Central Petroleum
Annual Report 2014

Plain-text annual report

CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 Annual report 30 June 2014 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 CONTENTS Corporate Directory ..........................................................................................................................................2 Chairman’s Letter .............................................................................................................................................3 Managing Director’s Letter ...............................................................................................................................5 Directors’ Report ..............................................................................................................................................6 Auditor’s Declaration of Independence ..........................................................................................................33 Corporate Governance Statement .................................................................................................................34 Financial Statements .....................................................................................................................................40 Directors’ Declaration .....................................................................................................................................88 Independent Auditor’s Report ........................................................................................................................89 ASX Additional Information ............................................................................................................................91 Interests in Petroleum Permits and Pipeline Licences ...................................................................................93 1 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 CORPORATE DIRECTORY DIRECTORS Andrew P Whittle BSc (Hons), Non-executive Chairman Richard I Cottee BA LLB (Hons), Managing Director and Chief Executive Officer Michael R Herrington BSc (Engineering), PE (Petroleum), Executive Director and Chief Operating Officer Wrixon F Gasteen BE (Hons), MBA (Dist), Non-executive Director William J Dunmore BSc MSc, Non-executive Director Robert Hubbard FCA, Non-executive Director John T Wilson Bsc Msc, Non-executive Director Peter S Moore PhD, BSc (Hons) MBA, Non-executive Director GROUP GENERAL COUNSEL AND JOINT COMPANY SECRETARY Daniel C M White LLB BCom LLM (Merit) JOINT COMPANY SECRETARY Joseph P Morfea REGISTERED OFFICE 56-58 Jephson Street Toowong Queensland 4066 Telephone: +61 7 3181 3800 Fax: +61 7 3181 3855 www.centralpetroleum.com.au AUDITORS PricewaterhouseCoopers 123 Eagle Street Brisbane Queensland 4000 BANKERS ANZ Banking Group 111 Eagle Street Brisbane Queensland 4000 SHARE REGISTER Computershare Investor Services Pty Limited 117 Victoria Street, West End Queensland 4101 Telephone: +61 7 3237 2110 Fax: +61 3 9473 2085 www.computershare.com.au STOCK EXCHANGE LISTING Central Petroleum Limited shares are listed on the Australian Securities Exchange Limited under the code CTP. 2 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 CHAIRMAN’S LETTER A MESSAGE FROM ANDY WHITTLE Dear Fellow Shareholder MAGELLAN (PALM VALLEY AND DINGO GAS FIELD) PURCHASE, OIL PRODUCTION FROM SURPRISE AND GAS FROM PALM VALLEY, ENCOURAGEMENT AT MT KITTY-1, DRILLING IN GEORGINA, STAGE 2 OF SANTOS FARMOUT EXERCISED, FUTURE SEISMIC AND DRILLING PLANNED. Central’s ninth year since listing on the ASX has been challenging both financially and operationally for the Company in light of the generally poor share price performance of small to medium market cap oil and gas exploration companies listed on the ASX. As a Board we are very aware of the market and our financials and have not gone to shareholders to seek additional funding during the past financial year despite the difficult times. We did however place 100 million shares with large domestic institutions raising $10 million to part fund bringing the Surprise oil field into production and we have recently secured a further placement of $6 million. In September 2013 the Board decided to consolidate our share registry on a one for five basis. I believe we have stabilized our share registry, are now more likely to gain institutional support in future capital raisings and this has made our shares more attractive to the bigger end of the market. The Board is confident that we are on the way to building a successful oil and gas company which is being positioned to capitalize on the opportunities that are opening in the gas markets on the eastern seaboard. The predicted gas shortfalls are well documented and we believe current fields and future discoveries in Central’s acreage will be key to meeting the market. I joined the Board in April 2012 and was appointed Chairman in April 2013. Over the past year we negotiated and completed the purchase of Magellan’s Amadeus Basin assets which include the Palm Valley and Dingo gas fields. This landmark purchase was paid for with shares and a cash component fully funded by Macquarie Bank, thereby moving us to a producer of both oil and gas. This was a very significant turning point for our Company. The required permits and pipeline licence to Alice Springs have been granted to allow Dingo Field development to commence. The field development program is on track with first production expected to begin by mid 2015. Dingo is entirely funded with facilities from Macquarie Bank. It is not often that a super-major (company) like TOTAL will farm-in to acreage of companies like Central and fund grass roots exploration. We are very excited to have them as partners and have benefited from their global knowledge in our frontier Southern Georgina Basin acreage. We operated the 2D seismic that was successfully completed during the year. We have commenced and are operating the drilling program which will hopefully find targets rich in unconventional shale- gas worthy of flow testing. Mt Kitty-1 was drilled during the year by SANTOS as part of its Stage 1 farm-in program to our Amadeus basin acreage. The well encountered gas which was confirmed on wireline test and shown to contain significant Helium. Evaluation of the potential of the fractured reservoir is still ongoing. SANTOS then exercised its right to proceed to Stage 2 of its Amadeus farm-in which will result in a further 1,300 km of 2D seismic being acquired in the Southern Amadeus area estimated to cost $12 million and earning SANTOS a 40% participating interest. During the year we surrendered the four permits we held in Western Australia on trend with Surprise as part of our formal high-grading process. This decision was based on geological and geophysical studies that we conducted in house using new aeromagnetic and gravity data that indicated the Surprise play did not extend as far west as we originally thought. We hold areas with significant intra-field and near-field gas potential associated with Palm Valley and Dingo and other prospectivity in held acreage which we believe will provide us with an opportunity to supply into the east coast gas market shortfall. Central also still holds extensive exploration acreage that we believe has considerable future exploration potential. For example we hold most of the Wiso Basin and our explorationists are enthusiastic about this area following some recent in- house work. Whilst production from the Surprise West oil well is below initial expectations we are firm believers in further developing the oil potential of the Amadeus Basin, but the advent of a gas market will lead us into the future. 3 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 CHAIRMAN’S LETTER During the year Professor Peter Moore joined the Board following a career with Woodside from where he retired as Executive Vice President Exploration. In addition we welcomed Tom Wilson who had a distinguished career with Apache and Magellan as the Magellan Board nominee. Their experience has strengthened the technical and business skills of the Board. Robert Hubbard joined the Board in December 2013 after a long career with PricewaterhouseCoopers as a partner. Bill Dunmore and Mike Herrington are not standing for Board re-election at the next AGM. Mike will continue as Chief Operating Officer which is a full time role now we have ongoing exploration, production and development. Bruce Elsholz recently resigned as Joint Company Secretary and retires as Chief Financial Officer in November after 5 years of distinguished service. Bruce has been replaced by Joseph Morfea as Company Secretary who is a seasoned professional and came to us from Magellan. Leon Devaney will be the Company’s new Chief Financial Officer. In addition we have made a number of senior management changes during the year to strengthen the Company for the future. The Board carefully manages successfully succession planning at Board and senior management levels to ensure orderly transitions occur. We are moving from suburban Toowong into our new offices in 400 George Street in the city in early October 2014. This move takes advantage of the well publicized excess supply of office space in Brisbane, consolidating our team in one office and is being welcomed by the staff and will allow for the expected future growth of the Company. Finally I would like to thank the Directors and in particular the Central team for their continued support during 2014 and in particular for the efforts by Bill Dunmore, Mike Herrington and Bruce Elsholz. I am very pleased with the way the Company is growing and on the degree of focus we have on the opportunities and challenges we face in the future. Mr A. Whittle Chairman Melbourne, 30 September 2014 4 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 MANAGING DIRECTOR’S LETTER Dear Fellow Shareholder, This last year I am sure will be remembered as the year in which Central Petroleum turned the corner. The Company is now poised to unlock the undoubted shareholder wealth that has been latent for so long. Santos has committed to Stage 2 of the Farm-in for the Southern Amadeus Joint Venture. Drilling at Mt Kitty has proved that the Southern Amadeus is hydro-carbon charged and has helium to contribute handsomely to the economics of development. The drilling for the Southern Georgina joint venture with Total has also commenced. Underpinning this exploration, Central became both an oil and gas producer by April this year. Oil is being produced at Surprise and gas is being produced at Palm Valley as a result of the acquisition from Magellan Petroleum. The Dingo Field is being developed with the first gas expected to flow next year. Central reacquired the retention leases at Ooraminna. At each of Palm Valley, Dingo and Ooraminna, Central has an interest in the under-explored acreage surrounding those discoveries. As the Company’s operations expanded, so too has our commitment to the economic future of the Traditional Owners. Within 3 months of the Company becoming both an oil and gas producer we have over 30% of our production workforce sourced from the local traditional owners. Whilst aggressively growing oil production, exploration continues to be a cornerstone of our business strategy, and our progress over the past 12 months has positioned the Company to take advantage of one of the most exciting (and energy market transforming) infrastructure opportunities within Australia. We are now seeing a real opportunity to transition from a small company with enormous exploration acreage within a constrained domestic gas market, to a company with enormous acreage capable of supplying a large domestic market when that market is facing a gas shortage. We believe this will have once-in-a-generation change in Australia’s domestic gas market, making for a more deep, liquid and transparent pricing gas market which can only serve to benefit Australia’s gas users. There has been substantial public commentary about the looming eastern seaboard gas shortage in the near future (3-5 years), initially in the financial press but now in the front pages of the mainstream press and government talking points. The size of this problem means that the nation has no “silver bullet” solution. The national interest requires a lifting of the exploration moratorium in NSW and Victoria, increased contribution from the Bass Strait and the Cooper Basin, shale gas exploration, and for the Northern Territory supply to be connected to the eastern seaboard, optimally through Moomba. Further, the addition of multi-sourced aggregated 6 trains of LNG to the Eastern Seaboard demand profile combined with new and diverse gas resources within the NT create the economic conditions conducive to a major micro-economic reform of the energy sector leading to the advent of a deep and liquid gas market. In the past the absence of a deep and liquid market was a major barrier to the creation of a spot market. Without a spot market, an explorer on discovery required to enter into a bilateral contract with a user or an aggregator. To get such a contract, the explorer had to prove up sufficient reserves to cover the whole of the contract which required capital to be expended prior to the entry into sales negotiations. With a deep and liquid market Australia can create a National Balancing Point - an Australian benchmark like the “Henry Hub”. The benefit for the exploration sector of such a development coupled with a pipeline from Alice Springs to Moomba, cannot be overstated. The barriers to entry to the gas market for gas explorers – so high for so long – would be dismantled immediately. The ensuing competitive forces create the right climate long term for Australia to have an internationally competitive efficient gas market to the benefit of both gas consumers and suppliers. Most importantly for explorers, access to market would no longer have to await the accumulation of sufficient reserves to enable a bilateral long-term contract as the spot market would be able to consume any initial supply. As a gas producer with significant reserve growth potential, Central is now positioned to be involved in causing this critical piece of Australian energy infrastructure. Whilst we have no aspirations to own such a pipeline this has been a priority for your Company. We are hopeful that our nation has the political will to embrace this huge productivity enhancing step. Central will obviously benefit from such a development but so will the nation. Our focus to date is to position your Company to take advantage of this nation-building reform. Richard Cottee Managing Director, Brisbane, 30 September 2014 5 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Your directors present their report on the consolidated entity, consisting of Central Petroleum Limited (“Company” or “CTP”) and the entities it controlled (collectively “the Group” or “the Consolidated Entity”) at the end of, or during the year ended 30 June 2014. Directors The names of the directors of the parent company in office at any time during or since the end of the financial year are: Andrew P Whittle Richard I Cottee Michael R Herrington Wrixon F Gasteen William J Dunmore Robert Hubbard (appointed 6 December 2013) J.Thomas Wilson (appointed 31 March 2014) Peter S Moore (appointed 14 April 2014) Principal activities The principal activity of the Consolidated Entity during the financial year was the exploration for and production of hydrocarbons. During the year the Consolidated Entity commenced oil production at Surprise and completed the acquisition of both the Palm Valley Gas Field facility and the undeveloped gas reserves at Dingo. As a result the Consolidated Entity now generates revenue from both oil and gas sales. Operating result The Consolidated Entity had an operating loss after income tax for the year ended 30 June 2014 of $10,857,986 (2013: loss of $9,283,393). At 30 June 2014 consolidated cash and cash equivalents available totalled $10,330,474 (2013: $1,308,307), including $1,590,386 (30 June 2013: $60,271) held in joint venture and $2,192,082 (30 June 2013: Nil) for Dingo development. Dividends No dividends were paid or declared during the financial year (2013:Nil). No recommendation for payment of dividends has been made. Review of Operations The Company’s focus for the year was as follows:  Acquiring the onshore Australian assets of Magellan Petroleum Australia Pty Ltd, specifically the Palm Valley Gas Field and Facility and the undeveloped Dingo Gas Field.  Acquiring, processing and interpreting approximately 1,000 kms of new 2D seismic data and the commencement of a drilling programme in the Southern Georgina Basin where Central (Operator) is in joint venture with Total. This programme and associated evaluation work is ongoing and the Company expects Phase 1 of the joint venture arrangements with Total will complete in 2016 when gross exploration expenditures on the project reach approximately $90 million. 6 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014  A free carried participant in the approximately 1,600 km 2D seismic programme in the Southern Amadeus Basin and the drilling of the Mt Kitty gas well. Santos Limited is Operator for the farm-in program.  Constructing the Surprise Oil Field Facilities and commencing oil production from the Surprise West well. Granted Petroleum Licences and Application Interests of Central Petroleum Limited Acquisition of Palm Valley and Dingo Fields The Company completed the purchase of the material onshore assets of Magellan Petroleum Australia Pty Ltd (“the Magellan assets”) consisting primarily of the producing Palm Valley gas field and the undeveloped Dingo gas field for $35 million. The deal closed on 31 March 2014. The consideration paid was $20 million cash and approximately 39.5 million shares in Central. The cash component was paid out of a loan facility with Macquarie Bank. The loan facility also includes a $30 million tranche for the development of the Dingo gas field and the construction of a 50km pipeline to Alice Springs in order to service a gas sale contract with Power and Water Corporation of the Northern Territory. Under the Macquarie Bank facility, Central granted 15 million unlisted options (to Macquarie) with an exercise price of $0.50 and an exercise period of 30 months. In addition to existing producing reserves, the acquisition includes significant in-place compression, processing and transportation infrastructure at the Palm Valley field. 7 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Palm Valley Gas Field (OL3) Northern Territory (CTP - 100% Interest) As a result of the acquisition of the Palm Valley Gas Field effective 1 April 2014 the Company commenced receiving revenue from gas sales. This shifted Central from an explorer to a multi-field producer on both oil and gas markets, Gas production for the period 1 April 2014 to 30 June 2014 was 277,703 gigajoules(GJ). Gas sales are per nominations received from the purchaser. The Field and the pipeline have capacity to produce and deliver at higher volumes and the Company is looking to secure additional sales contracts. Dingo Gas Field (L7) and Dingo Pipeline (PL30) Northern Territory (CTP - 100% Interest) Dingo Gas Field (currently under development) During the June 2014 Quarter the NT Government granted the Dingo Petroleum Production Licence (L7) to Central. The production licence converts from the retention licence (RL2). Subsequent to 30 June 2014, the Dingo Pipeline Licence (PL30) has been agreed with the Northern Territory Department of Mines and Energy. The Dingo Gas Field Development, which is solely funded under a $30 million tranche of the loan facility agreement with Macquarie Bank, comprises construction of wellhead facilities, gathering pipelines, gas 8 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 conditioning facilities, a 50 km gas pipeline to Brewer Estate in Alice Springs, compression and custody transfer metering facilities, and is designed to service a gas sale contract with Power and Water Corporation of the Northern Territory. Construction of the pipeline is well underway and is forecast to be completed before mid 2015 when first gas sales to Power and Water Corporation in Alice Springs are scheduled to commence. This strategic pipeline is a major milestone and signifies the start of the Company being a significant player in the Northern Territory gas market. Over time Central looks forward to playing an important role in inter- connecting Central Australia to the eastern seaboard gas network, possibly through Moomba. Laying the Dingo Gas Pipeline near Alice Springs, Northern Territory ATP 909, ATP 911, ATP 912 Southern Georgina Basin Queensland (CTP - 90% Interest) (farming out to Total E&P Australia) Farmout Following the completion of the seismic program in the Southern Georgina Basin the Company was able to re- negotiate the framework for the Total farm-in. Stage 1 has been expanded both in the dollar amount (increase of US$35 million) and the duration (to August 2015). Importantly the Company still remains liable for the last 20% of the original stage 1 expenditure and then the last 20% of the increase. The increased expenditure in Stage 1 will allow for multi-zone production tests of some wells subject to satisfactory results from the initial Stage 1 core hole exploration program. Should Total continue and fulfil its funding obligations for Stages 2 and 3 Total will earn in increments to a total of 68% in the permits. Central is operating the farm-out areas for the first four years and after completion of Stage 3 Total will assume operatorship for 90% of the area. Central will retain operatorship of the upstream activities on the remaining 10% of the area. 9 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Drilling Whiteley-1 well Drilling commenced on 20 July 2014 at the Whiteley-1 unconventional gas exploration well in ATP 912. Whiteley-1 is the first of a programme of unconventional gas exploration wells operated by Central and is being drilled using Enerdrill Rig 2. The planned depth was 1,920 metres. The primary objective is the Lower Arthur Creek Formation, which will be fully cored and sampled for gas desorption and reservoir properties, in addition to an extensive logging program. The well was drilled to around 1,150 metres which was a secondary target. As such when no petroleum was encountered the decision was made to suspend the well pending the arrival of a liner to line the hole problems and move immediately to Gaudi-1 and drill and complete that well before the start of wet season. Gaudi-1 well Gaudi-1 spudded on 14 September 2014 in ATP909. The planned depth is 2,900 metres. As with Whiteley-1 the primary objective is the Lower Arthur Creek Formation. Drilling Operations in the Southern Georgina Basin, Queensland 10 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Southern Amadeus Basin Queensland Various Permits, Retention Licences and Application Areas (CTP – 75% to 100% Interest) Santos Stage 2 Farmout Under the farmout agreement, Santos was to fund exploration by investing an initial $30 million, with options to invest a further $60 million in Stage 2 and a further $60 million in Stage 3. In return Santos would earn rights to up to 70% of the area totalling nearly 80 thousand square kilometres. Santos assumed operatorship during exploration and in the event that they are developed. Central will benefit from a free carry during the farmout period. The seismic acquisition program commenced July 2013. The program was intended to be around 1,800kms. The amount acquired was 1,587kms over 7 permits in the Southern Amadeus area, with 300kms being swapped out of Stage 1 and added to the original Stage 2 farmout phase. In July 2014 Santos elected to proceed to Stage 2 of an amended Southern Amadeus Joint Venture with Central under terms that will allow the JV to give priority to spending on areas of highest prospectivity. Central has regained 100% ownership of the Ooraminna Gas Discovery in RLs 3 & 4 which will form a hub of future opportunities to be pursued after the successful conclusion of a further gas sales contract. Central sees great strategic merit in regaining control of RLs 3 & 4, particularly as RL3 is 10km from Central’s recently acquired Dingo Gas Field and the 50km Dingo Pipeline currently under construction. Central and Santos have concurred that the prospectivity of the Southern Amadeus has been confirmed by the results of Mt Kitty and the 1,587km of 2D seismic acquired during Phase 1 of the farmout. As a result, an additional 300km of seismic has been added to the current 1,000km of 2D seismic earmarked for the more prospective Southern Amadeus following Central and Santos’ election not to proceed as a joint venture in the Pedirka Basin (EPs 93 & 97). The Santos farmout Stage 2 will therefore result in a further 1,300km of 2D seismic being acquired in the Southern Amadeus area (estimated to cost around $12 Million) earning Santos 40% participating interest in permits listed in the table below (the “Southern Amadeus Joint Venture”). Central has been able to temporarily suspend its permit work commitments in the Pedirka Basin to enable it to negotiate a more targeted acreage holding in that Basin. Following an extensive review of the data Central and Santos has determined that the drilling of Pellinor was not the best use of capital and Central is looking forward to concentrating on opportunities in EPs 93 & 97 now on a 100% basis. Southern Amadeus Area Total Santos Participating Interest after completion of Stage 1 Total Santos Participating Interest after completion of Stage 2 EP82 EP105 EP106 EP107 EP112 EP(A)147 25% 25% 25% 25% 25% 25% 11 40% (ie additional 15% earned) 40% (ie additional 15% earned) 40% (ie additional 15% earned) 40% (ie additional 15% earned) 40% (ie additional 15% earned) 40% (ie additional 15% earned) CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 EP 125 – Northern Territory (CTP-30% Interest, Santos [Operator]-70% interest on completion of Mt Kitty) Mt Kitty Exploration Well (Central is free carried for this well under the Santos farm-in arrangements) In April 2014 the Company announced that it had been advised that the Mt Kitty exploration well flowed gas in testing with flow rate of around 500,000 cubic feet per day through a 1-1/4” inch choke. The gas samplings also included substantial Helium readings. Wireline logging operations had commenced to evaluate the quality of the Heavitree Formation reservoir section before an incident with the rig caused operations to be stopped. No persons were injured and there were no environmental impact as a result of the incident. The well was secured for later re-entry. The Operator advised the well was re-entered in early September and wireline logging was successfully completed. Sidewall cores confirmed the previously reported gas flows were from granite basement. Raw information indicates the basement is extensively fractured. The well has been plugged and suspended. Full evaluation of well results and integration with seismic may result in a decision to drill an oriented sidetrack in future, aiming to maximise intersection with observed fracturing. Given the nearly 10% Helium detected in the sample which sells around $100/mcf (or nearly twenty times more valuable than natural gas) Central has been evaluating the prospect of Helium extraction and sales at the well head through relatively portable membrane technology. Early indications that even a relatively small field of Helium of this quality can be quite economic. Surprise West Northern Territory (CTP - 100% Interest) Award of Production Licence 6 (“L6”) and Surprise West production In February 2014 Central was offered L6 for the Surprise Oil Field Development. This was the first Production Licence offered in onshore Northern Territory since the passing of the Native Titles Act 1993 and was an important milestone not only for Central but also for the Northern Territory and the Traditional Owners. Initial production and storage facilities were installed to allow production to commence from the Surprise West well in March 2014. The installation of additional storage tanks and ancillary equipment followed. Storage capacity has increased to 5,000 barrels of oil storage with up to 2,000 barrels of water separation capacity. The Surprise West well produced approximately 21,000 barrels of oil since commencing production in March 2014 to 30 June 2014. Unseasonally late wet weather in the region forced the closure of the access road to the field for a considerable period of time in March/April period. The Surprise West well continues to produce around 180 bopd which is below initial expectations but remains a valuable cash-flow contribution to the Company. Currently the oil is trucked to Port Bonython in South Australia where it is stored prior to its export by tanker, normally to refineries in Singapore. Central is actively pursuing market opportunities for domestic use whilst also concentrating on obtaining efficiencies in its transportation costs. 12 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Exploration Application Areas, Northern Territory Amadeus, Pedirka and Wiso Basins - Various Areas (see Table on Page 93) The Company continued to evaluate a number of these areas and has been working to gain Native Title clearance and secure the other necessary approvals in advance of award of exploration permit status. Exploration Application Areas, Amadeus Basin, Western Australia Areas 16/08-9, 17/08-9, 18/08-9 and L12-2 Subsequent to 30 June 2014, the Company has withdrawn from these application areas. Reserves Information The Company has no certified oil and gas reserves as defined by the Australian Stock Exchange but intends to certify its producing wells in the next 12 months after Dingo goes onto production. Operating and Financial Review Risks Central was admitted to the ASX in 2006 and since that time has been exploring for and more recently producing oil and gas from onshore central Australia. By its nature exploration is an extremely high risk business. Most exploration activity, in particular seismic and drilling is conducted in joint venture, thus enabling the joint venture participants to spread that risk, and reward. The risks include, but are not limited to, land access risk, geological risk, drilling operations risk, safety and environment. In addition, as with most businesses there is also market risk, product pricing risks and foreign exchange risk. Exploration is typically funded with risk capital. Debt capital is normally only available for development activities such as facility and pipeline construction. Crude oil prices are benchmarked against a series of global pricing points, such as WTI, Brent and Tapis. Over the last five years crude oil, unlike most other commodities, has been extremely resilient to large swings in the market price. There is a spot market for oil and producers enjoy a relatively secure position on price for their product. Business Strategy Gas producers in Australia currently do not have a comparable spot market mechanism for their gas. Gas is generally sold under long term contracts. However, Central is of the view that there is an emerging push by Federal, State and Territorial governments for the near term (3 to 5 years) construction of additional gas pipelines to link into existing pipeline infrastructure and form a national grid for Australia. This will provide large and new markets for the estranged gas fields, present and future, in the Northern Territory and elsewhere. As a gas producer the Company is planning to be a part of this exciting “game changer”. Central will however continue to also explore for oil as it is a valuable source of revenue as well as being a risk spreading in the event the gas strategy falters. The Company is also investigating opportunities to produce and sell Helium. Key financial and operating data The following table and discussion is a one year (and five year) comparative analysis of the Consolidated Entities’ key financial information. The Statement of Financial Position information is as at 30 June each year and all other data is for the years then ended. 13 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 2014 $Mill. 3.72 4.66 10.86 24.97 46.27 (23.77) 43.07 3.26 267,328 17,489 51 2013 $Mill. - 6.98 9.28 7.56 1.28 - 24.65 4.93 - - 26 2012 $Mill. - 18.72 26.36 23.60 1.78 - 24.20 10.64 - - 17 2011 $Mill. - 31.34 36.64 5.90 0.83 - 25.90 12.14 - - 19 2010 $Mill. - 8.17 11.81 24.52 0.45 - 56.51 46.27 - - 20 Financial Data Operating revenue Exploration expenditure Loss after income tax Equity issued during year Property, plant and equipment Borrowings Net Assets (Total Equity) Net Working Capital Operating Data Gas Sales (GJ) Oil Sales (barrels) No of employees at 30 June The 2014 year represents a milestone for Central as the company is now generating revenues from oil and gas. Oil production commenced at the Surprise Field in late March 2014. As a result of purchasing the producing Palm Valley Gas Field effective 31 March 2014 with an associated gas contract, the Company is also generating gas revenues. Road Tanker collecting crude oil at Surprise The Company recorded $3.2 million of operating revenue for the 2014 year. The existing purchaser of Palm Valley gas is scheduled to increase its nominations during 2015 and the currently undeveloped Dingo Gas Field is scheduled to provide gas into a new contract around the time the Dingo pipeline is completed, expected mid 2015. The Company will also actively seek out new gas sales opportunities. Oil production will continue from Surprise. Exploration expenditure fluctuates year over year depending on activity levels, particularly with seismic and drilling costs. The fluctuations are even more pronounced for the smaller pure explorers like Central as their funding comes from the equity markets which over the last 2 to 3 years have essentially dried up for resource stocks. With onshore wells in central Australia costing between $10 million to $15 million per well, securing joint venture partners is critical to an active, meaningful exploration program. In 2013 Central completed two substantial farmout deals, one with Santos and another with TOTAL. 14 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 In addition to the exploration expenditure booked by the Company ($4.66 million in 2014) it is important to note that approximately $40 million was expended on exploration permits in which Central has a substantial and majority working interest in the year ended 30 June 2014. From the table, it is noteworthy that Central’s exploration spend for the 2011 and 2012 years was $63 million. This represents one regional seismic programme and three wells, funded 100% by the Company. With a change of management around 30 June 2012 this business model was changed to a more “risk spreading” approach. ‘Loss before income tax for the Year’ for Central is largely driven by the level of exploration expenditure. Central’s accounting policy has consistently been to expense its exploration costs on an annual basis. Many other companies, particularly the smaller explorers, adopt the more conservative accounting policy of carrying forward those exploration costs on their balance sheets and then expensing at defined future points in time. The significant change in the Company’s Balance Sheet between 30 June 2013 and 30 June 2014 reflects the major acquisition transaction which saw Central acquire the onshore Australian assets of Magellan Petroleum (‘Magellan’), being the Palm Valley Gas Field and Facility and the undeveloped Dingo Gas Field. The asset purchase price was $35 million with a $20 million cash consideration and $15 million of equity issued to Magellan. The cash component was funded out of a $50 million project facility arranged with Macquarie Bank. The $30 million development component of the financing facility is primarily to fund the development of the Dingo field and construction of the Dingo gas pipeline. At 30 June 2014 Central had drawn down $3.77 million of that facility, and this along with the $20 million ($23.77 million in total) is recorded on the balance sheet as Borrowings. The acquired assets are recorded in the financial records using the “business combination” accounting policy and form part of the balance sheet asset “Property, plant and equipment”. Equity issued during the 2014 year was $25 million, comprising the $15 million of shares issued to Magellan and a $10 million share placement for cash in July 2013. Central recently completed a $6 million placement for cash. Net working capital is the excess of current assets over current liabilities. For an explorer cash is usually the major component of current assets. The recent $6 million share placement has bolstered Central’s liquidity. The increase in the staff head count to 51 at 30 June 2014 compared to 26 at 30 June 2013 primarily reflects the acquisition of the Magellan assets including field staff at the Palm Valley Gas Plant and a portion of their Brisbane based staff. In addition staff have been added at the Surprise Field location. A number of the staff increases in these field locations are Traditional Owners. Information on directors Andrew P Whittle BSc (Hons) Independent Non-Executive Chairman¹,3,5 Mr Whittle has around 45 years of technical and managerial experience in the petroleum exploration and production industry with a focus on South East Asia and Australia. His experience includes over 21 years with several affiliates of Exxon Corporation in Australia, Singapore, Malaysia, Canada and the US, finally in the position of geological manager of Esso Australia. Thereafter, he was exploration manager for 5 years with GFE Resources Ltd, Australia. He has over 15 years’ experience through PetroVal Australasian Pty Ltd, of which he is a founding director, and his private consulting company Sheristowe Pty Ltd, in preparing independent technical reports and in evaluating exploration and production assets and providing valuations, and expert opinions for a range of clients. He was closely involved in the exploration that led to the identification and discovery of the Thylacine gas field in the Otway Basin and in promoting Pexco into Indonesian deepwater exploration. He is also a member of the American Association of Petroleum Geologists, and the Petroleum Exploration Society of Australia. Mr Whittle stepped down as a director of Malaysia listed Bumi Armada Sdn Bhd, a major offshore service company in June 2014, a role he held since June 2011. He is currently a non-executive director of ASX listed Bass Strait Oil Ltd. Within the last three years, he has not been a director of any other listed public company. 15 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Richard I Cottee BA LLB (Hons) Managing Director and Chief Executive Officer 3 With a background in law and energy, Mr Cottee is a prominent figure in the Australian oil and gas industry having taken QGC from an early stage explorer to a major unconventional gas supplier sold to BG Group for $5.7 billion. Mr Cottee has renowned international energy experience with an outstanding reputation for driving company market development. A lawyer, Mr Cottee has also served as the director of marketing and sales for Cyprus Amax and then was named managing director of England, Wales, Scotland, Ireland and the Scandinavian and Norway regions for NRG Energy. Previously he worked with Santos Oil and Gas. He was also chief executive officer of CS Energy Ltd, a Queensland Government owned electricity generator. Mr Cottee is currently a non-executive chairman of Austin Exploration Limited and is a principal of Freestone Energy Partners Pty Ltd (“FEP”). Within the last three years, he has not been a director of any other listed public company. Michael R Herrington BSc (Engineering), PE (Petroleum) Executive Director and Chief Operating Officer 7 Mr Herrington was recently upstream president for QGC, a BG Group Company, managing director for Jabiru Energy and previously was managing director for Enron Exploration Australia Pty Ltd based in Queensland, Australia and Enron Oil & Gas China Ltd based in Beijing, China. Mr Herrington has more than 30 years of diversified petroleum industry experience, holds a BS degree in civil engineering from the University of Utah and is a registered professional engineer. He has set up operations in Spain, France, Australia as well as China. These efforts have been consistently results orientated and have been completed on time and under budget invoking state of the art technology and developing new concepts where necessary incorporating such diverse technologies as satellite imaging and drilling rig modifications. In particular he has managed efforts to establish coal bed methane recovery leases in Europe, Australia and Asia. Within the last three years, Mr Herrington has not been a director of any other listed public company. Wrixon F Gasteen BE (Hons), MBA (Dist) Independent Non-Executive Director ² Mr Gasteen is a director and co-founder of Ikon Corporate (Singapore), established in 2007 to provide corporate advisory, capital raising and management consulting services. Previously Mr Gasteen was chief executive officer of Hong Leong Asia (HLA) where he presided over the transformation and rapid development of the company by both acquisition and organic growth, from a loss making South East Asian building materials company with $300m in annual sales to $2.2bn in annual sales. He was director of Tasek Corporation (cement) (KLSE) and also chairman and president of China Yuchai International (diesel engines) listed on the New York Stock Exchange (NYSE). In March 2014 Mr Gasteen joined the board of ASX listed Sino Australia Oil & Gas as a non-executive director. Within the last three years, Mr Gasteen has not been a director of any other listed public company. William J Dunmore BSc MSc Independent Non-Executive Director 7 Mr Dunmore is an experienced reservoir and production engineer with significant transaction, analysis and financial modelling knowledge from consulting and employment with a number of petroleum companies and financial institutions including Barclays Bank, Unicredit, HVB, British Gas, HBOS/BankWest, SMBC, BHP Petroleum, Schlumberger, Hardman, Mobil, Petrobras, Total, Nippon Oil and Powergen. Mr Dunmore has over 35 years of direct relevant experience in Australia, Europe and elsewhere. He actively consults to a number of clients. Recent and current projects have included several very large gas and LNG developments in Asia and Australia as well as oil and gas projects located around the world. He has also advised on asset finance such as drilling rig conversions and FPSO new build and construction. He is a member of the Society of Petroleum Engineers. Within the last three years, Mr Dunmore has not been a director of any other listed public company. 16 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Robert Hubbard FCA Independent Non-Executive Director,1,4 Mr Hubbard was a partner with PricewaterhouseCoopers for 22 years specialising in audit, deals and valuation advice specialising in the resources sector. He has highly developed financial skills and business experience including managing significant capital and growth agendas, risk management, best practice corporate governance and valuations. Mr Hubbard is a non-executive director of Bendigo and Adelaide Bank Limited as well as ASX and TSX listed Orocobre Limited. Within the last three years, he has not been a director of any other listed public company. John Thomas (Tom) Wilson, BSc (Zoology) MSc(Geology) Non-Executive Director Mr Wilson began his career as a geologist with Shell Oil Company before joining Apache Corporation, where he held various management positions and led Apache’s entry into international markets. Subsequent to Apache, Mr Wilson served as president of Anderman International, which developed the Chernogoskoye Field in western Siberia. Mr Wilson joined the management team of Yamal Energy Partners, which developed the South Tambay Field, possibly the first Russian-led LNG project in the Russian Republic, which was later sold to Gazprom. Mr Wilson was appointed a director of US based Magellan Petroleum Corporation in 2009 and the Company’s CEO in 2011. Within the last three years, he has not been a director of any other listed public company. Dr Peter S Moore PhD BSc (Hons) MBA Independent Non-Executive Director 3, 6 Dr Peter Moore has over thirty years of experience in the oil and gas business. His career includes roles with the Geological Society of Western Australia, Delhi Petroleum Pty Ltd, the exploration operator of the Cooper Basin consortium in South Australia and Queensland, Esso Australia, Exxon Exploration Company in Houston and from 1998 until his retirement in 2013, with Woodside Energy Ltd. At Woodside Energy Peter held various roles including most recently Executive Vice President Exploration. In this capacity he was a member of Woodside’s Executive Committee and Opportunities Management Committee, a leader of its Crisis Management Team and Head of the Geoscience function across the company. He was also a director of a number of Woodside’s subsidiary companies. Dr Moore is Chair of the Curtin Graduate School of Business Advisory Board and a Member of the Elsevier Oil & Gas Advisory Board. Within the last three years, he has not been a director of any other listed public company. ¹ Member of the audit committee ² Chairman of the audit committee 3 Member of the remuneration committee 4 Chairman of the remuneration committee 5 Member of the nominations committee 6 Chairman of the nominations committee 7 Member of the nominations committee up to 30 June 2014 Company secretaries Daniel CM White LLB BCom LLM (Merit) Mr White is an experienced oil & gas lawyer in corporate finance transactions, mergers and acquisitions, equity and debt capital raisings, joint venture, farmout and partnering arrangements and dispute resolution. He has previously held senior international based positions with Kuwait Energy Company and Clough Limited. Joseph P Morfea Mr Morfea has over 35 years of experience in the resource industry having held key financial positions with both Australian and international based companies. He was most recently Chief Financial Officer of Magellan Petroleum Australia Pty Ltd, a wholly owned subsidiary of Denver based Magellan Petroleum Corporation. Prior to Magellan Mr Morfea worked for Santos Limited and Theiss Dampier Mitsui Coal Pty Ltd. 17 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Directors’ meetings The number of directors’ meetings held where the director was eligible to attend and the number of meetings attended by each of the directors of the Company during the financial year were: Full Meeting of Directors Number of meetings eligible Number of meetings attended Audit Committee Remuneration Committee Number of meetings eligible Number of meetings attended Number of meetings eligible Number of meetings attended Nominations Committee Number of meetings eligible Number of meetings attended Andrew Whittle Richard Cottee William Dunmore Michael Herrington Wrixon Gasteen Robert Hubbard Tom Wilson Peter Moore 6 6 6 6 6 3 1 1 6 6 6 6 6 3 1 1 3 nil nil nil 3 1 nil nil 3 nil nil nil 3 1 nil nil 1 nil nil nil nil 1 nil 1 1 nil nil nil nil 1 nil 1 nil 1 1 1 nil nil nil nil nil 1 1 1 nil nil nil nil Realised Remuneration of Directors and Key Management Personnel for the 2014 Year The Directors consider the remuneration information contained within the tables presented in the statutory remuneration report (pages 21 to 32) may give a distorted view of the true remuneration realised by the directors and key management personnel for the 2014 Year. This is a voluntary disclosure and has been included to assist shareholders in forming an understanding of the cash and other benefits actually received by directors and key management personnel. Non-Executive Directors Andrew Whittle William Dunmore Wrixon Gasteen Robert Hubbard2 Thomas Wilson3 Peter Moore4 Sub-total Executive Directors & Key Management Personnel Richard Cottee5 Michael Herrington Daniel White Bruce Elsholz Leon Devaney Michael Bucknill Robbert Willink Sub-total Total Remuneration Salary/ fees $ 101,666 94,476 75,000 40,265 16,250 16,042 343,699 Non- monetary 1 benefits $ 11,707 - 13,008 - - - Superannuation contributions $ 9,404 - - 3,724 - 1,484 24,715 14,612 Amount $ 122,777 94,476 88,008 43,989 16,250 17,526 383,026 % of TRP 100% 100% 100% 100% 100% 100% 100% Value of LTI Grant that Vested $ - - - - - - - Actual Total Remuneration Package (TRP) $ 122,777 94,476 88,008 43,989 16,250 17,526 383,026 580,005 587,995 432,155 303,728 311,241 321,663 340,236 2,877,023 - 11,707 - - - - - 11,707 22,945 33,068 26,693 27,689 29.180 27,651 29,116 196,342 602.950 632,770 458,848 331,417 340,421 349,314 369,352 3,085,072 100% 100% 92% 91% 91% 100% 100% 97% - - 42,534 33,060 32,480 - - 108,074 602,950 632,770 501,382 364,477 372,901 349,314 369,352 3,193,146 3,220,722 36,422 210,954 3,468,098 97% 108,074 3,576,172 1 Fringe benefits tax 3 Appointed 31 March 2014 5 Mr Cottee’s services are provided by Freestone Energy Partners (“FEP”). Mr Cottee has a 50% beneficial equity interest in FEP 2 Appointed 6 December 2013 4 Appointed 14 April 2014 18 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Significant changes in the state of affairs Significant changes in the state of affairs of the Consolidated Entity during the financial year were as follows: • Acquired the Palm Valley Gas Field and Production Facilities and the undeveloped Dingo Gas Field from Magellan Petroleum Corporation for $35 million, comprising $20 million cash and $15 million of Central share capital. • Entered into a $50 million debt facility with Macquarie Bank Limited. The facility comprises $20 million for the cash component of the purchase price to acquire the Palm Valley and Dingo assets and up to $30 million of development capital for the Dingo Field and pipeline. • Magellan Petroleum Corporation became Central’s largest shareholder with 39,473,684 shares which represents 11.32% of the Company’s equity at 30 June 2014. • There was approximately $45 million (gross) of exploration expenditure on Central’s acreage in the year ended 30 June 2014, including through joint ventures with Santos and Total E&P. • Commercial oil production from the Surprise Field commenced in March 2014. Matters subsequent to the end of the financial year (i) Decision on Legal Matter with John Heugh On 5 September 2014 the Court found that it was not reasonable for the board to terminate Mr Heugh’s contract and awarded him damages of $1,598,298 inclusive of interest. $1,000,000 of the claim is covered pursuant to the Company’s Employment Practices Liability insurance. More details of the decision are contained on page 20 of the Directors’ Report. (ii) Share Placement On 24 September 2014 the Company agreed to place 20 million shares at $0.30 per share with institutional investors in Australia and Hong Kong raising $6 million. Other than the above, no matters or circumstances, have arisen since the end of the financial year which significantly affected or may affect the operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in future financial years. Refer also to note 34 to the Consolidated Financial Statements. Likely developments and expected results of operations Exploration will continue in both the Amadeus and Southern Georgina Basins in the search for commercial accumulations of hydrocarbons. Gas, from both conventional and unconventional sources, will remain Central’s primary target in the near to mid-term. The Company’s 100% owned gas pipeline connecting the Dingo gas field to Alice Springs is expected to be completed in the first half of the 2015 calendar year. As a result, Dingo gas will be supplying a new sales contract which is already in place. Deliveries under that contract will commence concurrently with the commissioning of the pipeline. Additional gas sales contracts for both Dingo and Palm Valley gas will be sought. Both fields have available capacity as does the existing pipeline infrastructure in the Northern Territory. Oil sales from the Surprise West -1 will continue to provide a valuable contribution to the funding of Central’s working capital requirements. The cash netback per barrel is key and the Company will look to alternative sales opportunities as well as improved cost efficiencies both at the field and with transportation costs. Production from a second oil well nearby to Surprise West-1 would incur minimal additional field operating expenses and there is expected to be transportation efficiencies. The economics of a second well continue to be monitored. The prospect of an interconnect of Northern Territory gas to the large gas hungry markets on the eastern seaboard of Australia through a pipeline which is currently under active consideration, has the potential to radically enhance the economics of exploration effort. Central with its significant reserve growth potential in central Australia and in particular in the Northern Territory is well positioned to participate and benefit from such a pipeline. 19 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Environmental regulation The Consolidated Entity is subject to significant environmental regulation with regard to its exploration activities. The Consolidated Entity aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with all environmental legislation. The directors of the Company and the Consolidated Entity are not aware of any breach of environmental legislation for the year under review. Insurance of directors and officers During the financial year, the Group paid premiums to insure Directors and Officers of the Group. The contracts include a prohibition on disclosure of the premium paid and nature of the liabilities covered under the policy. Number of employees The Company had 51 employees at 30 June 2014 (26 at 30 June 2013). Proceedings on behalf of the Company Except as referred below no person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Consolidated Entity for all or any part of those proceedings. The Consolidated Entity was a party to the following proceedings during the year. Legal Action with John Heugh In March 2012 the Company advised that it had terminated the employment of Mr John Heugh. Mr John Heugh commenced an action in the Supreme Court of Western Australia against the Company disputing the Company's termination of his employment. Mr Heugh has also brought an action in the Supreme Court of Western Australia against the Company and others for alleged false and defamatory statements of and concerning Mr Heugh. Decision on Termination of Employment On 5 September 2014 Mr Justice Le Miere handed down his judgement on the case alleging unfair dismissal of John Heugh by the board of Central Petroleum in the first quarter of 2012. The Court found that Mr Heugh seriously breached his employment contract by failing to comply with the directions of the board by putting pressure on its then Exploration Manager not to accept responsibility for farmouts, and by failing to ensure the proper implementation of Central Petroleum’s policies, procedures and systems and in particular its code of conduct. However, the Court held that Mr Heugh remedied those breaches. The Court found that it was not reasonable for the board to terminate Mr Heugh’s contract and awarded him damages of $1,598,298 inclusive of interest. $1,000,000 of the claim is covered pursuant to the Company’s Employment Practices Liability insurance. The Company will not initiate an appeal of this decision and has paid the proportion of the damages not covered by insurance to the plaintiff. Defamation Case No hearing date has yet been set for the defamation case. Non-audit services During the year the Company engaged the auditor, PricewaterhouseCoopers (PwC) on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Consolidated Entity was important. Details of amounts paid or payable to the auditor (PwC) for non-audit services provided during the year are set out below. 20 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 The board of directors is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 and did not compromise the general principles relating to auditor independence in accordance with APES 110 Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. CONSOLIDATED PwC Australian firm: (i) Taxation services Tax compliance (ii) Other services Corporate advisory – due diligence Remuneration benchmarking Forensic services Total remuneration for non-audit services Auditor’s Independence 2014 $ 82,266 82,226 181,607 10,000 - 191,607 273,873 2013 $ 83,209 83,209 - 12,500 20,240 32,740 115,949 The directors received an Independence Declaration from the auditor of Central Petroleum Limited as required under section 307C of the Corporations Act 2001 and this is set out on page 33. Remuneration report This remuneration report, which has been audited, outlines the remuneration arrangements in place for directors and other key management personnel of the Consolidated Entity. Directors and Key Management Personnel The directors and key management personnel of the Consolidated Entity during the year and up to signing date of the annual report were: Directors Andrew Whittle Richard Cottee Non –Executive Chairman Managing Director and Chief Executive Officer William Dunmore Non-Executive Director Michael Herrington Executive Director and Chief Operating Officer Wrixon Gasteen Robert Hubbard Non-Executive Director Non-Executive Director J.Thomas Wilson Non-Executive Director Peter Moore Non-Executive Director Appointed 6 December 2013 Appointed 31 March 2014 Appointed 14 April 2014 Other Key Management Personnel Bruce Elsholz Daniel White Leon Devaney Robert Willink Chief Financial Officer and Company Secretary 1 Group General Counsel and Company Secretary Chief Commercial Officer 2 Exploration Advisor Michael Bucknill ¹ Resigned as Company Secretary effective 25 August 2014 and has given notice of his resignation as Chief Financial Officer. 2 To be appointed Chief Financial Officer effective 31 October 2014. General Manager Exploration 21 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Remuneration Policy Proposed Changes from July 2014 The remuneration policy of the Company is to pay its directors and executives amounts in line with employment market conditions relevant to the oil and gas exploration industry. Accordingly, the Company is currently revamping its remuneration practices and in particular its short term and long term incentive plans with a particular focus on creating strong linkages between shareholder value as measured by shareholder returns and executive remuneration. Consequently the major component of executive incentives will be the long term incentive plan (LTIP) rather than the short term incentive plan (STIP). These changes are to be effective from 1 July 2014. It is intended that the long term incentive plan (LTIP) will be put to a shareholder vote at the 2014 Annual General Meeting to be held in November 2014. More complete details of the plans will be provided in the Notice of Meeting to Shareholders and in subsequent annual reports of the Company. Remuneration Consultants In 2014 the Board engaged PricewaterhouseCoopers to provide guidance on current industry practice for remunerating senior executives. The results were presented to the Chairman of the Board for consideration. A fee of $10,000 was paid for this service. During the engagement the consultant liaised directly with the Chairman and management was only involved to the extent of providing factual information. In 2014 the Remuneration Committee engaged RMBN Pty Ltd to carry out a review of the proposed STIP and LTIP plans and to provide an opinion as to how such a proposed plan would be viewed by proxy advisors and institutional investors. A fee of $19,500 was paid for this service. During this engagement the consultant liaised directly with the Chair of the Remuneration Committee and management was only involved to the extent of providing factual information. The performance of the Company depends upon the quality of its directors and executives and the Company strives to attract, motivate and retain highly qualified and skilled management. Salaries and directors fees are reviewed at least annually to ensure they remain competitive with the market. For periods up to and ended on 30 June 2014 the remuneration of directors and executives consisted of the following key elements: Non-Executive Directors Fees including statutory superannuation; No further participation in short or long term incentive schemes. Whilst some of the current non- executive directors benefit from options issued in accordance with shareholder approval in 2012 no further issues have been made and it is not intended that non-executive directors will participate in either the LTIP or STIP in the future. Executives including executive directors Annual salary and non-monetary benefits including statutory superannuation; Participation in outcomes based bonuses over and above salary arrangements; Participation in an incentive option scheme; There is no guaranteed base pay increases included in any executive’s contract. From 1 July 2014 the outcomes based bonus arrangement will be replaced by a performance based plan comprising a matrix of corporate, departmental and individual key performance indicators (KPI’s) for all eligible employees. The Company’s Board of Directors will determine the maximum amount of KPI achievable in any year (normally expressed as a percentage of base salary). Achieving that maximum is contingent upon all of the KPI’s in the matrix being met at the 100% level. The KPI’s will be reviewed at the beginning of each year and adjusted where necessary to reflect Central’s strategic direction. Consistent with the Directors focus on appreciation in shareholder value as the major form of incentive, STI payments will be limited to a maximum of 10 % of base salary in 2014/15. Effective for years commencing 1 July 2014 onwards and subject to shareholder approval the Company will implement a share based LTIP to incentivise eligible employees. The proposed delivery instrument will be performance rights. The Company will make annual grants under this plan. The maximum number of performance rights granted in any year will have a value equivalent to a percentage of base salary. The actual 22 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 number of performance rights granted in any year will be determined by measuring CTP’s share price performance over that year compared to a peer group of companies (a relative measure) and compared to its absolute share price movement over a 3 year cycle. Non-executive directors will not be eligible to participate in the LTIP. The LTIP will also include all other aspects considered appropriate to make the LTIP contemporary. Subject to shareholder approval of the proposed new LTIP, the Company does not expect to be granting any further options to employees or directors under the Company’s 2012 Share Option Plan for Directors and Employees. Outcomes based bonus scheme Participation in the bonus scheme is at the discretion of the board of directors. In determining the extent of any outcomes based bonus, the Company takes into consideration the objectives of the Company, as the Company may set from time to time, and any other matter that it deems appropriate. The outcomes will vary each year. In certain years there may be no outcomes achieved that merit a bonus. In 2014 the outcomes for which a bonus pool was allocated were the successful closing of the acquisition of the Magellan assets and the closing of the Financing Facility with Macquarie Bank, and the successful renegotiation of Phase 1 of the farm-deal with TOTAL which expanded both the dollar amount (increase of US$35 million) and the duration (to August 2015). Incentive Option Schemes On 19 July 2012 shareholders approved 172,922,033 options (34,584,407 after the 1 for 5 securities consolidation) be issued to FEP on 8 August 2012 exercisable at $0.09 ($0.45 after the 1 for 5 securities consolidation) subject to the satisfaction of various market price vesting hurdles. Mr Richard Cottee has a beneficial equity interest in FEP. On 29 November 2012 shareholders approved the grant of 20,500,000 options (4,100,000 after the 1 for 5 securities consolidation) to various directors exercisable at $0.09 ($0.45 after the 1 for 5 securities consolidation) subject to various market price vesting hurdles. Neither the options issued to FEP or to the directors have any performance hurdles. On 28 November 2013 shareholders approved the grant of 1,800,000 options to Mr Michael Herrington exercisable at $0.475 subject to the satisfaction of various vesting hurdles. During the year ended 30 June 2014 employees were granted 21,896,680 options (4,379,336 after the 1 for 5 securities consolidation) exercisable at $0.09 ($0.45 after the 1 for 5 securities consolidation) and 207,000 options exercisable at $0.65, all subject to various market price vesting hurdles. No options were granted to employees under the incentive option scheme during the year ended June 2013. In addition to the market price vesting hurdles the options issued to employees and to Executive Director Mr Michael Herrington also have performance hurdles. The matrix is 80% of the options are subject the satisfying key performance indicators (a combination of personal, departmental and corporate) with the remaining 20% subject to continued employment. Details of the options granted to Mr Michael Herrington and key management personnel are included in table 5 (page 29) of this remuneration report. No other director received options under the Incentive Option Scheme that contained any performance criteria in respect of their vesting. 23 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Details of remuneration Details of the remuneration of the directors and the key management personnel of Central Petroleum Ltd and the Consolidated Entity are set out in the following tables. Details of realised remuneration appear on page 18. Table 1: Remuneration of Directors and Key Management Personnel Short-term Post-employment Long-term benefits Share- based payments Salary/ fees $ Non-monetary benefits $ 1 Superannuation contributions $ Term’tion Benefits $ Long service leave $ (At Risk) Options 12 $ Total $ Value of options as proportion of remuneration % Non-Executive Directors Andrew Whittle William Dunmore Wrixon Gasteen Henry Askin2 Robert Hubbard3 Thomas Wison4 Peter Moore5 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 101,666 87,500 94,476 67,500 75,000 75,000 - 41,667 40,265 - 16,250 - 16,042 - 343,699 271,667 11,707 4,489 - - 13,008 4,991 - 6,484 - - - - - - 24,715 15,964 9,404 6,375 - - - - - 3,750 3,724 - - - 1,484 - 14,612 10,125 Executive Directors and Other Key Management Personnel Richard Cottee11 Michael Herrington10 Daniel White Bruce Elsholz Leon Devaney Michael Bucknill6 Robbert Willink7 Dalton Hallgren8 Trevor Shortt9 Sub-total Total Remuneration 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 580,005 577,785 587,995 380,339 432,155 433,139 303,726 267,852 311,241 175,180 321,663 - 340,236 - - 247,126 - 306,339 2,877,023 2013 2,387,760 2014 3,220,721 2013 2,659,427 - - 11,707 4,489 - - - - - - - - - - - - - - 11,707 4,489 36,421 20,453 22,945 21,630 33,068 24,229 26,693 30,150 27,689 22,385 29.180 15,766 27,651 - 29,116 - - 18,388 - 29,700 196,341 162,248 210,954 172,373 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 118,392 69,224 - - 131,547 76,915 - 99,990 - - - - - 249,939 246,129 7,536 3,377 6,298 2,067 10,014 9,961 7,520 9,598 3,837 1,133 2,560 - 2,816 - - (1,551) - (2,171) 40,581 1,887,313 1,784,181 118,392 69,224 3,733 - 2,622 - 2,576 - 2,000 - 2,400 - - 9,461 - 20,086 2,019,036 241,169 167,588 94,476 67,500 219,555 156,906 - 151,891 43.989 - 16,250 - 17,526 - 632.965 543,885 2,497,799 2,386,973 757,460 480,348 472,595 473,240 341,557 299,835 346,834 192,079 353,874 - 374,568 - - 273,424 - 353,954 5,144,688 22,404 1,882,952 4,459,853 40,581 2,268,975 5,777,652 22,404 2,129,081 5,003,738 49% 41% 0% 0% 60% 49% - 66% 0% - 0% - 0% - 39% 45% 76% 75% 16% 14% 1% 0% 1% 0% 1% 0% 1% - 1% - - 3% - 6% 39% 42% 39% 43% 1 Represents fringe benefits tax. Directors and Officers Liability Insurance premiums have been removed from the 2013 comparatives. 3 Appointed 6 December 2013 5 Appointed 14 April 2014 7 Appointed 1 July 2013 9 Resigned 29 June 2013 11 Freestone Energy Partners Pty Ltd (“FEP”) have provided the services of Richard Cottee on the basis of a secondment. As such compensation is made to FEP in line with Richard Cottee’s service agreement shown on page 31. Richard Cottee has a 50% beneficial equity interest in FEP. 12 The valuation date for options issued to FEP was 19 July 2012 and to directors was 29 November 2012. 4 Appointed 31 March 2014 6 Appointed 1 July 2013 8 Resigned 31 January 2013 10Appointed Chief Operating Officer 31 January 2013 2 Retired 30 November 2012 24 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Details of remuneration (continued) The fair values of options granted during 2014 were independently valued. The values are calculated at the dates of grant using a Binomial valuation model. The values are allocated to each reporting period evenly over the period from grant date to vesting date. The values disclosed for 2014 are the portions of the fair values applicable to and recognised in this reporting period. The following factors and assumptions were used in determining the fair value of options at grant date: Grant date Expiry date Fair value per option Exercise price Price of shares at grant date Estimated volatility Risk free interest rate Dividend yield 10 Jul 13 15 Nov 15 $0.0471 $0.451 $0.631 60% to 90% 2.73% 28 Nov 13 15 Nov 17 $0.045 $0.475 $0.32 45% to 65% 2.69% 1 Values adjusted to reflect the 1 for 5 consolidation of all Company securities at 30 September 2013 - - The values disclosed for 2013 are the portions of the fair values applicable to and recognised in this reporting period. The following factors and assumptions were used in determining the fair value of options at grant date: Grant date Expiry date Fair value per option1 Exercise price1 Price of shares at grant date1 Estimated volatility Risk free interest rate Dividend yield 19 Jul 12 15 Nov 15 $0.235 19 Jul 12 15 Nov 17 $0.270 19 Jul 12 15 Nov 17 $0.245 29 Nov 12 15 Nov 15 $0.385 29 Nov 12 15 Nov 17 $0.420 $0.45 $0.45 $0.45 $0.45 $0.45 $0.625 60% to 90% 2.73% $0.625 60% to 90% 2.77% $0.625 60% to 90% 2.77% $0.755 50% to 80% 2.73% $0.755 50% to 80% 2.77% 29 Nov 12 15 Nov 17 $0.400 $0.45 $0.755 50% to 80% 2.77% 1 Values adjusted to reflect the 1 for 5 consolidation of all Company securities at 30 September 2013 - - - - - - 25 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Details of remuneration (continued) Table 2: Share based compensation – Options granted and vested during the year Non-Executive Directors Andrew Whittle Year 2014 Number of options granted1 Grant date Average fair value at grant date1 Average exercise price per option1 Number of options vested1 Proportion of options vested % Expiry date - - - - - - - 15 Nov 15 2013 900,000 29 Nov 12 $0.40 $0.45 and 300,000 33% Wrixon Gasteen 2014 - - - - 15 Nov 17 - 15 Nov 15 - - 2013 1,000,000 29 Nov 12 $0.40 $0.45 and 333,334 33% Henry Askin2 2014 - - - - 15 Nov 17 - 15 Nov 15 - - 2013 1,300,000 29 Nov 12 $0.40 $0.45 and 433,334 33% William Dunmore Robert Hubbard 3 Tom Wilson 4 Peter Moore 5 2014 2013 2014 2013 2014 2013 2014 2013 - - - - - - - - Executive Directors and Other Key Management Personnel Richard Cottee9 2014 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2013 34,584,407 19 Jul 12 $0.25 $0.45 Michael Herrington 2014 1,800,000 28 Nov 13 $0.0825 $0.475 Daniel White Bruce Elsholz Leon Devaney6 Michael Bucknill7 Robbert Willink8 2013 900,000 29 Nov 12 $0.40 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 733,334 - 570,000 - 560,000 - - - - - 3,663,364 38,684,407 10 Jul 13 - 10 Jul 13 - 10 Jul 13 - - - - - $0.058 - $0.058 - $0.058 - - - - - $0.45 $0.45 - $0.45 - $0.45 - - - - - 15 Nov 17 - - - - - - - - - 15 Nov 15 and 15 Nov 17 15 Nov 17 15 Nov 15 and 15 Nov 17 15 Nov 15 - 15 Nov 15 - 15 Nov 15 - - - - - - - - - - - - - - - - - - - - - - - 9,683,634 28% - - 300,000 33% 733,334 - 570,000 - 560,000 - - - - - 1,863,334 11,050,302 100% - 100% - 100% - - - - - 51% 29% Total compensation options 1 After 1 for 5 consolidation of all Company securities issued before 30.9.2013 3 Appointed 6 December 2013 5 Appointed 14 April 2014 7 Appointed 1 July 2013 9 Freestone Energy Partners Pty Ltd (“FEP”) have provided the services of Richard Cottee on the basis of a secondment. As such compensation is made to FEP in line with Richard Cottee’s service agreement shown on page 31. Richard Cottee has a 50% beneficial equity interest in FEP. 2 Retired 30 November 2013 4 Appointed 31 March 2014 6 Appointed 6 November 2012 8 Appointed 1 July 2013 26 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Details of remuneration (continued) Table 3: Options granted as part of remuneration 2014 Non-Executive Directors Andrew Whittle William Dunmore Wrixon Gasteen Robert Hubbard1 Tom Wilson2 Peter Moore3 Executive Directors and Other Key Management Personnel Richard Cottee Michael Herrington Bruce Elsholz Daniel White Leon Devaney Michael Bucknill4 Robbert Willink5 2013 Non-Executive Directors Andrew Whittle William Dunmore Wrixon Gasteen Henry Askin6 Executive Directors and Other Key Management Personnel Richard Cottee Michael Herrington Bruce Elsholz Daniel White Leon Devaney 1 Appointed 6 December 2013 3 Appointed 14 April 2014 5 Appointed 1 July 2013 Value of options granted during the year ($) Value of options lapsed during the year ($) Remuneration consisting of options for the year (%) - - - - - - - 148,500 33,060 42,534 32,480 - - - (55,928) - - - - - - - - - - - - - - - - - - 18% 9% 8% 9% - - Value of options granted during the year ($) Value of options lapsed during the year ($) Remuneration consisting of options for the year (%) 361,500 - 401,666 522,166 8,653,019 361,500 - - - - - - - - - - - - 2 Appointed 31 March 2014 4 Appointed 1 July 2013 6 Retired 20 November 2012 41% - 49% 68% 75% 15% - - - No other options were exercised during either year, and no shares were issued on exercise of compensation options. 27 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Details of remuneration (continued) Table 4: Shareholdings of key management personnel (All shareholding numbers adjusted for the 1 for 5 consolidation of the Company’s securities at 30 September 2013) Held at beginning of year Held at date of appointment On market purchases Received on exercise of options Net change other Held at date of departure Held at end of year N/A N/A N/A N/A N/A N/A 183,743 155,334 104,000 - 133,680 80,000 Non-Executive Directors Andrew Whittle 2014 2013 William Dunmore 2014 2013 Wrixon Gasteen 2014 2013 Henry Askin 1 2014 2013 Robert Hubbard 2 2014 2013 Tom Wilson 3 2014 2013 Peter Moore 4 - 2014 2013 N/A Executive Directors and Other Key Management Personnel N/A 774,546 64,100 N/A N/A N/A N/A N/A N/A N/A N/A N/A - N/A 208,683 - 200,000 - 288,000 288,000 - - 110,000 - - - - - Richard Cottee 2014 2013 Michael Herrington 2014 2013 Daniel White 2014 2013 Bruce Elsholz 2014 2013 Leon Devaney 2014 2013 Michael Bucknill 2014 2013 Robbert Willink 2014 2013 1 Retired 30 November 2012 2 Appointed 6 December 2013 3 Appointed 31 March 2014 4 Appointed 14 April 2014 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 31,000 N/A - N/A - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 28,104 (7,000) - - - - - - - - - - - - - - - - - - - - - - - N/A N/A N/A N/A N/A N/A 133,680 133,680 183,743 183,743 97,000 104,000 N/A 774,546 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 64,100 N/A - N/A - N/A 208,683 208,683 200,000 200,000 288,000 288,000 - - 110,000 110,000 31,000 N/A - N/A - 53,680 - - - 104,000 - - - - - - - - - 208,683 - 200,000 - - - - - 110,000 - - - - 28 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Details of remuneration (continued) Table 5: Option holdings of key management personnel (All options issued prior to the Company’s securities consolidation on 30 Sept 2013 have been adjusted to reflect that 1 for 5 consolidation.) Held at beginning of year Options exercised Granted as remuneration Net change other Held at date of departure Held at end of year Non-Executive Directors Andrew Whittle 2014 2013 William Dunmore 2014 2013 Wrixon Gasteen 2014 2013 Henry Askin1 2014 2013 Robert Hubbard 2014 2013 Tom Wilson 2014 2013 Peter Moore 2014 2013 900,000 - 280,000 280,000 1,000,000 - N/A 668,000 N/A N/A N/A N/A N/A N/A - - - - - - - - - - - - - - - 900,000 - - - - (280,000) - - 1,000,000 N/A 1,300,000 - N/A - N/A - N/A - - N/A - - - - - - - N/A N/A N/A N/A N/A N/A 900,0002 900,000 - 280,000 1,000,0003 1,000,000 N/A 1,968,000 N/A N/A N/A N/A N/A N/A N/A N/A - N/A - N/A - N/A Held at beginning of year Options exercised Granted as remuneration Net change other Held at date of departure Held at end of year Executive Directors and Other Key Management Personnel - - - - - - - - - - 2,700,0002 900,000 34,584,4077 34,584,407 N/A N/A N/A N/A 733,334 - 929,200 929,200 1,800,000 900,000 - 34,584,407 34,584,407 - 900,000 - Richard Cottee 2014 2013 Michael Herrington 2014 2013 Daniel White 2014 2013 Bruce Elsholz 2014 2013 Leon Devaney 2014 2013 Michael Bucknill5 2014 2013 Robert Willink6 2014 2013 1 retired 30 November 2012 3 333,334 have vested at 30 June 2014 5 100,000 options issued 17 July 2014 7 34,584,407 unlisted options exercisable at $0.45 on or before 15 November 2015 and 15 November 2017 were issued to FEP on 8 August 2012, a company in which Richard Cottee has a 50% beneficial equity interest. At 30 June 2014; 9,683,634 have vested. - N/A 2 300,000 have vested at 30 June 2014 4 all options had vested and were exercisable at 30 June 2014 6 120,000 options issued 17 July 2014 (19,200) - 570,000 - 600,000 600,000 560,000 - - - - N/A N/A - N/A N/A N/A N/A N/A - N/A N/A N/A - N/A N/A N/A - N/A - N/A N/A N/A N/A 1,170,0004 600,000 1,643,3344 929,200 560,0004 - - N/A - N/A - - - - - - - - 29 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Details of remuneration (continued) The vesting profile for options (Note 1) held at the end of the year was as follows: Executive 2014 2013 Holding at end of year Vested during the year Exercisable at end of year Holding at end of year Vested during the year Exercisable at end of year Executive Directors and Other Key Management Personnel Richard Cottee 34,584,407 - 9,683,407 34,584,407 9,683,634 9,683,634 Michael Herrington Daniel White Bruce Elsholz Leon Devaney Michael Bucknill Robbert Willink 2,700,000 1,643,334 1,170,000 560,000 - - - 733,334 570,000 560,000 - - 300,000 1,643,334 1,170,000 560,000 - - 900,000 929,200 600,000 - N/A N/A 300,000 - - - N/A N/A 300,000 929,200 600,000 - N/A N/A Note 1: All options issued prior to the Company’s securities consolidation on 30 September 2013 have been adjusted to reflect that 1 for 5 consolidation. For each grant of options included in the tables 1 to 5 above, the percentage of the grant that was vested in the financial year and the percentage that was forfeited because the person did not meet the performance or service criteria are set out below. The options vest over a range of time frames provided the vesting conditions are met. No options will vest if the conditions are not satisfied (refer page 23), hence the minimum value of the option yet to vest is nil. The maximum value of the options yet to vest has been determined as the amount of the grant date fair value of the options that is yet to be expensed. Share based compensation benefits (options) Name Andrew Whittle William Dunmore Wrixon Gasteen Henry Askin1 Richard Cottee Michael Herrington Daniel White Bruce Elsholz Leon Devaney Year Granted 2013 2009 2008 2013 2013 2008 2009 2013 2014 2013 2014 2012 2010 2014 2012 2010 2014 Vested % 33 100 100 33 33 100 100 28 0 33 100 100 100 100 100 100 100 Forfeited % - - - - - - - - - - - - - - - - - Financial years in which options may vest 2014 to 2017 - - 2014 to 2017 2014 to 2017 - - 2014 to 2017 2015 to 2017 2014 to 2017 Maximum value of grant yet to vest $ 292,276 - - 324,751 422,176 - - 6,868,838 148,500 292,276 - - - - - - - - - - - - - - - - Directors Messrs Hubbard, Wilson and Moore will not be granted options. No further options will be granted to Directors Messrs Whittle, Dunmore, Gasteen, Cottee, Herrington or Askin (now retired). KMPs Messrs Bucknill and Willink were granted options after 30 June 2014. 30 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 Service agreements The details of service agreements of the key management personnel of the Consolidated Entity are as follows: Richard Cottee, Managing Director and Chief Executive Officer • Mr Cottee is seconded under an Intercompany Services Agreement with Freestone Energy Partners Pty • • • Ltd (“FEP”) for a three year term. The term of the agreement expires 29 June 2015; The Company pays FEP $518,783 per annum for Mr Cottee’s services. Termination is not applicable for the initial term of the secondment, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. Mike Herrington, Executive Director and Chief Operating Officer • • Mr Herrington’s base salary is presently $465,000 per annum. In addition, superannuation at 9.5% is The term of the agreement expires 28 January 2016. • applicable. The salary is reviewed annually. In order to terminate employment, a 3 month period of notice is required by either party, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. Bruce Elsholz, Chief Financial Officer • • Mr Elsholz’s base salary is presently $315,000 per annum. In addition, superannuation at 9.5% is The term of the agreement expires 30 August 2017. applicable. The salary is reviewed annually. • Mr Elsholz resigned his position of Company Secretary effective 25 August 2014 and has given notice of his retirement from Central effective 30 November 2014. Daniel White, Group General Counsel and Company Secretary • • Mr White’s base salary is presently $385,000 per annum. In addition, superannuation at 9.5% is applicable. The term of the agreement expires 29 November 2017. • The salary is reviewed annually. In order to terminate employment, a 3 month period of notice is required by either party, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. Leon Devaney, Chief Commercial Officer • • Mr Devaney’s base salary is presently $325,000 per annum. In addition, superannuation at 9.5% is The term of the agreement expires 15 November 2015. • applicable. The salary is reviewed annually. In order to terminate employment, a 3 month period of notice is required by either party, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. Michael Bucknill, General Manager, Exploration • • Mr Bucknill’s base salary is presently $320,000 per annum. In addition, superannuation at 9.5% is The term of the agreement expires 30 June 2017. • applicable. The salary is reviewed annually. In order to terminate employment, a 3 month period of notice is required by either party, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. Robbert Willink, Exploration Advisor • • Mr Willink’s base salary is presently $340,000 per annum. In addition, superannuation at 9.5% is The term of the agreement expires 30 June 2017. • applicable. The salary is reviewed annually. In order to terminate employment, a 3 month period of notice is required by either party, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. 31 CENTRAL PETROLEUM LIMITED ABN 72 083 254 308 DIRECTORS’ REPORT 30 JUNE 2014 • Service agreements (continued) Directors The Company has engaged all directors pursuant to written service agreements. The terms of appointment are subject to the Company’s Constitution. The Company maintains an appropriate level of Directors’ and Officers’ Liability Insurance and provide rights relating to indemnity, insurance, and access to documents. Mr Whittle, Chairman of the Board, receives a non-executive directors’ fee of $95,000 per annum. Messrs Cottee, Herrington, Gasteen, Dunmore, Hubbard, Wilson and Moore receive directors’ fees of $65,000 per annum. Mr Gasteen receives an additional fee of $10,000 per annum for acting as Chairman of the Audit Committee. Mr Hubbard receives an additional fee of $10,000 per annum for acting as Chairman of the Remuneration Committee and $5,000 per annum for his role as a member of the Audit Committee. Mr Moore receives an additional fee of $10,000 per annum for acting as Chairman of the Nominations Committee and $5,000 per annum for his role as a member of the Remuneration Committee. Mr Whittle is a member of each of the three Board Committees for which he receives an additional fee of $5,000 per annum per committee. Mr Cottee receives an additional fee of $5,000 per annum for his role as a member of the Nominations Committee. The directors also receive superannuation benefits except for Messrs Gasteen, Dunmore and Wilson, who reside outside of Australia. Signed in accordance with a resolution of the Directors: Richard Cottee – Managing Director, Brisbane 30 September, 2014 32 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 CORPORATE GOVERNANCE STATEMENT Introduction The Company and the board are committed to achieving and demonstrating high standards of corporate governance. The board continues to review the framework and practices to ensure they meet the interests of shareholders. The Group seeks to follow the best practice recommendations for listed companies to the extent that it is practicable. The Company is required to disclose the extent to which it has not adopted the ASX Corporate Governance Principles and Recommendations. Set out below are the principal corporate governance practices of the Company along with the reasons for non-adoption of the recommendations (including 2010 Amendments) where applicable. Principle 1: Lay solid foundations for management and oversight Role of the board of Directors The board of directors guides and monitors the business and affairs of the Company on behalf of its shareholders, by whom the directors are elected and to whom they are accountable. The board’s primary role is the protection and enhancement of long-term shareholder value. The board is responsible for the overall corporate governance of the Company, including engaging with management in the development of strategic and business plans, preparation of annual budgets and establishment of goals for management and monitoring the achievement of those goals on a regular basis. Management will report to the board and execute the directives of the board. The board is also responsible for: • • • • • • reviewing the performance of the managing director and senior management; planning the development, retention and succession of the management team; reviewing and ratifying systems of risk management and internal compliance, including approving and monitoring the policies and procedures relating to occupational health and safety and the environment; approving and monitoring financial and other reporting, including the progress of major capital expenditure and capital management; approving and monitoring acquisitions and divestitures; and preparing, implementing and monitoring policies to ensure that all major developments affecting the financial position and state of affairs of the Company and any subsidiaries are announced to the ASX in strict accordance with the Listing Rules. The board has also established a framework for the management of the Company, including a system of internal control and business risk management and the establishment of appropriate ethical standards. The board conducts annual reviews of its processes to ensure that it is able to carry out its functions effectively and in an efficient manner. The board from time to time carries out the process of considering and determining relevant KPI’s and other measures to evaluate the performance of its senior executives. Principle 1.1 recommendations not currently adopted: Recommendation Explanation/ Reference Rec 1.1 Companies should establish functions reserved to the board and those delegated to senior executives and disclose the functions. the formalised The Company has not the functions reserved to the board and those delegated to management. However, the responsibilities of the board are set out above. 34 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 CORPORATE GOVERNANCE STATEMENT Principle 2: Structure the board to add value Structure and composition of the board The board consists of five directors – two executive directors and three non–executive directors. Details of their skills, experience and expertise and the period of office held by each director have been included in the directors’ report. The number of board meetings and the attendance of the directors are set out in the directors’ report. The Chairman, Mr Whittle, is a non-executive director. The roles of chairman and the executive director are not exercised by the same individual as there is a clear division of responsibility between them. Independence of non-executive directors and the chairman of the board The board monitors the independence of each board member on a regular ongoing basis. The board has assessed the independence of the non-executive directors and the Chairman. Although Messrs Dunmore, Whittle and Gasteen hold 918,711, 668,397 and 520,000 fully paid ordinary shares respectively, the board considers these holdings to be immaterial, being significantly below the holdings threshold to be considered as substantial shareholders as defined by the Corporations Act. The non-executive directors have no business or other relationship which is likely to compromise their independence. Individual directors are required to keep the board advised of any interests that could potentially create conflict with those of the Company. Nominations Committee The nominations committee consists of the following directors: Peter Moore (Chair) Richard Cottee Andrew Whittle Details of these directors’ qualifications are set out in the directors’ report. The role of the Nominations Committee is to review Board composition, performance and Board succession planning. Conflict of Interest Directors and senior management are required to advise the Chairman of any existing or potential conflict of interest. When necessary, the Chairman will refer the matter to the board for determination. Term of office Under the constitution of the Company, the directors, other than the Managing Director, are obliged to present one third of their company for retirement and potential re-election at each annual general meeting of the Company. Independent professional advice In the proper performance of their duties, each director has the right to seek a reasonable level of independent professional advice on matters concerning the Company at the Company’s expense, after obtaining the Chairman’s approval, which will not be unreasonably withheld. Each director has the right of access to all relevant Company information and to the Company’s executives. Principle 2.5 recommendation is currently not adopted: Recommendation Explanation/ Reference Rec 2.5 Companies should disclose the process for evaluating the performance of the board, its committees and individual directors Given the size and nature of the Company a formal process for performance evaluation has not yet been developed. 35 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 CORPORATE GOVERNANCE STATEMENT Principle 3: Promote ethical and responsible decision making Ethical standards and code of conduct The directors acknowledge the need for, and continued maintenance of, the highest standards of ethical conduct by all directors and employees of the Company. All directors, executives and employees are required to abide by laws and regulations, to respect confidentiality and the proper handling of information and act with their highest standards of honesty, integrity, objectivity and ethics in all dealings with each other, the Company, customers, suppliers and the community. The board has developed a Code of Conduct reflecting its high standards and expectations. The Code of Conduct will be regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism. The Code of Conduct is available on the Central Petroleum Limited website. Share trading The Company has adopted a Share Trading Policy for the directors and employees, which is appropriate for a Company whose shares are admitted to trading on the ASX, and the Company will take all reasonable steps to ensure compliance by its directors and any relevant employees. The Share Trading Policy is summarised as follows: • Consistent with the legal prohibitions on insider trading contained in the Corporations Act, all employees, officers and directors are prohibited from trading in the Company’s securities while in possession of unpublished price sensitive information. • Unpublished price sensitive information is information, which a reasonable person would expect to have a material affect on the price or value of the Company’s securities. Examples may include: o o o o the financial results of the Company and any of its subsidiaries; projections of future earnings or losses; changes in senior management; and results of drilling and or production testing. It should be noted that either positive or negative information may be material. An employee, officer or director, whilst in possession of unpublished price sensitive information, is subject to three restrictions: • • • they must not deal in securities affected by information; they must not cause or procure anyone else to deal in those securities; and they must not communicate the information to any person if they know or ought to know that the other person will use the information, directly in directly, for dealings in securities. Employees, officers and directors are required to advise the Company Secretary of their intentions prior to undertaking any transaction in the Company’s securities. If an employee, officer or director is considered to possess unpublished price sensitive information, they will be precluded from making a security transaction until one trading day after the time of public release of that information. Related party matters Directors and senior management are required to advise the Chairman of any related party contract or potential contract. The Chairman will inform the board and the reporting party will be required to remove himself/herself from all discussions and decisions involving the matter. Prior board approval will be required for all proposed contracts. Diversity The Company values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its goals. The Company has formulated a diversity policy, which can be viewed on its website. At the end of the current reporting period there were 7 women in the whole organisation representing 27% of total employees. There were no women in senior executive or board positions. 36 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 CORPORATE GOVERNANCE STATEMENT Principle 4: Safeguard integrity in financial reporting Reporting and assurance When considering the financial reports, the board receives a written statement declaration in accordance with section 295A of the Corporations Act, signed by the Managing Director and Chief Financial Officer that the Company’s financial reports give a true and fair view, in all material respects, of the Company’s financial position and its performance and comply in all material respects with relevant accounting standards. This statement also confirms that the Company’s financial reports are founded on a sound system of risk management and internal control and that the system is operating effectively in relation to financial reporting risks. Similarly, in a separate written statement the Managing Director and Chief Financial Officer also confirm to the board that the Company’s risk management and internal control systems are operating effectively in relation to material business risks for the period, and that nothing has occurred since period-end that would materially change the position. Financial reporting Monthly results are circulated to the board of directors and Chief Financial Officer for review. Rolling cash flow forecasts are prepared on a regular basis. Exploration expenditure is measured against approved programme budgets. Audit Committee The board has established an audit committee which consists of the following non-executive directors: Wrixon Gasteen (Chair) Andrew Whittle Robert Hubbard Details of these directors’ qualifications are set out in the directors’ report. The audit committee operates in accordance with a charter which is available on the Company’s website. External Auditors The Company and audit committee policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed regularly. PwC was appointed auditor for the first time for the financial year ended 30 June 2011. It is PwC’s policy to rotate audit engagement partners on listed companies at least every five years. An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in the directors’ report and in note 5 to the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the audit committee. The external auditor will attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report. Principle 5: Make timely and balanced disclosure Continuous disclosure The directors are committed to keeping the market fully informed of material developments to ensure compliance with the listing rules and the Corporations Act. At each board meeting, specific consideration is given as to whether any matters should be disclosed under the Company’s continuous disclosure policy. The practice of senior management is to review and authorise any Company announcement to ensure that the information is factual, timely, clearly expressed and contains all material information so that investors can make appropriate assessments of the information for investment decisions. 37 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 CORPORATE GOVERNANCE STATEMENT Principle 5.1 recommendation is currently not adopted: Recommendation Rec 5.1 Companies should establish written policies designed to ensure compliance with ASX disclosure Listing Rule requirements and to ensure accountability at a senior level for that compliance and disclose those policies or a summary of those policies. Explanation/ Reference The Company has established a practice of evaluating continuous disclosure issues as a part of each formal board meeting. The board is acutely aware of the continuous disclosure regime and believes there are strong informal systems in place to ensure compliance. Disclosure of the Company’s approach to continuous disclosure is set out above. Principle 6: Respect the rights of shareholders Shareholder relations The directors aim to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the Company. Information on all major developments affecting the Company is available to shareholders through: • • • the Company’s annual report; quarterly and half yearly reports; the annual general meeting of the Company and other meetings called to obtain approval for board actions as appropriate. All shareholders who are unable to attend these meetings will be encouraged to communicate issues or ask questions by writing or emailing to the Company; and • mandatory ASX announcements on the Company website. The Company will take advantage of technology, such as the Company website, to provide greater opportunities for effective communication with shareholders and to encourage participation at meetings. Information disclosed to the Australian Securities Exchange (“ASX”) is available to shareholders via the ASX website. In addition various reports and announcements are made available on the Company’s website where there is also an option for shareholders to register their email address for updates made by the Company from time to time. All shareholders are entitled to receive a copy of the Company’s annual and half-yearly reports and these reports are also made available on the Company’s website. Principle 7: Recognise and manage risk The board is responsible for satisfying itself annually, or more frequently as required, that management has developed and implemented a sound system of risk management and internal control. Detailed work on this task is delegated to the audit committee for review by the full board. The audit committee is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. In providing this oversight they review and obtain reasonable assurance that the financial risk management, internal control and information systems are operating effectively to produce accurate, appropriate and timely management and financial information. Business risk management The board acknowledges that it is responsible for the overall internal control and risk management framework. Accordingly, the board has implemented the following control framework: Special functional reporting: The board has identified a number of key areas which are subject to regular reporting to the board such as safety, environmental, insurance and legal matters. Investment appraisal: The Company has set clearly defined guidelines for capital expenditure. These include annual budgets, detailed appraisal and review procedures, levels of authority and due diligence requirements. Capital expenditure and revenue commitments above a certain size require prior board approval. Procedures exist to ensure that business transactions are properly authorised and executed. 38 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 CORPORATE GOVERNANCE STATEMENT The Board receives regular reports about the financial condition and operating results of the Group. The Managing Director and Chief Financial Officer annually provide a declaration in the form required by section 295A of the Corporations Act. Principle 7.1 and 7.2 recommendations not complied with: Recommendation Rec 7.1 Companies should establish policies the oversight and management of material business risks and disclose a summary of those policies. for Rec 7.2 The Board should require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as the Company’s the effectiveness of management of its material business risks. to Explanation/ Reference The Company has not established a formal, written risk management policy. Disclosure of the Company’s approach to risk management is set out above. The Company has not established a formal, written risk management and internal control system. the Company’s approach to risk management and internal control is set out above. Disclosure of Principle 8: Remunerate fairly and responsibly On matters of remuneration, the board has policies that were established to review the remuneration policies and practices of the Company to ensure that it remunerates fairly and responsibly. Remuneration Committee The Remuneration Committee consists of the following directors: Robert Hubbard (Chair) Peter Moore Andrew Whittle Details of these directors’ qualifications are set out in the directors’ report. The remuneration policy of the board is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and maintain talented and motivated directors and employees. The policy is designed for: • • • • decisions in relation to executive and non-executive remuneration policy; decisions in relation to remuneration packages for executive directors and senior management; decisions in relation to merit recognition arrangements and termination arrangements; and ensuring that any equity-based executive remuneration is made in accordance with the thresholds set in plans approved by shareholders. Non-executive directors’ remuneration policy The structure of non-executive directors’ remuneration is distinguished from that of executives. Remuneration for non-executive directors is fixed. Total remuneration for all directors, as approved by shareholders, is not to exceed $750,000 per annum. Neither the non-executive directors nor the executives of the Company receive any retirement benefits, other than superannuation. Executive directors’ remuneration policy Executive directors are employed pursuant to employment agreements, except for Richard Cottee whose services are provided to the Company by a secondment arrangement under an Intercompany Services Agreement with Freestone Energy Partners Pty Ltd. A summary of the Executive Director’s employment agreement is set out in the remuneration report. 39 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 AUDIT REPORT Contents Page Financial statements Consolidated statement of comprehensive income ............................................................................41 Consolidated statement of financial position ......................................................................................42 Consolidated statement of changes in equity .....................................................................................43 Consolidated statement of cash flows ................................................................................................44 Notes to the consolidated financial statements ..................................................................................45 Directors’ declaration .....................................................................................................................................88 Independent auditor’s report to the members ................................................................................................89 ASX additional information .............................................................................................................................91 These financial statements are the consolidated financial statements of the Consolidated Entity consisting of Central Petroleum Limited and its subsidiaries. The financial statements are presented in Australian currency. Central Petroleum Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: 56-58 Jephson Street Toowong Queensland 4066 A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of operations and activities which forms part of the directors’ report on pages 6 to 21. These pages are not part of these financial statements. The financial statements were authorised for issue by the directors on 30 September 2014. The directors have the power to amend and reissue the financial statements. Through the use of the internet we have ensured that our corporate reporting is timely and complete. Press releases, links on our website: www.centralpetroleum.com.au information are available via financial reports and other the C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 C O N S O L I D AT E D S T AT E M E N T O F C O M P R E H E N S I V E I N C O M E F O R T H E Y E AR E N D E D 30 J U N E 2014 Operating revenue Cost of sales Gross profit Other income Share based employment benefits General and administrative expenses Business combination transaction fees Depreciation & amortisation Employee benefits and associated costs Exploration expenditure Finance costs Loss before income tax Income tax credit Loss for the year Note 2014 $ 2013 $ 3,718,102 (3,016,494) 701,608 1,530,668 (2,818,231) (2,517,230) (1,914,004) (1,127,155) (3,120,279) (4,659,886) (1,040,975) - - - 9,278,979 (2,168,210) (5,274,931) - (456,880) (3,666,321) (6,977,912) (18,118) (14,965,484) (9,283,393) 4,107,498 - (10,857,986) (9,283,393) 2 30(c) 33 3 3 4 20 Other comprehensive loss for the year, net of tax - - Total comprehensive loss for the year (10,857,986) (9,283,393) Total comprehensive loss attributable to members of the parent entity (10,857,986) (9,283,393) Basic and diluted loss per share (cents) 21 (3.42) (3.30) 1 1 On 27 September 2013 the shareholders approved that every 5 ordinary shares held be converted into 1 ordinary share (subject to rounding). Due to share consolidation, the 30 June 2013 basic and diluted earnings per share have been restated to reflect the share consolidation impact on the 30 June 2013 contributed equity. The accompanying notes form part of these financial statements. 41 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 C O N S O L I D AT E D S T AT E M E N T O F F I N AN C I AL P O S I T I O N AS AT 30 J U N E 2014 ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Assets held for sale Total current assets Non-current assets Property, plant and equipment Exploration assets Intangible assets Other financial assets Goodwill Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Interest-bearing liabilities Provisions Total current liabilities Non-current liabilities Interest-bearing liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Accumulated losses Total equity Note 2014 $ 2013 $ 6 7 8 9 10 11 12 13 33 14 15 16 15 17 10,330,474 2,953,300 1,940,983 1,000,000 1,308,307 6,934,816 975,281 - 16,224,757 9,218,404 46,266,152 16,869,693 19,521 2,423,185 3,906,270 1,285,300 16,702,228 29,294 1,854,620 - 69,484,821 19,871,442 85,709,578 29,089,846 10,476,308 255,760 2,236,372 3,332,034 - 952,179 12,968,440 4,284,213 23,761,593 5,910,832 29,672,425 - 159,709 159,709 42,640,865 4,443,922 43,068,713 24,645,924 18 19 20 155,223,040 14,448,696 (126,603,023) 130,258,022 10,132,939 (115,745,037) 43,068,713 24,645,924 The accompanying notes form part of these financial statements. 42 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 C O N S O L I D AT E D S T AT E M E N T O F C H AN G E S I N E Q U I T Y F O R T H E Y E AR E N D E D 30 J U N E 2014 Contributed equity $ Reserves $ Accumulated Losses $ Total $ Total equity at 1 July 2012 122,700,723 7,964,729 (106,461,644) 24,203,808 Total loss for the year Other comprehensive loss Total comprehensive loss for the year Transactions with owners in their capacity as owners Share based payments Share and option issues Share issue costs - - - - 7,560,206 (2,907) - - - (9,283,393) (9,283,393) - - (9,283,393) (9,283,393) 2,168,210 - - 7,557,299 2,168,210 - - - - 2,168,210 7,560,206 (2,907) 9,725,509 Balance at 30 June 2013 130,258,022 10,132,939 (115,745,037) 24,645,924 Total loss for the year Other comprehensive loss Total comprehensive loss for the year Transactions with owners in their capacity as owners Share based payments Options issued for financing Share and option issues Share issue costs - - - - - 25,614,373 (649,355) - - - (10,857,986) (10,857,986) - - (10,857,986) (10,857,986) 2,818,231 1,497,526 - - 24,965,018 4,315,757 - - - - - 2,818,231 1,497,526 25,614,373 (649,355) 29,280,775 Balance at 30 June 2014 155,223,040 14,448,696 (126,603,023) 43,068,713 The accompanying notes form part of these financial statements. 43 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 C O N S O L I D AT E D S T AT E M E N T O F C AS H F L O W S F O R T H E Y E AR E N D E D 30 J U N E 2014 Note 2014 $ 2013 $ Cash flows from operating activities Receipts from customers Interest received Other income Interest & borrowing costs Payments to suppliers and employees (inclusive of GST) 2,105,060 406,273 7,931,000 (375,000) (9,589,572) - 140,500 2,488,000 (18,117) (14,762,849) Net cash inflow / (outflow) from operating activities 26 477,761 (12,152,466) Cash flows from investing activities Payments for property, plant and equipment Payments for exploration assets Payments to acquire subsidiary Payment of business combinations transaction fees Proceeds from sale of investments Redemption / (Acquisition) of security deposits and bonds 33 33 (3,344,272) - (20,595,871) (1,914,004) - (566,466) (642,300) (500,000) - - 1,800,000 56,460 Net cash inflow/(outflow) from investing activities (26,420,613) 714,160 Cash flows from financing activities Proceeds from the issue of shares and options Proceeds from borrowings Net cash inflow from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year Non-cash financing and investing activities 6 27 9,965,018 25,000,000 34,965,018 641,381 - 641,381 9,022,167 (10,796,925) 1,308,307 12,105,232 10,330,474 1,308,307 The accompanying notes form part of these financial statements. 44 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Central Petroleum Limited (“the Company”) and its subsidiaries (collectively “the Group” or “Consolidated Entity”). (a) Basis of Preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and the Corporations Act 2001. Central Petroleum Limited is a for-profit entity for the purpose of preparing the financial statements. (i) Going concern The consolidated financial statements of the Group have been prepared on a going concern basis, which contemplates continuity of business activities and realisation of assets and the settlement of liabilities in the ordinary course of business. For the year ended 30 June 2014 the Group incurred a loss before tax of $14,965,484 (2013: $9,283,393) and a cash inflow from operating activities of $477,761 (2013: outflow of $12,152,466). These results are consistent with the initial exploration, appraisal, development and production phase of the business. Consequently the Group may need to raise further equity capital in the future. As at 30 June 2014 the Group had cash assets including joint arrangement balances amounting to $10,330,474. Since year end, the company has entered into binding agreements to raise an additional $6,000,000 from a share placement, funds to be received no later than 1 October 2014. The Group continually monitors its cash flow requirements to ensure that it has sufficient funds to meet its contractual commitments and adjusts its spending, particularly with respect to discretionary exploration activity and corporate overhead accordingly. The Directors have also, during the year, undertaken a strategic review of the Group’s operations and portfolio. The result of the strategic review has been a significant reduction in the Group’s overheads and a number of initiatives to streamline the Group’s business. Furthermore Central Petroleum executed an Equity Line of Credit (ELOC) facility with Long State Investment Limited (LSI) in June 2013. The term of the ELOC is 2 years (June 2015), with an option for Central to extend it for a further 6 months. Under the facility, Central may place ordinary shares with LSI at the prevailing 5-day VWAP subject to a maximum of $250,000 for each 5 ASX trading days and a total aggregate funding under the ELOC of $10 million. Further terms of the ELOC are set out in note 18(g). The Directors believe that the Company will be successful in sourcing funds when required and will meet its debts and commitments as they fall due and, accordingly, have prepared the financial statements on a going concern basis. The directors, therefore, are of the opinion that no asset is likely to be realised for an amount less than the amount it is recorded in the financial report at 30 June 2014. Accordingly no adjustments have been made to the financial report relating to the recoverability and classification of the asset carrying amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. (ii) Compliance with IFRS The consolidated financial statements of the Central Petroleum Limited Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). (iii) Early adoption of standards The Group has not applied any pronouncements to the annual reporting period beginning on 1 July 2013 where such application would result in them being applied prior to them becoming mandatory. (iv) Historical cost convention These financial statements have been prepared under the historical cost convention. (v) Critical accounting judgements and key sources of estimate uncertainty In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions regarding carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements. Actual results may differ from these estimates. Key judgements in applying the entity’s accounting policies are required in the following areas: 45 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. Summary of significant accounting policies (continued) Rehabilitation The Group recognises any obligations for removal and restoration that are incurred during a particular period as a consequence of having undertaken exploration and evaluation activity. The Group makes provision for future restoration expenditure relating to work previously undertaken based on management’s estimation of the work required. Share-based payments The Group is required to use assumptions in respect of their fair value models, and the variable elements in these models, used in determining share based payments. The directors have used a model to value options, which requires estimates and judgements to quantify the inputs used by the model. Impairment of capitalised exploration and evaluation expenditure The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the lease itself or, if not, whether it successfully recovers the related exploration and evaluation expenditure through sale. Factors that impact recoverability may include, but are not limited to, the level of resources and reserves, the cost of production, legal changes and commodity price changes. Acquisition expenditure is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that the capitalised acquisition expenditure is determined not to be recoverable in future, profits and net assets will be reduced in the period in which this determination is made. Taxation The Group’s accounting policy for taxation requires management’s judgement in relation to the types of arrangements considered to be a tax on income in contrast to an operating cost. Judgement is also made in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the Consolidated Statement of Financial Position. Deferred tax assets, including those arising from un-recouped tax losses, capital losses, and temporary differences arising from the Petroleum Resource Rent Tax (Imposition – General) Act 2011, are recognised only where it is considered more likely than not they will be recovered, which is dependent on the generation of sufficient future taxable profits. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility changes in circumstances will alter expectation, which may impact the amount of deferred tax assets and deferred tax liabilities recognised on the Consolidated Statement of Financial Position and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to the Consolidated Statement of Comprehensive Income. (b) (i) Principles of consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Central Petroleum Limited (‘Company’ or ‘Parent Entity’) as at 30 June and the results of all subsidiaries for the year then ended. Central Petroleum Limited and its subsidiaries together are referred to in this financial report as the Group or the Consolidated Entity. Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. The acquisition method is used to account for business combinations by the Group. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non controlling interests (if applicable) in the results and equity of subsidiaries are shown separately in the statement of comprehensive income, statement of changes in equity and statement of financial position respectively. 46 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. (b) Summary of significant accounting policies (continued) Principles of consolidation (continued) Joint Arrangements (ii) Under AASB 11 Joint Arrangements investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. Joint operations The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Details of the joint operation are set out in note 32. (c) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Management Team. (d) Foreign currency translation Functional and presentation currency (i) Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in Australian dollars, which is Central Petroleum Limited’s functional currency and presentation currency. Transactions and balances (ii) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. (e) Revenue recognition Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: (i) Sale of oil and gas Revenue is recognised when the significant risks and rewards of ownership of the product have passed to the buyer and the amount of revenue can be measured reliably. Risks and rewards are considered to have passed to the buyer at the time of delivery of the product to the customer. (ii) Interest Income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial assets. (iii) Government grants Grants from the government, including research and development concessions, are recognised at their fair value where there is a reasonable assurance that the grant or refund will be received and the Group has or will comply with any conditions attaching to the grant or refund. 47 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. (f) Summary of significant accounting policies (continued) Income tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the end of the reporting period in the countries where entities in the Group generate taxable income. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Central Petroleum Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (g) Leases Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Consolidated Entity will obtain ownership by the end of the lease term. Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases (note 29). Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. (h) Impairment of assets Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. 48 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. (i) Summary of significant accounting policies (continued) Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts (if applicable) are shown within borrowings in current liabilities in the statement of financial position. (j) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are generally due for settlement within 90 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 90 days overdue) are considered indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the impairment loss is recognised in profit or loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss. (k) Inventories Inventories comprise hydrocarbon stocks, drilling materials and spare parts and are valued at the lower of cost and net realisable value. Costs are assigned to individual items of inventory on a first in first out cost basis. Cost of inventory includes the purchase price after deducting any rebates and discounts, as well as any associated freight charges. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. (l) Other financial assets Classification The Group’s financial assets consist of loans and receivables. These are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non- current assets. Loans and receivables are included in trade and other receivables (note 7) and other financial assets (note 12) in the statement of financial position. Amounts paid as performance bonds or amounts held as security for bank guarantees in satisfaction of performance bonds are classified as other financial assets. Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Loans and receivables are subsequently carried at amortised cost using the effective interest method. 49 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. (m) Summary of significant accounting policies (continued) Property, plant and equipment – development and production assets Assets in Development The costs of oil and gas properties in the development phase are separately accounted for and include costs transferred from exploration and evaluation assets once technical feasibility and commercial viability of an area of interest are demonstrable, and all development drilling and other subsurface expenditure. When production commences, the accumulated costs are transferred to producing areas of interest except for land and buildings and surface plant and equipment associated with development assets which are recorded in the land and buildings and plant and equipment categories respectively. Producing Assets The costs of oil and gas properties in production are separately accounted for and include costs transferred from exploration and evaluation assets, transferred development assets and the ongoing costs of continuing to develop reserves for production including an estimate of the costs to restore the site. Land and buildings and surface plant and equipment associated with producing areas of interest are recorded in the other land and buildings and other plant and equipment categories respectively. Depreciation of Producing Assets Depreciation of producing assets is calculated using the units of production method for an asset or group of assets from the date of commencement of production. Depletion charges are calculated using the units of production method which will amortise the cost of carried forward exploration, evaluation and subsurface development expenditure (“subsurface assets”) over the life of the estimated Proven plus Probable (“2P”) hydrocarbon reserves for an asset or group of assets, together with future subsurface costs necessary to develop the hydrocarbon reserves in the respective asset or group of assets. (n) Property, plant and equipment – other than development & production assets All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Land is not depreciated. Depreciation of plant and equipment is calculated on a reducing balance basis so as to write off the net costs of each asset over the expected useful life. The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the profit or loss. The expected useful life for each class of depreciable assets is: Class of Fixed Asset Buildings Expected useful life 40 years Leasehold Improvements 2 – 6 years Plant and Equipment Motor Vehicles 2 – 10 years 5 – 10 years 50 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. (o) Summary of significant accounting policies (continued) Exploration expenditure Exploration and evaluation costs are expensed as incurred. Acquisition costs of rights to explore are accumulated in respect of each separate area of interest. Acquisition costs are carried forward where right of tenure of the area of interest is current and these costs are expected to be recouped through sale or successful development and exploitation of the area of interest or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated costs written off to the extent that they will not be recoverable in the future. Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until production commences. (p) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition, except contributions to Joint Arrangements that are settled in line with the Joint Operating Agreements. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. (q) (i) Provisions Restoration The Group records the present value of the estimated cost of legal and constructive obligations to restore operating locations in the period in which the obligation arises. The nature of restoration activities includes the removal of facilities, abandonment of wells and restoration of affected areas. A restoration provision is recognised and updated at different stages of the development and construction of a facility and then reviewed on an annual basis. When the liability is initially recorded, the estimated cost is capitalised by increasing the carrying amount of the related exploration and evaluation assets or property plant and equipment. Over time, the liability is increased for the change in the present value based on a pre-tax discount rate appropriate to the risks inherent in the liability. The unwinding of the discount is recorded as an accretion charge within finance costs. The carrying amount capitalised in property plant and equipment is depreciated over the useful life of the related asset (refer to Note 1(m)). Costs incurred that relate to an existing condition caused by past operations and do not have a future economic benefit are expensed. (ii) Other Provisions for legal claims and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. 51 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. r) Summary of significant accounting policies (continued) Employee benefits (i) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave and long service leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. (ii) Other long-term employee benefit obligations The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. (iii) Share-based payments Share-based compensation benefits are provided to employees (including directors) by Central Petroleum Limited. The fair value of options granted is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted, which includes any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non-market performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. (iv) Termination benefits Termination benefits are payable when employment is terminated by the group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The group recognises termination benefits at the earlier of the following dates: (a) when the group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of AASB 137 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value. (s) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (t) Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. 52 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. (u) (i) Summary of significant accounting policies (continued) Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares by the weighted average number of ordinary shares outstanding during the financial year. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the exercise of all dilutive potential ordinary shares. (v) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (w) Parent entity financial information The financial information for the parent entity, Central Petroleum Limited, disclosed in note 23, has been prepared on the same basis as the consolidated financial statements except as set out below. (i) Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Central Petroleum Limited. (ii) Tax consolidation legislation Central Petroleum Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, Central Petroleum Limited, and the controlled entities in the tax consolidated Group account for their own current and deferred tax amounts where recognition of such is permitted under accounting standards. These tax amounts are measured as if each entity in the tax consolidated Group continues to be a stand alone taxpayer in its own right. In addition to its own current and deferred tax amounts, Central Petroleum Limited also recognises the current tax liabilities or assets and the deferred tax assets arising from unused tax losses from controlled entities, where permitted to recognise such assets under accounting standards. (x) Business combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether it measures the non-controlling interest in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. 53 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 1. (x) Summary of significant accounting policies (continued) Business combinations (continued) If the business combination is achieved in stages, the acquisition date fair value of the acquirers previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability will be recognised in accordance with AASB 139 in profit or loss. If the contingent consideration is classified as equity it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of AASB 139, it is measured in accordance with the appropriate AASB. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquirer are assigned to those units. Where goodwill forms part of the cash generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. (y) Standards, amendments and interpretations (i) New and amended standards adopted by the group The group has applied the following standards and amendments for first time for their annual reporting period commencing 1 July 2013: • AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of Interests in Other Entities, AASB 128 Investments in Associates and Joint Ventures, AASB 127Separate Financial Statements and AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards. • AASB 2012-10 Amendments to Australian Accounting Standards – Transition Guidance and other Amendments which provides an exemption from the requirement to disclose the impact of the change in accounting policy on the current period. • AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 • AASB 119 Employee Benefits (September 2011) and AASB 2011-10 Amendments to Australian Accounting Standards arising from AASB 119 (September 2011) • AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle. No changes in accounting policies or adjustments to the amounts recognised in the financial statements resulted from the adoptions of these standards. The standards only affected the disclosures in the notes to the financial statements. policies (iI) New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2014 reporting periods. The group have concluded these standards and interpretations are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. 54 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 2. Other income Interest Research and development refunds Century legal claim settlement Gain on sale of investment Other Total other income 3. Expenses Loss before income tax includes the following specific expenses: Depreciation Buildings Producing assets Restoration assets Plant and equipment Leasehold improvements Total depreciation Amortisation Software 2014 $ 2013 $ 307,274 234,170 1,196,296 5,799,252 - - 1,500,260 1,744,796 27,098 501 1,530,668 9,278,979 7,094 513,435 69,146 502,611 20,824 844 - - 432,695 850 1,113,110 434,389 14,045 22,491 Write off of property, plant and equipment - 503,703 Rental expense relating to operating leases – Minimum lease payments 697,419 1,127,274 Interest paid to suppliers and joint arrangement partners - 18,118 Finance costs Interest charge on Macquarie debt facility Borrowing costs on Macquarie debt facility Amortisation of deferred finance costs Accretion charge 55 528,067 375,000 81,956 55,952 1,040,975 - - - 6,000 6,000 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 4. Income tax This note provides an analysis of the group’s income tax credit, shows what amounts are recognised directly in equity and how the tax credit is affected by non-assessable and non- deductible items. It also explains significant estimates made in relation to the group’s tax position. 2014 $ 2013 $ - 4,107,498 4,107,498 - - - (14,965,484) (9,283,393) 4,489,645 2,785,017 - (439,309) (253) (2,553) (845,469) (650,463) 344,365 - - - - - (12,293) 55,493 5,709 (497,280) 3,549,232 1,683,377 - - 125,514 (1,808,891) 558,267 4,107,498 - - (a) Income tax expense Current tax Deferred tax (b) Numerical reconciliation of income tax expense and prima facie tax benefit Loss before income tax expense Prima facie tax benefit at 30% (2013: 30%) Tax effect of amounts which are not deductible in calculating taxable income: Depreciation on buildings Non-deductible expenses Share based payments Non-assessable income Movement in items of deferred tax not recognised: Provisions and accruals Blackhole expenditure Accrued income Capitalised exploration expenditure Over provision in prior year Deferred tax assets not recognised Recognition of previously unrecognised DTA Income tax credit 56 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 4. Income tax (continued) (c) Amounts recognised directly in equity Aggregate deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity: Net deferred tax – debited directly to equity Deferred tax liabilities / (assets) not recognised Net amounts recognised directly in equity 2014 $ 2013 $ (149,335) (417,463) 149,335 417,463 - - (d) Tax losses Unutilised tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 30% 110,171,946 121,551,151 33,051,584 36,465,345 (e) Deferred tax assets and liabilities Deferred tax assets Provisions Blackhole expenditure Borrowing costs PRRT Unutilised losses Total deferred tax assets before set-offs 2,469,168 627,823 75,422 40,434,838 352,106 842,719 - - 41,321,238 36,465,345 84,928,489 37,660,170 Set-off of deferred tax liabilities pursuant to set-off provisions (8,269,654) (2,949,752) Net deferred tax assets not recognised 76,658,835 34,710,418 Movements Opening balance at 1 July (Charged) / Credited to the income statement Closing balance at 30 June 2,949,752 3,147,281 5,319,902 (197,529) 8,269,654 2,949,752 Deferred tax assets to be recovered after more than 12 months 8,253,466 2,949,752 Deferred tax assets to be recovered within 12 months 16,188 - 8,269,654 2,949,752 57 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 4. Income tax (continued) (e) Deferred tax assets and liabilities Deferred tax liabilities Accrued income Capitalised exploration expenditure Producing properties Development well Other 2014 $ 2013 $ 2,594 5,709 4,219,124 2,944,043 2,360,870 1,685,650 1,416 - - - Total deferred tax liabilities before set-offs 8,269,654 2,949,752 Set-off of deferred tax liabilities pursuant to set-off provisions (8,269,654) (2,949,752) Net deferred tax liabilities - - Movements Opening balance at 1 July Charged / (Credited) to the income statement DTL arising on Business Combination Closing balance at 30 June Deferred tax liabilities to be recovered after more than 12 months Deferred tax liabilities to be recovered within 12 months 2,949,752 3,147,281 1,212,404 (197,529) 4,107,498 8,269,654 2,949,752 8,253,466 2,949,752 16,188 - 8,269,654 2,949,752 58 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 5. Remuneration of auditors The following fees were paid or payable for services provided by PwC Australia, the auditor of the Company, its related practices and non-related audit firms: (i) Audit and other assurance services 2014 Audit and review of financial statements Under provision for 2013 audit and review of financial statements Southern Georgina joint arrangement audit (ii) Taxation services Tax compliance (iii) Other services Magellan transaction due diligence Remuneration benchmarking Forensic services 133,506 7,271 3,000 89,850 14,484 - 143,777 104,334 82,266 82,266 83,209 83,209 181,607 10,000 - 191,607 - 12,500 20,240 32,740 Total remuneration of PwC 417,650 220,283 6. Cash and cash equivalents Cash at bank and in hand 10,330,474 1,308,307 Made up as follows; Corporate Joint arrangements (a) (b) 8,740,088 1,248,036 1,590,386 60,271 10,330,474 1,308,307 (a) $2,192,082 of this balance relates to cash drawn from the Macquarie Bank Limited debt facility used to fund the Dingo Gas field development project. (2013: $nil), and is restricted to use in the project. (b) $807,914 of this balance relates to the Group share of cash balances held by the Southern Georgina Joint Arrangement (2013: $51,373). Risk exposure The Group’s exposure to interest rate risk is discussed in Note 31. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of cash and cash equivalents. 59 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 7. Trade and other receivables Current Trade receivables Accrued income Other receivables GST receivables Prepayments 2014 $ 2013 $ (a) 868,282 1,311,154 - 286,617 487,247 - - 888,429 34,513 124,643 Research and development refund from Australian Tax Office - 5,887,231 2,953,300 6,934,816 (a) Accrued income relates to the revenue recognition of oil and gas volumes delivered to respective customers not yet invoiced. The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in Note 31. 8. Inventories Crude oil & natural gas Spares parts and consumables Drilling materials and supplies at cost 9. Assets held for sale Land and buildings 97,296 534,691 1,308,996 1,940,983 - - 975,281 975,281 33 1,000,000 1,000,000 - - As part of the Magellan acquisition, an office and yard was acquired in Alice Springs. An independent valuation was obtained providing a fair value of $1,000,000. The office and yard are to be sold with funds used to retire debt on the Macquarie finance facility. The Group continues to negotiate the sale. 60 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 10. Property, plant and equipment Freehold Land & Buildings $ Producing Assets $ Assets in Development $ Plant and equipment $ Restoration asset $ Total $ Year ended 30 June 2013 Opening net book amount 425,341 Additions Disposals and write offs - - Depreciation charge (844) Closing net book amount 424,497 At 30 June 2013 Cost 430,947 Accumulated depreciation (6,450) Net book amount 424,497 Year ended 30 June 2014 - - - - - - - - - - - - - - - - 1,355,424 442,627 (503,703) (433,545) 860,803 2,052,625 (1,191,822) 860,803 1,780,765 442,627 (503,703) (434,389) 1,285,300 2,483,572 (1,198,272) 1,285,300 - - - - - - - Opening net book amount 424,497 - - 860,803 - 1,285,300 Additions Additions – business combs1. Transfer from exploration Disposals and write offs - - - - 2,953,503 2,405,766 1,132,084 107,318 6,598,671 15,859,734 16,013,524 2,953,036 4,201,265 39,027,559 - - - - - - 482,535 482,535 (14,803) - (14,803) (523,435) (69,146) (1,113,110) Depreciation charge (7,094) (513,435) Closing net book amount 417,403 18,299,802 18,419,290 4,407,685 4,721,972 46,266,152 At 30 June 2014 Cost 430,947 18,813,237 18,419,290 6,023,358 4,791,118 48,477,950 Accumulated depreciation (13,544) (513,435) - (1,615,673) (69,146) (2,211,798) Net book amount 417,403 18,299,802 18,419,290 4,407,685 4,721,972 46,266,152 1 Details regarding business combinations are contained in note 33 61 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 2014 $ 2013 $ 16,869,693 16,702,228 16,702,228 10,488,500 - - 7,388,793 (1,657,600) 650,000 - - 482,535 (482,535) - 16,869,693 16,702,228 33 10 270,373 270,373 (241,079) (218,588) 29,294 51,785 29,294 4,271 (14,044) 19,521 51,785 - (22,491) 29,294 274,644 270,373 (255,123) (241,079) 19,521 29,294 11. Exploration assets Acquisition costs of rights to explore Movements for the year: Balance at the beginning of the year Expenditure incurred during the year Expenditure written off during the year Additions – business combinations Restoration asset provided for during the year Restoration asset transferred to producing assets Balance at the end of the year 12. Intangible assets Software At the beginning of the year Cost Accumulated amortisation Net book value Movements for the year: Opening net book amount Additions Amortisation Closing net book amount At the end of the year Cost Accumulated amortisation Net book value 62 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 13. Other financial assets Security bonds on exploration permits Security bonds are provided to State or Territory governments in respect of certain performance obligations arising from awarded petroleum and mineral tenements. The bonds are typically provided as cash or as bank guarantees in favour of the State or Territory government secured by term deposits with the financial institution providing the bank guarantee. 14. Trade and other payables Trade payables Other payables Southern Georgina joint arrangement contribution Accruals Trade payables are usually non-interest bearing provided payment is made within the terms of credit. The consolidated entity’s exposure to liquidity and currency risks related to trade and other payables is disclosed in Note 31. 15. Interest bearing liabilities (a) Interest bearing liabilities (current) 1 Debt facilities (a) Interest bearing liabilities (non-current) 1 Debt facilities 1Details regarding interest bearing liabilities are contained in note 31(d). 2014 $ 2013 $ 2,423,185 1,854,620 3,893,054 2,572,419 797,713 4,305,514 1,480,027 33,545 322,058 404,012 10,476,308 3,332,034 255,760 255,760 23,761,593 23,761,593 - - - - 63 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 16. Current liabilities - Provisions Employee entitlements Onerous contracts Other (a) Movements in employee entitlements Carrying amount at start of year Provision made during the year Carrying amount at end of year 2014 $ 2013 $ (a) (b) 626,299 358,324 361,774 1,248,298 51,320 - 2,236,371 409,644 358,324 267,975 626,299 301,027 57,297 358,324 The current provision for employee entitlements includes accrued annual leave and long service leave. For long service leave it covers all unconditional entitlements where employees have completed the required period of service. The amount is presented as current, since the consolidated entity does not have an unconditional right to defer settlement for these obligations. However, based on past experience the consolidated entity does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken within the next 12 months. Leave obligations expected to be settled after 12 months 357,588 128,714 (b) Onerous contracts A provision for onerous contracts was recognised during the year in respect of operating lease commitments on both167 Eagle Street, Brisbane and Suite 3, Level 4 South Shore Centre, Perth. 17. Non-current liabilities - Provisions Restoration and rehabilitation (a) 4,907,070 542,535 Employee entitlements Onerous contracts (a) Movements in restoration and rehabilitation provision Carrying amount at start of year Provision made during the year Provision – business combinations Accretion charge Carrying amount at end of year 647,072 356,690 85,747 73,962 5,910,832 702,244 10 33 542,535 107,318 4,201,265 55,952 60,000 482,535 - - 4,907,070 542,535 Provisions for future removal and restoration costs are recognised where there is a present obligation as a result of exploration, extended production testing, transportation or storage activities having been undertaken, and it is probable that an outflow of economic benefits will be required to settle the obligation. The estimated future obligations include the costs of removing facilities, abandoning wells and restoring the affected areas. 64 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 2014 $ 2013 $ 18. Contributed equity (a) Share Capital 348,718,957 (2013: 1, 440,078,845) fully paid ordinary shares1 155,223,040 130,258,022 Ordinary shares have no par value and the company does not have a limited amount of authorised capital. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. 1 On 27 September 2013 shareholders approved every 5 ordinary shares held be converted into 1 ordinary share (subject to rounding). (b) Movements in ordinary share capital Balance at start of year Placement to institutional investors on 26 July 2013 at 10 cents per share shares of Share consolidation Exercise of listed options at 80 cents per share Exercise of listed options at 45 cents per share Placement of shares to Magellan Petroleum Australia Pty Ltd on 31 March 2014 at 38 cents per share as part of business combinations Exercise of listed options at 16 cents per share Exercise of unlisted options at 9.5 cents per share Exercise of unlisted options at 11 cents per share Issue of 50m ordinary shares at 13.8 cents in exchange for the remaining interest in EP97 from Rawson Resources Ltd Capital raising costs Number of shares 2014 2013 $ 2014 $ 2013 1,440,078,845 1,383,376,265 130,258,022 122,700,723 106,000,000 (1,236,863,076) 3,904 25,600 39,473,684 - - - - - 10,600,000 - 3,123 11,250 15,000,000 - - - - - - - - - 2,580 4,400,000 2,300,000 50,000,000 - - - - 413 418,000 253,000 6,888,793 - (649,355) (2,907) 348,718,957 1,440,078,845 155,223,040 130,258,022 (c) Options granted during the year The following options over unissued ordinary shares were granted by the Company during the year: Date of Issue Class Expiry Date Exercise Price 10 July 2013 Unlisted employee options 28 Nov 2013 Unlisted employee options 10 April 2014 Unlisted employee options 15 Nov 2015 15 Nov 2017 15 Nov 2015 $0.450 $0.475 $0.650 Number of Options 4,379,334 1,800,000 207,000 65 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 18. Contributed equity (continued) (d) Options exercised during the year The following options over unissued ordinary shares were exercised during the year: Class Expiry Date Exercise Price Listed options (CTPO) Unlisted employee options 31 Mar 2014 15 Nov 2015 $0.800 $0.450 (e) Options lapsed during the year The following options over unissued ordinary shares lapsed during the year: Class Expiry Date Exercise Price Unlisted employee options1 Unlisted employee options 30 Aug 2016 31 Mar 2014 $0.575 Various 1 options forfeited during the year (f) Unissued shares under option At year end, options over unissued ordinary shares of the Company are as follows: Class Expiry Date Exercise Price Number of Options 3,904 25,000 Number of Options 200,000 3,173,334 Number of Options Unlisted options (CTPO) Unlisted options (CTPO) Unlisted shareholder options Unlisted employee options Unlisted employee options Unlisted consulting options Unlisted employee options Unlisted director options Unlisted employee options Unlisted employee options Unlisted employee options Unlisted employee options Unlisted employee options Unlisted employee options Unlisted employee options Unlisted consulting options Unlisted director options Unlisted employee options 31 Mar 2015 30 Sep 2016 31 Mar 2015 31 May 2015 31 Oct 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 12 May 2016 20 Jul 2016 19 Aug 2016 30 Aug 2016 15 Nov 2016 30 Nov 2016 15 Nov 2017 15 Nov 2017 15 Nov 2017 $0.625 13,000,003 $0.500 $0.625 $0.610 $0.550 $0.450 $0.450 $0.450 $0.650 $0.600 $0.550 $0.575 $0.575 $0.475 $0.475 $0.450 $0.450 $0.475 15,000,000 65,000,000 1,268,000 120,000 9,683,634 4,354,334 1,366,670 207,000 40,000 669,334 400,000 600,000 2,318,668 400,000 24,900,773 2,733,335 1,800,000 None of the options entitle holders to participate in any share issue of the Company or any other entity. 66 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 18. Contributed equity (continued) (g) Capital risk management The Group’s objective when managing capital is to safeguard the ability to continue as a going concern to ultimately add value for shareholders through the exploitation and production of hydrocarbon resources. This is monitored through the use of cash flow forecasts. In order to maintain the capital structure, the Group may issue new shares or other equity instruments. Central Petroleum executed an Equity Line of Credit (ELOC) facility with Long State Investment Limited (LSI) in June 2013. The term of the ELOC is 2 years (June 2015), with an option for Central to extend it for a further 6 months on payment of $50,000. Under the facility, Central may place ordinary shares with LSI at the prevailing 5-day VWAP subject to a maximum of $250,000 for each 5 ASX trading days and a total aggregate funding under the ELOC of $10 million. To activate the ELOC a fee of $200,000 is payable. LSI will receive a 5% commission on any advances under the ELOC. In addition, LSI will receive up to 5 million unlisted options through 4 separate tranches that are subject to ELOC utilisation. 1.25 million options will be granted on Activation of the ELOC (first drawdown), and 1.25 million options will be granted when the aggregate advances first exceeds $2.5 million, $5.0 million, and $7.5 million. The options have an exercise price of 200% of the 20-day VWAP immediately preceding the date on which Central is required to grant the Options. The options have an exercise period of 5-years from the date of issue. To date, Central has not utilised the ELOC and no options have been granted. 2014 $ 2013 $ 19. Reserves Share options reserve 14,448,695 10,132,939 Movements: Balance at start of year Share based payments costs Options issued for financing Balance at end of year (a) (b) 10,132,939 2,818,231 1,497,525 7,964,729 2,168,210 - 14,448,695 10,132,939 (a) The reserve is primarily used to record the value of share based payments provided to employees and directors as part of their remuneration and underwriters of share placements. Refer to note 30 for further details of share based payments. (b) 15,000,000 options with an exercise price of $0.50 were issued to Macquarie bank in relation to the $50 million debt facility. These options were valued using a black scholes option pricing model. 67 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 20. Accumulated losses Movements in accumulated losses were as follows: Balance at the start of the year Net loss for the year Balance at the end of the year 2014 $ 2013 $ (115,745,037) (106,461,644) (10,857,986) (9,283,393) (126,603,023) (115,745,037) 21. Loss per share (a) Basic loss per share (cents) (3.42) (3.30) (b) Diluted loss per share (cents) (3.42) (3.30) (c) Loss used in loss per share calculation Loss attributable to ordinary equity holders of the Company (10,857,986) (9,283,393) (d) Weighted average number of ordinary shares Weighted average number of shares used as the denominator in calculating basic and diluted earnings per share 317,351,393 279,811,5901 Options on issue are considered to be potential ordinary shares and have not been included in the calculation of basic earnings per share. Additionally, any exercise of the options would be antidilutive as their exercise to ordinary shares would decrease the loss per share. In accordance with AASB 133 they are also excluded from the diluted loss per share calculation. Refer to Note18 for details of options on issue. 1 On 27 September 2013 shareholders approved every 5 ordinary shares held be converted into 1 ordinary share (subject to rounding). Due to share consolidation, the 30 June 2013 basic and diluted earnings per share have been restated to reflect the share consolidation impact on the 30 June 2013 contributed equity. 68 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 22. Segment reporting The Group has identified its operating segments based on the internal reports that are reviewed and used by the executive management team (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The following operating segments are identified by management based on the nature of the business or venture. Producing assets Production and sale of crude oil and pipeline natural gas Development assets Development of oil and gas fields Exploration assets Exploration and evaluation of permit areas Unallocated items Unallocated items comprise non-segmental items of revenue and expenses and associated assets and liabilities not allocated to operating segments as they are not considered part of the core operations of any segment. Performance monitoring and evaluation Management monitors the operating results of the operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Financing requirements, finance income, finance costs and taxes are managed at a Group level. The consolidated entity’s operations are wholly in one geographical location being Australia. Revenue Cost of sales Gross profit Other income Share based employment benefits General and administrative expenses Business combinations transaction fees Producing Assets 2014 $ 3,718,102 (3,016,494) 701,608 - - - - Depreciation & amortisation (513,435) Employee benefits and associated costs Exploration expenditure Finance costs Loss before income tax Taxes Profit / (Loss) for the year Segment assets Segment liabilities Capital expenditure - - - 188,173 - 188,173 Development Assets 2014 $ Exploration Assets 2014 $ Unallocated Items 2014 $ Consolidated 2014 $ 3,718,102 (3,016,494) 701,608 - - - 1,530,668 1,530,668 (2,818,231) (2,818,231) (2,517,230) (2,517,230) (1,914,004) (1,914,004) (613,720) (1,127,155) (3,120,279) (3,120,279) - - - - - - - - - (4,659,886) - (4,659,886) - (1,040,975) (1,040,975) (4,659,886) (10,493,771) (14,965,484) - 4,107,498 4,107,498 (4,659,886) (6,386,273) (10,857,986) - - - - - - - - - - - - - - 24,570,779 25,989,302 21,436,107 13,713,391 85,709,578 (4,979,021) (3,575,974) (5,250,758) (28,835,112) (42,640,865) Exploration and evaluation assets PP&E - development and production assets PP&E - other - - 650,000 22,099,404 19,924,241 - - - - - - 650,000 42,023,645 4,085,120 4,085,120 Total capital expenditure 22,099,404 19,924,241 650,000 4,085,120 46,758,765 69 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 22. Segment reporting (continued) Producing Assets 2013 $ Development Assets 2013 $ Exploration Assets 2013 $ Unallocated Items 2013 $ Consolidated 2013 $ Revenue Cost of sales Gross profit Other income Share based employment benefits General and administrative expenses Depreciation & amortisation Employee benefits and associated costs Exploration expenditure Finance costs Loss before income tax Taxes Loss for the year Segment assets Segment liabilities Capital expenditure Exploration and evaluation assets PP&E - development and production assets PP&E - other Total capital expenditure - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 9,278,979 9,278,979 (2,168,210) (2,168,210) (5,274,931) (5,274,931) (456,880) (456,880) (3,666,321) (3,666,321) (6,977,912) - (6,977,912) - (18,118) (18,118) (6,977,912) (2,305,481) (9,283,393) - - - (6,977,912) (2,305,481) (9,283,393) 50,000 19,526,413 9,513,433 29,089,846 - - - - - (1,585,294) (2,858,628) (4,443,922) 7,388,793 - - 7,388,793 - - 442,627 442,627 7,388,793 - 442,627 7,831,420 In 2014 the Group changed its segment reporting from one operating segment to three separately identifiable operating segments. Consequently the 2013 segment reporting note has been revised to reflect the same reporting format as 2014, refer to table above. Revenue from external customers by geographical location of production Australia Non-current assets by geographical location Australia 2014 $ 2013 $ 3,718,102 - 2014 $ 2013 $ 69,484,821 19,871,442 Major Customers There are two customers with revenue exceeding 10% of the group’s total oil and gas sales revenue. Revenue from one customer represents $2,491,694 or 67% of the group’s total oil and gas revenues (2013: $nil). Revenue from one customer represents $1,226,408 or 33% of the group’s total oil and gas revenues (2013: $nil). 70 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 23. Parent entity information (a) Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Statement of financial position 2014 $ 2013 $ Current assets Non-current assets Total assets Current liabilities Total liabilities Net assets Shareholders’ equity: Issued capital Reserves Accumulated losses Total equity Loss for the year Total comprehensive loss 9,188,446 10,674,415 11,070,840 10,344,885 20,259,286 21,019,300 (3,118,556) (2,948,174) (4,723,544) (2,948,174) 15,535,742 18,071,126 155,223,040 130,258,022 14,448,695 10,132,938 (154,135,993) (122,319,834) 15,535,742 18,071,126 (31,816,159) (12,389,760) (31,816,159) (12,389,760) (b) Guarantees entered into by the parent entity Guarantees have been provided by the parent entity to subsidiaries arising out of the course of ordinary operations. A Macquarie Loan Facility was entered into by Central Petroleum PVD Pty Ltd (Borrower) in February 2014, the parent and non-borrowing subsidiaries have provided guarantees to Macquarie Bank in relation to the repayment of monies owing and other performance related obligations of the Borrower typical for a borrowing of this nature. Monies received through the operation of Palm valley are subject to a proceeds account and can be distributed to the parent as available when no default exists. Revenues resulting from operations outside of Palm Valley and Dingo assets (such as Surprise) are not subject to a cash sweep or other restrictions under the Facility where no defaults exist. (c) Contingent assets and liabilities of the parent entity There are no contingent assets. Contingent liabilities exist in respect of legal action with Mr John Heugh. Details are set out in Note 28 (a). This case is separate to the case disclosed in note 34(ii). (d) Commitments of the parent entity Operating lease commitments of the parent entity are set out in note 29 (b). 71 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 24. Related party transactions (a) Parent entity The parent entity is Central Petroleum Limited. (b) Subsidiaries The consolidated financial statements include the financial statements of Central Petroleum Limited and the subsidiaries listed in the following table. Name of entity Place of Incorporation Class of Shares Equity holding 2014 2013 Merlin Energy Pty Ltd Merlin West Pty Ltd Western Australia Western Australia Helium Australia Pty Ltd Victoria Ordiv Petroleum Pty Ltd Western Australia Frontier Oil & Gas Pty Ltd Western Australia Central Green Pty Ltd Western Australia Central Geothermal Pty Ltd Western Australia Central Petroleum Services Pty Ltd Western Australia Central Petroleum PVD Pty Ltd Queensland Central Petroleum (N.T) Pty Ltd Queensland Jarl Pty Ltd Queensland Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary (c) Key management personnel Disclosures relating to key management personnel are set out in note 25. 25. Key management personnel (a) Key management personnel compensation Short-term employee benefits Post-employment benefits Long-term benefits Share based payments % 100 100 100 100 100 100 100 100 100 100 100 % 100 100 100 100 100 100 100 100 - - - 2014 $ 2013 $ 3,257,142 2,679,880 210,954 40,581 172,373 22,404 2,268,975 2,129,081 5,777,652 5,003,738 Detailed remuneration disclosures are provided in the remuneration report on pages 21 to 32. 72 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 25. Key management personnel (continued) (b) Equity instrument disclosures relating to key management personnel (i) Options provided as remuneration and shares issued on exercise of such options Details of options provided as remuneration and shares issued on the exercise of such options, together with the terms and conditions of the options, can be found in the remuneration report on pages 21 to 32. (ii) Option holdings The number of options over ordinary shares in the Company held during the financial year by each director of Central Petroleum Limited and other key management personnel of the consolidated entity, including their personally related parties, are set out below. Balance at start of year Granted as compensation Exercised Other changes Held at date of departure Balance at end of year Vested and exercisable Unvested Non-Executive Directors Andrew Whittle 2014 2013 William Dunmore 2014 2013 Wrixon Gasteen 2014 2013 4 Henry Askin 2014 2013 1 Robert Hubbard 2014 2013 2 Tom Wilson 2014 2013 Peter Moore 3 2014 2013 900,000 - - 900,000 280,000 280,000 1,000,000 - - - - 1,000,000 - - - - - - - - (280,000) - - - N/A N/A N/A N/A 668,000 1,300,000 N/A N/A N/A N/A N/A N/A - N/A - N/A - N/A - - N/A - N/A - N/A - - N/A - N/A - N/A N/A N/A N/A N/A N/A N/A N/A 1,968,000 N/A N/A N/A N/A N/A N/A 900,000 900,000 300,000 600,000 300,000 600,000 - 280,000 - 280,000 - 280,000 1,000,000 1,000,000 333,334 333,334 666,666 666,666 N/A N/A - N/A - N/A - N/A N/A 1,101,333 N/A 866,667 - N/A - N/A - N/A - N/A - N/A - N/A 1 Appointed 6 December 2013 3 Appointed 14 April 2014 2 Appointed 31 March 2014 4 Retired 20 November 2012 73 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 25. Key management personnel (continued) (b) Equity instrument disclosures relating to key management personnel Balance at start of year Granted as compensation Exercised Other change Held at date of departure Balance at end of year Vested and exercisable Unvested Executive Directors and Other Key Management Personnel 1 Richard Cottee 2014 2013 Michael Herrington 2014 2013 Daniel White 2014 2013 Bruce Elsholz 2014 2013 Leon Devaney 2014 2013 Michael Bucknill 2 2014 2013 Robert Willink 3 2014 2013 34,584,407 - - 34,584,407 900,000 1,800,000 - 900,000 929,200 929,200 733,334 - 600,000 600,000 - - - N/A - N/A 570,000 - 560,000 - - - - - - - - - - - - - - - - - - - - - - - (19,200) - - - - - - - - - N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 34,584,407 9,683,634 24,900,773 34,584,407 9,683,634 24,900,773 2,700,000 300,000 2,400,000 900,000 300,000 600,000 1,643,334 1,643,334 929,200 929,200 1,170,000 1,170,000 600,000 600,000 560,000 560,000 - - - - - - - - - - - - - - - - - - - - 1 34,584,407 unlisted options exercisable at $0.45 on or before 15 November 2015 and 15 November 2017 were issued to FEP on 8 August 2012, a company in which Richard Cottee has a 50% beneficial equity interest. 2 100,000 options issued 17 July 2014 120,000 options issued 17 July 2014 3 74 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 25. Key management personnel (continued) (iii) Share holdings The number of shares in the Company held during the financial year by each director of Central Petroleum Limited and other key management personnel of the consolidated entity, including their personally related parties, are set out below. There were no shares granted as compensation during the year. Held at beginning of year Held at date of appointment On market purchases Received on exercise of options Net change other Held at date of departure Held at end of year Non-Executive Directors Andrew Whittle 2014 2013 William Dunmore 2014 2013 Wrixon Gasteen 2014 2013 4 Henry Askin 2014 2013 1 Robert Hubbard 2014 2013 2 Tom Wilson 2014 2013 3 Peter Moore 2014 2013 133,680 80,000 183,743 155,334 104,000 - N/A 774,546 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 64,100 N/A - N/A - 53,680 - - - 104,000 - - - - - - - - N/A N/A Executive Directors and Other Key Management Personnel Richard Cottee - N/A 2014 2013 Michael Herrington 2014 2013 Daniel White 2014 2013 Bruce Elsholz 2014 2013 Leon Devaney 2014 2013 5 Michael Bucknill 2014 2013 5 Robbert Willink 2014 2013 208,683 - 200,000 - 288,000 288,000 - - 110,000 - N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A - - 31,000 N/A - - - N/A - 208,683 - 200,000 - - - - - 110,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - N/A N/A 133,680 133,680 - 28,104 (7,000) - N/A N/A 183,743 183,743 N/A N/A 97,000 104,000 - - - - - - - - - - - - - - - - - - - - - - N/A 774,546 N/A N/A N/A N/A 64,100 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A - N/A - N/A 208,683 208,683 200,000 200,000 288,000 288,000 - - 110,000 110,000 31,000 N/A - N/A 1 Appointed 6 December 2013 3 Appointed 14 April 2014 5 Appointed 1 July 2013 2 Appointed 31 March 2014 4 Retired 20 November 2012 75 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 25. Key management personnel (continued) (c) Other transactions with key management personnel (i) During the year ended 30 June 2014 the consolidated entity paid $24,476 (2013: $69,629) to Dunmore Consulting, a business in which Mr Dunmore is the principal, for the provision of technical and corporate advisory services. This transaction was on normal commercial terms and conditions no more favourable than those available to other parties. (ii) During the year ended 30 June 2014 the consolidated entity paid $nil (2013: $58,000) to Jabiru Energy Development and Innovation Pty Ltd, a business in which Mr Herrington is the principal, for the provision of corporate advisory services prior to his appointment as Chief Operating Officer of the Company. This transaction was on normal commercial terms and conditions no more favourable than those available to other parties. (iii) During the year ended 30 June 2014 the consolidated entity paid $nil (2013: $168,000) to Ikon Corporate Pte Ltd, a business in which Mr Gasteen is a director, for the provision of corporate advisory services including the sale of Merlin Coal Pty Ltd. This transaction was on normal commercial terms and conditions no more favourable than those available to other parties. (iv) FEP has provided the services of Richard Cottee on the basis of a secondment to the Company. As such compensation is made to FEP in line with FEP’s Intercompany Services Agreement shown on page 28. Richard Cottee has a 50% beneficial equity interest in FEP. During the year ended 30 June 2014 FEP has received compensation of $516,470 (2013: $516,470). 26. Reconciliation of loss after income tax to net cash outflow from operating activities 2014 $ 2013 $ Loss after income tax Adjustments for: Depreciation and amortisation Share-based payments Income tax expense Write off of property, plant and equipment Write off of exploration assets Gain on sale of investment (10,857,986) (9,283,393) 1,127,155 456,880 2,818,231 2,168,210 (4,107,498) - - - - 503,703 1,657,600 (1,744,796) Changes activities: in assets and liabilities relating to operating (Increase) / decrease in trade and other receivables 3,981,516 (5,356,057) Decrease / (increase) in inventories (Increase) in exploration assets (Decrease) / increase in trade and other payables Increase / (decrease) in provisions Net cash inflow/(outflow) from operating activities (965,702) 76,159 (650,000) (500,000) 7,847,852 (314,138) 1,284,193 183,366 477,761 (12,152,466) 76 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 27. Non-cash investing and financing activities In 2014 the Group purchased 100% of Magellan Petroleum (NT) Pty Ltd ("MPNT") from Magellan Petroleum Corporation. The consideration paid for the sale was $35,595,871 made up of $20,595,871 in cash and an issue of 39,473,684 shares in Central Petroleum Limited with a fair value of $15,000,000. See note 33 for further details. In 2013, the remaining 20% interest in EP97 was acquired from Rawson Resources for consideration of 50 million ordinary shares in Central Petroleum Ltd ($6,888,793). Upon completion of the transaction, Central holds a 100% interest in the permit. 28. Contingencies (a) Contingent liabilities (i) The consolidated entity had contingent liabilities at 30 June 2014 in respect of certain joint arrangement payments. As partial consideration under the terms of the purchase agreement for EPs 105, 106 and 107, there is a requirement to pay the vendor the sum of $1,000,000 (2013: $1,000,000) within twelve months following the commencement of any future commercial production from the permits. (ii) On 29 November 2012 the Company was advised that Mr Heugh had commenced an action in the Supreme Court of Western Australia against the Company and others for alleged false and defamatory statements of and concerning Mr Heugh. The Company is defending the action vigorously. The claim is currently being funded pursuant to the Company’s Employment Practices Liability insurance. The directors believe that a favourable outcome to the dispute is probable and no material amount will be payable by the Company. This case is separate to the case disclosed in note 34(ii). (b) Contingent assets There were no contingent assets at 30 June 2014 (30 June 2013 - $nil). 2014 $ 2013 $ 29. Commitments (a) Capital commitments The consolidated entity has the following exploration expenditure commitments: The following amounts are due: Within one year Later than one year but not later than three years Later than three years but not later than five years (a) 32,976,497 15,447,000 - - 24,000,000 12,903,000 72,423,497 12,903,000 In the petroleum industry it is common practice for entities to farm-out, transfer or sell a portion of their rights to third parties or relinquish them altogether and, as a result, obligations may be reduced or extinguished. (a) $21,346,497 of this commitment relates to the Dingo gas field development funded by the Macquarie debt facility. 77 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 29. Commitments (continued) (b) Operating lease commitments $ $ The consolidated entity, through its parent entity Central Petroleum Limited, has non-cancellable operating leases for office premises in Perth, Alice Springs and Brisbane. The leases have varying terms, escalation clauses and renewal rights. Commitments for minimum lease payments in relation to non- cancellable operating leases are payable as follows: Within one year Later than one year but not later than five years 595,987 346,592 2,414,894 3,010,881 - 346,592 30. Share based payments (a) Employee options An Incentive Option Scheme operates to provide incentives for employees. Participation in the plan is at the board’s discretion; however the plan is open to all employees and directors of the Company. At the discretion of the Company, performance criteria may or may not be established in respect of options that vest under the Incentive Option Scheme. Options are granted for no consideration. Options that have been granted to date to employees, excluding directors, have contained service conditions in respect of their vesting. Options have vested progressively from grant date to, in some cases, an employee’s third anniversary. As of the date of this report no options issued under the Incentive Option Scheme have contained any performance criteria in respect of their vesting. There are no rules imposing a restriction on removing the ‘at risk’ aspect of options granted to employees or directors. One ordinary share is issued upon exercise of one option. Set out below are summaries of options that have been granted to directors and employees. 78 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 30. Share based payments (continued) Expiry Date Exercise price1 Balance at start of the year Number1 Granted during the year Number Exercised during the year Number 2014 31 Mar 2014 31 Mar 2014 31 Mar 2014 31 Mar 2014 31 Mar 2014 31 Mar 2014 $1.110 $1.250 $1.400 $1.600 $1.850 300,000 300,000 300,000 300,000 300,000 $1.000 1,673,334 31 May 2015 $0.610 1,268,000 31 Oct 2015 $0.550 120,000 15 Nov 2015 15 Nov 2015 15 Nov 2015 12 May 2016 20 Jul 2016 19 Aug 2016 30 Aug 2016 $0.450 9,683,634 $0.450 $0.650 $0.600 $0.550 $0.575 $0.575 - - 40,000 669,334 400,000 800,000 15 Nov2016 $0.475 2,318,668 Expired or forfeited during the year Number (300,000) (300,000) (300,000) (300,000) (300,000) (1,673,334) - - - - - - - - (200,000) Balance at end of the year Number Vested and exercisable at the end of the year - - - - - - N/A N/A N/A N/A N/A N/A 1,268,000 1,268,000 120,000 9,683,634 4,354,334 207,000 40,000 669,334 400,000 600,000 120,000 9,683,634 4,354,334 - 40,000 669,334 400,000 600,000 - - - - 2,318,668 2,318,668 400,000 400,000 24,900,773 1,800,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4,379,334 (25,000) 207,000 - - - - - - - 30 Nov 2016 15 Nov 2017 15 Nov 2017 $0.475 400,000 $0.450 24,900,773 $0.475 - 1,800,000 Totals 47,873,748 6,386,334 (25,000) (3,373,334) 50,861,748 19,853,970 Weighted average exercise price $0.510 $0.460 $0.450 $1.210 $0.460 $0.470 Weighted average remaining contractual life (years) at the end of the year 2.60 1 On 27 September 2013 shareholders approved every 5 ordinary shares held be converted into 1 ordinary share (subject to rounding). 79 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 30. Share based payments (continued) Expiry Date Exercise price Balance at start of the year Number Granted during the year Number Exercised during the year Number Expired or forfeited during the year Number Balance at end of the year Number Vested and exercisable at the end of the year 2013 31 Mar 2014 31 Mar 2014 31 Mar 2014 31 Mar 2014 31 Mar 2014 31 Mar 2014 31 May 2015 31 Oct 2015 15 Nov 2015 15 Nov 2015 12 May 2016 20 Jul 2016 19 Aug 2016 30 Aug 2016 15 Nov 2016 30 Nov 2016 15 Nov 2017 15 Nov 2017 $0.220 $0.250 $0.280 $0.320 $0.370 $0.200 $0.122 $0.110 $0.090 $0.090 $0.120 $0.110 $0.115 $0.115 $0.095 $0.095 $0.090 $0.090 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 8,366,666 6,340,000 600,000 - - 300,000 5,646,665 2,000,000 - - - - - - - - 48,418,169 6,833,332 - - - - - - - - - - - - - (2,300,000) - - - - - - - - - - (100,000) - 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 8,366,666 6,340,000 600,000 48,418,169 6,833,332 200,000 3,346,665 - - - 2,000,000 4,000,000 12,993,335 6,000,000 - - - - - 124,503,864 13,666,668 - (1,400,000) (3,000,000) - - - - (1,000,000) - - 4,000,000 11,593,335 2,000,000 124,503,864 13,666,668 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 8,366,666 6,340,000 600,000 48,418,169 6,833,332 200,000 3,346,665 2,000,000 3,000,000 11,593,335 1,500,000 - - Totals 53,746,666 193,422,033 (6,700,00) (1,100,000) 239,368,699 99,698,167 Weighted average exercise price $0.146 $0.090 $0.100 $0.097 $0.102 $0.119 Weighted average remaining contractual life (years) at the end of the year 3.630 (b) Employee options granted during the year Options granted during the year ended 30 June 2014 and 30 June 2013 were valued using a binomial option pricing model. The model inputs for option issued during the year included: Grant date Expiry date Number of options Average fair value per option Exercise price Price of shares on grant date Estimated volatility* Risk free interest rate Dividend yield 2014 10 Jul 13 15 Nov 15 4,379,334 28 Nov 13 15 Nov 15 1,800,000 10 Apr 14 15 Nov 15 207,000 $0.047 $0.045 $0.055 $0.450 $0.475 $0.650 2013 19 Jul 12 19 Jul 12 19 Jul 12 15 Nov 15 48,418,169 $0.023 15 Nov 17 55,335,051 $0.027 15 Nov 17 69,168,813 $0.024 29 Nov 12 15 Nov 15 6,833,332 29 Nov 12 15 Nov 17 6,833,332 29 Nov 12 15 Nov 17 6,833,332 $0.039 $0.042 $0.045 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.625 $0.320 $0.490 $0.625 $0.625 $0.625 $0.755 $0.755 $0.755 60% to 90% 45% to 65% 45% to 65% 2.73% 2.69% 2.79% 60% to 90% 60% to 90% 60% to 90% 50% to 80% 50% to 80% 50% to 80% 2.73% 2.77% 2.77% 2.73% 2.77% 2.77% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% * The estimated price volatility is based on the historical price volatility for the 12 months prior to the date of granting of the options, adjusted for any expected changes to future volatility due to publicly available information. 80 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 30. Share based payments (continued) (c) Expenses arising from share-based payment transactions Total expenses arising from share based transactions recognised during the year were: Options issued to directors and employees 2014 $ 2013 $ 2,818,231 2,168,210 31 Financial risk management The consolidated entity’s principal financial instruments are cash and short-term deposits. The consolidated entity also has other financial assets and liabilities such as trade receivables, trade payables and borrowings, which arise directly from its operations. The consolidated entity’s risk management objective with regard to financial instruments and other financial assets include gaining interest income and the policy is to do so with a minimum of risk. (a) Credit Risk The credit risk on financial assets of the consolidated entity which have been recognised in the statement of financial position is generally the carrying amount, net of any provision for doubtful debts. The consolidated entity trades only with recognised banks and Santos Ltd subsidiaries / operated joint ventures where the credit risk is considered minimal. The aging of the consolidated entity’s receivables at reporting date was: Trade and other receivables Gross Past due: 0 – 30 days Past due: 31 – 150 days Past due: 151 – 365 days 2014 $ 1,191,514 1,274,539 - 2013 $ 6,778,095 31,878 - 2,466,053 6,809,973 Impairment 2014 $ 2013 $ - - - - - - - - Based on historic default rates, the consolidated entity believes that no impairment allowance is necessary in respect of receivables past due by up to 150 days. The receivables at 30 June 2014 relate predominantly to the oil sales from Surprise West field and gas sales from Palm Valley field. In addition amounts receivable exist from joint arrangement partner recharges and gst refunds due from the Australian tax office. 100% of trade and other receivables have been received to date. Credit risk also arises in relation to financial guarantees given to certain parties (see notes 23(b)). Such guarantees are only provided in exceptional circumstances and are subject to specific board approval. (b) Liquidity Risk The following are the contractual maturities of financial assets and liabilities: 2014 Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets Financial Liabilities Trade and other payables Macquarie debt facility ≤ 6 months $ 6 - 12 months $ 1 - 5 years $ ≥ 5 years $ Total $ 10,330,474 2,466,053 2,423,185 15,219,712 - - - - - - - - (10,476,308) - - (255,760) - (23,761,593) (10,476,308) (255,760) (23,761,593) 81 - - - - - - - 10,330,474 2,466,053 2,423,185 15,219,712 (10,476,308) (24,017,353) (34,493,661) C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 31 Financial risk management (continued) 2013 Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets Financial Liabilities Trade and other payables ≤ 6 months $ 6 - 12 months $ 1 - 5 years $ ≥ 5 years $ Total $ 1,308,307 6,809,973 215,015 8,333,295 (3,332,034) (3,332,034) - - - - - - - - 1,639,604 1,639,604 - - - - - - - - 1,308,307 6,809,973 1,854,619 9,972,899 (3,332,034) (3,332,034) Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding. Management monitors rolling forecasts of the group’s liquidity reserve (comprising the undrawn borrowing facilities below) and cash and cash equivalents (note 6) on the basis of expected cash flows. This is carried out at the Group level in accordance with practice and limits set by the Board of Directors. In addition, the group’s liquidity management policy involves projecting cash flows, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. The group had access to the following undrawn borrowing facilities at the end of the reporting period: 2014 $ 2013 $ Macquarie debt facility (floating rate) 31(d) 24,426,000 - (c) Interest Rate Risk The consolidated entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows: Consolidated Weighted Average Effective Interest Rate Floating interest rate Fixed interest Non-interest bearing Total 2014 % 2013 % 2014 $ 2013 $ 2014 $ 2013 $ 2014 $ 2013 $ 2014 $ 2013 $ Financial Assets: Cash and cash equivalents Trade and other receivables Other financial assets 0.9 0.8 10,330,474 1,308,307 - - 0.6 0.5 - - - - 10,330,474 1,308,307 Financial Liabilities: Trade and other payables Interest bearing liabilities - 10.2 - - - (24,017,353) (24,017,353) - - - - - 485,828 485,828 - - - - - - - 10,330,474 1,308,307 2,466,053 6,809,973 2,466,053 6,809,973 215,015 1,937,357 1,639,604 2,423,185 1,854,619 215,015 4,403,410 8,449,577 15,219,712 9,972,899 - - - (10,476,308) (3,332,034) (10,476,308) (3,332,034) - - (24,017,353) - (10,476,308) (3,332,034) (34,493,661) (3,332,034) Net Financial Assets/(Liabilities) (14,368,879) 1,308,307 485,828 215,015 (6,072,898) 5,117,543 (19,273,949) 6,640,865 82 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 31 Financial risk management (continued) Interest Rate Sensitivity A sensitivity of 10 per cent has been selected as this is considered reasonable given the current level of both short term and long term interest rates. A 10% movement in interest rates at the reporting date would have increased (decreased) equity and profit and loss by the amounts shown below based on the average amount of interest bearing financial instruments held. This analysis assumes that all other variables remain constant. The analysis is performed only on those financial assets and liabilities with floating interest rates and is prepared on the same basis as for 2013. Profit or Loss Equity 10% Increase 10% Decrease 10% Increase 10% Decrease 2014 Cash and cash equivalents Interest bearing liabilities 15,456 255,779 (15,456) (255,779) 2013 Cash and cash equivalents Interest bearing liabilities 987 - (987) - - - - - (d) Financing Facilities In February 2014, Central Petroleum PVD Pty Ltd entered into a Loan Facility Agreement (Facility) with Macquarie Bank Limited (Macquarie). The Facility consists of 3 tranches totalling $50 million. Tranches A and C total $20 million and were used for the acquisition of Palm Valley and Dingo gas fields and related assets from Magellan. Tranche B accounts for the balance of the Facility (up to $30 million) and is available to fund completion of the Dingo gas field, including all acquisition costs and capitalised interest expenses. Tranche C ($5 million) is structured as a 2-year, interest only bullet. Tranche A and B ($45 million in total) are structured as a 5 year partially amortising term loan. The interest costs for each loan are based on fixed spreads over the periodic Bank Bill Swap (BBSW) average bid rate. The interest rate for tranche B steps down on completion of the Dingo project provided certain production hurdles or financial ratios are achieved. The Group does not have any interest rate hedging arrangements in place. Central Petroleum Ltd can repay the Facility in part or in whole at any time without a pre-payment penalty. Under the terms of the Facility, the Group is required to comply with the following two key financial covenants: 1) The Group Current Ratio is at least 1:1, excluding amounts payable under the Maquarie debt facility and outstanding contributions to the Southern Georgina joint arrangement. 2) The Net Present Value with a 10% discount rate (NPV10) of forecasted net cash flow from Palm Valley and Dingo limited by the sales of only Proved Developed Producing reserves, divided by the outstanding loan amount must be greater than 1:1 The Group remains compliant with these and all other financial covenants under the Facility. (e) Currency Risk The consolidated entity’s exposure to currency risk is limited due to its ongoing operations being in Australia and all associated contracts completed in Australian dollars. A small foreign exchange risk arises from liabilities denominated in a currency other than Australian dollars. The Group generally does not undertake any hedging or forward contract transactions as the exposure is considered immaterial, however individual transactions are reviewed for any potential currency risk exposure. (f) Fair Values The carrying amounts of cash, cash equivalents, financial assets and financial liabilities, approximate their fair values. 83 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 32. Interests in joint arrangements Details of joint arrangements in which the consolidated entity has an interest are as follows: Principal activities Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration 2014 % 75.00 75.00 75.00 75.00 75.00 30.00 75.00 60.00 90.00 90.00 90.00 75.00 2013 % 75.00 75.00 75.00 75.00 75.00 30.00 75.00 60.00 90.00 90.00 90.00 75.00 EP82 (Santos) EP105 (Santos) EP106 (Santos) EP107 (Santos) EP112 (Santos) EP125 (Santos) RL3 & 4 (Santos) * EP115 North Mereenie Block (Santos) ATP909 (Total) ATP911 (Total) ATP912 (Total) EP(A)147 (Santos) Total = TOTAL GLNG Australia Santos = Santos QNT Pty Ltd The Joint Arrangements are accounted for based on contributions made to the Joint Operated Arrangements on an accruals basis. The principal place of business is Australia. Santos’ and Total’s right to earn and retain participating interests in each permit is subject to satisfying various obligations in their respective farmout agreement. The participating interests as stated assume such obligations have been met, otherwise may be subject to change or negotiation. * In line with the Company’s announcement of 31 July 2014, consolidated entity regained 100% ownership of RL3 & 4. 84 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 32. Interests in joint arrangements (continued) The share in the assets and liabilities of the joint arrangements where less than 100% interest is held by the Company are included in the consolidated entity’s statement of financial position in accordance with the accounting policy described in note 1(b) under the following classifications: Current assets Cash and cash equivalents Trade and other receivables Inventory Total current assets Non-current assets Property, plant and equipment Other financial assets Current liabilities Trade and other payables Joint Venture under contributions * Accruals 2014 $ 2013 $ 807,914 45,500 362,958 1,216,372 176,900 9,300 186,200 353,355 4,305,514 38,221 4,697,090 51,373 12,822 - 64,195 - 7,200 7,200 128,515 322,058 63,555 514,128 Net liabilities 3,294,518 442,733 Joint arrangement contribution to loss before tax Revenue Expenses Profit / (Loss) before income tax 11,112 (2,948,314) (2,937,202) 313 (440,962) (440,649) * The Group is liable for the last 20% of the stage 1 expenditure, with Total funding the first 80%. 85 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 33. Business Combination On 31 March 2014 the Group purchased 100% of Magellan Petroleum (NT) Pty Ltd ("MPNT") from Magellan Petroleum Corporation, a NASDAQ Stock Exchange-listed oil and gas exploration and production company. The Group identified the purchase of MPNT as a strategic acquisition for the CTP Group in line with delivering strong growth from exploration and production across Central Australia. The acquisition provides Central with infrastructure and production revenues. The consideration paid for the sale was $35,595,871 made up of $20,595,871 in cash and an issue of 39,473,684 shares in Central Petroleum Limited with a fair value of $15,000,000. Transaction fees of $1,914,004 were incurred. The provisional fair value allocation to the identifiable assets and liabilities is detailed below. To the extent that the purchase consideration exceeds the aggregate of the fair value of the identifiable assets and liabilities of MPNT, then goodwill has been recognised and recorded on acquisition. Assets Exploration assets Property, plant & equipment Trade and other receivables Inventory Assets held for sale Liabilities Provisions for liabilities and charges Provision for deferred tax Net assets at fair value Goodwill arising on acquisition Purchase consideration transferred Cash Issued share capital Provisional fair value recognised on acquisition $ 650,000 39,027,558 63,973 534,689 1,000,000 41,276,220 5,479,121 4,107,498 9,586,619 31,689,601 3,906,270 35,595,871 20,595,871 15,000,000 35,595,871 From the date of acquisition, MPNT contributed a profit of $349,223 to the results of the Group. If the combination had taken place at the beginning of the financial year, revenue from continuing operations for the Group would have been $4,616,062 and the loss from the continuing operations for the Group would have been $(12,013,404). 86 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 N O T E S T O T H E C O N S O L I D AT E D F I N AN C I AL S T AT E M E N T S F O R T H E Y E AR E N D E D 30 J U N E 2014 33. Business Combinations (continued) Contingent Consideration Under the Share Sale and Purchase Deed entered into with Magellan Petroleum Australia Pty Limited (Magellan) in February 2014 for the purchase of Palm Valley and Dingo gas fields and related assets, Central Petroleum is obligated to pay Magellan a Gas Price Bonus where the weighted average price of gas sold from the Palm Valley gas field during a Contract Year exceeds certain price hurdles during a period of 15 years following Completion of the Agreement. The price hurdles are in excess of the current gas prices received from the Palm Valley gas field and escalate annually with CPI. The Gas Price Bonus Amount is calculated as 25% of the difference between the weighted average price of gas actually sold in a Contract Year and the gas price bonus hurdle applicable to that Contract Year (after adjusting for CPI), multiplied by the actual volume of gas originating and sold from the Palm Valley gas field . The weighted average price of gas sold from the Palm Valley gas field is currently below the Gas Price Bonus hurdle price and therefore no gas price bonus is payable (or anticipated to be payable) at this time. Given current NT gas market conditions, we do not anticipate paying a gas price bonus over the relevant term and have therefore ascribed a $nil value to this contingent liability. Should access to significantly higher priced markets eventuate, this contingent liability will be revisited. Importantly, any future payment of the Gas Price Bonus would likely only occur where sales and revenues from the Palm Valley gas field materially exceed our acquisition assumptions. 34 Events occurring after the reporting period Subsequent to 30 June 2014 the following events have occurred: (i) Share placement On 24 September 2014 the Company agreed to place 20 million shares at $0.30 per share with institutional investors in Australia and Hong Kong raising $6 million. The $0.30 issue price represents a 1.7% discount to the 10-day VWAP. Settlement of the placement is due on 1 October 2014. (ii) John Heugh Legal Case On 5 September 2014 Mr Justice Le Miere handed down his judgement on the case alleging unfair dismissal of John Heugh by the board of Central Petroleum in the first quarter of 2012. The Court found that Mr Heugh seriously breached his employment contract by failing to comply with the directions of the board by putting pressure on Trevor Shortt not to accept responsibility for farmouts, and by failing to ensure the proper implementation of Central Petroleum’s policies, procedures and systems and in particular its code of conduct. However, the Court held that Mr Heugh remedied those breaches. The Court found that it was not reasonable for the board to terminate Mr Heugh’s contract and awarded him damages of $1,598,298 inclusive of interest, costs are yet to be determined. In line with AASB 110 Events after the Reporting Period and AASB 137 Provisions, Contingent Liabilities and Contingent Assets a provision has been recognised. The Company will not initiate an appeal process of this decision and has paid the proportion of the damages not covered by insurance. 87 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 DIRECTORS’ DECLARATION In the directors’ opinion: a) the financial statements and notes set out on pages 40 to 87 of the Consolidated Entity are in accordance with the Corporations Act 2001 (Cth), including: (i) complying with Accounting Standards, the Corporations Regulations 2001 (Cth) and other mandatory professional reporting requirements, and (ii) giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2014 and of its performance for the financial year ended on that date; b) c) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and the financial statements comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board as disclosed in Note 1(a). This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 (Cth) for the financial year ended 30 June 2014. This declaration is made in accordance with a resolution of the directors of Central Petroleum Limited: Richard Cottee Managing Director Brisbane, 30 September 2014 88 Independent auditor’s report to the members of Central Petroleum Limited Report on the financial report We have audited the accompanying financial report of Central Petroleum Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2014, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for Central Petroleum Limited (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the consolidated entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: PricewaterhouseCoopers, ABN 52 780 433 757 Riverside Centre, 123 Eagle Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. 89 (a) the financial report of Central Petroleum Limited is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2014 and of its performance for the year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001. (b) the financial report and notes also comply with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the remuneration report included in pages 21 to 32 of the directors’ report for the year ended 30 June 2014. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s opinion In our opinion, the remuneration report of Central Petroleum Limited for the year ended 30 June 2014 complies with section 300A of the Corporations Act 2001. Matters relating to the electronic presentation of the audited financial report This auditor’s report relates to the financial report and remuneration report of Central Petroleum Limited (the company) for the year ended 30 June 2014 included on Central Petroleum Limited’s web site. The company’s directors are responsible for the integrity of Central Petroleum Limited’s web site. We have not been engaged to report on the integrity of this web site. The auditor’s report refers only to the financial report and remuneration report named above. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report or the remuneration report. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report and remuneration report to confirm the information included in the audited financial report and remuneration report presented on this web site. PricewaterhouseCoopers Michael Shewan Partner 90 Brisbane 30 September 2014 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 AS X AD D I T I O N AL I N F O R M AT I O N AT 1 9 S E P T E M B E R 2 0 14 Details of quoted securities as at 19 September 2014: Top holders The 20 largest registered holders of the quoted securities as at 19 September 2014 were: Ordinary fully paid shares Name No. of Shares 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Magellan Petroleum Australia Pty Ltd Citicorp Nominees Pty Limited Macquarie Bank Limited HSBC Custody Nominees Australia Limited Mr Gerard Pieter Tom Van Brugge J P Morgan Nominees Australia Limited National Nominees Limited BNP Paribas Noms Pty Ltd Marford Group Pty Ltd Mr Mark Philip Shawcross Mr James Donald Bruce Cochrane + Mrs Joan Elizabeth Cochrane Franze Holdings Pty Ltd John Cresswell Leigh + Dulcie Lynette Leigh Mr Geoffrey Rol RBJ Nominees Pty Ltd Advent Energy Ltd EPS Management Pty Ltd Chembank Pty Ltd Madeiros Pty Ltd Franze Holdings Pty Limited 39,473,684 14,639,627 10,000,000 8,885,924 4,000,000 3,788,784 3,448,363 3,361,163 2,966,485 2,910,000 2,307,580 2,046,546 1,746,500 1,736,050 1,600,000 1,250,000 1,232,051 1,200,000 1,103,146 1,098,546 % 11.32 4.20 2.87 2.55 1.15 1.09 0.99 0.96 0.85 0.83 0.66 0.59 0.50 0.50 0.46 0.36 0.35 0.34 0.32 0.32 108,794,474 31.20 Distribution schedule The distribution schedule of the ordinary fully paid shares as at 19 September 2014 was: Range Holders Units % 1 1,001 5,001 10,001 100,001 - 1,000 - 5,000 - 10,000 - 100,000 - Over 923 3,021 1,573 3,058 487 505,232 8,362,131 12,519,286 102,564,636 224,767,672 0.14 2.40 3.59 29.41 64.46 Total 9,062 348,718,957 100.00 Geographic Breakdown The geographic distribution schedule of the ordinary fully paid shares as at 19 September 2014 was: Location Australia Overseas Holders 8,797 265 Units 335,583,482 13,135,475 % 96.23 3.77 Total 9,062 348,718,957 100.00 Substantial shareholders As at 19 September 2014, there is one substantial shareholders in the Company. Name No. of Shares % Magellan Petroleum Australia Pty Ltd 39,473,684 11.32 91 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 AS X AD D I T I O N AL I N F O R M AT I O N AT 1 9 S E P T E M B E R 2 0 14 Restricted Securities As at 19 September 2014, the Company had no restricted securities. Unmarketable parcels Holdings less than a marketable parcel of ordinary shares (being 1,493 shares as at 19 September 2014): Holders Units 1,357 1,042,140 Voting Rights Subject to any rights or restrictions for the time being attached to any class or classes of shares, at meetings of shareholders or classes of shareholders: • • • each shareholder entitled to vote may vote in person or by proxy, attorney or representative of a shareholder; on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and on a poll, every person present who is a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for their share, but in respect of partly paid shares, shall have such number of votes being equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable in respect of those shares (excluding amounts credited). On-Market Buy Back There is no current on-market buy-back. 92 C E N T R AL P E T R O L E U M L I M I T E D AB N 7 2 0 8 3 2 5 4 3 0 8 INTERESTS IN PETROLEUM PERMITS AND LICENCES AT 29 SEPTEMBER 2014 Permits and Licences Granted Tenement Location Operator Amadeus Basin NT Pedirka Basin NT Pedirka Basin NT Amadeus/Pedirka Basin NT Amadeus Basin NT Amadeus/Pedirka Basin NT Amadeus Basin NT EP 82**/*** EP 93 EP 97 EP 105**/*** EP 106**/*** EP 107**/*** EP 112**/*** EP 115 (excl.North Mereenie Block) Amadeus Basin NT EP 115 (North Mereenie Block) **/*** EP 125 **/*** OL3 L6 L7 RL3* RL4* ATP 909 ** ATP 911 ** ATP 912 ** Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Georgina Basin QLD Georgina Basin QLD Georgina Basin QLD CTP Consolidated Entity Beneficial Registered Interest (%) Interest (%) 60 75 100 100 100 100 60 75 60 75 60 75 60 75 Santos Santos# Central Santos Santos Santos Santos Central 100 Santos Santos Central Central Central Central Central Central Central Central 60 30 100 100 100 75 75 90 90 90 100 60 30 100 100 100 100 100 90 90 90 Other JV Participants Participant Name Beneficial Interest (%) 40 Santos Santos Santos Santos Santos Santos Santos Total Total Total 40 40 40 40 40 70 10 10 10 Permits and Licences Under Application Tenement Location Operator EPA 92 EPA 111 EPA 120 EPA 124 EPA 129 EPA 130 EPA 131 EPA 132 EPA 133 EPA 137 EPA 147*** EPA 149 EPA 152 EPA 160 EPA 296 PELA 77 Lander Trough NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Lander Trough NT Pedirka Basin NT Pedirka Basin NT Georgina Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Lander Trough NT Lander Trough NT Pedirka Basin SA Pipeline Licences Central Central Central Central Central Central Central Central Central Central Santos Central Central Central Central Central CTP Consolidated Entity Beneficial Registered Interest (%) Interest (%) 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 60 75 100 100 100 100 100 100 100 100 100 100 Other JV Participants Participant Name Beneficial Interest (%) Santos 40 Pipeline Licence Location Operator PL30 Amadeus Basin NT Central CTP Consolidated Entity Beneficial Registered Interest (%) Interest (%) 100 100 Other JV Participants Participant Name Beneficial Interest (%) * in line with the Company’s announcement of 31 July 2014, a 100% beneficial interest is in favour of certain wholly owned Company subsidiaries for RL3 and RL4 with registered interests to follow in the normal course. ** Santos’ and Total’s right to earn and retain participating interests in the permit is subject to satisfying various obligations in their respective farmout agreement. The participating interests as stated assume such obligations have been met, otherwise may be subject to change or negotiation. *** in line with the Company’s announcement of 31 July 2014, an additional 15% beneficial interest is in favour of Santos with registered interests to follow in the normal course. 93 

Continue reading text version or see original annual report in PDF format above