GULF RESOURCES, INC. - Quarter Report: 2015 September (Form 10-Q)

Unassociated Document

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, 2015

	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 4, 2015, the registrant had outstanding 46,007,120 shares of common stock.

Table of Contents

Part I – Financial Information
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk	40
Item 4. Controls and Procedures	40
Part II – Other Information
Item 1. Legal Proceedings	40
Item 1A. Risk Factors	41
Item 2. Unregistered Shares of Equity Securities and Use of Proceeds	41
Item 3. Defaults Upon Senior Securities	41
Item 4. Mine Safety Disclosures	41
Item 5. Other Information	41
Item 6. Exhibits	41
Signatures	42

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars)

	September 30, 2015 Unaudited			December 31, 2014 Audited
Current Assets
Cash	$	120,892,138		$	146,585,601
Accounts receivable		74,279,887			41,997,862
Inventories		7,370,051			5,367,868
Prepayments and deposits		11,698			86,301
Prepaid land leases		311,895			51,024
Other receivable		559			38,272
Deferred tax assets		831			864
Total Current Assets		202,867,059			194,127,792
Non-Current Assets
Property, plant and equipment, net		125,441,613			124,350,781
Property, plant and equipment under capital leases, net		1,031,997			1,339,602
Prepaid land leases, net of current portion		5,309,456			733,560
Deferred tax assets		2,416,369			2,430,417
Goodwill		30,173,391			-
Total non-current assets		164,372,826			128,854,360
Total Assets	$	367,239,885		$	322,982,152

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	19,763,798		$	4,004,728
Retention payable		563,759			326,959
Capital lease obligation, current portion		155,296			205,128
Taxes payable		5,815,909			3,545,429
Total Current Liabilities		26,298,762			8,082,244
Non-Current Liabilities
Capital lease obligation, net of current portion		2,609,023			2,826,495
Total Liabilities	$	28,907,785		$	10,908,739

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; 46,276,269 and 38,911,014 shares issued; and 46,007,120 and 38,672,865 shares outstanding as of September 30, 2015 and December 31, 2014, respectively		23,139			19,456
Treasury stock; 269,149 and 238,149 shares as of September 30, 2015 and December 31, 2014 at cost		(599,441	)		(561,728	)
Additional paid-in capital		94,102,765			80,380,008
Retained earnings unappropriated		208,580,627			183,480,402
Retained earnings appropriated		19,748,120			18,078,392
Accumulated other comprehensive income		16,476,890			30,676,883
Total Stockholders’ Equity		338,332,100			312,073,413
Total Liabilities and Stockholders’ Equity	$	367,239,885		$	322,982,152

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

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,
	2015			2014			2015			2014

NET REVENUE
Net revenue	$	42,601,598		$	31,106,964		$	126,862,497		$	88,451,954

OPERATING INCOME (EXPENSES)
Cost of net revenue		(27,000,576	)		(21,901,056	)		(84,761,554	)		(63,202,383	)
Sales, marketing and other operating expenses		(91,919	)		(29,064	)		(294,095	)		(78,793	)
Research and development cost		(69,403	)		(30,985	)		(181,108	)		(94,323	)
Exploration cost		-			-			(325,840	)		-
Write-off/Impairment on property, plant and equipment		(819,701	)		(673,705	)		(819,701	)		(673,705	)
Loss from disposal of property , plant and equipment		-			-			-			(9,866	)
General and administrative expenses		(831,955	)		(1,894,507	)		(5,247,318	)		(4,916,626	)
Other operating income		115,114			116,942			342,317			351,547
		(28,698,440	)		(24,412,375	)		(91,287,299	)		(68,624,149	)

INCOME FROM OPERATIONS		13,903,158			6,694,589			35,575,198			19,827,805

OTHER INCOME (EXPENSE)
Interest expense		(46,675	)		(48,950	)		(148,541	)		(154,090	)
Interest income		113,311			125,625			348,454			351,271
INCOME BEFORE TAXES		13,969,794			6,771,264			35,775,111			20,024,986

INCOME TAXES		(3,290,372	)		(1,732,861	)		(9,005,158	)		(5,035,433	)
NET INCOME	$	10,679,422		$	5,038,403		$	26,769,953		$	14,989,553

COMPREHENSIVE INCOME:
NET INCOME	$	10,679,422		$	5,038,403		$	26,769,953		$	14,989,553
OTHER COMPREHENSIVE INCOME (LOSS)
- Foreign currency translation adjustments		(14,565,025	)		24,054			(14,199,993	)		(2,915,066	)
COMPREHENSIVE INCOME/(LOSS)	$	(3,885,603	)	$	5,062,457		$	12,569,960		$	12,074,487

EARNINGS PER SHARE:
BASIC	$	0.23		$	0.13		$	0.60		$	0.39
DILUTED	$	0.23		$	0.13		$	0.58		$	0.38

WEIGHTED AVERAGE NUMBER OF SHARES:

BASIC		46,007,120			38,726,415			44,884,268			38,684,220
DILUTED		46,905,362			39,297,334			45,854,130			39,305,975

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2015

(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, 2014 Audited		38,911,014		38,672,865		238,149	$	19,456	$	(561,728	)	$	80,380,008		$	183,480,402		$	18,078,392	$	30,676,883		$	312,073,413
Translation adjustment	-			-		-	-					-			-			-			(14,199,993	)		(14,199,993	)
Common stock repurchased		-		(31,000		31,000		-		(37,713	)		-			-			-		-			(37,713	)
Cashless exercise of stock options		97,244		97,244		-		49		-			(49	)		-			-		-			-
Issuance of stock options to employees and directors		-		-		-		-		-			353,300			-			-		-			353,300
Common stock issued for business acquisition		7,268,011		7,268,011		-		3,634		-			13,369,506			-			-		-			13,373,140
Net income for nine-month period ended September 30, 2015	-			-		-	-			-		-			26,769,953				-	-				26,769,953
Transfer to statutory common reserve fund		-		-		-		-		-			-			(1,669,728	)		1,669,728		-			-
BALANCE AT SEPTEMBER 30, 2015 Unaudited		46,276,269		46,007,120		269,149	$	23,139	$	(599,441	)	$	94,102,765		$	208,580,627		$	19,748,120	$	16,476,890		$	338,332,100

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars)

(UNAUDITED)

	Nine-Month Period Ended September 30,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	26,769,953		$	14,989,553
Adjustments to reconcile net income to net cash provided by operating activities:
Interest on capital lease obligation		147,808			153,630
Amortization of prepaid land leases		510,506			435,642
Depreciation and amortization		21,954,512			20,602,061
Write-off/Impairment loss on property, plant and equipment		819,701			673,705
Loss from disposal of property, plant and equipment		-			9,866
Currency translation adjustment on inter-company balances		(1,037,429	)		(237,028	)
Stock-based compensation expense		353,300			30,000
Deferred tax asset		(81,460	)		-
Changes in assets and liabilities:
Accounts receivable		(15,762,057	)		(3,830,608	)
Inventories		(623,454	)		(22,314	)
Prepayments and deposits		80,711			(249,255	)
Other receivable		37,713			-
Accounts payable and accrued expenses		(56,477	)		747,789
Retention payable		248,266			113,935
Taxes payable		1,554,226			(940,835	)
Net cash provided by operating activities		34,915,819			32,476,141

CASH FLOWS USED IN INVESTING ACTIVITIES
Additions of prepaid land leases		(683,129	)		(664,106	)
Proceeds from sales of property, plant and equipment		-			21,514
Purchase of property, plant and equipment		(2,792,700	)		(6,459,250	)
Consideration paid for business acquisition		(66,305,606	)		-
Cash acquired from acquisition		14,074,720			-
Net cash used in investing activities		(55,706,715	)		(7,101,842	)

CASH FLOWS USED IN FINANCING ACTIVITIES
Repayment of capital lease obligation		(306,683	)		(304,806	)
Repurchase of common stock		(37,713	)		-
Net cash used in financing activities		(344,396	)		(304,806	)

EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(4,558,171	)		(1,031,745	)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		(25,693,463	)		24,037,748
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		146,585,601			107,828,800
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	120,892,138		$	131,866,548

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes	$	7,527,690		$	5,865,449
SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INVESTING AND FINANCING ACTIVITIES
Issuance of common stock upon cashless exercise of options	$	49		$	73
Issuance of common stock for acquisition of business	$	13,373,140			-

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(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 Delaware corporation and its subsidiaries (collectively, the “Company”), without audit, 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, 2015 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 2014 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 the 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 ShouguangYuxin Chemical Industry Co., Limited (“SYCI”) and Shouguang City Rongyuan Chemical Co, Ltd (“SCRC”). All material intercompany transactions have been eliminated on consolidation.

(b) Nature of the Business

The Company manufactures and trades bromine and crude salt through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited ("SCHC"), manufactures chemical products for use in the oil industry, pesticides and paper manufacturing industry through its wholly-owned subsidiary, ShouguangYuxin Chemical Industry Co., Limited ("SYCI"), andmanufactures 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”).

As of September 30, 2015 and December 31, 2014, allowances for doubtful accounts were nil. No allowances for doubtful accounts were charged to the income statement for the three-month and nine-month periods ended September 30, 2015 and 2014.

(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 and China Merchants Bank Company Limited, which are not insured or otherwise protected. The Company placed $120,892,138 and $146,585,601 with these institutions as of September 30, 2015 and December 31, 2014, 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 and due to the generally short payment terms. Approximately 63.7% and 66.5% of the balances of accounts receivable as of September 30, 2015 and December 31, 2014, respectively, were outstanding for less than or equal to 90 days. For the balances of accounts receivable aged more than 90 days as of September 30, 2015, approximately 69% was settled in October 2015.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(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 progress 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 progress, 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		8

Property, plant and equipment under capital leases 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 scheme at the applicable rate based on the employees’ salaries. The required contributions under the retirement plans are charged to the consolidated income statement on an accrual basis when they are due. The Company’s contributions totaled $258,977 and $193,764 for the three-month period ended September 30, 2015 and 2014, respectively, and totaled $727,526 and $512,794 for the nine-month period ended September 30, 2015 and 2014, 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, 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.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(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, 2014, certain property, plant and machinery, with net book values of $673,705 were replaced during the third phase 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 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 332,973 and 2,229,731 shares for the three-month period ended September 30, 2015 and 2014, respectively, and amounted to 307,012 and 1,931,556 shares for the nine-month period ended September 30, 2015 and 2014, 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.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(Expressed in U.S. dollars)

(UNAUDITED)

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

(i) Basic and Diluted Net Income 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,
	2015		2014			2015		2014
Numerator
Net income	$	10,679,422	$	5,038,403	$	26,769,953	$	14,989,553

Denominator
Basic: Weighted-average common shares outstanding during the period		46,007,120		38,726,415		44,884,268		38,684,220
Add: Dilutive effect of stock options		898,242		570,919		969,862		621,755
Diluted		46,905,362		39,297,334		45,854,130		39,305,975

Net income per share
Basic	$	0.23	$	0.13	$	0.60	$	0.39
Diluted	$	0.23	$	0.13	$	0.58	$	0.38

(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 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.

(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

No accounting standards and guidance with an effective date during the three-month and nine-month periods ended September 30, 2015 or issued during 2015 had or are expected to have a significant impact on the Company’s consolidated financial statements through 2017.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(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 SCRC for a total consideration of $79,678,746 to be settled in cash and in the shares of the commons 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 7,268,011 shares of its common stock, par value $0.0005 per share (the “Shares”), at a 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 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 day of the closing of the agreement. There is no change in the number of shares issued. The total purchase consideration consisted of $66,305,606 in cash and $13,373,140 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		30,173,391
Accounts payable and accrued expenses		(8,670,568	)
Taxes payable		(963,458	)
Cumulative translation adjustment		1,278,880
Total purchase price	$	79,678,746

The net revenue and net income of SCRC since the acquisition date that are included in the condensed consolidated statement of income for the three months ended September 30, 2015 are $11,829,929 and $3,003,994. The net revenue and net income of SCRC since the acquisition date that are included in the condensed consolidated statement of income for the nine months ended September 30, 2015 are $40,418,261 and $10,202,563.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 condensed consolidated statement of income for the nine months ended September 30, 2015.

The following table shows supplemental information of the results of operations on a pro forma basis for the nine months ended September 31, 2015 and 2014, 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, 2015		September 30, 2014
Net Revenue	$	132,576,760	$	127,327,152
Net Income	$	28,239,987	$	24,611,499
EARNINGS PER SHARE
-Basic	$	0.61	$	0.54
-Diluted	$	0.60	$	0.53

The pro forma information for all periods 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, 2015			December 31, 2014

Raw materials	$	1,022,750		$	625,160
Finished goods		5,247,548			4,746,163
Work-in-process		1,103,076			-
Allowance for obsolete and slow-moving inventory		(3,323	)		(3,455	)
	$	7,370,051		$	5,367,868

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 office premises, 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, 2015 and 2014, amortization of prepaid land lease totaled $257,083 and $234,231, respectively, which were recorded as cost of net revenue. During the nine-month period ended September 30, 2015 and 2014, amortization of prepaid land lease totaled $511,170 and $435,642, respectively, which 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 government authority. For parcels of land that are collectively owned by local townships, the Company could not obtain land use rights certificates. The parcels of land that the Company could not obtain land use rights certificates cover a total of approximately 59.43 square kilometers with an aggregate carrying value of $943,089 and approximately 59.39 square kilometers with an aggregate carrying value of $742,820 as at September 30, 2015 and December 31, 2014, respectively.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET

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

	September 30, 2015			December 31, 2014
At cost:
Mineral rights	$	6,258,632		$	6,506,668
Buildings		70,127,755			53,231,127
Plant and machinery		187,202,515			177,485,689
Motor vehicles		9,031			9,389
Furniture, fixtures and office equipment		4,965,702			4,884,991
Total		268,563,635			242,117,864
Less: Accumulated depreciation and amortization		(143,122,022	)		(117,767,083	)
Net book value	$	125,441,613		$	124,350,781

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 $44,165,130 and $37,219,221 as at September 30, 2015 and December 31, 2014, respectively.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(Expressed in U.S. dollars)

(UNAUDITED)

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET – Continued

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 three-month period ended September 30, 2014, depreciation and amortization expense totaled $6,704,711, of which $6,189,046 and $515,665 were recorded as cost of net revenue 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. During the nine-month period ended September 30, 2014, depreciation and amortization expense totaled $20,336,460, of which $19,180,021 and $1,156,439 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, 2015			December 31, 2014
At cost:
Buildings	$	129,362		$	134,489
Plant and machinery		2,431,638			2,528,007
Total		2,561,000			2,662,496
Less: Accumulated depreciation and amortization		(1,529,003	)		(1,322,894	)
Net book value	$	1,031,997		$	1,339,602

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, 2015 and 2014, depreciation and amortization expense totaled $86,970 and $88,352, respectively, which was recorded as cost of net revenue. During the nine-month period ended September 30, 2015 and 2014, depreciation and amortization expense totaled $264,474 and $265,601, 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, 2015		December 31, 2014
Accounts payable	$	11,062,550	$	3,181,465
Salary payable		273,410		234,932
Social security insurance contribution payable		116,914		89,232
Construction cost payable		7,666,742		-
Other payables		644,182		499,099
Total	$	19,763,798	$	4,004,728

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(Expressed in U.S. dollars)

(UNAUDITED)

NOTE 8 – RELATED PARTY TRANSACTIONS

During the three-month and nine-month periods ended September 30, 2015, the Company borrowed $220,000 and $740,000, 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 was unsecured, interest free and repayable on demand and was fully settled in the three-month period ended September 30, 2015. There was no balance owing to Jiaxing Lighting as of September 30, 2015 and December 31, 2014.

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 expense associated with this agreement for the three- month period ended September 30, 2015 and 2014 were $24,936 and $25,332. The expense associated with this agreement for the nine- month period ended September 30, 2015 and 2014 were $75,829 and $76,152.

NOTE 9 – TAXES PAYABLE

Taxes payable consists of the following:

	September 30, 2015		December 31, 2014
Income tax payable	$	3,304,992	$	1,388,341
Mineral resource compensation fee payable		339,639		292,026
Value added tax payable		1,023,139		724,915
Land use right tax payable		923,146		949,544
Other tax payables		224,993		190,603
Total	$	5,815,909	$	3,545,429

NOTE 10 – CAPITAL LEASE OBLIGATIONS

The components of capital lease obligations are as follows:

	Imputed	September 30,			December 31,
	Interest rate	2015			2014
Total capital lease obligations	6.7%	$	2,764,319		$	3,031,623
Less: Current portion			(155,296	)		(205,128	)
Capital lease obligations, net of current portion		$	2,609,023		$	2,826,495

Interest expenses from capital lease obligations amounted to $46,348 and $48,863 for the three-month period ended September 30, 2015 and 2014, respectively, which were charged to the income statements. Interest expenses from capital lease obligations amounted to $147,808 and $153,630 for the nine-month period ended September 30, 2015 and 2014, respectively, which were charged to the income statements.

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 comment stocks 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 and 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, 2015 and December 31, 2014.

(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 its profit after tax to the following reserve:

Statutory Common Reserve Funds

SCHC, SYCI and SCRC 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, 2015 for SCHC, SYCI and SCRC is 39%, 50% and 7% 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 approval of the Board of Directors. The Company recorded the entire purchase price of the treasury stock as a reduction of equity.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(Expressed in U.S. dollars)

(UNAUDITED)

NOTE 13 – STOCK-BASED COMPENSATION

Pursuant to the Company’s Amended and Restated 2007 Equity Incentive Plan, the total aggregate number of shares of the Company’s common stock reserved for issuance is 4,341,989 shares. As of September 30, 2015, the number of shares of the Company’s common stock available for issuance is 1,048,489.

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 estimated based on historical share option exercise experience as prescribed in FASB ASC 718.

In early March 2015, 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 $1.66 per share and the options vested immediately. The options were valued at $7,400 fair value, with assumed 73.55% volatility, a three-year expiration term with an expected tenor of 1.49 years, a risk free rate of 0.42% and no dividend yield. For the three-month period ended March 31, 2015, $7,400 was recognized as general and administrative expenses.

On April 8, 2015, the Company granted to 17 management staff options to purchase 275,000 shares of the Company’s common stock, respectively, at an exercise price of $1.428 per share and the options vested immediately. The options were valued at $146,400 fair value, respectively, with assumed 68.70% volatility, a four-year expiration term with an expected tenor of 0.94 years, a risk free rate of 0.20% and no dividend yield.

On April 8, 2015, the Company granted to 3 director options to purchase 300,000 shares of the Company’s common stock, respectively, at an exercise price of $1.428 per share and the options vested immediately. The options were valued at $181,400 fair value, respectively, with assumed 65.71% volatility, a four-year expiration term with an expected tenor of 1.30 years, a risk free rate of 0.31% and no dividend yield.

On May 7, 2015, 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 $2.550 per share and the options vested immediately. The options were valued at $8,600 fair value, with assumed 69.32% volatility, a three-year expiration term with an expected tenor of 0.97 years, a risk free rate of 0.23% and no dividend yield.

On July 1, 2015, 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 $2.07 per share and the options vested immediately. The options were valued at $9,500 fair value, with assumed 67.05% volatility, a three-year expiration term with an expected tenor of 1.33 years, a risk free rate of 0.41% and no dividend yield.

The following table summarizes all Company stock option transactions between January 1, 2015 and September 30, 2015.

	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, 2015		2,744,000		$2.38	$	0.95 - $12.60
Granted and vested during the period Ended September 30, 2015		612,500		$1.47	$	1.43-2.55
Exercised during the period ended September 30, 2015		(182,500	)	$1.12	$	0.95-1.66
Expired during the period ended September 30, 2015		(817,500	)	$4.86	$	2.06-4.97
Balance, September 30, 2015		2,356,500		$1.38	$	0.95 - $12.60

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(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, 2015	Range of Exercise Prices	Contractual Life (Years)
Exercisable and outstanding	2,356,500	$0.95 - $12.60	2.36

The aggregate intrinsic value of options outstanding and exercisable as of September 30, 2015 was $736,442.

The total intrinsic value of options exercised was $236,535 and $400,954 for the nine months ended September 30, 2015 and 2014.

Intrinsic value is calculated as the difference between the exercise price of the underlying award and the closing market price of the stock of the Company as of September 30, 2014 for options outstanding and exercisable as of September 30, 2015, and the closing market price of the stock of the Company as of the date of exercise for options exercised.

During the nine months ended September 30, 2015, 97,244 shares of common stock were issued upon cashless exercise of 182,500 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. is 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, 2015 and 2014, 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, 2015 and 2014.

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, 2015 and 2014. The applicable statutory tax rates for the three-month and nine-month periods ended September 30, 2015 and 2014 are 16.5%. There is no dividend withholding tax in Hong Kong.

(d) PRC

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

The operating subsidiaries SCHC, SYCI and SCRC 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, 2015 and December 31, 2014, the accumulated distributable earnings under the Generally Accepted Accounting Principles (GAAP”) of PRC are $259,398,916 and $242,440,917, 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, 2015 and December 31, 2014, 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, 2015 and December 31, 2014, the unrecognized WHT are $11,899,270 and $11,008,938, respectively.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(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 2011 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 since incorporation in year 2008 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,
	2015			2014			2015				2014
Current taxes – PRC		$	3,290,372		$	1,732,861		$	9,086,618			$	5,035,433
Deferred taxes – PRC			-			-			(81,460	)			-
		$	3,290,372		$	1,732,861		$	9,005,158			$	5,035,433

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	2015	2014		2015		2014
Statutory income tax rate	25%		25%		25%		25%
Non-taxable item	(1%)		0%		(0.7%)		0%
Change in valuation allowance - US federal net operating loss	0%		1%		0.7%		0%
Effective tax rate	24%		26%		25%		25%

Significant components of the Company’s deferred tax assets and liabilities at September 30, 2015 and December 30, 2014 are as follows:

	September 30, 2015			December 31, 2014
Deferred tax liabilities	$	-		$	-

Deferred tax assets:
Allowance for obsolete and slow-moving inventories	$	831		$	864
Impairment on property, plant and equipment		459,228			477,427
Exploration costs		1,957,141			1,952,990
Compensation costs of unexercised stock options		621,707			1,427,296
US federal net operating loss		10,013,893			9,692,379
Total deferred tax assets		13,052,800			13,550,956
Valuation allowance		(10,635,600	)		(11,119,675	)
Net deferred tax asset	$	2,417,200		$	2,431,281

Current deferred tax asset	$	831		$	864
Long-term deferred tax asset	$	2,416,369		$	2,430,417

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(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, 2015 and 2014 is $70,320 and $57,219, respectively.

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

The increase in valuation allowance for the nine-month period ended September 30, 2014 is $276,646.

There were no unrecognized tax benefits and accrual for uncertain tax positions as of September 30, 2015 and December 31, 2014.

NOTE 15 – BUSINESS SEGMENTS

The Company has three reportable segments: bromine, crude salt and chemical products. 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, 2015	Bromine*		Crude Salt*		Chemical Products		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		932,211		231,354		2,126,807		3,290,372		-		3,290,372
Income from operations after taxes		3,375,498		119,897		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

Three-Month Period Ended September 30, 2014	Bromine*		Crude Salt*			Chemical Products		Segment Total		Corporate		Total
Net revenue (external customers)	$	15,973,528	$	2,655,028		$	12,478,408	$	31,106,964	$	-	$	31,106,964
Net revenue (intersegment)		832,946		-			-		832,946		-		832,946
Income (loss) from operations before taxes		3,131,684		(431,901			4,161,811		6,861,594		(167,005		6,694,589
Income taxes		793,882		(109,510	)		1,048,489		1,732,861		-		1,732,861
Income (loss) from operations after taxes		2,337,802		(322,391			3,113,322		5,128,733		(167,005		4,961,728
Total assets		190,832,648		54,799,590			75,322,416		320,954,654		43,825		320,998,479
Depreciation and amortization		4,266,547		1,638,806			887,710		6,793,063		-		6,793,063
Capital expenditures		5,342,659		1,116,591			-		6,459,250		-		6,459,250

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(Expressed in U.S. dollars)

(UNAUDITED)

NOTE 15 – BUSINESS SEGMENTS – Continued

Nine-Month Period Ended September 30, 2015	Bromine*		Crude Salt*		Chemical Products		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		1,959,513		412,092		6,633,553		9,005,158		-			9,005,158
Income (loss) from operations after taxes		6,991,082		122,668		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

Nine-Month Period Ended September 30, 2014	Bromine*		Crude Salt*		Chemical Products		Segment Total		Corporate			Total
Net revenue (external customers)	$	43,950,056	$	8,012,368	$	36,489,530	$	88,451,954	$	-		$	88,451,954
Net revenue (intersegment)		2,453,779		-		-		2,453,779		-			2,453,779
Income (loss) from operations before taxes		7,748,981		94,609		12,123,116		19,966,706		(138,901	)		19,827,805
Income taxes		1,964,367		17,483		3,053,583		5,035,433		-			5,035,433
Income (loss) from operations after taxes		5,784,614		77,126		9,069,533		14,931,273		(138,901	)		14,792,372
Total assets		190,832,648		54,799,590		75,322,416		320,954,654		43,825			320,998,479
Depreciation and amortization		13,194,940		4,738,524		2,668,597		20,602,061		-			20,602,061
Capital expenditures		5,342,659		1,116,591		-		6,459,250		-			6,459,250

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

	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
Reconciliations	2015			2014			2015			2014
Total segment operating income	$	13,052,144		$	6,861,594		$	35,690,933		$	19,966,706
Corporate costs		(210,707	)		(165,386	)		(1,153,164	)		(375,929	)
Unrealized translation difference		1,061,721			(1,619	)		1,037,429			237,028
Income from operations		13,903,158			6,694,589			35,575,198			19,827,805
Other income, net of expense		66,636			76,675			199,913			197,181
Income before taxes	$	13,969,794		$	6,771,264		$	35,775,111		$	20,024,986

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

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

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2014.

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	$	2,212	$	673	$	1,916	$	4,801		15.4%
TOTAL		$	2,212	$	673	$	1,916	$	4,801		15.4%

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2014.

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	$	6,300	$	1,936	$	5,237	$	13,473		15.2%
TOTAL		$	6,300	$	1,936	$	5,237	$	13,473		15.2%

NOTE 16 – MAJOR SUPPLIERS

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. During the three-month and nine-month periods ended September 30, 2014, the Company purchased 89.0% and 89.6% of its raw materials from its top five suppliers, respectively. As of September 30, 2014, amounts due to those suppliers included in accounts payable were $3,710,837.This concentration makes the Company vulnerable to a near-term severe impact, should the relationships be terminated.

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(Expressed in U.S. dollars)

(UNAUDITED)

NOTE 17 – 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, 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. During the three-month and nine-month periods ended September 30, 2014, the Company sold 42.4% of its products to its top five customers, respectively. As of September 30, 2014, amounts due from these customers were $24,632,838. 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, 2015 and December 31, 2014.

NOTE 19 – CAPITAL COMMITMENT AND OPERATING LEASE COMMITMENTS

As of September 30, 2014, the Company leased a 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 capital lease. The future minimum lease payments required under capital lease, together with the present value of such payments, are included in the table show below.

The Company has leased ten pieces of land under non-cancelable operating leases, which are fixed in rentals and expired through December 2021, December 2022, December 2030, December 2031, December 2032, December 2040, February 2059, August 2059 and June 2060, respectively. The Company accounts for the leases as operating leases.

The following table sets forth the Company’s contractual obligations as of September 30, 2015:

	Capital Lease Obligations			Operating Lease Obligations		Property Management Fees
Payable within:
the next 12 months	$	295,064		$	973,452	$	98,071
the next 13 to 24 months		295,064			995,561		98,071
the next 25 to 36 months		295,064			1,015,738		24,518
the next 37 to 48 months		295,064			1,039,879		-
the next 49 to 60 months		295,064			1,062,035		-
thereafter		2,950,646			19,059,308		-
Total	$	4,425,966		$	24,145,973	$	220,660
Less: Amount representing interest		(1,661,647	)
Present value of net minimum lease payments	$	2,764,319

Table of Contents

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(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 $267,281 and $244,097, which were charged to the income statements for the three-month ended September 30, 2015 and 2014, respectively. Rental expenses related to operating leases of the Company amounted to $810,983 and $733,138, which were charged to the income statements for the nine-month ended September 30, 2015 and 2014, respectively.

NOTE 20 – SUBSEQUENT EVENT

During the annual general meeting on October 5, 2015, the following were approved:

a)	amendment to the Company’s Amended and Restated 2007 Equity Incentive Plan to increase the number of Shares of Common Stock authorized for issuance under the Plan by 6,000,000 shares; and

b)	reincorporation of the Company from Delaware to Nevada which will be effected through the merger of the Company into a newly formed Nevada Corporation that is a wholly owned subsidiary of the Company.

The reincorporation will eliminate the Company’s obligation to pay the annual Delaware franchise tax resulting in significant savings to the Company in the long term. There will be no change in the Company’s business, management, employees, headquarters, benefit plans, assets, liabilities or net worth (other than as a result of the costs incidental to the reincorporation which is expected to be immaterial).

Table of Contents

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

Cautionary Note Regarding Forward-Looking Statements

The discussion below contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have used words such as “believes,” “intends,” “anticipates,” “expects” and similar expressions to identify forward-looking statements. These statements are based on information currently available to us and are subject to a number of risks and uncertainties that may cause our actual results of operations, financial condition, cash flows, performance, business prospects and opportunities and the timing of certain events to differ materially from those expressed in, or implied by, these statements. These risks, uncertainties and other factors include, without limitation, those matters discussed in Item 1A of Part I of our 2014 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 2014 Form 10-K and Item 1A, “Risk Factors” for the year ended December 31, 2014.

Overview

Gulf Resources conducts operations through its three wholly-owned China subsidiaries, SCHC, SYCI and SCRC. Our business is also reported in these three segments, Bromine, Crude Salt, and Chemical Products.

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.

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.

Table of Contents

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.

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

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

Table of Contents

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, 2015 and 2014.

Comparison of the Three-Month Period Ended September 30, 2015 and 2014

	Three-Month Period Ended September 30, 2015			Three-Month Period Ended September 30, 2014			% Change
Net revenue	$	42,601,598		$	31,106,964		37	%
Cost of net revenue	$	(27,000,576	)	$	(21,901,056	)	23	%
Gross profit	$	15,601,022		$	9,205,908		69	%
Sales, marketing and other operating expenses	$	(91,919	)	$	(29,064	)	216	%
Research and development costs	$	(69,403	)	$	(30,985	)	124	%
Write-off/Impairment on property, plant and equipment	$	(819,701	)	$	(673,705	)	22	%
General and administrative expenses	$	(831,955	)	$	(1,894,507	)	(56	%)
Other operating income	$	115,114		$	116,942		(2	%)
Income from operations	$	13,903,158		$	6,694,589		108	%
Other income, net	$	66,636		$	76,675		(13	%)
Income before taxes	$	13,969,794		$	6,771,264		106	%
Income taxes	$	(3,290,372	)	$	(1,732,861	)	90	%
Net income	$	10,679,422		$	5,038,403		112	%

Net revenue. Net revenue was $42,601,598 for three-month period ended September 30, 2015, an increase of approximately 11.5 million (or 37%) as compared to the same period in 2014. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $11,829,929 to our net revenue for the three-month period ended September 30, 2015.

Revenue from the bromine products segment decreased from $15,973,528 for the three-month period ended September 30, 2014 to $14,940,666 for the same period in 2015, a decrease of approximately 6.5%. Revenue from the crude salt segment increased from $2,655,028 for the three-month period ended September 30, 2014 to $3,032,201 for the same period in 2015, an increase of approximately 14.2%.

Revenue from the chemical segment increased from $12,478,408 for the three-month period ended September 30, 2014 to $24,628,731 for the same period in 2015, an increase of approximately 97.4%.

	Net Revenue by Segment
	Three-Month Period Ended					Three-Month Period Ended					Percent change Increase/ (Decrease)
	September 30, 2015					September 30, 2014					of Net Revenue
Segment			% of total					% of total
Bromine	$	14,940,666		35	%	$	15,973,528		51	%		(6.5	%)
Crude Salt	$	3,032,201		7	%	$	2,655,028		9	%		14.2	%
Chemical Products	$	24,628,731		58	%	$	12,478,408		40	%		97.4	%
Total sales	$	42,601,598		100	%	$	31,106,964		51	%		37.0	%

Bromine and crude salt segments	Three-Month Period Ended				Percentage Change
product sold in tonnes	September 30, 2015		September 30, 2014		Decrease
Bromine (excluded volume sold to SYCI and SCRC after acquisition in January 2015)		4,726		5,596		(16	%)
Crude Salt		91,165		95,234		(4	%)

	Three-Month Period Ended				Percentage Change
Chemical products segment sold in tonnes	September 30, 2015		September 30, 2014		Increase/(Decrease)
Oil and gas exploration additives		3,748		3,836		(2	%)
Paper manufacturing additives		1,127		1,115		1	%
Pesticides manufacturing additives		824		852		(3	%)
Pharmaceutical intermediates		379		-		-
By products		3,368		-		-
Overall		9,446		5,803		63	%

Table of Contents

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, 2015 from the same period in 2014.

	Three-Month Period Ended September 30,
Increase/(Decrease) in net revenue of bromine as a result of:	2015 vs. 2014
Increase in average selling price	$	1,584,283
Decrease in sales volume	$	(2,617,145	)
Total effect on net revenue of bromine	$	(1,032,862	)

The decrease in net revenue from our bromine segment was mainly due to the decrease in the sales volume. The sales volume of bromine decreased from 5,596 tonnes for the three-month period ended September 30, 2014 to 4,726 tonnes for the same period in 2015, a decrease of 16%. The reasons for the decrease in the sales volume of bromine were mainly due to the continuing macro-economic tightening policy imposed by the PRC government beginning in the second half of 2011 to slow down the economy, which has affected our customers’ industries and the sale of bromine to SCRC in three-month period ended September 30, 2015 excluded from the net revenue in the bromine segment as SCRC was acquired by us in January 2015.

The selling price of bromine increased from $2,855 per tonne for the three-month period ended September 30, 2014 to $3,162 per tonne for the same period in 2015, an increase of 11%. We expect the average selling price of bromine to remain at current levels through the end of 2015 should the PRC government’s macro-economic tightening policy remain in place.

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, 2015 from the same period in 2014.

	Three-Month Period Ended September 30,
Increase/(Decrease) in net revenue of crude salt as a result of:	2015 vs. 2014
Increase in average selling price	$	501,555
Decrease in sales volume	$	(124,382	)
Total effect on net revenue of crude salt	$	377,173

The increase in net revenue from our crude salt segment was mainly due to the increase in the selling price of crude salt. The selling price of crude salt increased by 19% from $27.88 per tonne for the three-month period ended September 30, 2014 to $33.26 per tonne for the same period in 2015. The increase in the average selling price was mainly due to the crude salt is a basic and elementary material for chemical industry.

We noted a upward trend in the average selling price of crude salt since the third quarter of 2014. We expect the average selling price of crude salt to remain at current levels through the end of 2015.

Table of Contents

Chemical products segment

	Product Mix of Chemical Products Segment										Percent
	Three-Month Period Ended					Three-Month Period Ended					Change of
	September 30, 2015					September 30, 2014					Net Revenue
Chemical Products			% of total					% of total
Oil and gas exploration additives	$	7,271,644		30	%	$	7,129,171		57	%		2.0	%
Paper manufacturing additives	$	1,381,212		6	%	$	1,272,376		10	%		8.6	%
Pesticides manufacturing additives	$	4,145,946		17	%	$	4,076,861		33	%		1.7	%
Pharmaceutical intermediates	$	7,764,120		31	%	$	-		-			-
By products	$	4,065,809		16	%	$	-		-			-
Total sales	$	24,628,731		100	%	$	12,478,408		100	%		97.4	%

Net revenue from our chemical products segment increased from $12,478,408 for the three-month period ended September 30, 2014 to $24,628,731 for the same period in 2015, an increase of 97.4%. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $11,829,929 to our revenue for the three-month period ended September 30, 2015. Net revenue from our oil and gas exploration chemicals contributed $7,271,644 and $7,129,171 of our chemical segment revenue for the three-month period ended September 30, 2015 and 2014, respectively, with an increase of $142,473, or 2.0%. Net revenue from our paper manufacturing additives increased from $1,272,376 for the three-month period ended September 30, 2014 to $1,381,212 for the same period in 2015, an increase of approximately 8.6%. Net revenue from our pesticides manufacturing additives increased from $4,076,861 for the three-month period ended September 30, 2014 to $4,145,946 for the same period in 2015, an increase of approximately 1.7%.

The table below shows the changes in the average selling price and changes in the sales volume of major chemical products for three-month period ended September 30, 2015 from the same period in 2014 (excluding SCRC).

Increase/(Decrease) in net revenue, for the three-month period ended September 30, 2015 vs. 2014, as a result of:	Oil and gas exploration additives			Paper manufacturing additives		Pesticides manufacturing additives			Total
Increase in average selling price	$	309,613		$	94,636	$	206,517		$	610,766
Increase /(Decrease) in sales volume	$	(167,140	)	$	14,200	$	(137,432	)	$	(290,372	)
Total effect on net revenue of chemical products	$	142,473		$	108,836	$	69,085		$	320,394

Table of Contents

Cost of Net Revenue.

	Cost of Net Revenue by Segment										% Change
	Three-Month Period Ended					Three-Month Period Ended					of Cost of
	September 30, 2015					September 30, 2014					Net Revenue
Segment			% of total					% of total
Bromine	$	9,088,078		34	%	$	11,181,746		51	%		(18.7	%)
Crude Salt	$	2,268,976		8	%	$	2,714,874		12	%		(16.4	%)
Chemical Products	$	15,643,522		58	%	$	8,004,436		37	%		95.4	%
Total	$	27,000,576		100	%	$	21,901,056		100	%		23.3	%

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 $27,000,576 for the three-month period ended September 30, 2015, an increase of $5,099,520 (or 23.3%) as compared to the same period in 2014. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $7,548,242 to our cost of net revenue for the three-month period ended September 30, 2015.

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, 2014		47,347		54%
Three-month period ended September 30, 2015		47,347		49%
Variance of the three-month period ended September 30, 2015 and 2014		-		(5%	)

(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.

Our utilization ratio decreased by 5% for the three-month period ended September 30, 2015 as compared with the same period in 2014.

Table of Contents

Bromine segment

For the three-month period ended September 30, 2015, the cost of net revenue for the bromine segment was $9,088,078, a decrease of $2,093,668 or 18.7% over the same period in 2014. The most significant components of the costs of net revenue for the bromine segment 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%) for the three-month period ended September 30, 2015. For the three-month period ended September 30, 2014, the major components of the cost of net revenue were the cost of raw materials and finished goods consumed of $4,967,567 (or 44%), depreciation and amortization of manufacturing plant and machinery of $3,987,538 (or 36%) and electricity of $901,481 (or 7%). The cost structure changed as compared with the same period in 2014 where the contribution from the cost of raw materials and finished goods consumed decreased by 6% and depreciation and amortization of manufacturing plant and machinery increased by 6%. The decrease in net cost of net revenue was mainly attributable to the decreased volume of products sold and an inter-company elimination adjustment related to the sale of bromine to SCRC in the three-month period ended September 30, 2015 allocated to the bromine segment whereas there is no such adjustment in the same period in 2014 as SCRC was acquired by us in January 2015.

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, 2015					September 30, 2014					% Change
			% of total					% of total
Raw materials	$	1,055		51	%	$	985		48	%		7	%
Depreciation and amortization	$	704		34	%	$	677		33	%		4	%
Electricity	$	147		7	%	$	153		8	%		(4	%)
Others	$	183		8	%	$	225		11	%		19	%
Production cost of bromine per tonne	$	2,089		100	%	$	2,040		100	%		2	%

Our production cost of bromine per tonne was $2,089 for the three-month period ended September 30, 2015, an increase of 2% (or $49) as compared to the same period in 2014, which was attributable mainly to the component of the cost of raw materials consumed. The cost of raw materials consumed per tonne increased by 7% as compared to the last comparison period, which was mainly attributable to the increase in the purchase price of raw materials.

Crude salt segment

The cost of net revenue for our crude salt segment for the three-month period ended September 30, 2015 was $2,268,976, representing a decrease of $445,898, or 16.4%, compared to $2,714,874 for the same period in 2014. The decrease in cost was mainly due to the decrease in volume of crude salt sold and unit production cost. 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 significant cost components for the three-month period ended September 30, 2014 were depreciation and amortization of $1,836,322 (or 68%), resource taxes calculated based on crude salt sold of $309,359 (or 11%) and electricity of $219,306 (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, 2015					September 30, 2014					% Change
			% of total					% of total
Depreciation and amortization	$	17.1		67	%	$	19.3		67	%		(12	%)
Resource tax	$	3.2		12	%	$	3.2		12	%		-
Electricity	$	2.0		9	%	$	2.3		9	%		(13	%)
Others	$	2.6		12	%	$	3.7		12	%		(30	%)
Production cost of crude salt per tonne	$	24.9		100	%	$	28.5		100	%		(13	%)

Table of Contents

Chemical products segment

Cost of net revenue for our chemical products segment for the three-month period ended September 30, 2015, was $15,643,522, representing an increase of $7,639,086 or 95.4% over the same period in 2014. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $7,548,242 to our cost of net revenue for the three-month period ended September 30, 2015.

Gross Profit. Gross profit was $15,601,022, or 37%, of net revenue for three-month period ended September 30, 2015 compared to $9,205,908, or 30%, of net revenue for the same period in 2014.

	Gross Profit by Segment											% Point Change
	Three-Month Period Ended					Three-Month Period Ended						of Gross
	September 30, 2015					September 30, 2014						Profit Margin
Segment			Gross Profit Margin						Gross Profit Margin
Bromine	$	5,852,588		39	%	$	4,791,782			30	%		9	%
Crude Salt	$	763,225		25	%	$	(59,846	)		(2	%)		27	%
Chemical Products	$	8,985,209		36	%	$	4,473,972			36	%		-
Total Gross Profit	$	15,601,022		37	%	$	9,205,908			30	%		7	%

Bromine segment

For the three-month period ended September 30, 2015, the gross profit margin for our bromine segment was 39% compared to 30% for the same period in 2014. This 9% increase is mainly due to the selling price of bromine increased from $2,855 per tonne for the three-month period ended September 30, 2014 to $3,162 per tonnes for the same period in 2015, an increase of 11%. We expect that the average selling price and gross profit margin of bromine will remain at current level towards the end of 2015 should the PRC government’s macro-economic tightening policy remain in place.

Crude salt segment

For the three-month period ended September 30, 2015 the gross profit margin for our crude salt segment was 25% compared to -2% for the same period in 2014. This 27% increase in our gross profit margin is mainly attributable to the selling price increased from $27.88 per tonne for the three-month period ended September 30, 2014 to $33.26 per tonne for the same period in 2015, an increase of 19%.

Table of Contents

Chemical products segment

The gross profit margin for our chemical products segment for the three-month period ended September 30, 2015 was 36% compared to 36% for the same period in 2014.

Research and Development Costs. The total research and development costs incurred for the three-month period ended September 30, 2015 and 2014 were $69,403 and $30,985, respectively, an increase of 124%. Research and development costs for the three-month period ended September 30, 2015 represented raw materials used by SYCI and SCRC for testing the manufacturing routine. Research and development costs for the three-month period ended September 30, 2014 represented raw materials used by SYCI for testing the manufacturing routine.

Write-off/Impairment on property, plant and equipment. Write-off on property, plant and equipment for the three-month period ended September 30, 2015 and 2014 were $819,701 and $673,705, respectively, an increase of 22%. Write-off on property, plant and equipment of $673,705 for the three-month period ended September 30, 2014 represented the write-off of certain protective shells to transmission pipelines and ducts replaced during the third phase enhancement project that started in August 2014 and completed in September 2014. Write-off on property, plant and equipment of $819,701 for the three-month period ended September 30, 2015 represented the write-off 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 $831,955 for the three-month period ended September 30, 2015, a decrease of $1,062,552 (or 56%) as compared to $1,894,507 for the same period in 2014. This decrease in general and administrative expenses was primarily due to the unrealized exchange gain of $1,061,721 in relation to the translation of current portion of inter-company balance owing in RMB for the three-month period ended September 30, 2015, as compared to the unrealized exchange loss for the same period in 2014 in the amount of $1,619.

Other Operating Income. Other operating income was $115,114 for the three-month period ended September 30, 2015, a decrease of $1,828(or 2%) as compared to $116,942 for the same period in 2014 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 $13,903,158 for the three-month period ended September 30, 2015 (or 33% of net revenue), an increase of $7,208,569, or approximately 108%, over the income from operations for the same period in 2014. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $4,006,865 to our income from operation for the three-month period ended September 30, 2015.

	Income from Operations by Segment
	Three-Month Period Ended September 30, 2015						Three-Month Period Ended September 30, 2014
Segment:				% of total						% of total
Bromine	$	4,307,709			33	%	$	3,131,684			45	%
Crude Salt		351,251			3	%		(431,901	)		(6	%)
Chemical Products		8,393,184			64	%		4,161,811			61	%
Income from operations before corporate costs		13,052,144			100	%		6,861,594			100	%
Corporate costs		(210,707	)					(165,386	)
Unrealized translation difference		1,061,721						(1,619	)
Income from operations	$	13,903,158					$	6,694,589

Table of Contents

Bromine segment

Income from operations from our bromine segment was $4,307,709 for the three-month period ended September 30, 2015, an increase of $1,176,025 (or approximately 38%) compared to the same period in 2014. This increase resulted primarily from the higher selling price of bromine in the three-month period ended September 30, 2015 compared to the same period in 2014.

Crude salt segment

Income from operations from our crude salt segment was $351,251 for the three-month period ended September 30, 2015, an increase of $783,152 compared to the same period in 2014. Loss from operations from our crude salt segment was $431,901 for the three-month period ended September 30, 2014. This increase resulted primarily from the increase in selling price of crude salt.

Chemical products segment

Income from operations from our chemical products segment was $8,393,184 for the three-month period ended September 30, 2015, an increase of $4,231,373 (or approximately 102%) compared to the same period in 2014. This significant increase was primarily due to the consolidation in 2015 of SCRC, which contributed $4,006,865 to our income from operation for the three-month period ended September 30, 2015.

Other Income. Net Other income, net of $66,636 represented bank interest income, net of capital lease interest expense for the three -month period ended September 30, 2015, a decrease of $10,039 (or approximately 13%) as compared to the same period in 2014.

Net Income. Net income was $10,679,422 for the three-month period ended September 30, 2015, an increase of $5,641,019 (or approximately 112%) compared to the same period in 2014. This significant increase was primarily attributable to the consolidation in 2015 of SCRC, which contributed $3,003,994 to our net income for the three-month period ended September 30, 2015.

Effective Tax Rate. Our effective tax rate for the three-month period ended September 30, 2015 and 2014 was 24% and 26%, respectively. 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). The effective tax rate of 26% for the three-month period ended September 30, 2014 differs from the PRC statutory income tax rate of 25% due to the change in valuation allowance set up against US federal net operating loss incurred by the Company.

Comparison of the Nine-Month Period Ended September 30, 2015 and 2014

	Nine-Month Period Ended September 30, 2015			Nine-Month Period Ended September 30, 2014			% Change
Net revenue	$	126,862,497		$	88,451,954			43	%
Cost of net revenue	$	(84,761,554	)	$	(63,202,383	)		34	%
Gross profit	$	42,100,943		$	25,249,571			67	%
Sales, marketing and other operating expenses	$	(294,095	)	$	(78,793	)		273	%
Research and development costs	$	(181,108	)	$	(94,323	)		92	%
Exploration cost	$	(325,840	)		-			-
Loss from disposal of property, plant and equipment	$	-			(9,866	)		(100	%)
Write-off/Impairment on property, plant and equipment	$	(819,701	)	$	(673,705	)		22	%
General and administrative expenses	$	(5,247,318	)	$	(4,916,626	)		7	%
Other operating income	$	342,317		$	351,547			(3	%)
Income from operations	$	35,575,198		$	19,827,805			79	%
Other income, net	$	199,913		$	197,181			1	%
Income before taxes	$	35,775,111		$	20,024,986			79	%
Income taxes	$	(9,005,158	)	$	(5,035,433	)		79	%
Net income	$	26,769,953		$	14,989,553			79	%

Table of Contents

Net revenue. Net revenue for nine-month period ended September 30, 2015 was $126,862,497, representing an increase of approximately $38.4 million (or 43%) over the same period in 2014. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $40,418,261 to our net revenue for the nine-month period ended September 30, 2015.

Revenue from the bromine products segment decreased from $43,950,056 for the nine-month period ended September 30, 2014 to $41,066,776 for the same period in 2015, a decrease of approximately 7%. Revenue from the crude salt segment decreased from $$8,012,368 for the nine-month period ended September 30, 2014 to $7,905,274 for the same period in 2015, a decrease of approximately 1%.

	Net Revenue by Segment
	Nine-Month Period Ended					Nine-Month Period Ended					Percent Increase/(Decrease)
	September 30, 2015					September 30, 2014					of Net Revenue
Segment			% of total					% of total
Bromine	$	41,066,776		32	%	$	43,950,056		50	%		(7	%)
Crude Salt	$	7,905,274		6	%	$	8,012,368		9	%		(1	%)
Chemical Products	$	77,890,447		62	%	$	36,489,530		41	%		113	%
Total sales	$	126,862,497		100	%	$	88,451,954		100	%		43	%

Bromine and crude salt segments	Nine-Month Period Ended				Percentage Change
product sold in tonnes	September 30, 2015		September 30, 2014		Decrease
Bromine (excluded volume sold to SYCI and SCRC after acquisition in January 2015)		13,148		15,199		(13	%)
Crude Salt		244,367		248,134		(2	%)

	Nine-Month Period Ended				Percentage Change
Chemical products segment sold in tonnes	September 30, 2015		September 30, 2014		Increase/(Decrease)
Oil and gas exploration additives		11,122		11,062		0.5	%
Paper manufacturing additives		3,217		3,173		1.4	%
Pesticides manufacturing additives		2,438		2,503		(2.6	%)
Pharmaceutical intermediates		1,231		-			-
By products		9,514		-			-
Overall		27,522		16,738		64	%

Bromine segment

The decrease in net revenue from our bromine segment was mainly due to the decrease in the sales volume of bromine. The sales volume of bromine decreased from 15,199 tonnes for the nine-month period ended September 30, 2014 to 13,148 tonnes for the same period in 2015, a decrease of 13%. The reasons for the decrease in the sales volume of bromine were mainly due to the continuing macro-economic tightening policy imposed by the PRC government beginning in the second half of 2011 to slow down the economy, which has affected our customers’ industries and the sale of bromine to SCRC in nine-month period ended September 30, 2015 excluded from the net revenue in the bromine segment as SCRC was acquired by us in January 2015.

The selling price of bromine increased from $2,892 per tonne for the nine-month period ended September 30, 2014 to $3,124 per tonnes for the same period in 2015, an increase of 8%. We expect the average selling price of bromine to remain at current levels through the end of 2015 should the PRC government’s macro-economic tightening policy remain in place. The table below shows the changes in the average selling price and changes in the sales volume of bromine for the nine-month period ended September 30, 2015 from the same period in 2014.

	Nine-Month Period Ended September 30,
Increase/(Decrease) in net revenue of bromine as a result of:	2015 vs. 2014
Increase in average selling price	$	3,287,044
Decrease in sales volume	$	(6,170,324	)
Total effect on net revenue of bromine	$	(2,883,280	)

Table of Contents

Crude salt segment

The decrease in net revenue from our crude salt segment was mainly due to the decrease in the sales volume. The sales volume of bromine decreased from 248,134 tonnes for the nine-month period ended September 30, 2014 to 244,367 tonnes for the same period in 2015, a decrease of 2%. The decrease in the sales volume was mainly due to the macro-economic tightening policy imposed by the PRC government to slow down the economy, 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, 2015 from the same period in 2014.

	Nine-Month Period Ended September 30,
Increase /(Decrease) in net revenue of crude salt as a result of:	2015 vs. 2014
Increase in average selling price	$	14,660
Decrease in sales volume	$	(121,754	)
Total effect on net revenue of crude salt	$	(107,094	)

Chemical products segment

	Product Mix of Chemical Products Segment										Percent
	Nine-Month Period Ended					Nine-Month Period Ended					Change of
	September 30, 2015					September 30, 2014					Net Revenue
Chemical Products			% of total					% of total
Oil and gas exploration additives	$	21,484,864		27	%	$	20,848,777		57	%		3	%
Paper manufacturing additives	$	3,839,123		5	%	$	3,643,637		10	%		5	%
Pesticides manufacturing additives	$	12,148,198		16	%	$	11,997,116		33	%		1	%
Pharmaceutical intermediates	$	28,882,132		37	%	$	-		-			-
By products	$	11,536,130		15	%	$	-		-			-
Total sales	$	77,890,447		100	%	$	36,489,530		100	%		113	%

Net revenue from our chemical products segment increased from $36,489,530 for the nine-month period ended September 30, 2014 to $77,890,447 for the same period in 2015, an increase of approximately 113%. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $40,418,261 to our revenue for the nine-month period ended September 30, 2015. Net revenue from our oil and gas exploration chemicals contributed $21,484,864 (or 27%) and $20,848,777 (or 57%) of our chemical segment revenue for the nine-month period ended September 30, 2015 and 2014, respectively, with an increase of $636,087, or 3%. Net revenue from our paper manufacturing additives increased from $3,643,637 for the nine-month period ended September 30, 2014 to $3,839,123 for the same period in 2015, an increase of approximately 5%. Net revenue from our pesticides manufacturing additives increased from $11,997,116 for the nine-month period ended September 30, 2014 to $12,148,198 for the same period in 2015, an increase of approximately 1%.

Table of Contents

The table below shows the changes in the average selling price and changes in the sales volume of major chemical products for nine-month period ended September 30, 2015 from the same period in 2014 (excluding SCRC).

Increase / (Decrease) in net revenue, for the nine-month period ended September 30, 2015 vs. 2014, as a result of:	Oil and gas exploration additives		Paper manufacturing additives		Pesticides manufacturing additives			Total
Increase in average selling price	$	521,593	$	143,968	$	468,800		$	1,134,361
Increase/(Decrease) in sales volume	$	114,494	$	51,518	$	(317,719	)	$	(151,707	)
Total effect on net revenue of chemical products	$	636,087	$	195,486	$	151,081		$	982,654

Cost of Net Revenue.

	Cost of Net Revenue by Segment										% Change
	Nine-Month Period Ended					Nine-Month Period Ended					of Cost of
	September 30, 2015					September 30, 2014					Net Revenue
Segment			% of total					% of total
Bromine	$	28,257,737		33	%	$	32,606,253		52	%		(13	%)
Crude Salt	$	6,586,716		8	%	$	7,172,556		11	%		(8	%)
Chemical Products	$	49,917,101		59	%	$	23,423,574		37	%		113	%
Total	$	84,761,554		100	%	$	63,202,383		100	%		34	%

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 $84,761,554 for nine-month period ended September 30, 2015, an increase of $21,559,171 (or 34%) over the same period in 2014. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $25,994,506 to our cost of net revenue for the nine-month period ended September 30, 2015.

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, 2014		47,347		45%
Nine-month period ended September 30, 2015		47,347		43%
Variance of the nine-month period ended September 30, 2015 and 2014		-		(2%	)

(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.

Our utilization ratio decreased by 2% for the nine-month period ended September 30, 2015 as compared with the same period in 2014.

Table of Contents

Bromine segment

For the nine-month period ended September 30, 2015, the cost of net revenue for the bromine segment was $28,257,737, a decrease of $4,348,516 or 13% over the same period in 2014. The most significant components of the costs of net revenue for the bromine segment 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%) for the nine-month period ended September 30, 2015. For the nine-month period ended September 30, 2014, the major components of the cost of net revenue were the cost of raw materials and finished goods consumed of $13,623,872 (or 42%), depreciation and amortization of manufacturing plant and machinery of $12,674,236 (or 39%) and electricity of $2,528,684 (or 8%). The cost structure changed as compared with the same period in 2014 where the contribution from cost of raw materials and finished goods consumed decreased by 7% and depreciation and amortization of manufacturing plant and machinery increased by 6%. The decrease in net cost of net revenue was attributable mainly to the decrease in volume of products sold and an inter-company elimination adjustment related to the sale of bromine to SCRC in the nine-month period ended September 30, 2015 allocated to the bromine segment whereas there is no such adjustment in the same period in 2014 as SCRC was acquired by us in January 2015.

Per tonne production cost	Nine-Month Period Ended					Nine-Month Period Ended
component of bromine segment	September 30, 2015					September 30, 2014					% Change
			% of total					% of total
Raw materials	$	1,061		47	%	$	1,002		46	%		6	%
Depreciation and amortization	$	845		37	%	$	790		36	%		7	%
Electricity	$	157		7	%	$	158		7	%		(1	%)
Others	$	215		9	%	$	235		11	%		(9	%)
Production cost of bromine per tonne	$	2,278		100	%	$	2,185		100	%		4	%

Our production cost of bromine per tonne was $2,278 for the nine-month period ended September 30, 2015, an increase of 4% (or $93) over the same period in 2014.

Crude salt segment

For the nine-month period ended September 30, 2015, the cost of net revenue for our crude salt segment was $6,586,716, representing a decrease of $585,840, or 8%, compared to $7,172,556 for the same period in 2014. The decrease in cost was mainly due to the decrease in volume of crude salt sold and unit production cost. The significant cost components for the nine-month period ended September 30, 2015 were depreciation and amortization of $4,650,209 (or 71%), resource taxes calculated based on crude salt sold of $791,553 (or 12%) and electricity of $456,026 (or 7%). The significant cost components for the nine-month period ended September 30, 2014 were depreciation and amortization of $4,953,782 (or 69%), resource taxes calculated based on crude salt sold of $807,291 (or 11%) and electricity of $524,401 (or 7%).. The table below represents the major production cost component of crude salt per ton for respective periods:

Per tonne production cost	Nine-Month Period Ended					Nine-Month Period Ended
component of crude salt segment	September 30, 2015					September 30, 2014					% Change
			% of total					% of total
Depreciation and amortization	$	19.0		70	%	$	20.0		69	%		(5	%)
Resource tax	$	3.2		12	%	$	3.2		11	%		-
Electricity	$	1.9		7	%	$	2.1		7	%		(10	%)
Others	$	2.9		11	%	$	3.6		13	%		(19	%)
Production cost of crude salt per tonne	$	27.0		100	%	$	28.9		100	%		(7	%)

Table of Contents

Our production cost of crude salt per tonne was $27.0 for the nine-month period ended September 30, 2015, a decrease of 7% (or $1.9) as compared to the same period in 2014.

Chemical products segment

For the nine-month period ended September 30, 2015, cost of net revenue for our chemical products segment was $49,917,101, representing an increase of $26,493,527 or 113% over the same period in 2014. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $25,994,506 to our cost of net revenue for the nine-month period ended September 30, 2015.

Gross Profit. Gross profit was $42,100,943, or 33%, of net revenue for nine-month period ended September 30, 2015 compared to $25,249,571, or 29%, of net revenue for the same period in 2014. 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, 2015					September 30, 2014					Profit Margin
Segment			Gross Profit Margin					Gross Profit Margin
Bromine	$	12,809,039		31	%	$	11,343,803		26	%		5	%
Crude Salt	$	1,318,558		17	%	$	839,812		10	%		7	%
Chemical Products	$	27,973,346		36	%	$	13,065,956		36	%		-
Total Gross Profit	$	42,100,943		33	%	$	25,249,571		29	%		4	%

Bromine segment

The gross profit margin for our bromine segment for the nine-month period ended September 30, 2015 was 31% compared to 26% for the same period in 2015. This 5% increase is mainly due to the increase in bromine price.

Crude salt segment

For the nine-month period ended September 30, 2015, the gross profit margin for our crude salt segment was 17% compared to 10% for the same period in 2014. This 7% increase in our gross profit margin is mainly attributable to the decreased cost of revenue for the for the nine-month period ended September 30, 2015 compare for the same period in 2014 as mentioned in the cost of net revenue for our crude salt segment.

Table of Contents

Chemical products segment

The gross profit margin for our chemical products segment for the nine-month period ended September 30, 2015 was 36% compared to 36% for the same period in 2014.

Research and Development Costs. For the nine-month period ended September 30, 2015 and 2014, the total research and development costs incurred were $181,108 and $94,323, respectively, an increase of 92%. Research and development costs for the nine-month period ended September 30, 2015 represented raw materials used by SYCI and SCRC for testing the manufacturing routine. Research and development costs for the nine-month period ended September 30, 2014 represented raw materials used by SYCI for testing the manufacturing routine.

Exploration Costs The total exploration costs incurred for the nine-month periods ended September 30, 2015 and 2014 were $325,840 and $0. As of September 30, 2015 the Company incurred a total of $7,848,873 in exploration cost for the drilling of natural gas resources. On January 30, 2015, the Company announced that it found natural gas resources under its bromine well in the Sichuan area and received a testing report in early May 2015 which confirmed the economics of the natural gas under this well. The Company is in discussion with the government about the natural gas trial production.

Write-off/Impairment on property, plant and equipment. Write-off on property, plant and equipment for the nine-month period ended September 30, 2015 and 2014 were $819,701 and $673,705, respectively, an increase of 22%. Write-off on property, plant and equipment of $673,705 for the nine-month period ended September 30, 2014 represented the write-off of certain protective shells to transmission pipelines and ducts replaced during the third phase enhancement project that started in August 2014 and completed in September 2014. Write-off on property, plant and equipment of $819,701 for the nine-month period ended September 30, 2015 represented the write-off 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 $5,247,318 for the nine-month period ended September 30, 2015, an increase of $330,692 (or 7%) as compared to $4,916,626 for the same period in 2014. This increase in general and administrative expenses was primarily due to (i) a non-cash expense related to stock options granted to employees increased from $30,000 for the nine-month period ended September 30,2014 to $353,300 for the same period of 2015; 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) consolidation in 2015 of SCRC, which accounted for $515,674 of our general and administrative expenses for the nine-month period ended September 30, 2015, 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 30,2015 amounted to $1,037,429, as compared to the unrealized exchange gain for the same period in 2014 amounted to $237,028.

Other Operating Income. Other operating income was $342,317 for the nine-month period ended September 30, 2015, a decrease of $9,230(or 3%) as compared to $351,547 for the same period in 2014 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.

Table of Contents

Income from Operations. Income from operations was $35,575,198 for the nine-month period ended September 30, 2015 (or 28% of net revenue), an increase of $15,747,393, or approximately 79%, over income from operations for the same period in 2014. This increase was primarily attributable to the consolidation in 2015 of SCRC, which collectively contributed $13,606,012 to our income from operation for the nine-month period ended September 30, 2015.

	Income from Operations by Segment
	Nine-Month Period Ended September 30, 2015						Nine-Month Period Ended September 30, 2014
Segment:				% of total						% of total
Bromine	$	8,950,595			25.1	%	$	7,748,981			38.8	%
Crude Salt		534,760			1.5	%		94,609			0.5	%
Chemical Products		26,205,578			73.4	%		12,123,116			60.7	%
Income from operations before corporate costs		35,690,933			100	%		19,966,706			100	%
Corporate costs		(1,153,164	)					(375,929	)
Unrealized exchange difference		1,037,429						237,028
Income from operations	$	35,575,198					$	19,827,805

Bromine segment

Income from operations from our bromine segment was $8,950,595 for the nine-month period ended September 30, 2015, an increase of $1,201,614 (or approximately 16%) compared to the same period in 2014. This increase resulted primarily from the higher selling price of bromine in the nine-month period ended September 30, 2015 compared to the same period in 2014.

Crude salt segment

For the nine-month period ended September 30, 2015, income from operations from our crude salt segment was $534,760, an increase of $440,151 (or approximately 465%) compared to the same period in 2014. This increase is mainly attributable to the decreased cost of revenue for the for the nine-month period ended September 30, 2015 compare for the same period in 2014 as mentioned in the cost of net revenue for our crude salt segment.

Chemical products segment

For the nine-month period ended September 30, 2015, income from operations from our chemical products segment was $26,205,578, an increase of $14,082,462 (or approximately 116%) over same period in 2014. This significant increase was primarily due to the consolidation in 2015 of SCRC, which contributed $13,606,012 to our income from operation for the nine-month period ended September 30, 2015.

Other Income, Net. Other income, net of $199,913 represented bank interest income, net of capital lease interest expense for the nine -month period ended September 30, 2015, an increase of $2,732 (or approximately 1%) as compared to the same period in 2014.

Net Income. Net income was $26,769,953 for the nine-month period ended September 30, 2015, an increase of $11,780,400 (or approximately 79%) compared to the same period in 2014. This significant increase was primarily attributable to the consolidation in 2015 of SCRC, which contributed $10,202,563 to our net income for the nine-month period ended September 30, 2015, offset by the decrease in revenue from bromine and crude salt as compared with the same period in 2014.

Effective Tax Rate. Our effective tax rate for the nine-month period ended September 30, 2015 and 2014 was 25% and 25%, respectively. The effective tax rate of 25% for the nine-month period ended September 30, 2015 consistent with the PRC statutory income tax rate.

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2015, cash and cash equivalents were $120,892,138 as compared to $146,585,601 as of December 31, 2014. The components of this decrease of $25,693,463 are reflected below.

Statement of Cash Flows

	Nine-Month Period Ended September 30,
	2015			2014
Net cash provided by operating activities	$	34,915,819		$	32,476,141
Net cash used in investing activities	$	(55,706,715	)	$	(7,101,842	)
Net cash used in financing activities	$	(344,396	)	$	(304,806	)
Effects of exchange rate changes on cash and cash equivalents	$	(4,558,171	)	$	(1,031,745	)
Net (Decrease)/Increase in cash and cash equivalents	$	(25,693,463	)	$	24,037,748

For the nine-month period ended September 30, 2015, 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, 2015 and 2014, we had positive cash flow from operating activities of $34.9 million and $32.5 million, respectively, primarily attributable to net income.

During the nine-month period ended September 30, 2015, cash flow from operating activities of $34.9 million exceeded our net income of $26.8 million, mainly due to (i) substantial non-cash charges of $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 $14.5 million, which mainly consisted of an increase in accounts receivable and inventories, partially offset by the increase in taxes payable.

During the nine-month period ended September 30, 2014, cash flow from operating activities of $32.5 million exceeded our net income of $15.0 million, mainly due to (i) substantial non-cash charges of $21.7 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 $4.2 million, which mainly consisted of an increase in accounts receivable and decrease in tax payable, partially offset by the increase in accounts payable and accrued expenses.

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, 2015 and December 31, 2014.

	September 30, 2015					December 31, 2014
			% of total					% of total
Aged 1-30 days	$	13,279,701		17	%	$	9,323,910		22	%
Aged 31-60 days	$	16,395,061		22	%	$	9,974,381		24	%
Aged 61-90 days	$	17,673,585		24	%	$	8,631,203		20	%
Aged 91-120 days	$	15,711,637		22	%	$	9,188,133		22	%
Aged 121-150 days	$	10,111,489		14	%	$	4,880,235		12	%
Aged 151-180 days	$	1,108,414		1	%	$
Total	$	74,279,887		100	%	$	41,997,862		100	%

The overall accounts receivable balance as of September 30, 2015 increased by $32,282,025 (or 77%), as compared to those as of December 31, 2014. Such increase was mainly due to the consolidation in 2015 of SCRC, which contributed $23,601,224 to our accounts receivable for September 30, 2015. Approximately 69% of the balances of accounts receivable as of September 30, 2015 aged more than 90 days was settled in October 2015. 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, 2015 is required.

Table of Contents

Inventory

Our inventory consists of the following:

	September 30, 2015						December 31, 2014
				% of total						% of total
Raw materials	$	1,022,750			13.88	%	$	625,160			11.7	%
Finished goods	$	5,247,548			71.20	%	$	4,746,163			88.4	%
Work-in-process		1,103,076			14.97	%		-			-
	$	7,373,374			100.05	%	$	5,371,323			100.1	%
Allowance for obsolete and slowing-moving inventory	$	(3,323	)		(0.05	%)	$	(3,455	)		(0.1	%)
Total	$	7,370,051			100.0	%	$	5,367,868			100.0	%

The net inventory level as of September 30, 2015 increased by $2,002,183 (or 37%), as compared to the net inventory level as of December 31, 2014.

Raw materials increase by 64% as of September 30, 2015 as compared to December 31, 2014. 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, 2015 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 36% for the nine-month period ended September 30, 2015 as compared to 36% for the same period in fiscal year 2014. 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 the nine-month period ended September 30, 2015 increased to 31%, as compared with 25% for the same period in fiscal year 2014, we anticipated that the price for the rest of 2015 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 increased from $27.88 in the third quarter of 2014 to $33.26 in the third quarter of 2015. In the same period, gross profit also increased from 10% for the nine –month period ended September 30, 2014 to 17% for the same period in 2015. We believe that there will be no realization problem for crude salt as we do not expect selling price to be lower than its cost.

Net Cash Used in Investing Activities

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 $14.1 million from the acquisition of SCRC.

In the nine-month period ended September 30, 2014, we used approximately $0.66 million cash for the prepayment of land leases. In the same period, we also used approximately $6.46 million cash in the third phase enhancement project related to the protective shells to transmission channels and ducts in Factory No. 10 and 11.

The investing activities described above were financed by opening cash balances as of December 31, 2014, and 2013, and cash generated from operation during the nine-month period ended September 30, 2015.

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, 2015 and 2014.

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.

Table of Contents

Working capital was approximately $176.6 million at September 30, 2015 as compared to approximately $186.0 million at December 31, 2014. The decrease was mainly attributable to the cash paid for business acquisition of SCRC, which offset by the cash provided by operating activities during the nine-month period ended September 30, 2015.

We had available cash of approximately $120.9 million at September 30, 2015, 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 and SCRC 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, 2015 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 2014 Form 10-K.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

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

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

(b) Changes in internal controls

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

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Table of Contents

Item 1A. Risk Factors

There have been no changes with respect to risk factors as previously disclosed in our 2014 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 2014 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 2014 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.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1

The following financial statements from Gulf Resources, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 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.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GULF RESOURCES, INC.

Dated: November 10, 2015	By:	/s/ Xiaobin Liu
		Xiaobin Liu
		Chief Executive Officer
		(principal executive officer)

Dated: November 10, 2015	By:	/s/ Min Li
		Min Li
		Chief Financial Officer
		(principal financial and accounting officer)