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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
Common Stock, No Par Value .
(Title of Class)
Certain information required by Item 8 and 14 (d) has been omitted and will
be filed by amendment.
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 has been subject to such
filing requirements for the past 90 days. x Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will 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 x
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $7,894,000. This calculation is based on the
average of the bid and asked prices of the common stock on the Pacific
Exchange on March 26, 1998.
The number of shares of the Registrant's Common Stock, outstanding as of
March 26, 1998 was 1,870,050.
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, uncertainties regarding the ability of the Joint Venture to
operate profitably and uncertainties regarding the Company's activities in
the Republic of the Philippines.
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 Minoroco (U.S.A.) Inc. The Joint Venture engages in gold
mining activity in the Cripple Creek area of Colorado.
In addition to its Joint Venture activities, the Company is seeking to
participate in gold and copper mining activities in the Republic of the
Philippines. The Company incorporated Golden Cycle Philippines, Inc.
("GCPI"), a wholly-owned subsidiary, under the laws of the Philippines on
November 12, 1996, and GCPI has 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. See "Description of
Philippine Activities" for further information regarding the proposed
activities of GCPI in the Philippines.
As of December 31, 1997, the Company had a total of 6 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
after 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, 1997, the Joint Venture had $150.1 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 net loss of $10.8 million for the year ended
December 31, 1997 compared 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 volatile and subject
to speculative movement, 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, and Phase 2 of the
Cresson leach pad was completed.
1997 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.)
Production
Gold production for the Joint Venture increased for the third year in a
row in 1997, to 228,162 troy ounces, a 32% increase from 1996 production of
174,708 troy ounces, and a 198% increase from 1995 production of 76,589 troy
ounces. The Cresson mine also produced 48,067 troy ounces of silver. On a
daily basis, approximately 28,625 tons of ore and 42,536 tons of
"overburden," or waste, were mined.
Revenue and Costs
Although gold closed at an historic low in 1997, the Cresson Mine's low
cash production costs of $196 per ounce enabled the joint venture to reduce
the impact of lower gold revenue this past year. Production costs have
declined annually since 1995 and were at their lowest level in 1997. Gold
production was sold at an average price of approximately $332 per ounce,
resulting in revenue of approximately $75.7 million.
The Joint Venture's operating costs were approximately $70.9 million.
Additionally, interest expense on the pre-production debt was $15.6 million,
resulting in a loss of $10.8 million. The Joint Venture showed positive cash
flow of approximately $1.5 million after deducting capital expenditures and
adding non-cash depreciation, depletion, amortization, and reclamation
expenses. No profit was distributed to Golden Cycle Gold Corp., although the
Company did receive the Minimum Annual Distribution of $250,000.
Exploration Results and Costs
Exploration in 1997 was focused on locating and delimiting extensions
of
the existing ore deposit below and to the east of the Cresson open pit.
Ongoing exploration found areas of higher grade gold ore which is necessary
for continuing an economic operation. The decrease in the 1997 year end ore
reserve estimate (net of production) vs. the 1996 estimate for the tonnage
(-23.9%), contained ounces (-10.4%) and recoverable ounces (-8.2%), was due
to the lowering of the gold price used in the ore reserve calculation from
$400 to $335 per troy ounce. Had the exploration campaign not been
successful, the revaluation of the ore reserve would have been much more
severe. The most critical exploration, for new high grade gold deposition,
will be continued in 1998. Given the promising targets now being probed, it
is expected that exploration will replace the ounces of gold mined and
produced in 1998. The Joint Venture's Exploration drilling costs were
$3.51 million, twenty percent less than 1996 costs of $4.39 million.
Gold Reserves
During 1997, as part of its determination of the Joint Venture
reserves,
the Joint Venture re-evaluated the district ore deposit reserves. The ore
reserves are shown in 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 Inc., and Mine
Development Associates, Inc.) and conform to accepted industry standards.
Cripple Creek & Victor Gold Mining Company
Gold Ore Reserve Estimate as of December 31, 1997 *
ORE TROY CONTAINED RECOVERABLE WASTE
TONS OUNCES OUNCES OUNCES TONS
(000's) PER TON (TROY) (TROY)** (000's)
________ _________ ____________ ____________ ________
Cripple Creek
Victor district 84,559 0.0323 2,733,781 1,803,066 150,912
________ _________ ____________ ____________ ________
* These gold reserve figures were estimated based on a $335 per troy ounce
gold price for all district deposits, and are subject to various royalties.
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. During 1997, the average price of gold sold by
the Joint Venture was approximately $332 per troy ounce.
** 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.
Construction/Historic Rehabilitation
Historic Post Office Block, Victor, Colo.
As part of its commitment to the community and as a way to help
preserve
the areas mining history, the joint venture purchased the historic post
office block in Victor, Colo., and renovated it for use as administrative
headquarters by the Joint Venture at a cost of $1.3 million. This
10,000-square foot building, dedicated at a public open house in August,
preserves many of the architectural features of the original post office,
including the main staircase. A custom skylight, in the center of the
building was built to duplicate the original.
Carol E. Roberts Technical Laboratory, Cresson Mine
This state of the art Assay, Metallurgical Research and Environmental
analysis Laboratory, built in 1997 at a cost of $2.6 million, is used to
process exploration and production samples from the Cresson Mine and conducts
all of the "in house" metallurgical testing and all of the analyses required
for on-site Environmental control. This Laboratory replaces the antiquated
lab which was located in the Carlton mill building.
Completion of Phase II, Cresson Leach Pad
The Cresson mine extracts gold using a modified heap leaching process
involving a closed system and multiple liners. The design incorporates a
closed circuit "valley-fill" in pad pond, leach pad with multiple,
engineered, protective membranes between the ore being leached and the
environment. This is a "state of the art" leach pad, classified as a zero
discharge facility, which is continuously monitored via electronic leak
detection equipment located between the sealing membranes and in "monitor"
wells located on the margin of the leach pad. To date, the complete
leaching system has operated as designed and has also met all of the original
government criteria. The Permitted Phase 2 expansion of the original leach pad
was completed in March 1997 at a cost of $26.5 million. The Project was on
time and on budget. The Phase 2 expansion will increase the total leach pad
capacity by 27 million tons, allowing a further extension of the leach pad
into the area formerly occupied by the Carlton Mill. This will increase the
pad capacity to approximately 65 million tons.
Technical Revision of the Mining Permit
In 1997, the Joint Venture received approval of a technical revision of
its mining permit that will ultimately add approximately 12 million tons of
capacity to the Cresson leach pad. Work on this project is expected to begin
in the spring of 1999.
Employment
Pikes Peak provides the work force required by the Joint Venture, which
has no employees. Employment for the Joint Venture increased to 286 at
December 31, 1997, up from 271 at December 31, 1996. The additional staff
was required primarily by increased mine production levels.
Environment
The Joint Venture's balance sheet at December 31, 1997 reflects a total
of $9.4 million in accrued reclamation liabilities. The Joint Venture has
840 acres under financial warranty as of March 1998 within its mining permit
of 2,027 acres. IMC has posted a $20.91 million bond on behalf of the Joint
Venture with the Colorado Mined Land Reclamation Board to ensure the
reclamation of mining disturbances.
As a pioneer in high-altitude, closed circuit, semi-arid, cold-weather,
year-round leaching, the Joint Venture has developed an aggressive posture
toward environmental protection and reclamation. Ongoing compliance with
federal and state regulations includes seismic and noise monitoring for each
production blast; permanent quality standards for ground and surface water
including tunnel discharge; rain and snow fall monitoring; air emission and
dust guidelines; and process solution containment systems at leach pads.
In keeping with its active program to reclaim mined land for beneficial
use as grazing and wildlife habitat, in 1997 the Joint Venture demolished the
Carlton Mill, began removal of the Cameron leach pad and Pad #3, and started
work on the detoxification and eventual closure of the Victor leach pad.
This pad still yields 10-20 ounces of gold per day.
Since 1992, the Joint Venture has reclaimed approximately 90 acres that
now supplement the habitat used by many wildlife species including elk. This
year, it planted over 2,055 trees and shrubs on several overburden stock
piles in addition to planting wild grasses and wildflowers. Perhaps the most
successful example of reclamation was the 10-acre Rubie Pad, purchased from
the American Rare Minerals Company, and seeded with native grasses and
wildflowers. Today, the casual observer cannot distinguish the reclaimed areas
from undisturbed ground.
Current reclamation projects include: reclamation of selected
exploration drill sites; continued de-toxification and reclamation of the
Victor leach pad; continued reclamation of the Ironclad and Globe Hill waste
rock side walls; continued stockpiling of topsoil for future reclamation; and
continued removal of the detoxified "Cameron" and "School" leach pads.
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.
Department of the Interior (Bureau of Land Management), 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.
Hazardous wastes from certain 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 will 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 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, 1998. 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, and 1998 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 Minimum Annual Distribution, the larger amount will be
distributed to the Company. The Joint Venture recorded a net loss of $10.8
million for the year ended December 31, 1997.
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 1997, net income in 1996, or loss in 1995. The Company's
share of the 1997 Joint Venture net loss was $2,168,800. The Company's share
of Joint Venture net income in 1996 was $386,000 and its share of Joint
Venture net loss in 1995 was $730,800. As of December 31, 1997, the Company's
accumulated unrecorded losses from the Joint Venture were $6,196,658.
Description of Philippine Activities
During 1996, the Company formed a wholly owned Philippine subsidiary,
Golden Cycle Philippines, Inc. (GCPI), for the purpose of exploring for gold
and gold/copper deposits in the Republic of the Philippines. This subsidiary
has entered into a comprehensive exploration and operating agreement with
Benguet Corporation (the "BGA Agreement") covering mineral property
acquisition, exploration, development, permitting, and mining in the eastern
Mindanao gold belt. The cost of activities undertaken under the BGA
Agreement will be shared by GCPI and Benguet on a 50-50 basis, with all
interests acquired owned equally. GCPI, as stipulated in the BGA Agreement,
will purchase and operate all interests acquired under the BGA Agreement.
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,
Golden Cycle Philippines 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 the 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.
Phase I Exploration
Work on the Golden Cycle Philippines claims will be conducted in a
phased exploration program designed to detail the previously identified gold
deposition. The first exploration phase is scheduled for completion in
January 1998. This initial exploration phase will establish boundaries for
the claims, involve soil sample gathering for geochemical analysis, plus
detailed geological mapping and sampling of identified surface gold
mineralization. All samples will be prepared and assayed by major
internationally recognized contract laboratories. Management believes that
it is possible to find, delineate and profitably mine gold ore from this
claim area even at today's relatively low price.
Additional prospects
GCPI is in the process of negotiating for the acquisition of high
potential mineral properties in the areas of interest, subject to the
approval of the Boards of Directors of Benguet and the Company. Although
Benguet and GCPI have identified certain properties, including properties
owned or controlled by Benguet, which are believed to be appropriate for
inclusion within the BGA Agreement, there is no assurance that such
properties, or any other properties which GCPI or Benguet believe are
appropriate for inclusion within the BGA Agreement, will be available on
terms acceptable to the Company.
GCPI is also conducting negotiations with other parties for mineral
property acquisition in other portions of the Philippines for its own
account, subject to approval of the Company's Board of Directors.
There is no assurance that any properties or interests therein acquired
pursuant to the BGA Agreement, or which GCPI acquires for its own account,
will contain mineral deposits which can be commercially exploited, or that
permits for mining such deposits can be secured.
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. However, cold weather
conditions in the winter months hamper surface leaching operations.
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 735,000 troy ounces of gold
to this total during the period 1985 through 1997. 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 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 to70 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 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. The Manager believes these matters will be resolved without a
material adverse effect on the Joint Venture.
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 1997.
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, 1996.
Price Range For: HI LOW
_________________________________ __________ __________
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
Quarter ended December 31, 1996 12 -3/4 8 -1/4
Quarter ended September 30, 1996 9 -1/2 8 -1/4
Quarter ended June 30, 1996 8 -3/4 7 -7/8
Quarter ended March 31, 1996 9 -3/8 8
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, 1997, 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, 1998 was 1125. The number of holders beneficial owners for whom
shares are held in "street name" as of March 26, 1998 is believed to be more
than 750.
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
1997 1996 1995 1994 1993
_________ _________ ________ _________ _________
Revenues (1) $ 250,000 $ 250,000 $250,000 $ 250,000 $ 250,000
Other Revenues 124,000 346,000 25,000 33,000 22,000
Expenses 668,000 452,000 273,000 465,000 362,000
Share of Mining Joint
Venture losses (2) - - - -
Net Profit (Loss) (293,000) 144,000 2,000 (182,000) (90,000)
Net Profit (Loss)
Per Share (0.16) 0.08 -(3) (0.12) (0.06)
Total Assets 2,427,000 2,743,000 548,000 1,033,000 694,000
Long term obligations - - - - -
(1) Revenues include the Minimum Annual Distribution. See Management's
Discussion and Analysis below, and Notes 1 and 4 to the financial statements
for a description of the accounting for the Minimum Annual Distribution.
(2) The Joint Venture recorded net loss of $10.8 million for the year ended
December 31, 1997. The Company has not recorded its share of the Joint
Venture 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 ($6,169,658 as
of December 31, 1997) are recovered. See Management's Discussion and
Analysis below, and Notes 1 and 4 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 Minoroco (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 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.
The Company's working capital was $1,942,165 at December 31, 1997
compared to $2,333,300 at December 31, 1996. Cash used in operations was
$281,688 in 1997 compared to cash used by operations of $124,971 during 1996.
The increase in cash used in operations during 1997 was primarily due to the
commencement of exploration operations in the Philippines.
Working capital decreased by approximately $391,000 at December 31,
1997
compared to December 31, 1996. The decrease resulted primarily from
Philippine exploration operations, $298,000, and increased general and
administrative expenses.
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 continue exploration and development
activities in the Philippines in 1998. The Board of Directors has authorized
the funding of the next phase of the SAR 1-5 claim exploration, to be
completed in March 1999. During 1998, the Company has budgeted approximately
$203,000 to support GCPI in its search for gold and copper mining opportunities
in the Philippines. If opportunities to economically expand the Philippine
operations 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 on terms that
would be acceptable. Furthermore, if such operations are commenced, it is
unlikely they would generate positive cash flow and/or profit for several years.
Results of Operations
The Company reported a net loss of $293,000 for the year ended December
31, 1997 as compared to a net income of approximately $144,000 for 1996 and a
net income of approximately $2,000 for 1995.
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 $82,000. 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 increase in net income in 1996 compared to 1995 was due to a gain
of
$268,000 from the sale of certain water rights to the City of Cripple Creek,
higher investment income of approximately $25,000 and other operating revenue
of approximately $28,000 from a consulting engagement in the Philippines.
The additional revenue generated was partially offset by increased general and
administrative costs incurred in connection with the Company's Philippine
initiative of $91,000, hiring additional personnel in the Colorado Springs
office and providing salary increases for the Company's executive officers
totaling approximately $10,000.
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, 1997, the Company's accumulated
unrecorded losses from the Joint Venture are $6,169,658.
The Joint Venture recorded net loss of $10.8 million for the year ended
December 31, 1997 compared to net income of $1.93 million for the year ended
December 31, 1996. The Joint Venture incurred net loss of $3,654,000 in 1995.
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, 1998, a
definitive Proxy Statement pursuant to Regulation 14A, containing the
information required by those items, which information is incorporated
herein by reference.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
Financial Statements
Pag
e
____________________ ____
Financial Statements of the Registrant:
Independent Auditors' Report, KPMG Peat Marwick LLP 21
Consolidated Balance Sheets, December 31,
1997 and 1996 22
Consolidated Statements of Operations for the Years
Ended December 31, 1997, 1996 and 1995 23
Consolidated Statements of Shareholders' Equity for
the Years Ended December 31, 1997, 1996 and 1995 24
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1997, 1996 and 1995 25
Notes to Consolidated Financial Statements
26
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 Officer's & Director's 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 Peat Marwick LLP, page 32.
* 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 1997.
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 27, 1998
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 27, 1998
Orville E. Anderson, Director Date
/s/ Melvin L. Cooper
___________________________________ March 27, 1998
Melvin L. Cooper, Director Date
/s/ Rex H. Hampton
___________________________________ March 27, 1998
Rex H. Hampton, Director Date
/s/ Joseph M. Keane
___________________________________ March 27, 1998
Joseph M. Keane, Director Date
/s/ Frank M. Orrell
___________________________________ March 27, 1998
Frank M. Orrell, Director Date
/s/ Alan P. Ploesser
___________________________________ March 27, 1998
Alan P. Ploesser, Director Date
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, 1997 and 1996 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, 1997.
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, 1997 and 1996, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1997, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Denver, Colorado
March 18, 1998
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1997 and 1996
Assets 1997 1996
_______________________________________ _________ _________
Current assets:
Cash and cash equivalents $ 11,095 36,268
Short-term investments (note 2) 1,937,736 2,305,866
Interest receivable and other current assets 20,686 9,876
_________ _________
Total current assets 1,969,517 2,352,010
Note receivable from sale of water rights (note 3) 233,569 242,500
Assets held for sale - water rights (note 3) 132,680 132,680
Property and equipment, at cost
Land 2,364 2,364
Mineral property development costs 57,582 -
Furniture and fixtures 8,303 7,254
Machinery and equipment 49,492 36,439
_________ _________
117,741 46,057
Less accumulated depreciation and depletion (31,785) (30,176)
_________ _________
85,956 15,881
Other assets 5,394 -
Investment in mining joint venture (note 4) - -
_________ _________
$ 2,427,116 2,743,071
========= =========
Liabilities and Shareholders' Equity
_______________________________________
Current liabilities -
accounts payable and accrued liabilities $ 27,352 18,710
Shareholders' equity:
Common stock, no par value. Authorized
3,500,000 shares; issued and outstanding
1,870,050 shares 7,051,954 7,054,562
Additional paid-in capital 1,927,736 1,927,736
Accumulated deficit (6,552,025) (6,258,703)
Foreign currency translation adjustment (27,901) 766
_________ _________
Total shareholders' equity 2,399,764 2,724,361
_________ _________
$ 2,427,116 2,743,071
========= =========
See accompanying notes to consolidated financial statements.
GOLDEN CYCLE GOLD CORPORATION
Consolidated Statements of Operations
Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Revenue
Distributions from mining joint venture in
excess of carrying value (note 4) $ 250,000 250,000 250,000
Other - consulting fees - 27,602 -
_________ _________ _________
250,000 277,602 250,000
Expenses:
General and administrative 531,085 402,213 266,796
Depreciation expense 2,033 3,917 4,031
Exploration expense 134,438 46,391 -
_________ _________ _________
667,556 451,608 270,828
_________ _________ _________
Operating loss (417,556) (174,006) (20,828)
Other income (expense):
Interest and other income 122,784 49,849 25,319
Gain on sale of assets 1,450 268,593 -
Interest expense - - (2,210)
_________ _________ _________
124,234 318,442 23,109
_________ _________ _________
Net income (loss) $ (293,322) 144,436 2,281
======== ======== ========
Income (loss) per share $ (.16) 0.08 *
=== === ===
Weighted average common shares outstanding 1,870,050 1,839,300 1,572,383
======== ======== ========
*Less than $.01 per share.
See accompanying notes to consolidated financial statements.
GOLDEN CYCLE GOLD CORPORATION
Consolidated Statements of Shareholders' Equity
Years Ended December 31, 1997, 1996, and 1995
Additional
Common stock paid-in Accumulated
____________________
Shares Amount capital deficit Total
________ ________ ________ ________ ________
Balances at
December 31, 1994 1,571,050 $ 4,975,612 1,927,736 (6,405,420) 497,928
Stock options exercised 2,000 14,125 - - 14,125
Net Income - - - 2,281 2,281
________ ________ ________ ________ ________
Balances 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
________ ________ ________ ________ ________
Balances 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)
________ ________ ________ ________ ________
Balances at
December 31, 1997 1,870,050 7,051,954 1,927,736 (6,552,025) 2,399,764
======== ======== ======== ======== ======
See accompanying notes to consolidated financial statements.
GOLDEN CYCLE GOLD CORPORATION
Consolidated Statements of Cash Flows
Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
_______ _______ _______
Cash flows from operating activities:
Net income (loss) $(293,322) 144,436 2,281
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation expense 2,033 3,917 4,031
Gain on sale of assets (1,450) (268,593) -
Decrease in interest receivable
and other current assets (10,810) (9,385) (445)
Increase (decrease) in
accounts payable and
accrued liabilities 8,642 4,654 (905)
_______ _______ _______
Net cash provided by (used in)
operating activities (294,907) (124,971) 4,962
_______ _______ _______
Cash flows from investing activities:
Decrease (increase) in short-term
investments, net 368,130 (1,951,103) (26,674)
Mineral property development costs (75,421) - -
Increase in other assets (5,394) - -
Proceeds from sale of assets 1,450 50,000 -
Decrease in note receivable 8,931 - -
Purchases of property and equipment, net (14,256) (12,445) -
_______ _______ _______
Net cash provided by (used in)
investing activities 283,440 (1,913,548) (26,674)
_______ _______ _______
Cash flows from financing activities:
Proceeds from issuance of common
stock, net of offering costs (2,608) 2,064,825 14,125
Repayment of note payable - - (500,000)
_______ _______ _______
Net cash provided by (used in)
financing activities (2,608) 2,064,825 (485,875)
_______ _______ _______
Effect of exchange rate changes on cash (11,098) 122 -
_______ _______ _______
Net increase (decrease) in
cash and cash equivalents (25,173) 26,428 (507,587)
Cash and cash equivalents, beginning of year 36,268 9,840 517,427
_______ _______ _______
Cash and cash equivalents, end of year $ 11,095 36,268 9,840
====== ====== ======
See accompanying notes to consolidated financial statements.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1996 and 1995
________________________________________________________________________
(1) Summary of Significant Accounting Policies
Golden Cycle Gold Corporation (the Company) acquires and develops
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. Debt securities 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.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(1) Summary of Significant Accounting Policies (continued)
Mineral Exploration and Development Costs
Mineral exploration costs are expensed as incurred. Development 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 and when necessary, writes down the asset to
net recoverable 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 Company uses the method of foreign currency translation whereby the
assets and liabilities of its self-sustaining Philippines operations are
translated into their United States dollar equivalent at rates of exchange
prevailing at each balance sheet date. Revenues and expenses are translated
at average exchange rates prevailing during the periods in which such items
are recognized in operations. Transaction amounts denominated in foreign
currencies are translated into their United States dollar equivalents at
exchange rates prevailing at the transaction dates.
Gains and losses arising from translation of the consolidated financial
statements of Philippine operations are included in the foreign currency
translation adjustment account in shareholders' equity. Amounts in this
account are recognized in the consolidated statement 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.
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 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.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
Earnings (Loss) Per Share
In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS
128), which specifies the computation, presentation and disclosure
requirements for earnings per share. SFAS 128 is effective for periods
ending after December 15, 1997 and requires retroactive restatement of
earnings per share in prior periods. The statement replaces the calculation
of "primary earnings per share" with "basic earnings per share" and redefines
the "dilutive earnings per share" computation. Adoption of SFAS 128 did not
effect the reported income (loss) per common share for the years ended
December 31, 1997, 1996 and 1995.
(2) Short-Term Investments
The amortized cost of debt securities, which approximates fair value,
at
December 31, 1997 and 1996 was $1,221,119 and $1,926,261, respectively. All
debt securities held at December 31, 1997 mature within one year. The
Company held certificates of deposit of $656,161 and $205,659 at December 31,
1997 and 1996, respectively.
(3) Notes Receivable and Assets Held for Sale
The Company owns certain water rights in Fremont County, Colorado,
which
it is actively attempting to sell. 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, $20,000 of which was received in 1994 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) 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, 1996, 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,
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(4) Investment in Mining Joint Venture (continued)
the Joint Venture will distribute metal in kind, 67% to 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.
The Company's share of Joint Venture losses which have not been recorded
in its consolidated financial statements is $2,168,800 in 1997. The
Company's share of the Joint Venture income (losses), which have not been
recorded in its consolidated financial statements, is $386,000 (net income)
and $731,000 (net loss) in 1996 and 1995, respectively. As of December 31,
1997, the Company's accumulated unrecorded losses from the Joint Venture are
$6,196,658.
The condensed balance sheets of the Joint Venture as of December 31,
1997 and 1996 are summarized as follows:
1997 1996
_______ _______
(in thousands)
Assets
_________________________________
Inventory $ 31,034 35,524
Other current assets 1,439 2,631
_______ _______
Total current assets 32,473 38,155
Fixed assets and mine development costs 140,757 147,260
_______ _______
Total assets $ 173,230 185,415
======= =======
Liabilities and Venturers' Equity
_________________________________
Current liabilities $ 9,106 10,043
Payable to PPMC 150,091 151,624
Capital lease obligations 6,081 7,196
Accrued reclamation costs 8,811 6,317
_______ _______
Total liabilities 174,089 175,180
Venturers' equity (859) 10,235
_______ _______
Total liabilities and venturers'
equity $ 173,230 185,415
======= =======
The condensed statements of operations of the Joint Venture for each of the
three years ended December 31, 1997 are summarized as follows:
1997 1996 1995
_______ _______ _______
(in thousands)
Revenue $ 75,697 67,699 29,595
Operating expenses (70,754) (52,883) (23,789)
Interest expense (15,787) (12,886) (9,460)
_______ _______ _______
Net earnings (loss) $ (10,844) 1,930 (3,654)
======= ======= =======
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statement, Continued
________________________________________________________________________
(5) Income Taxes
The tax effects of temporary differences that give ries to significant
portions of the deferred tax assets at December 31, 1997 and 1996 are
presented below:
1997 1996
________ ________
Deferred tax assets:
Net operating loss carryforwards $ 441,000 375,000
Provisions for asset impairments, related
to assets held for sale 140,000 140,000
________ ________
581,000 515,000
Valuation allowance (581,000) (515,000)
________ ________
Net deferred tax asset $ - -
======= =======
At December 31, 1997, the Company has net operating loss carryforwards for
income tax purposes of approximately $1,176,000 which expire beginning in
1998 through 2016.
The Company has not recorded an income tax benefit in 1997, 1996 or 1995 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.
(6) 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.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statement, Continued
________________________________________________________________________
(6) Common Stock Options (continued)
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 these 170,000 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, 1997 are as follows:
Weighted
Option price average exercise
Shares per share price
_______ ___________ _________
Outstanding and exercisable at
December 31, 1994 220,000 3.00 - 11.00 7.51
Exercised (2,000) 6.625 - 7.50 7.06
_______
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
Expired (1,000) 11.00 11.00
_______
Outstanding and exercisable at
December 31, 1997 190,000 $3.00 - 11.00 8.27
=======
The weighted average remaining term of options outstanding was 5.7 and 5
years at December 31, 1997 and 1996, respectively.
No options were granted during 1997 and 1996. Accordingly, no disclosures
regarding compensation cost for the Company's stock based compensation plans
in accordance with the provisions of Statement of Financial Accounting
Standards No. 123 have been presented.
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 33-26975 on
Form S-8 of Golden Cycle Gold Corporation of our report dated March 18, 1998,
relating to the consolidated balance sheets of Golden Cycle Gold Corporation
and subsidiary as of December 31, 1997 and 1996, 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, 1997, which report appears
in the December 31, 1997 annual report on Form 10-K of Golden Cycle Gold
Corporation.
KPMG Peat Marwick LLP
Denver, Colorado
March 26, 1997