UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________________ Commission file number 0-11226 GOLDEN CYCLE GOLD CORPORATION (Exact name of registrant as specified in its charter) COLORADO 84-0630963 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2340 Robinson Street, Suite 209, Colorado Springs, Colorado 80904 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (719) 471-9013 _____________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) 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 the filing requirements for the past 90 days. YES XX NO Number of Shares outstanding at May 11, 1998: 1,870,050 PART I. - FINANCIAL INFORMATION GOLDEN CYCLE GOLD CORPORATION BALANCE SHEETS March 31, December 31, 1998 1997 (Unaudited) _________ _________ Assets _________________________________________ Current assets: Cash and cash equivalents $ 103,462 $ 11,095 Short-term investments 1,922,838 1,937,736 Interest receivable and other current assets 23,198 20,686 _________ _________ Total current assets 2,049,498 1,969,517 Note receivable 233,569 233,569 Assets held for sale (net) 132,680 132,680 Property and equipment, at cost: Land 2,364 2,364 Mineral property development costs 77,345 57,582 Furniture and fixtures 9,524 8,303 Machinery and equipment 49,689 49,492 _________ _________ 138,922 117,741 Less accumulated depreciation (33,495) (31,785) _________ _________ 105,427 85,956 Other assets 3,535 5,394 Investment in mining joint venture (Note 2) - - _________ _________ Total assets $ 2,524,709 $ 2,427,116 Liabilities and Shareholders' Equity _________________________________________ Accounts payable and accrued liabilities $ 8,885 $ 27,352 Shareholders' equity: Common Stock - no par value. Authorized 3,500,000 shares; issued and outstanding 1,870,050 shares 7,051,954 7,051,954 Additional paid-in capital 1,927,736 1,927,736 Accumulated deficit (6,435,965) (6,552,025) Accumulated comprehensive loss (27,901) (27,901) _________ _________ Total shareholders' equity 2,515,824 2,399,764 _________ _________ $ 2,524,709 $ 2,427,116 <FN> See Accompanying Notes to Financial Statements GOLDEN CYCLE GOLD CORPORATION STATEMENTS OF OPERATION AND ACCUMULATED DEFICIT FOR THE THREE MONTHS ENDED March 31, 1998 and 1997 (Unaudited) Three Months Ended March 31, ____________________ 1998 1997 _________ _________ Revenue: Distribution from mining joint venture in excess of carrying value $ 250,000 $ 250,000 _________ _________ Total operating revenue 250,000 250,000 Expenses: General and administrative (160,333) (172,803) _________ _________ Operating income 89,667 77,197 Other income: Interest and other income 26,393 28,536 _________ _________ Net income $ 116,060 $ 105,733 _________ _________ Income (loss) per share $ 0.06 $ 0.06 Weighted average common shares outstanding 1,870,050 1,870,050 ACCUMULATED DEFICIT: Beginning of period $(6,552,025) $(6,258,703) _________ _________ End of Period (6,435,965) (6,152,970) <FN> See Accompanying Notes to Financial Statements GOLDEN CYCLE GOLD CORPORATION STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED March 31, 1998 and 1997 (Unaudited) 1998 1997 __________ __________ Cash flows from operating activities: Net Income $ 116,060 $ 105,733 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 1,710 2,344 Increase in interest receivable and other current assets (2,512) (10,367) Decrease in accounts payable and accrued liabilities (18,467) (3,537) __________ __________ Net cash provided by operating activities 96,791 94,174 __________ __________ Cash flows provided (used) by investing activities: Decrease (increase) in short-term investments, net 14,898 (74,207) Exploration & development costs (19,763) - Decrease in other assets 1,859 - Purchases of property and equipment, net (1,418) (40,705) __________ __________ Net cash used by investing activities (4,424) (114,912) __________ __________ Net increase (decrease) in cash and cash equivalents 92,367 (20,738) Cash and cash equivalents, beginning of three months 11,095 36,268 __________ __________ Cash and cash equivalents, end of three months $ 103,462 $ 15,530 <FN> See Accompanying Notes to Financial Statements GOLDEN CYCLE GOLD CORPORATION NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements (other than the Balance Sheet at December 31, 1997) are unaudited but, in the opinion of management, include all adjustments, consisting solely of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the financial statements and notes thereto which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation. In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, (Statement No. 130), effective for years beginning after December 15, 1997. Statement No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. The Company adopted Statement No. 130 effective January 1, 1998 and there was no significant impact on the Company's financial statements. (2) INVESTMENT IN JOINT VENTURE The Company accounts for its investment in the Cripple Creek & Victor Gold Mining Company (the "Joint Venture") on the equity method. During 1992, the Company's investment balance in the Joint Venture was reduced to zero. Joint Venture distributions in excess of the investment carrying value are recorded as income, as the Company is not required to finance the Joint Venture's operating losses or capital expenditures. Correspondingly, 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 of March 31, 1998, the Company's share of accumulated unrecorded losses from the Joint Venture was $6,919,258. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Company's principal mining investment and source of cash flows has been 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 Mining Company ("Pikes Peak"), a wholly-owned subsidiary of Independence Mining Company. 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. The Initial Phase will terminate after Initial Loans, as defined, have been repaid and Net Proceeds (defined generally as gross revenues less operating costs including Pikes Peak's administrative fees) of $58 million have been distributed to the venture participants in the proportion of 80% to Pikes Peak and 20% to the Company. Initial Loans generally constitute funds loaned to the Joint Venture, and interest thereon, to finance operations and mine development by either Pikes Peak or third-party financial institutions and are repayable prior to distributions to the venture participants. The Manager reported that Initial Loans, payable to Pikes Peak, of approximately $148.2 million were outstanding at March 31, 1998. Under the Agreement as amended in 1991, the Joint Venture has not earned or distributed any Net Proceeds. 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, and the venture participants will be responsible for their proportionate share of the Joint Venture costs. During the Initial Phase, the Company is entitled to receive a Minimum Annual Distribution of $250,000. Minimum Annual Distributions received after 1993 constitute an advance of Net Proceeds. Accordingly, such Net Proceeds advances will be recouped from future Net Proceeds distributions allocable to the Company. Based on the amount of Initial Loans payable to the Manager and the recurring operating losses incurred by the Joint Venture, management of the Company believes that, absent a significant and sustained increase in the prevailing market prices for gold, it is unlikely that the Company will receive more than the Minimum Annual Distribution from the Joint Venture in the foreseeable future. Cash provided by operations was approximately $97,000 and $94,000 in the 1998 and 1997 periods respectively. Prior to 1993, the $250,000 Minimum Annual Distribution was classified as an investing cash flow; beginning in 1993, the Minimum Annual Distribution was reflected as an operating cash flow by reason of the fact that the Joint Venture investment balance was reduced to zero during 1992, as discussed below under "Results of Operations". The Minimum Annual Distribution was received from the Joint Venture January 15, 1998. No further distributions are expected from the Joint Venture during the remainder of 1998. Cash provided by operations during the 1998 period increased from the 1997 period by approximately $3,000 primarily due to reduced general and administrative expenses. The Company's working capital was approximately $2,041,000 at March 31, 1998 compared to $2,401,000 at March 31, 1997. Working capital decreased by approximately $360,000 at March 31, 1998 compared to March 31, 1997. The decrease was primarily due to commencement of exploration activity, the establishment of office facilities and staffing in the Philippines by the Company's Philippine subsidiary, Golden Cycle Philippines, Inc. ("GCPI"). 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. Amendment 2 to the BGA is an exploration buy-in under which the Company will earn a 50% interest in the claims for the expenditure of Philippines peso 10 million. Consequently all exploration expenditures under Amendment 2 to the BGA are capitalized. During the first three months of 1998, GCPI expended approximately $44,000 in continuing its search for additional promising mineral properties, and approximately $20,000 continuing its initial exploration of SAR 1-5 claims under Amendment 2 to the BGA. The Company anticipates that GCPI will continue exploration and development activities in the Philippines in 1998. During 1998, the Company has budgeted approximately $175,000 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, the Company will seek outside financing which may dilute its interest in GCPI. There is no assurance that the Company will be able to obtain such additional capital, if required. 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 had net income, for the three months ended March 31, of approximately $116,000 in 1998, compared to net income of approximately $106,000 in the 1997 period. The increase in net income for the first three months of 1998 compared with the corresponding period in 1997 was due to decreased general and administrative expenses during the 1998 period. The Company accounts for its investment in the Joint Venture on the equity method. During 1992, the Company's investment balance in the Joint Venture was reduced to zero. Joint Venture distributions in excess of the investment carrying value are recorded as income, as the Company is not required to finance the Joint Venture's operating losses or capital expenditures. Correspondingly, 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 of March 31, 1998, the Company's share of accumulated unrecorded losses from the Joint Venture was $6,919,258. The Joint Venture incurred a net loss of $3.7 million for the three months ended March 31, 1998. The Joint Venture incurred net loss of $10.8 million for the year ended December 31, 1997. The Joint Venture recorded net income of $1.9 million for the year ended December 31, 1996 and net loss of $3.7 million in 1995. PART II - OTHER INFORMATION Item 1 through 4 are not being reported due to a lack of circumstances that require a response. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. None. SIGNATURES Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE GOLDEN CYCLE GOLD CORPORATION (Registrant) /s/ Birl W. Worley Jr. Birl W. Worley Jr. President & C.E.O. /s/ R. Herbert Hampton R. Herbert Hampton, Vice President, Finance May 11, 1998