GENERAL STEEL HOLDINGS INC - FORM 10-Q

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EX-31.1 - EXHIBIT 31.1 - GENERAL STEEL HOLDINGS INC	v426546_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - GENERAL STEEL HOLDINGS INC	v426546_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - GENERAL STEEL HOLDINGS INC	v426546_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - GENERAL STEEL HOLDINGS INC	v426546_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-33717

General Steel Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada		41-2079252
(State or other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

Level 2, Building G,

No. 2A Chen Jia Lin, Ba Li Zhuang

Chaoyang District, Beijing, China 100025

(Address of Principal Executive Office, Including Zip Code)

+86 (10) 8572 3073

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer ¨		Non-accelerated filer ¨		Smaller reporting company x
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of December 23, 2015, 16,597,395 (excluding 494,461 shares of treasury stock) shares of common stock, par value $0.001 per share, were outstanding.

Table of Contents

		Page
Part I. FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements.

	Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014.	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2015 and 2014.	4

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014.	5

	Notes to Condensed Consolidated Financial Statements.	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	50

Item 4.	Controls and Procedures.	72

Part II. OTHER INFORMATION		73

Item 1.	Legal Proceedings.	73

Item 1A.	Risk Factors.	73

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	73

Item 6.	Exhibits.	73

Signatures		74

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands)

	September 30,			December 31,
	2015			2014
ASSETS

CURRENT ASSETS:
Cash	$	84		$	174
Restricted cash		12,560			14,661
Loans receivable - related party		5,874			34,713
Accounts receivable, net		10,187			3,650
Accounts receivable - related parties, net		667			660
Other receivables, net		9,428			9,066
Other receivables - related parties, net		4,683			3,880
Advances on inventory purchase, net		15,537			56,455
Advances on inventory purchase - related parties		-			7,057
Prepaid expense and other		2,871			235
Prepaid taxes		479			729
Short-term investment		4,707			-
Current assets held for sale		474,239			839,129
TOTAL CURRENT ASSETS		541,316			970,409

OTHER ASSETS:
Property and equipment, net		-			1,948
Investment in unconsolidated entities		15,087			15,670
Long-term deferred expense		384			417
Other assets held for sale		567,919			1,576,780
TOTAL OTHER ASSETS		583,390			1,594,815

TOTAL ASSETS	$	1,124,706		$	2,565,224

LIABILITIES AND DEFICIENCY

CURRENT LIABILITIES:
Short term notes payable	$	20,405		$	22,806
Accounts payable - related parties		4,111			1,869
Short term loans - bank		38,127			40,562
Short term loans - others		1,569			-
Short term loans - related parties		5,035			670
Other payables and accrued liabilities		6,815			6,913
Other payables - related parties		25,436			5,862
Customer deposits		3,211			5,602
Customer deposits - related parties		13,933			97,721
Taxes payable		1,142			1,175
Current liabilities held for sale		1,904,646			2,068,233
TOTAL CURRENT LIABILITIES		2,024,430			2,251,413

NON-CURRENT LIABILITIES HELD FOR SALE		797,117			875,936

TOTAL LIABILITIES		2,821,547			3,127,349

COMMITMENTS AND CONTINGENCIES

DEFICIENCY:
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 3,092,899 shares issued and outstanding as of September 30, 2015 and December 31, 2014		3			3
Common stock, $0.001 par value, 40,000,000 shares authorized, 14,491,318 shares and 12,891,718 shares issued and 13,996,856 shares and 12,397,256 shares outstanding as of September 30, 2015 and December 31, 2014, respectively (given retroactive effect to the 1-for-5 reverse stock split effective on October 29, 2015)		14			13
Treasury stock, at cost, 494,461 shares as of September 30, 2015 and December 31, 2014 (given retroactive effect to the 1-for-5 reverse stock split effective on October 29, 2015)		(840	)		(4,199	)
Paid-in-capital		117,636			115,545
Statutory reserves		6,604			6,472
Accumulated deficits		(1,184,182	)		(463,521	)
Accumulated other comprehensive income		41,772			644
TOTAL GENERAL STEEL HOLDINGS, INC. DEFICIENCY		(1,018,993	)		(345,043	)

NONCONTROLLING INTERESTS		(677,848	)		(217,082	)

TOTAL DEFICIENCY		(1,696,841	)		(562,125	)

TOTAL LIABILITIES AND DEFICIENCY	$	1,124,706		$	2,565,224

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(UNAUDITED)

(In thousands, except per share data)

	For the three months ended September 30,						For the nine months ended September 30,
	2015			2014			2015			2014

NET GAIN (LOSS) - TRADING ACTIVITIES	$	9		$	(51	)	$	187		$	(36	)

NET GAIN (LOSS) - TRADING ACTIVITIES - RELATED PARTIES		1,164			(216	)		988			(678	)
TOTAL NET GAIN (LOSS) - TRADING ACTIVITIES		1,173			(267	)		1,175			(714	)

GENERAL AND ADMINISTRATIVE EXPENSES		(3,386	)		(2,065	)		(6,971	)		(6,983	)

LOSS FROM OPERATIONS		(2,213	)		(2,332	)		(5,796	)		(7,697	)

OTHER INCOME (EXPENSE)
Interest income		758			81			2,129			564
Finance/interest expense		(753	)		(1,590	)		(3,094	)		(4,783	)
Loss from equity investments		-			-			(5	)		-
Foreign currency transaction loss (gain)		(1,468	)		3,075			(1,107	)		3,075
Other non-operating income (expense), net		225			231			687			688
Other (expense) income, net		(1,238	)		1,797			(1,390	)		(456	)

(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST		(3,451	)		(535	)		(7,186	)		(8,153	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET (LOSS) INCOME FROM CONTINUING OPERATIONS		(3,451	)		(535	)		(7,186	)		(8,153	)

NET LOSS FROM OPERATIONS TO BE DISPOSED, net of applicable income taxes		(91,046	)		(4,629	)		(1,195,723	)		(83,149	)

NET LOSS		(94,497	)		(5,164	)		(1,202,909	)		(91,302	)

Less: Net loss attributable to noncontrolling interest from continuing operations		-			-			-			-
Less: Net loss attributable to noncontrolling interest from operations to be disposed		(34,016	)		(1,674	)		(482,248	)		(33,229	)

NET LOSS ATTRIBUTABLE TO GENERAL STEEL HOLDINGS, INC.	$	(60,481	)	$	(3,490	)	$	(720,661	)	$	(58,073	)

NET LOSS	$	(94,497	)	$	(5,164	)	$	(1,202,909	)	$	(91,302	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		65,647			(3,232	)		62,520			509

COMPREHENSIVE LOSS		(28,850	)		(8,396	)		(1,140,389	)		(90,793	)

Less: Comprehensive loss attributable to noncontrolling interest		(11,400	)		(1,701	)		(460,856	)		(31,802	)

COMPREHENSIVE LOSS ATTRIBUTABLE TO GENERAL STEEL HOLDINGS, INC.	$	(17,450	)	$	(6,695	)	$	(679,533	)	$	(58,991	)

WEIGHTED AVERAGE NUMBER OF SHARES
Basic and Diluted (given retroactive effect to the 1-for-5 reverse stock split effective on October 29, 2015)		13,788			11,176			12,919			11,169

LOSS PER SHARE - BASIC AND DILUTED
Continuing operations	$	(0.25	)	$	(0.05	)	$	(0.56	)	$	(0.73	)

Operations to be disposed	$	(4.14	)	$	(0.26	)	$	(55.23	)	$	(4.47	)

Net loss	$	(4.39	)	$	(0.31	)	$	(55.78	)	$	(5.20	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(UNAUDITED)

(In thousands)

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,202,909	)	$	(91,302	)
Net loss from operations to be disposed		(1,195,723	)		(83,149	)
Net loss from continuing operations		(7,186	)		(8,153	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities from continuing operations:
Depreciation, amortization and depletion		1,934			1,344
Stock issued for services and compensation		2,637			371
Loss from equity investments		5			-
Foreign currency transaction loss		1,107			(3,075	)
Changes in operating assets and liabilities
Accounts receivable		(6,875	)		-
Accounts receivable - related parties		(31	)		1
Other receivables		1,880			(762	)
Other receivables - related parties		(928	)		(1,799	)
Inventories		-			-
Advances on inventory purchases		40,027			(7,628	)
Advances on inventory purchases - related parties		31,952			(80,713	)
Prepaid expense and other		(2,416	)		179
Long-term deferred expense		20			166
Prepaid taxes		230			1,359
Accounts payable		-			(29,227	)
Accounts payable - related parties		2,382			7,418
Other payables and accrued liabilities		158			753
Other payables - related parties		19,768			(746	)
Customer deposits		(2,252	)		76,881
Customer deposits - related parties		(82,643	)		49,685
Taxes payable		11			33
Net cash (used in) provided by operating activities from operations to be disposed		(144,864	)		36,551
Net cash (used in) provided by operating activities		(145,084	)		42,638

CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash		1,609			8,136
Loans receivable - related party		3,456			-
Payments for short term investment		(4,851	)		-
Equipment purchase and intangible assets		-			(3	)
Net cash provided by (used in) investing activities from operations to be disposed		91,523			(112,742	)
Net cash provided by (used in) investing activities		91,737			(104,609	)

CASH FLOWS FINANCING ACTIVITIES:
Restricted notes receivable		-			-
Borrowings on short term notes payable		21,029			21,154
Payments on short term notes payable		(22,638	)		(42,307	)
Borrowings on short term loans - bank		45,761			43,772
Payments on short term loans - bank		(47,838	)		(30,950	)
Borrowings on short term loan - others		1,617			-
Borrowings on short term loan - related parties		4,525			-
Payments on short term loans - related parties		-			(779	)
Net cash provided by financing activities from operations to be disposed		34,354			60,168
Net cash provided by financing activities		36,810			51,058

EFFECTS OF EXCHANGE RATE CHANGE IN CASH		6,812			1,054

DECREASE IN CASH		(9,725	)		(9,859	)

CASH, beginning of period		11,641			31,967

CASH, end of period		1,916			22,108

Less: cash from operations to be disposed, end of period		(1,832	)		(21,368	)

CASH FROM CONTINUING OPERATIONS, end of period	$	84		$	740

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 – Organization and Operations

General Steel Holdings, Inc. (the “Company”) was incorporated on August 5, 2002 in the state of Nevada. The Company through its 100% owned subsidiary, General Steel Investment, has been operating steel companies serving various industries in the People’s Republic of China (“PRC”). The Company’s main operation through the third quarter of 2015 has been the 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”.

In view of the near-term challenges for the steel sector (see Note 2(d) Liquidity and Going Concern), the Company’s strategically accelerating the Company’s business transformation. The Company’s transformation strategy is to pursue opportunities that offer compelling benefits to our organization and shareholders, including:

• First, strengthen the Company’s financials while providing the financial flexibility to pursue higher return, higher growth opportunities;

• Second, reduce the complexity of the Company’s business structure, which is consistent with the Company’s objectives for internal simplification and operating efficiency;

• Third, diversify operating risk in order to lower the Company’s high reliance on steel business, while at the same time leverage on the Company’s vast vertical resources in the steel industry; and

• Fourth, pursue opportunities for additional value creation.

On November 4, 2015, the Company's Board of Directors (the "Board"), including the audit committee, authorized the Company's management to pursue the potential sale of all its ownership interest in Maoming Hengda Steel Company, Ltd. ("Maoming Hengda") and Longmen Joint Venture in order to unlock the hidden value in Maoming Hengda's land assets, as well as divest from and restructure the steel business. If the divestiture and restructuring of the Company's steel business is fully completed as currently contemplated, the Company's remaining businesses will be primarily comprised of General Steel (China) Co., Ltd, a trading company that mainly sources overseas iron ore for steel mills, General Shengyuan IoT, which develop and commercialize RFID technologies and data solutions, and Catalon, which develops and manufactures De-NOx honeycomb catalysts and industrial ceramics. As a result, Longmen Joint Venture and Maoming Hengda’s financial information are presented as assets and liabilities held for sale and operations to be disposed for the three and nine months ended September 30, 2015 in the unaudited condensed consolidated financial statements. Certain prior period data has been reclassified to conform to the current year presentation and to reflect the results of operations expected to be disposed. See Note 2(n) “Summary of significant accounting policies – operations held for sale” for details.

The Company is engaging in preliminary discussions with potential buyers for Maoming Hengda and Longmen Joint Venture, and as a result, the Company has reported its financial results for the third quarter of 2015 and will continue to for subsequent quarters with Longmen Joint Venture, which formerly represented over a majority of the Company's consolidated sales, and Maoming Hengda presented as one-line items in both the Company's unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of operations.

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 $605.8 million (or approximately RMB 3.7 billion) of the constructed iron and steel making facilities owned by Shaanxi Steel, which includes one 400 m 2 sintering machine, two 1,280 m 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. At the designed efficiency level, the facilities contribute three million tons of crude steel production capacity per year.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Longmen Joint Venture has agreed to pay Shaanxi Steel for the use of the constructed 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, if any, 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 or loss generated by Longmen Joint Venture is 36%. 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. There has been no adjustment to the Agreement from its inception to the present time or any intention to make future adjustment by the Company and Shaanxi Steel.

The parties to the Agreement established the Shaanxi Longmen Iron and Steel Unified Management Supervisory Committee ("Supervisory Committee") to ensure that the facilities and related resources are operated and managed according to the stipulations set forth in the Agreement. The Board of Directors of Longmen Joint Venture, of which the Company holds 4 out of 7 seats, requires a simple majority vote and remains the controlling decision-making body of Longmen Joint Venture and the Asset Pool. See Note 2(c) “Consolidation of VIE.” The Agreement does not preclude the Company from selling its 60% ownership interest of Longmen Joint Venture.

The Agreement constitutes an arrangement that involves a lease which meets certain of the criteria of a capital lease and therefore the assets constructed by Shaanxi Steel are accounted for by Longmen Joint Venture as a capital lease. The profit sharing liability portion of the lease obligation, representing 40% of the cumulative pre-tax profit generated by the Asset Pool, is accounted for by Longmen Joint Venture as a derivative financial instrument at fair value. See Notes 2 “Summary of significant accounting policies”, Note 15 “Capital lease obligations” and Note 16 “Profit sharing liability”.

The Company formed a joint venture, Tianjin General Shengyuan IoT Technology Co., Ltd. (“General Shengyuan IoT”), in February of 2015 with an RFID Expert team to develop and commercialize RFID technologies and data solutions. The formation of this joint venture represents a unique opportunity to accelerate the Company’s expansion into the vibrant logistics and Internet-of-Things sectors. General Shengyuan IoT is still in the development stage and no revenues and significant operating expenses during the three and nine months ended September 30, 2015.

The Company established a subsidiary wholly owned by General Steel Investment Co., Ltd., Tongyong Shengyuan (Tianjin) Technology Development Co., Ltd. ("Tongyong Shengyuan") in June 2015. Tongyong Shengyuan is still in the development stage and is anticipated to engage in trading activities in the future. During the three and nine months ended September 30, 2015, Tongyong Shengyuan did not incur revenue or operating expenses.

In October 2015, the Company completed its acquisition of an 84.5% equity interest in Catalon Chemical Corp. (“Catalon”), a Delaware corporation headquartered in Virginia that develops and manufactures De-NOx honeycomb catalysts and industrial ceramics. The acquisition is expected to enable the Company to pursue the large and rapidly growing cleantech business in China to facilitate its business transformation.

Note 2 – Summary of significant accounting policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements include the accounts of all directly, 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 for a fair presentation of the financial statements have been included. Interim results are not necessarily indicative of results to be expected for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the 2014 annual report on Form 10-K filed on April 10, 2015.

(a)

Basis of presentation

The unaudited condensed consolidated financial statements of the Company reflect the activities of the following major directly owned subsidiaries:

Subsidiary		Percentage of Ownership
General Steel Investment Co., Ltd.	British Virgin Islands		100.0	%
Tongyong Shengyuan (Tianjin) Technology Development Co., Ltd.	PRC		100.0	%
General Steel (China) Co., Ltd. (“General Steel (China)”)	PRC		100.0	%
Tianjin General Shengyuan IoT Technology Co., Ltd. (“General Shengyuan”)	PRC		70.0	%
Yangpu Shengtong Investment Co., Ltd. (“Yangpu Shengtong”)	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	%

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As disclosed in Note 1, the Company formed a joint venture entity, Tianjin General Shengyuan IoT Technology Co., Ltd, with a team of radio-frequency identification (“RFID”) experts (the “Expert Team”), to develop and commercialize RFID technology data solutions. Under the terms of the Agreement, the Company owned 70% of the joint venture by contributing $1.6 million (RMB 10.0 million), while the Expert Team committed to contribute intellectual property, including proprietary RFID technologies, licensed patents and domain expertise.

(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.

(c)

Consolidation of VIE

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.

Longmen Joint Venture’s equity at risk was and continues to be 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 of Directors 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. The Supervisory Committee, in which the Company holds 2 out of 4 seats, requires a ¾ majority vote, while the Board of Directors, on 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.

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(d) Liquidity and Going Concern.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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. 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. If the Unified Management Agreement cannot be enforced, the Company would not consolidate Longmen Joint Venture as a VIE. However, the current PRC legal system has not limited the Company’s ability to enforce the Unified Management Agreement nor does the Company believe it is likely to do so in the future. The Company makes an ongoing assessment to determine whether Longmen Joint Venture is a VIE.

The carrying amount of the VIE and its subsidiaries’ consolidated assets and liabilities, which are held for sale, are as follows:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Current assets	$	472,858		$	837,135
Plant and equipment, net		540,559			1,537,687
Other noncurrent assets		22,819			33,396
Total assets		1,036,236			2,408,218
Total liabilities		(2,707,575	)		(2,946,126	)
Net liabilities	$	(1,671,339	)	$	(537,908	)

VIE and its subsidiaries’ liabilities consist of the following:

	September 30, 2015		December 31, 2014
	(in thousands)		(in thousands)
Current liabilities:
Short term notes payable	$	393,996	$	638,829
Accounts payable		553,794		605,025
Accounts payable - related parties		265,214		205,914
Short term loans – bank		57,661		216,940
Short term loans – others		56,293		54,524
Short term loans - related parties		345,712		45,710
Other payables and accrued liabilities		57,827		47,121
Other payables - related parties		34,328		78,615
Customer deposits		32,363		87,372
Customer deposits - related parties		74,008		34,895
Deposit due to sales representatives		4,020		17,871
Deposit due to sales representatives – related parties		2,291		2,509
Taxes payable		5,842		4,026
Deferred lease income		2,096		2,176
Capital lease obligations, current		10,156		8,508
Intercompany payable to be eliminated		14,857		20,155
Total current liabilities		1,910,458		2,070,190
Non-current liabilities:
Long term loans - related parties		339,437		339,549
Deferred lease income - noncurrent		68,463		72,713
Capital lease obligations, noncurrent		389,217		393,252
Profit sharing liability		-		70,422
Total non-current liabilities		797,117		875,936
Total liabilities of consolidated VIE	$	2,707,575	$	2,946,126

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Three months ended September 30, 2015			Three months ended September 30, 2014
	(in thousands)			(in thousands)
Sales	$	528,903		$	559,332
Gross (loss) profit	$	(48,748	)	$	9,779
(Loss) income from operations	$	(71,083	)	$	10,513
Net loss attributable to controlling interest	$	(56,738	)	$	(2,613	)

	Nine months ended September 30, 2015			Nine months ended September 30, 2014
	(in thousands)			(in thousands)
Sales	$	1,385,661		$	1,740,645
Gross (loss) profit	$	(145,117	)	$	15,734
Loss from operations	$	(1,130,403	)	$	(20,706	)
Net loss attributable to controlling interest	$	(712,262	)	$	(48,775	)

(d)

Liquidity and going concern

The Company’s accounts have been prepared assuming that the Company will continue as 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 equity was in deficiencies as of September 30, 2015 and December 31, 2014. As September 30, 2015, the Company’s current liabilities exceed current assets (excluding non-cash item) by $1.5 billion, which together with the gross loss from operations raises substantial doubt about its ability to continue as a going concern.

Our steel business has faced very tough market conditions and challenging profitability over the last several years, and based on current trends, we think the near-term challenges for the steel sector will likely linger. In reaction to this challenging market, we are proactively reviewing our strategy and asset portfolio and seeking to sell or restructure low-efficient, non-core assets, as well as idle land resources.

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. Longmen Joint Venture has obtained different types of financial supports, which are listed below by category:

Line of credit

The Company has lines of credit from the listed major banks totaling $144.4 million with expiration dates ranging from October 14, 2016 to December 26, 2016.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Banks	Amount of Line of Credit (in millions)		Repayment Date
Bank of China		18.8	December 3, 2016
Bank of Beijing		78.5	October 14, 2016
Bank of Chongqing		47.1	December 26, 2016
Total	$	144.4

As of the date of this report, the Company utilized $144.4 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 $1,019.9 million with the following companies:

Company	Financing Period	Financing Amount (in millions)

Company A – related party	July 30, 2014 – July 30, 2019	$	235.4
Company B – third party	January 22, 2014 – January 22, 2017		156.9
Company C – third party	October 1, 2013 – September 30, 2017		627.6
Total		$	1,019.9

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 many years. On July 30, 2014, Company A signed a five-year agreement with Longmen Joint Venture to finance its coke purchases up to $235.4 million. Company B signed a three-year agreement with Longmen Joint Venture on January 22, 2014 to finance its coke purchases up to $156.9 million. According to the above signed agreements, both Company A and B will not demand any cash payments during their respective financing periods. As of the date of this report, the Company’s payables to Company A and Company B were approximately $53.0 million and $60.1 million, respectively.

Company C is a Fortune 500 Company. On June 28, 2013, Company C signed an agreement with Longmen Joint Venture to finance Longmen Joint Venture’s purchase of iron ore for an amount up to $489.3 million to commence on October 1, 2013 and end on March 31, 2015. On August 1, 2014, Company C signed an extension agreement with the Company and extended the financing terms to March 31, 2016. On August 1, 2015, Company C signed another extension agreement with the Company and extended the financing terms to September 30, 2017 with amount up to $627.6 million. 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. As of the date of this report, the Company’s payable to Company C was approximately $0.9 million.

Other financing

On April 22, 2014, April 23, 2014, and April 30, 2015, Longmen Joint Venture signed two-to-three-year payment extension agreements with Company D, E, F, G and H listed below. In total, Longmen Joint Venture can obtain $397.2 million in financial support from payment extensions granted by the following five companies:

Company	Financing Period	Financing Amount (in millions)

Company D – related party	April 22, 2014 – April 22, 2017	$	78.5
Company E – related party	April 23, 2014 – April 23, 2017		83.2
Company F – related party	April 22, 2014 – April 22, 2017		78.5
Company G – related party	April 30, 2015 – April 30, 2018		78.5
Company H – related party	April 30, 2015 – April 30, 2018		78.5
Total		$	397.2

As of the date of this report, our payables to Company D, Company E, Company F, Company G, and Company H are approximately $0.1 million, $0, $17.5 million, $3.2 million, and $0.8 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 September 30, 2015, Longmen Joint Venture has collected a total amount of $6.3 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, 2015 onwards.

With the financial support from the banks and the companies above and management’s continued effort in obtaining additional financial supports from banks and other companies, management plans outlined above and summarized below are expected to provide sufficient funds to meet its future operations, working capital requirements and debt obligations until the end of September 30, 2016. However, these plans are based on the Company's operating results not continuing to deteriorate and on significant vendors and related parties, most of which are also exposed to the challenging operating climate within the steel industry, being able to provide continued financial support. In addition, even if the steel business assets can be disposed of on terms favorable to the Company, the new business ventures recently established or acquired are not yet profitable or proven. As such, there continues to be substantial doubt about the Company’s ability to continue as a going concern.

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 September 30, 2016
Current liabilities over current assets (excluding deferred lease income) as of September 30, 2015 (unaudited)	$	(1,481.0	)
Projected cash financing and outflows:
Cash provided by line of credit from banks		144.4
Cash provided by vendor financing		1,019.9
Cash provided by other financing		397.2
Cash provided by sales representatives		6.3
Cash projected to be used in operations in the twelve months ended September 30, 2016		(30.3	)
Cash projected to be used for financing cost in the twelve months ended September 30, 2016		(46.6	)
Net projected change in cash for the twelve months ended September 30, 2016	$	9.9

(e)

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. Significant accounting estimates reflected in the Company’s consolidated financial statements include the fair value of the profit sharing liability, the useful lives of and the weighted average calculation used in the 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.

One of the Company’s most significant estimates are the determination of fair value of the profit sharing liability see note 2(h). Since the liability is calculated and largely based on management’s expectations of product demand, pricing, raw materials cost and projected manufacturing efficiencies, it is susceptible to material changes when actual results deviate from those expectations. While management believes its current assumptions are reasonable and achievable, there is no assurance that those future expectations will be met or that significant adjustments won’t be required in the future.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(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.

Through the quarter ended September 30, 2015, the Company has incurred recurring losses from the Company’s operations from the last several years as the Company’s steel business has faced very tough market conditions and challenging profitability. Management has continued its effort to implementing cost savings on our manufacturing overhead costs and to reduce our unit production cost. The Company has forecasted its loss will continue until year 2021 and is expected to make a turning point and become profitable in year 2022 and beyond. The Company’s forecast is based on current market condition, if the future market condition is different from its forecast, the Company might continue to incur additional loss in 2022 and beyond and the Company’s assets pool of its long-lived assets may become further impaired- see note 2(j).

The Company has significant exposure to the price fluctuation of raw materials and energy prices as part of its normal operations. As of September 30, 2015 and December 31, 2014, the Company did 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 September 30, 2015 and December 31, 2014 amounted to $164.3 million and $367.2 million, including $0.2 million and $1.0 million that were deposited in Shaanxi Coal and Chemical Industry Group Financial Co., Ltd., a related party, respectively. As of September 30, 2015, $4.9 thousand 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.

Two of the Company’s customers individually accounted for 15.0% and 13.9% of total sales from operations held for sale for the three months ended September 30, 2015 while none of the Company’s customers individually accounted for more than 10% of total sales for the nine months ended September 30, 2015. One of the Company’s customers from continuing operations individually accounted for 49.8% of total accounts receivable, including related parties as of September 30, 2015. None of the Company’s customers individually accounted for more than 10% of the Company’s total sales for the three and nine months ended September 30, 2014, respectively. One customer from continuing operations individually accounted 20.5% and one customer from operations held for sale accounted for 32.1% of total accounts receivable, including related parties as of December 31, 2014, respectively.

None of the Company’s supplier individually accounted for more than 10% of the total purchases for the three months and nine months ended September 30, 2015, respectively. None of the Company’s suppliers individually accounted for more than 10% of the total purchases for the three and nine months ended September 30, 2014. None of the Company’s suppliers individually accounted for more than 10% of total accounts payable as of September 30, 2015 and December 31, 2014.

(g)

Foreign currency translation and other comprehensive income

The reporting currency of the Company is the U.S. dollar. The Company’s subsidiaries and VIE 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.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Translation adjustments included in accumulated other comprehensive income amounted to $41.8 million and $0.6 million as of September 30, 2015 and December 31, 2014, respectively. The balance sheet amounts, with the exception of equity at September 30, 2015 and December 31, 2014 were translated at 6.37 RMB and 6.14 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, 2015 and 2014 were 6.28 RMB and 6.16 RMB, respectively. The average translation rates applied to statement of operations accounts for the nine months ended September 30, 2015 and 2014 were 6.18 RMB and 6.15 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 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, short term investments, 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 carrying value of the long term loans-related party approximates its fair value as of the reporting date as their stated interest rates approximate current market rates available.

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.

As described in Note 15 - Capital lease obligations, payments related to the capital lease of the Asset Pool consist of two components: (1) a fixed monthly payment of $2.3 million (RMB 14.6 million), based on Shaanxi Steel’s cost to construct the assets, to be paid for the 20 year term of the Unified Management Agreement; and (2) 40% of any remaining pre-tax profits from the Asset Pool, which includes Longmen Joint Venture and the constructed iron and steel making facilities. The aforementioned profit sharing component meets the definition of a derivative instrument under ASC 815-10-15-83 and, accordingly, the profit sharing liability is accounted for separately as a derivative liability. It was recognized initially at its estimated fair value at inception. The estimated fair value is adjusted each reporting period, with changes in the estimated fair value of the profit sharing liability charged or credited to operating income each period.

The Company determines the fair value of the profit sharing liability using Level 3 inputs by considering the present value of Longmen Joint Venture’s projected profits/losses, discounted based on our average borrowing rate, which is currently 6.5%.

The fair value of the profit sharing liability will change each period as a result of (a) any changes in our estimate of Longmen Joint Venture’s projected profits/losses over the remaining term of the Agreement, (b) any change in the discount rate used, based on changes in our current or expected borrowing rate, (c) the change in fair value related to the passage of time and change in the number of future periods over which the present value of future cash flows is estimated and (d) any difference between the previously estimated operating results for the current period and actual results.

Each period, the Company considers whether the discount rate based on the Company’s average borrowing rate should be adjusted based upon the current and expected future financial condition of the Company. On November 22, 2014, the People’s Bank of China decreased standard bank borrowing rate across the board by 0.4%. Accordingly, the Company adjusted down the present value discount rate for profit sharing liability by 0.4% from 7.3% to 6.9%. On May 11, 2015, the People’s Bank of China decreased the standard bank borrowing rate again across the board by 0.25%. Accordingly, the Company adjusted down the present value discount rate for profit sharing liability by 0.25% from 6.9% to 6.7%. On June 27, 2015 the People’s Bank of China decreased the standard bank borrowing rate again across the board by 0.25%. Accordingly, the Company adjusted down the present value discount rate for profit sharing liability by 0.25% from 6.7% to 6.5%.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The projected profits/losses in Longmen Joint Venture are based upon, but not limited to, the following assumptions:

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

interest rate index

gross national product index

industry index

government policy

The major drivers of the change in our estimate were the continuing decrease in the selling price of our products as well as a continuing downtrend in the sluggish infrastructure investment and consumption growth for the next ten years or so. As such, as of December 31, 2014 financial statement issuance we had lowered our projected growth in the steel market for approximately ten years as compared to our previous estimates at December 31, 2013. The variables and the impact on our inputs to the 2014 valuation of profit sharing fair value, as compared to the 2013 valuation of the profit sharing fair value can be summarized as follows:

Volume Inputs: The most recent 5 year China GDP forecast and Shaanxi GDP forecast decreased on average by 0.4% and 1.4% of GDP, respectively, versus the forecast used in 2013.

Steel Sales Price Inputs: The most recent China Steel Association price index, together with our actual result decreased, on average, by 5.6% versus the same forecast used in 2013.

Raw Material Cost Inputs: The most recent China Steel Association price index, together with the our actual result decreased, on average, by 4.7% versus the same forecast used in 2013

The above reduced our Gross Profit margin over the next 5 years by, on average, 0.4% from the 2013 valuation. In addition, the above reduced our Gross Profit margin over the remaining profit sharing period of 11.33 years by, on average, 1.75% from the 2013 valuation at December 31, 2014.

As a result of the changes in valuation inputs noted above for the year ended December 31, 2014, the Company recognized a gain on the change in the fair value of the profit sharing liability of $91.0 million due to a $110.6 million reduction in the fair value of profit sharing liability resulting from the change in estimates of future operating profits and a $0.1 million reduction resulting from the Asset Pool’s operating results for the year ended December 31, 2014 being slightly less favorable than previously estimated as of December 31, 2013, offset by a $8.1 million loss resulting from the 0.4% reduction of the present value discount rate and a $11.5 million loss from the present value discount.

For the three months ended March 31, 2015, the Company recognized a $12.9 million reduction in the fair value of profit sharing liability resulting from the change in estimates of future operating profits based on the April 2015 actual operating results and consideration for the Chinese steel market trends in April 2015 as well as the May 11, 2015 change to the Borrowing Rate by 0.25%. These further recent changes in market conditions resulted in a decrease in the expected liability of $16.6 million primarily from adjustments to the 2015 and 2016 expected cash flows as well as a $2.5 million loss from the reduction in the present value discount rate of 0.25% and a $1.2 million loss from the present value discount.

The variables and the impact on the Company’s inputs to the first quarter of 2015 valuation of profit sharing fair value, as compared to the 2014 valuation of the profit sharing fair value can be summarized as follows:

	-	Volume Inputs: the Company reduced our projected sales volume in 2015 by 3% versus the forecast used in 2014.
	-	Steel Sales Price Inputs: the Company reduced our projected selling price in 2015 by 12% versus the forecast used in 2014 and reduced our projected selling price in 2016 by 7% versus the forecast used in 2014.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the three months ended June 30, 2015, the Company recognized a $57.5 million reduction in the fair value of profit sharing liability resulting from the change in estimates of future operating profits based on the actual operating results through June 2015 and the continued deterioration of steel market conditions in the second quarter of 2015, which deviated from our previously anticipated industry environment improvement, as well as the June 27, 2015 change to the Borrowing Rate by 0.25%. These further recent changes in market conditions resulted in a decrease in the expected liability of $54.8 million primarily from adjustments to the 2015 to 2031 expected cash flows as well as a $2.6 million loss from the reduction in the present value discount rate of 0.25%, a $1.2 million loss from the present value discount, and a $6.5 million gain resulting from the Asset Pool’s operating results for the three months ended June 30, 2015 being less favorable than previously estimated as of March 31, 2015. The estimated fair value of the profit sharing liability at June 30, 2015 was reduced to $0. At the same time, the reduction in the estimated future cash flows expected to be generated from Longmen Joint Venture’s operations caused the value of the Assets Pool to fall below the carrying value of Longmen Joint Venture’s long-lived assets, which triggered an impairment of $973.9 million (see Note 2(j)).

The variables and the impact on the Company’s inputs to the second quarter of 2015 valuation of profit sharing fair value, as compared to the first quarter valuation of the profit sharing fair value can be summarized as follows:

	-	Volume Inputs: the Company increased our projected sales volume between 2015 and 2031 in response to recent policy initiatives from the Chinese government to boost infrastructure investment and further steel industry consolidation.
	-	Steel Sales Price Inputs: the Company reduced our projected selling price in 2015 by 19% versus the forecast used in the first quarter of 2015 and reduced our projected selling price between 2016 and 2031 proportionally based on the reduction for 2015.
	-	Raw Material Cost Inputs: based on the actual results in the second quarter of 2015 and the latest market trends, the Company reduced cost of goods sold in 2015 by 12% versus the forecast used in the first quarter of 2015 and reduced our projected cost of goods sold between 2016 and 2031 proportionally based on the reduction for 2015.

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 in operations held for sale as of December 31, 2014:

(in thousands)	Carrying Value as of December 31, 2014		Fair Value Measurements at December 31, 2014 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Profit sharing liability	$	70,422	$	-	$	-	$	70,422

The following is a reconciliation of the beginning and ending balance of the assets and liabilities measured at fair value on a recurring basis in operations held for sale for the nine months ended September 30, 2015 and for the year ended December 31, 2014:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Beginning balance	$	70,422		$	162,295
Change in fair value of profit sharing liability:
Change in preset value of estimate of future operating profits		(71,395	)		(110,589	)
Change in discount rate		5,012			8,106
Interest expense - present value discount amortization		2,443			11,544
Difference between the previously estimated operating results for the current period and actual results		(6,483	)		(79	)
Exchange rate effect		1			(855	)
Ending balance	$	-		$	70,422

The Company did not identify any other assets or liabilities that are required to be presented on the balance sheet at fair value.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(i)

Notes receivable

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 continuing operations amounted to $0 and $0 for the three months ended September 30, 2015 and 2014, respectively.

Interest expense for early submission request of payment for operations to be disposed amounted to $1.5 million and $10.2 million for the three months ended September 30, 2015 and 2014, respectively.

Interest expenses for early submission request of payment for continuing operations amounted to $0.9 million and $0 for the nine months ended September 30, 2015 and 2014, respectively.

Interest expenses for early submission request of payment for operations to be disposed amounted to $17.8 million and $37.1 million for the nine months ended September 30, 2015 and 2014, 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		10-20 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.

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.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Due to the recurring losses in the Longmen Joint Venture’s operations, the most recent economic down turn, the major sell off of the Chinese stock market and the lacking of government expansion in major infrastructure, the Company has considered Longmen Joint Venture’s carrying amount for property and equipment not being recoverable. The Company uses the undiscounted cash flow approach for the purpose of performing a recoverability test, which includes future cash inflows less associated cash outflows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the assets. For purposes of assessment, the long lived assets were grouped at the lowest level for which there is identifiable cash flows. The major groupings analyses include Longmen Joint Venture, Maoming Hengda and General Steel (China). Further, our estimate of future cash flows includes estimated future cash flows necessary to maintain our existing production potential over the entire period and within the various groups. The projections are based on a best estimate approach of likely outcomes. When the Company identifies an impairment, the Company reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flows method. As of September 30, 2015, the Company expects Longmen Joint Venture’s long-lived assets to be not fully recoverable and recognized an impairment loss of $973.9 million to reduce its carrying value to its fair value. See note 8 for further details.

(k)

Intangible assets

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, 2015, 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 $3.9 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.

Long Steel Group contributed land use rights for a total amount of $24.2 million (RMB 148.3 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 $2.7 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)	$	3,723	2050 & 2053
Longmen Joint Venture (operation held for sale)	$	23,267	2048 & 2052
Maoming Hengda (operation held for sale)	$	2,604	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.

(l)

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.

The table below summarizes Longmen Joint Venture’s investment holdings, held for sale as of September 30, 2015 and December 31, 2014.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unconsolidated entities		Year acquired		September 30, 2015 Net investment (In thousands)				Owned %				December 31, 2014 Net investment (In thousands)				Owned %
Xi’an Delong Powder Engineering Materials Co., Ltd.		2007		$	1,043				24.1			$	1,153				24.1

The table below summarizes General Steel (China)’s investment holding as of September 30, 2015 and December 31, 2014.

Unconsolidated entities		Year acquired		September 30, 2015 Net investment (In thousands)				Owned %				December 31, 2014 Net investment (In thousands)				Owned %
Tianwu General Steel Material Trading Co., Ltd.		2010		$	15,087				32.0			$	15,670				32.0

Total investment loss in unconsolidated subsidiaries from continuing operations amounted to $0 and $0 thousand for the three months ended September 30, 2015 and 2014, respectively, which was included in “Income from equity investments” in the condensed consolidated statements of operations and comprehensive loss. Total investment income (loss) in unconsolidated subsidiaries from continuing operations amounted to $(5.4) thousand and $0 for the nine months ended September 30, 2015 and 2014, respectively, which was included in “Income from equity investments” in the condensed consolidated statements of operations and comprehensive loss.

Total investment income in unconsolidated subsidiaries from operations held for sale amounted to $29 thousand and $32 thousand for the three months ended September 30, 2015 and 2014, respectively, which was included in net loss from operations to be disposed in the condensed consolidated statements of operations and comprehensive loss. Total investment income in unconsolidated subsidiaries from operations held for sale amounted to $31 thousand and $99 thousand for the nine months ended September 30, 2015 and 2014, respectively, which was included in net loss from operations to be disposed in the condensed consolidated statements of operations and comprehensive loss.

(m)

Revenue recognition

Sales is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, the Company has no other significant obligations and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are recorded as customer deposits. Sales represent the invoiced value of goods, net of value-added tax (VAT). All of the Company’s products sold in the PRC are subject to a Chinese value-added tax at a rate of 13% or 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing the finished product.

The Company engages in trading transactions in which the Company acts as an agent between the suppliers and the customers. The trading arrangements are such that the suppliers are the primary obligators, the Company does not have any general inventory risk, physical inventory loss risk or credit risk, and the Company does not have much latitude in establishing price. Sales and cost of goods sold from these trading arrangements are recorded at the net amount retained in accordance with ASC 605-45. Sales in trading transactions, which were netted against corresponding cost of goods sold, amounted to $64.8 million and $99.8 million for the three months ended September 30, 2015 and 2014, respectively, and $299.6 million and $218.9 million for the nine months ended September 30, 2015 and 2014, respectively. The net gain (loss) included in either net sales or cost of sales from continuing operations amounted to $1.2 million and $(0.3) million for the three months ended September 30, 2015 and 2014, respectively, and $1.2 million and $(0.7) million for the nine months ended September 30, 2015 and 2014, respectively.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(n)

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 meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations (which we presented as operations to be disposed), less applicable income taxes (benefit), shall be reported as a component 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 Classified as Held for Sale in the Condensed Consolidated Balance Sheet.

	September 30,		December 31,
(In thousands)	2015		2014
	(Unaudited)
Carrying amounts of major classes of assets included as part of discontinued operations:

CURRENT ASSETS:
Cash	$	1,832	$	11,467
Restricted cash		149,853		341,024
Notes receivable		4,800		10,290
Restricted notes receivable		21,359		111,801
Loans receivable		40,951		36,001
Accounts receivable, net		6,115		5,671
Accounts receivable - related parties, net		3,502		7,838
Other receivables, net		61,894		54,680
Other receivables - related parties, net		37,704		35,790
Inventories		108,583		156,327
Advances on inventory purchase, net		17,969		17,364
Advances on inventory purchase - related parties		11,391		38,560
Prepaid expense and other		2,278		4,568
Prepaid taxes		3,341		5,060
Short-term investment		2,667		2,688
Total current assets held for sale		474,239		839,129

OTHER ASSETS:
Property and equipment, net		543,026		1,541,188
Advances on equipment purchase		2,151		11,438
Investment in unconsolidated entities		1,043		1,153
Long-term deferred expense		37		41
Intangible assets, net of accumulated amortization		21,662		22,960
Total other assets held for sale		567,919		1,576,780

Total assets of the disposal group classified as held for sale	$	1,042,158	$	2,415,909

Carrying amounts of major classes of liabilities included as part of discontinued operations:
CURRENT LIABILITIES:
Short term notes payable	$	393,996	$	638,829
Accounts payable		560,455		612,801
Accounts payable - related parties		265,214		205,914
Short term loans - bank		57,661		216,940
Short term loans - others		56,762		60,717
Short term loans - related parties		345,712		45,710
Other payables and accrued liabilities		59,220		48,575
Other payables - related parties		34,850		81,390
Customer deposits		32,363		87,372
Customer deposits - related parties		74,008		34,895
Deposit due to sales representatives		4,020		17,871
Deposit due to sales representatives - related parties		2,291		2,509
Taxes payable		5,842		4,026
Deferred lease income, current		2,096		2,176
Capital lease obligations, current		10,156		8,508
Total current liabilities held for sale		1,904,646		2,068,233

NON-CURRENT LIABILITIES HELD FOR SALE
Long-term loans - related party		339,437		339,549
Deferred lease income, noncurrent		68,463		72,713
Capital lease obligations, noncurrent		389,217		393,252
Profit sharing liability at fair value		-		70,422
Total non-current liabilities held for sale		797,117		875,936

Total liabilities of the disposal group classified as held for sale	$	2,701,763	$	2,944,169

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Reconciliation of the Carrying Amounts of Major Classes of Net Loss from Operations to be Disposed Classified as Held for Sale in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

	For the three months ended September 30,						For the nine months ended September 30,
	2015			2014			2015			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
SALES	$	341,130		$	456,157		$	1,066,576		$	1,476,784
SALES - RELATED PARTIES		187,955			106,680			319,276			268,262
TOTAL SALES		529,085			562,837			1,385,852			1,745,046
COST OF GOODS SOLD		373,998			447,227			1,180,748			1,459,982
COST OF GOODS SOLD - RELATED PARTIES		203,839			105,733			350,274			269,207
TOTAL COST OF GOODS SOLD		577,837			552,960			1,531,022			1,729,189
GROSS (LOSS) PROFIT		(48,752	)		9,877			(145,170	)		15,857

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(19,326	)		(14,369	)		(55,179	)		(49,353	)
EXCESS OVERHEAD DURING MAINTENANCE		(3,258	)		-			(27,701	)		-
IMPAIRMENT CHARGE		-			-			(973,860	)		-
CHANGE IN FAIR VALUE OF PROFIT SHARING LIABILITY		-			14,727			70,423			11,758
(LOSS) INCOME FROM OPERATIONS		(71,336	)		10,235			(1,131,487	)		(21,738	)

OTHER INCOME (EXPENSE)
Interest income		793			2,686			4,494			9,461
Finance/interest expense		(21,282	)		(17,832	)		(69,086	)		(69,953	)
Loss on disposal of equipment and intangible assets		(13	)		(21	)		(41	)		(117	)
Income from equity investments		29			32			31			99
Foreign currency transaction loss		(702	)		71			(2,185	)		(1,746	)
Lease income		532			542			1,620			1,630
Other non-operating income (expense), net		1,013			(249	)		1,152			(580	)
Other expense, net		(19,630	)		(14,771	)		(64,015	)		(61,206	)
LOSS BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST		(90,966	)		(4,536	)		(1,195,502	)		(82,944	)
PROVISION FOR INCOME TAXES		80			93			221			205
NET LOSS FROM OPERATIONS TO BE DISPOSED		(91,046	)		(4,629	)		(1,195,723	)		(83,149	)
Less: Net loss attributable to noncontrolling interest from operations to be disposed		(34,016	)		(1,674	)		(482,248	)		(33,229	)
NET LOSS FROM OPERATIONS TO BE DISPOSED ATTRIBUTABLE TO GENERAL STEEL HOLDINGS, INC.	$	(57,030	)	$	(2,955	)	$	(713,475	)	$	(49,920	)

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(o)

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no effect on the accompanying unaudited condensed consolidated statements of operations and cash flows.

(p)

Recently issued accounting pronouncements

In February 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-02, Amendments to the Consolidation Analysis. Under both current GAAP requirements and the amendments in this update, a decision maker is determined to be the primary beneficiary of a VIE if it satisfies both the power and the economics criteria. The primary beneficiary consolidates a VIE because it has a controlling financial interest. Under the requirements in current GAAP, if a fee arrangement paid to a decision maker, such as an asset management fee, is determined to be a variable interest in a VIE, the decision maker must include the fee arrangement in its primary beneficiary determination and could consolidate the VIE on the basis of power (decision-making authority) and economics (the fee arrangement). However, the amendments in this Update specify that some fees paid to a decision maker are excluded from the evaluation of the economics criterion if the fees are both customary and commensurate with the level of effort required for the services provided. Those amendments make it less likely for a decision maker to meet the economics criterion solely on the basis of a fee arrangement. The amendments in this update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. Management is evaluating the impact that will arise from these Amendments.

In April 2015, the FASB issued authoritative guidance on accounting for Interest-Imputation of Interest (Subtopic 835-30); Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). This update requires that debt issuance cost related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts, without changing existing recognition and measurement guidance for debt issuance costs. The new guidance is required to be applied on a retrospective basis and to be accounted for as a change in an accounting principle. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years and early adoption of the amendments in this update is permitted. The Company has applied early adoption of this standard in the second quarter of 2015. The implementation of this standard resulted in the reclassification of certain debt issuance costs from deferred financing cost to a reduction in the carrying amount of the related debt liability within the Company’s unaudited condensed consolidated balance sheets.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In July 2015, the FASB issued ASU No. 2015-11, an amendment to Topic 330 for simplifying the measurement of inventory. The update requires that inventory be measured at the lower of cost and net realizable value where net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendment is intended to provide clarification on the measurement and disclosure of inventory in Topic 330 and not intended for those clarifications to result in any changes in practice. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted for all entities and should be applied prospectively. The Company does not expect the adoption of ASU 2015-11 to have material impact on the Company’s unaudited condensed consolidated financial statements.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, to defer the effective date of ASC 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASC 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Management is evaluating the effect, if any, on the Company’s unaudited condensed consolidated financial statements

Note 3 – Loans receivable

Loans receivable, including to related parties represent amounts the Company expects to collect from unrelated and related parties upon maturity.

The Company had the following loan receivable held for sale due within one year as of:

	September 30, 2015		December 31, 2014
	(in thousands)		(in thousands)
Loan to unrelated party; due on demand; interest rate is 8.0%.	$	40,951	$	36,001

The Company has the following loans receivable – related parties in continuing operations due within one year as of:

	September 30, 2015		December 31, 2014
	(in thousands)		(in thousands)
Loan to Tianjin Hengying Trading Co., Ltd.; due on demand; interest rate is 10.0%.	$	-	$	13,997
Loan to Tianjin Dazhan Industry Co., Ltd.; due on demand; interest rate is 10.0%.		-		14,617
Loan to Beijing Shenghua Xinyuan Metal Materials Co., Ltd.; due on demand; interest rate is 10.0%.		5,874		6,099
Total loans receivable – related parties	$	5,874	$	34,713

See Note 18 “Related party transactions and balances” for the nature of the relationship of related parties.

Total interest income for the loans in continuing operations amounted to $0.8 million and $0.1 million for the three months ended September 30, 2015 and 2014, respectively.

Total interest income for the loans in continuing operations amounted to $2.0 million and $0.2 million for the nine months ended September 30, 2015 and 2014, respectively.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 – Accounts receivable (including related parties), net

Accounts receivable, including related party receivables, net of allowance for doubtful accounts consists of the following:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Accounts receivable	$	16,791		$	9,804
Less: allowance for doubtful accounts		(489	)		(483	)
Accounts receivable – related parties		4,291			8,624
Less: allowance for doubtful accounts – related parties		(122	)		(126	)
Net accounts receivable		20,471			17,819
Less: accounts receivable, net held for sale		(9,617	)		(13,509	)
Net accounts receivable - continuing operations	$	10,854		$	4,310

Movement of allowance for doubtful accounts is as follows:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Beginning balance	$	609		$	1,053
Charge to expense		24			368
Less: recovery		-			(8	)
Deconsolidation of Baotou Steel					(798	)
Exchange rate effect		(22	)		(6	)
Ending balance		611			609
Less: balance held for sale		(611	)		(609	)
Ending balance – continuing operations	$	-		$	-

Note 5 – Other receivables (including related parties), net

Other receivables, including related party receivables, net of allowance for doubtful accounts consists of the following:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Other receivables	$	84,797		$	73,944
Less: allowance for doubtful accounts		(13,475	)		(10,198	)
Other receivables – related parties		42,450			39,734
Less: allowance for doubtful accounts – related parties		(63	)		(64	)
Net other receivables		113,709			103,416
Less: other receivables, net held for sale		(99,598	)		(90,470	)
Net other receivables – continuing operations	$	14,111		$	12,946

Movement of allowance for doubtful accounts, including related parties, is as follows:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Beginning balance	$	10,262		$	2,606
Charge to expense		3,771			7,670
Less: recovery		(7	)		(6	)
Exchange rate effect		(488	)		(8	)
Ending balance		13,538			10,262
Less: balance held for sale		(13,538	)		(10,262	)
Ending balance – continuing operations	$	-		$	-

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6 – Inventories

Inventories consist of the following:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Supplies	$	14,553		$	18,838
Raw materials		56,951			143,563
Finished goods		46,664			12,301
Less: allowance for inventory valuation		(9,585	)		(18,375	)
Total inventories		108,583			156,327
Less: inventories held for sale		(108,583	)		(156,327	)
Inventories – continuing operations	$	-		$	-

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 September 30, 2015 and December 31, 2014, the Company had provided allowance for inventory valuation in the amounts of $9.6 million and $18.4 million, respectively.

Movement of allowance for inventory valuation is as follows:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Beginning balance	$	18,375		$	15,397
Addition		50,263			18,362
Less: write-off		(58,542	)		(15,311	)
Exchange rate effect		(511	)		(73	)
Ending balance	$	9,585		$	18,375

Note 7 – Advances on inventory purchases

Advances on inventory purchases, including related party, net of allowance for doubtful accounts consists of the following:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Advances on inventory purchases	$	35,468		$	76,320
Less: allowance for doubtful accounts		(1,962	)		(2,501	)
Advances on inventory purchases – related parties		11,391			45,617
Net advances on inventory purchases		44,897			119,436
Less: advances on inventory purchases held for sale		(29,360	)		(55,924	)
Net advances on inventory purchases – continuing operations	$	15,537		$	63,512

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Movement of allowance for doubtful accounts, including related parties, is as follows:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Beginning balance	$	2,501		$	105
Charge to expense		-			2,395
Exchange rate effect		(539	)		1
Ending balance		1,962			2,501
Less: balance held for sale		(376	)		(904	)
Ending balance – continuing operations	$	1,586		$	1,597

Note 8 – Plant and equipment, net

Plant and equipment consist of the following:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Buildings and improvements	$	221,846		$	279,776
Machinery		455,077			669,427
Machinery under capital lease		294,157			626,735
Transportation and other equipment		15,778			22,765
Construction in progress		8,859			342,660
Subtotal		995,717			1,941,363
Less: accumulated depreciation		(452,691	)		(398,227	)
Total		543,026			1,543,136
Less: plant and equipment, net held for sale		(543,026	)		(1,541,188	)
Plant and equipment, net – continuing operations	$	-		$	1,948

Construction in progress for assets held for sale consisted of the following as of September 30, 2015:

	Value		Completion	Estimated additional cost to complete
Description	(In thousands)		Date	(In thousands)
Restructuring of ventilation system		2,071	December 2015		2,325
Energy management system		3,869	December 2015		204
Reconstruction of miscellaneous factory buildings		474	December 2015		4,645
Project materials		2,061			-
Others		384			-
Total	$	8,859		$	7,174

The Company is obligated under a capital lease for the iron and steel making facilities, including one sintering machine, two converters, two blast furnaces and some auxiliary systems that expire on April 30, 2031. During 2013, Longmen Joint Venture entered into a number of capital lease agreements for energy-saving equipment installed throughout the steel production line. The Company is obligated under the capital lease for the equipment upon the confirmation of the energy-saving rate between the Company and its vendors.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The carrying value of assets acquired under the capital lease under operations held for sale consists of the following:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Machinery	$	294,157		$	626,735
Less: accumulated depreciation		(121,680	)		(107,782	)
Carrying value of leased assets	$	172,477		$	518,953

Long-lived assets, including construction in progress, 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 assessed the recoverability of all of its remaining long-lived assets at September 30, 2015 and December 31, 2014, respectively. While such assessment did not result in any impairment charges as of December 31, 2014, as the Chinese steel industry conditions continued to worsen during the six months ended June 30, 2015, which deviated from the Company’s previous anticipated industry environment improvement, the sum of the discounted cash flows expected to generate from the long-lived assets and their disposition were less than the carrying value by $973.9 million (RMB 6.0 billion). As a result, an impairment was recorded and included in operating expenses for the six months ended June 30, 2015 (see Note 2(f)). The discounted cash flows were determined using certain expected changes to the current operational assumptions using the average of three possible cash flow scenarios (see Note 2(j)). If those expectations are not met, the Company may be required to record additional impairment charges in future periods. The Company reassessed the recoverability of its remaining long-lived assets at September 30, 2015 and deemed the remaining long-lived assets to be fully recoverable.

Depreciation expense from continuing operations for the three months ended September 30, 2015 and 2014 amounted to $0.6 million and $0.6 million, respectively.

Depreciation expense from operations to be disposed for the three months ended September 30, 2015 and 2014 amounted to $15.2 million and $23.1 million, respectively. These amounts include depreciation of assets held under capital leases for the three months ended September 30, 2015 and 2014, which amounted to $7.6 million and $7.7 million, respectively (See Notes 2(j) and 2(f)).

Depreciation expense from continuing operations for the nine months ended September 30, 2015 and 2014 amounted to $1.9 million and $1.5 million, respectively.

Depreciation expense from operations to be disposed for the nine months ended September 30, 2015 and 2014 amounted to $70.0 million and $69.5 million, respectively. These amounts include depreciation of assets held under capital leases for the nine months ended September 30, 2015 and 2014, which amounted to $23.5 million and $23.3 million, respectively (See Notes 2(j) and 2(f)).

Note 9 – Intangible assets, net

Intangible assets consist of the following:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Land use rights	$	29,594		$	30,726
Mining right		2,357			2,447
Software		1,076			1,058
Subtotal		33,027			34,231
Less:
Accumulated amortization – land use rights		(9,281	)		(9,127	)
Accumulated amortization – mining right		(1,319	)		(1,431	)
Accumulated amortization – software		(765	)		(713	)
Subtotal		(11,365	)		(11,271	)
Intangible assets, net		21,662			22,960
Less: intangible assets, net held for sale		(21,662	)		(22,960	)
Intangible assets, net – continuing operations	$	-		$	-

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The gross amount of the intangible assets amounted to $33.0 million and $34.2 million as of September 30, 2015 and December 31, 2014, respectively. The remaining weighted average amortization period is 32.0 years as of September 30, 2015.

Total amortization expense from operations to be disposed for the three months ended September 30, 2015 and 2014 amounted to $0.2 million and $0.1 million, respectively.

Total amortization expense from operations to be disposed for the nine months ended September 30, 2015 and 2014 amounted to $0.6 million and $0.6 million, respectively.

Total depletion expense from operations to be disposed for the three months ended September 30, 2015 and 2014 amounted to $0.04 million and $0.04 million, respectively.

Total depletion expense from operations to be disposed for the nine months ended September 30, 2015 and 2014 amounted to $0.1 million and $0.1 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)
September 30, 2016	$	944		20,718
September 30, 2017		944		19,774
September 30, 2018		944		18,830
September 30, 2019		944		17,886
September 30, 2020		944		16,942
Thereafter		16,942		-
Total	$	21,662

Note 10 – 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 from continuing operations amounted to $12.6 million and $14.7 million as of September 30, 2015 and December 31, 2014, respectively. Restricted cash as a guarantee for the notes payable held for sale amounted to $139.6 million and $324.7 million as of September 30, 2015 and December 31, 2014, respectively. Restricted notes receivable as a guarantee for the notes payable from continuing operations amounted to $0 and $0 as of September 30, 2015 and December 31, 2014, respectively. Restricted notes receivable as a guarantee for the notes payable held for sale amounted to $21.4 million and $0 as of September 30, 2015 and December 31, 2014, 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:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
General Steel (China): Notes payable to various banks in China, due various dates from October 2015 and March 2016. Restricted cash required of $12.6 million and $14.7 million as of September 30, 2015 and December 31, 2014, respectively; guaranteed by third parties. These notes payable were either repaid or renewed subsequently on the due dates.	$	20,405		$	22,806
Longmen Joint Venture: Notes payable to various banks in China, due various dates from October 2015 and March 2016. $139.6 million restricted cash and $21.4 million notes receivable are secured for notes payable as of September 30, 2015, and comparatively $324.7 million restricted cash and $0 notes receivable are secured for notes payable as of December 31, 2014, respectively; some notes are further guaranteed by third parties. These notes payable were either repaid or renewed subsequently on the due dates.		393,996			638,829
Total short-term notes payable		414,401			661,635
Less: short-term notes payable held for sale		(393,996	)		(638,829	)
Short-term notes payable – continuing operations	$	20,405		$	22,806

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

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
General Steel (China): Loans from various banks in China, due various dates from December 2015 to August 2016. Weighted average interest rate was 7.3% per annum and 7.2% per annum as of September 30, 2015 and December 31, 2014, respectively; some are guaranteed by third parties and related parties. These loans were either repaid or renewed subsequently on the due dates.	$	38,127		$	40,562
Longmen Joint Venture: Loans from various banks in China, due various dates from July 2015 to May 2016. Weighted average interest rate was 7.7% per annum and 7.1% per annum as of September 30, 2015 and December 31, 2014, respectively; some are guaranteed by third parties and related parties, $9.8 million restricted cash and comparatively $16.3 million restricted cash and $111.8 million notes receivable were secured for the loans as of September 30, 2015 and December 31, 2014, respectively; These loans were either repaid or renewed subsequently on the due dates.		57,661			216,940
Total short-term loans – bank		95,788			257,502
Less: short-term loans – bank held for sale		(57,661	)		(216,940	)
Short-term loans – bank – continuing operations	$	38,127		$	40,562

As of December 31, 2014, the Company had not met its financial covenants stipulated by certain loan agreements related to the Company’s debt to asset ratio. Two of General Steel (China)’s bank loans contained financial covenants stipulating debt to asset ratios below 70%. At December 31, 2014, General Steel (China)’s debt to asset ratio was 90.8%.

Furthermore, the Company was a party to a loan agreement with a cross default clause whereby any breach of loan covenants would automatically result in default of the loan. The outstanding balance of the short term loans affected by the above breach of covenants and cross default as of December 31, 2014 was $4.7 million. According to the Company’s short term loan agreements, the banks had the rights to request for more collateral or additional guarantees if the breach of covenant was not remedied or request early repayment of the loan if the Company did not cure such breach within a certain period of time. As of the date of this report, the Company has repaid these loans and did 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

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Longmen Joint Venture: Loans from various unrelated companies and individuals, due various dates from October 2015 and September 2016, and weighted average interest rate was 14.2% per annum and 5.7% per annum as of September 30, 2015 and December 31, 2014, respectively. These loans were either repaid or renewed subsequently on the due dates.	$	46,878		$	16,999
Longmen Joint Venture: Loans from financing sales.		9,414			37,525
General Steel (China): Loan from unrelated party, due October 2015, interest rate was 18.0% per annum as of September 30, 2015.		1,569			-
Maoming Hengda: Loans from one unrelated parties and one related party, due on demand, none interest bearing.		470			6,193
Total short-term loans – others		58,331			60,717
Less: short-term loans – others held for sale		(56,762	)		(54,524	)
Short-term loans – others – continuing operations	$	1,569		$	6,193

The Company had various loans from unrelated companies amounting to $58.3 million and $60.7 million as of September 30, 2015 and December 31, 2014, respectively. Of the $58.3 million, $0.5 million loans carry no interest, $9.4 million of financing sales are subject to interest rates ranging between 4.6% and 12.0%, and the remaining $48.4 million are subject to interest rates ranging from 12.0% to 22.0%. 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 4.6% to 12.0% 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 4.6% to 12.0% 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 consolidated financial statements.

Longmen Joint Venture’s total financing sales for the three months ended September 30, 2015 and 2014 amounted to $105.8 million and $259.7 million, respectively, which are eliminated in the Company’s consolidated financial statements. The financial cost related to financing sales for the three months ended September 30, 2015 and 2014 amounted to $0.2 million and $1.4 million, respectively.

Longmen Joint Venture’s total financing sales for the nine months ended September 30, 2015 and 2014 amounted to $331.6 million and $719.3 million, respectively, which are eliminated in the Company’s consolidated financial statements. The financial cost related to financing sales for the nine months ended September 30, 2015 and 2014 amounted to $1.5 million and $3.1 million, respectively.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Short term loans due to related parties

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
General Steel China: Loans from Yangpu Capital Automobile, due on demand, and interest rates is 10% per annum.	$	644		$	670
General Steel China: Loan from Tianjin Hengying Trading Co., Ltd. due on demand, and interest rate is 10.0% per annum.		4,391			-
Longmen Joint Venture: Loan from Shaanxi Coal and Chemical Industry Group Co., Ltd., due on demand, and interest rate is 7.0% per annum.		-			128
Longmen Joint Venture: Loans from Shaanxi Steel Group due on various dates through September 2016, and interest rate is between 6.9% and 8.0% per annum.		296,977			-
Longmen Joint Venture: Loan from Shaanxi Steel Group Hanzhong Steel Co., Ltd. due on demand, and interest rate is 8.0% per annum.		7,845			-
Longmen Joint Venture: Loans from financing sales.		40,890			45,582
Total short-term loans - related parties		350,747			46,380
Less: short-term loans – related parties held for sale		(345,712	)		(45,710	)
Short-term loans – related parties – continuing operations	$	5,035		$	670

Long-term loans due to related party-held for sale

	September 30, 2015		December 31, 2014
	(in thousands)		(in thousands)
Longmen Joint Venture: Loans from Shaanxi Steel Group, due on various dates through March 2018 and interest rate are 5.6% - 8.0% per annum.	$	339,437	$	339,549

As of September 30, 2015 and December 31, 2014, total assets used by the Company as collateral for the aforementioned debts were $28.9 million and $96.9 million, respectively.

Total interest expense, net of capitalized interest, from continuing operations amounted to $0.8 million and $1.6 million for the three months ended September 30, 2015 and 2014, respectively.

Total interest expense, net of capitalized interest, from operations to be disposed amounted to $14.0 million and $2.4 million for the three months ended September 30, 2015 and 2014, respectively.

Total interest expense, net of capitalized interest, from continuing operations amounted to $3.1 million and $4.8 million for the nine months ended September 30, 2015 and 2014, respectively.

Total interest expense, net of capitalized interest, from operations to be disposed amounted to $36.0 million and $16.8 million for the nine months ended September 30, 2015 and 2014, respectively.

Capitalized interest from operations to be disposed amounted to $0 and $1.3 million for the three months ended September 30, 2015 and 2014, respectively.

Capitalized interest from operations to be disposed amounted to $0 and $2.1 million for the nine months ended September 30, 2015 and 2014, respectively.

Note 11 – 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 September 30, 2015 and December 31 2014, customer deposits from continuing operations amounted to $17.1 million and $103.3 million, respectively, including deposits received from related parties, which amounted to $13.9 million and $97.7 million, respectively. As of September 30, 2015 and December 31 2014, customer deposits held for sale amounted to $106.4 million and $122.3 million, respectively, including deposits received from related parties, which amounted to $74.0 million and $34.9 million, respectively.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12 – Deposits due to sales representatives – held for sale

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 $6.3 million and $20.4 million in deposits due to sales representatives, including deposits due to related parties, held for sale as of September 30, 2015 and December 31, 2014, respectively.

Note 13 - Supplemental disclosure of cash flow information

Interest paid, net of capitalized, amounted to $7.3 million and $12.6 million for the nine months ended September 30, 2015 and 2014, respectively.

The Company paid income tax from operations to be disposed amounted to $0.2 million and $0.1 million for the nine months ended September 30, 2015 and 2014, respectively.

During the nine months ended September 30, 2015 and 2014, the Company used $21.3 million $2.4 million inventory, respectively, in plant and equipment constructions.

The Company had $24.4 million and $57.4 million notes receivable from financing sales loans to be converted to cash as of September 30, 2015 and 2014, respectively.

The Company transferred $24.9 million purchase deposits - related parties from loan receivables – related parties as of September 30, 2015.

The Company prepaid $2.8 million for consulting services through the issuance of common stocks.

During the nine months ended September 30, 2014, the Company had receivables of $0.01 million as a result of the disposal of equipment that had not been collected.

During the nine months ended September 30, 2014, the Company converted 0.05 million of equipment into inventory productions.

During the nine months ended September 30, 2014, the Company incurred $208.3 million of accounts payable for the purchase of equipment and construction in progress.

During the nine months ended September 30, 2014, one of the Company’s unconsolidated entities declared a dividend and the Company is entitled to a dividend of $0.2 million, which had not been collected.

During the nine months ended September 30, 2014, the Company acquired $5.9 million of equipment through capital leases.

Note 14 - Deferred lease income - held for sale

To compensate the Company for costs and economic losses incurred during construction of the iron and steel making facilities owned by Shaanxi Steel, Shaanxi Steel reimbursed Longmen Joint Venture $11.4 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 $29.9 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 $14.6 million (RMB 89.5 million) and $14.6 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 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 $7.2 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.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The deferred lease income from operations to be disposed is amortized to income over the remaining term of the 40-year land sub-lease. For the three months ended September 30, 2015 and 2014, the Company recognized $0.5 million and $0.5 million, respectively. For the nine months ended September 30, 2015 and 2014, the Company recognized $1.6 million and $1.6 million, respectively. As of September 30, 2015 and December 31, 2014, the balance of deferred lease income held for sale amounted to $70.6 million and $74.9 million, respectively, of which $2.1 million and $2.2 million represents balance to be amortized within one year. See Note 18 – Related party transactions and balances (k) – Deferred lease income for details.

Note 15 - Capital lease obligations - held for sale

Iron and steel production facilities

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 (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. In February 2014, Shaanxi Steel agreed that it will not demand capital lease payment from Longmen Joint Venture until February 2017. 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 derivative liability, which is carried at fair value. See Note 16 – “Profit sharing liability”.

Energy-saving equipment

During 2013 and 2014, the Company’s subsidiary, Longmen Joint Venture, entered into capital lease agreements for energy-saving equipment to be installed throughout the production chain. Under these agreements, Longmen Joint Venture uses the energy-saving equipment for which the vendors are responsible for the design, purchase, installation, and on-site testing, as well as the ownership rights to the equipment during the lease periods. The lease periods, which vary between four to six years, begin upon the completion of the equipment installation, testing, and the issuance of the energy-saving rate reports to be agreed upon by both the vendors and Longmen Joint Venture. As the ownership rights of the equipment transfer to Longmen Joint Venture at the end of the lease periods, these agreements are accounted for as capital leases.

The minimum lease payments are based on the energy cost saved during the lease periods, which is determined by the estimated annual equipment operating hours per the lease agreements. If the actual annual equipment operating hours are less than the estimated amount, the lease periods may be extended, subject to further negotiation and agreement between the Company and the vendors. If the actual annual equipment operating hours exceed the estimated amount, the Company is obligated to make additional lease payments based on the additional energy cost saved during the lease period and will recognize the additional lease payments as contingent rent expense. As of September 30, 2015, $23.0 million (RMB $146.5 million) energy-saving equipment under these lease agreements have been capitalized and no contingent rent expense has been incurred.

Presented below is a schedule of estimated minimum lease payments on the capital lease obligation for the next five years:

Period ending September 30,	Capital Lease Obligations Minimum Lease Payments
	(in thousands)
2016	$	12,155
2017		182,305
2018		31,065
2019		28,883
2020		27,886
Thereafter		291,909
Total minimum lease payments		574,203
Less: amounts representing interest		(174,830	)
Ending balance held for sale	$	399,373

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Interest expense for the three months ended September 30, 2015 and 2014 on the capital lease obligations from operations to be disposed was $5.0 million and $5.2 million, respectively.

Interest expense for the nine months ended September 30, 2015 and 2014 on the capital lease obligations from operations to be disposed was $15.3 million and $16.0 million, respectively.

Note 16 – Profit sharing liability - held for sale

The profit sharing liability component of the capital lease obligation was 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. The profit sharing liability is accounted for separately from the fixed portion of the capital lease obligation (see Note 15 - “Capital lease obligation”) and is accounted for as a derivative instrument in accordance with ASC 815-10-15-83. The estimated fair value of the profit sharing liability is reassessed at the end of each reporting period, with any change in fair value charged or credited to income as “Change in Fair Value of Profit Sharing Liability”. As of September 30, 2015, the profit sharing liability is reduced to $0. See Note 2(h) – “Financial instruments” for details.

Note 17 – Taxes

Income tax

Significant components of the provision for income taxes on earnings and deferred taxes on net operating losses from operations held for sale for the three and nine months ended September 30, 2015 and 2014 are as follows:

(In thousands)	The three months ended September 30, 2015		The three months ended September 30, 2014
Current	$	80	$	93
Deferred		-		-
Total provision for income taxes	$	80	$	93

(In thousands)	The nine months ended September 30, 2015		The nine months ended September 30, 2014
Current	$	221	$	205
Deferred		-		-
Total provision for income taxes	$	221	$	205

Under the Income Tax Laws of the PRC, General Steel (China) and Maoming Hengda (located in Guangdong province) 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.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 from operations to be disposed of $863.5 million will begin to expire in 2016. 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 for continuing operations as of September 30, 2015 and December 31, 2014 was $2.4 million and $2.6 million, respectively. The valuation allowance for operations to be disposed as of September 30, 2015 and December 31, 2014 was $239.9 million and $112.2 million, respectively. Management will review this valuation allowance periodically and make adjustments as warranted. Temporary differences represent tax and book differences in various items, such as receivable allowances, inventory allowances, impairments on fixed assets and deferred lease income.

Movement of valuation allowance:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Beginning balance	$	114,820		$	97,569
Current period addition		136,710			18,951
Current period reversal		(977	)		(614	)
Deconsolidation of Baotou Steel		-			(625	)
Exchange difference		(8,258	)		(461	)
Ending balance		242,295			114,820
Less: balance held for sale		(239,871	)		(112,215	)
Ending balance – continuing operations	$	2,424		$	2,605

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 nine months ended September 30, 2015. The net operating loss carry forwards for United States income taxes amounted to $6.0 million, which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, starting from 2027 through 2034. 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 September 30, 2015 was $2.0 million. The net change in the valuation allowance for the nine months ended September 30, 2015 was $0.9 million. Management will review this valuation allowance periodically and make adjustments as warranted.

The Company has no cumulative proportionate retained earnings from profitable subsidiaries as of September 30, 2015. 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 September 30, 2015 and December 31, 2014, the Company had $3.2 million and $3.2 million in value added tax credit which are available to offset future VAT payables, respectively.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 from continuing operations amounted to $39.9 million and $39.9 million, respectively, for the three months ended September 30, 2015 and $17.0 million and $17.0 million, respectively, for the three months ended September 30, 2014. VAT on sales and VAT on purchases from continuing operations amounted to $49.4 million and $49.4 million, respectively, for the nine months ended September 30, 2015 and $37.2 million and $36.3 million, respectively, for the nine months ended September 30, 2014. VAT on sales and VAT on purchases amounted to $182.9 million and $178.3 million, respectively, for the three months ended September 30, 2015 and $200.6 million and $193.8 million, respectively, for the three months ended September 30, 2014. VAT on sales and VAT on purchases amounted to $522.0 million and $504.4 million, respectively, for the nine months ended September 30, 2015 and $511.9 million and $500.9 million, respectively, for the nine months ended September 30, 2014.

Taxes payable consisted of the following:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
VAT taxes payable	$	4,858		$	3,147
Income taxes payable		235			243
Misc. taxes		1,891			1,811
Totals		6,984			5,201
Less: taxes payable held for sale		(5,842	)		(4,026	)
Taxes payable – continuing operations	$	1,142		$	1,175

Note 18 – Related party transactions and balances

Related party transactions

a. Capital lease - operations held for sale:

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:

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Machinery	$	283,168		$	602,878
Less: accumulated depreciation		(117,349	)		(105,001	)
Carrying value of leased assets	$	165,819		$	497,877

b. The following chart summarized sales to related parties from operations to be disposed for the three and nine months ended September 30, 2015 and 2014.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Name of related parties	Relationship	Three months ended September 30, 2015		Three months ended September 30, 2014
		(in thousands)		(in thousands)
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture	$	19,874	$	45,200
Sichuan Yutai Trading Co., Ltd	Significant influence by Long Steel Group*		1,365		-
Tianjin Dazhan Industry Co., Ltd	Partially owned by CEO through indirect shareholding**		1,969		-
Shaanxi Haiyan Trade Co., Ltd	Significant influence by Long Steel Group		16,939		22,126
Shaanxi Shenganda Trading Co., Ltd	Significant influence by Long Steel Group		7,280		22,216
Shaanxi Steel	Majority shareholder of Long Steel Group		79,702		734
Shaanxi Coal and Chemical Industry Group Co., Ltd.	Shareholder of Shaanxi Steel		31,746		14,406
Shaanxi Long Steel Group Baoji Steel Rolling Co., Ltd	Subsidiary of Long Steel Group		29,080		1,998
Total		$	187,955	$	106,680

*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.

**The CEO is referred to herein as the chief executive officer of General Steel Holdings, Inc. as of June 30, 2015, but Mr. Henry Yu has resigned and is no longer the CEO, although remains Chairman of the Board, as of the date of this filing. Ms. Yunshan Li is the current CEO.

Name of related parties	Relationship	Nine months ended September 30, 2015		Nine months ended September 30, 2014
		(in thousands)		(in thousands)
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture	$	69,404	$	115,150
Sichuan Yutai Trading Co., Ltd	Significant influence by Long Steel Group		1,365		-
Tianjin Dazhan Industry Co., Ltd	Partially owned by CEO through indirect shareholding		1,969		-
Shaanxi Haiyan Trade Co., Ltd	Significant influence by Long Steel Group		45,339		22,946
Shaanxi Shenganda Trading Co., Ltd	Significant influence by Long Steel Group		24,138		69,919
Shaanxi Steel	Majority shareholder of Long Steel Group		80,421		1,831
Shaanxi Coal and Chemical Industry Group Co., Ltd.	Shareholder of Shaanxi Steel		67,560		35,795
Shaanxi Long Steel Group Baoji Steel Rolling Co., Ltd	Subsidiary of Long Steel Group		29,080		13,733
Shaanxi Junlong Rolling Co., Ltd	Investee of Long Steel Group		-		8,888
Total		$	319,276	$	268,262

Sales to related parties in trading transactions from continuing operations, which were netted against the corresponding cost of goods sold, amounted to $58.1 million and $49.2 million for the three months ended September 30, 2015 and 2014, respectively. See Note 2(m) Revenue Recognition for details.

Sales to related parties in trading transactions from continuing operations, which were netted against the corresponding cost of goods sold, amounted to $253.1 million and $141.1 million for the nine months ended September 30, 2015 and 2014, respectively. See Note 2(m) Revenue Recognition for details.

c. The following charts summarize purchases from related parties for the three and nine months ended September 30, 2015 and 2014.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Name of related parties	Relationship	Three months ended September 30, 2015			Three months ended September 30, 2014
		(in thousands)			(in thousands)
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture	$	111,458		$	27,649
Hancheng Haiyan Coking Co., Ltd	Noncontrolling shareholder of Long Steel Group		34,220			41,690
Xi’an Pinghe Metallurgical Raw Material Co., Ltd	Noncontrolling shareholder of Long Steel Group		4,091			32,536
Shaanxi Coal and Chemical Industry Group Co., Ltd	Shareholder of Shaanxi Steel		835			13,441
Shaanxi Huafu New Energy Co., Ltd	Significant influence by the Long Steel Group		5,442			7,636
Tianjin General Quigang Pipe Co., Ltd	Partially owned by CEO through indirect shareholding		9,716			5,090
Maoming Shengze Trading Co., Ltd.	Partially owned by CEO through indirect shareholding		-			16,764
Total			165,762			144,806
Less: purchases from operations to be disposed			(156,046	)		(122,952	)
Purchases from related parties – continuing operations		$	9,716		$	21,854

Name of related parties	Relationship	Nine months ended September 30, 2015			Nine months ended September 30, 2014
		(in thousands)			(in thousands)
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture	$	294,258		$	279,925
Hancheng Haiyan Coking Co., Ltd	Noncontrolling shareholder of Long Steel Group		91,286			125,957
Xi’an Pinghe Metallurgical Raw Material Co., Ltd	Noncontrolling shareholder of Long Steel Group		5,165			38,456
Shaanxi Coal and Chemical Industry Group Co., Ltd	Shareholder of Shaanxi Steel		3,486			14,385
Shaanxi Steel	Majority shareholder of Long Steel Group		10,479			-
Tianjin Dazhan Industry Co., Ltd	Partially owned by CEO through indirect shareholding		6,283			-
Wendlar Tianjin Industry CO., Ltd	Partially owned by CEO through indirect shareholding		14,794			-
Shaanxi Huafu New Energy Co., Ltd	Significant influence by the Long Steel Group		19,542			21,857
Tianwu General Steel Material Trading Co., Ltd.	Investee of General Steel (China)		73,646			83,649
Tianjin General Quigang Pipe Co., Ltd	Partially owned by CEO through indirect shareholding		18,201			13,618
Tianjin Hengying Trading Co., Ltd	Partially owned by CEO through indirect shareholding		-			45,604
Maoming Shengze Trading Co., Ltd.	Partially owned by CEO through indirect shareholding		-			16,764
Others	Entities either owned or have significant influence by our affiliates or management		711			140
Total			537,851			640,355
Less: purchases from operations to be disposed			(498,573	)		(564,369	)
Purchases from related parties – continuing operations		$	39,278		$	75,986

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Related party balances

a. Loans receivable – related parties in continuing operations:

Name of related parties	Relationship	September 30, 2015		December 31, 2014
		(in thousands)		(in thousands)
Tianjin Hengying Trading Co., Ltd.*	Partially owned by CEO through indirect shareholding	$	-	$	13,997
Tianjin Dazhan Industry Co., Ltd.*	Partially owned by CEO through indirect shareholding		-		14,617
Beijing Shenghua Xinyuan Metal Materials Co., Ltd.	Partially owned by CEO through indirect shareholding		5,874		6,099
Total		$	5,874	$	34,713

*The Company reclassified advances for inventory purchase - related parties related to trading transactions, as noted in note 2(g), to loans receivable - related parties due to their interest-bearing nature.

The Company issued loans to these related parties for cash flow purposes to earn interest income, which have a higher interest rate than the bank financing interest rates.

See Note 3 – loans receivable – related parties for loan details.

b. Accounts receivables – related parties:

Name of related parties	Relationship	September 30, 2015			December 31, 2014
		(in thousands)			(in thousands)
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture	$	1,796		$	148
Shaanxi Coal and Chemical Industry Group Co., Ltd.	Shareholder of Shaanxi Steel		649			-
Shaanxi Shenganda Trading Co., Ltd.	Significant influence by Long Steel Group		68			5,715
Tianjin Daqiuzhuang Steel Plates	Partially owned by CEO through indirect shareholding		18			19
Shaanxi Steel	Majority shareholder of Long Steel Group		1,760			2,101
Others			-			641
Total			4,291			8,624
Less: accounts receivables – related parties held for sale			(3,624	)		(7,964	)
Accounts receivable – related parties – continuing operations		$	667		$	661

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.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Name of related parties	Relationship	September 30, 2015			December 31, 2014
		(in thousands)			(in thousands)
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture	$	1,846		$	165
Shaanxi Steel	Majority shareholder of Long Steel Group		1,098			35,669
Tianjin General Qiugang Pipe Co., Ltd	Partially owned by CEO through indirect shareholding		1,178			1,237
Tianjin Hengying Trading Co., Ltd	Partially owned by CEO through indirect shareholding		1,348			721
Beijing Shenghua Xinyuan Metal Materials Co., Ltd.	Partially owned by CEO through indirect shareholding		742			313
Victory Energy Resource Co., Ltd.	Partially owned by CEO through indirect shareholding		1,101			1,101
Shaanxi Shenganda Trading Co., Ltd.	Significant influence by Long Steel Group		34,817			-
Others	Entities either owned or have significant influence by our affiliates or management		320			528
Total			42,450			39,734
Less: other receivables – related parties held for sale			(37,767	)		(35,854	)
Other receivables – related parties – continuing operations		$	4,683		$	3,880

d. Advances on inventory purchase – related parties:

Name of related parties	Relationship	September 30, 2015			December 31, 2014
		(in thousands)			(in thousands)
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture	$	7,469		$	7,139
Shaanxi Shenganda Trading Co., Ltd.	Significant influence by Long Steel Group		-			27,549
Tianjin Hengying Trading Co., Ltd	Partially owned by CEO through indirect shareholding		3,860			3,807
Tianjin General Qiugang Pipe Co., Ltd	Partially owned by CEO through indirect shareholding		32			7,091
Shaanxi Coal and Chemical Industry Group Co., Ltd.	Shareholder of Shaanxi Steel		11			-
Others	Entities either owned or have significant influence by our affiliates or management		19			31
Total			11,391			45,617
Less: advances on inventory purchase – related parties held for sale			(11,391	)		(38,560	)
Advances on inventory purchase – related parties – continuing operations		$	-		$	7,057

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

e. Accounts payable - related parties:

Name of related parties	Relationship	September 30, 2015			December 31, 2014
		(in thousands)			(in thousands)
Hancheng Haiyan Coking Co., Ltd	Noncontrolling shareholder of Longmen Joint Venture	$	53,003		$	64,276
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture		120,258			79,886
Shaanxi Coal and Chemical Industry Group Co., Ltd.	Shareholder of Shaanxi Steel		4,360			23,726
Tianjin Dazhan Industry Co., Ltd	Partially owned by CEO through indirect shareholding		837			869
Xi’an Pinghe Metallurgical Raw Material Co., Ltd	Noncontrolling shareholder of Long Steel Group		3,396			11,035
Tianjin Hengying Trading Co., Ltd	Partially owned by CEO through indirect shareholding		1			1
Henan Xinmi Kanghua Fire Refractory Co., Ltd	Noncontrolling shareholder of Longmen Joint Venture’s subsidiary		1,046			746
Beijing Daishang Trading Co., Ltd	Noncontrolling shareholder of Longmen Joint Venture’s subsidiary		34			36
Tianjin General Qiugang Pipe Co., Ltd	Partially owned by CEO through indirect shareholding		-			2,462
Tianwu General Steel Material Trading Co., Ltd.	Investee of General Steel (China)		10,423			22,916
Maoming Shengze Trading Co., Ltd	Partially owned by CEO through indirect shareholding		4,111			1,773
Shaanxi Steel	Majority shareholder of Long Steel Group		71,832			-
Others	Entities either owned or have significant influence by our affiliates or management		24			57
Total			269,325			207,783
Less: accounts payable – related parties held for sale			(265,214	)		(205,914	)
Accounts payable – related parties – continuing operations		$	4,111		$	1,869

f. Short-term loans - related parties:

Name of related parties	Relationship	September 30, 2015			December 31, 2014
		(in thousands)			(in thousands)
Shaanxi Steel Group Hanzhong Steel Co., Ltd.	Subsidiary of Shaanxi Steel	$	7,845		$	-
Shaanxi Steel	Majority shareholder of Long Steel Group		296,977			-
Shaanxi Coal and Chemical Industry Group Co., Ltd	Shareholder of Shaanxi Steel		40,890			34,460
Tianjin Hengying Trading Co., Ltd	Partially owned by CEO through indirect shareholding		4,391			3,039
Tianjin Dazhan Industry Co., Ltd	Partially owned by CEO through indirect shareholding		-			8,211
Yangpu Capital Automobile	Partially owned by CEO through indirect shareholding		644			670
Total			350,747			46,380
Less: short-term loans – related parties held for sale			(345,712	)		(45,710	)
Short-term loans – related parties – continuing operations		$	5,035		$	670

See Note 10 – Debt for the loan details.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

g. 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	September 30, 2015			December 31, 2014
		(in thousands)			(in thousands)
Tianjin Hengying Trading Co, Ltd	Partially owned by CEO through indirect shareholding	$	3,543		$	378
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture		4,613			33,968
Shaanxi Steel	Majority shareholder of Long Steel Group		17,996			44,146
Wendlar Investment & Management Group Co., Ltd	Common control under CEO		1,202			1,196
Yangpu Capital Automobile	Partially owned by CEO through indirect shareholding		433			399
Tianjin Dazhan Industry Co., Ltd	Partially owned by CEO through indirect shareholding		2,932			3,883
Maoming Shengze Trading Co., Ltd	Partially owned by CEO through indirect shareholding		522			2,775
Shaanxi Coal and Chemical Industry Group Co., Ltd.	Shareholder of Shaanxi Steel		8,502			-
Teamlink Investment Co., Ltd	Partially owned by CEO through indirect shareholding		20,500			-
Others	Entities either owned or have significant influence by our affiliates or management		43			507
Total			60,286			87,252
Less: other payables – related parties held for sale			(34,850	)		(81,390	)
Other payables – related parties – continuing operations		$	25,436		$	5,862

h. Customer deposits – related parties:

Name of related parties	Relationship	September 30, 2015			December 31, 2014
		(in thousands)			(in thousands)
Shaanxi Yuchang Trading Co., Ltd	Significant influence by Long Steel Group	$	10		$	10
Shaanxi Coal and Chemical Industry Group Co., Ltd	Shareholder of Shaanxi Steel		1,763			4,467
Shaanxi Haiyan Trade Co, Ltd	Significant influence by Long Steel Group		-			6,844
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture		16,814			23,517
Shaanxi Junlong Rolling Co., Ltd	Investee of Long Steel Group		15			57
Shaanxi Steel	Majority shareholder of Long Steel Group		55,406			-
Tianwu General Steel Material Trading Co., Ltd.	Investee of General Steel (China)		13,933			97,721
Total			87,941			132,616
Less: customer deposits – related parties held for sale			(74,008	)		(34,895	)
Customer deposits – related parties – continuing operations		$	13,933		$	97,721

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

i. Deposits due to sales representatives – related parties held for sale

Name of related parties	Relationship	September 30, 2015		December 31, 2014
		(in thousands)		(in thousands)
Hancheng Haiyan Trade Co., Ltd	Significant influence by Long Steel Group	$	1,632	$	652
Gansu Yulong Trading Co., Ltd.	Significant influence by Long Steel Group		-		1,075
Long Steel Group	Noncontrolling shareholder of Longmen Joint Venture		-		196
Chengdu Yusheng Steel Trading Co., Ltd	Subsidiary of Long Steel Group		94		-
Shaanxi Yuchang Trading Co., Ltd	Significant influence by Long Steel Group		565		586
Total		$	2,291	$	2,509

j. Long-term loans – related party held for sale:

Name of related party	Relationship	September 30, 2015		December 31, 2014
		(in thousands)		(in thousands)
Shaanxi Steel	Majority shareholder of Long Steel Group	$	339,437	$	339,549

The Company also provided guarantee on related parties’ bank loans amounting to $70.9 million and $82.3 million as of September 30, 2015 and as of December 31, 2014, respectively.

k. Deferred lease income held for sale

	September 30, 2015			December 31, 2014
	(in thousands)			(in thousands)
Beginning balance	$	74,889		$	77,444
Less: Lease income realized		(1,621	)		(2,176	)
Exchange rate effect		(2,709	)		(379	)
Ending balance		70,559			74,889
Current portion		(2,096	)		(2,176	)
Noncurrent portion	$	68,463		$	72,713

For the three months ended September 30, 2015 and 2014, the Company’s operations to be disposed realized lease income from Shaanxi Steel, a related party, amounting to $0.5 million and $0.5 million, respectively.

For the nine months ended September 30, 2015 and 2014, the Company’s operations to be disposed realized lease income from Shaanxi Steel, a related party, amounting to $1.6 million and $1.6 million, respectively.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 19 – Equity

2015 Equity Transactions

On April 14, 2015, the Company granted 100,000 shares of common stock for investor relations consulting services under a service agreements dated April 14, 2015. The shares were valued at $4.9 per share, the quoted market price at the time the services were provided.

On June 9, 2015, the Company granted 299,600 shares of common stock to senior management personnel. The shares were valued at $3.85 per share, the quoted market price at the time the shares were granted.

On July 17, 2015, the Company granted 1,200,000 shares of common stock for business growth and strategic consulting services under two six-month service agreements dated July 1, 2015. The shares were valued at $3.00 per share, the quoted market price at the time the shares were granted.

On October 20, 2015, the board of directors of the Company approved a 1-for-5 reverse stock split of its common stock, to be effectuated subject to filing with the Secretary of State of Nevada. The reverse stock split was effected on October 29, 2015. All shares and per share amounts used in the Company’s unaudited condensed consolidated financial statements and notes thereto have been retroactively restated to reflect the 1-for-5 reverse stock split effected on October 29, 2015.

Note 20 – Retirement plan - operations held for sale

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 from operations to be disposed incurred by the Company for the three months ended September 30, 2015 and 2014 amounted to $3.3 million and $5.0 million, respectively. Total pension expense incurred by the Company for the nine months ended September 30, 2015 and 2014 amounted to $9.3 million and $10.8 million, respectively.

Note 21 – 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 September 30, 2015 is as follows:

Year ending September 30,	Minimum lease payment
	(in thousands)
2016	$	1,937
2017		1,937
2018		1,507
2019		1,200
2020		1,200
Years after		39,188
Total minimum payments required		46,969
Less: minimum payments required of operations to be disposed		(45,190	)
Minimum payments required – continuing operations	$	1,779

Total rental expense from continuing operations was $0.1 million and $0.2 million for the three months ended September 30, 2015 and 2014, respectively.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Total rental expense from operations to be disposed was $0.6 million and $0.7 million for the three months ended September 30, 2015 and 2014, respectively.

Total rental expense from continuing operations was $0.3 million and $0.6 million for the nine months ended September 30, 2015 and 2014, respectively.

Total rental expense from operations to be disposed was $1.1 million and $1.8 million for the nine months ended September 30, 2015 and 2014, respectively.

Contractual Commitments

Longmen Joint Venture has $7.2 million contractual obligations related to construction projects as of September 30, 2015 estimated to be fulfilled in December 2015.

Contingencies

As of September 30, 2015, Longmen Joint Venture provided guarantees to related parties’ and third parties’ bank loans, including lines of credit and others, amounting to $70.9 million.

Nature of guarantee	Guarantee amount		Guaranty Due Date
	(In thousands)
Line of credit	$	63,074	Various from October 2015 to May 2016
Bank loan		7,845	April 2016
Total	$	70,919

Name of parties being guaranteed	Guarantee amount		Guaranty Due Date
	(In thousands)
Long Steel Group	$	56,484	Various from January to May 2016
Shaanxi Haiyan Coke Group Co., Ltd.		14,435	Various from October 2015 to April 2016
Total	$	70,919

As of September 30, 2015, 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 22 – 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) & General Shengyuan in Tianjin City.

The Group operates in two business segments, one consisting of General Shengyuan and one consisting of three different divisions including Longmen Joint Venture, Maoming Hengda and General Steel (China). 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.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following represents results of division operations for three months ended September 30, 2015 and 2014:

(In thousands)
Sales:	2015		2014
Longmen Joint Venture – held for sale	$	528,903	$	559,332
Maoming Hengda – held for sale		182		1,122
Baotou Steel Pipe Joint Venture – held for sale		-		2,383
General Shengyuan – continuing operation		-		-
General Steel (China) – continuing operation		1,173		20,335
Total sales		530,258		583,172
Interdivision sales		-		(20,335	)
Consolidated sales	$	530,258	$	562,837

Gross profit (loss):	2015			2014
Longmen Joint Venture – held for sale	$	(48,748	)	$	9,779
Maoming Hengda – held for sale		(4	)		(80	)
Baotou Steel – held for sale		-			178
General Shengyuan – continuing operation		-			-
General Steel (China) – continuing operation		1,173			(267	)
Total gross loss		(47,579	)		9,610
Interdivision gross profit		-			-
Consolidated gross (loss) profit	$	(47,579	)	$	9,610

Income (loss) from operations:	2015			2014
Longmen Joint Venture – held for sale	$	(71,083	)	$	10,513
Maoming Hengda – held for sale		(253	)		(248	)
Baotou Steel – held for sale		-			(30	)
General Shengyuan – continuing operation		-			-
General Steel (China) – continuing operation		456			74
Total loss from operations		(70,880	)		10,309
Reconciling item (1)		(2,669	)		(2,406	)
Consolidated (loss) income from operations	$	(73,549	)	$	7,903

Net loss attributable to General Steel Holdings, Inc.:	2015			2014
Longmen Joint Venture – held for sale	$	(56,738	)	$	(2,613	)
Maoming Hengda – held for sale		(292	)		(318	)
Baotou Steel – held for sale		-			(24	)
General Shengyuan – continuing operation		-			-
General Steel (China) – continuing operation		(779	)		1,830
Total net loss attributable to General Steel Holdings, Inc.		(57,809	)		(1,125	)
Reconciling item (1)		(2,672	)		(2,365	)
Consolidated net loss attributable to General Steel Holdings, Inc.	$	(60,481	)	$	(3,490	)

Depreciation, amortization and depletion:	2015		2014
Longmen Joint Venture – held for sale	$	14,465	$	22,960
Maoming Hengda – held for sale		310		437
Baotou Steel – held for sale		-		64
General Shengyuan – continuing operation		-
General Steel (China) – continuing operation		596		447
Consolidated depreciation, amortization and depletion	$	15,371	$	23,908

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Finance/interest expenses:	2015		2014
Longmen Joint Venture – held for sale	$	21,282	$	17,831
Maoming Hengda – held for sale		-		1
Baotou Steel – held for sale		-		-
General Shengyuan – continuing operation		-
General Steel (China) – continuing operation		752		1,588
Reconciling item (1)		1		2
Consolidated interest expenses	$	22,035	$	19,422

Capital expenditures:	2015		2014
Longmen Joint Venture – held for sale	$	45,737	$	5,096
Maoming Hengda – held for sale		-		16
Baotou Steel – held for sale		-		1
General Shengyuan – continuing operation		-		-
General Steel (China) – continuing operation		-		-
Reconciling item (1)		-		-
Consolidated capital expenditures	$	45,737	$	5,113

The following represents results of division operations for nine months ended September 30, 2015 and 2014:

(In thousands)
Sales:	2015		2014
Longmen Joint Venture – held for sale	$	1,385,661	$	1,740,645
Maoming Hengda – held for sale		191		1,373
Baotou Steel Pipe Joint Venture – held for sale		-		3,028
General Shengyuan – continuing operation		-		-
General Steel (China) – continuing operation		1,175		20,388
Total sales		1,387,027		1,765,434
Interdivision sales		-		(20,388	)
Consolidated sales	$	1,387,027	$	1,745,046

Gross profit (loss):	2015			2014
Longmen Joint Venture – held for sale	$	(145,117	)	$	15,734
Maoming Hengda – held for sale		(53	)		(35	)
Baotou Steel – held for sale		-			158
General Shengyuan – continuing operation		-			-
General Steel (China) – continuing operation		1,175			(714	)
Total gross loss		(143,995	)		15,143
Interdivision gross profit		-			-
Consolidated gross (loss) profit	$	(143,995	)	$	15,143

Loss from operations:	2015			2014
Longmen Joint Venture – held for sale	$	(1,130,403	)	$	(20,706	)
Maoming Hengda – held for sale		(1,084	)		(824	)
Baotou Steel – held for sale		-			(207	)
General Shengyuan – continuing operation		-			-
General Steel (China) – continuing operation		(1,125	)		(3,159	)
Total loss from operations		(1,132,612	)		(24,896	)
Reconciling item (1)		(4,671	)		(4,539	)
Consolidated loss from operations	$	(1,137,283	)	$	(29,435	)

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Net loss attributable to General Steel Holdings, Inc.:	2015			2014
Longmen Joint Venture – held for sale	$	(712,262	)	$	(48,775	)
Maoming Hengda – held for sale		(1,213	)		(978	)
Baotou Steel – held for sale		-			(165	)
General Shengyuan – continuing operation		-			-
General Steel (China) – continuing operation		(2,512	)		(3,832	)
Total net loss attributable to General Steel Holdings, Inc.		(715,987	)		(53,750	)
Reconciling item (1)		(4,674	)		(4,323	)
Consolidated net loss attributable to General Steel Holdings, Inc.	$	(720,661	)	$	(58,073	)

Depreciation, amortization and depletion:	2015		2014
Longmen Joint Venture – held for sale	$	69,109	$	69,268
Maoming Hengda – held for sale		924		899
Baotou Steel – held for sale		-		185
General Shengyuan – continuing operation		-		-
General Steel (China) – continuing operation		1,939		1,344
Consolidated depreciation, amortization and depletion	$	71,972	$	71,696

Finance/interest expenses:	2015		2014
Longmen Joint Venture – held for sale	$	69,086	$	69,952
Maoming Hengda – held for sale		-		1
Baotou Steel – held for sale		-		-
General Shengyuan – continuing operation		-		-
General Steel (China) – continuing operation		3,091		4,685
Reconciling item (1)		3		98
Consolidated interest expenses	$	72,180	$	74,736

Capital expenditures:	2015		2014
Longmen Joint Venture – held for sale	$	85,911	$	117,695
Maoming Hengda – held for sale		-		48
Baotou Steel – held for sale		-		1
General Shengyuan – continuing operation		-		-
General Steel (China) – continuing operation		-		82
Reconciling item (1)		-		-
Consolidated capital expenditures	$	85,911	$	117,826

Total Assets as of:	September 30, 2015			December 31, 2014
Longmen Joint Venture – held for sale	$	1,036,236		$	2,408,218
Maoming Hengda – held for sale		20,774			25,933
General Shengyuan – continuing operation		1,098			-
General Steel (China) – continuing operation		93,360			158,606
Interdivision assets		(32,418	)		(30,486	)
Reconciling item (2)		5,656			2,953
Total Assets	$	1,124,706		$	2,565,224

(1)

Reconciling item represents income or expenses of the Company, arising from General Steel Investment Co., Ltd, Yangpu Shengtong Investment Co., Ltd and Qiu Steel for the three and nine months ended September 30, 2015 and 2014, which are non-operating entities.

(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 September 30, 2015 and December 31, 2014, which are non-operating entities.

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 23 – Subsequent event

On October 23, 2015, the Company completed its acquisition of an 84.5% equity interest in Catalon Chemical Corp. ("Catalon"), a Delaware corporation headquartered in Virginia that develops and manufactures De-NOx honeycomb catalysts and industrial ceramics. Catalon's honeycomb technology is an integral part of the selective catalytic reduction ("SCR") process widely used in steel mills, thermal power stations, waste incinerators, stationary diesel motors, industrial plants, and heavy-duty trucks. Pursuant to the terms of the acquisition, the Company issued 13 million shares (2,600,000 "Payment Shares" after applying the retroactive effect of the one-for-five reverse stock split) of its common stock in exchange for a portion of their equity interests in Catalon, equating to 84.5% of all outstanding ownership interests in Catalon. The Payment Shares are being held in escrow, subject to minimum performance targets of Catalon. If those performance targets are not met in their entirety, the Payment Shares will be reduced proportionately to the percentage of the performance targets actually achieved. The Payment Shares are also subject to a lock-up period placing restrictions on the Selling Shareholders' ability to directly or indirectly transfer or otherwise dispose of the Payment Shares for a defined period. As a result of the issuance of the Payment Shares, the Company had 82,984,282 common stock (16,596,856 shares after applying the retroactive effect of the one-for-five reverse stock split) issued and outstanding as of October 23, 2015.

On October 29, 2015, the Company executed a one-for-five reverse stock split (the "Reverse Stock Split") of its authorized shares of common stock, par value $0.001. Every five issued and outstanding shares of the Company’s common stock was converted into one share, and the number of authorized shares of the Company’s common stock was reduced on a one-for-five basis. As a result of the Reverse Stock Split, the number of outstanding shares of the Company's common stock was reduced from approximately 83 million to approximately 17 million. No fractional shares was issued in connection with the Reverse Stock Split. Instead, the Company rounded up to the next full share of the Company's common stock any fractional shares that result from the Reverse Stock Split. The Reverse Stock Split was retroactively applied to all periods presented in the condensed consolidated financial statements.

In November 2015, the Company was awarded a $13.7 million contract for De-NOx SCR honeycomb catalysts through its newly acquired subsidiary, Catalon, by signing a procurement contract with Tengri Group Tsaidam Nuur Energy.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 People’s Republic of China, 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, 2014 filed with the SEC on April 10, 2015.

Recent Developments and Third Quarter Highlights

The third quarter of 2015 was highlighted with the following:

Net loss attributable to us in the third quarter of 2015 increased by 1,633.0% to $60.5 million, from $3.5 million in the third quarter of 2014, due to the increased of net loss from our operations to be disposed from Shanxi Longmen Iron and Steel Co. Ltd. (“Longmen Joint Venture”) mainly as a result of a significant decrease in rebar selling price despite an increase of sales volume during the quarter. For the third quarter of 2015, sales volume of rebar in Longmen Joint Venture totaled 2.0 million metric tons, an increase of 35.8%, compared to 1.4 million metric tons in the third quarter of 2014, with an average selling price of $270.2 per ton, as compared to $388.1 per ton in the third quarter of 2014.

On October 23, 2015, we completed an all-equity Share Exchange Agreement (the “Agreement”) by and among General Steel, Catalon Chemical Corp., a Delaware corporation (“Catalon”), Anyuan Zhu (“Zhu”), Lindenburg Ventures Ltd., a British Virgin Islands corporation (“Lindenburg”), and Honghui Du (“Du”) (each of Zhu, Lindenburg and Du, a “Selling Stockholder” and together, the “Selling Stockholders”). At the closing of the share exchange on October 23, 2015, the Selling Stockholders received 13 million shares (2,600,000 “Payment Shares” after applying the retroactive effect of the one-for-five reverse stock split) of General Steel Common Stock in exchange for a portion of their equity interests in Catalon, equating to 84.5% of all outstanding ownership interests in Catalon. Catalon’s honeycomb technology is an integral part of the selective catalytic reduction (“SCR”) process widely used in steel mills, thermal power stations, waste incinerators, stationary diesel motors, industrial plants, and heavy-duty trucks. Catalon, along with its honeycomb technology, was valued at approximately $20 million by an independent third party. The acquisition is expected to enable us to pursue the large and rapidly growing clean tech business in China to facilitate its business transformation.

On November 4, 2015, our Board of Directors (the "Board"), including the audit committee, has committed to a plan and authorized our chairman, CEO and CFO (the “Appropriate Officers”) to act on behalf of us to engage in any and all preliminary discussions and negotiations with potential third-party purchasers for each of Maoming Hengda Steel Co., Ltd. (“Maoming Hengda”) and Longman Joint Venture. As a result of this decision and the Appropriate officers’ actions taken to explore the sale of Maoming Hengda and Longmen Joint Venture, the operations results of Maoming Hengda and Longmen Joint Venture have been accounted for as operations to be disposed for all periods presented. Prior period data has been reclassified to conform to the current year presentation and to reflect the results of operations to be disposed.

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 sheets and high-speed wire. Our current aggregate annual production capacity of crude steel products under management, consisting mainly of steel rebar, is 7 million metric tons. Our products have a variety of demand drivers, such as infrastructure construction and rural income. Domestic economic conditions are also an overall demand driver for all our products.

In June 2014, the Board approved our plan to transform from an integrated steel producer into a multi-faceted, synergistic platform that will comprise not only steel-related businesses but also high-growth, high-margin non-steel businesses. In February 2015, we established a radio-frequency identification “RFID” joint venture to pursue Internet-of-Things (“IoT”) opportunities.

Our growth strategy is a combination of optimizing operating efficiencies in our steel business and expanding into other high-growth and high-margin non-steel industries:

We aim to drive profitability through improved operational efficiencies and optimization of our cost structure and continual cooperation and partnerships with leading state-owned enterprises (SOEs).

We aim to expand into other high-growth and high-margin non-steel industries, such as logistics and Internet-of-Things and Catalon.

Unless the context indicates otherwise, as used herein the terms “General Steel”, the “Company”, “we”, “our” and “us” all refer to General Steel Holdings, Inc.

Steel Related Subsidiaries, IoT Technology Company and Clean Tech Business Company.

We presently have controlling interests in three steel-related subsidiaries, one IoT Technology company and one clean tech business company:

General Steel (China) Co., Ltd., formerly known as “Tianjin Daqiuzhuang Metal Steel Co. Ltd.” (“General Steel (China)”);

Shaanxi Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”);

Maoming Hengda Steel Co., Ltd. (“Maoming Hengda”);

Tianjin General Shengyuan IoT Technology Co., Ltd. (“General Shengyuan IoT”); and

Catalon Chemical Corp. (Catalon).

Our Company, together with our subsidiaries, majority owned subsidiaries and variable interest entity are referred to as the “Group.” Longmen Joint Venture, which is currently consolidated into our Company, represents the majority of our revenue and assets. It was determined to be a variable interest entity in which we are considered the primary beneficiary, as fully explained below.

In view of the near-term challenges for the steel sector, we are strategically accelerating our business transformation. Our transformation strategy is to pursue opportunities that offer compelling benefits to our organization and shareholders, including:

First, strengthen our financials while providing the financial flexibility to pursue higher return, higher growth opportunities;

Second, reduce the complexity of our business structure, which is consistent with our objectives for internal simplification and operating efficiency;

Third, diversify operating risk in order to lower our high reliance on steel business, while at the same time leverage on our vast vertical resources in the steel industry; and

Fourth, pursue opportunities for additional value creation.

We formed a joint venture in February of 2015 with an RFID Expert team to develop and commercialize RFID technologies and data solutions. The formation of this joint venture represents a unique opportunity to accelerate our expansion into the vibrant logistics and Internet-of-Things sectors.

We acquired 84.5% equity interests in Catalon in October 2015. Catalon’s honeycomb technology is an integral part of the selective catalytic reduction (“SCR”) process widely used in steel mills, thermal power stations, waste incinerators, stationary diesel motors, industrial plants, and heavy-duty trucks. Catalon, along with its honeycomb technology, was valued at approximately $20 million by an independent third party. The acquisition is expected to enable us to pursue the large and rapidly growing clean tech business in China to facilitate its business transformation.

On November 4, 2015, the Board authorized our management to pursue the potential sale of all of our ownership in Maoming Hengda and Longmen Joint Venture in order to unlock the hidden value in Maoming Hengda's land assets, as well as divest from and restructure the steel business. If the divestiture and restructuring of the our steel business is fully completed as currently contemplated, our remaining businesses will be primarily comprised of General Steel (China) Co., Ltd, a trading company that mainly sources overseas iron ore for steel mills, General Shengyuan IoT, which develop and commercialize RFID technologies and data solutions, and Catalon, which develops and manufactures De-NOx honeycomb catalysts and industrial ceramics.

We are engaging in preliminary discussions with potential purchasers for Maoming Hengda and Longmen Joint Venture, and as a result, we have reported their financial results for the third quarter of 2015 and will continue to for subsequent quarters with Longmen Joint Venture, which formerly represented over a majority of the Company's consolidated sales, and Maoming Hengda presented as one-line items in both the Company's Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations.

The following are percentages of operations held for sale to the consolidated totals for major financial statement amounts:

	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Sales		99.8	%		100.0	%		99.9	%		100.0	%
Cost of goods sold		100.0	%		100.0	%		100.0	%		100.0	%
Provision for income taxes		100.0	%		100.0	%		100.0	%		100.0	%
Net loss		96.3	%		89.6	%		99.4	%		91.1	%
Net loss attributable to General Steel Holdings, Inc.		94.3	%		84.7	%		99.0	%		86.0	%

	September 30, 2015			December 31, 2014
Current assets		87.6	%		86.5	%
Other assets		97.3	%		98.9	%
Total assets		92.7	%		94.2	%
Current liabilities		94.1	%		91.9	%
Noncurrent liabilities		100.0	%		100.0	%
Total liabilities		95.8	%		94.1	%

General Steel (China) Co., Ltd

General Steel (China) 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 Shuangjie Liansheng Rolled Steel Co., Ltd. (the “Lessee”), an unrelated third party, whereby General Steel (China) leased parts of its facility located at No. 1, Tonga Street, Daqiuzhuang Town, Jinghai County, Tianjin City to the Lessee for a monthly payment of $0.1 million (RMB 0.5 million). The lease expires in May 2021. Management evaluates the fair value of General Steel (China) long-lived assets on an annual basis, or upon a triggering event which would require an assessment sooner. As of September 30, 2015, Management is of the opinion that the fair value of the property, plant and equipment exceed their current carrying value.

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 subsidiary 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 a 20-year Unified Management Agreement (the “Unified Management Agreement”) was entered into between our Company, Longmen Joint Venture, Shaanxi Coal and Shaanxi Steel. Longmen Joint Venture was determined as a Variable Interest Entity (“VIE”) and we are the primary beneficiary.

Currently, Longmen Joint Venture has five branch offices, four consolidated subsidiaries/VIE and one entity in which it has a noncontrolling interest. It employs approximately 8,400 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 177 vehicles and provides transportation services exclusively to Longmen Joint Venture

Longmen Joint Venture’s rebar products are categorized within the steel industry as “longs” (in reference to their shape). Rebar is generally considered a regional product because its weight and dimension 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 approximately a 72% share of the Xi’an market for rebar.

An established regional network of approximately one hundred twenty-eight distributors, together with smaller distributors and three sales offices sell Longmen Joint Venture’s products. All products are sold 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 of 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 Xiang Jia Ba hydropower projects.

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.

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 $605.8 million (or approximately RMB 3.7 billion) of the constructed iron and steel making facilities owned by Shaanxi Steel, which includes one 400 m ² sintering machine, two 1,280 m 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 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, the facilities contribute three million tons of crude steel production capacity per year.

Longmen Joint Venture pays Shaanxi Steel for the use of the constructed 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 or loss generated by Longmen Joint Venture decreased from 60% to 36%. However, the overall capacity under the management of Longmen Joint Venture increased by three million tons, or 75%. The Agreement improved 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. There has been no adjustment to the Agreement from its inception to the present time, nor intention to make future adjustment by the Company and Shaanxi Steel. The Agreement does not preclude the Company from selling its 60% ownership interest of Longmen Joint Venture.

The Agreement constitutes an arrangement that involves a lease which meets certain of the criteria of a capital lease and therefore the assets constructed by Shaanxi Steel are accounted for by Longmen Joint Venture as a capital lease. The profit sharing liability portion of the lease obligation, representing 40% of the pre-tax profit generated by the Asset Pool, is accounted for by Longmen Joint Venture as a derivative financial instrument at fair value.

Due to recurring losses and the deterioration of steel industry conditions in the second quarter of 2015, Management downgraded the evaluated fair value of Longmen Joint Venture’s long-lived assets in second quarter of 2015, and an impairment charge of approximately $974 million was recorded (Also see critical accounting policies – impairment of long-lived assets below). As of September 30, 2015, Management is of the opinion that the fair value of the property, plant and equipment exceed their current carrying value.

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 was 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 that targeted customers in Guangxi Province and the western region of Guangdong. To take advantage of a stronger market demand in Shaanxi Province, between 2009 and 2010, we relocated the 1.8 million metric ton capacity rebar production line and high-speed wire production line from Maoming Hengda's facility to Longmen Joint Venture.

In December 2010, we brought online a new 400,000 ton capacity rebar production line. On December 15, 2013, Maoming Hengda entered into a lease agreement with Zhongshan Baohua Rebar Factory, with which Maoming Hengda leased the 400,000 ton capacity rebar production line and various other buildings and equipment to Zhongshan Baohua Rebar Factory, for an annual payment of $1.2 million (RMB 7.2 million) for eight years between March 2014 and February 2022.

Management evaluates the fair value of Maoming Hengda’s long-lived assets on an annual basis, or upon a triggering event which would require an assessment sooner. As of September 30, 2015, Management is of the opinion that the fair value of the property, plant and equipment exceeded their current carrying value.

Tianjin General Shengyuan IoT Technology Co., Ltd

On February 10, 2015, we reached a definitive agreement (“the Agreement”) to form a joint venture with a team of RFID experts (the “Expert Team”), to develop and commercialize RFID technology data solutions. The joint venture entity named Tianjin General Shengyuan IoT Technology Co., Ltd. (“General Shengyuan IoT”) obtained its business license on February 13, 2015.

The Expert Team includes several forerunners in the data integration and logistics industries, led by Mr. Michael Au, a veteran with over 17 years of experience and more than a dozen patents in RFID technology. In 1997, Mr. Au developed and patented the first non-contact RFID device for moving vehicles that is still being used today for highway toll collections in the Guangdong Province. In 2005, Mr. Au co-founded Xindeco IoT (formerly Xinda Huicong Technology Company), the first China-based company specializing in the development and production of UHF RFID tags. Supporting Mr. Au and acting as the Expert Team’s chief technical adviser will be Dr. Changyu Wu, a member of the US Institute of Electrical and Electronics Engineers with over 20 years of experience in the development of data-integration devices. Michael Au was appointed as CEO of General Shengyuan IoT.

The joint venture brings together the strength and expertise of each partner in developing and commercializing RFID technologies and a cloud-based, Internet-of-Things platform. We own 70% of General Shengyuan IoT by contributing $1.6 million (RMB 10.0 million), while the Expert Team contributes intellectual property, including proprietary RFID technologies, licensed patents and domain expertise. The venture’s proprietary RFID tags and related applications can effectively track supplies, inventories, and goods throughout the manufacturing process, as well as, finished goods and merchandises in transit. Meanwhile, the venture’s cloud-based Internet-of-Things platform for bulk commodity logistics provides real-time data on supplies, inventory, and goods, thereby greatly enhancing its customers’ administration and planning processes, as well as, asset tracking and supply chain management. General Shengyuan IoT is still in the development stage and did not incur revenues or significant operating expenses during the period.

Catalon Chemical Corp.

In October 2015, we completed the acquisition of an 84.5% equity interest in Catalon Chemical Corp. (“Catalon”), a Delaware corporation headquartered in Virginia that develops and manufactures De-NOx honeycomb catalysts and industrial ceramics. Catalon's honeycomb technology is an integral part of the selective catalytic reduction ("SCR") process widely used in steel mills, thermal power stations, waste incinerators, stationary diesel motors, industrial plants, and heavy-duty trucks. The acquisition is expected to enable the Company to pursue the large and rapidly growing cleantech business in China to facilitate its business transformation.

Production Capacity Information Summary by Subsidiary

Annual Production Capacity (metric tons)	General Steel (China) (1)	Longmen Joint Venture	Maoming Hengda (1)
Crude Steel	-	7 million	-
Processing	400,000	5 million	400,000

Main Products	Hot-rolled sheet	Rebar/High-speed wire	Rebar

Main Application	Light Agricultural vehicles	Infrastructure and construction	Infrastructure and construction

(1)

The production facilities of General Steel (China) and Maoming Hengda currently are leased to unrelated parties.

Marketing and Customers

We sell our products primarily to distributors and related parties, 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, timeliness of customer services, 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 and nine months ended September 30, 2015, approximately 48.3% and 27.9% of our sales were to five customers, respectively. 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

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 China’s top five economic priorities. Shaanxi Province, where Longmen Joint Venture is located, has been designated as a focal point for development in the Western region, and Xi’an, the provincial capital, has been designated as a focal point for this development in China. Longmen Joint Venture is 180 kilometers from Xi’an 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 7.4% for the national GDP, a GDP increase of 9.7% was reported by Shaanxi Province in 2014. Additionally, according to Accounting and Corporate Finance Production Statistics in China, Sichuan Province also reported a healthy GDP increase of 8.5% in 2014. We have a sales office in Chengdu City, Sichuan Province to meet the increasing demand for the production of steel.

According to the Shaanxi provincial government, the total fixed asset investment for the Shaanxi Province was approximately $299 billion (RMB 1.84 trillion) for the year ended December 31, 2014, an increase of 17.8% over the same period in 2013.

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, 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 an investment of approximately $40.2 billion (RMB 260 billion) by 2015 and 8,080 kilometers of highway by 2020. The infrastructure and construction projects provide strong and stable demand for our steel products in this area, in which we have over 70% of the market share.

In February 2012, the government approved the Western Development 12^th Five Year Plan, which continues the efforts to develop the Western areas. The Plan is centered on the infrastructure and construction, highlighted by the development of economic zones, construction of roads/railway and hydro projects, which drive the local demand for steel products.

In February 2014, National Development and Reform Commission (“NDRC”) announced nine focal points of the western development, which will speed up the major infrastructure construction in the western areas, including the construction of railway, highway and hydro-projects.

China’s central government also introduced the One Belt and One Road (“OBAOR”) strategy, with an aim to create new markets for China’s products by promoting China’s infrastructure investments in less-developed countries. “One Road” refers to the 21st century Maritime Silk Road initiative, which seeks to extend China’s trading and infrastructure investments into Southeast Asian nations and further afield to south Asia and Africa. “One Belt” refers to the Silk Road Economic Belt, which extends into central Asian nations.

According to figures released by China’s National Development and Reform Commission, 33 infrastructure projects kicked off in 2014 in Western China, worth a total investment of RMB 835.3 billion ($134.7 billion), more than doubled from a total investment of RMB 326.5 billion on 20 projects in 2013.

We anticipate consistent demand for our products driven by these and many other construction and infrastructure projects despite pricing challenges under the current industry climate. 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.

Supply of Raw Materials

The primary raw materials we use for steel production are iron ore, coke, hot-rolled steel coil and steel billets. 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 is the main raw material used to produce hot-rolled steel coil and steel billets. Therefore, 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 73% 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 Chinese domestic steel industry’s 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.

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.

Industry Environment

Despite demand growth experienced throughout the past years, the overall nationwide steelmaking capacity still exceeds steel demand. There is significant over-capacity in the Chinese steel sector which is putting pressure on operators’ profitability and has become the most significant challenge in the steel manufacturing business. Chinese crude steel production reached a record high of 823 million tons in 2014, an increase of 0.89% over 2013, while the total consumption of crude steel was only 738 million tons in 2014, a decrease of 3.4% from the same period last year, according to the China Iron and 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 few 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 end consumers due to the market overcapacity and fragmentation.

China’s steel industry is highly fragmented, and the Chinese government continues to encourage industry consolidation. The Chinese central government has had a long-stated goal to consolidate 60% of domestic steel production among the top ten producers by 2015, and expanding to 70% by 2020. The top ten producers’ output fell to 39% of the national output in 2013 from 49% in 2010, which is still below the 60% target for 2015 set in the 12^th year plan.

Meanwhile, the Ministry of Industry and Information Technology of the People's Republic of China is targeting to cut up to 80 million metric tons of capacity by the end of 2018. In April 2012, the central government announced its goal of reducing obsolete iron and steel capacities by 17.8 million tons in 2012 and successfully reached the goal and eliminated 20.2 million tons of obsolete iron and steel capacity. In April 2013, the central government published the industry target of eliminating 10.4 million tons of obsolete iron and steel capacities in 2013 and successfully eliminated 16.9 million tons of obsolete iron and steel capacity. In May 2014, the government reaffirmed its determination of industry consolidation, and announced that it plans to eliminate 28.7 million tons of obsolete iron and steel capacity in 2014 and successfully eliminated 31.1 million tons, which was more than the original target amount. Such industry consolidation through the reduction of obsolete iron and steel capacities are not expected to directly impact our Company because we continue to see a strong demand for our products, especially in Western China, and believe there are significant growth opportunities in the industry and market we serve.

Despite the government’s initiatives to encourage industry consolidation and cut over-capacity, it is estimated that new capacity of approximately 20~25 million metric tons was added in 2014. Excess supply, weakening economic growth, and sagging prices have resulted in depressed margins and operating losses. According to statistics by China Iron and Steel Association, the blended net margin of China steel enterprises in 2014 was only 0.85%, with approximately 15% of major steel companies monitored by China Iron and Steel Association still incurring operating losses.

On July 12, 2010, the Ministry of Industry & Information Technology 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.

Since 2013, the government has exerted a more stringent environment protection policy on the steel industry. In January 2014, the Ministry of Industry and Information Technology of the People's Republic of China (the "MIIT") announced a List of Enterprises Fulfilling the Iron and Steel Industry Specification (the "List"). The List includes a highly-selected group of large and medium steel manufacturers that have met or exceeded more stringent national requirements and standards on product quality, environmental protection, energy consumption, workmanship and equipment, production scale, as well as work safety and social responsibility. The MIIT will collaborate with China's other governmental agencies to provide support to the List's members and to speed up the steel industry's restructuring and consolidation. Steel makers omitted from the List will most likely face higher electricity costs, more restrictive administrative measures, and adverse effects of forceful regulations intent on reducing the nation's overcapacity. Longmen Joint Venture, the major facility of General Steel, has been included on the List as one of the key steel enterprises in China’s Shaanxi Province.

Results of Operations for the Three Months Ended September 30, 2015

Net Gain (Loss) – Trading Activities

Three months ended September 30, 2015 compared with three months ended September 30, 2014

(in thousands)	Three months ended
	September 30, 2015		September 30, 2014			Change %

Net Gain (Loss) – Trading Activities	$	1,173	$	(267	)		539.3	%

General Steel (China) engages in trading transactions in which we act as an agent between the suppliers and the customers. The trading arrangements are such that the suppliers are the primary obligators, we do not have any general inventory risk, physical inventory loss risk or credit risk, and we do not have much latitude in establishing price. Sales and cost of goods sold from these trading arrangements are recorded at the net amount.

Net gain from trading activities increased by 539.3% to $1.2 million for the three months ended September 30, 2015, compared to net loss $0.3 million for the same period in 2014. The increase of net gain was mainly due to the iron ore prices going down immediately after the trading transactions were entered into with our customers, which led to a lower purchase price from our suppliers as compared to our selling price and resulted in a net gain during the three months ended September 30, 2015 as compared to the net loss in the three months ended September 30, 2014, which was mainly due to the iron ore prices going up immediately after the trading transactions were entered into with our customers leading to a higher purchase price from our suppliers as compared to our selling price and resulted in net loss.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014

(in thousands)	Nine months ended
	September 30, 2015		September 30, 2014			Change %

Net Gain (Loss) – Trading Activities	$	1,175	$	(714	)		264.6	%

Net gain from trading activities increased by 264.6% to $1.2 million for the nine months ended September 30, 2015, compared to net loss $0.7 million for the same period in 2014. The increase of net gain mainly due to the iron ore prices going down immediately after the trading transactions were entered into with our customers, which led to a lower purchase price from our suppliers as compared to our selling price and resulted in net gain during the nine months ended September 30, 2015 as compared to the net loss in the nine months ended September 30, 2014, which was mainly due to the iron ore prices going up immediately after the trading transactions were entered into with our customers leading to a higher purchase price from our suppliers as compared to our selling price and resulted in a net loss.

General and Administrative Expenses (“G&A”)

Three months ended September 30, 2015 compared with three months ended September 30, 2014

(in thousands)	Three months ended
	September 30, 2015			September 30, 2014			Change %

General and administrative expenses	$	(3,386	)	$	(2,065	)		64.0	%

G&A expenses increased by 64.0% to $3.4 million for the three months ended September 30, 2015, compared to $2.1 million for the same period in 2014. The increase was mainly due to the increase of professional expenses of approximately $1.3 million in related to the shares that we issued to a consulting firm for business growth and strategic consulting.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014

(in thousands)	Nine months ended
	September 30, 2015			September 30, 2014			Change %

General and administrative expenses	$	(6,971	)	$	(6,983	)		(0.2	)%

G&A expenses decreased by 0.2% to $6.9 million for the nine months ended September 30, 2015, compared to $6.9 million for the same period in 2014. The G&A expenses during the nine months ended September 30, 2015 are fairly consistent with the same period a year ago. G&A expenses primarily consisted of salary expenses, depreciation expenses, professional expenses and rental expense.

(Loss) Income from Operations

Three months ended September 30, 2015 compared with three months September 30, 2014

(in thousands)	Three months ended
	September 30, 2015			September 30, 2014			Change %

Loss from operations	$	(2,213	)	$	(2,332	)		(5.1	)%

Loss from operations for the three months ended September 30, 2015 was $(2.2) million as compared to a loss of $(2.3) million for the same period in 2014. The decrease in loss from operations was predominantly due to the increase in net sales offset by the increase in G&A expenses.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014

(in thousands)	Nine months ended
	September 30, 2015			September 30, 2014			Change %

Loss from operations	$	(5,796	)	$	(7,697	)		(24.7	)%

Loss from operations for the nine months ended September 30, 2015 was $(5.8) million as compared to $(7.7) million for the same period in 2014. The decrease in loss from operations was predominantly due to the increase in net sales.

Other Income (Expense)

Three months ended September 30, 2015 compared with three months ended September 30, 2014

(in thousands)	Three months ended
	September 30, 2015			September 30, 2014			Change %

Interest income		758			81			835.8	%
Finance/interest expense		(753	)		(1,590	)		(52.6	)%
Foreign currency transaction (loss) gain		(1,468	)		3,075			(147.7	)%
Other non-operating income (expense), net		225			231			(2.6	)%
Total other (expense) income, net	$	(1,238	)	$	1,797			(168.9	)%

Total other expense, net, for the three months ended September 30, 2015 was $(1.3) million, a 169.0% decrease compared to $1.8 million other income for the same period in 2014. The decrease was mainly a result of the $4.5 million increase in foreign currency transaction loss, which was mainly due to the depreciation of Chinese RMB against the United States dollars as compared to a year ago with the appreciation of Chinese RMB against the United States dollars. The increase in foreign currency transaction (loss) gain was offset partially by a $0.7 million increase in interest income from loans receivable – related parties as the weighted average outstanding balance of the loans increased during the three months ended September 30, 2015 compared to the same period a year ago. The increase in total other expense, net also was offset partially by a $0.8 million decrease in finance/interest expense as the weighted average outstanding bank loan balance decreased for the three months ended September 30, 2015 compared to the same period a year ago.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014

(in thousands)	Nine months ended
	September 30, 2015			September 30, 2014			Change %

Interest income	$	2,129		$	564			277.5	%
Finance/interest expense		(3,094	)		(4,783	)		(35.3	)%
Loss from equity investment		(5	)		-			(100.0	)%
Foreign currency transaction (loss) gain		(1,107	)		3,075			(136.0	)%
Other non-operating income (expense), net		687			688			(0.1	)%
Total other expense, net	$	(1,390	)	$	(456	)		204.8	%

Total other expense, net, for the nine months ended September 30, 2015 was $1.4 million, a 204.8% increase compared to $0.5 million for the same period in 2014. The increase was mainly a result of the $4.2 million increase in foreign currency transaction loss, which was mainly due to the depreciation of Chinese RMB against the United States dollars during the quarter ended September 30, 2015 as compared to a year ago with the appreciation of Chinese RMB against the United States dollars. The increase in other expenses, net also was attributable to the decrease of finance/interest expense of $1.7 million offset by the increase in interest income of $1.6 million. The increase in interest income from loans receivable – related parties was due to the increase in the weighted average outstanding balance of the loans during the three months ended September 30, 2015 compared to the same period a year ago. The decrease in finance/interest expense was due to the decrease in the weighted average outstanding bank loan balance for the three months ended September 30, 2015 compared to the same period a year ago.

Income Taxes

For the three months and nine months ended September 30, 2015 and 2014, we had no tax provision for income taxes. We evaluated the deferred tax assets and concluded the net operating loss may not be fully realizable and to provide 100% valuation allowance for the deferred tax assets for our continuing operations. No deferred income tax benefit was recorded for the three months ended September 30, 2015 as the resulting deferral of tax assets being fully reserved because the benefit was not considered to be realizable due to recent historical experience.

Net Loss from Continuing Operations

Three months ended September 30, 2015 compared with three months ended September 30, 2014

(in thousands)	Three months ended
	September 30, 2015			September 30, 2014			Change %

Net loss from continuing operations	$	(3,451	)	$	(535	)		545.0	%

Net loss from continuing operations for the three months ended September 30, 2015 was $(3.5) million as compared to a loss of $(0.1) million for the same period in 2014. The increase in loss from operations was predominantly due to the increase in G&A expenses and increase in other expenses, net offset by the increase in net sales.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014

(in thousands)	Nine months ended
	September 30, 2015			September 30, 2014			Change %

Net loss	$	(7,186	)	$	(8,153	)		(11.9	)%

Net loss from continuing operations for the nine months ended September 30, 2015 was $(7.2) million as compared to a loss of $(8.2) million for the same period in 2014. The decrease in loss from operations was predominantly due to the increase in net sales offset by the increase in other expenses, net.

Net Loss from Operations to be Disposed

Three months ended September 30, 2015 compared with three months ended September 30, 2014

(in thousands)	Three months ended
	September 30, 2015			September 30, 2014			Change %

Net loss from operations to be disposed, net of applicable income taxes	$	(91,046	)	$	(4,629	)		1,866.9	%

Net loss from operations to be disposed for the three months ended September 30, 2015 was $(91.0) million as compared to a loss of $(4.6) million for the same period in 2014. The increase in loss from operations was predominantly due to the loss from our Longmen Joint Venture operations as a result of a significant decrease in rebar selling price despite an increase of sales volume during the quarter.

For the third quarter of 2015, sales from operations to be disposed amounted to $529.1 million, a decrease of $33.8 million or 6% compared to $562.8 million for the third quarter of 2014. The decrease was mainly due to a decline in the average selling price of rebar by 30.4% from $388.1 per metric ton in the third quarter of 2014 to $270.2 per metric ton in the third quarter of 2015 despite a 35.8% increase in sales volume from 1.4 million metric tons in the third quarter of 2014 to 2.0 million metric tons in the third quarter of 2015.

For the third quarter of 2015, cost of goods sold from operations to be disposed amounted to $577.8 million, an increase of $24.9 million or 4.5% compared to $553.0 million for the third quarter of 2014. The increase was mainly driven by the 35.8% increase in sales volume despite the decreased unit costs of raw materials. The average costs of rebar manufactured decreased by 22.6% to approximately $295.1 per metric ton in the third quarter of 2015 from approximately $381.3 per metric ton in the same period of 2014.

As a result, our gross loss from operations to be disposed in the third quarter of 2015 was $(48.8) million, an increase in loss of $(58.6) million compared to a gross profit of $9.9 million in the third quarter of 2014. Along with a $5.0 million increase in selling, general and administrative expenses mainly due to increase in freight cost along with the increase in sales volume, a decrease in $14.7 million gain from change in fair value of profit sharing liabilities and $3.5 million increase in finance/interest expense, net loss from operations to be disposed increased to $(91.0) million as compared to a $(4.6) million loss for the same period in 2014.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014

(in thousands)	Nine months ended
	September 30, 2015			September 30, 2014			Change %

Net loss from operations to be disposed, net of applicable income taxes	$	(1,195,723	)	$	(83,149	)		1,338.0	%

Net loss from continuing operations for the nine months ended September 30, 2015 was $(1.2) billion as compared to a loss of $(83.1) million for the same period in 2014. The increase in loss from operations was predominantly due to the loss from our Longmen Joint Venture operations as a result of a significant decrease in rebar selling price despite an increase of sales volume during the quarter.

For nine months ended September 30, 2015, sales from operations to be disposed amounted to $1.4 billion, a decrease of $359.2 million or 20.6% compared to $1.7 billion for the same period in 2014. The decrease was mainly due to a decline in the average selling price of rebar by 29.8% from $428.3 per metric ton in nine months ended September 30, 2014 to $300.5 per metric ton in the nine months ended September 30, 2015 despite a 13.5% increase in sales volume from 4.1 million metric tons in 2014 to 4.6 million metric tons in 2015.

For nine months ended September 30, 2015, cost of goods sold from operations to be disposed amounted to $1.5 billion, a decrease of $198.2 million or 11.5% compared to $1.7 billion for the same period in 2014. The decrease was mainly driven by the decreased unit costs of raw materials. The average costs of rebar manufactured decreased by 21.8% to approximately $332.0 per metric ton for the nine months ended September 30, 2015 from approximately $424.5 per metric ton in the same period of 2014.

As a result, our gross loss from operations to be disposed for the nine months ended September 30, 2015 was $(145.2) million, an increase in loss of $(161.0) million compared to a gross profit of $15.9 million in the same period of 2014. Along with a $5.8 million increase in selling, general and administrative expenses mainly due to increase in freight cost along with the increase in sales volume, $27.7 million increase in excess overhead during maintenance, $973.9 million increase in impairment charge, and $58.7 million increase in gain from change in fair value of profit sharing liabilities, net loss from operations to be disposed increased to $(1.2) billion as compared to a $(83.1) million loss for the same period in 2014.

Net Loss attributable to General Steel Holdings, Inc.

Three months ended September 30, 2015 compared with three months ended September 30, 2014

(in thousands)	Three months ended
	September 30, 2015			September 30, 2014			Change %

Net loss	$	(94,497	)	$	(5,164	)		1,729.9	%
Less: Net loss attributable to the noncontrolling interest from continuing operations		-			-			-
Less: Net loss attributable to the noncontrolling interest from operations to be disposed		(34,016	)		(1,674	)		1,932.0	%
Net loss attributable to General Steel Holdings, Inc.	$	(60,481	)	$	(3,490	)		1,633.0	%

Net loss attributable to us for the three months ended September 30, 2015 was $(60.5) million as compared to $(3.5) million for the same period in 2014. The increase in net loss attributable to us for the three months ended September 30, 2015 was mainly a result of the loss from our Longmen Joint Venture operations, which our board of directors have authorized the Company’s Appropriate officers to investigate and pursue the potential sale of Longmen Joint Venture.

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.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014

(in thousands)	Nine months ended
	September 30, 2015			September 30, 2014			Change %

Net loss	$	(1,202,909	)	$	(91,302	)		1,217.5	%
Less: Net loss attributable to the noncontrolling interest from continuing operations		-			-			-
Less: Net loss attributable to the noncontrolling interest from operations to be disposed		(482,248	)		(33,229	)		1,351.3	%
Net loss attributable to General Steel Holdings, Inc.	$	(720,661	)	$	(58,073	)		1,141.0	%

Net loss attributable to us for the nine months ended September 30, 2015 was $(720.7) million as compared to $(58.1) million for the same period in 2014. The increase in net loss attributable to us for the three months ended September 30, 2015 was mainly a result of the loss from our Longmen Joint Venture operations, which our board of directors have authorized the Company’s Appropriate officers to investigate and pursue the potential sale of Longmen Joint Venture.

Liquidity and capital resources

As of September 30, 2015, our current liabilities exceeded the current assets by approximately $1.5 billion. 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 a plan to obtain sufficient funds to meet our working capital requirements and debt obligations as they become due. However, this plan is based on our operating results not continuing to deteriorate and on our continued reliance on our vendors and related parties, most of which are also exposed to the difficult operating climate in the steel industry, being able to provide continued financial support . In addition, even if the steel industry assets can be disposed of on terms favorable to the Company, the new business ventures and recently acquired businesses are not yet profitable or proven. Therefore, as noted in the Liquidity and Going Concern section below, there continues to be substantial doubt about our ability to continue as a going concern.

As of September 30, 2015, we had cash and restricted cash aggregating $12.6 million, of which $12.5 million was restricted.

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, customer deposits and 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 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.

We have previously raised money in the U.S. capital markets which provided the capital needed for our operations 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 operations of General Steel Holdings, Inc. and General Steel Investment.

Although the steel industry is slowing down due to over-capacity issues in the PRC, in order for us to stay competitive, we continue to look for opportunities to improve the efficiency on our production lines. 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 September 30, 2015, we had $414.4 million in short-term notes payable liabilities, of which $394.0 million are held for sale, which were secured by restricted cash of $152.2 million and restricted notes receivable of $21.4 million. 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. However, we are subject to pay a transaction fee of 0.05% of the notes’ value. In addition, the banks usually require us to deposit either a certain amount of cash at the bank as a guarantee deposit or provide notes receivable as security.

Short-term Loans – Banks

As of September 30, 2015, we had $95.8 million in short-term bank loans, of which $57.7 million are held for sale. 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 10 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 19 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 4.6% to 12.0% 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 4.6% to 12.0% 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.

Longmen Joint Venture’s financing sales for the three months ended September 30, 2015 and 2014 amounted to $105.8 million and $259.7 million, respectively, which are eliminated in the our consolidated financial statements. The financial cost related to financing sales for the three months ended September 30, 2015 and 2014 amounted to $0.2 million and $1.4 million, respectively.

Longmen Joint Venture’s financing sales for the nine months ended September 30, 2015 and 2014 amounted to $331.6 million and $719.3 million, respectively, which are eliminated in our consolidated financial statements. The financial cost related to financing sales for the nine months ended September 30, 2015 and 2014 amounted to $1.5 million and $3.1 million, respectively

Liquidity and Going Concern

Our accounts have been prepared assuming that we will continue as 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 become due. The steel business is capital intensive and as a normal industry practice in PRC, our 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 our Company. As a result, our equity were in deficiencies as of September 30, 2015 and December 31, 2014. As of September 30, 2015, our current liabilities exceed current assets (excluding deferred lease income) by $1.5 billion, which raises substantial doubt about our ability to continue as a going concern.

Management has also implemented the following plans that are intended to mitigate the conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

Longmen Joint Venture, as our most important subsidiary, accounted for a 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.

For more details and terms about our financial supports, see Note 2(d) in our Notes to the condensed consolidated financial statements.

With the financial support from the banks and the companies and management’s continued effort in obtaining additional financial supports from banks and other companies, management plans outlined above and summarized below are expected to provide sufficient funds to meet its future operations, working capital requirements and debt obligations until the end of September 30, 2016. However, these plans are based on our operating results not continuing to deteriorate and on significant vendors and related parties, most of which are also exposed to the challenging operating climate within the steel industry, being able to provide continued financial support. In addition, even if the steel business assets can be disposed of on terms favorable to us, the new business ventures recently established or acquired are not yet profitable or proven. As such, there continues to be substantial doubt about our ability to continue as a going concern. 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 September 30, 2016
Current liabilities over current assets (excluding deferred lease income) as of September 30, 2015 (unaudited)	$	(1,481.0	)
Projected cash financing and outflows:
Cash provided by line of credit from banks		144.4
Cash provided by vendor financing		1,019.9
Cash provided by other financing		397.2
Cash provided by sales representatives		6.3
Cash projected to be used in operations in the twelve months ended September 30, 2016		(30.3	)
Cash projected to be used for financing cost in the twelve months ended September 30, 2016		(46.6	)
Net projected change in cash for the twelve months ended September 30, 2016	$	9.9

Cash-flow

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2015 and 2014 was $(145.1) million compared to $42.6 million net cash provided by operating activities, respectively. This change was mainly due to the combination of the following factors:

The impact of some non-cash items included in net loss from continuing operations of $5.7 million for the nine months ended September 30, 2015, compared to $(1.4) million in the same period in 2014. The non-cash items include the following:

Depreciation, amortization and depletion;

Stock issued for service and compensation;

Loss from equity investments; and

Foreign currency transaction loss.

The primary reasons for the material fluctuations in cash inflow were as follows:

Other receivables: The decrease in other receivables was mainly due to the increase in business related expenses imbursement and advances returned to the Company during the nine months ended September 30, 2015;

Advance on inventory purchases, including related parties: The decrease in advance on inventory purchases, including related parties, was mainly due to the decrease in raw material prices leading to less payments being made to suppliers for trading business purchases to meet future needs. Advance payment is a prevailing requirement on iron ore purchases in the trading business;

Accounts payable – related parties: The increase in accounts payable – related parties was mainly due to we are paying less to its related party suppliers as compared to the same period in 2014 in our trading business; and

Other payables – related parties: The increase in other payables – related parties was mainly due to we made less payments to our related parties for the nine months ended September 30, 2015 compared to the same period in 2014.

The primary reasons for material fluctuations in cash outflow were as follows:

Accounts receivable: The increase was mainly due to more trading business sales to third parties were incurred that have not yet been collected for the nine months ended September 30, 2015 compared with the same period in 2014;

Other receivables – related parties: The increase was mainly due to an increase in receivables incurred with related parties for cash flow purpose for doing business on our behalf;

Prepaid expenses and other: The increase was mainly due to we made more prepaid expenses to be amortized for future periods during the nine months ended September 30, 2015;

	-	Customer deposits, including related parties: The decrease was mainly due to less of customers making prepayments to us prior to September 30, 2015 for our trading business. These deposits were subsequently netted against the corresponding cost of goods sold in our trading transactions after September, 2015 in accordance with our revenue recognition policy; and

	-	Net cash used in operating activities from operations to be disposed: The cash outflow mainly due to we incurred significant losses from our Longmen Joint Venture during the nine months ended September 30, 2015.

Investing activities

Net cash provided by investing activities was $91.7 million for the nine months ended September 30, 2015 compared to net cash used in investing activities of $(104.6) million for the nine months ended September 30, 2014. Fluctuation in cash inflow 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 nine months of 2015, such balance decreased because we needed less notes payable to settle with suppliers. The increase in cash inflow was also due to $3.5 million net loan repayment from related parties and $91.5 million provided by our operations to be disposed during the nine months ended September 30, 2015. The increase in cash provided was partially offset by the payment of short-term investments of $4.9 million.

Financing activities

Net cash provided by financing activities was $36.8 million for the nine months ended September 30, 2015 compared to $51.1 million for the nine months ended September 30, 2014. Compared to the same period in 2014, the increase of cash inflow from financing activities was mainly driven by the following:

Short term loans – others: We borrowed more from unrelated parties for the nine months ended September 30, 2015 compared to the same period in 2014;

Short term loans – related parties: We borrowed more and repaid fewer loans from related parties for the nine months ended September 30, 2015 as compared to the same period in 2014; and

Net cash provided by financing activities from operations to be disposed are $34.4 million

The cash inflow was offset by the following cash outflow:

Short term notes payable: We repaid more short term notes payable during the nine months ended September 30, 2015 compared to the same period in 2014; and

Short term loans - bank: We repaid more loans from banks for the nine months ended September 30, 2015 as they became due than we borrowed compared to the same period in 2014.

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:

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 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, 0.9 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 $35.6 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 2011, more than $9.6 million (RMB 60 million) was used on the technical upgrade and renovation of our converters and $0.88 billion (RMB 5.5 billion) was spent 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 September 30, 2015 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 (including our contractual obligations held for sale) as of September 30, 2015 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)
Notes payable	$	414,401		$	414,401		$	-		$	-		$	-
Bank loans		95,787			95,787			-			-			-
Other loans, including related parties		409,078			409,078			-			-			-
Deposits due to sales representatives, including related parties		6,311			6,311			-			-			-
Operating lease commitments		46,969			1,937			3,444			2,400			39,188
Construction obligations - Longmen Joint Venture		7,174			7,174			-			-			-
Long term loan – Shaanxi Steel		339,437			-			339,437			-			-
Capital lease obligation		399,373			10,156			160,165			25,580			203,472
Total		1,718,530			944,844			503,046			27,980			242,660
Less: contractual obligation from operations held for sale		(1,651,616	)		(878,973	)		(502,003	)		(27,980	)		(242,660	)
Total contractual obligations – continuing operations	$	66,914		$	65,871		$	1,043		$	-		$	-

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 September 30, 2015, Longmen Joint Venture (operations to be disposed) guaranteed bank loans for related parties and third parties, including lines of credit, amounting to $70.9 million, as follows:

Nature of guarantee	Guarantee amount		Guaranty Due Date
	(In thousands)
Line of credit	$	63,074	Various from October 2015 to May 2016
Bank loan		7,845	April 2016
Total	$	70,919

As of September 30, 2015, 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% directly owned subsidiary. Upon entering into the Unified Management Agreement, 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:

The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and

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, 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, we and Shaanxi Steel may provide such support on a discretionary basis in the future, which could expose us to a loss.

As discussed in Note 2(c) to the consolidated financial statements – Consolidation of VIE, 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”). 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 invested in by Longmen Joint Venture in June 2007 and July 2008, respectively. 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. The assets, liabilities and the operating results of Hualong are immaterial to our consolidated financial statements as for and during the three and nine months ended September 30, 2015 and 2014.

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 assets, liabilities and the operating results of Huatianyulong are immaterial to our consolidated financial statements as for and during the three and nine months ended September 30, 2015 and 2014.

We have determined that it is appropriate for Longmen Joint Venture to consolidate Hualong and Huatianyulong 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 U.S. GAAP regarding revenue recognition. Sales revenue is 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 revenue represents 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.

We infrequently engage in trading transactions in which we acts as an agent between the suppliers and the customers. The trading arrangements are such that the suppliers are the primary obligators, we do not have any general inventory risk, physical inventory loss risk or credit risk, and we do not have latitude in establishing price. Sales and cost of goods sold from these trading arrangements are recorded at the net amount retained in accordance with ASC 605-45.

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

The estimated useful lives are as follows:

Buildings and Improvements	10-40 Years
Machinery	10-30 Years
Machinery and equipment under capital lease	10-20 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 undiscounted 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.

As of September 30, 2015, we have recorded an impairment loss of $973.9 million (RMB 6.0 billion) to reduce the carrying value of our plant and equipment to its fair value. We used the discounted cash flows model to determine the fair value of these assets. The key assumptions that were included in the model are 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, and projected bank borrowings. We believed these assumptions provided us the best estimates of projecting our future cash flows on these assets, net of any related cash outflow of our cost, expenses and taxes related to these revenues. The estimated fair value of these assets may be lower than their current fair value, thus could result in further future impairment charge if potential events occur to further reduce the current selling price or product demand in the steel market or increase our cost that are associated with our revenues. In addition, competitive pricing pressure and changes in interest rates could materially and adversely affect our estimates of future net cash flows to be generated by our long-lived assets, and thus could result in further future impairment losses.

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 financial statements and accompanying notes. Significant accounting estimates reflected in our financial statements include the useful lives of and impairment for property, plant and equipment, 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.

One of our most significant estimates is the determination of fair value of the profit sharing liability. Since the liability is calculated and largely based on management’s expectations of product demand, pricing, raw materials cost and projected manufacturing efficiencies, it is susceptible to material changes when actual results deviate from those expectations. While we believe our current assumptions are reasonable and achievable, there is no assurance that those future expectations will be met or that significant adjustments won’t be required in the future.

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.

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 6.5% 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 borrowing;

interest rate index;

gross nation product index;

industry index; and

government policy.

Income Taxes

We did not conduct any business and did not maintain any branch office in the United States during the three and nine months ended September 30, 2015 and 2014. 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.

Maoming Hengda is located in Guangdong Province and is subject to an income tax rate of 25%.

Capital lease obligations

Iron and steel production facilities

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.

Energy-saving equipment

During 2013 and 2014, our subsidiary, Longmen Joint Venture, entered into capital lease agreements for energy-saving equipment to be installed throughout the production chain. Under these agreements, Longmen Joint Venture uses the energy-saving equipment for which the vendors are responsible for the design, purchase, installation, and on-site testing, as well as the ownership rights to the equipment during the lease periods. The lease periods, which vary between four to six years, begin upon the completion of the equipment installation, testing, and the issuance of the energy-saving rate reports to be agreed upon by both the vendors and Longmen Joint Venture. As the ownership rights of the equipment transfer to Longmen Joint Venture at the end of the lease periods, these agreements are accounted for as capital leases.

The minimum lease payments are based on the energy cost saved during the lease periods, which is determined by the estimated annual equipment operating hours per the lease agreements. If the actual annual equipment operating hours are less than the estimated amount, the lease periods may be extended, subject to further negotiation and agreement between us and the vendors. If the actual annual equipment operating hours exceed the estimated amount, we are obligated to pay the additional lease payment based on the additional energy cost saved during the lease period and recognize the additional lease payments as contingent rent expense. For the three and nine months ended September 30, 2015 and 2014, no contingent rent expense has incurred under these lease agreements.

Profit sharing liability

The profit sharing liability component of the capital lease obligation was 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. The profit sharing liability is accounted for separately from the fixed portion of the capital lease obligation (see Note 15 - “Capital lease obligation” in the Notes to Condensed Consolidated Financial Statements) and is accounted for as a derivative instrument in accordance with ASC 815-10-15-83. The estimated fair value of the profit sharing liability is reassessed at the end of each reporting period, with any change in fair value charged or credited to income as “Change in Fair Value of Profit Sharing Liability”. See Note 2(h) – “Financial instruments” in the Notes to Condensed Consolidated Financial Statements for details. As of Septebmer 30, 2015, we have reduced our profit sharing liability to $0.

Operations held for sale

Recently issued accounting pronouncements

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis. Under both current GAAP requirements and the amendments in this update, a decision maker is determined to be the primary beneficiary of a VIE if it satisfies both the power and the economics criteria. The primary beneficiary consolidates a VIE because it has a controlling financial interest. Under the requirements in current GAAP, if a fee arrangement paid to a decision maker, such as an asset management fee, is determined to be a variable interest in a VIE, the decision maker must include the fee arrangement in its primary beneficiary determination and could consolidate the VIE on the basis of power (decision-making authority) and economics (the fee arrangement). However, the amendments in this Update specify that some fees paid to a decision maker are excluded from the evaluation of the economics criterion if the fees are both customary and commensurate with the level of effort required for the services provided. Those amendments make it less likely for a decision maker to meet the economics criterion solely on the basis of a fee arrangement. The amendments in this update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. Management is evaluating the impact that will arise from these Amendments.

In April 2015, the FASB issued authoritative guidance on accounting for Interest-Imputation of Interest (Subtopic 835-30); Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). This update requires that debt issuance cost related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts, without changing existing recognition and measurement guidance for debt issuance costs. The new guidance is required to be applied on a retrospective basis and to be accounted for as a change in an accounting principle. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years and early adoption of the amendments in this update is permitted. We have applied early adoption of this standard in the second quarter of 2015. The implementation of this standard resulted in the reclassification of certain debt issuance costs from deferred financing cost to a reduction in the carrying amount of the related debt liability within our unaudited condensed consolidated balance sheets.

In July 2015, the FASB issued ASU No. 2015-11, an amendment to Topic 330 for simplifying the measurement of inventory. The update requires that inventory be measured at the lower of cost and net realizable value where net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendment is intended to provide clarification on the measurement and disclosure of inventory in Topic 330 and not intended for those clarifications to result in any changes in practice. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted for all entities and should be applied prospectively. We do not expect the adoption of ASU 2015-11 to have material impact on our unaudited condensed consolidated financial statements.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, to defer the effective date of ASC 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASC 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are evaluating the effect, if any, on our unaudited condensed consolidated financial statements.

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 September 30, 2015. 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 submits 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.

As a result of comments received from the Staff of the United States Securities and Exchange Commission following the Staff’s review of certain of our prior quarterly and annual reports, and based on subsequent communications between the Staff of the Commission and us, we concluded that the classification, display and disclosure of our profit sharing liability (which is accounted for at fair value as a derivative instrument liability) had been incomplete and inconsistent. As a result, we restated our financial statements and related disclosures for each of the reporting periods from the period ended June 30, 2011 to the period ended June 30, 2014. The restatements are set out in our Form 10-K/A for the year ended December 31, 2013 and Form 10-Q/A for the quarter ended June 30, 2014. Although the restatements did not result in any restatement of the reported balance sheets nor adjustment of reported net income for any period presented, because of the restatement, management concluded that the restatements resulted from control deficiencies that represent a material weakness in our disclosure controls and procedures. During the course of our audit for the year ended December 31, 2014, our auditors proposed numerous audit adjustments related to our year-end closing. Management concluded that these proposed adjustments (both recorded and waived) are a result of our control deficiencies that also represent a material weakness in our financial reporting.

Based on the above material weaknesses, our Chief Executive Officer and Chief Financial Officer concluded that our Company’s disclosure controls and procedures were not effective as of September 30, 2015.

Remediation

Our management has dedicated significant resources to correcting the control deficiencies and to ensuring that we take proper steps to improve our internal control over financial reporting in the area of financial statement disclosures.

We will take and have taken a number of remediation actions that we believe will improve the effectiveness of our internal control over financial reporting including the following:

We have engaged an outside professional consulting firm to supplement our efforts to improve our internal control over financial reporting;

We have engaged and will continue to engage accounting experts to review complex accounting transactions and our financial statement disclosures related to such transactions.

We have transitioned from the 1992 COSO framework for internal controls to the 2013 framework, which formalized the principles embedded in the original framework more explicitly, incorporated business and operating environment changes over the past two decades, and improved the framework’s ease of use and application.

We will implement a number of control procedures related to the control process for our year-end closing for each location to ensure the internal control over financial reporting is proper.

Management believes the foregoing efforts should effectively remediate the material weakness described above. However, there is no assurance that even we have taken the remediation actions that our Company’s disclosure controls and procedures will be effective or that other internal control deficiencies will not be identified in future reporting periods.

Despite the existence of the material weaknesses discussed above, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that the consolidated financials included in this Quarterly Report on Form 10-Q present, in all material aspects, our financial position, results of operations, comprehensive loss and cash flows for the periods presented, in conformity with U.S. GAAP.

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

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, 2014, which was filed with the SEC on April 10, 2015.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 6. EXHIBITS

31.1*		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.

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.

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.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*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.

	General Steel Holdings, Inc.

Date: December 24, 2015	By: /s/ Yunshan Li
	Yunshan Li
	Chief Executive Officer

Date: December 24, 2015	By: /s/ John Chen
	John Chen
	Director and Chief Financial Officer

Attached files

GENERAL STEEL HOLDINGS INC Reports

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