UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For Annual and Transition Reports Pursuant to Sections
13 or 15(d)of the Securities Exchange Act of 1934
(Mark One)
XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
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 0-11226
GOLDEN CYCLE GOLD CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0630963
(State of incorporation) (I.R.S. Employer
Identification No.)
Suite 209, 2340 Robinson Street,
Colorado Springs, CO 80904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 471-9013
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
Title of Each Class Name of Each Exchange on which registered
Common Stock, No Par Value Pacific Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: None
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. xx Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (para. 229.405 of this chapter) is not contained
herein, andwill not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. Disclosure
contained herein Disclosure not contained herein XX
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $14,168,000. This calculation is based on the
average of the bid and asked prices of the common stock on the Pacific
Exchange on March 26, 1999.
The number of shares of the Registrant's Common Stock, outstanding as of
March 26, 1999 was 1,878,450.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE:
Document Part of the Form 10K into
Definitive Proxy Statement which the Document is incorporated
to Shareholders Part III, Items 10, 11, 12 & 13
This Annual Report on Form 10-K contains certain forward looking
statements. Actual results could differ materially from those projected in
the forward looking statements as a result of certain factors, described
elsewhere herein, including but not limited to fluctuations in the market
price of gold and uncertainties regarding the ability of the Joint Venture
(as defined below) to operate profitably.
PART I
ITEM 1. BUSINESS
Golden Cycle Gold Corporation was incorporated under the laws of the
State of Colorado on May 19, 1972 for the purpose of acquiring and developing
the mining properties (the "Mining Properties") of the Golden Cycle
Corporation, located in the Cripple Creek Mining District of Colorado.
Unless the context otherwise requires, the terms "Registrant" and "Company"
mean Golden Cycle Gold Corporation.
The primary business of the Company has been its participation in the
Cripple Creek & Victor Gold Mining Company, a joint venture (the "Joint
Venture") with Pikes Peak Mining Company ("Pikes Peak"), a wholly-owned
subsidiary of Independence Mining Company Inc. ("IMC"). IMC is a wholly
owned subsidiary of Minorco (U.S.A.) Inc. The Joint Venture engages in gold
mining activity in the Cripple Creek area of Colorado.
In March 1999, the Company was advised by Euro-Nevada Mining
Corporation, Inc. ("Euro-Nevada") that it had accepted offers from
shareholders owning approximately 54% of the issued and outstanding shares of
Golden Cycle, on a fully-diluted basis, to sell their shares to Euro-Nevada
or its nominee for a cash purchase price of US$13.50 per share. No officers
or directors of Golden Cycle are included among the selling shareholders.
The closing of the transaction is subject to certain conditions, including
Euro-Nevada performing due diligence satisfactory to it relating to Golden
Cycle and compliance with applicable regulatory requirements. Subject to the
foregoing, it is expected that the closing of the private sales will occur by
the end of July 1999. Euro-Nevada also advised Golden Cycle that it will,
upon completion of the stock purchase, promptly enter into negotiations with
Golden Cycle to execute a merger agreement to acquire the balance of the
Golden Cycle shares for a cash price of US$13.50 per share. Upon entering
into negotiations with Euro-Nevada to effectuate a merger, the Board of
Directors of Golden Cycle intends to take all appropriate actions to evaluate
the offer and advise the shareholders accordingly.
In addition to its Joint Venture activities, the Company incorporated
Golden Cycle Philippines, Inc. ("GCPI"), a wholly-owned subsidiary, under the
laws of the Philippines on November 12, 1996, and GCPI entered into an
agreement with Benguet Corporation, a Philippine mining company, providing
for their joint participation in the exploration, development and production
of mining properties in certain areas of the Philippines. All GCPI
exploration work has been placed on a standby basis until a Mineral Profits
Sharing Agreement ("MPSA") is awarded to the claim owner of the Sagittarius
Alpha Realty ("SAR") claims. See "Golden Cycle Philippines, Inc." for
further information regarding the proposed activities of GCPI in the
Philippines.
As of December 31, 1998, the Company had a total of 3 employees.
Description of Mining Joint Venture
The Company's interest in the Joint Venture was received in exchange for
the Company's rights to gold mining properties in the Cripple Creek Mining
District of Colorado. The rights and obligations of the parties are covered
by an Amended and Restated Joint Venture Agreement (the "Joint Venture
Agreement") dated and effective January 1, 1991, between Pikes Peak and the
Company. The Joint Venture engages in gold mining activity in the Cripple
Creek area of Colorado and the Company's participation in the Joint Venture
constitutes the primary business activity of the Registrant. Pikes Peak
serves as the manager (the "Manager") of the Joint Venture. The Joint
Venture's principal mining operations are conducted at the Cresson mine,
where commercial production was commenced in the first half of 1995.
The Joint Venture Agreement defines an Initial Phase that will end when
(i) the Initial Loans (defined below) have been repaid and (ii) Net Proceeds
(defined in the Joint Venture Agreement generally as gross revenues less
costs) in the amount of $58 million have been distributed to the joint
venturers in the proportion of 80% to Pikes Peak and 20% to the Company.
After the Initial Phase, the Joint Venture will distribute metal in kind in
the proportion of 67% to Pikes Peak and 33% to the Company. Notwithstanding
the foregoing, the Company will generally be entitled to receive, in each
year during the Initial Phase or until the mining of ore by the Joint Venture
ceases due to the exhaustion of economically recoverable reserves (if that
occurs prior to the end of the Initial Phase), a minimum annual distribution
of $250,000 (each, a "Minimum Annual Distribution"). The first three Minimum
Annual Distributions were not deemed to be a distribution of Net Proceeds to
the Company and will not be applied against the Company's share of any Net
Proceeds. The Minimum Annual Distributions received on January 15, 1994 and
thereafter constitute an advance on Net Proceeds and will be recouped against
future distributions allocable to the Company.
The Joint Venture Agreement provides that, during the period from
January 1, 1991 until the end of the Initial Phase, all funds required for
operations and mine development by the Joint Venture will be loaned (the
"Initial Loans") to the Joint Venture by either Pikes Peak or, if such loans
are available at a lower cost than from Pikes Peak, financial institutions.
Except for the Minimum Annual Distributions, the Initial Loans and interest
thereon must be repaid prior to distributions of Net Proceeds to the Joint
Venturers. The audited Joint Venture financial statements reported that as
of December 31, 1998, the Joint Venture had $155.4 million in Initial Loans
payable to Pikes Peak. After the Initial Phase, the Joint Venturers will
contribute funds in proportion to their respective distributive shares.
The Joint Venture recorded a net loss of $11.8 million for the year
ended December 31, 1998 compared to a net loss of $10.8 million for the year
ended December 31, 1997 and with net income of $1.93 million for the year
ended December 31, 1996. Prior to 1996, the Joint Venture incurred
substantial losses during each year of operation, including net losses of
$3.65 million for the year ended December 31, 1995 and $9.35 million for the
year ended December 31, 1994. There is no assurance that the Joint Venture
will be able to achieve profitability in any subsequent period or to sustain
profitability for an extended period. The ability of the Joint Venture to
sustain profitability is dependent upon a number of factors, including without
limitation, the market price of gold, which is currently at historically low
levels and volatile and subject to speculative movement, a variety of factors
beyond the Joint Venture's control, and the efficiency of the Cresson mining
operation.
Whether future gold prices and the results of the Joint Venture's
operations will reach and maintain a level necessary to repay the Initial
Loans, complete the Initial Phase, and thereafter generate net income cannot
be assured. Based on the amount of Initial Loans payable to the Manager and
the uncertainty of future operating revenues, management of the Company
believes that, without a significant and sustained increase in the prevailing
market price for gold, it is unlikely that the Company will receive more than
the Minimum Annual Distribution from the Joint Venture in the foreseeable
future.
The Joint Venture completed construction of the required infrastructure
for the Cresson mine and began mining operations in 1995, with the first
Cresson gold pour occurring on February 14, 1995. In 1996, the Joint Venture
completed its first full year of Cresson operations.
1998 Operational Highlights
(The Manager provides the Company with detailed information on the activities
and operations of the Joint Venture. The following description of the Joint
Venture's operations is derived from information made available by the
Manager, upon whom reliance is placed, together with information
independently developed by the Company.)
The Cresson Project set another Joint Venture gold production record in
1998 of approximately 231,000 troy ounces. The Cripple Creek & Victor Gold
Mining Company ("CC&V") operation continues to apply effective and modern
exploration, development, mining and metallurgical techniques while
emphasizing the protection of the environment throughout the area of
operations.
The unaudited ore reserve computation as of December 31, 1998 resulted
in a significant increase in the total and recoverable troy ounces of gold
contained in the proven and probable categories.
At year's end, the ownership of the parent company of the Manager of
the
Joint Venture was scheduled to be purchased, along with other gold assets of
Minorco S.A., by Anglo Gold Limited. Finalization of this purchase is
reportedly expected in the first half of 1999.
Production
1998 Joint Venture gold production increased for the fourth year in a
row to 230,366 (1997 228,162) troy ounces, including approximately 1,576 troy
ounces of gold from the Victor mine operation. The Joint Venture also
produced 81,078 troy ounces of silver. On a daily basis, approximately
30,648 tons of ore and 45,979 tons of "overburden" or waste were mined.
Revenue and Costs
The Joint Venture's low cash production costs of approximately $179 per
troy ounce enabled the Joint Venture to reduce the impact of lower gold
revenue this past year. The Joint Venture had operating costs of $62.9
million, including depreciation, depletion, and amortization (DD&A), and
expensed exploration was approximately $0.9 million. Interest expense on the
pre-production debt was approximately $15.3 million, resulting in a loss of
$11.8 million. No profit was available for distribution to the venturers,
although the Company did receive the Minimum Annual Distribution of
$250,000, which will be recouped from future distributions due the Company.
Life of Mine Studies
The Joint Venture is conducting continuing exploration and engineering
feasibility work concerning future operations. These activities will serve
to direct future exploration drilling programs as well as assisting future
development and project planning.
During 1998, as part of its determination of the Joint Venture
reserves,
the Joint Venture included the results of an aggressive drilling program
which significantly expanded the district ore reserves. The ore reserves are
shown on the table below. The geostatistical modeling procedures used by the
Manager in computing the ore reserves have been reviewed by independent
consultants (Independent Mining Consultants, Inc., Mine Reserve Associates,
Inc., Mineral Resource Development Associates, Inc., and Mine Development
Associates, Inc.) and are given to conform with acceptable industry standards.
<TABLE>
The Unaudited CC&V Ore Reserve Estimate as of December 31, 1998:
<CAPTION>
Ore Fire Assay Gross Recoverable
Tonnage Grade Contained troy oz
(x1,000) troy oz/st troy oz
________ _________ ____________ ____________
<S> <C> <C> <C> <C>
Proven/Probable 126,857 0.0339 4,300,929 2,790,992
________ _________ ____________ ____________
</TABLE>
Notes: The tonnage is shown in short tons.
* These gold reserve figures were estimated based on a $290 per troy
ounce gold price for all district deposits, and are subject to various
royalties. The ore reserve figures computed and published as of December 31,
1997 were computed on the basis of a $335 per troy ounce gold price. There
can be no assurance, however, that the Joint Venture can earn a profit when
the market price of gold equals or exceeds the gold price used in estimating
those reserves.
** Recoverability of contained ounces is based on heap leaching and
metallurgical testing. Recoverability rates vary by ore type. The
recoverable ounces shown are based on weight proportion metallurgical
averages for all deposits.
The above estimates are based upon drill inferred data and are a
combination of "proven" and "probable" reserves. The classifications of
proven and probable are taken from the Securities and Exchange Commission's
Guide 7.
Proven (Measured) Reserves. Reserves for which (a) quantity is
computed from dimensions revealed in outcrops, trenches, workings or drill
holes; grade and/or quality are computed from the results of detailed
sampling and (b) the sites for inspection, sampling and measurement are
spaced so closely and the geologic character is so well defined that the
size, shape, depth and mineral content of reserves are well established.
Probable (Indicated) Reserves. Reserves for which quantity and grade
and/or quality are computed from information similar to that used for proven
(measured) reserves, but the sites for inspection, sampling, and measurement
are farther apart or are otherwise less adequately spaced. The degree of
assurance, although lower than that for proven (measured) reserves, is high
enough to assume continuity between points of observation.
The ore reserve figures set forth above are estimates and no assurance
can be given that any particular level of recovery of gold from ore reserves
will in fact be realized.
<TABLE>
A comparison with the December 31, 1997, ore reserve is shown below.
<CAPTION>
Ore Fire Assay Gross Recoverable
Tonnage Grade Contained troy oz
(x1,000) troy oz/st troy oz
% Change % Change % Change % Change
________ _________ ____________ ____________
<S> <C> <C> <C> <C>
Proven/Probable +42,298 +0.0016 +1,567,148 +987,926
+50% +5% +57% +55%
________ _________ ____________ ____________
</TABLE>
* A gold price of $290 per troy ounce was used for computation of 1998
ore reserves, compared to a gold price of $335 per troy ounce which was used
for computation of 1997 ore reserves.
The audit of this ore reserve is scheduled to be completed prior to the
end of March 1999. No material changes are expected from the audit.
While this ore reserve offers encouraging long-term prospects, it
should
not be interpreted to mean that there will be distributions to Golden Cycle
Gold Corporation from CC&V in excess of the Minimum Annual Distribution of
US$250,000 for the foreseeable future.
Environmental Reclamation
As a leader in high-altitude, semiarid, cold-weather, year-round
leaching, CC&V has developed an effective environmental protection and
reclamation plan. Ongoing compliance with federal and state regulations
includes seismic, fugitive dust, and noise monitoring for the operation's
meeting applicable standards for ground and surface water; and monitoring
rain and snow fall, water and air emissions.
Work continued in 1998 on the detoxification of the Victor leach pad
with a view to eventual closure and final reclamation of the Victor leach pad.
This pad still yields a few ounces of gold per day.
Reclamation has continued from time to time since 1992. Reclamation is
undertaken to support post mining land use for wild life, including elk.
This year, as part of the Joint Venture's ongoing reclamation work, the Joint
Venture planted trees, shrubs and grasses on overburden storage to support
the post mining land use.
Employment
Pikes Peak provides the work force required by the Joint Venture, which
has no employees. Employment for the Joint Venture increased to 295 at
December 31, 1998, up from 286 at December 31, 1997. The additional staff
was required primarily as a result of increased development drilling for the
mine.
Governmental Regulation
Like all mining operations in the U.S., the Joint Venture is subject to
a multitude of environmental laws and regulations promulgated by federal,
state and local governments including, but not limited to the National
Environmental Policy Act ("NEPA"); the Comprehensive Environmental, Response,
Compensation and Liability Act ("CERCLA"); the Clean Air Act ("CAA"); the
Clean Water Act ("CWA"); the Hazardous Materials Transportation Act ("HMTA");
and the Toxic Substances Control Act ("TSCA"). The Joint Venture's
operations are subject to comprehensive regulation by the U.S. Environmental
Protection Agency ("EPA"), the U.S. Mine Safety and Health Administration
("MSHA") and similar state and local agencies. Failure to comply with
applicable laws, regulations and permits can result in injunctive action,
damages and civil and criminal penalties. If the Joint Venture expands or
changes its existing operations or proposes any new operations, it may be
required to obtain additional or amended permits or authorizations. In
particular, CERCLA, commonly called the "Superfund Act", contains stringent
reporting requirements for the release or disposal of hazardous substances,
with substantial fines for noncompliance. In addition, under CERCLA, any
party responsible for the release or threatened release of a hazardous
substance into the environment is liable for all clean-up costs. These
regulations apply throughout the U.S. mining industry and generally should
not have a material adverse effect on the Joint Venture's competitive position.
Certain solid and hazardous wastes from mining and mineral processing
operations are temporarily exempt from regulation under the federal Resource
Conservation and Recovery Act ("RCRA"). The EPA is currently considering the
promulgation of a special set of rules to regulate mining wastes under RCRA,
but those may be delayed pending anticipated Congressional re-authorization
and revision of RCRA. The effect of any future regulation on the Joint
Venture's operations cannot be determined until the legislative process is
completed and new rules are issued; but it is assumed that they may have a
significant impact on operations of all mining companies and increase the
costs of those operations.
Although the Manager expects that compliance with federal, state and
local environmental and land use laws and regulations will continue to
require significant future outlays, it is not possible to say with any
certainty what impact such compliance may have on the Joint Venture's future
capital expenditures or earnings.
Distribution of Proceeds and Other Financial Aspects
The Joint Venture made payments of the Minimum Annual Distribution of
$250,000 to the Company on June 13, 1991, January 15, 1992, and January 15 of
each subsequent year, to and including January 15, 1999. Subsequent payments
of the same amount will be made on January 15th of each year until the
conclusion of the Initial Phase, as defined in the Joint Venture Agreement,
or until the completion of mining. The payments made on January 15, 1994,
1995, 1996, 1997, 1998 and 1999 and subsequent annual payments constitute an
advance on Net Proceeds and will be recouped by the Manager against future
distributions of net proceeds. After recovery by the Manager of these
advances, if the Company's share (20% in the Initial Phase) of Net Proceeds
exceeds the applicable Minimum Annual Distribution after recouping any
advanced distributions, the larger amount will be distributed to the Company.
The Joint Venture recorded a net loss of $11.8 million for the year ended
December 31, 1998.
The Company accounts for its investment in the Joint Venture on the
equity method. Joint Venture distributions in excess of the investment
carrying value are recorded as income. During 1992, the Company's share of
Joint Venture losses exceeded the remaining carrying value of the investment
and, accordingly, the investment was reduced to zero. The Company does not
record its share of Joint Venture losses incurred subsequent to the reduction
of its investment balance to zero. To the extent the Joint Venture is
subsequently profitable, the Company may not record its share of equity
income until the cumulative amount of previously unrecorded Joint Venture
losses has been recouped.
As a result of the reduction of the Joint Venture investment carrying
value to zero during 1992, the Company did not record its share of the Joint
Venture's loss in 1998 and 1997, or net income in 1996. The Company's share
of the 1998 and 1997 Joint Venture net losses were $2.4 million and $2.2
million respectively. The Company's share of Joint Venture net income in
1996 was approximately $386,000. As of December 31, 1998, the Company's
accumulated unrecorded losses from the Joint Venture were $8,560,258.
GOLDEN CYCLE PHILIPPINES, INC. (GCPI)
GCPI and its exploration activities were placed into a standby status
in
January 1999 for the reasons stated below. The Philippines has been one of
the world's top ten producers of gold, copper, and chromite for decades.
Since 1960, over 14 million troy ounces of gold and 5 billion pounds of copper
have been located in the Philippines by the exploration teams formed by
GCPI's management, CEO Birl W. Worley, Jr. and Principal Consultant Luisito
B. Albarracin. In management's opinion, their expertise and experience in
the Philippines, combined with a lower-cost exploration environment would, if
opportunities are available, give GCPI a competitive advantage in mineral
exploration throughout the region.
GCPI Background
In January 1997, GCPI signed a comprehensive exploration agreement, the
"BGA Agreement" with Benguet Corporation ("Benguet"), which provided that all
costs and participation will be shared 50/50 by the parties. In October
1997, the two companies signed the First Supplemental Agreement to the BGA
Agreement, which added 1,050 acres of mineral claims held by Benguet to the
BGA. Under the terms of this supplemental agreement, GCPI will earn a 50%
interest in these claims in exchange for funding the first $250,000 (about
10 million Philippine pesos) of exploration work. The claim area lies
immediately south of the historic Masara and Hijo gold mines and just north
of Benguet's Kingking copper/gold deposit. The surrounding area has produced
more than 3 million troy ounces of gold and has drill-indicated ore reserves
in excess of 8 million troy ounces of gold.
First Supplemental Agreement to the BGA
Phase I of the exploration effort on the five SAR claims was completed
in May. This effort consisted of geological mapping, grid soil sampling and
analysis, and stream sediment and water analysis. This work indicates the
presence of sizable areas interpreted to be anomalous gold concentrations.
These must be further tested through trenching, tunneling and drilling to
properly evaluate the gold potential. The Phase II exploration could not be
carried out as the old leased claims have not as of this date been awarded
the Mineral Production Sharing Agreement (MPSA) as required by the 1995
Philippine Mining Law. Thus, all work on this project has been placed on a
standby basis until the MPSA is awarded to the claim owner.
SPECIAL SITUATIONS
During 1998 the Company searched for special situations to enhance the
use of the Company's assets. Projects in Chile (silver in 19th century
tailings), Mexico (advanced gold prospects in the State of Sonora), Nevada
(evaluation of multiple advanced gold projects), Arizona (an iron oxide
pigment project), the Philippines (a special project related to the operation
of the Southern Company's Build, Operate, Transfer (BOT) new steam generating
plants on the Lingayen Gulf coast), and finally several mines in the
Democratic People's Republic of Korea ("DPRK") (North Korea) were evaluated
as a part of the effort to develop favorable special situations for the
Company. In the latter case, an application for a license to conduct
business in the DPRK was submitted by the Company and its prospective partner
to the US Treasury Department's Office of Foreign Asset Control (OFAC), as
this license is required before any business can be conducted by American
companies in the DPRK. Although this license application was turned down by
OFAC, the Company believes the potential benefits justify its continued
efforts to obtain a business opportunity in the DPRK and obtain a license to
do so.
Of the above, the iron oxide pigment mine in Arizona and possible
projects in the DPRK are still under consideration. With respect to the
DPRK, any future involvement is dependent on the outcome of the ongoing
negotiations between the US Government and the DPRK, followed by OFAC's
issuance of a license to engage in specified mining related business
ventures. The Company is pursuing efforts to establish a joint venture with
a group which has expertise in the area. There can be no assurance
that any of these initiatives will be successful.
ITEM 2. PROPERTIES: MINING, OIL AND GAS, AND WATER RIGHTS
Mining Properties The Joint Venture mining properties consist of
owned,
leased and optioned mining claims and other land covering more than 4,800
acres of patented mining claims in and around the Cripple Creek Mining
District of Teller County, Colorado and include most of the principal
formerly-producing mines of the Cripple Creek district. The majority of the
above acreage was contributed by the Company to the Joint Venture.
Subsequently, the Joint Venture has purchased, leased and optioned additional
acreage.
The Joint Venture mining properties are situated on the west flank of
Pikes Peak, about 20 air miles west of Colorado Springs and 65 air miles
south of Denver. The area is accessible by paved highway and supplied by
requisite utilities. The elevation of the properties averages slightly over
10,000 feet above sea level. Snow accumulations are generally light and do
not materially interfere with access to the property.
To a great extent, the Joint Venture mining properties lie within the
boundary of a geological entity known as a caldera or "volcanic subsidence
basin" (the "Basin"). The Basin is of rudimentary elliptical outline, with
its long axis trending in a northwesterly direction. It has a length of
about 4-1/2 miles and a width of about 2-1/2 miles, covering some 5,000 acres
at the ground surface. The area of the Basin gradually narrows with depth.
The bulk of the historical Cripple Creek gold production was from the
underground mines within the Basin, with the major mines located in the
southern portion of the Basin.
From the inception of production in 1891 until the suspension of
operations in 1960, the Cripple Creek Mining District was the major gold
mining district in the United States. It is estimated that approximately 21
million ounces of gold were produced in this period, principally from mines
later contributed to the Joint Venture by Golden Cycle Gold Corporation. The
Joint Venture has added about 968,000 troy ounces of gold production to this
total during the period 1985 through 1998. The Joint Venture mining
properties include most of the principal formerly producing mines in the
Cripple Creek district, including the Ajax, Cresson, Portland, Independence,
Vindicator and Golden Cycle. Because of the age of many of the mines and the
fact that mining operations throughout the Basin declined and were suspended
more than thirty years ago, the existing mine shafts and workings are
unsuitable for current operation without substantial rehabilitation. The
Joint Venture is not currently, and does not anticipate, operating underground.
Oil and Gas Properties
The oil and gas properties of the Company are comprised of
approximately
7,300 acres of mineral rights in the Penrose Area of Fremont County,
Colorado. There is no evidence of successful oil and gas development nearby,
with the exception of the Florence, Colorado area. Florence was the site of
the first producing wells in Colorado in the 1860's and the area is still
producing on a limited scale today. Several years ago, interest was shown in
leasing very large acreages of state land about 50 to 70 miles east of the
Company's land. No development of that area is visible at this time. The oil
and gas properties have no carrying value for balance sheet purposes.
Water Rights
The Company is a party to a water purchase agreement signed in February
1992 with the City of Cripple Creek, Colorado. The agreement calls for the
sale by the Company of up to 1.097 Cubic Feet Per Second (about 794 acre
feet) of a water right owned by the Company. The agreement calls for a
minimum price of $312,500, based upon a price for the first 125 acre feet
transferred at $2,500 per acre foot, and includes a commitment by the City to
buy all additional acre feet transferred at $1,500 per acre foot. In
accordance with the agreement, the City initiated the request for transfer in
the Water Court on October 29, 1992.
Objections to the transfer were filed by the cities of Victor and
Colorado Springs, the Mountain Mutual Water Company, Landau/Lichtenberg and
the Joint Venture. The City of Cripple Creek has submitted the required well
permits, published a First Amendment to Application for Change of Point of
Diversion, laid the water lines, and has drilled the required wells.
In December 1996, the sale of the first 125 acre feet of water for the
minimum price of $312,500 was completed. Approximately 75% of the purchase
price was paid by the City of Cripple Creek through delivery of a promissory
note bearing interest at the rate of 8%, interest and principal payable in
annual installments through 2001 with the installment calculated on the basis
of a 15 year term, with the balance of the principal payable at the end of
2001. The sale of all or a portion of the remaining acre feet subject to the
agreement will be completed if and when the Water Court approves such transfer.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings to which the Company is a party are
pending. The Joint Venture is involved in certain litigation in the normal
course of business for which the Manager provides legal representation. The
Company believes these matters will be resolved without a material adverse
effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of security holders
during the fourth quarter of 1998.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY MATTERS
Market Information
The Company's Common Stock has been listed and traded on the Pacific
Exchange since 1987 (except during the period from July 6, 1994 to August 30,
1994), and from July 1, 1983 until June 30, 1992 was quoted on NASDAQ. The
Company's trading symbol is GCC on the Pacific Exchange. The following table
shows the high and low bid price per share on the Pacific Exchange for each
calendar quarter since January 1, 1997.
<TABLE>
<CAPTION>
Price Range For: HI LOW
_________________________________ __________ __________
<S> <C> <C>
Quarter ended December 31, 1998 8 -1/4 6 -3/4
Quarter ended September 30, 1998 8 -1/4 7 -1/4
Quarter ended June 30, 1998 8 -3/4 7
Quarter ended March 31, 1998 7 -1/8 5 -7/8
Quarter ended December 31, 1997 8 -1/4 6 -1/4
Quarter ended September 30, 1997 8 -3/4 7 -7/8
Quarter ended June 30, 1997 9 -3/8 8 -3/4
Quarter ended March 31, 1997 10 -3/4 9
</TABLE>
Bid prices are between dealers and do not include mark-ups, mark-downs,
or commissions, nor do they necessarily represent actual transactions.
During the three years ended December 31, 1998, the Company sold a
total
of 270,000 shares of Common Stock in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"). Information relating to each of these transactions is set forth below:
Number of Shares
Name of Shares
Consi
deration
Date of Sale Purchaser Purchased Paid
____________ ______________ _______________ ____________
May 16, 1996 Midas Fund, Inc. 150,000 $ 900,000
May 16, 1996 Bull & Bear 20,000
120,000
Investors, Ltd.
Dec. 6, 1996 Midas Fund, Inc. 100,000
1,000,000
In each of the transactions listed above, the consideration paid for
the
shares consisted entirely of cash. Each of the transactions was effected
pursuant to the exemption provided by Section 4 (2) under the Act based on
written representations made to the Company by the respective purchasers,
each of which is registered as an investment company under the Investment
Company Act of 1940.
Holders of the Company's Common Stock
The number of holders of record of the Company's Common Stock as of
March 26, 1999 was 999. The number of holders beneficial owners for whom
shares are held in "street name" as of March 26, 1999 is believed to be more
than 500.
Dividends
The Company has not paid any dividends. The Company does not anticipate
the payment of any dividends in the near future.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
_________ _________ ________ _________ _________
<S> <C> <C> <C> <C> <C>
Revenues (1) $ 250,000 $ 250,000 $250,000 $ 250,000 $ 250,000
Other Income 113,000 124,000 346,000 25,000 33,000
Expenses 772,000 667,000 452,000 273,000 465,000
Share of Mining Joint
Venture losses (2) - - - - -
Net Profit (Loss) (409,000) (293,000) 144,000 2,000 (182,000)
Net Profit (Loss)
Per Share (.22) (0.16) 0.08 -(3) (0.12)
Total Assets 2,042,000 2,427,000 2,743,000 548,000 1,033,000
Long term obligations - - - - -
</TABLE>
(1) Revenues include the Minimum Annual Distribution. See Management's
Discussion and Analysis below, and Notes 1 and 5 to the financial statements
for a description of the accounting for the Minimum Annual Distribution.
(2) The Joint Venture recorded net loss of $11.8 million for the year
ended December 31, 1998. The Company has not recorded its share of the Joint
Venture net loss for the 1998 period ($2,363,600), net loss for the 1997
period ($2,168,800) nor its share of the Joint Venture's net income for the
1996 period ($386,000), and did not record its share of the Joint Venture's
losses in 1995, 1994 and 1993 ($730,800, $1,870,000 and $1,707,600
respectively) because its Joint Venture investment balance was reduced to
zero in 1992. The Company will not record its share of any future Joint
Venture net income until and unless the balance of the Company's accumulated
unrecorded losses from the Joint Venture ($8,560,258 as of December 31, 1998)
are recovered. See Management's Discussion and Analysis below, and Notes 1
and 5 to the financial statements.
(3) Less than $.01 per share.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company's principal mining investment and source of cash flows is
its interest in the Joint Venture. The Joint Venture engages in gold mining
activity in the Cripple Creek area of Colorado. The Company's Joint Venture
co-venturer is Pikes Peak, a wholly-owned subsidiary of Independence Mining
Company Inc. Independence Mining Company Inc. is a wholly owned subsidiary
of Minorco (U.S.A.) Inc.
The Company's rights and obligations relating to its Joint Venture
interest are governed by the Joint Venture Agreement. The Joint Venture is
currently, and for the foreseeable future will be, operating in the Initial
Phase, as defined. In accordance with the Joint Venture Agreement, Pikes
Peak manages the Joint Venture and is required to finance all operations and
capital expenditures during the Initial Phase. See "Description of Mining
Joint Venture" above.
During 1997, the Company began exploration activities in the
Philippines
through GCPI. During 1997 the Company expended approximately $77,000 to
support GCPI operations, and incurred a foreign currency translation loss of
approximately $29,000. GCPI expended an additional $134,000 in searching for
promising mineral properties and in evaluating and negotiating for certain
properties in the Republic of the Philippines. Further, GCPI expended
approximately $58,000 conducting initial exploration of the SAR 1-5 claims
under Amendment 2 to the BGA. During 1998, the Company expended
approximately $51,000 on this project.
The Company's working capital was $1,644,000 at December 31, 1998
compared to $1,942,000 at December 31, 1997. Cash used in operations was
$326,000 in 1998 compared to cash used in operations of $295,000 during 1997.
The increase in cash used in operations during 1997 was primarily due to the
exploration operations in the Philippines and the North Korean initiative
($109,000). (See Item 1, Special Situations)
Working capital decreased by approximately $298,000 at December 31,
1998
compared to December 31, 1997. The decrease resulted primarily from
Philippine exploration operations and the DPRK initiative.
Management believes that the Company's working capital, augmented by
the
Minimum Annual Distribution, is adequate to support operations at the current
level for several years, barring unforeseen events. The Company anticipates
that its Philippine subsidiary will hold all work on a standby basis until
the MPSA is awarded to the claim owner. (See Item 1, Golden Cycle
Philippines, Inc.) If opportunities to economically pursue or expand
Philippine operations, or any of the special situations discussed above (see
Item 1, Special Situations), are available and the Company elects to pursue
them, additional working capital may also be required. There is no assurance
that the Company will be able to obtain such additional capital, if required,
or that such capital would be available to the Company on terms that would be
acceptable. Furthermore, if any such operations are commenced, it is
unlikely they would generate positive cash flow and/or profit for substantial
periods, if ever.
Results of Operations
The Company reported a net loss of $409,000 for the year ended December
31, 1998 as compared to a net loss of approximately $293,000 for 1997 and a
net income of approximately $144,000 for 1996. The increase in net loss in
1998 compared to 1997 was due primarily to the $109,000 writedown of the GCPI
capitalized exploration program in the SAR claims in the Philippines as the
exploration activities were placed on a standby basis. (See Item 1, Golden
Cycle Philippines, Inc.)
The $116,000 increase in net loss in 1997 compared to 1996 was due to
continuation of Philippine operations and an initiative to obtain the US
Treasury license for business in the DPRK ($103,000).
The change to net loss in 1997 compared to net income in 1996 was due
to
expenditure of approximately $134,000 for Philippine operations and higher
general and administrative costs of approximately $130,000. The general and
administrative costs were higher primarily due to the hiring of a geological
consultant ($23,000), increased liability insurance expense ($14,500), and
increased public relations expense ($45,000).
The Company accounts for its investment in the Joint Venture on the
equity method. Joint Venture distributions in excess of the investment
carrying value are recorded as revenue, as the Company is not required to
finance the Joint Venture's operating losses or capital expenditures.
Correspondingly, the Company has not recorded its share of Joint Venture
income or losses incurred subsequent to the reduction of its investment
balance to zero in 1992. The Company will not record its share of equity
income until the cumulative amount of previously unrecorded Joint Venture
losses has been recouped. As of December 31, 1998, the Company's accumulated
unrecorded losses from the Joint Venture are $8,560,258.
The Joint Venture recorded net loss of $11.8 million for the year ended
December 31, 1998 compared to net loss of $10.8 million and net income of
$1.9 million for the years ended December 31, 1997 and 1996, respectively.
The Company has initiated a Year 2000 project to address the issue of
computer programs and embedded computer chips being unable to distinguish
between the year 1900 and the year 2000. The project involves ensuring all
software and hardware are Year 2000 compliant, communicating with the Joint
Venture, suppliers, and service providers to ensure that they are taking
appropriate action to remedy their Year 2000 issues.
Management believes that the computer systems and applications it
maintains would not have a material impact on the operations of the Company
or its revenues in the event that the systems fail to operate. However,
Management is taking necessary steps to ensure that all the Company's
hardware and software are Year 2000 compliant. The Company is communicating
with its suppliers and service providers and, although the survey is still
incomplete, has not received any indication or notification that any supplier
or service provider will not be Year 2000 compliant. The computer systems at
the Cresson Mine, which provides substantially all of the Company's revenue,
have been reviewed for Year 2000 compliance. Based on this review, a number
of hardware and software issues were developed. The Manager of the Joint
Venture has developed a comprehensive plan to identify and remedy specific
problems. The Manager expects to be Year 2000 compliant and complete final
testing during September 1999. The Company will continue to monitor the
operation at Cresson to ascertain whether it has attained Year 2000 compliance.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this item
are included herein beginning on page 21.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT*
ITEM 11. EXECUTIVE COMPENSATION*
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT*
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS*
*Information regarding items 10 through 13 has been omitted from this
report because the Company intends to file, on or before April 30, 1999, a
definitive Proxy Statement pursuant to Regulation 14A, containing the
information required by those items, which information is incorporated
herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
Financial Statements of the Registrant Page
Independent Auditors' Report, KPMG LLP 20
Consolidated Balance Sheets, December 31, 1998 and 1997 21
Consolidated Statements of Operations for the Years
Ended December 31, 1998, 1997 and 1996 22
Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 1998, 1997 and 1996 23
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1998, 1997 and 1996 24
Notes to Consolidated Financial Statements 25
Exhibit Index
3.1. Articles of Incorporation and By-laws (incorporated
by reference to Exhibit 2 to the Company's Form 10 dated May 19, 1983).
10.1. Amended and Restated Joint Venture Agreement
between Pikes Peak Mining Company and the Company dated
as of January 1, 1991 (incorporated by reference to Exhibit 1
to the Company's Current Report on Form 8-K dated June 17, 1991).
10.2. Directors' Stock Option Plan (incorporated by
reference to Appendix B of the Company's Definitive Proxy
Statement dated April 13, 1992).*
10.3 1992 Stock Option Plan (incorporated by
reference to Appendix D of the Company's Definitive Proxy
Statement dated April 13, 1992).*
10.4 1997 Officers' & Directors' Stock Option
Plan (incorporated by reference to Appendix A of the
Company's Definitive Proxy Statement dated April 30, 1997).*
23.1 Consent of KPMG LLP, page 33.
* Constitutes a "management contract or compensatory plan
or arrangement" required to be filed as an exhibit to this Form
10-K pursuant to Item 14 (c).
Reports on Form 8-K
No reports on Form 8-K were filed during the fourth
quarter of 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereto duly authorized.
GOLDEN CYCLE GOLD CORPORATION
By: /s/ Birl W. Worley Jr.
_________________________________
Birl W. Worley Jr.,
Director,
President, Chief
Executive Officer
By: /s/ R. Herbert Hampton
_________________________________
R. Herbert Hampton
Chief Accounting and
Financial Officer
Date: March 26, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934
this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:
/s/ Orville E. Anderson
___________________________________ March 26, 1999
Orville E. Anderson, Director Date
/s/ Melvin L. Cooper
___________________________________ March 26, 1999
Melvin L. Cooper, Director Date
/s/ Rex H. Hampton
___________________________________ March 26, 1999
Rex H. Hampton, Director Date
/s/ Joseph M. Keane
___________________________________ March 26, 1999
Joseph M. Keane, Director Date
/s/ Frank M. Orrell
___________________________________ March 26, 1999
Frank M. Orrell, Director Date
/s/ Alan P. Ploesser
___________________________________ March 26, 1999
Alan P. Ploesser, Director Date
<PAGE>
Independent Auditors' Report
The Shareholders and Board of Directors
Golden Cycle Gold Corporation:
We have audited the accompanying consolidated balance sheets of Golden Cycle
Gold Corporation and subsidiary as of December 31, 1998 and 1997 and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1998.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Golden
Cycle Gold Corporation and subsidiary as of December 31, 1998 and 1997, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1998, in conformity with generally
accepted accounting principles.
KPMG LLP
Denver, Colorado
March 12, 1999
<PAGE>
<TABLE>
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1998 and 1997
<CAPTION>
Assets 1998 1997
_______________________________________ _________ _________
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 13,734 11,095
Short-term investments (note 2) 1,608,871 1,937,936
Interest receivable and other current assets 37,149 20,686
_________ _________
Total current assets 1,659,754 1,969,517
Note receivable from sale of water rights (note 3) 223,924 233,569
Assets held for sale - water rights (note 3) 132,680 132,680
Property and equipment, at cost
Land 2,025 2,364
Mineral property development costs
(note 4) - 57,582
Furniture and fixtures 12,356 8,303
Machinery and equipment 48,898 49,492
_________ _________
63,279 117,741
Less accumulated depreciation and depletion (38,894) (31,785)
_________ _________
24,385 85,956
Other assets 1,025 5,394
Investment in mining joint venture (note 5) - -
_________ _________
$ 2,041,768 2,427,116
========= =========
Liabilities and Shareholders' Equity
_______________________________________
Current liabilities -
accounts payable and accrued liabilities $ 16,026 27,352
Shareholders' equity:
Common stock, no par value. Authorized
3,500,000 shares; issued and outstanding
1,878,450 shares 7,086,604 7,051,954
Additional paid-in capital 1,927,736 1,927,736
Accumulated deficit (6,961,424) (6,552,025)
Foreign currency translation adjustment (27,174) (27,901)
_________ _________
Total shareholders' equity 2,025,742 2,399,764
_________ _________
$ 2,041,768 2,427,116
========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GOLDEN CYCLE GOLD CORPORATION
Consolidated Statements of Operations
Years Ended December 31, 1998, 1997 and 1996
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Revenue
Distributions from mining joint venture in
excess of carrying value (note 5) $ 250,000 250,000 250,000
Other - consulting fees - - 27,602
_________ _________ _________
250,000 250,000 277,602
Expenses:
General and administrative 552,900 531,085 401,300
Depreciation expense 2,552 2,033 3,917
Exploration expense 108,522 134,438 46,391
Write-down of mineral property
development costs (note 4) 108,545 - -
_________ _________ _________
772,519 667,556 451,608
_________ _________ _________
Operating loss (552,519) (417,556) (174,006)
Other income (expense):
Interest and other income 113,459 122,784 49,849
Gain (loss) on disposal of assets (339) 1,450 268,593
_________ _________ _________
113,120 124,234 318,442
_________ _________ _________
Net income (loss) $ (409,399) (293,322) 144,436
======== ======== ========
Income (loss) per share $ (0.22) (0.16) 0.08
=== === ===
Weighted average common shares outstanding 1,871,739 1,870,050 1,839,300
======== ======== ========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GOLDEN CYCLE GOLD CORPORATION
Consolidated Statements of Shareholders' Equity
Years Ended December 31, 1998, 1997, and 1996
<CAPTION>
Additional
Common stock paid-in Accumulated
____________________
Shares Amount capital deficit Total
________ ________ ________ ________ ________
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1995 1,573,050 4,989,737 1,927,736 (6,403,139) 514,334
Shares issued for cash
in private placements,
net of offering costs
of $87,425 270,000 1,932,575 - - 1,932,575
Stock options exercised 27,000 132,250 - - 132,250
Net Income - - - 144,436 144,436
Foreign currency
translation adjustment - - - - 766
________ ________ ________ ________ ________
Balance at
December 31, 1996 1,870,050 7,054,562 1,927,736 (6,258,703) 2,724,361
Offering costs - (2,608) - - (2,608)
Net loss - - - (293,322) (293,322)
Foreign currency
translation adjustment - - - - (28,667)
________ ________ ________ ________ ________
Balance at
December 31, 1997 1,870,050 7,051,954 1,927,736 (6,552,025) 2,399,764
Stock options exercised 8,400 34,650 - - 34,650
Net loss - - - (409,399) (409,399)
Foreign currency
translation adjustment - - - - 727
________ ________ ________ ________ ________
Balance at
December 31, 1998 1,878,450 7,086,604 1,927,736 (6,961,424) 2,025,742
======== ======== ======== ======== ======
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GOLDEN CYCLE GOLD CORPORATION
Consolidated Statements of Cash Flows
Years Ended December 31, 1998, 1997 and 1996
<CAPTION>
1998 1997 1996
_______ _______ _______
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $(409,399) (293,322) 144,436
Adjustments to reconcile net income
(loss) to net cash used in
operating activities:
Depreciation expense 2,552 2,033 3,917
Loss (gain) on disposal of assets 339 (1,450) (268,593)
Write-down of mineral property
development costs 108,545 - -
Increase in interest receivable
and other current assets (16,463) (10,810) (9,385)
Increase (decrease) in
accounts payable and
accrued liabilities (11,326) 8,642 4,654
_______ _______ _______
Net cash used in operating
activities (325,752) (294,907) (124,971)
_______ _______ _______
Cash flows from investing activities:
Decrease (increase) in short-term
investments, net 328,865 368,130 (1,951,103)
Mineral property development costs (45,806) (75,421) -
Decrease (increase) in other assets 4,369 (5,394) -
Proceeds from sale of assets 1,184 1,450 50,000
Collection of note receivable 9,645 8,931 -
Purchases of property and equipment, net (4,674) (14,256) (12,445)
_______ _______ _______
Net cash provided by (used in)
investing activities 293,583 283,440 (1,913,548)
_______ _______ _______
Cash flows from financing activities:
Proceeds from issuance of common
stock, net of offering costs 34,650 (2,608) 2,064,825
_______ _______ _______
Net cash provided by (used in)
financing activities 34,650 (2,608) 2,064,825
_______ _______ _______
Effect of exchange rate changes on cash 158 (11,098) 122
_______ _______ _______
Net increase (decrease) in
cash and cash equivalents 2,639 (25,173) 26,428
Cash and cash equivalents, beginning of year 11,095 36,268 9,840
_______ _______ _______
Cash and cash equivalents, end of year $ 13,734 11,095 36,268
====== ====== ======
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(1) Summary of Significant Accounting Policies
Golden Cycle Gold Corporation (the Company) acquires and explores mining
properties. The Company's principal investment consists of its joint venture
participation in the Cripple Creek and Victor Gold Mining Company (the Joint
Venture), a precious metals mining company in the Cripple Creek Mining
District of Teller County, Colorado. In addition, during 1997, the Company
established Golden Cycle Philippines, Inc. (GCPI), a wholly-owned subsidiary
of the Company, in the Republic of the Philippines in order to participate
in potential mining opportunities.
Use of Estimates
Management makes various estimates and assumptions in determining the
reported amounts of assets, liabilities, revenues and expenses for each
period presented, and in the disclosure of commitments and contingencies.
Changes in these estimates and assumptions will occur based on the passage of
time and the occurrence of future events.
Principals of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. All significant intercompany transactions and
balances have been eliminated on consolidation.
Short-Term Investments
Short-term investments consist of U.S. Treasury Bills and certificates of
deposit. U.S. Treasury Bills that the Company has both the intent and
ability to hold to maturity are carried at amortized cost.
Investment in Mining Joint Venture
The Company accounts for its investment in the Joint Venture on the equity
method. In prior years, the Company's share of Joint Venture losses exceeded
the remaining carrying value of the investment and, accordingly, the
investment was reduced to zero. Joint Venture distributions in excess of the
investment carrying value are recorded as income. The Company does not
record its share of Joint Venture losses incurred subsequent to the reduction
of its investment balance to zero, as the Company has no obligation to fund
operating losses. To the extent the Joint Venture is profitable, the Company
does not record its share of equity income until the cumulative amount of
previously unrecorded Joint Venture losses have been recouped.
<PAGE>
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
Mineral Exploration and Development Costs
Mineral exploration costs are expensed as incurred. Mineral property
development costs, including acquisition costs, associated with mineralized
properties are capitalized until commercial production commences. Depletion
of development costs is provided on a units of production basis over the
estimated proven and probable recoverable reserves.
Periodically, the Company assesses the carrying value of its development
costs, property and equipment for impairment by comparing estimated
undiscounted cash flows expected to be generated from such assets with their
net book value. If net book value exceeds estimated cash flows, the asset is
written down to fair value.
Property and Equipment
Office furniture, fixtures and equipment are stated at cost and are
depreciated using the straight-line method over estimated useful lives
ranging from three to ten years.
Foreign Currency Translation
The GCPI operations' functional currency is the local currency and,
accordingly, the assets and liabilities of its Philippines operations are
translated into their United States dollar equivalent at rates of exchange
prevailing at each balance sheet date. Revenue and expenses are translated
at average exchange rates prevailing during the periods in which such items
are recognized in operations.
Gains and losses arising from translation of the consolidated financial
statements of Philippine operations are included in the accumulated other
comprehensive income (loss) - foreign currency translation adjustment account
in shareholders' equity. Amounts in this account are recognized in the
consolidated statements of operations when the related net foreign investment
is reduced.
Stock Options
The Company applies Accounting Principles Board Opinion No. 25 and related
interpretations in accounting for its stock option plans. Accordingly, no
compensation cost is recognized for stock options granted with exercise
prices equal to the fair market value of the common stock.
Income Taxes
The Company utilizes the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts and the tax
basis of existing assets and liabilities using enacted tax rates expected to
apply in
<PAGE>
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
the years in which such temporary differences are expected to be recovered or
settled. Changes in tax rates are recognized in the period of the enactment
date. A valuation allowance is recognized unless tax assets are more likely
than not to be realized.
(2) Short-Term Investments
The amortized cost of U.S. Treasury Bills, which approximates fair value, at
December 31, 1998 and 1997 was $533,186 and $1,221,119, respectively. All
U.S. Treasury Bills held at December 31, 1998 mature within one year. The
Company held certificates of deposit of $794,778 and $656,161 at December 31,
1998 and 1997, respectively. All certificates of deposit held at December
31, 1998 mature within one year.
(3) Notes Receivable and Assets Held for Sale
The Company owns certain water rights in Fremont County, Colorado, which is
under a contract for sale pending regulatory approval. A sale of a portion of
the water rights to the City of Cripple Creek for $312,500 closed on December
31, 1996. The Company received cash of $70,000 and a promissory note in the
amount of $242,500. The promissory note is payable in equal payments of
$28,331 annually, including interest, commencing on December 19, 1997 until
December 19, 2001, at which time the entire principal balance, together with
accrued interest is due and payable.
(4) Mineral Property Development Costs
During 1998, the development of the operations in the Philippines were placed
on standby pending award of the Mineral Production Sharing Agreement (MPSA)
as required by the 1995 Philippines Mining Law. The ultimate outcome of the
MPSA award is not known and is difficult to predict and a write-down in the
carrying value of the development costs has been recorded during 1998.
(5) Investment in Mining Joint Venture
The Company owns an interest in the Joint Venture with Pikes Peak Mining
Company (PPMC). PPMC manages the Joint Venture. The Joint Venture conducts
exploration, development and mining of certain properties in the Cripple
Creek Mining District, Teller County, Colorado. The Joint Venture owns or
controls surface and/or mineral rights in the Cripple Creek Mining District,
certain portions of which are being actively explored and developed.
The Joint Venture Agreement, as amended, generally requires PPMC to finance
operations and capital expenditures of the Joint Venture. The Joint Venture
is currently operating in an Initial Phase, as defined, that will terminate
when Initial Loans, as defined, have been repaid and when $58 million of Net
Proceeds, as defined, has been distributed 80% to PPMC and 20% to the
Company. As of December 31, 1998, Initial Loans were approximately $150
million and no Net Proceeds have been distributed. Initial Loans must be
repaid prior to Net Proceeds being distributed to the venturers. After the
Initial Phase, the Joint Venture will distribute metal in kind, 67% to
<PAGE>
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
PPMC and 33% to the Company. The Agreement also provides for the Company to
receive a minimum annual distribution of $250,000 during the Initial Phase.
Beginning in 1994, such minimum annual distributions are recoupable against
the Company's future share of Net Proceeds, if any.
Whether future gold prices and the results of the Joint Venture's operations
will reach and maintain a level necessary to repay the Initial Loans,
complete the Initial Phase, and thereafter generate net income cannot be
assured due to uncertainties inherent within any mining operation. Based on
the amount of Initial Loans payable to the Manager and the uncertainty of
future operating revenues, management of the Company believes that, without a
significant and sustained increase in the prevailing market price for gold,
it is unlikely that the Company will receive more than the Minimum Annual
Distribution from the Joint Venture in the foreseeable future.
The Company's share of 1998 Joint Venture losses which have not been recorded
in its consolidated financial statements is $2,363,600. The Company's share
of the 1997 and 1996 Joint Venture income (losses), which have not been
recorded in its consolidated financial statements, is $2,169,000 (net loss)
and $386,000 (net income), respectively. As of December 31, 1998, the
Company's accumulated unrecorded losses from the Joint Venture are $8,560,258.
The condensed balance sheets of the Joint Venture as of December 31, 1998
and 1997 are summarized as follows:
<TABLE>
<CAPTION> 1998 1997
_______ _______
(in thousands)
<S> <C> <C>
Assets
_________________________________
Inventory $ 26,026 31,034
Other current assets 4,941 1,439
_______ _______
Total current assets 30,967 32,473
Fixed assets and mine development costs 135,113 140,757
_______ _______
Total assets $ 166,080 173,230
======= =======
Liabilities and Venturers' Equity
_________________________________
Current liabilities $ 9,224 9,106
Payable to PPMC 155,431 150,091
Capital lease obligations 3,986 6,081
Accrued reclamation costs 10,366 8,811
_______ _______
Total liabilities 179,007 174,089
Venturers' equity (12,927) (859)
_______ _______
Total liabilities and venturers'
equity $ 166,080 173,230
======= =======
</TABLE>
<PAGE>
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
The condensed statements of operations of the Joint Venture for each of the
years in the three-year period ended December 31, 1998 are summarized as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
_______ _______ _______
(in thousands)
<S> <C> <C> <C>
Revenue $ 67,507 75,697 67,699
Operating expenses (63,840) (70,754) (52,883)
Interest expense (15,485) (15,787) (12,886)
_______ _______ _______
Net earnings (loss) $ (11,818) (10,844) 1,930
======= ======= =======
</TABLE>
(6) Income Taxes
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 1998 and 1997 are
presented below:
<TABLE>
<CAPTION>
1998 1997
________ ________
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards $ 417,000 441,000
Provisions for asset impairments, related
to assets held for sale 140,000 140,000
________ ________
557,000 581,000
Valuation allowance (557,000) (581,000)
________ ________
Net deferred tax asset $ - -
======= =======
</TABLE>
At December 31, 1998, the Company has net operating loss carryforwards for
income tax purposes of approximately $1,113,000 which expire beginning in
2010 through 2018.
The Company has not recorded an income tax benefit in 1998 or 1997 as it does
not believe it is more likely than not that the benefit of the deferred tax
assets will be realized in the future.
At December 31, 1998, the Company has net operating loss carryforwards for
income tax purposes of approximately $1,113,000 which expire beginning in
2010 through 2018.
The Company has not recorded an income tax benefit in 1998 or 1997 as it does
not believe it is more likely than not that the benefit of the deferred tax
assets will be realized in the future.
(7) Common Stock Options
Prior to 1992, certain officers, directors and employees were granted options
to acquire 6,000 shares of common stock, at the discretion of the Company's
Board of Directors. The exercise price of the options was based upon the
market value of the common stock on the date of the grant. Such options
expire ten years from the date of the grant.
<PAGE>
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
During 1992, the Company's Board of Directors adopted a Directors' Stock
Option Plan (the Directors' Plan) and a 1992 Stock Option Plan (the 1992
Plan). All options available under the Directors' Plan were granted prior
to December 31, 1994. The 1992 Plan provides for the grant of options on a
discretionary basis to certain employees and consultants. Under each plan,
the exercise price cannot be less than the fair market value of the common
stock on the date of the grant. The expiration of the options is ten years
from the date of the grant.
Changes in stock options for each of the years in the three-year period ended
December 31, 1998 are as follows:
<TABLE>
<CAPTION>
Weighted
Option price average exercise
Shares per share price
_______ ___________ _________
<S> <C> <C> <C>
Outstanding and exercisable at
December 31, 1995 218,000 $3.00 - 11.00 7.51
Exercised (27,000) 3.00 - 5.56 4.90
_______
Outstanding and exercisable at
December 31, 1996 191,000 $3.00 - 11.00 7.92
Granted 35,000 9.00 9.00
Expired (36,000) 4.125 - 10.75 6.84
_______
Outstanding and exercisable at
December 31, 1997 190,000 $3.00 - 11.00 8.27
Granted 30,000 7.75 7.75
Exercised (8,400) 4.125 4.125
Expired (31,600) 4,125 - 11.00 7.49
Outstanding and exercisable at
December 31, 1998 180,000 $3.00 - 11.00 8.27
</TABLE>
The weighted average remaining term of options outstanding was 5.9 and 5.7
and years at December 31, 1998 and 1997, respectively.
<PAGE>
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
The Company applies APB Opinion 25 and related interpretations in accounting
for its plans. Accordingly, no compensation cost has been recognized for its
stock option plans. Had compensation cost for the Company's stock-based
compensation plans been determined on the fair value at the grant dated for
awards under those plans consistent with the FASB Statement 123, the
Company's net income (loss) and income (loss) per share would have been
reduced to pro forma amounts indicated below:
<TABLE>
<CAPTION>
1998 1997 1996
_______ _______ _______
<S> <C> <C> <C>
Net Income (loss):
As reported $ (409,399) (293,322) 144,436
Pro forma (639,913) (605,759) 144,436
</TABLE>
Basic and diluted income (loss) per share:
As reported (0.22) (0.16) 0.08
Pro forma (0.34) (0.32) 0.08
The fair value of each option grant was estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for options granted:
Risk-free
Dividend Expected interest rate Expected life
yield volatility range (in years)
________ ________ ________ ________
Options granted in 1997 0 160% 6.62% 10
Options granted in 1998 0 160% 5.59 10
No options were granted in 1996.
(8) Year 2000
The Company is in the process of identifying, assessing and remediating
software for the Year 2000 issue within each of its significant computer
systems. The Company is also in the process of identifying and contacting
critical suppliers and customers regarding their plans and progress in
addressing their Year 2000 issues. The failure to correct a material Year
2000 problem could result in an interruption in, or a failure of, certain
normal business activities or operations. Such failures could materially and
adversely affect the Company's operations, liquidity and financial condition.
Due to the general uncertainty inherent in the Year 2000 problem, resulting
in part from the uncertainty of the Year 2000 readiness of third-party
suppliers and customers, the Company is unable to determine at this time
whether the consequences of Year 2000 failures will have a material impact
on the Company's operations, liquidity or financial condition.
<PAGE>
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(9) Subsequent Event
In March 1999, the Company was advised by Euro-Nevada Mining Corporation,
Inc. (Euro-Nevada) that it had accepted offers from shareholders owning
approximately 54% of the issued and outstanding shares of Golden Cycle, on a
fully-diluted basis, to sell their shares to Euro-Nevada or its nominee for a
cash purchase price of US$13.50 per share. No officers or directors of
Golden Cycle are included among the selling shareholders. The closing of the
transaction is subject to certain conditions, including Euro-Nevada
performing due diligence satisfactory to it relating to Golden Cycle and
compliance with applicable regulatory requirements. Subject to the
foregoing, it is expected that the closing of the private sales will occur by
the end of July 1999. Euro-Nevada also advised Golden Cycle it will upon
completion of the stock purchase, promptly enter into negotiations with
Golden Cycle to execute a merger agreement to acquire the balance of the
Golden Cycle shares for a cash price of US$13.50 per share. Upon entering
into negotiations with Euro-Nevada to effectuate a merger, the Board of
Directors of Golden Cycle intends to take all appropriate actions to evaluate
the offer and advise the shareholders accordingly.
<PAGE>
Consent of Independent Auditors
The Board of Directors
Golden Cycle Gold Corporation:
We consent to incorporation by reference in the registration statements
(Nos. 33-47877 and 333-12245) on Form S-3 and (Nos. 33-62952 and 333-26975)
on Form S-8 of Golden Cycle Gold Corporation of our report dated March 12,
1999, relating to the consolidated balance sheets of Golden Cycle Gold
Corporation and subsidiary as of December 31, 1998 and 1997, and the related
consolidated statements of operations, shareholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1998, which
report appears in the December 31, 1998 annual report on Form 10-K of Golden
Cycle Gold Corporation.
KPMG LLP
Denver, Colorado
March 26, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Golden Cycle Gold Corporation
and Subsidiary
Consolidated Financial Statements
</LEGEND>
<S> <C>
<PERIOD-START> JAN-01-1998
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 13,734
<SECURITIES> 1,608,871
<RECEIVABLES> 261,073
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,659,754
<PP&E> 568,090
<DEPRECIATION> 411,025
<TOTAL-ASSETS> 2,041,768
<CURRENT-LIABILITIES> 16,026
<BONDS> 0
<COMMON> 2,025,742
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,041,768
<SALES> 0
<TOTAL-REVENUES> 363,120
<CGS> 0
<TOTAL-COSTS> 772,519
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (409,399)
<INCOME-TAX> 0
<INCOME-CONTINUING> (409,399)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (409,399)
<EPS-PRIMARY> (.22)
<EPS-DILUTED> (.22)
</TABLE>
