The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Note 1 – Organization and
Operations
General Steel Holdings, Inc. (the
“Company”) was incorporated on August 5, 2002 in the state of Nevada. The Company through its 100% owned subsidiary,
General Steel Investment Co., Ltd, has been operating steel companies serving various industries in the People’s Republic
of China (“PRC”). The Company’s main operation, since disposal of its significant steel producing operating assets
and trading business at December 31, 2017 has been the 32% equity holding in Tianwu General Steel Material Trading Co., Ltd (“Tianwu”).
The Company, together with its subsidiaries and majority owned subsidiary, is referred to as the “Group”.
Note 2 – Summary of significant
accounting policies
The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities
and Exchange Commission (“SEC”). The financial statements include the accounts of all directly and owned subsidiaries
listed below. All material intercompany transactions and balances have been eliminated in consolidation. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial statements
have been included. Interim results are not necessarily indicative of results to be expected for the full year. The information
included in this Form 10-Q should be read in conjunction with information included in the 2017 annual report on Form 10-K filed
on December 17, 2018.
|
(a)
|
Basis
of presentation
|
The consolidated financial statements
of the Company reflect the activities of the following directly owned subsidiaries as of June 30, 2018:
Subsidiary
|
|
|
|
Percentage
of Ownership
|
|
General Steel Investment Co., Ltd.
|
|
British Virgin Islands
|
|
|
100.0
|
%
|
Tongyong Shengyuan (Tianjin) Technology Development Co., Ltd. (“Tongyong Shengyuan”)
|
|
PRC
|
|
|
100.0
|
%
|
Tianjin Shuangsi Trading Co. Ltd. (“Tianjin Shuangsi”)*
|
|
PRC
|
|
|
-
|
|
*Tianjin Shuangsi was
disposed on December 31, 2017 and its results of operations were presented as operations disposed for the six months ended June
30, 2017.
|
(b)
|
Principles
of consolidation – subsidiaries
|
The accompanying consolidated financial
statements include the financial statements of the Company and its subsidiaries.
Subsidiaries are those entities
in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial
and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes
at the meeting of directors.
All significant inter-company transactions
and balances have been eliminated upon consolidation.
Pursuant to ASU 2014-15, the Company
has assessed its ability to continue as a going concern for a period of one year from the date of the issuance of these consolidated
financial statements. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions
and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as
they become due within one year from the financial statement issuance date. The accompanying consolidated financial statements
have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as
a going concern. The Company currently has an accumulated deficit, working capital deficit, and incurred negative cash flows from
operating activities. These conditions raise substantial doubt as to its ability to continue as a going concern. These consolidated
financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or
the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Management anticipates that the
Company will be dependent, for the near future, on its ability to obtain financial support and credit guarantee from the Company’s
shareholders or other available resources from the PRC banks and other financial institutions given the Company’s credit
history. However, there is no assurance that the Company will be successful in this or any of its endeavors or become financially
viable to continue as a going concern.
The preparation of financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying
consolidated financial statements and footnotes. Actual results could differ from these estimates.
|
(e)
|
Concentration
of risks and other uncertainties
|
The Company’s operations are
carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced
by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s
operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North
America and Western Europe. The Company’s results may be adversely affected by changes in governmental policies with respect
to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation,
among other things.
None of the Company’s customers
individually accounted for more than 10% of total sales from operation disposed for the six and three months ended June 30, 2018.
One of the Company’s customers, a related party individually accounted for 97.9% of total sales from operation disposed for
the six months ended June 30, 2017, and none of the Company’s customers individually accounted for more than 10% of total
sales from operation disposed for the three months ended June 30, 2017.
None of the Company’s suppliers
individually accounted for more than 10% of the total purchases for the six and three months ended June 30, 2018. Three of the
Company’s suppliers accounted for 99.1% of the total purchases for the six months ended June 30, 2017. None of the Company’s
suppliers, all related parties accounted for more than 99.7% of the total purchases for the three months ended June 30, 2017.
|
(f)
|
Foreign
currency translation and other comprehensive income
|
The reporting currency of the Company
is the U.S. dollar. The Company’s subsidiaries in China use the local currency, Renminbi (“RMB”), as their functional
currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the
end of the period. The statement of operations accounts are translated at the average translation rates and the equity accounts
are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive
income in the statement of equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated
in a currency other than the functional currency are included in the results of operations as incurred.
Translation adjustments included
in accumulated other comprehensive income amounted to $2.90 million and $2.94 million as of June 30, 2018 and December 31, 2017,
respectively. The balance sheet amounts, with the exception of equity at June 30, 2018 and December 31, 2017 were translated at
6.62 RMB and 6.51 RMB to $1.00, respectively. The equity accounts were stated at their historical rate. The average translation
rates applied to statement of operations accounts for the three months ended June 30, 2018 and 2017 were 6.37 RMB and 6.88 RMB,
respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement
of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.
The PRC government imposes significant
exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not
had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions.
|
(g)
|
Financial
instruments
|
The accounting standard regarding
fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of
the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, other receivables,
other payable and accrued liabilities, to approximate their fair values because of the short period of time between the origination
of such instruments and their expected realization.
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
The accounting standards define
fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements
for fair value measures. The three levels are defined as follow:
|
·
|
Level
1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
·
|
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
|
|
·
|
Level
3 inputs to the valuation methodology are unobservable and significant to the fair value.
|
The Company did not identify any
other assets or liabilities that are required to be presented on the balance sheet at fair value.
Cash includes cash on hand and demand
deposits in banks with original maturities of less than three months.
Equipment is stated at cost less
accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets
with a 3%-5% residual value. The depreciation expense on assets acquired under capital leases is included with depreciation expense
on owned assets. The estimated useful lives are as follows:
The Company considers assets to
be impaired if the carrying value exceeds the future projected cash flows from related operations.
|
(j)
|
Investments
in unconsolidated entities
|
Entities in which the Company has
the ability to exercise significant influence, but does not have a controlling interest, are accounted for using the equity method.
Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock between 20%
and 50%, and other factors, such as representation on the Board of Directors, voting rights and the impact of commercial arrangements,
are considered in determining whether the equity method of accounting is appropriate. The Company accounts for investments with
ownership less than 20% using the cost method.
On December 28, 2015 General Steel
(China) Co., Ltd sold its 32% equity interest in Tianwu General Steel Material Trading Co., Ltd. to Tongyong Shengyuan, one of
the Company’s wholly owned subsidiaries, for $14.9 million (RMB 96.6 million). As of June 30, 2018, Tongyong Shengyuan’s
net investment in the unconsolidated entity was $15.0 million.
Total investment loss in unconsolidated
subsidiaries which was included in “Income (Loss) from equity investment” in the consolidated statements of operations
and comprehensive income (loss), amounted to $(0.6) million and $(0.8) million for the three months ended June 30, 2018 and 2017,
respectively and amounted to $2.9 million and $(1.5) million for the six months ended June 30, 2018 and 2017, respectively.
The Company performed significance
tests in accordance with SEC Rule 1-02(w) of Regulation S-X and determined Tianwu qualify as significant equity investee, the condensed
income statement of Tianwu is presented as follows:
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
CONDENSED STATEMENT OF OPERATIONS
(In thousands)
|
|
For the three months ended
|
|
|
|
June 30, 2018
|
|
|
June 30, 2017
|
|
NET SALES
|
|
$
|
1
|
|
|
$
|
358
|
|
|
|
|
|
|
|
|
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
84
|
|
|
|
47
|
|
FINANCE EXPENSES
|
|
|
1,309
|
|
|
|
1813
|
|
OTHER INCOME
|
|
|
-
|
|
|
|
(78
|
)
|
TOTAL EXPENSES
|
|
|
(1,393
|
)
|
|
|
1,782
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE PROVISION FOR INCOME TAXES
|
|
|
(1,392
|
)
|
|
|
(1,424
|
)
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FOR CONTINUING OPERATIONS
|
|
|
(1,392
|
)
|
|
|
(1,424
|
)
|
|
|
|
|
|
|
|
|
|
NET INCOME(LOSS) FROM OPERATIONS HELD FOR SALE
|
|
|
(353
|
)
|
|
|
(940
|
)
|
|
|
|
|
|
|
|
|
|
NET INCOME(LOSS)
|
|
$
|
(1,745
|
)
|
|
|
(2,364
|
)
|
CONDENSED STATEMENT OF OPERATIONS
(In thousands)
|
|
For the six months ended
|
|
|
|
June 30, 2018
|
|
|
June 30, 2017
|
|
NET SALES
|
|
$
|
54
|
|
|
$
|
932
|
|
|
|
|
|
|
|
|
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
187
|
|
|
|
85
|
|
FINANCE EXPENSES
|
|
|
2,614
|
|
|
|
3,494
|
|
OTHER INCOME
|
|
|
-
|
|
|
|
(68
|
)
|
TOTAL EXPENSES
|
|
|
2,801
|
|
|
|
3,511
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE PROVISION FOR INCOME TAXES
|
|
|
(2,747
|
)
|
|
|
(2,579
|
)
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES
|
|
|
-
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FOR CONTINUING OPERATIONS
|
|
|
(2,747
|
)
|
|
|
(2,580
|
)
|
|
|
|
|
|
|
|
|
|
NET INCOME(LOSS) FROM OPERATIONS HELD FOR SALE
|
|
|
11,837
|
|
|
|
(1,981
|
)
|
|
|
|
|
|
|
|
|
|
NET INCOME(LOSS)
|
|
$
|
9,090
|
|
|
|
(4,561
|
)
|
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Sales is recognized at the date of shipment
to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, the Company has no
other significant obligations and collectability is reasonably assured. Payments received before all of the relevant criteria for
revenue recognition are recorded as customer deposits. Sales represent the invoiced value of goods, net of value-added tax (VAT).
All of the Company’s products sold in the PRC are subject to a Chinese value-added tax at a rate of 13% or 17% of the gross
sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing
the finished product.
Gross versus Net Revenue Reporting
In the normal course of the Company’s
trading business, the Company orders directly the iron ore, nickel-iron-manganese alloys, and other steel-related products from
its suppliers and drop ships the products directly to its customers. In these situations, the Company generally collects the sales
proceeds directly from its customers and pays for the inventory purchases to its suppliers separately. The determination of whether
revenues should be reported on a gross or net basis is based on the Company’s assessment of whether it is the principal or
an agent in the transaction. In determining whether the Company is the principal or an agent, the Company follows the accounting
guidance for principal-agent considerations. Because the Company is not the primary obligor and is not responsible for (i) fulfilling
the steel-related products delivery, (ii) establishing the selling prices for delivery of the steel-related products, (iii) performing
all billing and collection activities including retaining credit risk and (iv) baring the back-end risk of inventory loss with
respect to any product return from its customer, the Company has concluded that it is the agent in these arrangements, and therefore
report revenues and cost of revenues on a net basis.
For the three and six months ended
June 30 2017, the Company reported gross sales of $0.2 million and $13.3 million, of which 38.5% and 98.2% were related party sales
and the Company had $0.1 million and $19.7 million in purchases, of which 5.6% and 99.1% were related party purchases resulting
in net profit of $0.1 million and net cost of sales of $6.4 million in operations held for sale. See details of related party sales
and purchases in Note 7.
In accordance with ASU No. 2014-08,
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity
or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic
shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity
meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held
for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major
current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and
liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations
(which we presented as operations disposed), less applicable income taxes (benefit), shall be reported as components of net income
(loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45.
On December 31, 2017, the Company
sold Shuangsi to Wendler Investment & Management Group Co., Ltd, a related party, no consideration was received. The result
of operations was presented as operations disposed in December 31, 2017 in the consolidated financial statements. The net deficiency
of Shuangsi as of December 31, 2017 is as follows:
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
(In thousands)
|
|
December 31, 2017
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
Cash
|
|
$
|
6
|
|
Prepaid taxes
|
|
|
1,048
|
|
Receivables
|
|
|
147
|
|
Total current assets
|
|
|
1,201
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
Other payable and accrued liabilities
|
|
|
2,654
|
|
Other payables - related parties
|
|
|
2,008
|
|
Total current liabilities
|
|
|
4,662
|
|
|
|
|
|
|
Accumulated other comprehensive income
|
|
|
130
|
|
Total net deficiency
|
|
|
(3,331
|
)
|
Net consideration
|
|
|
-
|
|
Gain in disposal of subsidiary
|
|
$
|
(3,331
|
)
|
Reconciliation of the amounts of
major classes of income and losses from operations disposed in the unaudited condensed consolidated statements of operations and
comprehensive loss which include Shuangsi’s operations for the three and six months ended June 30, 2018 and 2017.
|
|
For the three months ended June 30,
|
|
Operations Disposed – Tianjin Shuangsi:
|
|
2018
|
|
|
2017
|
|
(In thousands)
|
|
|
|
|
|
|
NET PROFIT
|
|
$
|
-
|
|
|
$
|
86
|
|
|
|
|
|
|
|
|
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
-
|
|
|
|
6
|
|
INCOME FROM OPERATIONS
|
|
|
-
|
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
OTHER EXPENSE
|
|
|
|
|
|
|
|
|
Finance/interest expense
|
|
|
-
|
|
|
|
1
|
|
Other expense, net
|
|
|
-
|
|
|
|
1
|
|
LOSS BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST
|
|
|
-
|
|
|
|
79
|
|
PROVISION FOR INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
NET LOSS FROM OPERATIONS DISPOSED
|
|
|
-
|
|
|
|
79
|
|
Less: Net loss attributable to noncontrolling interest from operations disposed
|
|
|
-
|
|
|
|
-
|
|
NET LOSS FROM OPERATIONS DISPOSED
|
|
$
|
-
|
|
|
$
|
79
|
|
|
|
For the six months ended June 30,
|
|
Operations Disposed – Tianjin Shuangsi:
|
|
2018
|
|
|
2017
|
|
(In thousands)
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
-
|
|
|
$
|
(6,413
|
)
|
|
|
|
|
|
|
|
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
-
|
|
|
|
12
|
|
LOSS FROM OPERATIONS
|
|
|
-
|
|
|
|
(6,425
|
)
|
|
|
|
|
|
|
|
|
|
OTHER EXPENSE
|
|
|
|
|
|
|
|
|
Finance/interest expense
|
|
|
-
|
|
|
|
1
|
|
Other expense, net
|
|
|
-
|
|
|
|
1
|
|
LOSS BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST
|
|
|
-
|
|
|
|
(6,426
|
)
|
PROVISION FOR INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
NET LOSS FROM OPERATIONS DISPOSED
|
|
|
-
|
|
|
|
(6,426
|
)
|
Less: Net loss attributable to noncontrolling interest from operations disposed
|
|
|
-
|
|
|
|
-
|
|
NET LOSS FROM OPERATIONS DISPOSED
|
|
$
|
-
|
|
|
$
|
(6,426
|
)
|
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Certain prior period amounts have
been reclassified to conform to the current period presentation. These reclassifications have no effect on the accompanying consolidated
statements of operations and cash flows.
|
(n)
|
Earnings (loss) per share
|
The Company has adopted the accounting
principles generally accepted in the United States regarding earnings per share (“EPS”), which requires presentation
of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings
(loss) per share.
Basic earnings (loss) per share
are computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period.
Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to
issue common stock were exercised and converted into common stock.
Treasury stock consists of shares
repurchased by the Company that are no longer outstanding and are held by the Company. Treasury stock is accounted for under the
cost method.
The Company has repurchased 494,462
total shares of its common stock, given retroactive effect to the 1-for-5 reverse stock split effective on October 29, 2015, under
the share repurchase plan approved by the Board of Directors in December 2010.
The Company accounts for income
taxes in accordance with the accounting principles generally accepted in the United States for income taxes. Under the asset and
liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the
expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets
and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes. The accounting principles generally
accepted in the United States for accounting for uncertainty in income taxes clarify the accounting and disclosure for uncertain
tax positions. A tax position is recognized as a benefit only if it is “more likely than not” that the tax
position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the
largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the
“more likely than not” test, no tax benefit is recorded.
The charge for taxation is based
on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that
have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using
the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of
assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable
tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are
recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences
can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized
or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited
or charged directly to equity, in which case the deferred tax is also dealt with in equity.
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Deferred income taxes are recognized
for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements,
net operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the
relevant taxing authorities.
An uncertain tax position is recognized as a benefit only if it is “more likely than not”
that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized
is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting
the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment
of income tax are classified as income tax expense in the period incurred. As of June 30, 2018, the Company’s income tax
returns for December 31, 2016, 2015 and 2014 remain subject to examination by the taxing authorities.
|
(q)
|
Share-based compensation
|
The Company accounts for equity
instruments issued in exchange for the receipt of goods or services from other than employees in accordance with the accounting
standards regarding accounting for stock-based compensation and accounting for equity instruments that are issued to other than
employees for acquiring or in conjunction with selling goods or services. Costs are measured at the estimated fair market value
of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable.
The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance
commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case
of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting
agreement.
|
(r)
|
Recently
issued accounting pronouncements
|
In January 2016, the Financial Accounting
Standards Board (“FASB”) issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities, to enhance the reporting model for financial instruments to provide
users of financial statements with more decision-useful information. The update requires equity investments (except those accounted
for under the equity method or those that result in consolidation of the investee) to be measured at fair value with changes in
fair value recognized in net income. It eliminated the requirement for public entities to disclose the method(s) and significant
assumptions used to estimate the fair value that is require to be disclosed for financial instruments measured at amortized cost
on the balance sheet. For public entities, the ASU is effective for the fiscal years beginning after December 15, 2017, including
interim periods within those fiscal years. The Company has evaluated and determined that the adoption would not have a material
effect on the Company’s financial statements.
In February 2016, the FASB issued
ASU 2016-02 Amendments to the ASC 842 Leases. This update requires lessee to recognize the assets and liability (the lease liability)
arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease,
a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise
an option to extend the lease or not to exercise an option to terminate the lease. Within a twelve months or less lease term, a
lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this
election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective
for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The
Company has evaluated and determined that the adoption would not have a material effect on the Company’s financial statements.
In April 2016, the FASB issued ASU
2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The objective is
to clarify the two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining
the related principles for these areas. The ASU affects the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic
606), which is not yet effective. The effective date and transition requirements for this ASU are the same as the effective date
and transition requirements in Topic 606 (and any other Topic amended by ASU 2014-09). ASU 2015-14, Revenue from Contracts with
Customers (Topic 606): Deferral of the Effective Date, defers the effective date of ASU 2014-09 by one year. The Company has evaluated
and determined that the adoption would not have a material effect on the Company’s financial statements.
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
In August 2016, the FASB has issued
Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and
Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement
of cash flows. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment
Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant
in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination;
(4)Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies,
including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests
in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments
are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those
fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim
periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period.
The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply
the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the
earliest date practicable. The Company has evaluated and determined that the adoption would not have a material effect on the Company’s
financial statements.
In May 2017, the FASB issued ASU 2017-09,
Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements and provides
guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required
to apply modification accounting under ASC 718. For all entities, this ASU is effective for annual reporting periods, including
interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including
adoption in any interim period. The Company does not believe the adoption of this ASU would have a material effect on the Company’s
financial statements.
In July 2017, the FASB issued ASU 2017-11,
Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815). The
amendments in Part I of the Update change the reclassification analysis of certain equity-lined financial instruments (or embedded
features) with down round features. The amendments in Part II of this Update re-characterize the indefinite deferral of certain
provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. For public business
entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an
entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal
year that includes that interim period. The amendments in Part II of this Update do not require any transition guidance because
those amendments do not have an accounting effect. Management plans to adopt this ASU during the year ending December 2019. The
Company does not believe the adoption of this ASU would have a material effect on the Company’s financial statements.
In February 2018, the FASB issued ASU 2018-02,
Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive
Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement
– Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented
in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years
beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update
is permitted, including adoption in any interim period for public business entities for reporting periods for which financial statements
have not yet been issued. The amendments in this Update should be applied either in the period of adoption or retrospectively to
each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs
Act is recognized. The Company does not believe the adoption of this ASU would have a material effect on the Company’s financial
statements.
The Company does not believe other recently
issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial
position, statements of operations and cash flows.
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Note 3– Other receivables,
net
Other receivables, net of allowance
for doubtful accounts consists of the following:
|
|
June 30, 2018
|
|
|
December 31, 2017
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Other receivables
|
|
$
|
124
|
|
|
$
|
124
|
|
Less: allowance for doubtful accounts
|
|
|
(121
|
)
|
|
|
(121
|
)
|
Net other receivables
|
|
$
|
3
|
|
|
$
|
3
|
|
Movement of allowance for doubtful
accounts, including related parties, is as follows:
|
|
June 30, 2018
|
|
|
December 31, 2017
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Beginning balance
|
|
$
|
169
|
|
|
$
|
169
|
|
Write off
|
|
|
(48
|
)
|
|
|
(48
|
)
|
Ending balance
|
|
|
121
|
|
|
|
121
|
|
Note 4 - Other payable and accrued
liabilities
Other payable and accrued liabilities consist
of the following:
|
|
June 30, 2018
|
|
|
December 31, 2017
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Salary payable
|
|
$
|
142
|
|
|
$
|
142
|
|
Short term payable, no interest due on demand
|
|
|
-
|
|
|
|
1,480
|
|
Professional fees
|
|
|
506
|
|
|
|
508
|
|
Other payable and accrued liabilities, net – continuing operations
|
|
$
|
648
|
|
|
$
|
2,130
|
|
Note 5 - Supplemental disclosure
of cash flow information
During
the six months ended June 30, 2017, the board approved to issue 200,000 restricted shares to a consultant pursuant to consulting
services performed in 2016.
Note 6– Taxes
Deferred taxes assets –
China
According to Chinese tax regulations,
net operating losses can be carried forward to offset operating income for the next five years. Management took into consideration
its operating forecast for the next five years and concluded that the beginning-of-the-year balance of deferred tax assets mainly
relating to the net operating loss carry forward may not be fully realizable due to the reduction in the projection of income to
be available in the next 5 years. Management therefore decided to provide 100% valuation allowance for the deferred tax assets.
Deferred taxes assets –
U.S.
General Steel Holdings, Inc. was
incorporated in the United States and has incurred net operating losses for income tax purposes for the six months ended June 30,
2018. The net operating loss carry forwards for United States income taxes amounted to $6.65 million, which may be available to
reduce future years’ taxable income. These carry forwards will expire, if not utilized, starting from 2027 through 2037.
Management believes that the realization of the benefits from these losses appears uncertain due to the Company’s limited
operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation
allowance on the deferred tax asset benefit to reduce the asset to zero. The valuation allowance as of June 30, 2018 was $2.6 million.
The net change in the valuation allowance for the six months ended June 30, 2018 was $0.05 million. Management will review this
valuation allowance periodically and make adjustments as warranted
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
The Company has no cumulative proportionate
retained earnings from profitable subsidiaries as of June 30, 2018. Accordingly, no provision has been made for U.S. deferred taxes
related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have
to be provided if we concluded that such earnings will be remitted in the future.
On December 22, 2017, the “Tax
Cuts and Jobs Act” (the “Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased
from 35% to 21%. Additionally, the Tax Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign
subsidiaries, and future foreign earnings are subject to U.S. taxation. The enactment of the ACT did not have material effect on
the Company’s financials as the Company has accumulated deficits and has provided full valuation allowance to its deferred
tax assets.
Note 7 – Related party
transactions and balances
Related party transactions
a. The following chart summarized
revenue from related parties for the three and six months ended June 30, 2018 and 2017.
Name of related parties
|
|
Relationship
|
|
For the three
months ended
June 30, 2018
|
|
|
For the three
months ended
June 30, 2017
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Wendlar Tianjin Industry Co., Ltd.
|
|
Partially owned by CEO through indirect shareholding*
|
|
|
-
|
|
|
|
15
|
|
Tianjin Hengying Trading Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
24
|
|
Tianjin Qiu Steel Investment Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
-
|
|
|
$
|
115
|
|
Less: Sales to related parties from operations disposed
|
|
|
|
|
-
|
|
|
|
(115
|
)
|
Sales–related parties – continuing operations
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
*The CEO is referred to
herein as the chief executive officer of General Steel Holdings, Inc. Mr. Zuosheng Yu.
Sales to related parties in trading
transactions from disposed operations, which were netted against the corresponding cost of goods sold, amounted to $0 million and
$6.4 million net cost of sales for the six months ended June 30, 2018 and 2017, respectively.
Name of related parties
|
|
Relationship
|
|
For the six
months ended
June
30, 2018
|
|
|
For the six
months ended
June
30, 2017
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Tianjin Dazhen Trading Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
(44
|
)
|
Wendlar Tianjin Industry Co., Ltd.
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
15
|
|
Tianjin Hengying Trading Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
12,993
|
|
Tianjin Qiu Steel Investment Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
76
|
|
Total
|
|
|
|
$
|
-
|
|
|
$
|
13,040
|
|
Less: Sales to related parties from operations disposed
|
|
|
|
|
-
|
|
|
|
(13,040
|
)
|
Sales–related parties – continuing operations
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
b. The following charts summarize
purchases from related parties for the three and six months ended June 30, 2018 and 2017.
Name of related parties
|
|
Relationship
|
|
For the three
months ended
June 30, 2018
|
|
|
For the three
months ended
June 30, 2017
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Wendlar Tianjin Industry Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
13
|
|
Tianjin Dazhen Trading Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
13
|
|
General Steel (China) Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
17
|
|
Total
|
|
|
|
$
|
-
|
|
|
$
|
43
|
|
Less Purchases from related parties from operations disposed
|
|
|
|
|
-
|
|
|
|
(43
|
)
|
Purchases–related parties–continuing operations
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Name of related parties
|
|
Relationship
|
|
For the six months
ended
June
30, 2018
|
|
|
For the six months
ended
June
30, 2017
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Wendlar Tianjin Industry Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
3,011
|
|
Tianjin Dazhen Trading Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
7,048
|
|
General Steel (China) Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
9,444
|
|
Total
|
|
|
|
$
|
-
|
|
|
$
|
19,503
|
|
Less Purchases from related parties from operations disposed
|
|
|
|
|
-
|
|
|
|
(19,503
|
)
|
Purchases–related parties–continuing operations
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Related party balances
a.
Other payables – related parties:
Other payables – related parties
are those nontrade payables arising from transactions between the Company and its related parties, such as advances or payments
from these related parties on behalf of the Group.
GENERAL STEEL HOLDINGS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Name of related parties
|
|
Relationship
|
|
June 30, 2018
|
|
|
December 31,
2017
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Yangpu Capital Automobile
|
|
Partially owned by CEO through indirect shareholding
|
|
|
95
|
|
|
|
95
|
|
General Steel (China) Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
9,467
|
|
|
|
6,881
|
|
Zuosheng Yu
|
|
CEO
|
|
|
98
|
|
|
|
1,469
|
|
Total
|
|
|
|
$
|
9,660
|
|
|
$
|
8,445
|
|
Note 8 – Equity
In March
2017, the board approved to issue 200,000 restricted shares to a consultant pursuant to consulting services performed in 2016.
Note 9 – Subsequent events
On August 24, 2018, the Company
entered into a subscription agreement with Hummingbird Holdings Limited, a BVI entity. Pursuant to the Subscription Agreement,
the Investor purchased 7,352,941 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of
$0.034 per share for aggregate gross proceeds of $250,000.
On November 30, 2018, the Company
entered into another subscription agreement with Hummingbird Holdings Limited, a BVI entity. Pursuant to the Subscription Agreement,
the Investor purchased 14,285,715 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of
$0.035 per share for aggregate gross proceeds of $500,000.
On December 31, 2018, the Company
entered into a Share Exchange Agreement (the “Agreement”) with Fresh Human Global Ltd., a Cayman Islands corporation
(“FH”) and Hummingbird Holdings Limited, the sole shareholder of FH (“Hummingbird”) holding one share of
FH. Pursuant to the terms of the Agreement, Hummingbird exchanged its equity interest in FH for 4,175,095 shares of restricted
stock (the “Shares”) of the Company (the “Exchange”). As a result of the Exchange, FH is now a wholly-owned
subsidiary of the Company. FH was valued at $4,175,095.
The transactions contemplated by
the Agreement are related party transactions. Hummingbird is a shareholder of the Company, holding 51.1% of the Company’s
outstanding common stock and through ownership of the Company’s Series A Preferred Stock has voting power of 30% of the combined
voting power of our common stock and preferred stock, and as a result of the Exchange, Hummingbird now holds 55.5 % of the common
stock of the Company.
FH is the sole shareholder of Tuotuo
River HK Limited, a Hong Kong limited liability company, which through various contractual arrangements between Tuotuo’s
wholly-owned subsidiary Beijing Qianhaitong Technology Development Co., Ltd. and Beijing Ouruixi Medical Technology Co., Ltd.,
a PRC entity and its shareholders is in the business of cell research, development, storage and cell culture service in the People’s
Republic of China.