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.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Note 1 – Background
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,
operates steel companies serving various industries in the People’s Republic of China (“PRC”). The Company’s
main operation is manufacturing and sales of steel products such as steel rebar, hot-rolled carbon and silicon sheets and spiral-weld
pipes. The Company, together with its subsidiaries, majority owned subsidiaries and variable interest entity, is referred to as
the “Group”.
On April 29, 2011, a 20-year Unified Management
Agreement (“the Agreement”) was entered into between the Company, the Company’s 60%-owned subsidiary Shaanxi
Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”), Shaanxi Coal and Chemical Industry Group Co., Ltd. (“Shaanxi
Coal”) and Shaanxi Iron and Steel Group (“Shaanxi Steel”). Shaanxi Steel is the controlling shareholder of Shaanxi
Longmen Iron and Steel Group Co., Ltd (“Long Steel Group”) which is the non-controlling interest holder in Longmen
Joint Venture, and Shaanxi Coal, a state owned entity, is the parent company of Shaanxi Steel. Under the terms of the Agreement,
all manufacturing machinery and equipment of Longmen Joint Venture and the $590.7 million (or approximately RMB 3.7 billion) of
newly constructed iron and steel making facilities owned by Shaanxi Steel, which includes one 400m
2
sintering machine,
two 1,280m
3
blast furnaces, two 120 ton converters and some auxiliary systems, are managed collectively as a single
virtual asset pool (“Asset Pool”). Longmen Joint Venture manages the Asset Pool as the principal operating entity and
is responsible for the daily operations of the new and existing facilities.
The Agreement leverages each of the parties’
operating strengths, allowing the Longmen Joint Venture to derive the greatest benefit from the cooperation and the newly constructed
iron and steel making facilities. At the designed efficiency level, these new facilities are expected to contribute three million
tons of crude steel production capacity per year.
Longmen Joint Venture pays Shaanxi Steel
for the use of their iron and steel making facilities an amount equaling the depreciation expense on the equipment constructed
by Shaanxi Steel as well as 40% of the pre-tax profit generated by the Asset Pool. The remaining 60% of the pre-tax profit is allocated
to Longmen Joint Venture. As a result, the Company’s economic interest in the profit generated by Longmen Joint Venture decreased
from 60% to 36%. However, the overall capacity under the management of Longmen Joint Venture has increased by three million tons,
or 75%. The Agreement is also expected to improve Longmen Joint Venture’s cost structure through sustainable and steady sourcing
of key raw materials and reduced transportation costs. The distribution of profit is subject to a prospective adjustment after
the first two years based on each entity’s actual investment of time and resources into the Asset Pool.
The parties to the Agreement have agreed
to establish the Shaanxi Longmen Iron and Steel Unified Management Supervisory Committee ("Supervisory Committee") to
ensure that the facilities and related resources are being operated and managed according to the stipulations set forth in the
Agreement. However, the Board of Directors of Longmen Joint Venture, of which the Company holds 4 out of 7 seats, requires a simple
majority vote. Therefore, the Board of Directors of Longmen Joint Venture remains the controlling decision-making body of Longmen
Joint Venture and the Asset Pool.
The Agreement constitutes an arrangement
that involves a lease which met certain of the criteria of a capital lease and therefore, the lease is accounted for as such by
Longmen Joint Venture as a capital lease. See Notes 2 “Summary of significant accounting policies”, 15 “Capital
lease obligations” and 16 “Profit sharing liability”.
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 Exchange Commission
(“SEC”). Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial
statements. The financial statements include the accounts of all directly, indirectly owned subsidiaries and the variable interest
entity 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 to give a fair statement have
been included. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q
should be read in conjunction with information included in the 2012 annual report filed on Form 10-K filed on June 17, 2013.
|
(a)
|
Basis of presentation
|
The unaudited condensed consolidated financial
statements of the Company reflect the activities of the following major directly owned subsidiaries:
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Subsidiary
|
|
Percentage
of Ownership
|
|
General Steel Investment Co., Ltd.
|
British Virgin Islands
|
|
|
100.0
|
%
|
General Steel (China) Co., Ltd. (“General Steel (China)”)
|
PRC
|
|
|
100.0
|
%
|
Baotou Steel – General Steel Special Steel Pipe Joint Venture Co., Ltd.
|
PRC
|
|
|
80.0
|
%
|
Yangpu Shengtong Investment Co., Ltd.
|
PRC
|
|
|
99.1
|
%
|
Tianjin Qiu Steel Investment Co., Ltd. (“Qiu Steel”)
|
PRC
|
|
|
98.7
|
%
|
Longmen Joint Venture
|
PRC
|
|
|
VIE/60.0
|
%
|
Maoming Hengda Steel Company, Ltd. (“Maoming Hengda”)
|
PRC
|
|
|
99.0
|
%
|
Tianwu General Steel Material Trading Co., Ltd (“Tianwu Joint Venture”)
|
PRC
|
|
|
60.0
|
%
|
|
(b)
|
Principles of consolidation – subsidiaries
|
The accompanying unaudited condensed consolidated
financial statements include the financial statements of the Company, its subsidiaries, its variable interest entity (“VIE”)
for which the Company is the ultimate primary beneficiary, and the VIE’s 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.
A VIE is an entity in which the Company,
or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership
of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.
All significant inter-company transactions and balances have
been eliminated upon consolidation.
Prior to entering into the Unified Management
Agreement on April 29, 2011, Longmen Joint Venture had been consolidated as the Company’s 60% direct owned subsidiary. Upon
entering into the Unified Management Agreement on April 29, 2011, Longmen Joint Venture was re-evaluated by the Company to determine
if Longmen Joint Venture is a VIE and if the Company is the primary beneficiary.
Based on projected profits in this entity
and future operating plans, Longmen Joint Venture ’s equity at risk is considered insufficient to finance its activities
and therefore Longmen Joint Venture is considered to be a VIE.
The Company would be considered the primary
beneficiary of the VIE if it has both of the following characteristics:
|
a.
|
The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and
|
|
b.
|
The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
|
A Supervisory Committee was formed during
the negotiation of the Unified Management Agreement. Given there is both a Supervisory Committee and a Board with respect to Longmen
Joint Venture , the powers (rights and roles) of both bodies were considered to determine which party has the power to direct
the activities of Longmen Joint Venture , and by extension, whether the Company continues to have the power to direct Longmen
Joint Venture ’s activities after this Supervisory Committee was formed and the significant investment in plant and equipment
by owners of the Longmen Joint Venture partner, as discussed in Note 1- “Background”. The Supervisory Committee, which
the Company holds 2 out of 4 seats, requires a ¾ majority vote, while the Board, which the Company holds 4 out of 7 seats,
requires a simple majority vote. As the Supervisory Committee’s role is limited to supervising and monitoring management
of Longmen Joint Venture and in the event there is any disagreement between the Board and the Supervisory Committee, the Board
prevails, the Supervisory Committee is considered subordinate to the Board. Thus, the Board of Directors of Longmen Joint Venture
continues to be the controlling decision-making body with respect to Longmen Joint Venture. The Company, which controls 60% of
the voting rights of the Board of Directors, has control over the operations of Longmen Joint Venture and as such, has the power
to direct the activities of the VIE that most significantly impact Longmen Joint Venture ’s economic performance.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
In connection
with the Unified Management Agreement, the Company, Shaanxi Coal and Shaanxi Steel may provide such support on a discretionary
basis or as needed in the future. See Note 2 item (d) Liquidity.
The Company has the obligation to absorb
losses and the rights to receive benefits based on the profit allocation as stipulated by the Unified Management Agreement that
are significant to the VIE. As both conditions are met, the Company is the primary beneficiary of Longmen Joint Venture and therefore,
continues to consolidate Longmen Joint Venture as a VIE.
The Company believes that the Unified Management
Agreement between Longmen Joint Venture and Shaanxi Coal is in compliance with PRC law and is legally enforceable. The Board of
Directors of Longmen Joint Venture continues to be the controlling decision-making body with respect to Longmen Joint Venture.
The Company, which controls 60% of the voting rights of the Board of Directors, has control over the operations of Longmen Joint
Venture and as such, has the power to direct the activities of the VIE. However, PRC law and/or uncertainties in the PRC legal
system could limit the Company’s ability to enforce the Unified Management Agreement, which in turn, may lead to reconsideration
of the VIE assessment and the potential for a different conclusion. The Company makes ongoing assessment to determine whether Longmen
Joint Venture is a VIE.
The carrying amount of the VIE and its
subsidiaries’ consolidated assets and liabilities are as follows:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Current assets
|
|
$
|
1,129,118
|
|
|
$
|
1,285,967
|
|
Plant and equipment, net
|
|
|
1,160,089
|
|
|
|
1,154,811
|
|
Other noncurrent assets
|
|
|
80,424
|
|
|
|
72,428
|
|
Total assets
|
|
|
2,369,631
|
|
|
|
2,513,206
|
|
Total liabilities
|
|
|
(2,784,151)
|
|
|
|
(2,943,761)
|
|
Net liabilities
|
|
$
|
(415,520)
|
|
|
$
|
(430,555)
|
|
VIE and its subsidiaries’ liabilities
consist of the following:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Short term notes payable
|
|
$
|
785,296
|
|
|
$
|
971,117
|
|
Accounts payable
|
|
|
386,434
|
|
|
|
324,563
|
|
Accounts payable - related parties
|
|
|
154,146
|
|
|
|
177,160
|
|
Short term loans - bank
|
|
|
84,753
|
|
|
|
114,935
|
|
Short term loans - others
|
|
|
141,956
|
|
|
|
141,290
|
|
Short term loans - related parties
|
|
|
97,766
|
|
|
|
35,839
|
|
Current maturities of long-term loans – related party
|
|
|
55,196
|
|
|
|
54,885
|
|
Other payables and accrued liabilities
|
|
|
38,490
|
|
|
|
29,769
|
|
Other payables - related parties
|
|
|
67,261
|
|
|
|
64,941
|
|
Customer deposits
|
|
|
104,328
|
|
|
|
109,120
|
|
Customer deposits - related parties
|
|
|
12,649
|
|
|
|
21,998
|
|
Deposit due to sales representatives
|
|
|
40,484
|
|
|
|
33,870
|
|
Deposit due to sales representatives – related parties
|
|
|
1,772
|
|
|
|
1,238
|
|
Taxes payable
|
|
|
11,106
|
|
|
|
15,339
|
|
Deferred lease income
|
|
|
2,132
|
|
|
|
2,120
|
|
Intercompany payable to be eliminated
|
|
|
21,576
|
|
|
|
30,476
|
|
Total current liabilities
|
|
|
2,005,345
|
|
|
|
2,128,660
|
|
Non-current liabilities:
|
|
|
|
|
|
|
|
|
Long term loans - related parties
|
|
|
38,304
|
|
|
|
38,088
|
|
Long-term other payable – related party
|
|
|
43,252
|
|
|
|
43,008
|
|
Deferred lease income - noncurrent
|
|
|
74,971
|
|
|
|
75,079
|
|
Capital lease obligations
|
|
|
337,075
|
|
|
|
330,099
|
|
Profit sharing liability
|
|
|
283,831
|
|
|
|
328,827
|
|
Other noncurrent liabilities
|
|
|
1,373
|
|
|
|
-
|
|
Total non-current liabilities
|
|
|
778,806
|
|
|
|
815,101
|
|
Total liabilities of consolidated VIE
|
|
$
|
2,784,151
|
|
|
$
|
2,943,761
|
|
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
VIE
and its subsidiaries’ statements of operations are as follows:
|
|
Three months ended March 31, 2013
|
|
|
Three months ended March, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Sales
|
|
$
|
646,748
|
|
|
$
|
643,276
|
|
Gross profit
|
|
$
|
4,367
|
|
|
$
|
5,275
|
|
Income (loss) from operations
|
|
$
|
40,050
|
|
|
$
|
(11,594)
|
|
Net income (loss) attributable to controlling interest
|
|
$
|
8,325
|
|
|
$
|
(30,348)
|
|
Longmen Joint Venture has two 100% owned
subsidiaries, Yuxin Trading Co., Ltd. (“Yuxin”) and Yuteng Trading Co., Ltd. (“Yuteng”). Prior to March
1, 2012, Longmen Joint Venture had three consolidated subsidiaries, Hualong Fire Retardant Material Co., Ltd. (“Hualong”),
Hancheng Tongxing Metallurgy Co., Ltd. (“Tongxing”) and Beijing Huatianyulong International Steel Trading Co., Ltd.
(“Huatianyulong”), in which Longmen Joint Venture did not hold a controlling interest. On March 1, 2012, Longmen Joint
Venture sold its equity interest in Tongxing, and, as of March 31, 2012, Longmen Joint Venture has two consolidated subsidiaries,
Hualong and Huatianyulong, in which it does not hold a controlling interest. Hualong and Huatianyulong are separate legal entities
which were established in the PRC as limited liability companies and subsequently acquired by Longmen Joint Venture in June 2007
and July 2008, respectively. Prior to and subsequent to their acquisition by Longmen Joint Venture, these two entities have been
operating as self-sustaining integrated sets of activities and assets conducted and managed for the purpose of providing a return
to shareholders consisting of all the inputs, processes and outputs of a business. However, these two entities do not meet the
definition of variable interest entities. Further consideration was given to whether consolidation was appropriate under the voting
interest model, specifically where the power of control may exist with a lesser percentage of ownership (i.e. less than 50%), for
example, by contract, lease, agreement with other stockholders or by court decree.
Hualong
Longmen Joint Venture, the single largest
shareholder, holds a 36.0% equity interest in Hualong. The other two shareholders, who own 34.67% and 29.33% respectively, assigned
their voting rights to Longmen Joint Venture in writing at the time of the acquisition of Hualong. The voting rights have been
assigned through the date Hualong ceases its business operations or the other two shareholders sell their interest in Hualong.
Hualong’s main business is to supply refractory.
Tongxing
Prior to March 1, 2012, Longmen Joint Venture
held a 22.76% equity interest in Tongxing while hundreds of employees of Longmen Joint Venture owned the remaining 77.24%. Each
individual employee shareholder comprising the remaining 77.24% assigned its voting rights to Longmen Joint Venture in writing
at the time of the acquisition of Tongxing. The voting rights assigned were effective until Tongxing ceased its business operations
or Longmen Joint Venture liquidated its equity interest of Tongxing, whichever came first.
On March 1, 2012, Longmen Joint Venture
sold its 22.76% equity interest of Tongxing to two individuals, who are the representatives from Long Steel Group. As of March
1, 2012, Tongxing had a carrying value of net assets of $40.5 million which were included in the consolidated net assets of the
Company and a noncontrolling interest in Tongxing of $32.5 million. The Company retained the land use right associated with the
Tongxing property adjacent to the Longmen Joint Venture facility, which had a carrying value of $3.6 million immediately prior
to the transaction and relinquished its controlling interest in the remaining net assets (primarily operating assets). In connection
with the transaction, the Company also settled with a payable in cash of $0.3 million and transferred the dividend receivable of
$0.9 million from Tongxing to the two individuals. These arrangements meet the criteria of ASC 810-10-40-6b and 6d, deconsolidation
of a Subsidiary with multiple arrangements treated as a single transaction. As the land use rights held in Tongxing have been
included as part of the Company’s consolidated assets, this transaction was considered as a change in the Company’s
ownership interest in the land use right similar to a change in a parent company’s ownership interest in a subsidiary in
accordance with ASC 810-10-45-23 and therefore the carrying value of the land use right was not stepped up to fair value. The net
impact of these transactions resulted in a reduction of $3.1 million paid-in capital as of March 31, 2012.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Huatianyulong
Longmen Joint Venture holds a 50.0% equity
interest in Huatianyulong and the other unrelated shareholder holds the remaining 50.0%. The other shareholder assigned its voting
rights to Longmen Joint Venture in writing at the time of acquisition of Huatianyulong. The voting rights have been assigned through
the date Huatianyulong ceases its business operation or the other unrelated shareholder sells its interest in Huatianyulong. Huatianyulong
mainly sells imported iron ore.
The Company has determined that it is appropriate
for Longmen Joint Venture to consolidate Hualong and Huatianyulong with appropriate recognition in the Company’s financial
statements of the non-controlling interests in each entity, beginning on the acquisition dates as these were also the effective
dates of the agreements with other stockholders granting a majority voting rights in each entity, and thereby, the power of control,
to Longmen Joint Venture. The Company also has determined that it is appropriate for Longmen Joint Venture to consolidate Tongxing’s
net income from the beginning of the acquisition date to March 1, 2012, the date on which Longmen Joint Venture relinquished its
equity interest and majority voting rights in Tongxing, and thereby its power of control of Tongxing.
The Company’s accounts have been
prepared in accordance with U.S. GAAP on a going concern basis. The going concern basis assumes that assets are realized and liabilities
are extinguished in the ordinary course of business at amounts disclosed in the financial statements. The Company’s ability
to continue as a going concern depends upon aligning its sources of funding (debt and equity) with the expenditure requirements
of the Company and repayment of the short-term debt facilities as and when they fall due.
The steel business is capital intensive
and as a normal industry practice in PRC, the Company is highly leveraged. Debt financing in the form of short term bank loans,
loans from related parties, financing sales, bank acceptance notes, and capital leases have been utilized to finance the working
capital requirements and the capital expenditures of the Company. As a result, the Company’s debt to equity ratio as of March
31, 2013 and December 31, 2012 were (6.7) and (7.1), respectively. As of March 31, 2013, the Company’s current liabilities
exceed current assets (excluding non-cash item) by $907.4 million. And as of August 31, 2013, the Company’s estimated current
liabilities may exceed current assets (excluding non-cash item) by $954.9 million.
Longmen Joint Venture, as the most important
subsidiary of the Company, accounted for majority of total sales of the Company. As such, the majority of the Company’s working
capital needs come from Longmen Joint Venture. The Company’s ability to continue as a going concern depends heavily on Longmen
Joint Venture’s operations. Longmen Joint Venture has obtained different types of financial supports, which are listed below
by category:
Line of credit
The Company received lines of credit from
four major banks totaling $124.7 million with expiration dates ranging from August 25, 2014 to October 26, 2014.
Banks
|
|
Amount of
Line of Credit
(in millions)
|
|
|
Repayment Date
|
Bank of China
|
|
|
19.4
|
|
|
August 25, 2014 to October 26, 2014
|
China Everbright Bank
|
|
|
48.6
|
|
|
October 8, 2014
|
Bank of Ningxia
|
|
|
24.3
|
|
|
September 27, 2014
|
Bank of Xi’an
|
|
|
32.4
|
|
|
October 9, 2014
|
Total
|
|
$
|
124.7
|
|
|
|
As of the date of this report, the Company
utilized $76.1 million of these lines of credit.
Vendor financing
Longmen Joint Venture signed additional
vendor financing agreements, which will provide liquidity to the Company in a total amount of $729.0 million with the following
companies:
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Company
|
|
Financing period covered
|
|
Financing Amount
(in millions)
|
|
|
|
|
|
|
|
Company A – related party
|
|
January 6, 2013 – January 5, 2015
|
|
$
|
162.0
|
|
Company B – third party
|
|
January 6, 2013 – January 5, 2015
|
|
|
81.0
|
|
Company C – third party
|
|
October 1, 2013 – March 31, 2015
|
|
|
486.0
|
|
Total
|
|
|
|
$
|
729.0
|
|
Company A, a related party company and
Company B, a third party company, are both Longmen Joint Venture’s major coke suppliers. They have been doing business with
Longmen Joint Venture for years. Each company has signed a two-year agreement with Longmen Joint Venture which was effective on
January 6, 2013 to finance Longmen Joint Venture for its coke purchase for a two-year period. According to the above signed agreement,
both Company A and B will not demand any cash payments for next two years. As of the date of this report, our payables to Company
A and Company B were approximately $53.2 million and $47.2 million, respectively.
As a critical business stakeholder to the
Company’s Tianwu Joint Venture, Company C is a Fortune 500 Company. In October 2012, Company C signed a one year agreement
with Longmen Joint Venture to finance Longmen Joint Venture’s purchase of iron ore for an amount up to $158.3 million to
commence on October 1, 2012. In June 2013, Company C signed another one year agreement with Longmen Joint Venture to finance Longmen
Joint Venture’s purchase of iron ore for an amount up to $318.4 million to commence on October 1, 2013. According to the
agreement, Company C agrees to provide an amount not less than $318.4 million in iron ore to Longmen Joint Venture. Subject to
the terms of the agreement, Longmen Joint Venture is subject to a penalty of 0.05% of the daily outstanding balance owed to Company
C in an event of late payment. The agreement also helps secure Company C’s iron ore sales to Longmen Joint Venture. On June
28, 2013, Company C agreed to increase the finance amount limit to $486.0 million and extended the financing period to March 31,
2015. As of the date of this report, our payable to Company C is approximately $0.1 million.
Financing sales
As part of our working capital management,
Longmen Joint Venture has entered into an additional financing sales agreement with a third party company, Company D and two 100%
owned subsidiaries of Longmen Joint Venture, named Yuxin Trading Co., Ltd. (“Yuxin”) and Yuteng Trading Co., Ltd. (“Yuteng”)
(“financing sales”) to provide liquidity to the Company in the total amount of $81.0 million. See Note 9 for financing
sales details.
Based on the contract terms, from December
31, 2012 until the earlier of the expiration date of the contract or December 31, 2013, the advance payment balance from Company
D cannot be less than $81.0 million. The contract has been extended to December 31, 2014. The remaining financing sales balance
can be paid by installment based on Longmen Joint Venture’s goods delivery volume. As of the date of this report, our payable
to Company D is approximately $55.7 million.
Other financing
On January 7, 2013, Longmen Joint Venture
signed a payment extension agreement with each company listed below. In total, Longmen Joint Venture can get $44.6 million in financial
support from a two-year balancing payment extension granted by the following three companies:
Company
|
|
Financing period covered
|
|
Financing Amount
(in millions)
|
|
|
|
|
|
|
|
Company E – related party
|
|
January 7, 2013 – January 6, 2015
|
|
$
|
16.2
|
|
Company F – related party
|
|
January 7, 2013 – January 6, 2015
|
|
|
21.1
|
|
Company G – related party
|
|
January 7, 2013 – January 6, 2015
|
|
|
7.3
|
|
Total
|
|
|
|
$
|
44.6
|
|
According to the contract terms, Company
E, Company F and Company G, have agreed to grant a two year payment extension in the amounts of $16.2 million, $21.1 million and
$7.3 million respectively. As of the date of this report, our payables to Company E, Company F and Company G are approximately
$17.1 million, $5.1 million and $18.6 million, respectively.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Amount due to sales representatives
Longmen Joint Venture entered into agreements
with various entities to act as the Company’s exclusive sales agents in specified geographic areas. These exclusive
sales agents must meet certain criteria and are required to deposit a certain amount of money with the Company. In return, the
sales agents receive exclusive sales rights in a specified area and discounted prices on products they order. These deposits bear
no interest and are required to be returned to the sales agent once the agreement is terminated. As of June 30, 2013, Longmen Joint
Venture has collected a total amount of $32.6 million. Historically, this amount is quite stable and we do not expect a big fluctuation
in this amount for the next twelve months from August 31, 2013 onwards.
With the financial support from the banks
and the companies above, management is of the opinion that the Company has sufficient funds to meet its future operations, working
capital requirements and debt obligations until the end of August 31, 2014. The detailed breakdown of Longmen Joint Venture’s
estimated cash flows items are listed below.
|
|
Cash inflow (outflow)
(in millions)
|
|
|
|
For the twelve months ended
August 31, 2014
|
|
Estimated current liabilities over current assets (excluding non-cash items) as of August 31, 2013 (unaudited)
|
|
$
|
(954.9)
|
|
Projected cash financing and outflows:
|
|
|
|
|
Cash provided by line of credit from banks
|
|
|
124.7
|
|
Cash provided by vendor financing
|
|
|
729.0
|
|
Cash provided by financing sales
|
|
|
81.0
|
|
Cash provided by other financing
|
|
|
44.6
|
|
Cash provided by sales representatives
|
|
|
32.6
|
|
Cash projected to be used in operations in the twelve months ended August 31, 2014
|
|
|
(31.9)
|
|
Net projected change in cash for the twelve months ended August 31, 2014
|
|
$
|
25.1
|
|
As a result, the unaudited condensed consolidated
financial statements for the period ended March 31, 2013 have been prepared on a going concern basis.
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
unaudited condensed consolidated financial statements and footnotes. Significant accounting estimates reflected in the Company’s
unaudited condensed consolidated financial statements include the fair value of the profit sharing liability, the useful lives
of and impairment for property, plant and equipment, and potential losses on uncollectible receivables, the interest rate used
in the financing sales, the fair value of the assets recorded under capital lease, the present value of the net minimum lease payments
of the capital lease and the fair value of the profit share liability. Actual results could differ from these estimates.
|
(f)
|
Concentration of risks and 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.
The Company has significant exposure to
the fluctuation of raw materials and energy prices as part of its normal operations. As of March 31, 2013 and December 31, 2012,
the Company does not have any open commodity contracts to mitigate such risks.
Cash includes demand deposits in accounts
maintained with banks within the PRC, Hong Kong and the United States. Total cash (including restricted cash balances) in these
banks on March 31, 2013 and December 31, 2012 amounted to $336.0 million and $369.9 million, including $9.5 million and
$2.3 million that were deposited in Shaanxi Coal and Chemical Industry Group Financial Co., Ltd., a related party, respectively.
As of March 31, 2013, $0.2 million cash in the bank was covered by insurance. The Company has not experienced any losses in other
bank accounts and believes it is not exposed to any risks on its cash in bank accounts.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
The Company’s five major customers
are all distributors and collectively represented approximately 20.4% and 45.0% of the Company’s total sales for the three
months ended March 31, 2013 and 2012, respectively. These five major customers accounted for 0% and 47.8% of total accounts receivable,
including related parties, as of March 31, 2013 and December 31, 2012, respectively. None of the five major customers accounted
for more than 10% of total accounts receivable as of March 31, 2013 and one of the five major customers accounted for more than
10% of total accounts receivable as of December 31, 2012.
For the three months ended March 31, 2013
and 2012, the Company purchased approximately 32.6% and 65.3% of its raw materials from five major suppliers, respectively. These five
vendors accounted for 30.2% and 33.8% of total accounts payable, including related parties, as of March 31, 2013 and December 31,
2012, respectively. One of the five major suppliers individually accounted for more than 10% of total accounts payable as of March
31, 2013 and one of the five major suppliers individually accounted for more than 10% of total accounts payable as of December
31, 2012.
|
(g)
|
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 $8.6 million and $10.2 million as of March 31, 2013 and December 31, 2012, respectively.
The balance sheet amounts, with the exception of equity at March 31, 2013 and December 31, 2012 were translated at 6.27 RMB and
6.30 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 March 31, 2013 and 2012 were 6.28 RMB and 6.30 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.
|
(h)
|
Financial instruments
|
The accounting standards 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, short term investment,
accounts receivable, other receivables, accounts 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. For short term loans and notes
payable, the Company concluded the carrying values are a reasonable estimate of fair values because of the short period of time
between the origination and repayment and as their stated interest rates approximate current rates available.
The Company analyzes all financial instruments
with features of both liabilities and equity, pursuant to which the Company’s warrants were required to be recorded as a
liability at fair value and marked to market each reporting period.
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.
|
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
On December
13, 2007, the Company entered into a Securities Purchase Agreement (the “Agreement”) with certain institutional investors
issuing $40.0 million (“Notes”) and 1,154,958 warrants. The warrants can be exercised for common stock through May
13, 2013 at $13.51 per share, subject to customary anti-dilution adjustments. On December 24, 2009, the holders of the existing
warrants of 1,154,958 shares entered into an agreement with the Company that reset the exercise price from $13.51 to $5 per share
and increased the number of warrants from 1,154,958 to 3,900,871.
In December 2009, the Company issued an
additional 2,777,778 warrants in connection with a registered direct offering, which expired as of June 24, 2012.
The aforementioned warrants meet the definition
of a derivative instrument in the accounting standards. Therefore these instruments are accounted for as derivative liabilities
and recorded at their fair value as of each reporting period. The change in the value of the derivative liabilities is charged
against or credited to income. The fair value was determined using the Cox Rubenstein Binomial Model, defined in the
accounting standard as Level 2 inputs, and recorded the change in earnings. See Note 12
– “
Convertible notes
and derivative liabilities” for the variables used in the Cox Rubenstein Binomial model.
The Company determined the carrying value
of the profit sharing liability using Level 3 inputs by considering the present value of Longmen Joint Venture’s projected
profits/losses with a discount rate of 7.3% based on the Company’s average borrowing rate. The projected profits/losses in
Longmen Joint Venture were based upon, but not limited to, the following assumptions until April 30, 2031:
|
·
|
projected selling units and growth in the steel market
|
|
·
|
projected unit selling price in the steel market
|
|
·
|
projected unit purchase cost in the coal and iron ore markets
|
|
·
|
selling and general and administrative expenses to be in line with the growth in the steel market
|
|
·
|
projected bank borrowings
|
The above assumptions were reviewed by
the Company at March 31, 2013 and the Company changed those assumptions as compared to the assumption used at December 31, 2012
because of the changes in market conditions in PRC. Since the Company had the most updated information from the banks, GDP report
and the operating results from the three and six months ended June 30, 2013, all of the above information indicated the downward
trend in the steel manufacturing industry in the coming years. As a result, the Company re-measured the fair value of the 40% profit
sharing liability as of the beginning of the period ended March 31, 2013 and recorded a gain on change in fair value of profit
sharing liability of $51.9 million.
If there will be any slight changes in
any of the assumptions that we used, the fair value of the profit sharing liability will be changed accordingly. If we would reduce
the projected bank borrowings rate by 1.0% and other factors remained unchanged, our profit sharing liability as of the beginning
of the period ended March 31, 2013 would have been $315.7 million and we would reduce a gain on the change in the fair value of
profit sharing liabilities by $38.8 million. If we would reduce the projected selling units and growth in the steel market rate
by 1.0% and other factors remained unchanged, our profit sharing liability as of the beginning of the period ended March 31, 2013
would have been $266.6 million and we would increase a gain on the change in the fair value of profit sharing liabilities by $10.7
million.
The following table sets forth by level
within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on
a recurring basis as of March 31, 2013:
(in thousands)
|
Carrying Value as
of March 31, 2013
|
|
Fair Value Measurements at March 31, 2013
Using Fair Value Hierarchy
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
|
Level 3
|
|
Profit sharing liability
|
$
|
283,831
|
|
$
|
-
|
|
$
|
-
|
|
$
|
283,831
|
|
Total
|
$
|
283,831
|
|
$
|
-
|
|
$
|
-
|
|
$
|
283,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
The following table sets forth by level
within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a
recurring basis as of December 31, 2012:
(in thousands)
|
Carrying Value as
of December 31, 2012
|
|
Fair Value Measurements at December 31, 2012
Using Fair Value Hierarchy
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
|
Level 3
|
|
Derivative liabilities
|
$
|
1
|
|
$
|
-
|
|
$
|
1
|
|
$
|
-
|
|
Profit sharing liability
|
|
328,827
|
|
|
-
|
|
|
-
|
|
|
328,827
|
|
Total
|
$
|
328,828
|
|
$
|
-
|
|
$
|
1
|
|
$
|
328,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of the
beginning and ending balance of the assets and liabilities measured at fair value on a recurring basis for the three month ended
March 31, 2013 and for the year ended December 31, 2012:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Beginning balance
|
|
$
|
328,828
|
|
|
$
|
303,243
|
|
Change in fair value of profit sharing liability
|
|
|
(51,892)
|
|
|
|
-
|
|
Current period interest expense accreted
|
|
|
5,113
|
|
|
|
22,499
|
|
Change of derivative liabilities charged to earnings
|
|
|
(1)
|
|
|
|
9
|
|
Exchange rate effect
|
|
|
1,783
|
|
|
|
3,077
|
|
Ending balance
|
|
$
|
283,831
|
|
|
$
|
328,828
|
|
|
Except for the derivative liabilities and
profit sharing liability, the Company did not identify any other assets or liabilities that are required to be presented on the
balance sheet at fair value in accordance with the accounting standard. The carrying value of the long term loans-related party
approximates to its fair value as of the reporting date.
Notes receivable represents trade accounts
receivable due from various customers where the customers’ banks have guaranteed the payment. The notes are non-interest
bearing and normally paid within three to six months. The Company has the ability to submit request for payment to the customer’s
bank earlier than the scheduled payment date, but will incur an interest charge and a processing fee.
Restricted notes receivable represents
notes receivable pledged as collateral for short-term loans and short-term notes payable issued by banks.
Interest expenses for early submission
request of payment for the three months ended March 31, 2013 and 2012 amounted to $10.8 million and $20.9 million, respectively.
|
(j)
|
Plant and equipment, net
|
Plant and equipment are 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:
Buildings and Improvements
|
|
10-40 Years
|
|
Machinery
|
|
10-30 Years
|
|
Machinery and equipment under capital lease
|
|
20 Years
|
|
Other equipment
|
|
5 Years
|
|
Transportation Equipment
|
|
5 Years
|
|
The Company assesses all significant leases
for purposes of classification as either operating or capital. At lease inception, if the lease meets any of the four following
criteria, the Company will classify it as a capital lease; otherwise it will be treated as an operating lease: a) transfer of ownership
to lessee at the end of the lease term, b) bargain purchase option, c) lease term is equal to 75% or more of the estimated economic
life of the leased property, d) the present value of the minimum lease payments is 90% or more of the fair value of the leased
asset.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Construction in progress represents the
costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities. No depreciation
is provided for construction in progress until such time as the assets are completed and are placed into service, maintenance,
repairs and minor renewals are charged directly to expense as incurred. Major additions and betterment to buildings and equipment
are capitalized. Interest incurred during construction is capitalized into construction in progress. All other interest is expensed
as incurred.
Long lived assets, including buildings
and improvements, equipment and intangible assets are reviewed if events and changes in circumstances indicate that its carrying
amount may not be recoverable, to determine whether their carrying value has become impaired. The Company considers assets to be
impaired if the carrying value exceeds the future projected cash flows from related operations. The Company also re-evaluates the
periods of depreciation and amortization to determine whether subsequent events and circumstances warrant revised estimates of
useful lives.
Finite lived intangible assets of the Company
are reviewed for impairment if events and circumstances require. The Company considers assets to be impaired if the carrying value
exceeds the future projected cash flows from related operations. The Company also re-evaluates the periods of amortization to determine
whether subsequent events and circumstances warrant revised estimates of useful lives. As of March 31, 2013, the Company
expects these assets to be fully recoverable.
Land use rights
All land in the PRC is owned by the government.
However, the government grants “land use rights.” General Steel (China) acquired land use rights in 2001
for a total of $3.8 million (RMB 23.7 million). These land use rights are for 50 years and expire in 2050 and 2053. The Company
amortizes the land use rights over the twenty-year business term because its business license had a twenty-year term.
Long Steel Group contributed land use rights
for a total amount of $23.7 million (RMB 148.6 million) to the Longmen Joint Venture. The contributed land use rights are for 50
years and expire in 2048 to 2052.
Maoming Hengda has land use rights amounting
to $2.6 million (RMB 16.6 million) for 50 years that expire in 2054.
Other than the land use rights that General
Steel (China) acquired in 2001, the Company amortizes the land use rights over their 50 year term.
Entity
|
|
Original Cost
|
|
|
Expires on
|
|
|
|
(in thousands)
|
|
|
|
|
General Steel (China)
|
|
$
|
3,787
|
|
|
|
2050 & 2053
|
|
Longmen Joint Venture
|
|
$
|
23,720
|
|
|
|
2048 & 2052
|
|
Maoming Hengda
|
|
$
|
2,649
|
|
|
|
2054
|
|
Mining right
Mining rights are capitalized at cost when
acquired, including amounts associated with any value beyond proven and probable reserves, and amortized to operations as depletion
expense using the units-of-production method over the estimated proven and probable recoverable tons. Longmen Joint Venture has
iron ore mining right amounting to $2.4 million (RMB 15.0 million), which is amortized over the estimated recoverable reserve of
4.2 million tons.
|
(k)
|
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.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
The table below summarizes Longmen Joint Venture’s
investment holdings as of March 31, 2013 and December 31, 2012.
Unconsolidated entities
|
|
Year
acquired
|
|
March 31, 2013
Net investment
(In thousands)
|
|
Owned
%
|
|
|
December 31, 2012
Net investment
(In thousands)
|
|
Owned
%
|
Xian Delong Powder Engineering Materials Co., Ltd.
|
|
2007
|
|
$
|
958
|
|
|
24.1
|
|
$
|
1,166
|
|
24.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income (loss) in unconsolidated
subsidiaries amounted to $(0.04) million and $(0.04) million for the three months ended March 31, 2013 and 2012, respectively,
which was included in “Loss from equity investments” in the unaudited condensed consolidated statements of operations
and comprehensive income (loss).
|
(l)
|
Recently issued accounting pronouncements
|
In July 2013, the Financial Accounting
Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11,
Presentation of Unrecognized
Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists,
an amendment
to FASB Accounting Standards Codification ("ASC") Topic 740,
Income Taxes
("FASB ASC Topic 740"). This
update clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial
statements as a reduction to a deferred tax asset for a net operating loss carry forward, a similar tax loss, or a tax credit carry
forward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a
net operating loss carry forward, a similar tax loss, or a tax credit carry forward is not available at the reporting date under
the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend
to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as
a liability and should not be combined with deferred tax assets. This ASU is effective prospectively for fiscal years, and interim
periods within those years, beginning after December 15, 2013. Retrospective application is permitted. The adoption of this guidance
is not expected to have any significant impact on the Company’s unaudited condensed consolidated financial statements.
Certain prior year amounts have been reclassified
to conform to the current year presentation. These reclassifications have no effect on the accompanying consolidated statements
of operations and cash flows.
Note 3 – Loans receivable –
related parties
Loans receivable – related parties
represents amounts the Company expects to collect from related parties upon maturity.
The Company had the following loans receivable
– related parties due within one year as of:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Loans to Long Steel Group; due on demand and non-interest bearing.
|
|
|
-
|
|
|
|
63,319
|
|
Loan to Teamlink Investment Co., Ltd; due in June 2013; interest rate was 4.75%
|
|
|
6,000
|
|
|
|
6,000
|
|
Total loans receivable – related parties
|
|
$
|
6,000
|
|
|
$
|
69,319
|
|
See Note 20
“Related party transactions and balances”
for the nature of the relationship of related parties.
Total interest income for the loans amounted
to $0.1 million and $0.9 million for the three months ended March 31, 2013 and 2012, respectively.
Note 4 – Accounts receivable (including
related parties), net
Accounts receivable, including related
party receivables, net of allowance for doubtful accounts consists of the following:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Accounts receivable
|
|
$
|
18,489
|
|
|
$
|
8,062
|
|
Less: allowance for doubtful accounts
|
|
|
(1,335)
|
|
|
|
(1,367)
|
|
Accounts receivable – related parties
|
|
|
8,231
|
|
|
|
14,966
|
|
Net accounts receivable
|
|
$
|
25,385
|
|
|
$
|
21,661
|
|
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Movement of allowance for doubtful accounts is as follows:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Beginning balance
|
|
$
|
1,367
|
|
|
$
|
2,023
|
|
Charge to expense
|
|
|
-
|
|
|
|
433
|
|
Less: recovery
|
|
|
(40
|
)
|
|
|
(1,109
|
)
|
Exchange rate effect
|
|
|
8
|
|
|
|
20
|
|
Ending balance
|
|
$
|
1,335
|
|
|
$
|
1,367
|
|
Note 5 – Inventories
Inventories consist of the following:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Supplies
|
|
$
|
23,609
|
|
|
$
|
23,123
|
|
Raw materials
|
|
|
141,756
|
|
|
|
141,503
|
|
Finished goods
|
|
|
96,030
|
|
|
|
57,630
|
|
Less: allowance for inventory valuation
|
|
|
(13,465
|
)
|
|
|
(9,585
|
)
|
Total inventories
|
|
$
|
247,930
|
|
|
$
|
212,671
|
|
Raw materials consist primarily of iron
ore and coke at Longmen Joint Venture. The cost of finished goods includes direct costs of raw materials as well as direct labor
used in production. Indirect production costs at normal capacity such as utilities and indirect labor related to production such
as assembling, shipping and handling costs for purchasing are also included in the cost of inventory.
The Company values its inventory at the
lower of cost or market, determined on a weighted average method, or net realizable value. As of March 31, 2013 and December 31,
2012, the Company had provided allowance for inventory valuation in the amounts of $13.4 million and $9.6 million, respectively.
Movement of allowance for inventory valuation is as follows:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Beginning balance
|
|
$
|
9,585
|
|
|
$
|
38,143
|
|
Addition
|
|
|
13,441
|
|
|
|
9,582
|
|
Less: write-off
|
|
|
(9,623
|
)
|
|
|
(38,519
|
)
|
Exchange rate effect
|
|
|
62
|
|
|
|
379
|
|
Ending balance
|
|
$
|
13,465
|
|
|
$
|
9,585
|
|
Note 6 – Advances on inventory
purchases
Advances on inventory purchases are monies
deposited or advanced to outside vendors or related parties on future inventory purchases. Most of the Company’s vendors
require a certain amount of money to be deposited with them as a guarantee that the Company will complete its purchases on a timely
basis.
This amount is refundable and bears no
interest. The Company has legally binding contracts with its vendors, which require the deposit to be returned to the Company or
netted against accounts payable due to its vendors to the extent there are unpaid balances when the contract ends. The inventory
is normally delivered within one month after the monies have been advanced. The total outstanding amount, including advances to
related parties, was $62.6 million and $126.1 million as of March 31, 2013 and December 31, 2012, respectively.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Note 7 – Plant and equipment,
net
Plant and equipment consist of the following:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Buildings and improvements
|
|
$
|
216,924
|
|
|
$
|
214,661
|
|
Machinery
|
|
|
579,267
|
|
|
|
573,572
|
|
Machinery under capital lease
|
|
|
590,665
|
|
|
|
587,334
|
|
Transportation and other equipment
|
|
|
21,197
|
|
|
|
20,274
|
|
Construction in progress
|
|
|
19,232
|
|
|
|
4,645
|
|
Subtotal
|
|
|
1,427,285
|
|
|
|
1,400,486
|
|
Less: accumulated depreciation
|
|
|
(254,967)
|
|
|
|
(232,650)
|
|
Total
|
|
$
|
1,172,318
|
|
|
$
|
1,167,836
|
|
Construction in progress consisted of the
following as of March 31, 2013:
Construction in progress
|
|
Value
|
|
Completion
|
description
|
|
(In thousands)
|
|
date
|
900 Thousands tons seismic resistant steel production line
|
|
$
|
15,246
|
|
August 2013
|
1.2 million tons high-strength steel production line
|
|
|
1,664
|
|
October 2013
|
Iron-making system dust removing equipment
|
|
|
132
|
|
August 2013
|
Drainage system
|
|
|
277
|
|
September 2013
|
Factory wall repair
|
|
|
126
|
|
July 2013
|
Gas pipe repair
|
|
|
30
|
|
September 2013
|
Project materials
|
|
|
201
|
|
|
Others
|
|
|
1,556
|
|
|
Total
|
|
$
|
19,232
|
|
|
The Group is obligated under a capital
lease for new iron and steel making facilities, including one sintering machine, two converters, two blast furnaces and some auxiliary
systems that expire on April 30, 2031. The carrying value of assets acquired under the capital lease consists of the following:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Machinery
|
|
$
|
590,665
|
|
|
$
|
587,334
|
|
Less:
accumulated depreciation
|
|
|
(53,775)
|
|
|
|
(46,497)
|
|
Carrying value of leased assets
|
|
$
|
536,890
|
|
|
$
|
540,837
|
|
The Company assessed the recoverability
of all of its remaining long-lived assets at December 31, 2012, and the sum of the discounted future cash flows expected to result
from the long-lived assets and their disposition was less than the carrying value by $20.2 million (RMB 127.2 million), which was
impaired and included in the selling, general and administrative expenses for the year ended December 31, 2012. The discounted
cash flows were determined using certain expected changes to the current operational assumptions. If those expectations are not
met, the Company may be required to record additional impairment charges in future periods.
The Company assessed the recoverability
of all of its remaining long lived assets at March 31, 2013 and such assessment did not result in any other impairment charges
for the period ended March 31, 2013.
Depreciation expenses for the three months
ended March 31, 2013 and 2012 amounted to $21.1 million and $20.1 million, respectively. These amounts include depreciation of
assets held under capital leases for the three months ended March 31, 2013 and 2012, which amounted to $7.0 million and $7.0 million,
respectively.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Note 8 – Intangible assets, net
Intangible assets consist of the following:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Land use rights
|
|
$
|
30,156
|
|
|
$
|
29,986
|
|
Mining right
|
|
|
2,397
|
|
|
|
2,384
|
|
Software
|
|
|
727
|
|
|
|
692
|
|
Subtotal
|
|
|
33,280
|
|
|
|
33,062
|
|
Less:
|
|
|
|
|
|
|
|
|
Accumulated amortization – land use rights
|
|
|
(7,786
|
)
|
|
|
(7,577
|
)
|
Accumulated amortization – mining right
|
|
|
(1,057
|
)
|
|
|
(993
|
)
|
Accumulated amortization – software
|
|
|
(461
|
)
|
|
|
(426
|
)
|
Subtotal
|
|
|
(9,304
|
)
|
|
|
(8,996
|
)
|
Intangible assets, net
|
|
$
|
23,976
|
|
|
$
|
24,066
|
|
The gross amount of the intangible assets
amounted to $33.3 million and $33.1 million as of March 31, 2013 and December 31, 2012, respectively. The remaining weighted average
amortization period is 34.2 years as of March 31, 2013.
Total amortization expense for the three
months ended March 31, 2013 and 2012 amounted to $0.2 million and $0.3 million, respectively.
Total depletion expense for the three months
ended March 31, 2013 and 2012 amounted to $0.1 million and $0.06 million, respectively.
The estimated aggregate amortization and
depletion expenses for each of the five succeeding years is as follows:
Year ending
|
|
Estimated
amortization and
depletion expenses
|
|
|
Gross carrying
amount
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
March 31, 2014
|
|
$
|
1,025
|
|
|
|
22,951
|
|
March 31, 2015
|
|
|
1,025
|
|
|
|
21,926
|
|
March 31, 2016
|
|
|
1,025
|
|
|
|
20,901
|
|
March 31, 2017
|
|
|
1,025
|
|
|
|
19,876
|
|
March 31, 2018
|
|
|
1,025
|
|
|
|
18,851
|
|
Thereafter
|
|
|
18,851
|
|
|
|
-
|
|
Total
|
|
$
|
23,976
|
|
|
|
|
|
Note 9 – Debt
Short-term notes payable
Short-term notes payable are lines of credit
extended by banks. Banks in turn issue the Company a bank acceptance note, which can be endorsed and assigned to vendors as payments
for purchases. The notes payable are generally payable within three to six months. This short-term note payable is guaranteed by
the bank for its complete face value. The banks do not charge interest on these notes, but usually charge a transaction fee of
0.05% of the notes value. In addition, the banks usually require the Company to deposit either a certain amount of cash at the
bank as a guarantee deposit, which is classified on the balance sheet as restricted cash, or provide notes receivable as security,
which are classified on the balance sheet as restricted notes receivable. Restricted cash as a guarantee for the notes payable
amounted to $269.4 million and $322.7 million as of March 31, 2013 and December 31, 2012, respectively. Restricted notes receivable
as a guarantee for the notes payable amounted to $248.4 million and $345.8 million as of March 31, 2013 and December 31, 2012,
respectively.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
The Company had
the following short-term notes payable as of:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
General Steel (China): Notes payable to China Agricultural Bank, due September 2013. Restricted cash required of $0.2 million and $6.3 million as of March 31, 2013 and December 31, 2012, respectively; guaranteed by third parties. These notes payable were either repaid or renewed subsequently on the due dates.
|
|
$
|
223
|
|
|
$
|
12,696
|
|
Longmen Joint Venture: Notes payable to various banks in China, due various dates from April 2013 to September 2013. $269.2 million restricted cash and $248.4 million notes receivable are secured for notes payable as of March 31, 2013, and comparatively $316.4 million restricted cash and $345.8 million notes receivable secured as of December 31, 2012, respectively; some notes are further guaranteed by third parties. These notes payable were either repaid or renewed subsequently on the due dates.
|
|
|
785,296
|
|
|
|
971,117
|
|
Total short-term notes payable
|
|
$
|
785,519
|
|
|
$
|
983,813
|
|
Short-term loans
Short-term loans represent amounts due
to various banks, other companies and individuals, including related parties, normally due within one year. The principal of the
loans are due at maturity but can be renewed at the bank’s option. Accrued interest is due either monthly or quarterly.
Short term loans due to banks, related
parties and other parties consisted of the following as of:
Due to banks
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
General Steel (China): Loans from various banks in China, due various dates from May 2013 to March 2014. Weighted average interest rate was 7.2% per annum and 7.6% per annum as of March 31, 2013 and December 31, 2012, respectively; some are guaranteed by third parties while others are secured by equipment and inventory. These loans were either repaid or renewed subsequently on the due dates.
|
|
$
|
32,372
|
|
|
$
|
32,189
|
|
Longmen Joint Venture: Loans from various banks in China, due various dates from June 2013 to February 2014. Weighted average interest rate was 6.7% per annum and 6.8% per annum as of March 31, 2013 and December 31, 2012, respectively; some are guaranteed by third parties, restricted cash or notes receivables while others are secured by equipment, buildings, land use right and inventory. These loans were either repaid or renewed subsequently on the due dates.
|
|
|
84,752
|
|
|
|
114,935
|
|
Total short-term loans - bank
|
|
$
|
117,124
|
|
|
$
|
147,124
|
|
As of March 31, 2013 and December 31, 2012,
the Company had not met its financial covenant stipulated by certain loan agreement related to the Company’s debt to asset
ratio. Based on the financial covenant, the Company should have kept its debt to asset ratio below 87% and 85%, respectively. However,
as of March 31, 2013 and December 31, 2012, the Company's debt to asset ratio was 117.5% and 116.4%, respectively.
Furthermore, the Company is a party to
a loan agreement with a cross default clause whereby any breach of loan covenants will automatically result in default of the loan.
The outstanding balance of the short term loans affected by the above breach of covenant and cross default as of March 31, 2013
and December 31, 2012 was $7.8 million and $12.7 million, respectively. According to the Company’s short term loan agreements,
the banks have the rights to request for more collateral or additional guarantees if the breach of covenant is not remedied or
request early repayment of the loan if the Company does not cure such breach within a certain period of time. As of the date of
this report, the Company has not received any notice from the banks to request more collateral, additional guarantees or early
repayment of the short term loans due to the breach of covenant.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Due to unrelated parties
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Longmen Joint Venture: Loans from various unrelated companies and individuals, due various dates from April 2013 to September 2013, and weighted average interest rate was 5.2% per annum and 6.0% per annum as of March 31, 2013 and December 31, 2012, respectively. These loans were either repaid or renewed subsequently on the due dates.
|
|
$
|
46,003
|
|
|
$
|
25,324
|
|
Longmen Joint Venture: Loans from financing sales.
|
|
|
95,953
|
|
|
|
115,966
|
|
Maoming Hengda: Loans from one unrelated parties and one related party, due on demand, none interest bearing.
|
|
|
6,067
|
|
|
|
6,033
|
|
Total short-term loans – others
|
|
$
|
148,023
|
|
|
$
|
147,323
|
|
The Company had various loans from unrelated
companies amounting to $148.0 million and $147.3 million as of March 31, 2013 and December 31, 2012, respectively. Of the $148.0
million, $6.1 million loans carry no interest, $96.0 million of financing sales are subject to interest rates ranging between 5.0%
and 5.9%, and the remaining $46.0 million are subject to interest rates ranging from 4.7% to 12.0%. All short term loans from unrelated
companies are payable on demand and unsecured.
As part of its working capital management,
Longmen Joint Venture has entered into a number of sale and purchase back contracts ("contracts") with third party companies
and Yuxin and Yuteng. According to the contracts, Longmen Joint Venture sells rebar to the third party companies at a certain price,
and within the same month, Yuxin and Yuteng will purchase back the rebar from the third party companies at a price of 5.0% to 5.9%
higher than the original selling price from Longmen Joint Venture. Based on the contract terms, Longmen Joint Venture is paid in
advance for the rebar sold to the third party companies and Yuxin and Yuteng are given a credit period of several months to one
year from the third party companies. There is no physical movement of the inventory during the sale and purchase back arrangement.
The margin of 5.0% to 5.9% is determined by reference to the bank loan interest rates at the time when the contracts are entered
into, plus an estimated premium based on the financing sale amount, which represents the interest charged by the third party companies
for financing Longmen Joint Venture through the above sale and purchase back arrangement. The revenue and cost of goods sold arising
from the above transactions are eliminated and the incremental amounts paid by Yuxin and Yuteng to purchase back the goods are
treated as financing costs in the unaudited condensed consolidated financial statements.
Total financing sales for the three months
ended March 31, 2013 and 2012 amounted to $165.2 million and $144.2 million, respectively, which are eliminated in the Company’s
unaudited condensed consolidated financial statements. The financial cost related to financing sales for the three months ended
March 31, 2013 and 2012, accounted to $1.6 million and $1.2 million, respectively.
Short term loans due to related parties
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Baotou Steel: Loans from Tianjin Hengying Trading Co., Ltd, due on demand, and interest rates is 10% per annum.
|
|
$
|
3,837
|
|
|
$
|
4,133
|
|
General Steel China: Loans from Tianjin Hengying Trading Co., Ltd., due on demand, and interest rates is 10% per annum.
|
|
|
-
|
|
|
|
15,416
|
|
General Steel China: Loans from Tianjin Dazhan Industry Co, Ltd., due on demand, and interest rates is 10% per annum.
|
|
|
-
|
|
|
|
21,397
|
|
General Steel China: Loans from Beijing Shenhua Xinyuan Metal Materials Co., Ltd., due on demand, and interest rates is 10% per annum.
|
|
|
1,366
|
|
|
|
1,359
|
|
General Steel China: Loans from Yangpu Capital Automobile, due on demand, and interest rates is 10% per annum.
|
|
|
1,421
|
|
|
|
1,413
|
|
Longmen Joint Venture: Loans from financing sales.
|
|
|
24,829
|
|
|
|
35,839
|
|
Longmen Joint Venture: Loan from Shaanxi Coal and Chemical Industry Group Co., Ltd., due in December 2013, and interest rate is 7.0% per annum.
|
|
|
56,977
|
|
|
|
-
|
|
Longmen Joint Venture: Loan from Xi’an Pinhe Steel Material Co., Ltd., due in July 2013, and interest rate is 7.2% per annum.
|
|
|
15,960
|
|
|
|
-
|
|
Total short-term loans - related parties
|
|
$
|
104,390
|
|
|
$
|
79,557
|
|
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Long-term loans due to related party
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Longmen Joint Venture: Loans from Shaanxi Steel Group, due between July 2013 and November 2015 and interest rate are 5.6% - 5.9% per annum.
|
|
$
|
93,500
|
|
|
$
|
92,973
|
|
Less: Current maturities of long-term loans – related party
|
|
|
(59,984
|
)
|
|
|
(54,885
|
)
|
Long-term loans - related party
|
|
$
|
33,516
|
|
|
$
|
38,088
|
|
As of March 31, 2013, the total assets
used by the Company as collateral were $13.0 million for the aforementioned debts.
Total interest expense, net of capitalized
interest, amounted to $19.1 million and $27.5 million for the three months ended March 31, 2013 and 2012, respectively.
Capitalized interest amounted to $0.2 million
and $0.03 million for the three months ended March 31, 2013 and 2012, respectively.
Note 10 – Customer deposits
Customer deposits represent amounts advanced
by customers on product orders. The product normally is shipped within one month after receipt of the advance payment, and the
related sale is recognized in accordance with the Company’s revenue recognition policy. As of March 31, 2013 and December
31, 2012, customer deposits amounted to $117.3 million and $147.9 million, respectively, including deposits received from relate
parties, which amounted to $12.6 million and $22.0 million, respectively.
Note 11 – Deposits due to sales
representatives
Longmen Joint Venture entered into agreements
with various entities to act as the Company’s exclusive sales agent in a specified geographic area. These exclusive
sales agents must meet certain criteria and are required to deposit a certain amount of money with the Company. In return the sales
agents receive exclusive sales rights in a specified area and at discounted prices on products they order. These deposits bear
no interest and are required to be returned to the sales agent once the agreement is terminated. The agreement is normally entered/or
renewed on an annual basis. Termination of the agreement can be mutually agreed to by both parties at any time. The Company had
$42.3 million and $35.1 million in deposits due to sales representatives, including deposits due to related parties, as of March
31, 2013 and December 31, 2012, respectively.
Note 12 – Convertible notes and derivative liabilities
The Company has 3,900,871 outstanding warrants
in connection with the $40 million convertible notes issued in 2007, which expires on May 13, 2013, and 2,777,778 warrants in connection
with a registered direct offering in 2009, which expired on June 24, 2012. The aforementioned warrants met the definition of a
derivative instrument in the accounting standards and are recorded at their fair value on each reporting date. The change in the
value of the derivative liabilities is charged against or credited to income each period.
The fair value of the warrants as of March
31, 2013 and 2012 was calculated using the Cox Rubenstein Binomial model based on the following variables:
|
|
|
March 31, 2013
|
|
December 31, 2012
|
|
Expected volatility
|
|
|
75%
|
|
86%
|
|
Expected dividend yield
|
|
|
0%
|
|
0%
|
|
Risk-free interest rate
|
|
|
0.05%
|
|
0.08%
|
|
Expected lives
|
|
|
0.12 years
|
|
0.36 years
|
|
Market price
|
|
|
$1.01
|
|
$0.99
|
|
Strike price
|
|
|
$5.00
|
|
$5.00
|
|
As of March 31, 2013 and December 31, 2012, derivative liabilities,
which were included in other payables and accrued liabilities in the consolidated balance sheets, amounted to $0 and $1.0 thousand,
respectively.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
The Company has the following warrants outstanding:
|
|
|
|
|
Outstanding as of December 31, 2011
|
|
|
6,678,649
|
|
Granted
|
|
|
-
|
|
Forfeited / expired
|
|
|
(2,777,778
|
)
|
Exercised
|
|
|
-
|
|
Outstanding as of December 31, 2012
|
|
|
3,900,871
|
|
Granted
|
|
|
-
|
|
Forfeited / expired
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
Outstanding as of March 31, 2013
|
|
|
3,900,871
|
|
|
Exercise Price
|
|
|
Quantity
|
|
Remaining Contractual Life
(Years)
|
Outstanding and exercisable warrants issued in 2007
|
$
|
5.00
|
|
|
|
3,900,871
|
|
0.12
|
|
|
|
|
|
|
|
|
|
Note 13 - Supplemental disclosure of
cash flow information
Interest paid, net of capitalized, amounted
to $3.6 million and $7.5 million for the three months ended March 31, 2013 and 2012, respectively.
The Company paid income tax amounted to $0.1 million
and $0.1 million for the three months ended March 31, 2013 and 2012, respectively.
During the three months ended March 31,
2013, the Company had receivables of $1.0 million as a result of the disposal of equipment that has not been collected.
During the three months ended March 31,
2013, the Company converted $0.5 million of equipment into inventory productions.
During the three months ended March 31,
2013, the Company used $4.1 million inventory in plant and equipment constructions.
During the three months ended March 31,
2013, the Company offset $63.6 million accounts payable to related party as loan receivable – related party repayment.
During the three months ended March 31,
2013 and 2012, the Company offset $88.2 million and $11.5 million, respectively, advance on inventory purchases to related parties
as short-term loan repayments.
During the three months ended March 31,
2013 and 2012, one of the Company’s unconsolidated entities declared dividend and the Company was entitled for the dividend
amounted to $0.2 million and $0.1 million, respectively, which was not yet collected.
During the three months ended March 31,
2012, the Company sold its 22.76% equity interest of Tongxing at the carrying value of $8.0 million to two individuals who are
representatives from Long Steel Group, a related party. In connection with this transaction, the Company received a land use rights
from Tongxing at carrying value for $3.6 million and settled with a payable in cash of $0.3 million that the Company has not been
paid. In addition, the Company determined that dividend receivables of $0.9 million will be transferring to the two individuals
and will not be collected from Tongxing after these transactions.
During the three months ended March 31,
2012, the Company converted $48.1 million of our accounts payable and other payables from our related parties to short term loans
upon the execution of the loan agreements.
Note 14 - Deferred lease income
To compensate the Group for costs and economic
losses incurred during construction of the new iron and steel making facilities owned by Shaanxi Steel, Shaanxi Steel reimbursed
Longmen Joint Venture $11.2 million (RMB 70.1 million) in the fourth quarter of 2010 for the value of assets dismantled and rent
under a 40-year property sub-lease that was entered into by the parties in June 2009 (the "Longmen Sub-lease"), and $29.2
million (RMB 183.1 million) for the reduced production efficiency caused by the construction. In addition, in 2010 and 2011, Shaanxi
Steel reimbursed Longmen Joint Venture $14.3 million (RMB 89.5 million) and $14.3 million (RMB 89.3 million), respectively, for
trial production costs related to the new equipment.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
During the period from June 2010 to March
2011, as construction progressed and certain of the assets came online, Longmen Joint Venture used the assets free of charge to
produce saleable units of steel products during this period. As such, the cost of using these assets and therefore the fair value
of the free rent received was imputed with reference to what the depreciation charge would have been on these assets had they been
owned or under capital lease to Longmen Joint Venture during the free use period. This cost of $7.0 million (RMB 43.9 million)
each year were deferred and will be recognized over the term of the land sub-lease similar to the other charges and credits related
to the construction of these assets.
The deferred lease income is amortized
to income over the remaining term of the 40-year land sub-lease. For the three months ended March 31, 2013 and 2012, the Company
recognized $0.5 million in each period. As of March 31, 2013 and December 31, 2012, the balance of deferred lease income amounted
to $77.1 million and $77.2 million, respectively, of which $2.1 million and $2.1 million represents balance to be amortized within
one year.
Note 15 - Capital lease obligation
On April 29, 2011, the Company’s
subsidiary, Longmen Joint Venture entered into a Unified Management Agreement with Shaanxi Steel and Shaanxi Coal under which Longmen
Joint Venture uses new iron and steel making facilities including one sintering machine, two converters, two blast furnaces and
other auxiliary systems constructed by Shaanxi Steel. As the 20-year term of the agreement exceeds 75% of the assets’ useful
lives, this arrangement is accounted for as a capital lease. The ongoing lease payments are comprised of two elements: (1) a monthly
payment based on Shaanxi Steel’s cost to construct the assets of $2.3 million (RMB14.6 million) to be paid over the term
of the Unified Management Agreement of 20 years and (2) 40% of any remaining pre-tax profits from the Asset Pool which includes
Longmen Joint Venture and the newly constructed iron and steel making facilities. In October 2012, Shaanxi Steel agreed that it
will not demand capital lease payment from Longmen Joint Venture until October 2014. The profit sharing component does not meet
the definition of contingent rent because it is based on future revenue and is therefore considered part of the financing for the
capital leased assets which is related to the Unified Management Agreement. For purposes of determining the value of the leased
asset and obligation at the inception of the lease, the lease liability is then reduced by the value of the profit sharing component,
which is recognized as a separate financial liability carried at fair value. See Note 2 – financial instruments and Note
16 – “Profit sharing liability”.
Presented below is a schedule of estimated
minimum lease payments on the capital lease obligation as well as payments for the profit sharing liability for the next five years
as of March 31, 2013:
Year ending
|
|
Capital Lease Obligation
Minimum Lease Payments
|
|
|
Capital Lease Obligation
Profit (Loss) Sharing
|
|
|
Total
|
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
March 31, 2014
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
March 31, 2015
|
|
|
109,888
|
|
|
|
-
|
|
|
|
109,888
|
|
March 31, 2016
|
|
|
28,057
|
|
|
|
-
|
|
|
|
28,057
|
|
March 31, 2017
|
|
|
28,057
|
|
|
|
-
|
|
|
|
28,057
|
|
March 31, 2018
|
|
|
28,057
|
|
|
|
-
|
|
|
|
28,057
|
|
Thereafter
|
|
|
367,074
|
|
|
|
761,940
|
|
|
|
1,129,014
|
|
Total minimum lease payments
|
|
|
561,133
|
|
|
|
761,940
|
|
|
|
1,323,073
|
|
Less:
amounts representing interest
|
|
|
(224,058
|
)
|
|
|
(478,109
|
)
|
|
|
(702,167
|
)
|
Ending balance
|
|
$
|
337,075
|
|
|
$
|
283,831
|
|
|
$
|
620,906
|
|
Longmen Joint Venture does not expect to
make payments on the profit sharing payment until year 2022 when Longmen Joint Venture will start to generating accumulated profit
after recovering from the previous years’ losses.
Interest expense for the three months ended
March 31, 2013 and 2012 on the minimum lease payments were $5.1 million and $5.2 million, respectively.
Interest expense for the three months ended
March 31, 2013 and 2012 on the profit sharing liability were $5.1 million and $5.6 million, respectively.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Note 16 –
Profit sharing liability
The profit sharing liability is recognized
initially at its estimated fair value at the lease commencement date and included in the initial measurement and recognition of
the capital lease in addition to the fixed payment component of the minimum lease payments. Subsequently, this financial instrument
is accounted for separately from the lease accounting (Note 15 - “Capital lease obligation”). The initial fair value
of the expected payments under the profit sharing component of the Unified Management Agreement is amortized over the term of the
agreement using the effective interest method. The value of the profit sharing liability will be reassessed each reporting period
with any change in fair value accounted for on a prospective basis. Refer to Note 1(h) – “Financial instruments”
for details.
Based on the performance of the Asset Pool,
no profit sharing payment, which is not required until net cumulative profits are achieved, was made for the three months ended
March 31, 2013 and 2012.
Note 17 – Other income (expense)
Lease income
The deferred lease income from the reimbursement
from Shaanxi Steel for the net book value of the fixed assets that were demolished and for the inefficiency costs caused by the
construction and loss incurred in the beginning stages of the system production is amortized to income over the remaining sub-lease
term. For the three months ended March 31, 2013 and 2012, the Company recognized lease income of $0.5 million and $0.5 million.
Note 18 –
Taxes
Income tax
Significant components of the provision
for income taxes on earnings and deferred taxes on net operating losses from operations for the three months ended March 31, 2013
and 2012 are as follows:
(In thousands)
|
|
For the three months ended
March 31, 2013
|
|
|
For the three months ended
March 31, 2012
|
|
Current
|
|
$
|
71
|
|
|
$
|
367
|
|
Deferred
|
|
|
-
|
|
|
|
169
|
|
Total provision for income taxes
|
|
$
|
71
|
|
|
$
|
536
|
|
Under the Income Tax Laws of the PRC, General
Steel (China), Baotou Steel Pipe Joint Venture (located in Inner Mongolia province), Maoming Hengda (located in Guangdong province)
and Tianwu Joint Venture (located in Tianjin Port Free Trade Zone) are subject to income tax at a rate of 25%.
Longmen Joint Venture is located in the
Mid-West region of China and as such, qualifies for the “Go-West” tax rate of 15% promulgated by the government. In
2010, the Chinese government announced that the “Go-West” tax initiative would be extended for 10 years, and thus,
the preferential tax rate of 15% will be in effect until 2020. This special tax treatment for Longmen Joint Venture will be evaluated
on a year-to-year basis by the local tax bureau.
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. The Group’s losses carried forward
of $362.4 million will begin to expire in 2014. Originally, management believed the deferred tax asset is fully realizable. Management
reevaluated the Company's future operating forecast based on the current steel market condition. The Chinese government recently
announced several policies to curb the real estate price increases across the country which led to a slowdown in demand for construction
steel products. Additionally due to the continued global economic slowdown and the overcapacity issues in China's steel market,
management expected there would be a sustained increase in margin pressure in the next five years until all the existing but outdated
steel capacity across the whole industry are eliminated. Management took into consideration this potential negative impact on average
selling price and gross margin of its products, re-performed an 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. The valuation allowance as of March 31, 2013 was $75.8 million. Management will
review this valuation allowance periodically and make adjustments as warranted. Temporary differences, representing tax and book
differences in various items, such as receivable allowances, inventory allowances, impairments on fixed assets and deferred lease
income.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Movement of valuation allowance:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Beginning balance
|
|
$
|
72,891
|
|
|
$
|
47,703
|
|
Current period addition
|
|
|
2,912
|
|
|
|
25,180
|
|
Current period reversal
|
|
|
(465
|
)
|
|
|
-
|
|
Deconsolidation of Tongxing
|
|
|
-
|
|
|
|
(216
|
)
|
Exchange difference
|
|
|
417
|
|
|
|
224
|
|
Ending balance
|
|
$
|
75,755
|
|
|
$
|
72,891
|
|
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 three months ended March 31, 2013. The
net operating loss carry forwards for United States income taxes amounted to $1.5 million, which may be available to reduce future
years’ taxable income. These carry forwards will expire, if not utilized, starting from 2026 through 2032. 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 March 31, 2013 was $0.5 million. The net
change in the valuation allowance for the three months ended March 31, 2013 was $0. Management will review this valuation allowance
periodically and make adjustments as warranted.
The Company has cumulative proportionate
retained earnings from profitable subsidiaries of approximately $0 as of March 31, 2013. 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.
Value added tax
Enterprises or individuals who sell commodities,
engage in repair and maintenance or import and export goods in the PRC are subject to a value added tax in accordance with PRC
laws. The value added tax (“VAT”) standard rates are 13% to 17% of the gross sales price. A credit is available whereby
VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products
can be used to offset the VAT due on sales of the finished product. As of March 31, 2013 and December 31, 2012, the Company had
$3.4 million and $4.2 million in value added tax credit which are available to offset future VAT payables, respectively.
Sales and purchases are recorded net of
VAT collected and paid as the Company acts as an agent for the government for VAT collection. VAT on sales and VAT on purchases
amounted to $183.2 million and $183.8 million, respectively, for the three months ended March 31, 2013 and $179.5 million and $171.3
million, respectively, for the three months ended March 31, 2012.
Taxes payable consisted of the following:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
VAT taxes payable
|
|
$
|
8,432
|
|
|
$
|
13,579
|
|
Income taxes payable
|
|
|
44
|
|
|
|
68
|
|
Misc. taxes
|
|
|
3,858
|
|
|
|
3,027
|
|
Totals
|
|
$
|
12,334
|
|
|
$
|
16,674
|
|
Note 19 – Loss per share
The computation of loss per share is as
follows:
(in thousands,
except per share data)
|
|
For the three months ended March 31, 2013
|
|
|
For the three months ended
March 31, 2012
|
|
Income (loss) attributable to holders of common stock
|
|
$
|
3,103
|
|
|
$
|
(34,784
|
)
|
Basic and diluted weighted average number of common shares outstanding
|
|
|
54,805
|
|
|
|
55,520
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
0.06
|
|
|
$
|
(0.63
|
)
|
The Company had warrants exercisable for
3,900,871 and 6,678,649 shares of the Company’s common stock at March 31, 2013 and 2012, respectively. For the three months
ended March 31, 2013 and 2012, all outstanding warrants were excluded from the diluted earnings per share calculation since they
are anti-dilutive.
Other than the aforementioned potentially
dilutive securities, there were no other potentially dilutive securities outstanding for the three months ended March 31, 2013
and 2012.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Note 20 – Related party transactions and balances
Related party transactions
As disclosed in Notes 15 – “Capital
lease obligations”, Longmen Joint Venture entered into a capital lease arrangement on April 29, 2011, with Shaanxi Coal and
Shaanxi Steel, which are related parties of the Group. The following is an analysis of the leased assets under the capital lease:
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Machinery
|
|
$
|
590,665
|
|
|
$
|
587,334
|
|
Less:
accumulated depreciation
|
|
|
(53,775)
|
|
|
|
(46,497
|
)
|
Carrying value of leased assets
|
|
$
|
536,890
|
|
|
$
|
540,837
|
|
b. On January 1, 2010, General Steel (China),
entered into a lease agreement with Tianjin Daqiuzhuang Steel Plates Co., Ltd. (the “Lessee”), whereby General Steel
(China) leases its facility located at No. 1, Tonga Street, Daqiuzhuang Town, Jinghai County, Tianjin City to the Lessee (the “Lease
Agreement”). The Lease Agreement provides approximately 776,078 square feet of workshops, land, equipment and other facilities
amounting to RMB 215.8 million ($34.4 million) to the Lessee and allows the Company to reduce overhead costs while providing a
recurring monthly income stream resulting from payments due under the lease. The term of the Lease Agreement was from January 1,
2010 to December 31, 2011 and the monthly base rental rate due to General Steel (China) was approximately $0.2 million (RMB 1.7
million). On July 28, 2011, General Steel (China) (lessor) signed a supplemental agreement with the lessee to extend the lease
for an additional five years to December 31, 2016. However, due to current steel market conditions, the lessee informed the Company
that they did not intend to extend the lease at June 30, 2012 and has terminated the supplemental agreement early. There was no
penalty for early termination.
For the three months ended March 31, 2013
and 2012, General Steel (China) realized rental income in each period of $0 and $0.8 million, respectively, which has been included
in “other non-operating income (expense), net” in the unaudited condensed consolidated statements of operations and
comprehensive income (loss).
c. The following chart summarized sales to related parties for
the three months ended March 31, 2013 and 2012.
Name of related parties
|
|
Relationship
|
|
Three months ended
March 31, 2013
|
|
|
Three months ended
March 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Long Steel Group
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
$
|
80,675
|
|
|
$
|
96,541
|
|
Sichuan Yutai Trading Co., Ltd
|
|
Significant influence by Long Steel Group**
|
|
|
72
|
|
|
|
76,739
|
|
Shaanxi Yuchang Trading Co., Ltd
|
|
Significant influence by Long Steel Group
|
|
|
14,435
|
|
|
|
41,482
|
|
Shaanxi Haiyan Trade Co., Ltd
|
|
Significant influence by Long Steel Group
|
|
|
10,592
|
|
|
|
14,444
|
|
Shaanxi Shenganda Trading Co., Ltd
|
|
Significant influence by Long Steel Group
|
|
|
18,286
|
|
|
|
16,967
|
|
Shaanxi Steel
|
|
Majority shareholder of Long Steel Group
|
|
|
963
|
|
|
|
582
|
|
Shaanxi Long Steel Group Baoji Steel Rolling Co., Ltd
|
|
Subsidiary of Long Steel Group
|
|
|
1,999
|
|
|
|
7,337
|
|
Shaanxi Junlong Rolling Co., Ltd
|
|
Investee of Long Steel Group
|
|
|
20,004
|
|
|
|
10,037
|
|
Shaanxi Coal and Chemical Industry Group Co., Ltd
|
|
Shareholder of Shaanxi Steel
|
|
|
1,834
|
|
|
|
-
|
|
Others
|
|
Entities either owned or have significant influence by our affiliates or management
|
|
|
-
|
|
|
|
115
|
|
Total
|
|
|
|
$
|
148,860
|
|
|
$
|
264,244
|
|
*The CEO is referred to herein
as the chief executive officer of General Steel Holdings, Inc.
**Long Steel Group has the ability
to significantly influence the operating and financial decisions of the entity through equity ownership either directly or through
key employees, commercial contractual terms, or the ability to assign management personnel.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
d. The following charts summarize purchases from related
parties for the three months ended March 31, 2013 and 2012.
Name of related parties
|
|
Relationship
|
|
Three months ended
March 31, 2013
|
|
|
Three months ended
March 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Long Steel Group
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
$
|
104,493
|
|
|
$
|
202,024
|
|
Hancheng Haiyan Coking Co., Ltd
|
|
Noncontrolling shareholder of Long Steel Group
|
|
|
63,798
|
|
|
|
75,984
|
|
Xi’an Pinghe Metallurgical Raw
Material Co., Ltd
|
|
Noncontrolling shareholder of Long Steel Group
|
|
|
11,755
|
|
|
|
51,381
|
|
Shaanxi Long Steel Group Baoji
Steel Rolling Co., Ltd
|
|
Subsidiary of Long Steel Group
|
|
|
53
|
|
|
|
1,544
|
|
Shaanxi Junlong Rolling Co., Ltd
|
|
Investee of Long Steel Group
|
|
|
210
|
|
|
|
2,134
|
|
Shaanxi Huafu New Energy Co., Ltd
|
|
Significant influence by the Long Steel Group
|
|
|
9,529
|
|
|
|
5,281
|
|
Beijing Daishang Trading Co., Ltd.
|
|
Noncontrolling shareholder of Longmen Joint Venture’s subsidiary
|
|
|
3,477
|
|
|
|
402
|
|
Others
|
|
Entities either owned or have significant influence by our affiliates or management
|
|
|
70
|
|
|
|
88
|
|
Total
|
|
|
|
$
|
193,385
|
|
|
$
|
338,838
|
|
Related party balances
|
a.
|
Loans receivable – related parties:
|
Name of related parties
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Long Steel Group
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
$
|
-
|
|
|
$
|
63,319
|
|
Teamlink Investment Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
6,000
|
|
|
|
6,000
|
|
Total
|
|
|
|
$
|
6,000
|
|
|
$
|
69,319
|
|
See Note 3 – loans receivable –
related parties for loan details.
|
b.
|
Accounts receivables – related parties:
|
Name of related parties
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Long Steel Group
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
$
|
3,441
|
|
|
$
|
10,409
|
|
Shaanxi Long Steel Group Baoji
Steel Rolling Co., Ltd
|
|
Subsidiary of Long Steel Group
|
|
|
3,019
|
|
|
|
2,017
|
|
Tianjin Daqiuzhuang Steel Plates
|
|
Partially owned by CEO through indirect shareholding
|
|
|
18
|
|
|
|
18
|
|
Shaanxi Steel
|
|
Majority shareholder of Long Steel Group
|
|
|
1,102
|
|
|
|
2,435
|
|
Others
|
|
|
|
|
651
|
|
|
|
87
|
|
Total
|
|
|
|
$
|
8,231
|
|
|
$
|
14,966
|
|
|
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
c.
|
Other receivables – related parties:
|
Other receivables - related parties are
those nontrade receivables arising from transactions between the Company and its related parties, such as advances or payments
made on behalf of these related parties.
Name of related parties
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Long Steel Group
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
$
|
17,438
|
|
|
$
|
301
|
|
Shaanxi Steel
|
|
Majority shareholder of Long Steel Group
|
|
|
69,455
|
|
|
|
65,981
|
|
Tianjin General Quigang Pipe Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
1,202
|
|
|
|
1,195
|
|
Tianjin Dazhan Industry Co, Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
479
|
|
|
|
476
|
|
Others
|
|
Entities either owned or have significant influence by our affiliates or management
|
|
|
441
|
|
|
|
429
|
|
Total
|
|
|
|
$
|
89,015
|
|
|
$
|
68,382
|
|
d.
|
Advances on inventory purchase – related parties:
|
Name of related parties
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Long Steel Group
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
$
|
1,373
|
|
|
$
|
1,367
|
|
Tianjin General Qiugang Pipe Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
34
|
|
|
|
41,316
|
|
Maoming Shengze Trading Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
3,754
|
|
|
|
3,733
|
|
Others
|
|
Entities either owned or have significant influence by our affiliates or management
|
|
|
98
|
|
|
|
-
|
|
Total
|
|
|
|
$
|
5,259
|
|
|
$
|
46,416
|
|
e.
|
Accounts payable - related parties:
|
Name of related parties
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Hancheng Haiyan Coking Co., Ltd
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
$
|
66,042
|
|
|
$
|
58,661
|
|
Long Steel Group
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
|
77,254
|
|
|
|
91,511
|
|
Shaanxi Coal and Chemical Industry Group Co., Ltd.
|
|
Shareholder of Shaanxi Steel
|
|
|
-
|
|
|
|
5,652
|
|
Tianjin Dazhan Industry Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
3
|
|
|
|
3
|
|
Xi’an Pinghe Metallurgical Raw Material Co., Ltd
|
|
Noncontrolling shareholder of Long Steel Group
|
|
|
7,223
|
|
|
|
5,278
|
|
Tianjin Hengying Trading Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
1
|
|
|
|
13,919
|
|
Henan Xinmi Kanghua Fire Refractory Co., Ltd
|
|
Noncontrolling shareholder of Longmen Joint Venture’s subsidiary
|
|
|
1,011
|
|
|
|
1,146
|
|
Beijing Daishang Trading Co., Ltd
|
|
Noncontrolling shareholder of Longmen Joint Venture’s subsidiary
|
|
|
2,548
|
|
|
|
875
|
|
Tianjin General Qiugang Pipe Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
52
|
|
Others
|
|
Entities either owned or have significant influence by our affiliates or management
|
|
|
410
|
|
|
|
335
|
|
Total
|
|
|
|
$
|
154,492
|
|
|
$
|
177,432
|
|
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
f.
|
Short-term loans - related parties:
|
Name of related parties
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Shaanxi Steel
|
|
Majority shareholder of Long Steel Group
|
|
$
|
24,829
|
|
|
$
|
35,839
|
|
Shaanxi Coal and Chemical Industry Group Co., Ltd
|
|
Shareholder of Shaanxi Steel
|
|
|
56,977
|
|
|
|
-
|
|
Xi'an Pinghe Metallurgical Raw Material Co., Ltd
|
|
Noncontrolling shareholder of Long Steel Group
|
|
|
15,960
|
|
|
|
-
|
|
Tianjin Hengying Trading Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
3,837
|
|
|
|
19,549
|
|
Tianjin Dazhan Industry Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
21,397
|
|
Beijing Shenhua Xinyuan Metal Materials Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
1,366
|
|
|
|
1,359
|
|
Yangpu Capital Automobile
|
|
Partially owned by CEO through indirect shareholding
|
|
|
1,421
|
|
|
|
1,413
|
|
Total
|
|
|
|
$
|
104,390
|
|
|
$
|
79,557
|
|
See Note 9 – Debt for the loan details.
g. Current maturities of long-term loans – related
parties
Name of related party
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Shaanxi Steel
|
|
Majority shareholder of Long Steel Group
|
|
$
|
59,984
|
|
|
$
|
54,885
|
|
Total
|
|
|
|
$
|
59,984
|
|
|
$
|
54,885
|
|
h.
|
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.
Name of related parties
|
|
Relationship
|
|
March 31,
2013
|
|
|
December 31,
2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Tianjin Hengying Trading Co, Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
$
|
858
|
|
|
$
|
2,770
|
|
Long Steel Group
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
|
61,899
|
|
|
|
60,180
|
|
Wendlar Investment & Management Group Co., Ltd
|
|
Common control under CEO
|
|
|
848
|
|
|
|
836
|
|
Yangpu Capital Automobile
|
|
Partially owned by CEO through indirect shareholding
|
|
|
178
|
|
|
|
141
|
|
Xi’an Pinghe Metallurgical Raw Material Co., Ltd
|
|
Noncontrolling shareholder of Long Steel Group
|
|
|
4,788
|
|
|
|
4,761
|
|
Tianjin Dazhan Industry Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
4,554
|
|
|
|
3,695
|
|
Maoming Shengze Trading Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
1,021
|
|
|
|
-
|
|
Victory Energy Resource Co., Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
7,335
|
|
|
|
-
|
|
Others
|
|
Entities either owned or have significant influence by our affiliates or management
|
|
|
751
|
|
|
|
642
|
|
Total
|
|
|
|
$
|
82,232
|
|
|
$
|
73,025
|
|
i.
|
Customer deposits – related parties:
|
Name of related parties
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Shaanxi Yuchang Trading Co., Ltd
|
|
Significant influence by Long Steel Group
|
|
$
|
1,401
|
|
|
$
|
4,869
|
|
Sichuan Yutai Trading Co., Ltd
|
|
Significant influence by Long Steel Group
|
|
|
1,708
|
|
|
|
2,163
|
|
Tianjin Hengying Trading Co, Ltd
|
|
Partially owned by CEO through indirect shareholding
|
|
|
-
|
|
|
|
90
|
|
Long Steel Group
|
|
Noncontrolling shareholder of Longmen Joint Venture
|
|
|
4,406
|
|
|
|
8,864
|
|
Shaanxi Junlong Rolling Co., Ltd
|
|
Investee of Long Steel Group
|
|
|
4,611
|
|
|
|
5,615
|
|
Shaanxi Shenganda Trading Co., Ltd
|
|
Significant influence by Long Steel Group
|
|
|
-
|
|
|
|
353
|
|
Others
|
|
Entities either owned or have significant influence by our affiliates or management
|
|
|
523
|
|
|
|
44
|
|
Total
|
|
|
|
$
|
12,649
|
|
|
$
|
21,998
|
|
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
j.
|
Deposits due to sales representatives – related parties
|
Name of related parties
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Hancheng Haiyan Coking Co., Ltd
|
|
Noncontrolling shareholder of Long Steel Group
|
|
$
|
575
|
|
|
$
|
619
|
|
Shaanxi Junlong Rolling Co., Ltd
|
|
Investee of Long Steel Group
|
|
|
622
|
|
|
|
619
|
|
Shaanxi Yuchang Trading Co., Ltd
|
|
Significant influence by Long Steel Group
|
|
|
575
|
|
|
|
-
|
|
Total
|
|
|
|
$
|
1,772
|
|
|
$
|
1,238
|
|
|
k.
|
Long-term loans – related party:
|
Name of related party
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Shaanxi Steel
|
|
Majority shareholder of Long Steel Group
|
|
$
|
33,516
|
|
|
$
|
38,088
|
|
Total
|
|
|
|
$
|
33,516
|
|
|
$
|
38,088
|
|
The Company also provided guarantee on
related parties’ bank loans amounting to $191.6 million and $118.0 million as of March 31, 2013 and as of December 31, 2012,
respectively.
l. Long-term other payable – related
party:
Long-term other payable – related
party is a nontrade payable arising from a transaction between the Company and its related party, Shaanxi Steel, in which the Company
received an advance from Shaanxi Steel to make payment to a third party for a construction project.
Name of related party
|
|
Relationship
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Shaanxi Steel
|
|
Majority shareholder of Long Steel Group
|
|
$
|
43,252
|
|
|
$
|
43,008
|
|
Total
|
|
|
|
$
|
43,252
|
|
|
$
|
43,008
|
|
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
(in thousands)
|
|
|
(in thousands)
|
|
Beginning balance
|
|
$
|
77,199
|
|
|
$
|
78,524
|
|
Less: Lease income realized
|
|
|
(532
|
)
|
|
|
(2,119
|
)
|
Exchange rate effect
|
|
|
436
|
|
|
|
794
|
|
Ending balance
|
|
|
77,103
|
|
|
|
77,199
|
|
Current portion
|
|
|
(2,132
|
)
|
|
|
(2,120
|
)
|
Noncurrent portion
|
|
$
|
74,971
|
|
|
$
|
75,079
|
|
For the three months ended March 31, 2013
and 2012, the Company realized lease income from Shaanxi Steel, a related party, amounted $0.5 million and $0.5 million, respectively.
Note 21 - Equity
2013 Equity Transactions
On March 28, 2013, the Company granted
senior management and directors 174,900 shares of common stock at $1.01 per share, as compensation under the Company’s 2008
Equity Incentive Plan. The shares were valued at the quoted market price on the grant date.
On June 27, 2013, the Company granted senior
management and directors 163,150 shares of common stock at $1.02 per share, as compensation under the Company’s 2008 Equity
Incentive Plan. The shares were valued at the quoted market price on the grant date.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Note 22 – Retirement plan
Regulations in the PRC require the Company
to contribute to a defined contribution retirement plan for all employees. All the employees of the Company’s entities in
China are entitled to a retirement pension amount calculated based upon their salary at their date of retirement and their length
of service in accordance with a government managed pension plan. The PRC government is responsible for the pension liability to
the retired staff. The Company’s entities in China are required to contribute based on the higher of 20% of the employees’
monthly base salary or 12% of the minimum social average salary of the city where the facilities are located. Employees are required
to contribute 8% of their base salary to the plan. The minimum social average salary is announced by the local Social Security
bureau and updated annually. Total pension expense incurred by the Company was $2.2 million and $1.8 million for the three months
ended March 31, 2013 and 2012, respectively.
Note 23 – Statutory reserves
The laws and regulations of the People’s
Republic of China require that before a foreign -invested enterprise distributes profits to its shareholders, it must first satisfy
all tax liabilities, provision for losses in previous years, and make allocations, in proportions determined at the discretion
of the board of directors, to the statutory reserves. The statutory reserves include the surplus reserve funds and the enterprise
fund and these statutory reserves represent restricted retained earnings.
Surplus reserve fund
The Company is required to transfer 10%
of its net income, as determined in accordance with the PRC accounting rules and regulations, to a statutory surplus reserve fund
until such reserve balance reaches 50% of the Company’s registered capital.
The transfer to this reserve must be made
before distribution of any dividend to shareholders. The surplus reserve fund is non-distributable other than during liquidation
and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share
capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the
shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered
capital. For the periods ended March 31, 2013 and 2012, the Company did not make any contributions to these reserves.
Special reserve
The Company is required by the PRC government
to reserve safety and maintenance expense to the cost of production based on the actual quantity of mineral exploited. The
amount of reserves is determined within the unit price range provided by Ministry of Finance of PRC. For the three months ended
March 31, 2013 and 2012, the Company made contributions of $0.2 million and $0.4 million to these reserves, respectively and used
$0.1 million and $0.2 million of safety and maintenance expense, respectively.
Note 24 – Commitment and contingencies
Operating Lease Commitments
Total operating lease commitments for rental
of offices, buildings, equipment and land use rights of the Company’s PRC subsidiaries as of March 31, 2013 is as follows:
Year ending March 31,
|
|
Minimum lease payment
|
|
|
(in thousands)
|
|
|
(Unaudited)
|
2014
|
|
$
|
1,430
|
2015
|
|
|
673
|
2016
|
|
|
554
|
2017
|
|
|
554
|
2018
|
|
|
554
|
Years after
|
|
|
20,257
|
Total minimum payments required
|
|
$
|
24,022
|
Total rental expense was $0.8 million and
$0.7 million for the three months ended March 31, 2013 and 2012, respectively.
Contractual Commitments
Longmen Joint Venture has $78.8 million
contractual obligations related to construction projects as of March 31, 2013 to be paid within the next year.
Purchase Commitments
Longmen Joint Venture has signed an annual
purchase agreement with a vendor to supply iron ore to be delivered based on the production demand. From October 2012 to October
2013, the minimum purchase commitment is 3 million tons at market price.
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Contingencies
As of March 31, 2013, Longmen Joint Venture
provided guarantees to related parties’ and third parties’ bank loans, including lines of credit and others, amounting
to $266.3 million.
Nature of guarantee
|
|
Guarantee
amount
|
|
|
Guaranty Due Date
|
|
|
|
(In thousands)
|
|
|
|
|
Line of credit
|
|
$
|
177,731
|
|
|
|
Various from April 2013 to August 2015
|
|
Bank loans
|
|
|
54,264
|
|
|
|
April 2014
|
|
Confirming storage
|
|
|
29,587
|
|
|
|
Various from April 2013 to September 2013
|
|
Financing by the rights of goods delivery in future
|
|
|
4,708
|
|
|
|
April
2013
|
|
Total
|
|
$
|
266,290
|
|
|
|
|
|
Name of parties being guaranteed
|
|
Guarantee amount
|
|
|
Guaranty Due Date
|
|
|
|
(In thousands)
|
|
|
|
|
Long Steel Group
|
|
$
|
124,839
|
|
|
|
Various from April 2013 to August 2015
|
|
Hancheng Haiyan Coking Co., Ltd
|
|
|
27,640
|
|
|
|
Various from April 2013 to June 2013
|
|
Long Steel Group Fuping Rolling Steel Co., Ltd
|
|
|
3,543
|
|
|
|
April 2013
|
|
Yichang Zhongyi Industrial Co., Ltd
|
|
|
18,514
|
|
|
|
Various from April 2013 to May 2013
|
|
Shaanxi Tianyi Metal Materials Co., Ltd
|
|
|
4,708
|
|
|
|
April 2013
|
|
Shaanxi Hongan Material Co., Ltd.
|
|
|
6,097
|
|
|
|
Various from September 2013 to December 2013
|
|
Shaanxi Huatai Huineng Group Co., Ltd
|
|
|
23,940
|
|
|
|
April 2014
|
|
Hancheng Sanli Furnace Burden Co., Ltd.
|
|
|
15,960
|
|
|
|
March 2015
|
|
Tianjin Dazhan Industry Co., Ltd
|
|
|
10,374
|
|
|
|
February 2014
|
|
Tianjin Hengying Trading Co., Ltd
|
|
|
28,728
|
|
|
|
Various from February 2014 to April 2014
|
|
X'an Longmen Trading Co., Ltd
|
|
|
1,947
|
|
|
|
Various from August 2013 to September 2013
|
|
Total
|
|
$
|
266,290
|
|
|
|
|
|
As of March 31, 2013, the Company did not
accrue any liability for the amounts the Group has guaranteed for third and related parties because those parties are current in
their payment obligations and the Company has not experienced any losses from providing guarantees. The Company has evaluated the
debt guarantees and concluded that the likelihood of having to make payments under the guarantees is remote and that the fair value
of the stand-ready obligation under these commitments is not material.
Note 25 – Segments
The Company’s chief operating decision
maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being income
from operations of the Group’s four regional divisions in the PRC: Longmen Joint Venture in Shaanxi province, Maoming Hengda
in Guangdong province, Baotou Steel Pipe Joint Venture in Inner Mongolia province and General Steel (China) & Tianwu Joint
Venture in Tianjin City.
The Group operates in one business segment
that includes four different divisions. These reportable divisions are consistent with the way the Company manages its business,
each division operates under separate management groups and produces discrete financial information. The accounting principles
applied at the operating division level in determining income from operations is generally the same as those applied at the consolidated
financial statement level.
The following represents results of division
operations for three months ended March 31, 2013 and 2012:
GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
(In thousands)
|
|
|
|
|
|
|
|
|
Sales:
|
|
|
2013
|
|
|
|
2012
|
|
Longmen Joint Venture
|
|
$
|
646,748
|
|
|
$
|
643,276
|
|
Maoming Hengda
|
|
|
1,523
|
|
|
|
1,980
|
|
Baotou Steel Pipe Joint Venture
|
|
|
9
|
|
|
|
177
|
|
General Steel (China) & Tianwu Joint Venture
|
|
|
48,726
|
|
|
|
5,192
|
|
Total sales
|
|
|
697,006
|
|
|
|
650,625
|
|
Interdivision sales
|
|
|
(45,715
|
)
|
|
|
(2,584
|
)
|
Consolidated sales
|
|
$
|
651,291
|
|
|
$
|
648,041
|
|
|
|
|
|
|
|
|
|
|
Gross profit:
|
|
|
2013
|
|
|
|
2012
|
|
Longmen Joint Venture
|
|
$
|
4,367
|
|
|
$
|
5,275
|
|
Maoming Hengda
|
|
|
(228
|
)
|
|
|
(83
|
)
|
Baotou Steel
|
|
|
(78
|
)
|
|
|
19
|
|
General Steel (China) & Tianwu Joint Venture
|
|
|
6
|
|
|
|
419
|
|
Total gross profit
|
|
|
4,067
|
|
|
|
5,630
|
|
Interdivision gross profit
|
|
|
-
|
|
|
|
-
|
|
Consolidated gross profit
|
|
$
|
4,067
|
|
|
$
|
5,630
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
2013
|
|
|
|
2012
|
|
Longmen Joint Venture
|
|
$
|
40,050
|
|
|
$
|
(11,594
|
)
|
Maoming Hengda
|
|
|
(797
|
)
|
|
|
(702
|
)
|
Baotou Steel
|
|
|
(361
|
)
|
|
|
(166
|
)
|
General Steel (China) & Tianwu Joint Venture
|
|
|
(808
|
)
|
|
|
(1
|
)
|
Total loss from operations
|
|
|
38,084
|
|
|
|
(12,463
|
)
|
Interdivision income (loss) from operations
|
|
|
-
|
|
|
|
-
|
|
Reconciling item (1)
|
|
|
(1,080
|
)
|
|
|
(536
|
)
|
Consolidated income (loss) from operations
|
|
$
|
37,004
|
|
|
$
|
(12,999
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to General Steel Holdings, Inc.:
|
|
|
2013
|
|
|
|
2012
|
|
Longmen Joint Venture
|
|
$
|
8,325
|
|
|
$
|
(30,348
|
)
|
Maoming Hengda
|
|
|
(771
|
)
|
|
|
(536
|
)
|
Baotou Steel
|
|
|
(289
|
)
|
|
|
(374
|
)
|
General Steel (China) & Tianwu Joint Venture
|
|
|
(3,156
|
)
|
|
|
(2,978
|
)
|
Total net loss attributable to General Steel Holdings, Inc.
|
|
|
4,109
|
|
|
|
(34,236
|
)
|
Interdivision net income
|
|
|
-
|
|
|
|
-
|
|
Reconciling item (1)
|
|
|
(1,006
|
)
|
|
|
(548
|
)
|
Consolidated net income (loss) attributable to General Steel Holdings, Inc.
|
|
$
|
3,103
|
|
|
$
|
(34,784
|
)
|
|
|
|
|
|
|
|
|
|
Depreciation, amortization and depletion:
|
|
|
2013
|
|
|
|
2012
|
|
Longmen Joint Venture
|
|
$
|
20,431
|
|
|
$
|
19,246
|
|
Maoming Hengda
|
|
|
311
|
|
|
|
504
|
|
Baotou Steel
|
|
|
97
|
|
|
|
11
|
|
General Steel (China) & Tianwu Joint Venture
|
|
|
519
|
|
|
|
798
|
|
Consolidated depreciation, amortization and depletion
|
|
$
|
21,358
|
|
|
$
|
20,559
|
|
|
|
|
|
|
|
|
|
|
Finance/interest expenses:
|
|
|
2013
|
|
|
|
2012
|
|
Longmen Joint Venture
|
|
$
|
27,263
|
|
|
$
|
45,195
|
|
Maoming Hengda
|
|
|
-
|
|
|
|
12
|
|
Baotou Steel
|
|
|
-
|
|
|
|
128
|
|
General Steel (China) & Tianwu Joint Venture
|
|
|
2,706
|
|
|
|
3,031
|
|
Interdivision interest expenses
|
|
|
-
|
|
|
|
-
|
|
Reconciling item (1)
|
|
|
1
|
|
|
|
-
|
|
Consolidated interest expenses
|
|
$
|
29,970
|
|
|
$
|
48,366
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures:
|
|
|
2013
|
|
|
|
2012
|
|
Longmen Joint Venture
|
|
$
|
16,084
|
|
|
$
|
10,723
|
|
Maoming Hengda
|
|
|
2
|
|
|
|
-
|
|
Baotou Steel
|
|
|
7
|
|
|
|
5
|
|
General Steel (China) & Tianwu Joint Venture
|
|
|
1
|
|
|
|
1
|
|
Reconciling item (1)
|
|
|
-
|
|
|
|
-
|
|
Consolidated capital expenditures
|
|
$
|
16,094
|
|
|
$
|
10,729
|
|
Total Assets as of:
|
|
|
March 31, 2013
|
|
|
|
December 31, 2012
|
|
Longmen Joint Venture
|
|
$
|
2,369,631
|
|
|
$
|
2,513,206
|
|
Maoming Hengda
|
|
|
29,762
|
|
|
|
29,687
|
|
Baotou Steel Pipe Joint Venture
|
|
|
4,318
|
|
|
|
5,186
|
|
General Steel (China) & Tianwu Joint Venture
|
|
|
71,308
|
|
|
|
152,965
|
|
Interdivision assets
|
|
|
(43,797
|
)
|
|
|
(57,436
|
)
|
Reconciling item (2)
|
|
|
9,376
|
|
|
|
7,074
|
|
Total Assets
|
|
$
|
2,440,598
|
|
|
$
|
2,650,682
|
|
|
(1)
|
Reconciling item represents the unallocated income or expenses of the Company, arising from General Steel Investment Co., Ltd, Yangpu Shengtong Investment Co., Ltd and Qiu Steel for the three months ended March 31, 2013 and 2012.
|
|
(2)
|
Reconciling item represents assets held at General Steel Holdings, Inc., General Steel Investment Co., Ltd, Yangpu Shengtong Investment Co., Ltd and Qiu Steel as of March 31, 2013 and December 31, 2012.
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Note Regarding Forward-Looking Statements
The following discussion
of the financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial
statements and related notes thereto. The following discussion contains forward-looking statements. General Steel Holdings, Inc.
is referred to herein as “we,” “our,” “us” and “the Company.” The words or phrases
“would be,” “will allow,” “expect to,” “intends to,” “will likely result,”
“are expected to,” “will continue,” “is anticipated,” “estimate,” or similar expressions
are intended to identify forward-looking statements. Such statements include those concerning our expected financial performance,
our corporate strategy and operational plans. Actual results could differ materially from those projected in the forward-looking
statements as a result of a number of risks and uncertainties, including: (a) those risks and uncertainties related to general
economic conditions in the PRC, including regulatory factors that may affect such economic conditions; (b) whether we are able
to manage our planned growth efficiently and operate profitable operations, including whether our management will be able to identify,
hire, train, retain, motivate and manage required personnel or that management will be able to successfully manage and exploit
existing and potential market opportunities; (c) whether we are able to generate sufficient revenues or obtain financing to sustain
and grow our operations; and (d) whether we are able to successfully fulfill our primary requirements for cash which are explained
below under “Liquidity and Capital Resources.” Unless otherwise required by applicable law, we do not undertake, and
we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement. Additional information regarding certain factors which could cause actual
results to differ from such forward-looking statements include, but are not limited to, those described in Item 1A, “Risk
Factors”, to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on June 17, 2013.
Recent Developments and First Quarter Highlights
The first quarter of
2013 was highlighted with the following:
|
·
|
Sales in the first quarter of 2013 increased by 0.5% to $651.3 million, from $648.0 million in the first quarter of 2012, due to increased sales volume despite a decrease in the average selling price of our products. For the first quarter of 2013, sales volume of rebar in Shaanxi Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”) totaled 1.3 million metric tons, an increase of 14.9%, compared to 1.1 million metric tons in the first quarter of 2012, with an average selling price of $515.3 per ton, as compared to $588.7 per ton in the first quarter of 2012.
|
|
·
|
Gross profit in the first quarter of 2013 was $4.1 million, or 0.6% of total revenue, as compared to a gross profit of $5.6 million, or 0.9% of total revenue in the first quarter of 2012.
|
|
|
|
|
·
|
Total finance
expenses in the first quarter of 2013 was $30.0 million, as compared to 48.4 million for the same period in 2012. Finance
expenses mainly consisted of interest expense on capital lease, which was $10.2 million and $10.8 million in the first
quarter of 2013 and 2012, respectively, and interest expense on bank loans and discounted notes receivable, which was $19.8
million and $37.5 million in the first quarter of 2013 and 2012, respectively.
|
|
·
|
Earnings per share were $0.06 in the first quarter of 2013, compared to a loss of $0.63 per share in the first quarter of 2012. The increase in the earnings in the first quarter was mainly due to the decreased interest expenses on bank loans and discounted notes receivable and the gain in change in fair value of profit sharing liability.
|
OVERVIEW
We were incorporated
on August 5, 2002, in the State of Nevada. We are headquartered in Beijing, China and operate a portfolio of Chinese steel companies.
We serve various industries and produce a variety of steel products including, but not limited to: reinforced bars (“rebar”),
hot-rolled carbon, spiral-weld pipes and high-speed wire. Our current aggregate annual production capacity of steel products is
7 million metric tons of crude steel. Our individual product categories have a variety of demand drivers, such as rural income,
infrastructure construction and energy consumption. Domestic economic conditions are also an overall demand driver for all our
products.
Our vision is to become
one of the largest and most profitable non-government owned steel companies in the PRC. Our mission is to grow our business organically
and through the acquisition of Chinese steel companies to increase their profitability and efficiencies by utilizing western management
practices and advanced production technologies, and the infusion of capital resources.
Our two-pronged growth strategy focuses
on a combination of capacity expansion, as well as optimizing operating efficiencies and leverage:
|
·
|
We aim to grow our revenue by increasing capacity and through continual
cooperation and partnerships with leading state-owned enterprises (SOEs).
|
|
·
|
We aim to drive profitability through improved operational efficiencies
and optimization of our cost structure.
|
Unless the context indicates otherwise,
as used herein the terms “General Steel”, the “Company”, “we”, “our” and “us”
refer to General Steel Holdings, Inc.
Steel-Related Subsidiaries and Raw Material Trading Company
We presently have controlling interests in
four steel-related subsidiaries and one raw material trading subsidiary:
|
·
|
General Steel (China) Co., Ltd. (“General Steel (China)”);
|
|
·
|
Baotou Steel - General Steel Special Steel Pipe Joint Venture Company Limited (“Baotou Steel Pipe Joint Venture”);
|
|
·
|
Shaanxi Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”);
|
|
·
|
Maoming Hengda Steel Co., Ltd. (“Maoming Hengda”); and
|
|
·
|
Tianwu General Steel Material Trading Co., Ltd. (“Tianwu Joint Venture”).
|
Our Company, together with our subsidiaries,
majority owned subsidiaries and variable interest entity, are referred to as the Group.
General Steel (China) Co., Ltd
General Steel (China), formerly known as
“Tianjin Daqiuzhuang Metal Sheet Co., Ltd.”, started operations in 1988.
On May 14, 2009, General
Steel (China) changed its official name from “Tianjin Daqiuzhuang Metal Sheet Co., Ltd.” to better reflect its role
as a merger and acquisition platform for steel company investments in China. In some instances, General Steel (China) retains
the use of the name “Daqiuzhuang Metal” for brand recognition purposes within the industry.
On January 1, 2010,
General Steel (China) entered into a lease agreement with Tianjin Daqiuzhuang Steel Plates Co., Ltd. (the “Lessee”),
whereby General Steel (China) leases its facility located at No. 1, Tonga Street, Daqiuzhuang Town, Jinghai County, Tianjin City
to the Lessee (the “Lease Agreement”). The Lease Agreement provides approximately 776,078 square feet of workshops,
land, equipment and other facilities to the Lessee and allows the Company to reduce overhead costs while providing a recurring
monthly income stream resulting from payments due under the lease. The initial term of the Lease Agreement was from January 1,
2010 to December 31, 2012 and the monthly base rental rate due to General Steel (China) was approximately $0.2 million (RMB 1.7
million). On July 28, 2011, General Steel (China) signed a supplemental agreement with the Lessee to extend the lease for an additional
five years to December 31, 2016. However, due to current steel market conditions, the Lessee had informed us that they do not intend
to continue with the lease at June 30, 2012. There was no penalty for early termination. General Steel (China) currently does not
have plans to lease the facility to another company and as such, a write-down in the carrying value of property, plant and equipment
in relation to this event had been assessed and the estimated impairment amount of $5.5 million (RMB 35.1 million) was recorded
in the selling, general and administrative expenses in the second quarter of 2011, and an additional $20.2 million (RMB 127.2 million)
was impaired and recorded in the selling, general and administrative expenses for the year ended December 31, 2012. Management
also re-evaluates the fair value of its long-term assets on annual basis, or if there is a triggering event, which would require
an assessment sooner.
Baotou Steel - General Steel Special
Steel Pipe Joint Venture Company Limited
On April 27, 2007, General
Steel (China) and Baotou Iron and Steel Group Co., Ltd. (“Baotou Steel”) entered into an Amended and Restated Joint
Venture Agreement, amending the Joint Venture Agreement entered into on September 28, 2005, to increase General Steel (China)'s
ownership interest in the related joint venture to 80%. The joint venture’s name is Baotou Steel - General Steel Special
Steel Pipe Joint Venture Company Limited, a Chinese limited liability company (“Baotou Steel Pipe Joint Venture”).
Baotou Steel Pipe Joint Venture obtained its business license from government authorities in the PRC on May 25, 2007,
and started its operations in July 2007. Baotou Steel Pipe Joint Venture has four production lines capable of producing 100,000
metric tons of double spiral-weld pipes primarily used in the energy sector to transport oil and steam. These pipes have a diameter
ranging from 219mm to 1240mm, a wall thickness ranging from 6mm to 13mm, and a length ranging from 6m to 12m. Presently, Baotou
Steel Pipe Joint Venture sells its products using an internal sales force to customers in the Inner Mongolia Autonomous Region
and the northwest region of the PRC.
Shaanxi Longmen Iron and Steel Co., Ltd
Effective June
1, 2007, through General Steel (China) and Tianjin Qiu Steel Investment Co., Ltd.(“Qiu Steel”), a 99% owned company
of General Steel (China), we entered into a Joint Venture Agreement with Shaanxi Longmen Iron & Steel Group Co., Ltd. (“Long
Steel Group”) to form Shaanxi Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”). Through General Steel
(China) and Qiu Steel, we invested approximately $39.3 million in cash and collectively held a 60% ownership interest in Longmen
Joint Venture until April 29, 2011 when we entered into a 20-year Unified Management Agreement (the “Unified Management Agreement”)
with Longmen Joint Venture, Shaanxi Coal and Chemical Industry Group Co., Ltd. (“Shaanxi Coal”) and Shaanxi Iron and
Steel Group Co., Ltd. (“Shaanxi Steel”). Longmen Joint Venture was determined to be a Variable Interest Entity (“VIE”)
and we are the primary beneficiary.
Long Steel Group, located
in Hancheng city, Shaanxi Province, in China’s Western region, was founded in 1958 and incorporated in 2002. Long Steel Group
is owned by a state owned entity through Shaanxi Steel. Long Steel Group holds the remaining 40% ownership interest in Longmen
Joint Venture and operates as a fully-integrated steel production facility. Fewer than 10% of steel companies in China have
fully-integrated steel production capabilities.
Currently, Longmen Joint
Venture has five branch offices, four consolidated subsidiaries/VIE and five entities in which it has a noncontrolling interest.
It employs approximately 9,600 full-time workers. In addition to steel production, Longmen Joint Venture operates transportation
services through its Changlong Branch, located in Hancheng city, Shaanxi Province. Changlong Branch owns 185 vehicles and provides
transportation services exclusively to Longmen Joint Venture.
Longmen Joint Venture’s
rebar products are categorized within the steel industry as “longs” (referencing their shape). Rebar is generally considered
a regional product because its weight and dimensions make it ill-suited for cost-effective long-haul ground transportation. By our
estimates, the market demand for rebar in Shaanxi Province is six to eight million metric tons per year. Slightly more than half
of this demand comes from Xi’an, the capital of Shaanxi Province, located 180km from Longmen Joint Venture’s main steel
production site. Currently, we estimate that we have an approximate 72% share of the Xi’an market for rebar.
An established regional
network of approximately 128 distributors together with those small distributors and three sales offices sell Longmen Joint Venture’s
products. All products sell under the registered brand name of “Yulong”, which has strong regional recognition and
awareness. Rebar and billet products carry ISO 9001 and 9002 certification and other Longmen Joint Venture’s products have
won national quality awards. Products produced at the facility have been used in the construction of the Yangtze River Three Gorges
Dam, the Xi’an International Airport, the Xi’an city subway system and the Xi Luo Du and the Xiang Jia Ba hydropower
projects.
On September 24, 2007,
Longmen Joint Venture acquired a 74.92% ownership interest in Longmen Iron and Steel Group. Environmental Protection Industry
Development Co., Ltd. (“Longmen EPID”). At the same time, Longmen Joint Venture entered into an equity transfer
agreement with Long Steel Group to acquire a 36% ownership interest in its subsidiary, Hualong Fire Retardant Materials Co., Ltd.
(“Hualong”). Longmen Joint Venture paid $0.4 million (RMB 3.3 million) in exchange for the ownership interest and is
the largest shareholder in Hualong. Hualong’s facility produces fire-retardant materials used in various steel making
processes.
In January 2010, Longmen
Joint Venture completed its acquisition of the remaining 25.08% interest in Longmen EPID pursuant to an equity transfer agreement
with Shaanxi Fangxin Industrial Co., Ltd. (“Shaanxi Fangxin”), the other shareholder of Longmen EPID for RMB 8.7 million.
Longmen EPID then became a branch of Longmen Joint Venture.
From June 2009 to March
2011, we worked with Shaanxi Steel to build new iron and steel making facilities including two 1,280 cubic meter blast furnaces,
two 120 metric ton converters, one 400 square meter sintering machine and some auxiliary systems. As a result, Longmen Joint
Venture incurred certain costs of construction as well as economic losses on suspended production of certain small furnaces and
other equipment to accommodate the construction of the new equipment, on behalf of Shaanxi Steel.
Dismantling of certain
assets and a sub-lease of Longmen Joint Venture’s land associated with the construction by Shaanxi Steel began in June 2009.
At the beginning of the construction in June 2009, Longmen Joint Venture reached an oral agreement with Shaanxi Steel that all
costs incurred related to the construction would be reimbursed by Shaanxi Steel. From that point forward through construction and
testing until completion of the project in March 2011, Longmen Joint Venture recorded the related costs as they were incurred according
to the nature of these costs and recognized the related receivable from Shaanxi Steel. In December 2010, Shaanxi Steel and Longmen
Joint Venture were able to finalize the amount of costs incurred by the Longmen Joint Venture to be reimbursed and executed two
signed agreements between the two parties on December 20, 2010. Therefore, to compensate us, in the fourth quarter of 2010, Shaanxi
Steel reimbursed Longmen Joint Venture $11.2 million (RMB 70.1 million) related to the value of assets dismantled and rent under
a 40-year property sub-lease that was entered into by the parties in June 2009, and $29.2 million (RMB 183.1 million) for the reduced
production efficiency caused by the construction. In addition, in 2010 and 2012, Shaanxi Steel reimbursed Longmen Joint Venture
$14.3 million (RMB 89.5 million) and $14.3 million (RMB 89.3 million), respectively, for trial production costs related to the
new equipment.
During the period from
June 2010 to March 2011, as construction progressed and certain of the assets came online, Longmen Joint Venture used the assets
free of charge to produce saleable units of steel products during this period. As such, the cost of using these assets and
the fair value of the free rent received was imputed with reference to what the depreciation charge would have been on these assets
had they been owned or under capital lease to Longmen Joint Venture during this period. This cost of $7.0 million (RMB 43.9 million)
each year were deferred and will be recognized over the term of the land sub-lease similar to the other charges and credits related
to the construction of these assets.
The amount of reimbursement
is deferred as lease income and recognized as a component of the property that was sub-leased during the construction, and is to
be amortized to income over the remaining terms of the 40-year sub-lease.
For the three months
ended March 31, 2013 and 2012, we recognized lease income of $0.5 million and $0.5 million, respectively. As of March 31, 2013
and December 31, 2012, the deferred lease income on the land sub-lease was $77.1 million and $77.2 million, respectively. The remaining
life of amortization was 36.3 years as of March 31, 2013.
On April 29, 2011,
we entered into a 20-year Unified Management Agreement with Longmen Joint Venture, Shaanxi Coal and Shaanxi Steel. Shaanxi Steel
is the controlling shareholder of Long Steel Group which is the non-controlling interest holder in Longmen Joint Venture, and
Shaanxi Coal, a state-owned entity, is the parent company of Shaanxi Steel. Under the terms of the Unified Management Agreement,
all manufacturing machinery and other equipment of Longmen Joint Venture plus $590.7 million (or approximately RMB 3.7 billion)
of the newly constructed iron and steel making facilities owned by Shaanxi Steel which includes one 400m
2
sintering
machine, two 1,280m
3
blast furnaces, two 120 ton converters and some auxiliary systems, are managed collectively as
a single virtual asset pool (“Asset Pool”). Longmen Joint Venture manages the Asset Pool as the principal operating
entity and is responsible for the daily operation of the new and existing facilities.
Furthermore, under the
terms of the Unified Management Agreement, Shaanxi Coal has committed to providing Longmen Joint Venture with raw materials, including
coke and coal, at a cost not higher than the market rate. In addition, the Unified Management Agreement includes provisions pursuant
to which both Shaanxi Coal and Shaanxi Steel are expected to provide financial support, including credit guarantees, as needed
for operations by Longmen Joint Venture. In October 2012, Shaanxi Steel agreed that it will not demand capital lease payment from
Longmen Joint Venture until October 2014. In March 2013, Shaanxi Coal has provided bank loan guarantees to Longmen Joint Venture
in the amount of $310.3 million (RMB 2.0 billion).
Longmen Joint Venture
pays Shaanxi Steel for the use of the newly constructed iron and steel making facilities an amount equaling the depreciation expense
on the equipment constructed by Shaanxi Steel in addition to 40% of the pre-tax profit generated by the Asset Pool. The remaining
60% of the pre-tax profit is allocated to Longmen Joint Venture. As a result, our economic interest in the profits generated by
the Asset Pool decreased from 60% to 36%. However, the overall capacity under the management of Longmen Joint Venture has increased
by three million tons, or 75%. The Unified Management Agreement is also expected to improve Longmen Joint Venture’s cost
structure through sustainable and steady sourcing of key raw materials and reduced transportation costs. The distribution of profit
is subject to a prospective adjustment after the first two years based on each entity’s actual investment of time and resources
into the Asset Pool.
The parties to the Unified
Management Agreement have agreed to establish the Shaanxi Longmen Iron and Steel Unified Management Supervisory Committee (“Supervisory
Committee”) to ensure that the facilities and related resources are being operated and managed according to the stipulations
set forth in the Unified Management Agreement. However, the Board of Directors of Longmen Joint Venture remains the controlling
decision-making body of Longmen Joint Venture and the Asset Pool.
The Unified Management
Agreement constitutes an arrangement that involves a lease which met certain of the criteria of a capital lease and therefore,
the lease is accounted for as such by Longmen Joint Venture. See Note 15 - “Capital lease obligations” and Note 16
-“Profit sharing liability” of the Notes to Condensed Consolidated Financial Statements included herein.
In November
2010, we brought online a 1,200,000 metric ton capacity rebar production line which was renovated based on an existing 800,000
metric ton capacity rebar production line. In July 2011, we brought online a 1,000,000 metric ton capacity high speed wire production
line. These two installed production lines were both relocated from the Maoming Hengda (as defined below) facility which consume
less energy when running at maximum efficiencies compared to our previous production line.
Maoming Hengda Steel Co., Ltd
On June 25, 2008, through
our subsidiary Qiu Steel, we paid approximately $7.1 million (RMB 50 million) in cash to purchase 99% of Maoming Hengda Steel Group,
Ltd. (“Maoming Hengda”). The total registered capital of Maoming Hengda is approximately $77.8 million (RMB 544.6
million).
Maoming Hengda’s
core business is the production of rebar products used in the construction industry. Located on 140 hectares (approximately
346 acres) in Maoming city, Guangdong Province, the Maoming Hengda facility previously had two production lines capable of annual
production capacities of 1.8 million metric tons of 5.5mm to 16mm diameter high-speed wire and 12mm to 38mm diameter rebar. The
products were sold through nine distributors targeting customers in Guangxi Province and the Western region of Guangdong.
To take advantage of
a stronger market demand in Shaanxi Province, in the second quarter of 2009, we relocated the 800,000 metric ton capacity rebar
production line from Maoming Hengda’s facility to Longmen Joint Venture. Thereafter, in December 2010, we relocated
the 1,000,000 metric ton capacity high-speed wire production line from Maoming Hengda’s facility to Longmen Joint Venture
to meet the increased demand in Shaanxi Province.
In December 2010, we
brought online a new 400,000 ton capacity rebar production line. The new rebar line was constructed as a result of a
strategic alliance agreement between Maoming Hengda and Zhuhai Yueyufeng Iron and Steel Co., Ltd. (“Yueyufeng”), executed
on February 3, 2010. According to this agreement, Yueyufeng paid $4.4 million in advance in three installments to support
the construction of the rebar production line for Maoming Hengda, and charged Maoming Hengda interest at rate of 10% annually.
The interest expense incurred was recorded in finance expense.
Tianwu General Steel Material Trading Co., Ltd
We formed Tianwu General
Steel Material Trading Co., Ltd. (“Tianwu Joint Venture”) with Tianjin Material and Equipment Group Corporation (“TME
Group”). The contributed capital of Tianwu Joint Venture is approximately $2.9 million (or RMB20 million), and we hold
a 60% controlling interest. TME Group is one of the largest and most diversified commodity trading groups in China.
Tianwu Joint Venture sources raw materials,
mainly overseas iron ore, and is expected to supply approximately 20% to 50% of our imported iron-ore needs, amounting to approximately
two to three million metric tons on an annual basis.
Production Capacity Information Summary by Subsidiary
Annual Production Capacity (metric tons)
|
|
General Steel
(China)
|
|
|
Baotou Steel Pipe
Joint Venture
|
|
Longmen Joint
Venture
|
|
Maoming
Hengda
|
|
Crude Steel
|
|
-
|
|
|
-
|
|
7 million
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Processing
|
|
400,000
|
|
|
100,000
|
|
3.6 million
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Main Products
|
|
Hot-rolled sheet
|
|
|
Spiral-weld pipe
|
|
Rebar/High-speed wire
|
|
Rebar
|
|
|
|
|
|
|
|
|
|
|
|
|
Main Application
|
|
Light Agricultural vehicles
|
|
|
Energy transport
|
|
Infrastructure and construction
|
|
Infrastructure and construction
|
|
Marketing and Customers
We sell our products
primarily to distributors, and we typically collect payment from these distributors in advance. Our marketing efforts are
mainly directed toward those customers who have demanding requirements for on-time delivery, general inquiries and product quality.
We believe that these requirements as well as product planning are critical factors in our ability to serve this segment of the
market.
Our revenue is dependent,
in large part, on significant contracts with a limited number of large customers. For the three months ended March 31, 2013, approximately
20.4% of our sales were to five customers. We believe that revenue derived from our current and future large customers will continue
to represent a significant portion of our total revenue.
Moreover, our success
will depend in part upon our ability to obtain orders from new customers, as well as the financial condition and success of our
customers and general economic conditions in China.
Demand for our Products
Overall, domestic economic growth is an
important driver of our products, especially from construction and infrastructure projects, rural income growth and energy demand.
At Longmen Joint
Venture, growth in regional construction and infrastructure projects drives demand for our products. According to the 12th Five
Year National Economic and Social Development Plan (“NESDP”) (2011-2015), development of China’s Western region
is one of the top five economic priorities of the nation. Shaanxi Province, where Longmen Joint Venture is located, has been designated
as a focal point for development in the Western region. Longmen Joint Venture is 180 km from Xi’an, the capital city
of Shaanxi Province and it does not have a major competitor within a 250 km radius.
The Western region
of China, where our major sales market is located, has experienced a higher rate of growth than other Chinese regions in recent
years. Compared to an increase of 7.8% for the national GDP, the GDP increase of 12.9% was reported by Shaanxi Province in 2012
over the previous year. Additionally, according to Accounting and Corporate Finance Production Statistics in China, Sichuan Province
also reported a GDP increase of 2.6%. We have opened a sales office in Chengdu City, Sichuan Province to meet the increasing demand
for the construction of steel.
According to the
Shaanxi provincial government, the total fixed asset investment for the Shaanxi Province was approximately $198.4 billion (RMB
1.25 trillion) for the year ended December 31, 2012, an increase of 28.9% over 2011.
At the end of June
2009, the State Council Office announced that it approved the Guanzhong-Tianshui Economic Zone development program. This program
covers the development of two western provinces and seven cities from 2009 to 2020.
In addition, the Guanzhong-Tianshui
Economic Zone will concentrate on the development of the Xi’an area. The metropolitan area construction program focuses on
the cities of Xi’an and Xianyang, and their surrounding areas, covering up to 12,000 square kilometers, including the construction
of railways, highways, subways, airport expansion and newly developed areas. Under this program, the Shaanxi provincial government
has announced that it will build approximately 4,500 kilometers of railway with the investment of approximately $41.5 billion (RMB
260 billion) by 2015 and 8,080 kilometers of highway by 2020. The infrastructure and constructions projects provide strong and
stable demand for our steel product in this area, in which we have over 70% of the market share.
In January 2011,
the central government announced a new low-income housing policy. Under this policy, 10 million low-income houses will be
built in 2011, with a total of 36 million low-income houses to be built over a five-year period. To ensure the construction of
the low-income housing, the central government has announced that it will increase its investment in the project by 34.7% over
its 2010 investment to approximately $16.6 billion (RMB 103 billion), and the local governments are expected to increase their
investment as well.
As part of this policy,
the Shaanxi provincial government also targeted to build 470,000 low-income houses in 2011, covering approximately 30 million square
meters, which is 2.5 times the amount of low-income houses initiated in 2010. This will generate a stable demand for steel construction
within the Shaanxi Province.
In January 2011, the
Shaanxi provincial government announced that it will invest approximately $12.2 billion (RMB 80 billion) in the construction of
hydro projects, which is three times the amount invested during the 11th Five Year National Economic and Social Development Plan.
In addition to hydro projects, according to the central government, 5,000 kilometers of high-speed railway will be built in 2011,
with 16,000 total kilometers to be built by 2020.
In May 2011, the
central government passed the Cheng-Yu Economic Zone Plan focusing on Chongqing City and Sichuan Province, covering 206,000 square
kilometers, to further accelerate the development of the Western region of China. We anticipate that in the near future,
the demand for our products will increase in those areas, and we expect that our expanded production capacity will be able to successfully
meet the increase in demand. Furthermore, we have a sales office located in Chengdu to help facilitate such increased demand.
In February 2012,
the government approved the Western Development 12th Five Year Plan, which continues the efforts to develop the Western regions.
The Plan is centered on the infrastructure and construction, highlighted by the development of economic zones, construction of
roads/railway and hydro project, which drive the local demand for steel products.
We anticipate strong
demand for our products driven by these and many other construction and infrastructure projects. We believe there will be sustained
regional demand for several years as both the central and provincial governments continue to drive Western region development efforts.
At Baotou Steel Pipe
Joint Venture, energy sector growth, which spurs the need to transport oil, natural gas and steam, drives demand for spiral-weld
steel pipe. Presently, demand is fueled by smaller pipeline projects and municipal energy infrastructure projects within the Inner
Mongolia Autonomous Region.
At Maoming Hengda,
infrastructure growth and business development in Maoming city, the surrounding Guangxi cities and the Western region of Guangdong
Province, drive demand for our construction steel products. As a third tier city, the industrialization and urbanization of Maoming
city is one of the focuses of economic development in the west Guangdong Province.
Supply of Raw Materials
The primary raw materials
we use for steel production are iron ore, coke, hot-rolled steel coil and steel billets. Baotou Steel Pipe Joint Venture
uses hot-rolled steel coil as its main raw material. Longmen Joint Venture uses iron ore and coke as its main raw materials.
Maoming Hengda uses steel billets as its main raw material. Iron ore and coke are the main raw material used to produce hot-rolled
steel coil and steel billets. As a result, the prices of iron ore and coke are the primary raw material cost drivers for our products.
Iron Ore
Longmen Joint Venture
has 7 million tons of annual crude steel production capacity. At Longmen Joint Venture, approximately 85% of production costs are
associated with raw materials, with iron ore being the largest component.
According to the China
Iron and Steel Association, approximately 60% of the China domestic steel industry demand for iron ore must be filled by imports.
At Longmen Joint Venture, we purchase iron ore from four primary sources: Mulonggou mine (owned by Longmen Joint Venture), Daxigou
mine (owned by Long Steel Group, our partner in Longmen Joint Venture), surrounding local mines and mines located abroad. According
to the terms of Longmen Joint Venture’s Agreement with the Long Steel Group, we have a first right of refusal for sales from
the Daxigou mine and for its development. We presently purchase all of the products from this mine.
Coke
Coke, produced from
metallurgical coal (also known as coking coal), is our second most consumed raw material, after iron ore. It requires approximately
550kg to 600kg of coke to make one metric ton of crude steel.
Under the terms of
the Unified Management Agreement, our partner, Shaanxi Coal has committed to providing coke and coal to us at a cost not higher
than the market price.
Our Longmen Joint Venture
facility is located in the center of China’s coal belt. We source all coke used at Longmen Joint Venture from the town in
which Longmen Joint Venture is located. This ensures a dependable, local supply and minimum transportation costs.
The sources and/or our top five major suppliers
of our raw materials for the three months ended March 31, 2013 are as follows:
Name of Major Supplier
|
|
Raw Material
Purchased
|
|
% of Total Raw
Material
Purchased
|
|
|
Relationship with
Company
|
Shaanxi Haiyan Coal Chemical Industry Co., Ltd.
|
|
Coke
|
|
|
9.6
|
%
|
|
Related Party
|
Longgang Group Import & Export Co., Ltd.
|
|
Iron Ore
|
|
|
7.6
|
%
|
|
Related Party
|
Shaanxi Longmen Coal Chemical Industry Co., Ltd
|
|
Coke
|
|
|
7.0
|
%
|
|
Third Party
|
Long Steel Group
|
|
Iron Ore
|
|
|
4.9
|
%
|
|
Related Party
|
China Railroad Logistics Xi'an Co., Ltd.
|
|
Iron Ore
|
|
|
3.5
|
%
|
|
Third Party
|
|
|
Total
|
|
|
32.6
|
%
|
|
|
Industry Environment
Despite demand growth
experienced during 2010 through 2012, recent developments in the Chinese economy, including a projected downgrade in the national
GDP in the coming years, the tightening of the monetary policy in China by Chinese policy makers on June 20, 2013 by increasing
short-term borrowing rates, and the removal of the floor rate charged to customers by the Chinese central bank, may put more financial
pressure on the real estate development and construction industries and, by extension, affect product demand in the Chinese steel
industry.
At the same time, the
overall nationwide steelmaking capacity still exceeds steel demand in China. There is a significant over-capacity in the Chinese
steel industry which is putting pressure on operators’ profitability. This became the most significant challenge in the steel
manufacturing business. For the first quarter of 2013, China crude steel capacity increased by 9.1% to 191.9 million tons from
the same period last year, while the consumption of crude steel increased by 8.05% to 180.1 million tons from the same period last
year, according to the China Iron & Steel Association.
For steelmakers, operating
performance depends on the volatility of the cost of raw materials. The shortage of these raw materials in the market has allowed
suppliers of iron ore and metallurgical coal to rebuild the pricing mechanisms through the shift from annual to shorter-term price
contracts. This has created numerous challenges for steelmakers as they must now deal with volatility in raw material prices, as
well as maintain margins with fluctuating demand. Over the past two years, we have witnessed
perseverance
in steel prices that has given iron ore producers an opportunity to increase the prices in the next contract; however the
reverse may not be true as steel companies cannot always pass on the rise in iron ore prices to consumers due to the market overcapacity
and fragmentation.
On July 12, 2010, the
Ministry of Industry & Information Technology Commission enacted the Steel Industry Admittance and Operation Qualifications
standards. The new standards specify requirements for all aspects of steel production in China, which include: size of blast furnaces,
size of converters, emission of waste water, dust per ton from steel production, quantity of coal used for each process in
steel production and output capacity. According to the new standards, blast furnaces under 450 cubic meters are targeted
to be eliminated. These standards once again confirmed the central government’s determination to push forward the consolidation
of this fragmented industry. While the operational conditions become more stringent, more small and medium sized companies
will likely to aggressively look for valued partners which could lead to opportunities for high quality acquisitions for us.
We believe the above government policy will strengthen our position as an industry consolidator by creating quantitative qualified
potential acquisition targets.
The Chinese central
government has had a long-stated goal to consolidate 70% of domestic steel production among the top ten producers by 2020. Currently,
there are approximately over 500 crude steel producers throughout China, and the top ten producers account for approximately 48%
of total national output. In December 2011, the central government published an industry target to eliminate 96 million tons of
inefficient iron and steel capacity during the 12th five-year plan. The central government had successfully reduced obsolete iron
production capacities by 31.9 million tons in 2011. In April 2012, the central government announced its goal of reducing obsolete
iron and steel capacities of 17.8 million tons in 2012, and in April 2013, the central government published the industry target
of eliminating 10.4 million tons of obsolete iron and steel capacities in 2013.
Results of Operations for the Three Months Ended March 31,
2013
Sales
Three months ended March 31, 2013 compared with three
months ended March 31, 2012
The following table sets forth sales and volume in metric tons.
|
|
Three months ended
|
|
|
|
|
|
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Change
|
|
|
Change
|
|
in thousands, except metric tons
|
|
Volume
|
|
|
Sales
|
|
|
%
|
|
|
Volume
|
|
|
Sales
|
|
|
%
|
|
|
Volume %
|
|
|
Sales %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Longmen Joint Venture
|
|
|
1,255,123
|
|
|
$
|
646,748
|
|
|
|
99.3
|
%
|
|
1,092,615
|
|
|
$
|
643,275
|
|
|
|
99.3
|
%
|
|
|
14.9
|
%
|
|
|
0.5
|
%
|
Others
|
|
|
49,300
|
|
|
|
4,543
|
|
|
|
0.7
|
%
|
|
82,685
|
|
|
|
4,766
|
|
|
|
0.7
|
%
|
|
|
(40.4)
|
%
|
|
|
(4.7)
|
%
|
Total Sales
|
|
|
1,304,423
|
|
|
$
|
651,291
|
|
|
|
100.0
|
%
|
|
1,175,300
|
|
|
$
|
648,041
|
|
|
|
100.0
|
%
|
|
|
11.0
|
%
|
|
|
0.5
|
%
|
Total sales for the
three months ended March 31, 2013 increased by 0.5% to $651.3 million from $648.0 million for the same period in 2012. The increase
in sales compared to the same period in 2012 was predominantly due to the combined effects of increased sales volume and decreased
average selling price. Longmen Joint Venture comprised approximately 99.3% and 99.3% of total sales for the first quarter
of 2013 and 2012, respectively. Sales volume of rebar increased by 14.9% to 1.3 million metric tons, compared to 1.1 million metric
tons in the same period in 2012. The average selling price of rebar decreased by 12.5% to approximately $515.3 per ton in
the first quarter of 2013 compared to approximately $588.7 per ton in the same period of 2012.
Our product demands
and prices had been rising in the first three quarters of 2011 until the end of the first quarter of 2012. In the fourth quarter
of 2011, as a result of the China and global steel industry over-capacity, Chinese economic control polices and the financial crisis,
commodity prices abruptly plummeted in the fourth quarter of 2011. With weakened demand, market forces kicked-in and the price
of steel dropped substantially. As such, our sales prices have dropped since the fourth quarter of 2011, evidencing a continued
decline. The over-capacity issue continued to be impacting our results during the first quarter of 2013 and the Chinese economy
remained weak which had an indirect impact of affecting our industry and the selling price of our products continued to decrease
during the period in comparison to the same period of 2012. However, our sales volume of rebar in Longmen Joint Venture increased
by 14.9% to 1.3 million metric tons from 1.1 million metric tons. The increase in sales volume was mainly due to our slightly lowering
the selling price of rebar to extend our market share in the Northwest region.
Our five major
customers were distributors and collectively represented approximately 20.4% of our total sales for the three months ended
March 31, 2013 as compared to 45.0% of our total sales for the three months ended March 31, 2012. The decrease in the
concentration of our five major customers in the first quarter of 2013 as compared to the same period in 2012 was mainly due
to the decrease in sales to Long Steel Group and its surrounding Southwest region and shifts in
market demands being concentrated in the Northwest region. These five customers included related parties and
major distributors owned by the central government. As we are the largest supplier in Shaanxi Province, we maintain a
good relationship with these five customers to stabilize our sales channel.
Cost of Goods Sold
Three months ended March 31, 2013 compared with three
months ended March 31, 2012
|
|
Three months ended
|
|
|
|
|
|
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Change
|
|
|
Change
|
|
in thousands, except metric tons
|
|
Volume
|
|
|
Cost of
Goods Sold
|
|
|
%
|
|
|
Volume
|
|
|
Cost of
Goods Sold
|
|
|
%
|
|
|
Volume %
|
|
|
Cost of
Goods Sold
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Longmen Joint Venture
|
|
|
1,255,123
|
|
|
$
|
642,381
|
|
|
|
99.3
|
%
|
|
1,092,615
|
|
|
$
|
637,177
|
|
|
|
99.2
|
%
|
|
|
14.9
|
%
|
|
|
0.8
|
%
|
Others
|
|
|
49,300
|
|
|
|
4,843
|
|
|
|
0.7
|
%
|
|
82,685
|
|
|
|
5,234
|
|
|
|
0.8
|
%
|
|
|
(40.4)
|
%
|
|
|
(7.5)
|
%
|
Total Cost of Goods Sold
|
|
|
1,304,423
|
|
|
$
|
647,224
|
|
|
|
100.0
|
%
|
|
1,175,300
|
|
|
$
|
642,411
|
|
|
|
100.0
|
%
|
|
|
11.0
|
%
|
|
|
0.7
|
%
|
Our primary cost of
goods sold is the cost of raw materials such as iron ore, coke, alloy and scrap steel. The costs of iron ore and coke account for
approximately 67.4% of our total cost of sales. The cost of goods sold increased by 0.7% to $647.2 million in the first quarter
of 2013 from $642.4 million in the same period of 2011. The increase was mainly driven by the increasing sales volume and decreased
unit costs of raw materials as a result of the decline in iron ore and coke purchase prices of approximately 8.3% and approximately
24.7%, respectively, for the three months ended March 31, 2013 as compared to the same period in 2012. As such, the average costs
of rebar manufactured decreased 12.2% to approximately $511.8 per ton in the first quarter of 2013 from approximately $583.2 per
ton in the same period of 2012.
Gross Profit
Three months ended March 31, 2013 compared with three
months ended March 31, 2012
|
|
Three months ended
|
|
|
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Change
|
|
in thousands, except metric tons
|
|
Volume
|
|
|
Gross Profit
(Loss)
|
|
|
Margin
%
|
|
Volume
|
|
|
Gross Profit
(Loss)
|
|
|
Margin
%
|
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Longmen Joint Venture
|
|
|
1,255,123
|
|
|
$
|
4,367
|
|
|
|
0.7
|
%
|
|
|
1,092,615
|
|
|
$
|
6,098
|
|
|
|
0.9
|
%
|
|
|
(28.4)
|
%
|
Others
|
|
|
49,300
|
|
|
|
(300)
|
|
|
|
(6.6)
|
%
|
|
|
82,685
|
|
|
|
(468)
|
|
|
|
(9.8)
|
%
|
|
|
(35.9)
|
%
|
Total Gross Profit
|
|
|
1,304,423
|
|
|
$
|
4,067
|
|
|
|
0.6
|
%
|
|
|
1,175,300
|
|
|
$
|
5,630
|
|
|
|
0.9
|
%
|
|
|
(27.8)
|
%
|
Gross profit for
the first quarter in 2013 was $4.1 million, or 0.6% of total sales, as compared to a gross profit of $5.6 million, or 0.9%
of total sales in the same period in 2012. The decrease in gross margin percentage was mainly attributable to the percentage
decrease of average rebar selling price of 12.5% being slightly higher than the percentage decrease of costs of rebar
manufactured of 12.2% for the first quarter in 2013 as compared to the same period in 2012.
Selling, General and Administrative Expenses (“SG&A”)
Three months ended March 31, 2013 compared with three
months ended March 31, 2012
(in thousands)
|
|
Three months ended
|
|
|
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Change %
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
(18,955
|
)
|
|
$
|
(18,629
|
)
|
|
|
1.7
|
%
|
SG&A expenses as a percentage of total revenue
|
|
|
(2.9)
|
%
|
|
|
(2.9)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A expenses, such
as travel expenses and transportation fees, entertainment, employee benefit, training, and travel expenses increased by 1.7% to
$19.0 million for the three months ended March 31, 2013, compared to $18.6 million for the same period in 2012.
Selling expenses decreased
by 9.6% to $8.1 million for three months ended March 31, 2013 as compared to $8.9 million in the same period of 2012. The decrease
was mainly due to a special fund related to the sales of our products which was no longer imposed by the PRC tax authorities in
2013 while $1.3 million of the special fund was imposed in the first quarter of 2012.
In addition, general
and administrative (“G&A”) expenses were approximately $10.9 million and $9.7 million for three months ended March
31, 2013 and 2012, respectively. The 12.2% increase was mainly due to the rise in executive compensation, salaries and wages, legal
and accounting and facility maintenance expenses.
Change in Fair Value of Profit Sharing Liability
Three months ended March 31, 2013 compared with three
months ended March 31, 2012
(in thousands)
|
|
Three months ended
|
|
|
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Change %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of profit sharing liability
|
|
$
|
51,892
|
|
|
$
|
-
|
|
|
|
100.0
|
%
|
We have considered
the recent changes in China’s economic situation, which includes a new estimation and downgrade of 2014 GDP by the
major investment bankers in June 2013, and a steel industry outlook reports issued for 2014. Also, there has been a
tightening of the monetary policy by the Chinese policy makers on June 20, 2013 by increasing the short-term borrowing rates
of approximately 1% in China, and removal of the floor rate charged to customers by the Chinese central bank. As a result, we
have re-evaluated our projected operating profit (loss) taking into consideration the recent macroeconomic events in China
and the region, as well as our expected second quarter and year to date operating results, and we have foreseen a downtrend.
As such, the fair value of our profit sharing liability has been reduced as compared to our previous estimates and we have
recognized a gain of $51.9 million in our income from operations.
Income (Loss) from Operations
Three months ended March 31, 2013 compared with three
months ended March 31, 2012
(in thousands)
|
|
Three months ended
|
|
|
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Change %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
$
|
37,004
|
|
|
$
|
(12,999)
|
|
|
|
(384.7)
|
%
|
Income from operations
for the three months ended March 31, 2013 was $37.0 million as compared to $13.0 million loss from operations for the same period
in 2012. The increase in income from operations was predominantly due to the gain from change in fair value of profit sharing liability.
Other Income (Expense)
Three months ended March 31, 2013 compared with three
months ended March 31, 2012
(in thousands)
|
|
Three months ended
|
|
|
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Change %
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
2,439
|
|
|
$
|
5,556
|
|
|
|
(56.1)
|
%
|
Finance/interest expense
|
|
|
(19,762
|
)
|
|
|
(37,527
|
)
|
|
|
(47.3
|
)%
|
Financing cost on capital lease
|
|
|
(10,208
|
)
|
|
|
(10,839
|
)
|
|
|
(5.8)
|
%
|
Change in fair value of derivative liabilities
|
|
|
1
|
|
|
|
(13
|
)
|
|
|
(107.7
|
)%
|
Gain on disposal of equipment
|
|
|
331
|
|
|
|
(119
|
)
|
|
|
(378.2
|
)%
|
Income from equity investment
|
|
|
(42
|
)
|
|
|
(43
|
)
|
|
|
(2.3
|
)%
|
Foreign currency transaction gain (loss)
|
|
|
28
|
|
|
|
385
|
|
|
|
(92.7
|
)%
|
Lease income
|
|
|
532
|
|
|
|
530
|
|
|
|
0.4
|
%
|
Other non-operating income (expense), net
|
|
|
268
|
|
|
|
(143
|
)
|
|
|
(287.4
|
)%
|
Total other expense, net
|
|
$
|
(26,413
|
)
|
|
$
|
(42,213
|
)
|
|
|
(37.4
|
)%
|
Total other expense,
net, for the three months ended March 31, 2013 was $26.4 million, a 37.4% decrease compared to $42.2 million for the same period
in 2012. The decrease was mainly a result of a decrease of interest income on loan receivables of $3.1 million offset by a $17.8
million decrease in finance/interest expenses. The decrease in finance/interest expenses was mainly a result of positive operating
cash flows allowing us to reduce the amount of bank notes receivable redeemed early and the amount borrowed from banks and third
parties in the first quarter of 2013 as compared to the same period in 2012. As a result, notes receivable early redemption expenses
for the three months ended March 31, 2013 amounted to $10.8 million, a $10.1 million or 48.3% decrease from $20.9 for the same
period in 2012, and interest expense on loan borrowings for the three months ended March 31, 2013 amounted to $9.0 million, a $7.6
million or 45.8% decrease from $16.6 million for the same period in 2012.
Income Taxes
For the three months
ended March 31, 2013 and 2012, we had a total tax provision of $0.1 million and $0.5 million, respectively. For the three months
ended March 31, 2013 and 2012, we had current income tax provisions for our profitable subsidiaries, amounting to $0.1 million
and $0.4 million, respectively. For the three months ended March 31, 2012, we evaluated the deferred tax assets of Longmen Joint
Venture and Baotou Steel Pipe Joint Venture and concluded the net operating loss may not be fully realizable and to provide 100%
valuation allowance for the deferred tax assets. No deferred income tax provision was recorded for the three months ended March
31, 2013 as the deferred tax assets had been fully reserved.
For the three months
ended March 31, 2013 and 2012, we had effective tax rates of 0.7% and (1.0%), respectively. The negative effective tax rates for
the three months ended March 31, 2012 were mainly due to a consolidated loss before income tax while we needed to accrue tax provision
for our profitable subsidiaries.
Net Income (Loss)
Three months ended March 31, 2013 compared with three
months ended March 31, 2012
(in thousands)
|
|
Three months ended
|
|
|
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Change %
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
10,520
|
|
|
$
|
(55,748)
|
|
|
|
(118.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) attributable to General Steel Holdings,
Inc.
Three months ended March 31, 2013 compared with three months
ended March 31, 2012
(in thousands)
|
|
Three months ended
|
|
|
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Change %
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
10,520
|
|
|
$
|
(55,748)
|
|
|
|
(118.9
|
)%
|
Less:
Net income (loss) attributable to the noncontrolling interest
|
|
|
7,417
|
|
|
|
(20,964)
|
|
|
|
(135.4
|
)%
|
Net income (loss) attributable to General Steel Holdings, Inc.
|
|
$
|
3,103
|
|
|
$
|
(34,784)
|
|
|
|
(108.9
|
)%
|
Net income (loss) attributable
to us for the three months ended March 31, 2013 increased to $3.1 million income compared to $(34.8) million loss for the same
period in 2012. The increase in net income attributable to us for the three months ended March 31, 2013 was mainly a result of
$51.9 million gain from change in fair value of profit sharing liability and a decrease in finance/interest expense of $18.4 million.
We have subsidiaries
in which we do not have a 100% ownership interest. Allocation of income or loss to these non-controlling interests is based on
the percentage of their equity investment times the subsidiaries’ net income or loss.
Liquidity and capital resources
As of March 31, 2013,
our current liabilities exceeded the current assets by approximately $909.6 million. Given our expected capital expenditure in
the foreseeable future, we have comprehensively considered our available sources of funds as follows:
|
·
|
Financial support and credit guarantee from related parties; and
|
|
·
|
Other available sources of financing
from domestic banks and other financial institutions given our credit history.
|
Based on the above
considerations, our Board of Directors is of the opinion that we have sufficient funds to meet our working capital requirements
and debt obligations as they become due. As a result, our unaudited condensed consolidated financial statements for the period
ended March 31, 2013 have been prepared on a going concern basis.
As of March 31, 2013, we had cash and restricted
cash aggregating $336.0 million, of which $270.2 million was restricted.
We believe our cash
flows generated from operations and financing, which include customer prepayments and vendor financing, existing cash balances,
and credit facilities will be adequate to finance our working capital requirements, fund capital expenditures, make required debt
and interest payments, pay taxes, and support our operating strategies.
The steel business is
capital intensive and we utilize leverage greater than our industry peers, which we believe enables us to generate revenue
compared to our shareholder equity at a rate higher than our industry peers. We utilize leverage in the form of credit from banks,
vendor financing and customer deposits and from other sources. This blended form of financing reduces our reliance on any single
source.
Substantially all our
operations are conducted in China and all of our revenues are denominated in Renminbi (RMB). RMB is subject to the exchange control
regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to People’s
Republic of China (“PRC”) exchange control regulations that restrict its ability to convert RMB into U.S. Dollars.
Under applicable PRC
regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined
in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to
set aside at least 10.0% of its after-tax profit based on PRC accounting standards each year to its general reserves until the
accumulative amount of such reserves reaches 50.0% of its registered capital. These reserves are not distributable as cash dividends.
The board of directors of a foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff
welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation. Under PRC law, RMB is
currently convertible into U.S. Dollars under a company’s “current account,” which includes dividends, trade
and service-related foreign exchange transactions, without prior approval of the State Administration of Foreign Exchange (SAFE),
but is not from a company’s “capital account,” which includes foreign direct investments and loans, without the
prior approval of the SAFE.
As of March 31, 2013, the amount of our restricted
net assets was $2.0 million.
We have previously raised
money in the U.S. capital markets which provides the capital needed for our operation and for General Steel Investment Co, Ltd.
(“General Steel Investment”). Thus the foreign currency restrictions and regulations in the PRC on the dividends distribution
will not have a material impact on the liquidity, financial condition and results of operation of our Company and General Steel
Investment.
Although the steel industry
is slowing down due to over-capacity issues in China, in order for us to stay competitive, we continue to look for opportunities
to improve the efficiency on our production lines. In addition to the 1,200,000 metric ton capacity rebar production renovation
of an existing 800,000 metric ton capacity rebar production line that we brought online in November 2010, in July 2011, we also
brought online a 1,000,000 metric ton capacity high speed wire production line. These two newly installed production lines were
both relocated from the Maoming Hengda (as defined below) facility and are expected to consume less energy when running at maximum
efficiencies compared to our previous production line. In September 2012 and March 2013, we began the construction of a 900,000
metric ton capacity rebar production line and a 1,200,000 metric ton capacity rebar production line for the purpose of reducing
our reprocessing cost and to increase our profit margin. These 2,100,000 metric ton capacity rebar production lines require additional
capital resources of approximately $78.1 million and are estimated to be completed between August and October 2013.
Our management presently
anticipates that our access to credit (bank loans, vendor financing, related parties financing and guarantees, and sales financing)
and cash flow from operations will provide sufficient capital resources to pursue and complete the construction of the 2,100,000
metric ton capacity rebar production lines. We intend to utilize existing cash, cash flow from operations and bank loans and credit
to complete the 900,000 metric ton capacity rebar production line. Any future facility expansion will require additional financing
and/or equity capital and will be dependent upon the availability of financing arrangements and capital at the time.
Short-term Notes Payable
As of March 31, 2013,
we had $785.5 million in short-term notes payable liabilities, which were secured by restricted cash of $269.4 million and restricted
notes receivable of $248.4 million and other assets. These are lines of credit extended by banks for a maximum of six months
and are used to finance working capital. The short-term notes payable must be paid in full at maturity and credit availability
is continued upon payment at maturity. There are no additional significant financial covenants. We pay zero interest on this type
of credit as this is a monetary tool used by China’s central bank to control liquidity over the Chinese monetary system.
Short-term Loans – Banks
As of March 31, 2013,
we had $117.1 million in short-term bank loans. These were bank loans with a one year maturity and must be paid in full upon maturity.
PRC banks have not been impacted as heavily by the financial crisis as U.S. banks and we believe our current creditors will renew
their loans to us after our loans mature as they did in the past.
We are able to repay our short-term notes
payables and short term bank loans upon maturity using available capital resources.
For more details about our debt, see Note
9 in our Notes to the unaudited condensed consolidated financial statements included in this report.
For more details about our related party
debt financing, see Note 20 in our Notes to the unaudited condensed consolidated financial statements included in this report.
As part of our working
capital management, Longmen Joint Venture has entered into a number of sale and purchase back contracts (“Contracts”)
with third party companies and two 100% owned subsidiaries of Longmen Joint Venture, named Yuxin Trading Co., Ltd. (“Yuxin”)
and Yuteng Trading Co., Ltd. (“Yuteng”). Pursuant to the Contracts, Longmen Joint Venture sells rebar to the third
party companies at a certain price, and within the same month, Yuxin and Yuteng will purchase back the rebar from the third party
companies at a price between 5.0% to 5.9% higher than the original selling price from Longmen Joint Venture. Based on the Contract
terms, Longmen Joint Venture is paid in advance for the rebar sold to the third party companies and Yuxin and Yuteng are given
a credit period of several months to one year for the purchase back of the inventory from the third party companies. There is no
physical movement of the inventory during the sale and purchase back arrangement. The margin between 5.0% to 5.9% is determined
by reference to the bank loan interest rates at the time when the Contracts are entered into, plus an estimated premium based on
the financing sale amount, which represents the interest charged by the third party companies for financing Longmen Joint Venture
through the above sale and purchase back arrangement. As such, the revenue and cost of goods sold arising from the above transactions
are recorded on a net basis and the incremental amounts paid by Yuxin and Yuteng to purchase back the goods are treated as financing
costs in the consolidated financial statements.
Total financing sales
for the three months ended March 31, 2013 and 2012 amounted to $165.2 million and $144.2 million, respectively, which were eliminated
in our consolidated financial statements. The financial cost related to financing sales for the three months ended March 31, 2013
and 2012 amounted to $1.6 million and $1.2 million, respectively.
Liquidity
Our accounts have been
prepared in accordance with U.S. GAAP on a going concern basis. The going concern basis assumes that assets are realized and liabilities
are extinguished in the ordinary course of business at amounts disclosed in the financial statements. Our ability to continue as
a going concern depends upon aligning our sources of funding (debt and equity) with our expenditure requirements and repayment
of the short-term debt facilities as and when they fall due.
The steel business
is capital intensive and as a normal industry practice in PRC, we are highly leveraged. Debt financing in the form of short term
bank loans, loans from related parties, financing sales, bank acceptance notes, and capital leases have been utilized to finance
the working capital requirements and the capital expenditures of our Company. As a result, our debt to equity ratio as of March
31, 2013 and December 31, 2012 were (6.7) and (7.1), respectively. As of March 31, 2013, our current liabilities exceed current
assets (excluding non-cash item) by $907.4 million. As of August 31, 2013, our estimated current liabilities may exceed current
assets (excluding non-cash item) by $954.9 million.
Longmen Joint Venture,
as our most important operating subsidiary, accounted for majority of our total sales. As such, the majority of our working capital
needs to come from Longmen Joint Venture. Our ability to continue as a going concern depends heavily on Longmen Joint Venture’s
operations. Longmen Joint Venture has obtained different types of financial supports, which include line of credit from banks,
vendor financing, financing sales, other financing and sales representative financing.
With the financial
support from the banks and the companies above, management is of the opinion that we have sufficient funds to meet our future operations,
working capital requirements and debt obligations until the end of August 31, 2014. The detailed breakdown of Longmen Joint Venture’s
estimated cash flows items are listed below.
|
|
Cash inflow (outflow)
(in millions)
|
|
|
|
For the twelve months ended
August 31, 2014
|
|
Estimated current liabilities over current assets (excluding non-cash items) as of August 31, 2013 (unaudited)
|
|
$
|
(954.9
|
)
|
Projected cash financing and outflows:
|
|
|
|
|
Cash provided by line of credit from banks
|
|
|
124.7
|
|
Cash provided by vendor financing
|
|
|
729.0
|
|
Cash provided by financing sales
|
|
|
81.0
|
|
Cash provided by other financing
|
|
|
44.6
|
|
Cash provided by sales representatives
|
|
|
32.6
|
|
Cash projected to be used in operations in the twelve months ended August 31, 2014
|
|
|
(31.9
|
)
|
Net projected change in cash for the twelve months ended August 31, 2014
|
|
$
|
25.1
|
|
As a result, the unaudited
condensed consolidated financial statements for the three month period ended March 31, 2013 have been prepared on a going concern
basis.
Cash-flow
Operating Activities
Net cash provided by
operating activities for the three months ended March 31, 2013 was $3.9 million as compared to net cash used in operating activities
of $167.0 million in the same period of 2012. This change was mainly due to the combination of the following factors:
|
·
|
The impact of some non-cash items included in net income (loss) of $20.9 million, compared to $(31.3) million in the same period in 2012. The non-cash items include the following:
|
|
-
|
Depreciation, amortization and depletion;
|
|
-
|
change in fair value of derivative liabilities;
|
|
-
|
(Gain) loss on disposal of equipment;
|
|
-
|
provision for doubtful accounts;
|
|
-
|
reservation of mine maintenance fee;
|
|
-
|
stock issued for service and compensation;
|
|
-
|
amortization of deferred financing cost on capital lease;
|
|
-
|
loss from equity investments;
|
|
-
|
foreign currency transaction gain;
|
|
-
|
deferred tax assets;
|
|
-
|
deferred lease income; and
|
|
-
|
change in fair value of profit sharing liability.
|
|
·
|
The primary reasons for the material fluctuations in cash inflow were as follows:
|
|
-
|
Notes
receivable: The decrease of notes receivable was mainly due to the collection of notes receivable when they became due during
the three months ended March 31, 2013;
|
|
-
|
Advances
on inventory purchases: The decrease was mainly due to Longmen Joint Venture making fewer advance payments to third party suppliers
for raw material purchases during the three months ended March 31, 2013; and
|
|
-
|
Accounts payable, including related parties: The increase
in accounts payable was mainly due to Longmen Joint Venture making more purchases during the three months ended March 31, 2013
as compared to the same period in 2012. The increase in accounts payable – related parties was mainly due to Longmen Joint
Venture paid less to its suppliers during the first quarter of 2013. Pursuant to the supplier financing agreements signed between
Longmen Joint Venture and its suppliers, those suppliers agreed not to demand certain cash payment for a certain period.
|
|
·
|
The primary reasons for material fluctuations in cash outflow were as follows:
|
|
|
|
|
|
|
-
|
Accounts receivable: The increase in the first three months of 2013 was mainly due to increase in sales to third parties;
|
|
-
|
Inventory: The increase in inventories
in the first three months of 2013 was mainly due to the increase in finished goods inventories as compared to the stocking
level as of December 31, 2012. The sales volume for the first three months of the year was lower compared to the rest of the
year due to Chinese holidays in February 2013. In addition, as the cost of raw materials continues to drop slightly during
the first three months of 2013, we continued to stock up our raw materials by keeping them at a minimal level to
meet our production needs;
|
|
-
|
Advance on inventory purchases – related parties: The increase was mainly due to more advance payments were made to related parties for raw material purchases to meet future production capacity. Advance payment is a prevailing requirement on iron ore purchases in the steel production industry; and
|
|
-
|
Customer
deposits, including related parties: The decrease was mainly due to the China and global steel industry over-capacity which
led to lower demands of our products from our customers, as such, we received fewer advanced payments made by our
customers.
|
|
|
|
Investing activities
Net
cash provided by investing activities was $30.9 million for the three months ended March 31, 2013 compared
to net cash used in investing activities of $133.1 million for the three months ended March 31, 2012. Fluctuation in
cash outflow between the two periods was mainly due to the decrease of restricted cash. Restricted cash was used as a
pledge for our notes payable as required by the bank. In the first three months of 2013, such balance decreased because we
needed fewer notes payable to settle with our suppliers. In addition, the decrease in cash used was also due to $65.4
million loans to related parties being given in the first three months of 2012 while no additional loans were granted to
related parties in the same period in 2013.
Financing activities
Net cash used
in financing activities was $15.7 million for the three months ended March 31, 2013 compared to net cash provided by financing
activities of $264.2 million for the three months ended March 31, 2012. Compared to the same period in 2012, the decrease of cash
inflow from financing activities was mainly driven by the following:
|
·
|
Restricted notes receivable: The decrease
of restricted notes receivable was mainly due to positive operating cash flows in the first quarter of 2013 allowing us to decrease
borrowings on notes payable and bank loans, for which the notes were restricted, as of March 31, 2013; and
|
|
·
|
Short term loans – related parties:
We borrowed more from related parties for the three months ended March 31, 2013 as compared to the same period in 2012.
|
The cash inflow was offset by the following cash outflow:
|
|
|
|
·
|
Short term notes
payable: We repaid more notes payable to banks for the three months ended March 31, 2013 as they became due compared to the
same period in 2012 and borrowed fewer notes payable from the banks during the quarter as we generated positive operating
cash flows in the first quarter of 2013 allowing us to decrease borrowings on notes payable; and
|
|
·
|
Short term
loans: We repaid more money to banks and other parties for the three months ended March 31, 2013 as they became due compared
to the same period in 2012 and borrowed fewer short term loans from the banks and other parties during the quarter as we
generated positive operating cash flows in the first quarter of 2013 allowing us to decrease borrowings on short term
loans.
|
There are no restrictions
to distribute or transfer other funds from General Steel Investment to us.
We have never declared
or paid any cash dividends to our shareholders. If there are any declaration and payment of dividends, this, as well as the amount
of dividends declared and paid will be subject to our By-Laws, charter and applicable Chinese and U.S. state and federal laws,
including the approval from the shareholders of each subsidiary which intends to declare such dividends, if applicable.
Impact
of Inflation
We are subject to commodity
price risks arising from price fluctuations in the market prices of the raw materials. We have generally been able to pass on cost
increases through price adjustments. However, the ability to pass on these increases depends on market conditions influenced by
the overall economic conditions in China. We manage our price risks through productivity improvements and cost-containment measures.
We do not believe that inflation risk is material to our business or our financial position, results of operations or cash flows.
Compliance with Environmental Laws and Regulations
Longmen Joint Venture:
Together with our joint
venture partners Long Steel Group and Shaanxi Steel, we have invested RMB 580 million in a series of comprehensive projects to
reduce our waste emissions of coal gas, water, and solid waste. In 2005, we received ISO 14001 certification for our overall environmental
management system. We have received several awards from the Shaanxi provincial government as a result of our increased effort in
environmental protection.
We have spent in excess
of $9.1 million (RMB 57 million) on a comprehensive waste water recycling and water treatment system. The 2,000 cubic meter/h treatment
capacity systems were implemented at the end of 2005. In 2010, 1.08 metric tons of new water was consumed per metric ton of steel
produced.
We have one 10,000
cubic meter coke-oven gas tank, one 50,000 cubic meter blast furnace coal gas tank and one 80,000 cubic meter converter furnace
coal gas tank to collect the residual coal gas produced from our facility and that of surrounding enterprises. We also have spent
$36.6 million (RMB 230 million) on a thermal power plant with two 25 Kilowatt generators that use the residual coal gas from the
blast furnaces and converters as fuel to generate power.
We have several plants
to further process solid waste generated from the steel making process into useful products such as construction materials, building
blocks, porcelain tiles, curb tops, ornamental tiles, as well as other products.
In 2009, we treated
and recycled about 6.8 million tons of waste water, 335,320 tons of slag, 130 million m³ of gas from the converters and 6.1
billion m³ of gas from the blast furnaces. We also reused 855,714 tons of hot steam and generated 433 million KWH of electricity.
During 2010 and 2012,
more than $9.6 million (RMB 60 million) were used on the technical upgrade and renovation of our converters and $0.88 billion (RMB
5.5 billion) were used on the upgrade of the blast furnaces and sintering machines.
In 2012, we installed
desulfidation equipment for two sintering machines, which started operating in June 2012.
Off-balance Sheet Arrangements
There were no off-balance
sheet arrangements for the period ended March 31, 2013 that have or that, in the opinion of management, are likely to have
a current or future material effect on our financial condition or results of operations.
Contractual Obligations and Commercial Commitments
We have certain fixed
contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions,
changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty
regarding the timing and amounts of payments. Throughout our operating history, we have funded our contractual obligations and
commercial commitments through financing arrangements and operating cash flow, including but not limited to, the operating income,
payments collected from the customers in advance and stock issuances. Below, we have presented a summary of the most significant
contractual obligations and commercial commitments in the tables, in order to assist in the review of this information within the
context of our consolidated financial position, results of operations, and cash flows.
The following tables
summarize our contractual obligations as of March 31, 2013 and the effect these obligations are expected to have on our liquidity
and cash flows in future periods.
|
|
Payment due by period
|
|
|
|
|
|
|
|
|
|
Less than
|
|
|
|
|
|
|
|
|
|
|
Contractual obligations
|
|
Total
|
|
|
1 year
|
|
|
1-3 years
|
|
|
3- 5 years
|
|
|
5 years after
|
|
|
|
(in thousands)
|
|
|
|
|
Note payable
|
|
$
|
785,519
|
|
|
$
|
785,519
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Bank loans
|
|
|
117,124
|
|
|
|
117,124
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other loans, including related parties
|
|
|
252,413
|
|
|
|
252,413
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Deposits due to sales representatives, including related parties
|
|
|
42,256
|
|
|
|
42,256
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Lease obligations
|
|
|
24,022
|
|
|
|
1,430
|
|
|
|
1,944
|
|
|
|
1,108
|
|
|
|
19,540
|
|
Construction obligations - Longmen Joint Venture
|
|
|
78,812
|
|
|
|
78,812
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Long term loan – Shaanxi Steel
|
|
|
93,500
|
|
|
|
59,984
|
|
|
|
33,516
|
|
|
|
-
|
|
|
|
-
|
|
Capital lease obligation
|
|
|
337,075
|
|
|
|
-
|
|
|
|
79,545
|
|
|
|
20,493
|
|
|
|
237,037
|
|
Profit sharing liability
|
|
|
283,831
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
283,831
|
|
Total
|
|
$
|
2,014,552
|
|
|
$
|
1,337,538
|
|
|
$
|
115,005
|
|
|
$
|
21,601
|
|
|
$
|
540,408
|
|
Bank loans in the PRC are due either on demand
or, more typically, within one year. These loans can be renewed with the banks subject to bank’s credit reevaluation. This
amount includes estimated interest payments as well as principal repayment.
As of March 31, 2013, Longmen Joint Venture
guaranteed bank loans for related parties and third parties, including lines of credit, amounting to $266.3 million, as follows:
Nature of guarantee
|
|
Guarantee
amount
|
|
Guaranty Due Date
|
|
|
(In thousands)
|
|
|
Line of credit
|
|
$
|
177,731
|
|
Various from April 2013 to August 2015
|
Bank loans
|
|
|
54,264
|
|
April 2014
|
Confirming storage
|
|
|
29,587
|
|
Various from April 2013 to September 2013
|
Financing by the rights of goods delivery in future
|
|
|
4,708
|
|
April 2013
|
Total
|
|
$
|
266,290
|
|
|
As of March 31, 2013,
we did not accrue any liability for the amount the Group has guaranteed for third and related parties because those parties are
current in their payment obligations and we have not experienced any losses from providing guarantees. We evaluated the debt guarantees
and concluded that the likelihood of having to make payments under the guarantees is remote and that the fair value of the stand-ready
obligation under these commitments is not material.
Critical Accounting Policies
Management’s
discussion and analysis of its financial condition and results of operations are based upon our unaudited condensed consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.
Our unaudited condensed consolidated financial statements reflect the selection and application of accounting policies which require
management to make significant estimates and judgments. See Note 2 to our unaudited Condensed Consolidated Financial Statements
“Summary of Significant Accounting Policies”. Management bases its estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under
different assumptions or conditions.
We believe that the
following reflect the more critical accounting policies that currently affect our financial condition and results of operations.
Principles of consolidation – subsidiaries
The accompanying unaudited
condensed consolidated financial statements include the financial statements of our Company, our subsidiaries, our variable interest
entity (“VIE”) for which our Company is the ultimate primary beneficiary, and the VIE’s subsidiaries.
The unaudited condensed
consolidated financial statements have been prepared on a historical cost basis to reflect the financial position and results of
operations of the Company in accordance with the accounting principles generally accepted in the United States of America (“U.S.
GAAP”).
Subsidiaries are those
entities in which our 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.
A VIE is an entity
in which our Company, or our subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally
associated with, ownership of the entity, and therefore our Company or our subsidiary is the primary beneficiary of the entity.
All significant inter-company
transactions and balances have been eliminated upon consolidation.
Consolidation of VIE
Prior to entering into
the Unified Management Agreement on April 29, 2011, Longmen Joint Venture had been consolidated as our 60% direct owned subsidiary.
Upon entering into the Unified Management Agreement on April 29, 2011, Longmen Joint Venture was evaluated by our Company to determine
if Longmen Joint Venture is a VIE and if we are the primary beneficiary.
Based on the projected
profit in this entity and future operating plans, Longmen Joint Venture’s equity at risk is considered insufficient to finance
its activities and therefore Longmen Joint Venture is considered to be a VIE.
We would be considered
the primary beneficiary of the VIE if we have both of the following characteristics:
|
a.
|
The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and
|
|
b.
|
The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
|
A Supervisory Committee
was formed during the negotiation of the Unified Management Agreement. Given there is both a Supervisory Committee and a board
of directors with respect to Longmen Joint Venture, the powers rights and roles of both bodies were considered to determine which
has the power to direct the activities of Longmen Joint Venture, and by extension, whether we continue to have the power to direct
Longmen Joint Venture’s activities after this Supervisory Committee was formed. The Supervisory Committee, for which we hold
2 out of 4 seats, requires a ¾ majority vote, while the board of directors, which we hold 4 out of 7 seats, requires a simple
majority vote. As the Supervisory Committee’s role is limited to supervising and monitoring management of Longmen Joint Venture
and in the event there is any disagreement between the board of directors and the Supervisory Committee, the board of directors
prevails. In other words, the Supervisory Committee is considered to be subordinate to the board of directors. Thus, the board
of directors of Longmen Joint Venture continues to be the controlling decision-making body with respect to Longmen Joint Venture.
We control 60% of the voting rights of the board of directors, have control over the operations of Longmen Joint Venture and as
such, have the power to direct the activities of the VIE that most significantly impact Longmen Joint Venture ’s economic
performance.
In connection with
the Unified Management Agreement, Shaanxi Coal, Shaanxi Steel and we may provide such support on a discretionary basis in the future,
which could expose us to a loss.
As discussed in Note
1 to Condensed Consolidated Financial Statements - Background, we have the obligation to absorb losses and the rights to receive
benefits based on the profit allocation as stipulated by the Unified Management Agreement. As both conditions are met, we are the
primary beneficiary of Longmen Joint Venture and therefore, continue to consolidate Longmen Joint Venture.
We believe that the
Unified Management Agreement between Longmen Joint Venture and Shaanxi Coal is in compliance with PRC law and is legally enforceable.
The Board of Directors of Longmen Joint Venture continues to be the controlling decision-making body with respect to Longmen Joint
Venture. We control 60% of the voting rights of the board of directors and have control over the operations of Longmen Joint Venture.
As such, we have the power to direct the activities of the VIE. However, uncertainties in the PRC legal system could limit our
ability to enforce the Unified Management Agreement, which in turn, may lead to reconsideration of the VIE assessment.
Longmen Joint Venture
has two 100% owned subsidiaries, Yuxin Trading Co., Ltd. (“Yuxin”) and Yuteng Trading Co., Ltd (“Yuteng”).
In addition, Longmen Joint Venture has two consolidated subsidiaries, Hualong Fire Retardant Material Co., Ltd. (“Hualong”)
and Beijing Huatianyulong International Steel Trading Co., Ltd. (“Huatianyulong”), in which Longmen Joint Venture does
not hold a controlling interest. Hualong and Huatianyulong are separate legal entities which were established in the PRC as limited
liability companies and subsequently acquired by Longmen Joint Venture in June 2007, January 2008 and July 2008, respectively.
Prior to and subsequent to their acquisition by Longmen Joint Venture, these two entities have been operating as self-sustaining
integrated sets of activities and assets conducted and managed for the purpose of providing a return to shareholders consisting
of all the inputs, processes and outputs of a business. However, these two entities do not meet the definition of variable interest
entities. Further consideration was given to whether consolidation was appropriate under the voting interest model, specifically
where the power of control may exist with a lesser percentage of ownership (i.e. less than 50%), for example, by contract, lease,
agreement with other stockholders or by court decree.
Hualong
Longmen Joint Venture,
the single largest shareholder, holds a 36.0% equity interest in Hualong. The other two shareholders, who own 34.67% and 29.33%
respectively, assigned their voting rights to Longmen Joint Venture in writing at the time of the acquisition of Hualong. The voting
rights have been assigned through the date Hualong ceases its business operation or the other two shareholders sell their interest
in Hualong. Hualong’s main business is to supply refractory.
Huatianyulong
Longmen Joint Venture
holds a 50.0% equity interest in Huatianyulong and the other unrelated shareholder holds the remaining 50.0%. The other shareholder
assigned its voting rights to Longmen Joint Venture in writing at the time of acquisition of Huatianyulong. The voting rights have
been assigned through the date Huatianyulong ceases its business operation or the other unrelated shareholder sells its interest
in Huatianyulong. Huatianyulong mainly sells imported iron ore.
We have determined
that it is appropriate for Longmen Joint Venture to consolidate these two entities with appropriate recognition in our financial
statements of the non-controlling interests in each entity, beginning on the acquisition dates as these were also the effective
dates of the agreements with other stockholders granting a majority voting rights in each entity, and thereby, the power of control,
to Longmen Joint Venture.
Revenue recognition
We follow the generally
accepted accounting principles in the United States regarding revenue recognition. Sales were recognized at the date of shipment
to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, we have 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 our
products sold in the PRC are subject to a Chinese VAT at a rate of 13% to 17% of the gross sales price. This VAT may be offset
by VAT paid by us on raw materials and other materials included in the cost of producing the finished product.
Accounts receivable, other receivables and allowance for
doubtful accounts
Accounts receivable
include trade accounts due from customers and other receivables from cash advances to employees, related parties or third parties.
An allowance for doubtful accounts is established and recorded based on managements’ assessment of potential losses based
on the credit history and relationships with the customers. Management reviews its receivable on a regular basis to determine if
the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against
allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.
Useful lives of plant and equipment
Plant and equipment
are 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:
Buildings and Improvements
|
|
10-40 Years
|
|
Machinery
|
|
10-30 Years
|
|
Machinery and equipment under capital lease
|
|
20 Years
|
|
Other equipment
|
|
5 Years
|
|
Transportation Equipment
|
|
5 Years
|
|
We have re-evaluated
the useful lives of depreciation and amortization to determine whether subsequent events and circumstances warrant any revision.
Impairment of long-lived assets
The carrying values
of long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. Based on the existence of one or more indicators of impairment, we measure any impairment of long-lived
assets using the projected discounted cash flow method. The estimation of future cash flows requires significant management judgment
based on our historical results and anticipated results and is subject to many factors.
The discount rate that
is commensurate with the risk inherent in our business model is determined by our management. An impairment charge would be recorded
if we determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured
by the amount by which the carrying values of the assets exceed the fair value of the assets.
Use of estimates
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 unaudited condensed consolidated financial statements and accompanying footnotes. Significant accounting
estimates reflected in our unaudited condensed consolidated financial statements include the useful lives of and impairment for
property, plant and equipment, and potential losses on uncollectible receivables, the recognition of contingent liabilities, the
interest rate used in financing sales, the fair value of the assets recorded under capital lease, the present value of the net
minimum lease payments of the capital lease and the fair value of the profit share liability. Actual results could differ from
these estimates.
Financial instruments
The accounting standard
regarding “Disclosures about fair value of financial instruments” defines financial instruments and requires disclosure
of the fair value of financial instruments held by us. We consider the carrying amount of cash, accounts receivable, other receivables,
accounts 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. For short-term loans and notes payable, we concluded the carrying values are
a reasonable estimate of fair value because of the short period of time between the origination and repayment and their stated
interest rate approximates current rates available.
We also analyze all
financial instruments with features of both liabilities and equity under the accounting standard establishing, “Accounting
for certain financial instruments with characteristics of both liabilities and equity,” the accounting standard regarding
“Accounting for derivative instruments and hedging activities” and “Accounting for derivative financial instruments
indexed to, and potentially settled in, a company’s own stock.” Additionally, we analyze registration rights agreements
associated with any equity instruments issued to determine if penalties triggered for late filing should be accrued under accounting
standard establishing “Accounting for registration payment arrangements.”
Fair value measurements
The accounting standards regarding fair
value of financial instruments and related fair value measurement define fair value, establish a three-level valuation hierarchy
for disclosures of fair value measurement and enhance disclosures 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 December 2007 Warrants
issued in conjunction with the December 2007 Notes and December 2009 Warrants issued in connection with a registered direct offering,
were carried at fair value. The aforementioned warrants and the conversion option embedded in the Notes meet the definition of
a derivative instrument in the accounting standards. Therefore these instruments are accounted for as derivative liabilities and
recorded at their fair value as of each reporting period. As all of the Notes were converted to common stock by the end of 2010,
the derivative instruments include only the outstanding warrants of 3,900,871 and 6,678,649 as of March 31, 2013 and December 31,
2012, respectively. The fair value was determined using the Cox Rubenstein Binomial Model. Because all inputs to the valuation
methodology include quoted prices are observable, fair value is carried as Level 2 inputs, and the change in earnings was recorded.
As a result, the derivative liability is carried on the balance sheet at its fair value.
We determined that
the carrying value of the profit sharing liability using Level 3 inputs by taking consideration of the present value of our projected
profits/losses with the discount interest rate of 7.3% based on our average borrowing rate. The projected profits/losses in Longmen
Joint Venture were based upon, but not limited to, the following assumptions until April 30, 2031:
|
·
|
projected selling units and growth in the steel market
|
|
·
|
projected unit selling price in the steel market
|
|
·
|
projected unit purchase cost in the coal and iron ore markets
|
|
·
|
selling and general and administrative expenses to be in line with the growth in the steel market
|
|
·
|
projected bank borrowings
|
The above assumptions
were reviewed by us at March 31, 2013 and we changed those assumptions as compared to the assumptions used at December 31, 2012
because of the changes in market conditions in PRC. Since the Company had the most updated information from the banks, GDP report
and the operating results from the three and six months ended June 30, 2013, all of the above information indicated the downward
trend in the steel manufacturing industry in the coming years. As a result, we re-measured the fair value of the 40% profit sharing
liability as of the beginning of the period ended March 31, 2013 and recorded a gain on change in fair value of profit sharing
liability of $51.9 million.
If there will be any
slight changes in any of the assumptions that we used, the fair value of the profit sharing liability will be changed accordingly.
If we would reduce the projected bank borrowings rate by 1.0% and other factors remained unchanged, our profit sharing liability
as of the beginning of the period ended March 31, 2013 would have been $315.7 million and we would reduce a gain on the change
in the fair value of profit sharing liabilities by $38.8 million. If we would reduce the projected selling units and growth in
the steel market rate by 1.0% and other factors remained unchanged, our profit sharing liability as of the beginning of the period
ended March 31, 2013 would have been $266.6 million and we would increase a gain on the change in the fair value of profit sharing
liabilities by $10.7 million.
Income Taxes
Income tax
We did not conduct
any business and did not maintain any branch office in the United States during the three months ended March 31, 2013 and 2012.
Therefore, no provision for withholding of U.S. federal or state income taxes has been made. The tax impact from undistributed
earnings from overseas subsidiaries is not recognized as there is no intention for future repatriation of these earnings.
General Steel (China) is located in Tianjin
Costal Economic Development Zone and is subject to an income tax rate of 25%.
Longmen Joint Venture
is located in the Mid-West Region of China. It qualifies for the “Go-West” tax rate of 15% promulgated by the government.
In 2010, the central government announced that the “Go-West” tax initiative was extended for 10 years, and thus, the
preferential tax rate of 15% will be in effect until 2020. This special tax treatment will be evaluated on a year-to-year basis
by the local tax bureau.
Baotou Steel Pipe Joint Venture is located
in Inner Mongolia autonomous region and is subject to an income tax rate of 25%.
Maoming Hengda is located in Guangdong
Province and is subject to an income tax rate of 25%.
Tianwu Joint Venture is located in Tianjin
Coastal Economic Development Zone and is subject to an income tax rate at 25%.
Capital lease obligations
On April 29, 2011,
we, along with Longmen Joint Venture entered into a Unified Management Agreement with Shaanxi Steel and Shaanxi Coal under which
Longmen Joint Venture uses the new iron and steel making facilities including one sintering machine, two converters, two blast
furnaces and other auxiliary systems constructed by Shaanxi Steel. As the 20-year term of the agreement exceeds 75% of the assets’
useful lives, this arrangement is accounted for as a capital lease. The ongoing lease payments are comprised of two elements: (1)
a monthly payment based on Shaanxi Steel’s cost to construct the new iron and steel making facilities of $2.3 million (RMB
14.6 million) to be paid over the term of the Unified Management Agreement of 20 years; and (2) 40% of any remaining pre-tax profits
from the Asset Pool which includes Longmen Joint Venture and the newly constructed iron and steel making facilities. The profit
sharing component does not meet the definition of contingent rent because it is based on future revenue and is therefore considered
part of the minimum lease payment for purposes of determining the value of the leased asset and obligation at the inception of
the lease, however, the lease liability is then reduced by the value of the profit sharing component, which is recognized as a
separate financial liability carried at fair value. See Note 16 – “Profit sharing liability” in the Notes to
Condensed Consolidated Financial Statements.
Profit sharing liability
The profit sharing
liability is recognized initially at its estimated fair value at the lease commencement date and included in the initial measurement
and recognition of the capital lease in addition to the fixed payment component of the minimum lease payments. Subsequently, this
financial instrument is accounted for separately from the lease accounting (Note 15 – “Capital lease obligations”
in the Notes to Condensed Consolidated Financial Statements). The initial fair value of the expected payments under the profit
sharing component of the Unified Management Agreement is accreted over the term of the agreement using the effective interest method.
The value of the profit sharing liability will be reassessed each reporting period with any changes reflected prospectively in
the estimate of the effective interest rate.
Based on the performance
of the Asset Pool, no profit sharing payment was made for the three ended March 31, 2013. Payments for the profit sharing are
only made to Shaanxi Steel to the extent any accumulated losses from the Asset Pool have been fully absorbed by profits.
ITEM 4. CONTROLS AND PROCEDURES
Our Company, with the
participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the design and operation of
our disclosure controls and procedures, as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as of March 31, 2013. Our Company’s disclosure controls and procedures are designed (i)
to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that
information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
During our evaluation
of the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, we identified
a material weakness related to not having sufficient personnel with appropriate levels of accounting knowledge and experience to
address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP.
Specifically, our disclosure controls and procedures did not operate effectively to ensure the appropriate and timely analysis
of and accounting for unusual and non-routine transactions and certain financial statement accounts.
As a result of such
material weakness, we concluded that our disclosure controls and procedures were not effective as of March 31, 2013.
Remediation
We have dedicated significant
resources to ensure that we take proper steps to improve our disclosure controls and procedures and our internal control over financial
reporting in the areas of accounting for complex and non-routine transactions.
We have taken a number of remediation actions
that we believe will impact the effectiveness of our disclosure controls and procedures and our internal control over financial
reporting including the following:
|
·
|
We have engaged outside professional consulting firms to supplement us with our internal control over financial reporting assessment and testing;
|
|
·
|
We have implemented an internal review process over financial reporting to review all recent accounting pronouncements and to verify that any accounting treatment identified in such report has been fully implemented and confirmed by our outside professional consultants, and we continue to improve our ongoing review and supervision of our internal control over financial reporting; and
|
|
·
|
We have established an enhanced training program, including, but not limited to, accounting and auditing updates, and review of consolidated guidance of variable interest entities, to update our employees on current accounting pronouncements.
|
We believe the foregoing efforts will effectively
remediate the material weakness described above in the future.
Changes in Internal Controls over Financial Reporting
Except as otherwise
noted above, there has not been any changes in our internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter 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
From time to time, we are subject to certain
legal proceedings, claims and disputes that arise in the ordinary course of our business. Although we cannot predict the outcomes
of these legal proceedings, we do not believe these actions, in the aggregate, will have a material adverse impact on our financial
position, results of operations or liquidity. We are currently not a party to any material legal proceedings.
ITEM 1A. RISK FACTORS
In addition to the
risk factor below, to our knowledge and to the extent additional factual information disclosed in this Quarterly Report on Form
10-Q relates to such risk factors, there have been no other changes in the risk factors described in “ITEM 1A. RISK FACTORS”
in our Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on June 17, 2013.
Our failure to comply with conditions
required for our common stock to be listed on the New York Stock Exchange (“NYSE”) could result in delisting of our
common stock from the NYSE and have a significant negative effect on the value and liquidity of our securities as well as other
matters.
On July 19, 2013, we
were notified by the NYSE that we were not in full compliance with the NYSE Listed Company Manual, Section 802.01C, which requires
our average closing share price for 30 consecutive trading-day period to be above $1.00. We have six months from the date of NYSE’s
notification to cure this deficiency. We are required to comply with NYSE Listed Company Manual as a condition for our common stock
to continue to be listed on the NYSE. If we are unable to comply with such conditions, then our shares of common stock are subject
to immediate delisting from the NYSE. We intend to appeal any decision to delist our shares from the NYSE, but cannot provide any
assurance that our appeal will be successful. Any such appeal will not stay the decision to delist our shares.
If our common stock
is delisted from the NYSE, such securities may be traded over-the-counter on the “pink sheets.” The alternative market,
however, is generally considered to be less efficient than, and not as broad as, the NYSE. Accordingly, delisting of our common
stock from the NYSE could have a significant negative effect on the value and liquidity of our securities. In addition, the delisting
of such stock could adversely affect our ability to raise capital on terms acceptable to us or at all. In addition, delisting of
our common stock may preclude us from using exemptions from certain state and federal securities regulations, including the SEC’s
“penny stock” rules.
ITEM 6. EXHIBITS
|
3.1
|
Articles of Incorporation of General Steel Holdings, Inc. (included as Exhibit 3.1 to the Form SB-2 filed with the Commission on June 6, 2003 and incorporated herein by reference).
|
|
3.2
|
Amendment to the Articles of Incorporation dated February 22, 2005 (included as Exhibit 3.2 to the Form 10-K filed March 16, 2010 and incorporated herein by reference).
|
|
3.3
|
Amendment to the Articles of Incorporation dated November 14, 2007 (included as Exhibit 3.3 to the Form 10-K filed March 16, 2010 and incorporated herein by reference).
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3.4
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Certificate of Designation of Series A Preferred Stock of the registrant (included as Exhibit 10.6 to the Form 10-K filed June 30, 2008 and incorporated herein by reference).
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3.5
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Bylaws of General Steel Holdings, Inc. (included as Exhibit 3.5 to the Form 10-K filed March 16, 2010 and incorporated herein by reference).
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31.1*
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Certification of the CEO (Principal Executive Officer) pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as filed herewith.
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31.2*
|
Certification of the CFO (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as filed herewith.
|
|
32.1*
|
Certification of the
CEO (Principal Executive Officer) pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, as filed herewith.
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32.2*
|
Certification of the CFO (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as filed herewith.
|
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101.INS***
|
XBRL Instance Document
|
|
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101.SCH***
|
XBRL Taxonomy Extension Schema Document
|
|
|
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101.CAL***
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
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|
101.DEF***
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
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101.LAB***
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
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101.PRE***
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XBRL Taxonomy Extension Presentation Linkbase Document
|
***
|
XBRL (Extensive Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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*Filed herewith.
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 thereunto duly authorized.
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General Steel Holdings, Inc.
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Date: August 6, 2013
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By: /s/ Zuosheng Yu
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Zuosheng Yu
|
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Chief Executive Officer and Chairman
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Date: August 6, 2013
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By: /s/ John Chen
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John Chen
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Director and Chief Financial Officer
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