8-K
GULF RESOURCES, INC. (GURE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act 1934
Date of Report (date of earliest event reported):
August 16, 2021
Gulf Resources, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
| 000-20936<br><br> <br>(Commission File Number) | 13-3637458<br><br> <br>(IRS Employer Identification No.) |
|---|
Level 11,Vegetable Building, Industrial Parkof the East City,
Shouguang City, Shandong, China 262700
(Address of principal executive offices and zip code)
+86
(536) 567 0008
(Registrant's telephone number including area code)
(Registrant's former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| --- | --- |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0005 par value | GURE | NASDAQ Global Select Market |
| Item 2.02 | Results of Operations and Financial Condition. | |
| --- | --- |
On August 16, 2021, Gulf Resources, Inc. (the “Company”) issued a press release announcing its unaudited second quarter ended June 30, 2021 financial results. The full text of the press release is set forth in Exhibit 99.1 attached hereto.
As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
Exhibits
| 99.1 | Press Release of Gulf Resources, Inc. dated August 16, 2021. |
|---|---|
| 104 | Cover Page Interactive<br>Data File |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GULF RESOURCES, INC. | |
|---|---|
| By: | /s/ Min Li |
| Name: | Min Li |
| Title: | Chief Financial Officer |
Dated: August 16, 2021
Exhibit 99.1
Gulf Resources Announces Second Quarter 2021 Unaudited Financial Results
SHOUGUANG, China, Aug. 16, 2021 (GLOBE NEWSWIRE) -- Gulf Resources, Inc. (Nasdaq: GURE) ("Gulf Resources", "we," or the "Company"), a leading manufacturer of bromine, crude salt and specialty chemical products in China, today announced unaudited financial results for the second quarter 2021.
Second Quarter 2021 Financial Results
Balance Sheet
Our balance sheet remains extremely strong. Despite continuing to invest in our new chemical factory, we have over $97 million in cash. Our current book value per share is $26.56. Based on our current stock price, Gulf continues to sell at a discount to its cash, net cash, and working capital.
| Balance Sheet Highlights | |
|---|---|
| Total | |
| Cash | $97,058,027 |
| Net Net Cash | $78,735,522 |
| Current Assets | $104,955,195 |
| Working Capital | $95,745,220 |
| Book Value | $278,102,555 |
Income Statement
| · | Net Revenues for Q2 2021 increased 108% to $11,148,008 compared to previous<br>year. |
|---|---|
| · | Gross margins increased for Q2 2021 by 1157% from $336,587 to $4,232,234<br>compared to the same period of previous year. |
| --- | --- |
| · | As a percentage of revenues, gross margin for Q2 2021 was 38.0% compared<br>to 6.3% in the previous year. |
| --- | --- |
| · | Direct labor and factory overheads for Q2 2021 incurred during plant shutdown<br>decreased 19.7%. As a percentage of sales, they were 12.5% versus 32.4%. |
| --- | --- |
| · | G&A expenses for Q2 2021 increased $3,662,999 compared to the previous<br>year. However, $3,133,140 of the increase was attributable to the one-time stock awards. |
| --- | --- |
| · | Net loss before taxes for Q2 2021 declined 19.6% to $2,346,740 compared to<br>previous year. |
| --- | --- |
| · | Taxes were $(356,408) for Q2 2021 versus a benefit of $672,633 for Q2 2020. |
| --- | --- |
| · | The Net Loss after Taxes was $2,703,200 for Q2 2021 versus $2,244,619 for<br>Q2 2020. |
| --- | --- |
| · | The company had a comprehensive net gain for Q2 2021 of $2,631,016 versus<br>a net loss of $2,022,750 for Q2 2020. |
| --- | --- |
Cash Flow
For the six months, we had cash flow from operations of $7,025,775. We spent $5,806,435 on property plant and equipment for our chemical factory. Even with these expenditures and the interruption in our production for Chinese New Year in the first quarter, we were still able to generate positive free cash flow for the six months and the quarter, enabling us to increase our cash by almost $3 million compared to year-end levels.
1
Segment ReportingBromine
| · | Bromine revenues for Q2 2021 increased by 123% to $10,025,438 from 4,487,017<br>in Q2 2020. |
|---|---|
| · | Gross profits in bromine for Q2 2021 increased by 1953% to $4,471,945 from<br>$217,778 for Q2 2020. |
| --- | --- |
| · | As a percentage of sales, gross profits in bromine were 45% for Q2 2021 compared<br>to 5% for Q2 2020. |
| --- | --- |
| · | Bromine made a profit of $2,682,233 in Q2 2021 compared to a loss of $1,479,084<br>in Q2 2020. |
| --- | --- |
| · | Production of bromine in tonnes increased by 48% to 1,805 in Q2 2021. |
| --- | --- |
| · | The average selling price increased 51.3% to $5,554 for Q2 2021. |
| --- | --- |
| · | Bromine prices have continued at a high level. At the end of Q1, bromine<br>was RMB 35,044. At the end of Q2, it had risen to record highs of RMB 45,950. Since the end of the quarter, it has declined slightly to<br>RMB 43,063, still very close to its record highs. The company expects bromine pricing to remain near its current levels for the foreseeable<br>future. |
| --- | --- |
Crude Salt
| · | Net revenue for the crude salt for Q2 2021 increased<br>29% to $1,122,570. |
|---|---|
| · | Gross margins for Q2 2021 were loss 21% compared<br>to profit 14% in previous year. |
| --- | --- |
| · | The loss from operations for Q2 2021 was $578,435<br>compared to loss from operations of $611,472 in the same period in 2020. |
| --- | --- |
ChemicalsThe chemical segment incurred a loss from operations of $741,312 for the three-month period ended June 30, 2021, compared to loss from operations of $654,652 in the same period in 2020.
Natural GasLoss from operations from our natural gas segment was $62,850 for the three-month period ended June 30, 2021, compared to a loss of $53,270 in the same period in 2020.
UPDATE ON OPERATIONS
Factories #2, #8, and #10The company expects to receive approvals to reopen factories #2, #8, and #10. To its knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, the Company may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories to satisfy the local government's requirements.
Chemical Segment
The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020 and basically completed the civil works by end of June 2021. Equipment installation and testing is expected to take 6 months or somewhat longer if issues occur. Trial production should take another six months. The Company will continue to post photographs on the company website showing the progress of the construction and installation of equipment.
2
Natural Gas
The Company is continuing to work with the governments of Tianbao Town, Daying County, and Sichuan Province on getting approval for our natural gas and brine projects. We continue to maintain a staff in Sichuan Province and senior management continues to meet with government officials. While timing is still uncertain, the Company remains optimistic that it will be able to proceed with these projects.
Recent Developments
As disclosed in the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission (the “SEC”) on July 7, 2021, the Company’s former auditors Morrison Cogen LLP (MC) resigned effective June 30, 2021. On July 1, 2021, the Company engaged WWC, P.C. Certified Public Accountants (“WWC”) to serve as its independent auditor.
Business Outlook
“The company is optimistic about the second half of year 2021. Production lost in the second quarter is likely to be recouped in the third quarter. Bromine price remains high. At current levels of production, our bromine business should be profitable. We have expensed our all of our annual stock grants, so overhead will be reduced. We believe we could receive approvals for one or more of our closed factories in near future. In 2022, we may begin to generate revenues from our chemical factory. We expect that our chemical business could be profitable in 2023. We continue to believe that we may be able to produce both natural gas and bromine products in Sichuan if we are able to obtain requisite governmental approvals,” said Mr. Xiaobin Liu, CEO of the Company.
Conference Call
Gulf Resources management will host a conference call on Monday, August 16, 2021 at 08:00 AM Eastern Time to discuss its Second Quarter 2021 results ended June 30, 2021.
Mr. Xiaobin Liu, CEO of Gulf Resources, will be hosting the call. The Company's management team will be available for investor questions following the prepared remarks.
To participate in this live conference call, please dial +1 (888) 506-0062 five to ten minutes prior to the scheduled conference call time. International callers should dial +1 (973) 528-0011.The Entry Code is 592817.
The webcasting is also available then, just simply click on the link below:
http://www.gulfresourcesinc.com/events.html
A replay of the conference call will be available two hours after the call's completion during 08/16/2021 11:00 AM ET - 09/15 /2021 11:00 AM ET. To access the replay, call +1 (877) 481-4010. International callers should call +1 (919) 882-2331. The Replay Passcode is 42535.
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About Gulf Resources, Inc.
Gulf Resources, Inc. operates through three wholly-owned subsidiaries, Shouguang City Haoyuan Chemical Company Limited ("SCHC"), ShouguangYuxin Chemical Industry Co., Limited ("SYCI"), and Daying County Haoyuan Chemical Company Limited (“DCHC”). The Company believes that it is one of the largest producers of bromine in China. Elemental Bromine is used to manufacture a wide variety of compounds utilized in industry and agriculture. Through SYCI, the Company manufactures chemical products utilized in a variety of applications, including oil and gas field explorations and papermaking chemical agents, and materials for human and animal antibiotics. DCHC was established to further explore and develop natural gas and brine resources (including bromine and crude salt) in China. For more information, visit http://www.gulfresourcesinc.com*.*
Forward-Looking Statements
Certain statements in this news release contain forward-looking information about Gulf Resources and its subsidiaries business and products within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. The actual results may differ materially depending on a number of risk factors including, but not limited to, the general economic and business conditions in the PRC, the risks associated with the ongoing impact of COVID-19 pandemic, uncertainties associated with obtaining governmental approvals, future product development and production capabilities, shipments to end customers, market acceptance of new and existing products, additional competition from existing and new competitors for bromine and other oilfield and power production chemicals, changes in technology, the ability to make future bromine asset purchases, and various other factors beyond its control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks factors detailed in the Company's reports filed with the Securities and Exchange Commission. Gulf Resources undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.
CONTACT: Gulf Resources, Inc.
| Web: | http://www.gulfresourcesinc.com |
|---|---|
| Director of Investor Relations | |
| Helen Xu (Haiyan Xu) | |
| beishengrong@vip.163.com |
4
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)
| December 31, 2020 <br> Audited | |||||
|---|---|---|---|---|---|
| Current Assets | |||||
| Cash | 97,058,027 | $ | 94,222,538 | ||
| Accounts receivable | 4,741,259 | 6,521,798 | |||
| Inventories, net | 677,418 | 419,609 | |||
| Prepayments and deposits | 2,476,867 | 6,146,461 | |||
| Other receivable | 1,624 | 559 | |||
| Total Current Assets | 104,955,195 | 107,310,965 | |||
| Non-Current Assets | |||||
| Property, plant and equipment, net | 153,288,493 | 148,947,689 | |||
| Finance lease right-of use assets | 185,276 | 186,272 | |||
| Operating lease right-of –use assets | 8,507,190 | 8,868,661 | |||
| Prepaid land leases, net of current portion | 10,234,582 | 10,134,004 | |||
| Deferred tax assets | 19,254,324 | 18,590,227 | |||
| Total non-current assets | 191,469,865 | 186,726,853 | |||
| Total Assets | 296,425,060 | $ | 294,037,818 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current Liabilities | |||||
| Accounts, other payable and accrued expenses | 7,071,707 | $ | 5,081,701 | ||
| Taxes payable-current | 1,506,771 | 1,326,179 | |||
| Finance lease liability, current portion | 160,498 | 217,070 | |||
| Operating lease liabilities, current portion | 470,999 | 477,350 | |||
| Total Current Liabilities | 9,209,975 | 7,102,300 | |||
| Non-Current Liabilities | |||||
| Finance lease liability, net of current portion | 1,747,385 | 1,888,903 | |||
| Operating lease liabilities, net of current portion | 7,365,145 | 8,022,342 | |||
| Total Non-Current Liabilities | 9,112,530 | 9,911,245 | |||
| Total Liabilities | 18,322,505 | $ | 17,013,545 | ||
| Commitment and Loss Contingencies | |||||
| Stockholders’ Equity | |||||
| PREFERRED STOCK; 0.001 par value; 1,000,000 shares authorized; none outstanding | — | $ | — | ||
| COMMON STOCK; 0.0005 par value; 80,000,000 shares authorized; 10,515,307 and 10,043,307 shares issued; 10,469,477 and 9,997,477 shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 24,375 | 24,139 | |||
| Treasury stock; 45,830 and 45,830 shares as of June 30, 2021 and December 31, 2020 at cost | (510,329 | ) | (510,329 | ) | |
| Additional paid-in capital | 100,569,160 | 97,435,316 | |||
| Retained earnings unappropriated | 146,183,012 | 151,388,356 | |||
| Retained earnings appropriated | 24,233,544 | 24,233,544 | |||
| Accumulated other comprehensive loss | 7,602,793 | 4,453,247 | |||
| Total Stockholders’ Equity | 278,102,555 | 277,024,273 | |||
| Total Liabilities and Stockholders’ Equity | 296,425,060 | $ | 294,037,818 |
All values are in US Dollars.
See accompanying notes to the condensed consolidated financial statements
5
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in U.S. dollars)
(UNAUDITED)
| Three-Month Period Ended June 30, | Six-Month Period Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| NET REVENUE | ||||||||||||
| Net revenue | $ | 11,148,008 | $ | 5,359,483 | $ | 16,407,251 | $ | 5,917,153 | ||||
| OPERATING INCOME (EXPENSE) | ||||||||||||
| Cost of net revenue | (6,915,774 | ) | (5,022,896 | ) | (11,097,163 | ) | (5,944,216 | ) | ||||
| Sales, marketing and other operating expenses | (15,625 | ) | (10,838 | ) | (25,170 | ) | (13,081 | ) | ||||
| Direct labor and factory overheads incurred during plant shutdown | (1,394,717 | ) | (1,737,599 | ) | (4,008,200 | ) | (5,348,022 | ) | ||||
| General and administrative expenses | (5,204,701 | ) | (1,541,702 | ) | (6,940,951 | ) | (2,385,039 | ) | ||||
| Other operating income (loss) | — | — | — | (15,776 | ) | |||||||
| (13,530,817 | ) | (8,313,035 | ) | (22,071,484 | ) | (13,706,134 | ) | |||||
| LOSS FROM OPERATIONS | (2,382,809 | ) | (2,953,552 | ) | (5,664,233 | ) | (7,788,981 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest expense | (39,368 | ) | (34,888 | ) | (76,230 | ) | (70,316 | ) | ||||
| Interest income | 75,437 | 71,188 | 147,890 | 145,844 | ||||||||
| LOSS BEFORE TAXES | (2,346,740 | ) | (2,917,252 | ) | (5,592,573 | ) | (7,713,453 | ) | ||||
| INCOME TAX BENEFIT | (356,480 | ) | 672,633 | 387,229 | 1,929,076 | |||||||
| NET LOSS | $ | (2,703,220 | ) | $ | (2,244,619 | ) | $ | (5,205,344 | ) | $ | (5,784,377 | ) |
| COMPREHENSIVE LOSS: | ||||||||||||
| NET LOSS | $ | (2,703,220 | ) | $ | (2,244,619 | ) | $ | (5,205,344 | ) | $ | (5,784,377 | ) |
| OTHER COMPREHENSIVE LOSS | ||||||||||||
| - Foreign currency translation adjustments | 5,334,236 | 221,869 | 3,149,546 | (4,293,490 | ) | |||||||
| COMPREHENSIVE LOSS | $ | 2,631,016 | $ | (2,022,750 | ) | $ | (2,055,798 | ) | $ | (10,077,867 | ) | |
| LOSS PER SHARE: | ||||||||||||
| BASIC AND DILUTED | $ | (0.26 | ) | $ | (0.24 | ) | $ | (0.50 | ) | $ | (0.61 | ) |
| WEIGHTED AVERAGE NUMBER OF SHARES: | ||||||||||||
| BASIC AND DILUTED | 10,469,477 | 9,517,427 | 10,469,477 | 9,517,427 |
See accompanying notes to the condensed consolidated financial statements.
6
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
(UNAUDITED)
| Six-Month Period Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | (5,205,344 | ) | $ | (5,784,377 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
| Interest on finance lease obligation | 71,197 | 70,009 | ||||
| Depreciation and amortization | 8,224,864 | 7,559,224 | ||||
| Unrealized exchange gain on translation of inter-company balances | 594,150 | (382,331 | ) | |||
| Deferred tax asset | (387,230 | ) | (1,929,553 | ) | ||
| Common stock issued for services | 3,134,080 | — | ||||
| Issuance of stock options to employee | — | — | ||||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | 1,839,939 | 1,807,547 | ||||
| Inventories | (252,995 | ) | 152,369 | |||
| Prepayments and deposits | (98,992 | ) | 32,807 | |||
| Other receivables | — | — | ||||
| Accounts and Other payable and accrued expenses | (785,889 | ) | (9,284 | ) | ||
| Retention payable | — | — | ||||
| Taxes payable | 190,892 | 298,599 | ||||
| Prepaid land leases | — | (369,066 | ) | |||
| Operating lease | (298,897 | ) | (268,192 | ) | ||
| Net cash provided by (used in) by operating activities | 7,025,775 | 1,177,752 | ||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||
| Purchase of property, plant and equipment | (5,806,435 | ) | (9,860,142 | ) | ||
| Net cash used in investing activities | (5,806,435 | ) | (9,860,142 | ) | ||
| CASH FLOWS USED IN FINANCING ACTIVITIES | ||||||
| Repayment of finance lease obligation | (296,597 | ) | (264,976 | ) | ||
| Net cash used in financing activities | (296,597 | ) | (264,976 | ) | ||
| EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 1,912,746 | (1,382,029 | ) | |||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | 2,835,489 | (10,329,395 | ) | |||
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 94,222,538 | 100,301,986 | ||||
| CASH AND CASH EQUIVALENTS - END OF PERIOD | $ | 97,058,027 | $ | 89,972,591 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||
| Cash paid during the periods for: | ||||||
| Income taxes | $ | — | $ | — | ||
| Operating right-of-use assets obtained in exchange for lease obligations | $ | — | $ | — | ||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
See accompanying notes to the condensed consolidated financial statements.