UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
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Commission file number 0-11226
GOLDEN CYCLE GOLD CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Colorado 84-0630963
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
Suite 201, 1515 South Tejon,
Colorado Springs, CO 80906
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (719) 471-9013
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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
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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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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. [X]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X
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State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $18,077,891.
The number of shares of the Registrant's Common Stock,
outstanding as of March 21, 2003 was 1,908,450.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Definitive Proxy Statement for the 2003 Annual
Meeting of Shareholders (the "2003 Proxy Statement") are incorporated by
reference into Part III of this Annual Report on Form 10-K.
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 (the "Company") 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.
During January 2002, the Company incorporated Golden Cycle Gold
Exploration, Inc. ("GCGX"), a wholly-owned subsidiary, under the laws of the
State of Nevada, for the purpose of conducting exploration activities for the
Company. As of the date of this Annual Report on Form 10-K, the Company has not
funded GCGX and GCGX has not conducted exploration activities or commenced
operation.
As of December 31, 2002, the Company had 2 employees.
PAGE 2
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 reduce future distributions,
if any, 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,
2002, the Joint Venture had $347 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 $14.3 million for the year
ended December 31, 2002 compared to net losses of $17.0 million and $13.1
million for the years ended December 31, 2001 and December 31, 2000
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 volatile and subject to speculative movement, a variety
of factors beyond the Joint Venture's control, and extent of mineralization in
the area controlled by the Joint Venture and the efficiency of its mining
operations. Further, there can be no assurance that 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.
PAGE 3
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. The development of the East and North
Cresson mines began during the second quarter of 1999 and is continuing. Most of
the ore mined during 2002 was from the East Cresson mine, Altman area. Mining
will not begin in the East Cresson mine, Wildhorse area, until late 2003 or
2004. The Manager recently notified the Company that the Joint Venture is
adjusting its 2003 gold production budget downward from 414,400 troy ounces to
344,000 troy ounces. The reduction in the Joint Venture's gold production budget
is a result of the continuation of the problems discussed in "2002 Operational
Highlights, Production" below during the first quarter 2003, and continued
difficulties encountered with bringing the new crushing plant to design
capacity. The Manager noted that this budget change for 2003 adjusts the timing
of gold production, and will not affect the life-of-mine projected total gold
production.
2002 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
2002 Joint Venture gold production, 224,988 troy ounces, was
approximately 72% of budget. The Cresson Mine continued to experience
difficulties during 2002 with gold recovery from its leach pad. Further,
recoverable ounces of gold mined (92.4% of plan), crushed ore production (78% of
plan) and recoverable ounce of gold placed on the leach pad facility (53,153
troy ounces less than plan) all contributed to the problem.
Leach pad recoveries improved during 2002. During 2001 the Manager
engaged various consultants to study leach pad gold recovery and recommend
improvements to enhance solution flows throughout the leach pad, and
subsequently, gold recoveries. The Manager has implemented improved methods of
applying solution to the leach pad to increase timely gold recoveries. However,
the overall budget shortfall in gold production was caused primarily by the less
than budgeted recoverable ounce placement combined with reduced gold productions
from ores at depth, which was exacerbated by the ramifications of low solution
pH within the leach pad and below plan solution flows caused by limited make-up
water additions arising from drought conditions and construction water
requirements.
Approximately 14.5 million tons of ore (79% of budget) at an average
grade of 0.038 troy ounces per ton (budget grade 0.033 per ton) and 33.6 million
tons of over burden (109% of budget) were mined during 2002. The overall mining
stripping ratio was 2.3 compared to a budgeted stripping ratio of 1.96. The
departure from the mining plan was intentional. The implementation of the mine
expansion program required a change in the current year mine plan to adjust
mining operations to the new life of mine mining plan, including an additional
lay back of the main Cresson high wall to permit additional depth in the mine.
Total crusher production for the year, approximately 13.2 million tons, was 78%
of budget. The new crushing facility experienced typical start up problems, the
most significant of which was rock bridging over the gyratory crusher. A
redesigned, sloped, spider arm guard was installed in December and initial
results indicate reduced rock bridging has occurred.
PAGE 4
Revenue and Costs
In 2002, the Joint Venture sold approximately 224,988 troy ounces of
gold and 108,000 troy ounces of silver producing total metal sale revenues of
$70.5 million. The Joint Venture cash production costs were unchanged from last
year's costs of approximately $186.6 per troy ounce. The Joint Venture had total
operating costs of $63.1 million, including depreciation, depletion, and
amortization (DD&A) of $20.2 million, and expensed exploration of approximately
$1.0 million for the year, compared to $56.2 million, $15.8 million and $0.4
million comparatively for the year ended 2001. Interest expense on the
pre-production debt was approximately $20.9 million ($18.4 million in the year
2001), resulting in a loss of $14.3 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.
Mine expansion
In October 2002, the Joint Venture completed its Cresson Mine
expansion project. The Manager expects the expansion of the mine and facilities
to increase overall gold production from approximately 250,000 troy ounces of
gold per year to approximately 400,000 troy ounces per year. The expansion
program included replacing 85 ton and 150 ton trucks with 315 ton trucks and
upgraded associated support equipment (including loaders) and facilities to
support the new trucks. The program also included construction of a new crushing
facility and expansion of the processing facility from three processing lines to
four. The expansion program is expected to lower cash operating costs
significantly. The 2002 overall mining cost of $0.54 per ton is one of the
lowest mining costs in the industry, and is the result of the improved economies
of scale of the expansion program. The Manager projects life of mine gold
production costs of approximately $175 per troy ounce.
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. Recent Joint Venture exploration has been highly successful.
The decrease in current reserves is primarily due to depletion. However,
approximately 175,000 ounces were deleted from reserves (upper Squaw Gulch) to
enable the Joint Venture to use the ground in which it was contained for
overburden storage to facilitate the mine expansion.
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 2002 depletion. The ore
reserves and mineral resources shown for 2002 were modeled using a $325 gold
price and a 0.008 ounce per ton (opt) recoverable cutoff grade. Main Cresson,
East Cresson and Upper Cresson ore reserves and mineral resources were remodeled
this year. A total of 167,494 feet of additional drilling was added (192 drill
holes), and all geotechnical data remains as reported at year end 2001.
Resources remain restricted to a $400 Lerchs-Grossmann shell envelope around the
reserve pits. The geostatistical modeling procedures
PAGE 5
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.) over previous years, and conform to industry
standards. The ore reserves are shown on the table below.
Unaudited CC&V Ore Reserve Estimate as of December 25, 2002*
Cripple Creek / Victor District
<Table>
<Caption>
Ore Gold Contained Estimated
Tons Ounces Gold Recoverable
(000'S) Per Ton Ounces Ounces **
------------- ------------- ------------- -------------
Proven 63,277 0.037 2,321,487 1,523,849
Probable 75,289 0.026 1,980,872 1,207,792
------------- ------------- ------------- -------------
Total Reserves, 2002 138,566 0.031 4,302,359 2,731,641
============= ============= ============= =============
Change from 2001 (18,249) (708,574) (375,407)
============= ============= =============
</Table>
Notes: The tonnage is shown in short tons.
* These gold reserve figures were estimated based on a $325 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.
** 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 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 Industry 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.
PAGE 6
In addition to the estimation of ore reserves, CC&V models other
mineralized material which is additional to its ore reserves. During 1999 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, 2002
<Table>
<Caption>
Ore Gold Contained Estimated
Tons Ounces Gold Recoverable
(000'S) per ton Ounces Ounces
------------- ------------- ------------- -------------
Measured Resources 29,753 0.026 787,936 495,238
Indicated Resources 38,897 0.023 884,359 533,679
------------- ------------- -------------
Total Measured
& Indicated Resources 68,650 0.024 1,672,295 1,028,917
------------- ------------- -------------
Inferred Resources 73,531 0.029 2,128,160 1,391,101
------------- ------------- -------------
Total Resources, 2002 142,181 0.027 3,800,455 2,420,018
============= ============= =============
2001 107,790 0.027 2,954,861 1,820,000
------------- ------------- -------------
Increase from 2001 34,391 845,594 600,018
============= ============= =============
</Table>
The increase in total mineral resource tons over the mineral
resources of 2001 indicates the success of the Joint Venture's 2002 exploration
program. While this new mineralization offers encouraging long-term prospects,
there is no guarantee that the results achieved during 2002 will continue into
the future, or that the mineral resource ounces of gold shown above will be
converted to reserve ounces. Conversion to reserve ounces will depend on future
exploration and other factors beyond the control of the Joint Venture, including
the market price of gold.
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 since 1992. Reclamation
is undertaken to support post mining land use for wild life, including elk. Work
continued in 2002 on the detoxification of the Victor leach pad with a view to
its eventual closure and final reclamation.
PAGE 7
Employment
AngloGold provides the work force required by the Joint Venture,
which has no employees. Employment related to the Joint Venture increased to 295
at December 31, 2002, up from 282 at December 31, 2001. The increased staff was
primarily as a result of the implementation of the plan to expand mine
production.
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, 2003. 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
PAGE 8
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 $14.3 million for the year ended December 31, 2002.
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, if
at all, the Company will not record its share of equity income until the
cumulative amount of previously unrecorded Joint Venture losses has been
recouped. There can be no assurance that the Joint Venture's future operations
will be profitable.
As a result of the reduction of the Joint Venture investment carrying
value to zero during 1992, the Company has not recorded its share of the Joint
Venture net loss for the 2002 period ($2,863,600), 2001 period ($3,394,200),
2000 period ($2,629,000), 1999 period ($1,478,000), 1998 period ($2,363,600),
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). 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 ($18,924,658 as of December 31, 2002) are
recovered.
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.
PAGE 9
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. The Company expects
to expend approximately $6,000 during 2003 to maintain GCPI on a standby status.
OTHER OPPORTUNITIES
During 2001 the Company acquired two promising claim groups in
Nevada, the Table Top and the Illipah gold prospects, and initiated a selective
property search in Colorado. During first quarter 2002 the Company incorporated
a wholly owned subsidiary, Golden Cycle Gold Exploration, Inc., to independently
direct its exploration efforts. As of the date of this report, the Company has
not yet funded the exploration company.
TABLE TOP
The Table Top claim group lies within the Basin and Range province of
north-central Nevada, which over the past forty years has become one of the
world's premier gold producing regions. The Table Top property can be
interpreted to lie within the "Midas" gold bearing zone striking northeast
across Nevada, and also as a part of a north-south trend containing the Sleeper
Mine, Sandman, Florida Canyon, Rochester and Relief Canyon. The property is
located ten miles west of Winnemucca, Nevada.
The Table Top claims cover a brecciated and silicified sediment that
is poorly exposed and has only been unsystematically explored and partially
drill tested in the past. The key gold mineralized feature on the property is a
hydrothermal breccia, which contains anomalous gold, arsenic, antimony and
mercury. Goldfields Mining Corporation first staked the Table Top property in
1986 while conducting surface exploration for an open pit type operation. A
limited rock chip sampling and reverse circulation drilling program indicated
the presence of a gold mineralized system.
The Company's intended exploration target will be the discovery of a
high grade mineralized gold vein system at depth, to be developed by a phased
exploration program. The Company intends to obtain all possible exploration
results from the exploration programs of other companies ongoing around the
property and integrate those results with its database during 2003.
ILLIPAH
The Illipah claim group is part of the Alligator Ridge - Bald
Mountain trend and lies along the southern projection of the main Carlin trend.
Past production and reserves for the Alligator Ridge - Bald Mountain trend are
about 4 million troy ounces of gold. A small near surface deposit at Illipah
(1.9 million tons at 0.048 oz/ton Au) produced about 37,000 ounces of gold in a
surface mine / heap leach operation during the late 1980's.
PAGE 10
The Illipah target is formed at the contact of the Chainman shale and
the underlying Joana limestone. The main structural feature is a north-south
tending anticline that is overturned to the east. The anticline forms a
prominent ridge bounded by faults parallel to the axis of the anticline, which
exhibit both strike and dip slip movement. This folding and subsequent faulting
has created a series of en-echelon shears which create excellent plumbing and
ground preparation. Strong jasperoid along the structures and in the crest of
the anticline can be traced for a strike length of more than six miles.
Previous exploration on this property focused on developing near
surface, bulk minable gold ore reserves. Golden Cycle Gold's intended
exploration target will be the discovery of a high grade mineralized gold vein
system at depth, to be developed by a phased exploration program. During 2002
the Company assembled, organized and packaged all available exploration
information on Illipah and developed a marketing package for the property which
clearly portrays the Company's geologic concept of mineralization on the
property. The Company intends to initiate efforts to interest a large gold
mining company in the property and its complete exploration and development
during 2003.
COLORADO
A highly selective exploration effort is underway in the Company's
home state of Colorado, which the Company believes is currently being overlooked
by both junior and major mining companies. The Company will continue to
emphasize exploration in western Colorado during 2003.
CHINA
During 2002 China opened its gold markets and further changed its
mineral property ownership restrictions to permit foreign companies to own
majority interests in precious metal mineral properties / prospects. The changes
in Chinese laws have not gone unnoticed by the Company and its competitors.
Several gold mining companies have obtained mining prospects and properties
within China, and have been favorably recognized in the marketplace for doing
so. The Company has initiated efforts to locate and acquire mining and / or
exploration rights in China. At this early stage of entry into the market,
opportunities appear to exist for the Company in China. The Company intends to
continue its efforts to acquire mining interests in China in the year 2003, with
the goal of succeeding by the year's end, but can not assure a successful
outcome for this effort and expense.
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, and continues to do so as
opportunity arises to complete the consolidation of the district.
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
PAGE 11
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 1.875 million troy ounces of gold production to this
total during the period 1985 through 2001. 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. Further information concerning
the Joint Venture mining properties, including information concerning unaudited
estimates of ore reserves and mineralization, production, and the conduct of
mining operations on these properties, is described in Item I, above.
Oil and Gas Mineral Rights
The oil and gas properties of the Company are comprised of
approximately 7,300 acres of mineral rights in the Penrose Area of Fremont
County, Colorado. There is no evidence of successful oil and gas development
nearby, with the exception of the Florence, Colorado area. Florence was the site
of the first producing wells in Colorado in the 1860's and the area is still
producing on a limited scale today. Several years ago, interest was shown in
leasing very large acreages of state land about 50 to 70 miles east of the
Company's land. No development of that area is visible at this time, nor is it
expected in the foreseeable future. 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.
PAGE 12
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. During November 2001 the Company
received the final payment from the City of Cripple Creek ($218,435) under this
first sale. 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. The cities of Victor and Colorado Springs and the Mountain Mutual
Water Company have, as of March 2002, agreed to remove their objections based on
separate stipulation agreements with the City of Cripple Creek.
During 2002 the City of Cripple Creek negotiated a separate
stipulation agreement with the Beaver Park Water Inc. after the Colorado State
water engineer interjected Beaver Park Water Inc. as an objector to the case
(even though Beaver Park Water, Inc. had two legal opportunities to object and
did not do so) as a condition of withdrawing the State's objection to the
transfer. The City of Cripple Creek is working to meet the final conditions of
the state water engineer while maintaining the conditions for each of its
stipulations with various objectors to the contract. Mr. James Felt, attorney
for the City of Cripple Creek is confident that he can arrive at a mutually
acceptable settlement. It is likely that the above settlement will require the
Company to forego a portion of its Water Right. Though no final contract amount
can be established for certain and the timing of any payment under the final
contract is yet to be determined, Management believes the final revenue to the
Company under this contract will be in the range of $600,000 to $680,000.
ITEM 3. LEGAL PROCEEDINGS
As previously reported, the Sierra Club and Mineral Policy Center
filed two complaints in U.S. District Court for the District of Colorado against
Cripple Creek & Victor Gold Mining Company (CC&V) and its joint venture
partners, including the Company, alleging in each case certain violations of the
U.S. Clean Water Act (CWA) in connection with the Cresson Project. The first
complaint was served on the Company on or about March 13, 2001. Sierra Club and
Mineral Policy Center amended this first complaint by adding two additional
counts on or about May 6, 2002. The second complaint was served on the Company
on or about November 30, 2001. CC&V and the named defendants, including the
Company, believe that activities of the project are in full compliance with the
CWA and are vigorously defending against both of these lawsuits.
In separate but related proceedings, CC&V and its joint venture
partners, including the Company, entered into two administrative settlements on
or about September 11, 2002; one administrative settlement with the U.S.
Environmental Protection Agency (EPA), and a second administrative settlement
with the Colorado Water Quality Control Division (WQCD). Notwithstanding various
available defenses, CC&V and its joint venture partners, including the Company,
determined that it was more prudent to resolve the allegations made by these two
agencies by entering into these two administrative settlements than to pursue
costly, divisive, and time-consuming litigation. The two administrative
settlements relate to a
PAGE 13
majority of the allegations made by Sierra Club and Mineral Policy Center in the
two lawsuits. CC&V and its joint venture partners, including the Company, have
provided the two administrative settlements to the District Court, and are
diligently pursuing dismissal of the first complaint, as amended, on the ground
that all issues alleged therein have been resolved by the two administrative
settlements, and on the ground that the court therefore no longer has
jurisdiction over the matter. The Company expended approximately $12,000 during
the year 2002 defending against these actions.
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 2002.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER 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 Company's Common
Stock has been trading increasingly on the Over the Counter (OTC or pink sheets)
market since March 2002, and trades under the symbol GCGC on the OTC. The
following table shows the high and low bid price per share on the Pacific
Exchange for each calendar quarter since January 1, 2001.
<Table>
<Caption>
Price Range For: HIGH LOW
- -------------------------------- -------- --------
Quarter ended December 31, 2002 $ 15.00 $ 13.50
Quarter ended September 30, 2002 15.00 12.30
Quarter ended June 30, 2002 13.00 8.50
Quarter ended March 31, 2002 10.00 5.15
Quarter ended December 31, 2001 5.70 5.05
Quarter ended September 30, 2001 6.35 5.30
Quarter ended June 30, 2001 5.75 4.75
Quarter ended March 31, 2001 5.50 4.75
</Table>
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 24, 2003 was 875. The number of beneficial owners for whom shares are held
in "street name" as of March 24, 2003 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.
PAGE 14
ITEM 6. SELECTED FINANCIAL DATA
<Table>
<Caption>
2002 2001 2000 1999 1998
------------- ------------- ------------- ------------- -------------
Revenues(1) $ 250,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000
Other Income 30,000 86,000 105,000 81,000 113,000
Expenses 503,000 430,000 321,000 701,000 772,000
Share of Mining Joint
Venture Losses(2) -- -- -- -- --
Net Income (Loss) (223,000) (94,000) 34,000 (370,000) (409,000)
Net Income (Loss)
Per Share (0.12) (0.05) 0.02 (0.20) (0.22)
Total Assets 1,417,000 1,649,000 1,727,000 1,699,000 2,042,000
Long term obligations -- -- -- -- --
</Table>
(1) Revenues are comprised of the Minimum Annual Distribution. See Management's
Discussion and Analysis below, and Notes to the consolidated financial
statements for a description of the accounting for the Minimum Annual
Distribution.
(2) The Joint Venture recorded net loss of $14.3 million for the year ended
December 31, 2002. The Company has not recorded its share of the Joint Venture
net loss for the 2002 period ($2,863,600), 2001 period ($3,394,200), 2000 period
($2,629,000), 1999 period ($1,478,000), or 1998 period ($2,363,600) 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
($18,924,658 as of December 31, 2002) are recovered. See Management's Discussion
and Analysis below, and Notes to the consolidated financial statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital Resources
Currently, 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.
PAGE 15
The Company's working capital was $1,233,000 at December 31, 2002
compared to $1,464,000 at December 31, 2001. Working capital decreased by
approximately $231,000 December 31, 2001. The decrease was due to decrease in
investments and decrease in interest and other receivables.
Cash used in operating activities was $216,000 in 2002 compared to
$43,000 during 2001. The increase in cash used in operations during 2002 was
primarily due to increased exploration expenses and reduced cash available from
investment interest.
Management believes that the Company's working capital, augmented by
the Minimum Annual Distribution, is adequate to support operations at the
current level for the coming year, 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 2003 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,
Nevada, Colorado 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 derived from the
properties.
Results of Operations
The Company reported a net loss of $223,000 for the year ended
December 31, 2002 as compared to net loss of approximately $94,000 for the year
ended December 31, 2001, and net income of approximately $34,000 for 2000. The
increased net loss in 2002 compared to 2001 was primarily due to increased
exploration expenses related to the Company's search for, and acquisition of
exploration properties, and decreased interest revenue during 2002 due to
historic lows in prevailing interest rates during year.
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, if any. As of
December 31, 2002, the Company's accumulated unrecorded losses from the Joint
Venture are $18,924,658. There can be 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
achieve profitability is dependent upon a number of factors, including without
limitation, the market price of gold, which is volatile and subject to
speculative movement, a variety of factors beyond the Joint Venture's control,
and extent of mineralization in the area controlled by the Joint Venture and the
efficiency of its mining operations.
PAGE 16
The Joint Venture recorded a net loss of $14.3 million for the year
ended December 31, 2002 compared to net losses of $17.0, $13.1, and $7.4 for the
years ended December 31, 2001, 2000, and 1999, respectively. (See Distribution
of Proceeds and Other Financial Aspects, pages 8 and 9.)
Effective Recently Issued Accounting Pronouncements
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement provides guidance on the classification of gains
and losses from the extinguishment of debt and on the accounting for certain
specified lease transactions. SFAS No. 145 is not expected to have a material
impact on the Company.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," (effective January 1, 2003) which
replaces Emerging Issues Task Force (EITF) Issue No. 94-3 "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred and states that an entity's commitment
to an exit plan, by itself, does not create a present obligation that meets the
definition of a liability. SFAS No. 146 also establishes that fair value is the
objective for initial measurement of the liability. Management does not believe
that SFAS 146 will have a material effect on the Company during fiscal 2003.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure." This statement amends
FASB Statement No. 123 "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. This statement also
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The provisions of this statement relating to
alternative transition methods and annual disclosure requirements are effective
for the year ended December 31, 2002. The provisions of this statement relating
to interim financial information are effective for the quarter ending March 31,
2003. The transitional provisions will not have an impact on the Company's
financial statements unless it elects to change from the intrinsic value method
to the fair value method. The Company believes that the provisions relating to
annual and interim disclosures will change the manner in which we disclose
information regarding stock-based compensation.
In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others (the
Interpretation), which addresses the disclosure to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees.
The Interpretation also requires the recognition of a liability by a guarantor
at the inception of certain guarantees. The Interpretation requires the
guarantor to recognize a liability for the non-contingent component of the
guarantee, this is the obligation to stand ready to perform in the event that
specified triggering events or conditions occur. The initial measurement of this
liability is the fair value of the guarantee at inception. The recognition of
the liability is required even if it is not probable that payments will be
required under the guarantee or if the guarantee was issued with a premium
payment or as part of a transaction with multiple elements. The Company is
required to adopt the disclosure provisions of the Interpretation beginning with
its fiscal 2003 consolidated financial statements, and will apply the
recognition and measurement provisions for all guarantees
PAGE 17
entered into or modified after December 31, 2002. The Company has not completed
its assessment of the recognition provisions of the Interpretation; however, the
impact of the adoption is not expected to have a significant impact on the
Company's consolidated financial statements.
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN No.
46"). This interpretation clarifies existing accounting principles related to
the preparation of consolidated financial statements when the equity investors
in an entity do not have the characteristics of a controlling financial interest
or when the equity at risk is not sufficient for the entity to finance its
activities without additional subordinated financial support from others
parties. FIN No. 46 requires a company to evaluate all existing arrangements to
identify situations where a company has a "variable interest" (commonly
evidenced by a guarantee arrangement or other commitment to provide financial
support) in a "variable interest entity" (commonly a thinly capitalized entity)
and further determine when such variable interests require a company to
consolidate the variable interest entities" financial statement with its own.
The Company is required to perform this assessment by December 31, 2003 and
consolidate any variable interest entities for which it will absorb a majority
of the entities' expected losses or receive a majority of the expected residual
gains. Management has not yet performed this assessment, however it is not aware
of any material variable interest entities that it may be required to
consolidate.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not hedge, sell forward or otherwise commit any
asset on a contingency basis. The Company does not normally commit to multi-year
contracts other than employment agreements and office space rental (see Notes to
Consolidated Financial Statements, Note 7, Commitments and Contingencies). The
Joint Venture, in the course of normal business, periodically executes long term
supply contracts to limit its exposure to various supply risks. The Joint
Venture has not previously hedged or sold forward gold or other assets for the
Joint Venture account.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this item
are included herein beginning on page 24.
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*
PAGE 18
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, 2003, 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. CONTROLS AND PROCEDURES
a. Evaluation of disclosure controls and procedures. The
Company, under the supervision and with the participation of the Company's
management, including its Chief Executive Officer, carried out an evaluation of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Rules 240.13a-14(c) and 15d-14(c) under
the Securities Exchange Act of 1934 (the "Exchange Act") as of a date within
ninety days before the filing date of this Annual Report (the "Evaluation
Date"). Based upon this evaluation, the Chief Executive Officer concluded that,
as of the Evaluation Date, the Company's disclosure controls and procedures were
effective for the purposes of recording, processing, summarizing and timely
reporting information required to be disclosed by the Company in the reports
that it files under the Securities Exchange Act of 1934 and that such
information is accumulated and communicated to the Company's management in order
to allow timely decisions regarding required disclosure.
b. Changes in internal controls. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect the Company's disclosure controls and procedures
subsequent to the Evaluation Date, nor were there any significant deficiencies
or material weaknesses in the Company's internal controls.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
<Table>
<Caption>
Financial Statements Page
- -------------------- ----
Financial Statements of the Registrant:
Independent Auditors' Report, KPMG LLP 23
Consolidated Balance Sheets, December 31, 2002 and 2001 24
Consolidated Statements of Operations for the Years
Ended December 31, 2002, 2001 and 2000 25
Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 2002, 2001 and 2000 26
Consolidated Statements of Cash Flows for the Years
Ended December 31, 2002, 2001 and 2000 27
Notes to Consolidated Financial Statements 28
</Table>
PAGE 19
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 1997 Officers' & Directors' Stock Option Plan (incorporated by
reference to Appendix A of the Company's Definitive Proxy Statement dated April
30, 1997).*
10.3 2002 Stock Option Plan (incorporated by reference to Appendix A
of the Company's Definitive Proxy Statement dated April 27, 2002).*
10.4 Employment Agreement dated August 1, 2002 with R. Herbert
Hampton, pages 38-40.
23.1 Consent of KPMG LLP, page 42.
99.1 Certification of Principal Executive Officer and Principal
Financial Officer, page 41.
* Constitutes a "management contract or compensatory plan or arrangement"
required to be filed as an exhibit to this Form 10-K pursuant to Item 15(c).
Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of 2002.
PAGE 20
SIGNATURES
Pursuant to the requirements of Section 13 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, thereunto duly authorized.
GOLDEN CYCLE GOLD CORPORATION
(Registrant)
By /s/ R. HERBERT HAMPTON
-------------------------------------------------
R. Herbert Hampton, President, Chief Executive
Officer, and Treasurer
(Principal Executive Officer, Principal Financial
Officer, and Principal Accounting Officer)
Dated March 28, 2003
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/ R. HERBERT HAMPTON March 28, 2003
- ----------------------------------------------- --------------
R. Herbert Hampton, President, Chief Date
Executive Officer, and Treasurer (Principal
Executive Officer, Principal Financial Officer,
and Principal Accounting Officer)
/s/ Orville E. Anderson March 28, 2003
- ----------------------------------------------- --------------
Orville E. Anderson, Director Date
/s/ Melvin L. Cooper March 28, 2003
- ----------------------------------------------- --------------
Melvin L. Cooper, Director Date
/s/ Rex H. Hampton March 28, 2003
- ----------------------------------------------- --------------
Rex H. Hampton, Director Date
/s/ Frank M. Orrell March 28, 2003
- ----------------------------------------------- --------------
Frank M. Orrell, Director Date
CERTIFICATION
I, R. Herbert Hampton, certify that:
1. I have reviewed this annual report on Form 10-K of Golden Cycle Gold
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
PAGE 21
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant, and I have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. I have indicated in this annual report whether there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ R. HERBERT HAMPTON
----------------------------------------------------
R. Herbert Hampton
President, Chief Executive Officer and Treasurer
(Principal Executive Officer and Principal Financial
Officer)
PAGE 22
INDEPENDENT AUDITORS' REPORT
Board of Directors
Golden Cycle Gold Corporation:
We have audited the accompanying consolidated balance sheets of Golden Cycle
Gold Corporation and subsidiaries as of December 31, 2002 and 2001 and the
related consolidated statements of operations, shareholders' equity and
comprehensive loss, and cash flows for each of the years in the three-year
period ended December 31, 2002. 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 auditing standards generally accepted
in the United States of America. 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 subsidiaries as of December 31, 2002 and 2001, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.
KPMG LLP
Denver, Colorado
March 21, 2003
PAGE 23
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2002 and 2001
<Table>
<Caption>
ASSETS 2002 2001
------------- -------------
Current assets:
Cash $ 578,212 570,842
Short-term investments (note 2) 640,788 877,304
Interest receivable and other current assets 12,618 22,612
Prepaid insurance 19,144 19,649
Note receivable from sale of water rights (note 3) -- --
------------- -------------
Total current assets 1,250,762 1,490,407
Assets held for sale - water rights (note 3) 132,680 132,680
Property and equipment, at cost:
Land 2,025 2,025
Mineral claims 20,657 16,076
Furniture and fixtures 10,056 7,988
Machinery and equipment 30,247 33,651
------------- -------------
62,985 59,740
Less accumulation depreciation and depletion (29,452) (33,919)
------------- -------------
33,533 25,821
------------- -------------
$ 1,416,975 1,648,908
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 18,252 25,932
Shareholders' equity (note 6):
Common stock, no par value. Authorized 3,500,000 shares;
issued and outstanding 1,888,450 shares in 2002 and 2001 7,116,604 7,116,604
Additional paid-in capital 1,927,736 1,927,736
Accumulated deficit (7,614,079) (7,390,649)
Accumulated other comprehensive loss - foreign currency
translation adjustment (31,538) (30,715)
------------- -------------
Total shareholders' equity 1,398,723 1,622,976
Commitments and contingencies (note 7)
------------- -------------
$ 1,416,975 1,648,908
============= =============
</Table>
See accompanying notes to consolidated financial statements.
PAGE 24
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended December 31, 2002, 2001, and 2000
<Table>
<Caption>
2002 2001 2000
------------- ------------- -------------
Revenue:
Distributions from mining joint venture
in excess of carrying value (note 4) $ 250,000 250,000 250,000
Expenses:
General and administrative expense 345,209 374,685 300,955
Depreciation expense 3,759 3,328 2,424
Exploration expense 153,934 51,754 16,931
------------- ------------- -------------
502,902 429,767 320,310
------------- ------------- -------------
Operating loss (252,902) (179,767) (70,310)
Other income (expense):
Interest and other income 29,847 86,285 104,662
Loss on disposal of assets (375) -- (20)
------------- ------------- -------------
29,472 86,285 104,642
------------- ------------- -------------
Net income (loss) $ (223,430) (93,482) 34,332
============= ============= =============
Basic and diluted earnings (loss) per share $ (0.12) (0.05) 0.02
Basic and diluted weighted average shares
outstanding 1,888,450 1,888,450 1,888,450
</Table>
See accompanying notes to consolidated financial statements.
PAGE 25
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity and Comprehensive Loss
Years ended December 31, 2002, 2001, and 2000
<Table>
<Caption>
ACCUMULATED
OTHER
COMPREHENSIVE
LOSS - FOREIGN
COMMON STOCK ADDITIONAL CURRENCY
---------------------- PAID-IN ACCUMULATED TRANSLATION
SHARES AMOUNT CAPITAL DEFICIT ADJUSTMENT TOTAL
--------- ---------- ---------- ----------- -------------- -----------
Balance at December 31, 1999 1,888,450 $7,116,604 1,927,736 (7,331,499) (28,040) 1,684,801
Net income -- -- -- 34,332 -- 34,332
Foreign currency translation adjustment -- -- -- -- (2,393) (2,393)
-----------
Comprehensive loss 31,939
--------- ---------- ---------- ----------- -------------- -----------
Balance at December 31, 2000 1,888,450 7,116,604 1,927,736 (7,297,167) (30,433) 1,716,740
Net income -- -- -- (93,482) -- (93,482)
Foreign currency translation adjustment -- -- -- -- (282) (282)
-----------
Comprehensive loss (93,764)
--------- ---------- ---------- ----------- -------------- -----------
Balance at December 31, 2001 1,888,450 7,116,604 1,927,736 (7,390,649) (30,715) 1,622,976
Net income -- -- -- (223,430) -- (223,430)
Foreign currency translation adjustment -- -- -- -- (823) (823)
-----------
Comprehensive loss (224,253)
--------- ---------- ---------- ----------- -------------- -----------
Balance at December 31, 2002 1,888,450 $7,116,604 1,927,736 (7,614,079) (31,538) 1,398,723
========= ========== ========== =========== ============== ===========
</Table>
See accompanying notes to consolidated financial statements.
PAGE 26
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2002, 2001, and 2000
<Table>
<Caption>
2002 2001 2000
----------- ----------- -----------
Cash flows from operating activities:
Net income (loss) $ (223,430) (93,482) 34,332
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation expense 3,759 3,328 2,424
Loss on disposal of assets 375 -- 20
Decrease (increase) in interest receivable
and other current assets 9,994 50,241 (34,364)
Decrease (increase) in prepaid insurance 505 (19,649) --
(Decrease) increase in accounts payable
and accrued liabilities (7,680) 16,142 (4,288)
----------- ----------- -----------
Net cash used in operating activities (216,477) (43,420) (1,876)
----------- ----------- -----------
Cash flows from investing activities:
(Increase) decrease in short-term investments, net 236,516 348,796 (61,295)
Proceeds from sale of assets -- -- 1,035
Proceeds from note receivable -- 190,156 12,101
Purchase of property and equipment, net (11,846) (15,999) (8,562)
----------- ----------- -----------
Net cash provided by (used in) investing
activities 224,670 522,953 (56,721)
----------- ----------- -----------
Effect of exchange rate changes on cash (823) (282) (2,393)
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents 7,370 479,251 (60,990)
Cash and cash equivalents, beginning of year 570,842 91,591 152,581
----------- ----------- -----------
Cash and cash equivalents, end of year $ 578,212 570,842 91,591
=========== =========== ===========
</Table>
See accompanying notes to consolidated financial statements.
PAGE 27
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Golden Cycle Gold Corporation (the Company) acquires and explores mining
properties and participates in the management of the Cripple Creek and
Victor Gold Mining Company (the Joint Venture), its principal
investment. The Joint Venture is 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.
In January 2002, the Company established Golden Cycle Gold Exploration,
Inc. (GCGEI), a wholly owned subsidiary, to conduct exploration
activities for the Company. As of March 21, 2003, the Company has not
funded GCGEI and GCGEI has not conducted exploration activities or
commenced operations.
(a) 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 significantly
from those estimates. Changes in these estimates and assumptions
will occur based on the passage of time and the occurrence of
future events.
(b) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in
consolidation.
(c) 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. Short-term investments also includes 310 troy
ounces of gold bullion purchased by the Company in 2002.
(d) 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.
(Continued)
PAGE 28
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(e) MINERAL EXPLORATION AND DEVELOPMENT COSTS
Mineral exploration costs are expensed as incurred. Mineral
property development costs are capitalized and depleted based
upon estimated proven and probable recoverable reserves.
Periodically, the Company assesses the carrying value of its
development costs, property and equipment for impairment by
comparing estimated undiscounted cash flows expected to be
generated from such assets with their net book value. If net
book value exceeds estimated cash flows, the asset is written
down to fair value.
(f) 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.
(g) FOREIGN CURRENCY TRANSLATION
The GCPI operations' functional currency is the local currency,
the Philippine peso 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.
(h) 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.
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:
(Continued)
PAGE 29
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
<Table>
<Caption>
2002 2001 2000
----------- ----------- -----------
Net income (loss):
As reported $ (223,430) (93,482) 34,332
Pro forma (454,346) (205,233) (111,668)
Basic and diluted earnings (loss) per share:
As reported (.12) (0.05) 0.02
Pro forma (.22) (0.11) (0.06)
</Table>
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:
<Table>
<Caption>
RISK-FREE
DIVIDEND EXPECTED INTEREST EXPECTED LIFE FAIR VALUE
YIELD VOLATILITY RATE RANGE (IN YEARS) OF OPTION
-------- ---------- ------------- ------------- ----------
Options granted in
2000 0 145% 6.26% 10 $ 5.84
Options granted in
2001 0 84% 4.10% 10 4.47
Options granted in
2002 0 48% 4.61% 10 9.20
</Table>
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.
(i) 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.
(j) IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No.
143, Accounting for Asset Retirement Obligations. SFAS No. 143
requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is
incurred and a corresponding increase in the carrying amount of
the related long-lived asset. The pronouncement is effective for
fiscal years beginning after June 15, 2002. The Company does not
believe that adoption of SFAS No. 143 in 2003 will have a
significant impact on its financial condition.
PAGE 30 (Continued)
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144
supersedes SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS No. 144 establishes a single accounting model for
long-lived assets to be disposed of by sale and requires that
those long-lived assets be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in
continuing operations or in discontinued operations. SFAS No.
144 is effective for fiscal years beginning after December 15,
2001. The Company adopted SFAS No. 144 on January 1, 2002.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections. This statement provides guidance on
the classification of gains and losses from the extinguishment
of debt and on the accounting for certain specified lease
transactions. Management does not believe that SFAS No. 145 will
have a material impact on the Company.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, (effective January
1, 2003) which replaces Emerging Issues Task Force (EITF) Issue
No. 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred and states
that an entity's commitment to an exit plan, by itself, does not
create a present obligation that meets the definition of a
liability. SFAS No. 146 also establishes that fair value is the
objective for initial measurement of the liability. Management
does not believe that SFAS 146 will have a material effect on
the Company during fiscal 2003.
In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation -- Transition and Disclosure. This
statement amends FASB Statement No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. This
statement also amends the disclosure requirements of Statement
123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
used on reported results. The provisions of this statement
relating to alternative transition methods and annual disclosure
requirements are effective for the year ended December 31, 2002.
The provisions of this statement relating to interim financial
information are effective for the quarter ending March 31, 2003.
The transitional provisions will not have an impact on the
Company's financial statements unless it elects to change from
the intrinsic value method to the fair value method. The
provisions relating to disclosures have been adopted and are
reflected herein.
In November 2002, the Financial Accounting Standards Board
issued Interpretation No. 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (the Interpretation), which
addresses the disclosure to be made by a guarantor in its
interim and annual financial statements about its obligations
under guarantees.
PAGE 31 (Continued)
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
The Interpretation also requires the recognition of a liability
by a guarantor at the inception of certain guarantees. The
Interpretation requires the guarantor to recognize a liability
for the non-contingent component of the guarantee, this is the
obligation to stand ready to perform in the event that specified
triggering events or conditions occur. The initial measurement
of this liability is the fair value of the guarantee at
inception. The recognition of the liability is required even if
it is not probable that payments will be required under the
guarantee or if the guarantee was issued with a premium payment
or as part of a transaction with multiple elements. The Company
is required to adopt the disclosure provisions of the
Interpretation beginning with its fiscal 2003 consolidated
financial statements, and will apply the recognition and
measurement provisions for all guarantees entered into or
modified after December 31, 2002. The Company has not completed
its assessment of the recognition provisions of the
Interpretation; however, the impact of the adoption is not
expected to have a significant impact on the Company's
consolidated financial statements.
In January 2003, the Financial Accounting Standards Board issued
FASB Interpretation No. 46, Consolidation of Variable Interest
Entities (FIN No. 46). This interpretation clarifies existing
accounting principles related to the preparation of consolidated
financial statements when the equity investors in an entity do
not have the characteristics of a controlling financial interest
or when the equity at risk is not sufficient for the entity to
finance its activities without additional subordinated financial
support from others parties. FIN No. 46 requires a company to
evaluate all existing arrangements to identify situations where
a company has a "variable interest" (commonly evidenced by a
guarantee arrangement or other commitment to provide financial
support) in a "variable interest entity" (commonly a thinly
capitalized entity) and further determine when such variable
interests require a company to consolidate the variable interest
entities" financial statement with its own. The Company is
required to perform this assessment by December 31, 2003 and
consolidate any variable interest entities for which it will
absorb a majority of the entities' expected losses or receive a
majority of the expected residual gains. Management has not yet
performed this assessment, however it is not aware of any
material variable interest entities that it may be required to
consolidate.
(2) SHORT-TERM INVESTMENTS
The Company held certificates of deposit of approximately $738,000 and
$776,000 at December 31, 2002 and 2001, respectively. All certificates
of deposit held at December 31, 2002 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, at which time the Company received cash of
$70,000 and a promissory note in the amount of $242,500. The promissory
note was due in installments over five years and was paid in full to the
Company in December 2001. The sale of the remaining portion of the water
rights is pending State government approval.
(4) INVESTMENT IN MINING JOINT VENTURE
The Company owns an interest in the Joint Venture with AngloGold
Colorado (AngloGold). AngloGold 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.
PAGE 32 (Continued)
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
The Joint Venture Agreement, as amended, generally requires AngloGold 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 AngloGold and 20% to the Company. As of December 31, 2002, Initial
Loans were approximately $347 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 AngloGold and 33% to the Company.
The Agreement also provides for the Company to receive a minimum annual
distribution of $250,000 during the Initial Phase. Beginning in 1994,
such minimum annual distributions are recoupable against the Company's
future share of Net Proceeds, if any.
Whether future gold prices and the results of the Joint Venture's
operations will reach and maintain a level necessary to repay the
Initial Loans, complete the Initial Phase, and thereafter generate net
income cannot be assured due to uncertainties inherent in any mining
operation. Based on the amount of Initial Loans payable to the manager
and the uncertainty of future operating revenues, there is no assurance
that the Company will receive more than the Minimum Annual Distribution
from the Joint Venture in the foreseeable future.
The Company's share of 2002 Joint Venture losses which have not been
recorded in its consolidated financial statements is approximately
$2,863,600. The Company's share of the 2001 and 2000 Joint Venture
losses, which have not been recorded in its consolidated financial
statements is approximately $3,394,200 and $2,628,600, respectively. As
of December 31, 2002, the Company's accumulated unrecorded losses from
the Joint Venture are $18,924,658.
PAGE 33 (Continued)
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
The condensed balance sheets of the Joint Venture as of December 31, 2002 and
2001 are summarized as follows:
<Table>
<Caption>
ASSETS 2002 2001
-------------- --------------
(In thousands)
Inventory $ 81,139 49,332
Other current assets 4,175 3,223
-------------- --------------
Total current assets 85,314 52,555
Fixed assets and mine development costs, net 244,042 208,438
-------------- --------------
$ 329,356 260,993
============== ==============
LIABILITIES AND VENTURERS' DEFICIT
Current liabilities $ 17,081 30,678
Payable to AngloGold 347,201 262,369
Capital lease obligations 14,492 4,085
Accrued reclamation costs 16,331 15,042
-------------- --------------
Total liabilities 395,105 312,174
Venturers' deficit (65,749) (51,181)
-------------- --------------
$ 329,356 260,993
============== ==============
</Table>
The condensed statements of operations of the Joint Venture for each of the
years in the three-year period ended December 31, 2002 are summarized as
follows:
<Table>
<Caption>
2002 2001 2000
-------------- -------------- --------------
(In thousands)
Revenue $ 70,462 57,871 68,877
Operating expenses (63,123) (56,188) (63,894)
Interest expense (20,905) (18,385) (19,442)
Other income (expense) (752) (269) 1,316
-------------- -------------- --------------
Net loss $ (14,318) (16,971) (13,143)
============== ============== ==============
</Table>
PAGE 34 (Continued)
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(5) INCOME TAXES
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 2002 and 2001 are
presented below:
<Table>
<Caption>
2002 2001
---------- ----------
Deferred tax assets:
Net operating loss carryforwards $ 660,000 624,000
Provisions for asset impairments, related to assets held for
sale 140,000 140,000
Exploration expenditures 56,000 --
Other 3,000 --
---------- ----------
859,000 764,000
Valuation allowance (859,000) (764,000)
---------- ----------
Net deferred tax assets $ -- --
========== ==========
</Table>
At December 31, 2002, the Company has net operating loss carryforwards
for income tax purposes of approximately $1,759,000 which expire
beginning in 2015 through 2022.
The Company has not recorded an income tax benefit in 2002 or 2001 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 15,000 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. As of
December 31, 2002, all of these options had been granted and exercised
or expired.
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 Plan provided 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.
Options are fully vested on their respective grant date.
During 2002, the Company granted 25,000 options to directors of the
Corporation.
PAGE 35 (Continued)
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
Changes in stock options for each of the years in the three-year period
ended December 31, 2002 are as follows:
<Table>
<Caption>
WEIGHTED
OPTION PRICE AVERAGE
SHARES PER SHARE EXERCISE PRICE
-------- -------------- --------------
Outstanding and exercisable at
December 31, 1999 200,000 6.625 - 11.00 8.78
Granted 25,000 5.9375 5.9375
Expired (70,000) 7.50 - 11.00 8.64
--------
Outstanding and exercisable at
December 31, 2000 155,000 5.9375 - 11.00 8.40
Granted 27,000 -- 5.25
Expired (30,000) 11.00 7.93
--------
Outstanding and exercisable at
December 31, 2001 152,000 7.04 7.04
Granted 25,000 11.65 11.65
--------
Outstanding and exercisable at
December 31, 2002 177,000 5.9375 - 11.65 7.60
--------
</Table>
The weighted average remaining term of options outstanding was 5.9 and
6.3 years at December 31, 2002 and 2001, respectively.
(7) COMMITMENTS AND CONTINGENCIES
The Company has a three-year employment contract with its President that
pays an annual salary of $85,000, adjusted annually by the consumer
price index, and expires on August 1, 2005. The Company also has a
noncancelable lease agreement for office space which requires annual
lease payments of $10,800 and expires in July 2003.
As previously reported, the Sierra Club and Mineral Policy Center filed
a complaint in U.S. District Court for the District of Colorado against
Cripple Creek & Victor Gold Mining Company (CC&V) and its joint venture
partners, including the Company, alleging certain violations of the U.S.
Clean Water Act (CWA). The complaint was served on the Company on or
about March 13, 2001. The parties' attempt to negotiate a settlement was
unsuccessful and CC&V and the named defendants, including the Company,
are vigorously defending against this lawsuit.
As previously reported, the Sierra Club and Mineral Policy Center filed
two complaints in U.S. District Court for the District of Colorado
against Cripple Creek & Victor Gold Mining Company (CC&V) and its joint
venture partners, including the Company, alleging certain violations of
the U.S. Clean Water Act (CWA) ostensibly associated with the Cresson
Project. The first complaint was served on the Company on or about March
13, 2001. Sierra Club and Mineral Policy Center amended this first
complaint by adding two additional counts, which complaint was served on
the Company on or about May 6, 2002. The second
PAGE 36 (Continued)
GOLDEN CYCLE GOLD CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002 and 2001
complaint was served on the Company on or about November 30, 2001. CC&V
and the named defendants, including the Company, believe that activities
of the project are in full compliance with the CWA and are vigorously
defending against both of these lawsuits.
In a separate but related matter, CC&V and its joint venture partners,
including the Company, entered into two administrative settlements on or
about September 11, 2002: administrative settlement with the U.S.
Environmental Protection Agency (EPA) and administrative settlement with
the Colorado Water Quality Control Division (WQCD). Notwithstanding
various available defenses, CC&V and its joint venture partners,
including the Company, determined that it was more prudent to resolve
allegations raised by these two agencies by entering into these two
administrative settlements than to pursue costly, divisive, and time
consuming litigation with these agencies. The two administrative
settlements relate to a vast majority of the allegations raised by
Sierra Club and Mineral Policy Center in the two filed lawsuits. CC&V
and its joint venture partners, including the Company, have provided the
two administrative settlements to the court and are pursuing dismissal
of the two lawsuits on res judicata and mootness grounds.
The Company is notable to estimate a possible range of loss related to
this matter. Accordingly, no accrual has been made for this matter as of
December 31, 2002.
PAGE 37
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
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 1997 Officers' & Directors' Stock Option Plan (incorporated by
reference to Appendix A of the Company's Definitive Proxy Statement
dated April 30, 1997).*
10.3 2002 Stock Option Plan (incorporated by reference to Appendix A of
the Company's Definitive Proxy Statement dated April 27, 2002).*
10.4 Employment Agreement dated August 1, 2002 with R. Herbert Hampton,
pages 38-40.
23.1 Consent of KPMG LLP, page 42.
99.1 Certification of Principal Executive Officer and Principal
Financial Officer, page 41.
</Table>
* Constitutes a "management contract or compensatory plan or arrangement"
required to be filed as an exhibit to this Form 10-K pursuant to Item 15(c).