Summary of significant accounting policies | Note 2 – Summary of significant accounting policies (a) Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). (b) Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise ("WFOE") and variable interest entities ("VIEs") over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All inter-company transactions and balances have been eliminated upon consolidation. (c) Liquidity Historically, the Company finances its operations through internally generated cash and payables from related parties. As of June 30, 2019, the Company had approximately $0.9 million in cash, which primarily consists of cash on hand and bank deposits, which are unrestricted as to withdrawal and use and are deposited with banks in China. Although the Company’s working capital was $3.9 million, $0.3 million of this was operations to held for sale. After the operations are disposed, the Company believes working capital is sufficient to support its operations for the next twelve months. (d) 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 consolidated financial statements and footnotes. Actual results could differ from these estimates. (e) Concentration of risks and other uncertainties The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. The Company maintains cash with banks in the PRC. In China, a depositor can have up to RMB500,000 insured by the People’s Bank of China Financial Stability Bureau (“FSD”). In US, a depositor can have up to $250,000 insured by the Federal Deposit Insurance Corporation (“FDIC”). As of June 30, 2019 and December 31, 2018, approximately $146,000 and $145,000 of the Company’s cash held by financial institutions were insured, respectively, and the remaining balances of approximately $721,000 and $4,670,000 were not insured. Two of the Company's customers accounted for 100% of total sales for the three and six months ended June 30, 2019, and none of the Company's customers individually accounted for more than 10% of total sales for the three and six months ended June 30, 2018. Two of the Company's customers accounted for 100% of total accounts receivable as of June 30, 2019. None of the Company's customers accounted for more than 10% of the total customer deposit as of December 31, 2018. Two of the Company's suppliers accounted for 79.9% of the total purchases for the three and six months ended June 30, 2019. None of the Company's suppliers accounted for more than 10% of the total purchases for the three and six months ended June 30, 2018. Two of the Company's suppliers individually accounted for more than 69.5% of total accounts payable as of June 30, 2019. None of the Company's suppliers accounted for more than 10% of total accounts payable as of December 31, 2018 from operations held for sale. (f) Foreign currency translation and other comprehensive income The reporting currency of the Company is the U.S. dollar. The Company’s subsidiaries in China use the local currency, Renminbi (“RMB”), as their functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The statements 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 $3.25 million and $3.21 million as of June 30, 2019 and December 31, 2018, respectively. The balance sheet amounts, with the exception of equity at June 30, 2019 and December 31, 2018 were translated at 6.87 RMB and 6.88 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 six months ended June 30, 2019 and 2018 were 6.79 RMB and 6.37 RMB to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions. (g) Financial instruments The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, other receivables, other payable and accrued liabilities, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. 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 liabilities, either directly or indirectly, for substantially the full term of the financial instruments. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. The Company did not identify any other assets or liabilities that are required to be presented on the balance sheet at fair value. (h) Cash and cash equivalents Cash and cash equivalents include cash on hand, demand deposits and time deposits in banks, with original maturities of three months or fewer than three months. (i) Accounts receivable and allowance for doubtful accounts Accounts receivable include trade accounts due from customers. An allowance for doubtful accounts is established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables 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 allowances for doubtful accounts, after management has determined that the likelihood of collection is not probable. There was no allowance for doubtful accounts as of June 30, 2019 and December 31, 2018. (j) Prepaid expenses Prepaid expenses represent advance payments made to vendors for services such as rent, consulting and certification. (k) Equipment, net Equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with a 3%‑5% residual value. The depreciation expense on assets acquired under capital leases is included with depreciation expense on owned assets. The estimated useful lives are as follows: Office equipment 5 Years The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations. (l) Right-of-use asset and lease liabilities In February 2016, the FASB issued ASU 2016‑02 “Leases (Topic 842).” The new standard requires lessees to recognize lease assets (right of use) and lease obligations (lease liability) for leases previously classified as operating leases under generally accepted accounting principles on the balance sheet for leases with terms in excess of 12 months. The standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company has adopted ASC 2016‑02 since January 1, 2019. See note 12 for details. (m) Operations held for sale In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management having the authority to approve the action and committing to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from the balances of the continuing operations. At the same time, the results of all discontinued operations (which we presented as operations held for sale), less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. Reconciliation of the carrying amounts of major classes of assets and liabilities of discontinued operations are classified as held for sale in the consolidated balance sheets. Carrying amounts of major classes of assets included as part of discontinued operations: June 30, December 31, 2019 2018 (In thousands) (Unaudited) ASSETS: Cash, prepaid expense and other current assets $ 5 $ 5 Investment in unconsolidated entities 9,296 12,972 Total current assets held for sale 9,301 12,977 Total assets of the disposal group classified as held for sale $ 9,301 $ 12,977 Carrying amounts of major classes of liabilities included as part of discontinued operations: CURRENT LIABILITIES: Other payables and accrued liabilities $ 81 $ 37 Other payables - related parties 8,890 8,857 Total current liabilities held for sale 8,971 8,894 Total liabilities of the disposal group classified as held for sale $ 8,971 $ 8,894 Reconciliation of the amounts of major classes of income and losses from operations held for sale in the unaudited condensed consolidated statements of operations and comprehensive loss, including General Steel Investment Co., Ltd. and its subsidiaries for the three and six months ended June 30, 2019. For the three For the three months ended months ended June 30, 2019 June 30, 2018 (In thousands) (Unaudited) (Unaudited) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES $ 41 $ 2 LOSS FROM OPERATIONS (41) (2) OTHER EXPENSE Loss from equity investment (3,289) (558) Other expense, net (3,289) (558) LOSS BEFORE PROVISION FOR INCOME TAXES (3,330) (560) PROVISION FOR INCOME TAXES — — NET LOSS FROM OPERATIONS HELD FOR SALE $ (3,330) $ (560) For the six For the six months ended months ended June 30, 2019 June 30, 2018 (In thousands) (Unaudited) (Unaudited) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES $ 44 $ 3 LOSS FROM OPERATIONS (44) (3) OTHER INCOME (EXPENSE) Finance/interest expense (1) — (Loss)Income from equity investment (3,789) 2,909 Other expense, net (3,790) 2,909 (LOSS)INCOME BEFORE PROVISION FOR INCOME TAXES (3,834) 2,906 PROVISION FOR INCOME TAXES — — NET LOSS (INCOME) FROM OPERATIONS HELD FOR SALE $ (3,834) $ 2,906 (n) Investments in unconsolidated entities - operations held for sale Entities in which the Company has the ability to exercise significant influence, but does not have a controlling interest, are accounted for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock between 20% and 50%, and other factors, such as representation on the Board of Directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. The Company accounts for investments with ownership less than 20% using the cost method. On December 28, 2015, General Steel (China) Co., Ltd sold its 32% equity interest in Tianwu General Steel Material Trading Co., Ltd. to Tongyong Shengyuan, one of the Company’s wholly owned subsidiaries, for $14.9 million (RMB 96.6 million). As of June 30, 2019 and December 31, 2018, Tongyong Shengyuan’s net investment in the unconsolidated entity- operations held for sale was $9.3 million and $13.0 million, respectively. Total investment income (loss) in unconsolidated subsidiaries, which was included in “Income (Loss) from equity investment” in the consolidated statements of operations and comprehensive income of discontinued operations, amounted to $(3.3) million and $(0.6) million for the three months ended June 30, 2019 and 2018, respectively, and amounted to $(3.8) million and $2.9 million for the six months ended June 30, 2019 and 2018, respectively. The Company performed significance tests in accordance with SEC Rule 1-02(w) of Regulation S-X and determined Tianwu qualifies as significant equity investee. The condensed financial statements of Tianwu is presented as follows: CONSOLIDATED BALANCE SHEETS June 30, December 31, 2019 2018 (In thousands) (Unaudited) CURRENT ASSETS: Cash $ 2,341 $ 250 Purchase deposit 22 — Other receivables, net 6,628 7,349 Other receivables - related party 67,288 64,825 Prepayments — 1,060 Inventories 5 5 Total current assets 76,284 73,489 Property and equipment, net 19 6,080 Investment 606 605 Intangible asset 15,943 19,317 Total other assets 16,568 26,002 TOTAL ASSETS $ 92,852 $ 99,491 CURRENT LIABILITIES: Accounts payable $ 3,234 $ — Accounts payable - related party — 3,965 Short term loans 39,326 39,254 Other payables and accrued liabilities 16,934 14,330 Other payable - related party 3,613 — Customer Deposits — 1,146 Taxes payable 695 259 Total current liabilities 63,802 58,954 Total liabilities 63,802 58,954 Total equity 29,050 40,537 TOTAL LIABILITIES AND EQUITY $ 92,852 $ 99,491 CONDENSED STATEMENT OF OPERATIONS For the six (In thousands) months ended June 30, 2019 2018 NET SALES $ 9 $ 54 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 149 187 FINANCE EXPENSES 2,496 2,614 TOTAL EXPENSES 2,645 2,801 LOSS BEFORE PROVISION FOR INCOME TAXES (2,636) (2,747) PROVISION FOR INCOME TAXES 721 — NET LOSS FOR CONTINUING OPERATIONS (3,357) (2,747) NET (LOSS) INCOME FROM OPERATIONS HELD FOR SALE (8,485) 11,837 NET (LOSS) INCOME $ (11,842) 9,090 (o) Revenue recognition The Company receives fees for collecting, testing, freezing and storing stem cell units. Once the cell units are collected, tested, screened and successfully meet all of the required attributes, the Company freezes the units and stores them in a cryogenic freezer. Under the cell processing and storage agreement (the “Agreement”) signed with the customer, the Company charges separate processing fees and storage fees to the customer, and such Agreement provides a storage period of 5-20 years. Pursuant to the Agreement, the processing fee is non-refundable unless the cell is non-viable for storage, and no penalty is charged to customers for early termination of the cell storage service. The Company offers discounts to customers from time to time. The core principle underlying revenue recognition ASU 606 is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized over time. The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance, and confirmed that there were no differences in the pattern of revenue recognition. According to ASC 606, the Company recognizes revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The Agreement includes two promised services which are (i) the processing service of cell unit; and (ii) the storage service of cell unit. As the promise to provide the processing service to subscribers is distinct from the promise to provide the storage service in the contract, two performance obligations are identified in the Agreement. The consideration expected to be received is allocated at contract inception among the performance obligations based on their relative selling prices determined by prices of these elements as sold on a stand-alone basis, and the applicable revenue recognition criteria are applied to each performance obligation. The Company considers all reasonably available information to allocate the overall arrangement fee to processing and storage services based on their relative selling prices. The Company recognizes processing fee revenue when the performance obligation is satisfied at a point in time, which is upon successful completion of processing services and when the cell unit meets all required attributes for storage, and recognizes the storage fee revenues ratably over the annual storage period as the performance obligation is satisfied over time. The Company believes the methodology of recognizing storage revenues over time meaningfully depicts the timing of storage services delivered to customers as it exerts the necessary efforts to deliver such services equally over time. (p) Cost of revenues Cost of revenues consist primarily of costs related to processing materials, and salary and laboratory expenses directly attributable to the Company's revenues. (q) Research and development costs Research and development costs are incurred for research activities conducted to enhance collection and storage technologies, and measures to improve the results in cell extraction and separation. Research and development costs are expensed as incurred. (r) Earnings (loss) per share The Company has adopted the accounting principles generally accepted in the United States regarding earnings per share (“EPS”), which requires presentation of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings (loss) per share. Basic earnings (loss) per share are computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. (s) Treasury Stock Treasury stock consists of shares repurchased by the Company that are no longer outstanding and are held by the Company. Treasury stock is accounted for under the cost method. The Company repurchased 494,462 total shares of its common stock between 2010 and 2012, giving retroactive effect to the 1‑for‑5 reverse stock split effective on October 29, 2015, under the share repurchase plan approved by the Board of Directors in December 2010. (t) Income taxes The Company accounts for income taxes in accordance with the accounting principles generally accepted in the United States for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets accounts for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes. The accounting principles generally accepted in the United States for accounting for uncertainty in income taxes clarify the accounting and disclosure for uncertain tax positions. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. As of June 30, 2019, the Company’s income tax returns for December 31, 2017, 2016, 2015 and 2014 remain subject to examination by the taxing authorities. (u) Share-based compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with the accounting standards regarding accounting for stock-based compensation and accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with selling goods or services. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. (v) Recently issued accounting pronouncements In June 2016, the FASB issued ASU No. 2016‑13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. ASU 2016‑13 is effective for public entities for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. The Company does not believe the adoption of ASU 2016‑13 will have a material effect on the Company’s unaudited consolidated financial statements. In June 2018, the FASB issued ASU No. 2018‑07, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , or ASU 2018‑07. ASU 2018‑07 simplifies the accounting for share-based payments made to nonemployees so the accounting for such payments is substantially the same as those made to employees. Under this ASU, share based awards to nonemployees will be measured at fair value on the grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to Accounting Standards Codification (“ASC”) 718 upon vesting which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company have adopted this ASU with no material effect on the Company’s unaudited condensed consolidated financial statements. |