Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2013 |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
| (a) | Basis of presentation | | | | | | | | | | | | | | |
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The unaudited condensed consolidated financial statements of the Company reflect the activities of the following major directly owned subsidiaries: |
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| | | | Percentage | | | | | | | | | | | |
Subsidiary | | of Ownership | | | | | | | | | | | |
General Steel Investment Co., Ltd. | | British Virgin Islands | | | 100 | % | | | | | | | | | | |
General Steel (China) Co., Ltd. (“General Steel (China)”) | | PRC | | | 100 | % | | | | | | | | | | |
Baotou Steel – General Steel Special Steel Pipe Joint Venture Co., Ltd. | | PRC | | | 80 | % | | | | | | | | | | |
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 | % | | | | | | | | | | |
Tianwu General Steel Material Trading Co., Ltd (“Tianwu Joint Venture”) | | PRC | | | 60 | % | | | | | | | | | | |
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Consolidation, Policy [Policy Text Block] | ' |
| (b) | Principles of consolidation – subsidiaries | | | | | | | | | | | | | | |
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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. |
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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. |
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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. |
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All significant inter-company transactions and balances have been eliminated upon consolidation. |
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Consolidation, Variable Interest Entity, Policy [Policy Text Block] | ' |
| (c) | Consolidation of VIE | | | | | | | | | | | | | | |
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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. |
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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. |
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The Company would be considered the primary beneficiary of the VIE if it has both of the following characteristics: |
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| 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. | | | | | | | | | | | | | | |
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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. |
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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. |
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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. |
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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. |
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The carrying amount of the VIE and its subsidiaries’ consolidated assets and liabilities are as follows: |
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| | September 30, 2013 | | December 31, 2012 | | | | | | | | | | |
| | (in thousands) | | (in thousands) | | | | | | | | | | |
Current assets | | $ | 1,253,672 | | $ | 1,285,967 | | | | | | | | | | |
Plant and equipment, net | | | 1,239,805 | | | 1,154,811 | | | | | | | | | | |
Other noncurrent assets | | | 44,475 | | | 72,428 | | | | | | | | | | |
Total assets | | | 2,537,952 | | | 2,513,206 | | | | | | | | | | |
Total liabilities | | | -3,006,938 | | | -2,943,761 | | | | | | | | | | |
Net liabilities | | $ | -468,986 | | $ | -430,555 | | | | | | | | | | |
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VIE and its subsidiaries’ liabilities consist of the following: |
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| | September 30, 2013 | | December 31, 2012 | | | | | | | | | | |
| | (in thousands) | | (in thousands) | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Short term notes payable | | $ | 950,498 | | $ | 971,117 | | | | | | | | | | |
Accounts payable | | | 466,631 | | | 324,563 | | | | | | | | | | |
Accounts payable - related parties | | | 171,759 | | | 177,160 | | | | | | | | | | |
Short term loans - bank | | | 215,955 | | | 114,935 | | | | | | | | | | |
Short term loans - others | | | 123,974 | | | 141,290 | | | | | | | | | | |
Short term loans - related parties | | | 42,613 | | | 35,839 | | | | | | | | | | |
Current maturities of long-term loans – related party | | | 56,372 | | | 54,885 | | | | | | | | | | |
Other payables and accrued liabilities | | | 43,978 | | | 29,769 | | | | | | | | | | |
Other payables - related parties | | | 96,901 | | | 64,941 | | | | | | | | | | |
Customer deposits | | | 94,767 | | | 109,120 | | | | | | | | | | |
Customer deposits - related parties | | | 14,512 | | | 21,998 | | | | | | | | | | |
Deposit due to sales representatives | | | 28,184 | | | 33,870 | | | | | | | | | | |
Deposit due to sales representatives – related parties | | | 1,809 | | | 1,238 | | | | | | | | | | |
Taxes payable | | | 8,258 | | | 15,339 | | | | | | | | | | |
Deferred lease income | | | 2,178 | | | 2,120 | | | | | | | | | | |
Intercompany payable to be eliminated | | | - | | | 30,476 | | | | | | | | | | |
Total current liabilities | | | 2,318,416 | | | 2,128,660 | | | | | | | | | | |
Non-current liabilities: | | | | | | | | | | | | | | | | |
Long term loans - related parties | | | 15,974 | | | 38,088 | | | | | | | | | | |
Long-term other payable – related party | | | - | | | 43,008 | | | | | | | | | | |
Deferred lease income - noncurrent | | | 75,480 | | | 75,079 | | | | | | | | | | |
Capital lease obligations | | | 354,576 | | | 330,099 | | | | | | | | | | |
Profit sharing liability | | | 241,090 | | | 328,827 | | | | | | | | | | |
Other noncurrent liabilities | | | 1,402 | | | - | | | | | | | | | | |
Total non-current liabilities | | | 688,522 | | | 815,101 | | | | | | | | | | |
Total liabilities of consolidated VIE | | $ | 3,006,938 | | $ | 2,943,761 | | | | | | | | | | |
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VIE and its subsidiaries’ statements of operations are as follows: |
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| | Three months ended | | Three months ended | | | | | | | | | | |
| | September 30, 2013 | | September 30, 2012 | | | | | | | | | | |
| | (in thousands) | | (in thousands) | | | | | | | | | | |
Sales | | $ | 606,444 | | $ | 708,974 | | | | | | | | | | |
Gross profit (loss) | | $ | 8,122 | | $ | -18,417 | | | | | | | | | | |
Income (loss) from operations | | $ | 32,967 | | $ | -37,000 | | | | | | | | | | |
Net income (loss) attributable to controlling interest | | $ | 8,284 | | $ | -39,494 | | | | | | | | | | |
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| | Nine months ended | | Nine months ended | | | | | | | | | | |
| | September 30, 2013 | | September 30, 2012 | | | | | | | | | | |
| | (in thousands) | | (in thousands) | | | | | | | | | | |
Sales | | $ | 1,903,933 | | $ | 2,126,556 | | | | | | | | | | |
Gross profit (loss) | | $ | -23,704 | | $ | 12,628 | | | | | | | | | | |
Income (loss) from operations | | $ | 32,998 | | $ | -40,071 | | | | | | | | | | |
Net loss attributable to controlling interest | | $ | -18,335 | | $ | -92,974 | | | | | | | | | | |
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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. |
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Hualong |
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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. |
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Tongxing |
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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. |
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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 on March 1, 2012. |
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Huatianyulong |
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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. |
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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. |
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Liquidity Disclosure [Policy Text Block] | ' |
| (d) | Liquidity | | | | | | | | | | | | | | |
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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. |
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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 September 30, 2013 and December 31, 2012 were (6.6) and (7.1), respectively. As of September 30, 2013, the Company’s current liabilities exceed current assets (excluding non-cash item) by $1.1 billion. |
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Longmen Joint Venture, as the most important entity 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: |
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Line of credit |
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The Company received lines of credit from the listed major banks totaling $110.8 million with expiration dates ranging from September 27, 2014 to October 26, 2014. |
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| | Amount of | | | | | | | | | | | | | |
| | Line of Credit | | | | | | | | | | | | | |
Banks | | (in millions) | | Repayment Date | | | | | | | | | | | |
Bank of China | | | 6.5 | | August 25, 2014 to October 26, 2014 | | | | | | | | | | | |
China Everbright Bank | | | 48.9 | | 8-Oct-14 | | | | | | | | | | | |
Bank of Xi’an | | | 32.6 | | 9-Oct-14 | | | | | | | | | | | |
Bank of Jinzhou | | | 22.8 | | September 27, 2014* | | | | | | | | | | | |
Total | | $ | 110.8 | | | | | | | | | | | | | |
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* Management expects the line of credit will be extended after September 27, 2014. |
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As of the date of this report, the Company utilized $61.9 million of these lines of credit. |
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Vendor financing |
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Longmen Joint Venture signed additional vendor financing agreements, which will provide liquidity to the Company in a total amount of $815.0 million with the following companies: |
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| | | | Financing Amount | | | | | | | | | | | |
Company | | Financing period covered | | (in millions) | | | | | | | | | | | |
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Company A – related party | | January 6, 2013 – January 5, 2015 | | $ | 163 | | | | | | | | | | | |
Company B – third party | | January 6, 2013 – November 7, 2015 | | | 163 | | | | | | | | | | | |
Company C – third party | | October 1, 2013 – March 31, 2015 | | | 489 | | | | | | | | | | | |
Total | | | | $ | 815 | | | | | | | | | | | |
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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. Company B signed an additional two-year agreement with Longmen Joint Venture effective on November 7, 2013. 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$64.3 million and $51.9 million, respectively. |
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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 $489.0 million and extended the financing period to March 31, 2015. As of the date of this report, our payable to Company C is approximately$1.2 million. |
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Financing sales |
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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 $81.5 million. See Note 9 for financing sales details. |
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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 $81.5 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 $24.5 million. |
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Other financing |
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On January 7, 2013, November 6, 2013, November 7, 2013, Longmen Joint Venture signed a payment extension agreement with each company listed below. In total, Longmen Joint Venture can get $77.4 million in financial support from a two-year balancing payment extension granted by the following five companies: |
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| | | | | Financing Amount | | | | | | | | | | | |
Company | | Financing period covered | | | (in millions) | | | | | | | | | | | |
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Company E – related party | | January 7, 2013 – January 6, 2015 | | $ | 16.3 | | | | | | | | | | | |
Company F – related party | | January 7, 2013 – January 6, 2015 | | | 21.2 | | | | | | | | | | | |
Company G – related party | | January 7, 2013 – January 6, 2015 | | | 7.3 | | | | | | | | | | | |
Company H – related party | | November 7, 2013 – November 7, 2015 | | | 16.3 | | | | | | | | | | | |
Company I – related party | | November 6, 2013 – November 6, 2015 | | | 16.3 | | | | | | | | | | | |
Total | | | | $ | 77.4 | | | | | | | | | | | |
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According to the contract terms, Company E, Company F, Company G, Company H and Company I have agreed to grant a two year payment extension in the amounts of $16.3 million, $21.2 million, $7.3 million, $16.3 million and $16.3 million respectively. As of the date of this report, our payables to Company E, Company F, Company G, Company H and Company I are approximately $17.9 million, $14.0 million, $18.9million, $7.5 million and $0, respectively. |
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Amount due to sales representatives |
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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 September 30, 2013, Longmen Joint Venture has collected a total amount of $30.0 million. Historically, this amount is quite stable and we do not expect a big fluctuation in this amount for the next twelve months from September 30, 2013 onwards. |
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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 September 30, 2014.The detailed breakdown of Longmen Joint Venture’s estimated cash flows items are listed below. |
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| | Cash inflow (outflow) | | | | | | | | | | | | | |
| | (in millions) | | | | | | | | | | | | | |
| | For the twelve months ended | | | | | | | | | | | | | |
| | September 30, 2014 | | | | | | | | | | | | | |
Current liabilities over current assets (excluding non-cash items) as of September 30, 2013 (unaudited) | | $ | -1,072.00 | | | | | | | | | | | | | |
Projected cash financing and outflows: | | | | | | | | | | | | | | | | |
Cash provided by line of credit from banks | | | 110.8 | | | | | | | | | | | | | |
Cash provided by vendor financing | | | 815 | | | | | | | | | | | | | |
Cash provided by financing sales | | | 81.5 | | | | | | | | | | | | | |
Cash provided by other financing | | | 77.4 | | | | | | | | | | | | | |
Cash provided by sales representatives | | | 30 | | | | | | | | | | | | | |
Cash projected to be used in operations in the twelve months ended September 30, 2014 | | | -28.6 | | | | | | | | | | | | | |
Net projected change in cash for the twelve months ended September 30, 2014 | | $ | 14.1 | | | | | | | | | | | | | |
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As a result, the unaudited condensed consolidated financial statements for the period ended September 30, 2013 have been prepared on a going concern basis. |
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Use of Estimates, Policy [Policy Text Block] | ' |
| (e) | Use of estimates | | | | | | | | | | | | | | |
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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, allowance for inventory valuation, the interest rate used in the financing sales, the fair value of the assets recorded under capital lease and the present value of the net minimum lease payments of the capital lease. Actual results could differ from these estimates. |
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Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
| (f) | Concentration of risks and uncertainties | | | | | | | | | | | | | | |
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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. |
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The Company has significant exposure to the fluctuation of raw materials and energy prices as part of its normal operations. As of September 30, 2013 and December 31, 2012, the Company does not have any open commodity contracts to mitigate such risks. |
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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 September 30, 2013 and December 31, 2012 amounted to $467.9 million and $369.9 million, including $3.1 million and $2.3 million that were deposited in Shaanxi Coal and Chemical Industry Group Financial Co., Ltd., a related party, respectively. As of September 30, 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. |
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The Company’s five major customers are all distributors and collectively represented approximately 25.5% and 23.4% of the Company’s total sales for the three and nine months ended September 30, 2013, respectively. The Company had five major customers, which represented approximately 27.2% and 34.1% of the Company’s total sales for the three months and nine months ended September 30, 2012, respectively. None of the five major customers accounted for more than 10% of total sales for the three and nine months ended September 30, 2013 and 2012, respectively. These five major customers accounted for 15.9% and 47.8% of total accounts receivable, including related parties, as of September 30, 2013 and December 31, 2012, respectively. One of the five major customers accounted for more than 10% of total accounts receivable, which amounted to $1.4 million and $10.4 million as of September 30, 2013 and December 31, 2012, respectively. |
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For the three and nine months ended September 30, 2013, the Company purchased approximately 15.3% and 29.3% of its raw materials from five major suppliers, respectively. None of the five major suppliers individually accounted for more than 10% of the total purchases for the three and nine months ended September 30, 2013. The purchases from the five major suppliers represent approximately 25.4% and 39.6% of the Company’s total purchases for the three months and nine months ended September 30, 2012, respectively. Two of the five major suppliers individually accounted for more than 10% of the total purchases for the nine months ended September 30, 2012. These five vendors accounted for 28.9% and 33.8% of total accounts payable, including related parties, as of September 30, 2013 and December 31, 2012, respectively. None of the five major suppliers individually accounted for more than 10% of total accounts payable as September 30, 2013 and one of the five major suppliers individually accounted for more than 10% of total accounts payable as December 31, 2012. |
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Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' |
| (g) | Foreign currency translation and other comprehensive income | | | | | | | | | | | | | | |
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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. |
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Translation adjustments included in accumulated other comprehensive income amounted to $2.5 million and $10.2 million as of September 30, 2013 and December 31, 2012, respectively. The balance sheet amounts, with the exception of equity at September 30, 2013 and December 31, 2012 were translated at 6.13 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 September 30, 2013 and 2012 were 6.16 RMB and 6.33 RMB, respectively. The average translation rates applied to statement of operations accounts for the nine months ended September 30, 2013 and 2012 were 6.21 RMB and 6.31 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. |
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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. |
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Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
| (h) | Financial instruments | | | | | | | | | | | | | | |
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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. |
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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. |
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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: |
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| · | 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. | | | | | | | | | | | | | | |
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| · | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. | | | | | | | | | | | | | | |
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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, which expired on May 13, 2013. |
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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. |
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The aforementioned warrants meet the definition of a derivative instrument in the accounting standards. Therefore these instruments were 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. |
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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: |
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| · | 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 | | | | | | | | | | | | | | |
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The above assumptions were reviewed by the Company at September 30, 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 nine months ended September 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 period ended September 30, 2013 and recorded a gain on change in fair value of profit sharing liability of $41.8 million and $107.9 million for the three and nine months ended September 30, 2013, respectively. |
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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 September 30, 2013 would have been $254.9 million and we would reduce the gain from the change in the fair value of profit sharing liabilities by $32.9 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 September 30, 2013 would have been $214.3 million and we would increase the gain from the change in the fair value of profit sharing liabilities by $8.3 million. |
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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 September 30, 2013: |
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| | Carrying Value as | | Fair Value Measurements at September 30, | | | | |
| | of September 30, | | 2013 | | | | |
(in thousands) | | 2013 | | Using Fair Value Hierarchy | | | | |
| | | | | Level 1 | | Level 2 | | Level 3 | | | | |
Profit sharing liability | | $ | 241,090 | | $ | - | | $ | - | | $ | 241,090 | | | | |
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Total | | $ | 241,090 | | $ | - | | $ | - | | $ | 241,090 | | | | |
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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: |
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| | Carrying Value as | | Fair Value Measurements at December 31, | | | | |
| | of December 31, | | 2012 | | | | |
(in thousands) | | 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 | | | | |
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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 nine month ended September 30, 2013 and for the year ended December 31, 2012: |
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| | September 30, 2013 | | December 31, 2012 | | | | | | | | | | |
| | (in thousands) | | (in thousands) | | | | | | | | | | |
Beginning balance | | $ | 328,828 | | $ | 303,243 | | | | | | | | | | |
Change in fair value of profit sharing liability | | | -107,877 | | | - | | | | | | | | | | |
Current period interest expense accreted | | | 12,440 | | | 22,499 | | | | | | | | | | |
Change of derivative liabilities charged to earnings | | | 1 | | | 9 | | | | | | | | | | |
Exchange rate effect | | | 7,698 | | | 3,077 | | | | | | | | | | |
Ending balance | | $ | 241,090 | | $ | 328,828 | | | | | | | | | | |
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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. |
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Notes Receivable [Policy Text Block] | ' |
| (i) | Notes receivable | | | | | | | | | | | | | | |
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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. |
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Restricted notes receivable represents notes receivable pledged as collateral for short-term loans and short-term notes payable issued by banks. |
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Interest expenses for early submission request of payment for the three months ended September 30, 2013 and 2012 amounted to $9.6 million and $16.3 million, respectively, and amounted to $26.9 million and $65.6 million, respectively, for the nine months ended September 30, 2013 and 2012. |
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Property, Plant and Equipment, Policy [Policy Text Block] | ' |
| (j) | Plant and equipment, net | | | | | | | | | | | | | | |
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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: |
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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 | | | | | | | | | | | | | | |
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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. |
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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. |
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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. |
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Goodwill and Intangible Assets, Policy [Policy Text Block] | ' |
| (j) | Intangible assets | | | | | | | | | | | | | | |
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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 September 30, 2013, the Company expects these assets to be fully recoverable. |
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Land use rights |
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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 $3.9 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. |
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Long Steel Group contributed land use rights for a total amount of $24.2 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. |
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Maoming Hengda has land use rights amounting to $2.7 million (RMB 16.6 million) for 50 years that expire in 2054. |
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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. |
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Entity | | Original Cost | | Expires on | | | | | | | | | | |
| | (in thousands) | | | | | | | | | | | | | |
General Steel (China) | | $ | 3,867 | | | 2050 & 2053 | | | | | | | | | | |
Longmen Joint Venture | | $ | 24,226 | | | 2048 & 2052 | | | | | | | | | | |
Maoming Hengda | | $ | 2,705 | | | 2054 | | | | | | | | | | |
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Mining right |
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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. |
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Investment, Policy [Policy Text Block] | ' |
| (k) | Investments in unconsolidated entities | | | | | | | | | | | | | | |
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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. |
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The table below summarizes Longmen Joint Venture’s investment holdings as of September 30, 2013 and December 31, 2012. |
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| | | | | September 30, | | | | | December 31, | | | | |
| | | | | 2013 | | | | | 2012 | | | | |
| | Year | | Net investment | | Owned | | Net investment | | Owned | |
Unconsolidated entities | | acquired | | (In thousands) | | % | | (In thousands) | | % | |
Xian Delong Powder Engineering Materials Co., Ltd. | | | 2007 | | $ | 1,161 | | | 24.1 | | $ | 1,166 | | | 24.1 | |
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Total investment income in unconsolidated subsidiaries amounted to $0.05 million and $0.04 million for the three months ended September 30, 2013 and 2012, respectively, and $0.1 million and $0.1 million for the nine months ended September 30, 2013 and 2012, respectively, which was included in “Loss from equity investments” in the unaudited condensed consolidated statements of operations and comprehensive income (loss). |
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Reclassification, Policy [Policy Text Block] | ' |
| (l) | Reclassifications | | | | | | | | | | | | | | |
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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. |
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