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, 1999
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 201, 1515 South Tejon,
Colorado Springs, CO 80906
(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 $8,949,000. This calculation is based on the
average of the bid and asked prices of the common stock on the Pacific
Exchange on March 27, 2000.
The number of shares of the Registrant's Common Stock, outstanding as of
March 27, 2000 was 1,888,450.
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 (CC&V"), a joint venture (the
"Joint Venture") with AngloGold Colorado ("AngloGold", formerly Pikes Peak
Mining Company), a wholly-owned subsidiary of AngloGold North America Inc.
which is a wholly owned subsidiary of AngloGold Ltd. The Joint Venture
engages in gold mining activity in the Cripple Creek area of Colorado.
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, 1999, the Company had 2 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 AngloGold 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 its primary business activity. AngloGold 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 AngloGold and 20% to the Company.
After the Initial Phase, the Joint Venture will distribute metal in kind in
the proportion of 67% to AngloGold 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 AngloGold or, if such loans are
available at a lower cost than from AngloGold, 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, 1999, the Joint Venture had $168.1 million in Initial Loans
payable to AngloGold. 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 $7.4 million for the year
ended
December 31, 1999 compared to net losses of $11.8 million and $10.8 million
for the years ended December 31, 1998 and December 31, 1997 respectively.
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. The development of the
East Cresson mine began during the second quarter of 1999 and is continuing.
1999 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 Mine set another Joint Venture gold production record in
1999
of more than 231,000 troy ounces. The CC&V operation reported that it
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 gold ore reserve computation as of December 31, 1999
resulted in an increase in the total and recoverable troy ounces of gold
contained in the proven and probable categories net of 1999 depletion.
Production
1999 Joint Venture gold production increased for the fifth year in a
row
to 231,205 (1998 230,366) troy ounces. Total crusher production for the year
was also a new record at 10.6 million tons, placing an estimated 250,000
recoverable troy ounces of gold on the Valley Leach Facility. The Cresson
mine also produced 94,438 troy ounces of silver. On a daily basis,
approximately 30,000 tons of ore and 51,000 tons of "overburden" or waste were
mined, for an overall strip ratio of 1.7.
Revenue and Costs
The Joint Venture sold 231,206 troy ounces of gold at an average price
of
approximately $276 per troy ounce producing total gold revenues of $63.7
million. The Joint Venture reduced cash production costs to approximately
$167 per troy ounce (approximately $179 per troy ounce in 1998) enabling it
to reduce the impact of lower gold prices this past year. The Joint Venture
had operating costs of $56.7 million, including depreciation, depletion, and
amortization (DD&A), and expensed exploration was approximately $1.0 million.
Interest expense on the pre-production debt was approximately $15.6 million,
resulting in a loss of $7.4 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.
Ore Reserves and Non-reserve mineralization
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 future development
and project planning as part of its determination of the Joint Venture
reserves.
Each year CC&V models its gold ore reserves to incorporate the results of
its exploration program, new geologic information, revised metallurgical
recoveries, revised gold price, new geotechnical data, new pit designs, new
operating costs and/or allowances for 1999 depletion. The ore reserves and
mineral resources shown for 1999 were modeled using a $300 gold price and a
0.006 ounce per ton (opt) recoverable cutoff grade. 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. The ore reserves are shown on the table below.
The Unaudited CC&V Ore Reserve Estimate as of December 31, 1999*
Cripple Creek / Victor District
Ore Troy Contained Recoverable
Tons Ounces Ounces Ounces
(x1,000) per ton (troy) (troy)
________ _________ ____________ ____________
Proven 107,367 0.031 3,363,000 2,110,000
Probable 61,674 0.025 1,515,000 1,005,000
________ _________ ____________ ____________
Total Reserves 169,041 0.029 4,878,000 3,115,000
________ _________ ____________ ____________
Notes: The tonnage is shown in short tons.
* These gold reserve figures were estimated based on a $300 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 25, 1998 and
December 25, 1997 were computed on the basis of $290 and $335 per troy ounce
gold prices respectively. 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.
A comparison with the December 25, 1998, ore reserve is shown below.
Changes in CC&V Gold Ore Reserves
(proved plus probable)
December 25, 1998 vs December 25, 1999
Ore Troy Contained Recoverable
Tons Ounces Ounces Ounces
(000's) Per Ton (Troy) (Troy)
Total ________ _________ ____________ ____________
1999 169,041 0.029 4,878,000 3,115,000
1998 126,856 0.034 4,300,000 2,790,000
________ _________ ____________ ____________
+42,185 + 578,000 +325,000
________ _________ ____________ ____________
In addition to the estimation of ore reserves, CC&V models other
mineralized material which is additional to its ore reserves. Inferred
resources were added a new category this year as CC&V adopted the guidelines
used by the Australasian Code for reporting identified mineral resources and
ore reserves as proposed by the Joint Ore Reserve Committee of the
Australasian Institute of Mining and Metallurgy, the Australian Institute of
Geoscientists and the Minerals Council of Australia. The results of CC&V's
estimation of non-reserve mineralization is shown in the table below:
CC&V Non-reserve Mineral Resources
December 25, 1999
Ore Troy Contained Recoverable
Tons Ounces Ounces Ounces
(000's) Per Ton (Troy) (Troy)
________ _________ ____________ ____________
Measured Resources 87,665 0.020 1,782,000 1,061,000
Indicated Resources 45,360 0.018 794,000 504,000
________ _________ ____________ ____________
Total (Measured
Plus Indicated
Resources) 133,025 0.019 2,576,000 1,565,000
________ _________ ____________ ____________
Inferred Resources
(additional to
the measured
and indicated
resources) 113,348 0.021 2,410,000 1,515,000
________ _________ ____________ ____________
The third party review of this ore reserve is scheduled to be completed
prior to the end of March 1999. No material changes are expected from the
third party review.
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; monitoring rain and snow fall, water
and air emissions.
Reclamation has continued from time to time since 1992. Reclamation is
undertaken to support post mining land use for wild life, including elk.
Work continued in 1999 on the detoxification of the Victor leach pad with a
view to its eventual closure and final reclamation.
Employment
AngloGold provides the work force required by the Joint Venture, which
has no employees. Employment for the Joint Venture decreased to 277 at
December 31, 1999, down from 295 at December 31, 1998. The reduced staff
was primarily as a result of on going cost reduction efforts for the mine.
Governmental Regulation
Like all mining operations in the US, 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 US Environmental
Protection Agency ("EPA"), the US 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 US 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, 2000. Subsequent
payments of the same amount are scheduled to 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 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 $7.4 million for the year ended December
31, 1999.
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 will 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 1999, 1998 and 1997, or net income in 1996. The Company's share of the
1999, 1998 and 1997 Joint Venture net losses were $1.5 million, $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, 1999, the Company's
accumulated unrecorded losses from the Joint Venture were $10,038,258.
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.
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 1998. 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.
OTHER OPPORTUNITIES
During the year 2000 the Company will search for mining opportunities,
focusing its efforts on North America. Management intends to maximize the
value of this effort primarily by concentrating its attention on evaluating
precious metal mining properties which have previously had development work
performed by other reputable mining companies.
Further, the Company has engaged a geologic consulting firm to evaluate
its historic exploration files with a view to identifying any potential
opportunities for follow-up. In the period leading to 1972, the Company
evaluated numerous mining properties and developed extensive exploration
files cataloging its findings.
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 1.2 million troy ounces of
gold production to this total during the period 1985 through 1999. 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 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, drilled the required wells, and completed engineering
hydrology studies establishing the basin's ability to support its total
historically developed water rights.
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 for which the Manager provides legal representation. The Company
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 1999.
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, 1998.
Price Range For: HI LOW
_________________________________ __________ __________
Quarter ended December 31, 1999 7 6
Quarter ended September 30, 1999 7 -1/4 5 -3/4
Quarter ended June 30, 1999 13 6 -7/8
Quarter ended March 31, 1999 12 -1/2 6 -7/8
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
Bid prices are between dealers and do not include mark-ups, mark-downs,
or commissions, nor do they necessarily represent actual transactions.
Holders of the Company's Common Stock
The number of holders of record of the Company's Common Stock as of
March 27, 2000 was 960. The number of beneficial owners for whom shares are
held in "street name" as of March 27, 2000 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
1999 1998 1997 1996 1995
_________ _________ ________ _________ _________
Revenues (1) $ 250,000 $ 250,000 $250,000 $ 250,000 $ 250,000
Other Income 80,000 113,000 124,000 346,000 25,000
Expenses 700,000 772,000 667,000 452,000 273,000
Share of Mining Joint
Venture losses (2) - - - - -
Net Profit (Loss) (370,000) (409,000)(293,000) 144,000 2,000
Net Profit (Loss)
Per Share (.20) (.22) (0.16) 0.08 -(3)
Total Assets 1,699,000 2,042,000 2,427,000 2,743,000 548,000
Long term obligations - - - - -
(1) Revenues are comprised of 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 $7.4 million for the year ended
December 31, 1999. The Company has not recorded its share of the Joint
Venture net loss for the 1999 period ($1,478,000), 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
($10,038,258 as of December 31, 1999) 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 AngloGold Colorado, a wholly-owned subsidiary of AngloGold
North America Inc. which is a wholly owned subsidiary of AngloGold Ltd.
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, AngloGold
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 the years 1999 and 1998, the Company
expended approximately $29,000 and $51,000 on this project, respectively.
Management expects to expend approximately $6,000 during 2000 to support
GCPI operations.
The Company's working capital was $1,342,000 at December 31, 1999
compared
to $1,644,000 at December 31, 1998. Cash used in operations was $358,000 in
1999 compared to cash used in operations of $326,000 during 1998. The
decrease in cash used in operations during 1999 was primarily due to
decreased general and administrative expenses.
Working capital decreased by approximately $302,000 at December 31,
1999
compared to December 31, 1998. The decrease was primarily due to Philippine
exploration activity and operations of the Company's Philippine subsidiary,
Golden Cycle Philippines, Inc. ("GCPI"), the Company's initiative to
investigate the possibilities of conducting business in the Democratic
People's Republic of Korea ("DPRK") (North Korea) and, in part, to severance
payments to the former chief executive officer.
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. Although there can be no
assurance, the Company anticipates the closure of its sale of certain Water
Rights to the City of Cripple Creek during the year 2000 which will provide
additional working capital. The Company anticipates that its Philippine
subsidiary will hold all work on a standby basis until the MPSA is awarded to
the claim owner. If opportunities to economically pursue or expand
Philippine operations, or any other opportunity discussed above (see Item 1,
Other Opportunities) 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 not
presently known when or if a positive cash flow could be developed from the
properties.
Results of Operations
The Company reported a net loss of $370,000 for the year ended December
31, 1999 as compared to net losses of approximately $409,000 and $293,000 for
1998 and 1997, respectively. The decrease in net loss in 1999 compared to
1998 was due primarily to reduced general and administrative expenses.
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 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, 1999, the Company's accumulated unrecorded losses from the
Joint Venture are $10,038,258.
The Joint Venture recorded net loss of $7.4 million for the year ended
December 31, 1999 compared to net losses of $11.8 and $10.8 million and net
income of $1.9 million for the years ended December 31, 1998, 1997 and 1996,
respectively.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this item
are
included herein beginning on page 19.
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 Page
Financial Statements of the Registrant:
Independent Auditors' Report, KPMG LLP 18
Consolidated Balance Sheets, December 31, 1999 and 1998 19
Consolidated Statements of Operations for the Years
Ended December 31, 1999, 1998 and 1997
20
Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 1999, 1998 and 1997 21
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1999, 1998 and 1997 22
Notes to Consolidated Financial Statements
23
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 AngloGold
Colorado 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 30.
* 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 1999.
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/ R. Herbert Hampton
_________________________________
R. Herbert Hampton
President, CEO, Treasurer & Director
(as both a duly authorized
officer
of Registrant and a principal
financial Officer of Registrant)
Date: March 27, 2000
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, 2000
Orville E. Anderson, Director Date
/s/ Melvin L. Cooper
___________________________________ March 27, 2000
Melvin L. Cooper, Director Date
/s/ Rex H. Hampton
___________________________________ March 27, 2000
Rex H. Hampton, Director Date
/s/ Frank M. Orrell
___________________________________ March 27, 2000
Frank M. Orrell, 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, 1999 and 1998 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, 1999.
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, 1999 and 1998, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
KPMG LLP
Denver, Colorado
February 16, 2000
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1999 and 1998
Assets 1999 1998
_______________________________________ _________ _________
Current assets:
Cash and cash equivalents $ 152,581 13,734
Short-term investments (note 2) 1,164,805 1,608,871
Interest receivable and other current assets 38,489 47,566
_________ _________
Total current assets 1,355,875 1,670,171
Note receivable from sale of water rights (note 3) 202,257 213,507
Assets held for sale - water rights (note 3) 132,680 132,680
Property and equipment, at cost
Land 2,025 2,025
Furniture and fixtures 8,500 12,356
Machinery and equipment 30,686 48,898
_________ _________
41,211 63,279
Less accumulated depreciation and depletion (33,144) (38,894)
_________ _________
8,067 24,385
Other assets - 1,025
_________ _________
$ 1,698,879 2,041,768
========= =========
Liabilities and Shareholders' Equity
_______________________________________
Current liabilities -
accounts payable and accrued liabilities $ 14,078 16,026
Shareholders' equity (note 7):
Common stock, no par value. Authorized
3,500,000 shares; issued and outstanding
1,888,450 shares and 1,878,450 shares in
1999 and 1998 7,116,604 7,086,604
Additional paid-in capital 1,927,736 1,927,736
Accumulated deficit (7,331,499) (6,961,424)
Accumulated other comprehensive loss -
foreign currency translation adjustment (28,040) (27,174)
_________ _________
Total shareholders' equity 1,684,801 2,025,742
Commitments (note 8)
_________ _________
$ 1,698,879 2,041,768
========= =========
See accompanying notes to consolidated financial statements.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Consolidated Statements of Operations
Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
Revenue
Distributions from mining joint venture in
excess of carrying value (note 5) $ 250,000 250,000 250,000
Expenses:
General and administrative 697,849 552,900 531,085
Depreciation expense 2,673 2,552 2,033
Exploration expense - 108,522 134,438
Write-down of mineral property
development costs (note 4) - 108,545 -
_________ _________ _________
700,522 772,519 667,556
_________ _________ _________
Operating loss (450,522) (552,519) (417,556)
Other income (expense):
Interest and other income 82,155 113,459 122,784
Gain (loss) on disposal of assets (1,708) (339) 1,450
_________ _________ _________
80,447 113,120 124,234
_________ _________ _________
Net loss $(370,075) (409,399) (293,322)
======== ======== ========
Income (loss) per share $ (0.20) (0.22) (0.16)
=== === ===
Weighted average common shares outstanding 1,879,916 1,871,739 1,870,050
======== ======== ========
See accompanying notes to consolidated financial statements.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Consolidated Statements of Shareholders' Equity
Years Ended December 31, 1999, 1998, and 1997
Additional
Common stock paid-in Accumulated
____________________
Shares Amount capital deficit Total
________ ________ ________ ________ ________
Balance at
December 31, 1996 1,870,050 7,054,562 1,927,736 (6,258,703) 2,724,361
Net loss - - - (293,322) (293,322)
Foreign currency
translation adjustment - - - - (28,667)
________
Comprehensive loss (321,989)
Offering costs - (2,608) - - (2,608)
________ ________ ________ ________ ________
Balance at
December 31, 1997 1,870,050 7,051,954 1,927,736 (6,552,025) 2,399,764
Net loss - - - (409,399) (409,399)
Foreign currency
translation adjustment - - - - 727
________
Comprehensive loss (408,672)
Stock options exercised 8,400 34,650 - - 34,650
________ ________ ________ ________ ________
Balance at
December 31, 1998 1,878,450 7,086,604 1,927,736 (6,961,424) 2,025,742
Net loss - - - (370,075) (370,075)
Foreign currency
translation adjustment - - - - (866)
________
Comprehensive loss (370,941)
Stock options exercised 10,000 30,000 - - 30,000
________ ________ ________ ________ ________
Balance at
December 31, 1999 1,888,450 7,116,604 1,927,736 (7,311,499) 1,684,801
======== ======== ======== ======== ======
See accompanying notes to consolidated financial statements.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
_______ _______ _______
Cash flows from operating activities:
Net income (loss) $(370,075) (409,399) (293,322)
Adjustments to reconcile net income
(loss) to net cash used in
operating activities:
Depreciation expense 2,673 2,552 2,033
Loss (gain) on disposal of
Assets 1,708 339 (1,450)
Write-down of mineral property
development costs - 108,545 -
Decrease (increase)in interest
Receivable and other
current assets 9,910 (16,463) (10,810)
(Decrease) increase in
accounts payable and
accrued liabilities (1,948) (11,326) 8,642
_______ _______ _______
Net cash used in operating
activities (357,732) (325,752) (294,907)
_______ _______ _______
Cash flows from investing activities:
Decrease in short-term
investments, net 444,066 328,865 368,130
Mineral property development costs - (45,806) (75,421)
Decrease (increase) in other assets 1,025 4,369 (5,394)
Proceeds from sale of assets 14,701 1,184 1,450
Collection of note receivable 10,417 9,645 8,931
Purchases of property and equipment, net (2,764) (4,674) (14,256)
_______ _______ _______
Net cash provided by
investing activities 467,445 293,583 283,440
_______ _______ _______
Cash flows provided by (used in) financing
activities -
proceeds from issuance of common
stock, net of offering costs 30,000 34,650 (2,608)
_______ _______ _______
Effect of exchange rate changes on cash (866) 158 (11,098)
_______ _______ _______
Net increase (decrease) in
cash and cash equivalents 138,847 2,639 (25,173)
Cash and cash equivalents, beginning of year 13,734 11,095 36,268
_______ _______ _______
Cash and cash equivalents, end of year $ 152,581 13,734 11,095
====== ====== ======
See accompanying notes to consolidated financial statements.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
(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
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make 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. Actual results could differ from those
estimates. 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 in 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.
Mineral Exploration and Development Costs
Mineral exploration costs are expensed as incurred. Mineral property
development costs are depleted based upon estimated proven and probable
recoverable reserves.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
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 GCPI 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. Gains and losses on foreign currency transactions are included
in the statement of operations.
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
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.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
(2) Short-Term Investments
The amortized cost of U.S. Treasury Bills, which approximates fair value, at
December 31, 1999 and 1998 was $196,266 and $533,186, respectively. All U.S.
Treasury Bills held at December 31, 1999 mature within one year. The Company
held certificates of deposit of $968,539 and $794,778 at December 31, 1999 and
1998, respectively. All certificates of deposit held at December 31, 1999
mature within one year.
(3) Notes Receivable and Assets Held for Sale
The Company owns certain water rights in Fremont County, Colorado, which are
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
On January 29, 1999, the Board of Directors of the Company decided to suspend
the operations of Golden Cycle Philippines, Inc. and, as a result, the Company
wrote off its development costs in 1998. Golden Cycle Philippines, Inc. will
remain dormant until the Mineral Production Sharing Agreement (MPSA) is
approved by the Bureau of Mines and Geosciences and the Department of
Environment and Natural Resources. The ultimate outcome of the MPSA award is
not known and is difficult to predict.
(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, 1999, Initial Loans were approximately $168 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 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.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
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 1999 Joint Venture losses which have not been recorded
in its consolidated financial statements is $1,478,000. The Company's share
of the 1998 and 1997 Joint Venture losses, which have not been recorded in its
consolidated financial statements, is $2,364,000 and $2,169,000, respectively.
As of December 31, 1999, the Company's accumulated unrecorded losses from the
Joint Venture are $10,038,258.
The condensed balance sheets of the Joint Venture as of December 31, 1999 and
1998 are summarized as follows:
1999 1998
_______ _______
(in thousands)
Assets
_________________________________
Inventory $ 29,789 26,026
Other current assets 3,079 4,941
_______ _______
Total current assets 32,868 30,967
Fixed assets and mine development costs 141,759 135,113
_______ _______
Total assets $ 174,627 166,080
======= =======
Liabilities and Venturers' Equity
_________________________________
Current liabilities $ 13,088 9,224
Payable to PPMC 168,087 155,431
Capital lease obligations 2,181 3,986
Accrued reclamation costs 11,838 10,366
_______ _______
Total liabilities 195,194 179,007
Venturers' equity (20,567) (12,927)
_______ _______
Total liabilities and venturers'
equity $ 174,627 166,080
======= =======
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
The condensed statements of operations of the Joint Venture for each of the
years in the three-year period ended December 31, 1999 are summarized as
follows:
1999 1998 1997
_______ _______ _______
(in thousands)
Revenue $ 63,704 67,507 75,697
Operating expenses (57,666) (63,840) (70,754)
Interest expense (15,605) (15,263) (15,638)
Other income (expense) 2,177 (222) (149)
_______ _______ _______
Net loss $ (7,390) (11,818) (10,844)
======= ======= =======
(6) Income Taxes
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 1999 and 1998 are
presented below:
1999 1998
________ ________
Deferred tax assets:
Net operating loss carryforwards $ 602,000 417,000
Provisions for asset impairments, related
to assets held for sale 140,000 140,000
________ ________
742,000 557,000
Valuation allowance (742,000) (557,000)
________ ________
Net deferred tax asset $ - -
======= =======
At December 31, 1999, the Company has net operating loss carryforwards for
income tax purposes of approximately $1,605,000 which expire beginning in
2010 through 2019.
The Company has not recorded an income tax benefit in 1999 or 1998 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.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
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. During 1997, shareholders approved the 1997 Officers' and
Directors' Stock Option Plan pursuant to which 200,000 shares of the
Corporation's Common Stock were reserved for issuance pursuant to options to
be granted. The 1992 and 1997 Plans provide 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, 1999 are as follows:
Weighted
Option price average exercise
Shares per share price
_______ ___________ _________
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 8.72
Granted 45,000 7.50 7.50
Exercised (10,000) 3.00 3.00
Expired (15,000) 3.00 - 10.75 8.17
Outstanding and exercisable at
December 31, 1999 200,000 6.625 - 11.00 8.78
The weighted average remaining term of options outstanding was 6.9 and 5.9
years at December 31, 1999 and 1998, respectively.
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDARY
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
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 loss and loss per share would have been reduced to pro forma
amounts indicated below:
1999 1998 1997
_______ _______ _______
Net Income (loss):
As reported $ (370,075) (409,399) (293,322)
Pro forma (706,117) (639,913) (605,759)
Basic and diluted income (loss) per share:
As reported (.20) (0.22) (0.16)
Pro forma (.38) (0.34) (0.32)
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 Expected Fair
Dividend Expected interest life value
rate of
yield volatility range (in years) option
________ ________ ________ ________ ________
Options granted in 1997 0 160% 6.62% 10 $ 8.93
Options granted in 1998 0 160% 5.59 10 7.68
Options granted in 1998 0 175% 5.82 10 7.47
The Black-Scholes option-pricing model provides a mathematical calculation of
fair value using the variables above which the Company does not believe
represents the fair value in an exchange transaction between unrelated parties.
(8) Commitments
The Company has a three-year employment contract with its president that pays
an annual salary of $75,000 and expires on June 1, 2002. The Company also
has a noncancellable lease agreement for office space which requires annual
lease payments of $10,200 and expires in July 2001.
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 February 16,
2000, relating to the consolidated balance sheets of Golden Cycle Gold
Corporation and subsidiary as of December 31, 1999 and 1998, 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, 1999, which
report appears in the December 31, 1999 annual report on Form 10-K of Golden
Cycle Gold Corporation.
KPMG LLP
Denver, Colorado
March 28, 2000