use and planning diligently. The Company has been in discussions closely with the local government
authorities with the help from Shouguang City Bromine Association to seek reliefs and, based on verbal confirmation by local government
authorities, believes the administrative penalties imposed by the Bureau according to the Written Decisions are being re-assessed by local
government authorities and may be revoked. Pursuant to a Written Application dated October 28, 2019 addressed to the Court by the Bureau,
the Bureau withdrew its application for the enforcement proceedings regarding the administrative penalty imposed on Factory No. 7, Factory
No. 8 and Factory No.10. Pursuant to a written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 389 Zhi Yi, dated
November 25, 2020, the Court orders to terminate the enforcement of the case captioned (2019) Lu 0783 Xing Shen No. 389. Production of
Factory No. 7 was allowed to resume in April 2019. The Company received a notification from the Shouguang City Government in February
2019 informing the Company that Factory No. 1, No.4, No. 7 and No. 9 have passed inspection and were approved to resume operation
In addition, on August 28, 2019, the People’s
Government of Shandong Province, issued a regulation titled “Investment Project Management Requirements of Chemical Companies in
Shandong Province” permitting the construction of facilities on existing sites or infrastructure of bromine manufacturing and other
chemical industry-related types of projects (clause 11 of section 3). The Company believes that the goal of the government is to standardize
and regulate the industry and not to demolish the facilities or penalize the manufacturers. As of the date of this report, the Company
has not been notified by the local government that it will take any measure to enforce the administrative penalties. Based on information
known to date, the Company believes that it is remote that the Written Decisions or Court Rulings will be enforced within the expected
timeframe and a material penalty or costs and expenses against the Company will result. However, there can be no assurance that there
will not be any further enforcement action, the occurrence of which may result in further liabilities, penalties and operational disruption.
In view of the above facts and circumstances,
the Company believes that it is not necessary to accrue for any estimated losses or impairment as of March 31, 2025.
NOTE 21 - SUBSEQUENT EVENT
Not Applicable .
17
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.