12 October 2012 PAGES (including this page): 83 A.B.N. 45 066 383 971 Company Announcements Office 10th Floor 20 Bond Street Sydney NSW 2000 Annual Report for 2011/ 2012 Attached please find Cue Energy Resources Limited release with respect to the above mentioned. Yours faithfully Andrew M Knox Public Officer CUE ENERGY OVERVIEW Cue is an Australian based oil & gas company with projects in Australia, New Zealand, Indonesia and PNG. THE COMPANY HAS: • Long life production • A strong balance sheet • An active exploration program CUE ENERGY DIRECTORS • Richard Tweedie (Chairman) • Timothy Dibb • Geoffrey King • Steve Koroknay • Paul Moore • Leon Musca • Andrew Young CUE ENERGY MANAGEMENT • Mark Paton (CEO) • Andrew Knox (CFO) • David Whittam (Exp Man) OFFICE Level 21 114 William Street Melbourne Vic 3000 CONTACT DETAILS Tel: +61 3 9670 8668 Fax: +61 3 9670 8661 EMAIL mail@cuenrg.com.au WEBSITE www.cuenrg.com.au LISTINGS CUE ASX: NZX: CUE POMSOX: CUE ADR/OTCQX: CUEYY C U E E N E R G Y R E S O U R C E S L I M I T E D A N N U A L R E P O R T 2 0 1 1 / 1 2 1/12 1 0 T 2 R O p E L R A U N N A CUE ENERGY RESOURCES LIMITED ABN 45 066 383 971 Level 21, 114 William Street Melbourne Victoria 3000 Australia Telephone: +61 3 9670 8668 Facsimile: + 61 3 9670 8661 Web Site: www.cuenrg.com.au E-mail: mail@cuenrg.com.au building on our strength CUE ENERGY RESOURCES LIMITED Cue Energy Resources Limited is an oil and gas exploration and production company with a focus on SE Asia and Australasia. About Cue Energy Cue Energy Resources has petroleum assets in Papua New Guinea, Indonesia, New Zealand and Australia. The company has continuously grown over recent years through a mix of acquisitions and discoveries. It is Cue Energy’s objective to develop a robust and substantial E & P company with a focus on the Asia Pacific region and market capitalisation in excess of A$1 Billion through: - maximising value of existing assets - building organisational capability - aggressively pursuing new E & P assets - developing a balanced portfolio of exploration, development and production opportunities - increasing stakes in assets to 30-50% rather than current levels of 5-40% and take up operatorship as required - actively pursuing value accretive acquisitions 2012 Results Revenue of $44.27 million Net profit after tax of $5.7 million Cash on hand $33.7 million Company now debt free Inside this report Chairman’s Letter Corporate Directory Joint Venture Interests 2 4 5 6 Chief Executive Officer’s Review 16 Corporate Governance Statement 20 Annual Report Of Directors 33 Independence Declaration 34 Directors’ Declaration 35 Consolidated Statement of Comprehensive Income 36 Consolidated Statement of Financial Positions 37 Consolidated Statement of Changes in Equity 38 Consolidated Statement of Cash Flows 39 Notes to the Financial Statements 76 Independent Audit Report 78 Shareholder Information 1 Cue Energy Resources Limited Annual Report 2012 Chairman’s Letter In 2010 and 2011 the company realised significant improvements in cash flow, earnings and profits through increased production from our Maari asset. However, in 2012 Cue’s results have been impacted by a reduction in production volumes. Total production volumes fell from 990,000 barrels of oil equivalent in 2011 to 760,000 barrels of oil equivalent in 2012. Gas production volumes were 2.9 bcf which were similar to last year but oil production volumes fell substantially from 500,923 barrels in 2011 to 279,107 barrels in 2012. The reduction in oil volume was partly caused by the natural decline of the Maari reservoir, the underperformance of the water flood in the Maari-Moki reservoir and problems with the electrical submersible pumps. It was also partly caused by an increase in the Indonesian government’s share of profit oil from Oyong production. All of the Oyong project costs have now been recovered and under the terms of the production sharing contract the Indonesian government starts to take its share of profit oil. 2 We have been working closely with the operator of our Maari asset, OMV, to determine how we can improve asset performance. I am pleased to report that these efforts seem to be working and that we are gradually seeing a reduction in the rate of production decline and substantially higher equipment uptime. Plans are being put in place to further appraise the greater Maari area which should confirm reserves additions in 2013 and result in additional production from 2014 onwards. We also arrested our declining production to some extent by bringing the Wortel gas field into production. The project was completed largely on schedule and budget and commenced production on 31st January 2012 at a stabilised rate of 47 mmscfd from the two platform wells. With a full year of production Wortel will contribute substantially to Cue’s cash flow in 2013. As a consequence of reduced production volumes our gross profit was down to $27.4 million compared with the 2011 result of $43.4 million. This reduction was despite the average realised oil prices being about 105 US dollars per barrel and approximately 10 per cent higher than in 2011. Net profit after tax for the year was $5.7 million down from $19.1 million for 2011. The company’s balance sheet remains strong. At the end of the financial year the company had cash reserves of $33.7 million and no debt. The project finance facility taken out to fund Cue’s share of the Maari project was completely repaid. Our cashflow forecast indicates that the company has sufficient financial resources to deliver the business plan based on current oil prices, over the next five years. Conventional energy companies are continuously depleting their reserves which need to be replaced to maintain production and cash flow. In 2012 we increased our exploration activities significantly, deploying some of our cash resources into moderate impact but low risk exploration activities in an attempt to replenish our depleting reserves base. The company participated in three exploration wells, two within the Mahakam Hilir permit in the Kutei Basin in Indonesia called Naga Utara-1 and Naga Selatan-1 and one on the North West Shelf of Australia called Banambu Deep-1. Naga Utara-1 appears to be a high pressure gas discovery but it is too early to be certain regarding a commercial development or reserves volumes. However, with further appraisal there is potential for Cue to book substantial additional reserves in 2013. Naga Selatan and Banambu Deep-1 both failed to encounter producible hydrocarbons although in the case of Naga Selatan there were good oil and gas shows which caused us to deepen the well to 8,300 feet. There is an up-dip potential in Naga Selatan which may be appraised in the future. In 2013, Cue will continue to explore for conventional oil and gas resources onshore Indonesia in the Mahakam Hilir permit. The Naga Utara high pressure gas discovery will be appraised via a well to be called Naga Merah-1. The well, which is to be drilled in the first quarter of 2013, will confirm the lateral extent of the high pressure gas sands encountered in Naga Utara -1, will explore for deeper sands within the existing Naga Utara structure and confirm via production testing the sustainable flowrate from the well. Once this well has been drilled and tested we are hopeful of being able to book substantial gas reserves and firm up further exploration drilling within the permit. In PEP51313, Cue and its partners funded the extension of the Maari 3D seismic survey to cover the Whio (formerly Pike) prospect and the spill chain to the south including the Paua and Matariki stratigraphic leads. The 3D survey is currently being processed and will be interpreted later in 2012. We hope that the interpretation will confirm a robust, low risk prospect at Whio and the leads to the south and crystallise our plans to drill these prospects. In the same permit the 2D seismic data over the Pukeko and Te Whatu leads obtained in 2011 have confirmed the existence of robust four way dip closures in both leads which could potentially lead to drilling one of these prospects in 2013 or 2014. The Joint Venture is currently in discussion with OMV, the operator of the Maari field, regarding access to Maari infrastructure for the tie in of any discovery in PEP 51313. In Australia, in June 2012, we had a disappointment in WA389-P where the Banambu Deep-1 exploration well was a dry hole. The well was operated by Woodside Petroleum and would have been transformational for Cue had it discovered gas. BHP Billiton Petroleum farmed in to the permit for a 40% interest in return for funding the Banambu Deep-1 well to a capped amount and contributing to Woodside’s back costs. The Movida 3D survey acquired by Woodside in 2011 confirmed the existence of a number of prospects within the permit including the Caterina prospect which could contain up to 8 TCF of recoverable gas reserves. Cue still has 35% equity in the permit and is hopeful that BHP and Woodside see additional prospectivity within the permit and will participate in further drilling. Cue has equity in five contiguous permits on the North West Shelf which are adjacent to the Rankin and Goodwyn fields. We are of the view that there is still strong potential for a significant discovery within our permits and we are working hard to identify and drill viable prospects within these permits. In Papua New Guinea the PNG LNG facilities are being constructed with commissioning expected in June 2014. The SE Gobe gas cap will be depleted and sold to the PNG LNG joint venture. This will monetise a static gas resource and also extend the economic life of the oilfield. Gas sales from SE Gobe will commence at the rate of 35 mmscfd from mid 2014. The PNG LNG project will ultimately permit a number of static gas resources to be produced and to that end the PRL-9 joint venture continues to seek early commercialisation for the Barikewa gas discovery. As Chairman of the board I can assure shareholders that the Board and Management of Cue continue to work hard to build your company and we believe that in 2013 we will deliver increased production and with a little good fortune increased reserves. The company is actively seeking new opportunities some of which we hope to be able to announce in the near future. The company has a very solid balance sheet and so will be able to take full advantage of these new opportunities as they arise. Finally, Terry White, our Exploration Manager since 2006, retired and was replaced by David Whittam. David comes to Cue with over 30 years of experience having worked previously with BHP Petroleum and Woodside and more recently Karoon Gas. The Board thanks Terry for his service to Cue and wish him well in retirement. Richard Tweedie Chairman 28th of September 2012 3 Cue Energy Resources Limited Annual Report 2012 Joint venture interests NEW ZEALAND Maari Oil Field PMP 38160 Oil Production 69% OMV* 16% Todd 10% Horizon Cue 5% PEP 51149 Exploration Todd* Cue PEP51313 Exploration Todd* Horizon Cue 50% 30% 20% 80% 20% (i) 8.181878% in the Jeruk field. * Operator ^^ Title held by North West Shelf Exploration Pty Ltd INDONESIA AUSTRALIA 40% 30% 30% Carnarvon Basin Permits WA-389-P Exploration 25% Woodside* Cue 35% BHP Billiton Petroleum 40% WA-359-P Exploration Apache* Cue Exoil WA-360-P Exploration MEO*^^ Cue WA-409-P Exploration Apache* Cue Rankin Trend Pty Ltd WA-361-P Exploration MEO*^^ Mineralogy Cue 50% 35% 15% 40% 30% 30% 62.5% 37.5% Sampang PSC Oil, Gas Production Santos* SPC Cue(i) 45% 40% 15% Mahakam Hilir PSC Exploration SPC* Cue 60% 40% PAPUA NEW GUINEA PDL 3 Oil Production Santos* SHP Oil Search Cue (SE Gobe Unit PRG 15.921718% 40.149650% 36.35974% 5.568892% 3.285651%) 2.0% PRL14 Gas Resources Oil Search* Murray Cue 62.556% 26.497% 10.947% PRL9 Gas Resources Oil Search* Santos Cue 45.106% 40% 14.894% 4 Corporate Directory Directors R.G. Tweedie LL.B – Chairman T.E. Dibb BSc, PhD, Dip M’gmt G.J. King LL.B S.J. Koroknay BE(Hons) P.D. Moore BSc, MBA L. Musca LL.B A.A. Young BE, MBA (Hons) Chief Executive Officer M.J. Paton B.SC (Hons), MIChemE Chief Financial Officer/ Company Secretary A.M. Knox B.Com Registered Office AUSTRALIA Level 21, 114 William Street Melbourne Victoria 3000 Telephone: + 61 3 9670 8668 Facsimile: + 61 3 9670 8661 Website: www.cuenrg.com.au Email: mail@cuenrg.com.au ABN 45 066 383 971 Stock Exchange Listings AUSTRALIA Australian Securities Exchange Ltd 525 Collins Street Melbourne, Victoria 3000 Australia ASX Code: CUE NEW ZEALAND New Zealand Exchange Limited Level 2, NZX Centre, 11 Cable Street PO Box 2959 Wellington, New Zealand PAPUA NEW GUINA Port Moresby Stock Exchange Cnr of Champion Parade & Hunter Street Port Moresby, Papua New Guinea UNITED STATES OF AMERCIA OTCQX OTC Markets 304 Hudson Street 3rd Floor New York, NY 10013-1015 Solicitors Allens Linklaters Level 37, 101 Collins Street Melbourne, Victoria 3000 Australia Auditor BDO East Coast Partnership Level 14, 140 William Street Melbourne, Victoria 3000 Australia Bankers ANZ Banking Group Limited 91 William Street Melbourne Victoria 3000 Australia Investec Bank (Australia) Limited Level 31, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia ASB Bank Limited PO Box 35, Shortland Street Auckland 1140 New Zealand National Australia Bank Limited Level 4, 330 Collins Street Melbourne Victoria 3000 Australia Share Registry AUSTRALIA Computershare Investor Services Pty Ltd Yarra Falls, 452 Johnston Street Abbotsford, Victoria 3067 Australia GPO Box 2975 Melbourne, Victoria 3000 Australia Telephone: 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) Email: web.queries@computershare.com.au Website: www.computershare.com.au PAPUA NEW GUINEA Computershare Investor Services Pty Limited C/- Kina Securities Level 2, Deloitte Tower Douglas Street (PO Box 1141) Port Moresby, National Capital District Papua New Guinea Telephone: +67 5 308 3888 Facsimile: +67 5 308 3899 5 Cue Energy Resources Limited Annual Report 2012 Chief Executive Officer’s Review The 2011/12 financial year has certainly had its ups and downs. In October 2011 we obtained Indonesian government approval to farm-in for 40% of the highly prospective Mahakam Hilir pemit in the Kutei Basin in Indonesia. The Kutei basin is the most prolific oil and gas province in Indonesia. The block is operated by SPC Mahakam Hilir Pte Ltd (SPC) which is a subsidiary of Petrochina. SPC is also a major shareholder of Cue. Two exploration wells were drilled in the permit during the year called Naga Utara-1 and Naga Selatan-1. In February and March we announced a discovery of high pressure gas bearing sands in the Naga Utara-1 well, unfortunately due to the very high pressures encountered, which were largely unexpected, and poor hole conditions, difficulties were encountered in obtaining the well logs and test data which are required to be certain about the commercial significance of the discovery. We did manage to obtain a sample of the gas which is sweet and has a carbon dioxide content of less than 0.5%. Cue is of the 6 view that the sands encountered are likely to be able to sustain commercial flowrates as evidenced by the gas kick and well flow encountered during drilling and is working with SPC to plan and execute an appraisal of the discovery via a well to be called Naga Merah -1, to be drilled in early 2013. The Naga Merah-1 well will also explore deeper potential within the Naga Utara structure with the possibility that further gas bearing sands will be encountered. Naga Merah-1 will certainly be an exciting well for Cue. In June we completed the drilling of Naga Selatan-1, this was a 20 million barrel oil prospect which we rated as about a one in three chance of commercial success. Unfortunately, whilst we encountered oil and gas shows throughout the well, and as a consequence deepened the well from the planned 6500 feet to 8300 feet, wireline logs indicated that the oil and gas shows were residual hydrocarbons and that we had drilled the well down dip from the crest of the structure. Further drilling may be justified at Naga Selatan after further seismic data processing and possibly further acquisition. Also in June, Cue participated in the drilling of Banambu Deep- 1 in WA-389-P offshore on the North West Shelf. Woodside originally farmed into the 100% Cue owned permit to acquire a 65% working interest and operatorship. Woodside paid for Cue’s back costs, the Movida 3D seismic survey and the drilling of the Banambu Deep-1 well in return for their equity and operatorship in the permit. Two weeks before the well spudded, BHP Billiton acquired 40% of Woodside’s interest in return for funding the Banambu Deep-1 well. Cue saw this as confirmation by a major operator of the prospectivity of the permit. Banambu Deep-1 was identified on 3D Seismic as a high amplitude channel sand within the Triassic Mungaroo formation. Unfortunately the channel sand intersected was water bearing. The joint venture is yet to decide whether there will be further exploration drilling in the permit, however, Cue still sees the Caterina prospect as a valid exploration target. Nevertheless, despite the ambiguous result in Indonesia and the negative result on the North West Shelf, Cue did achieve what it set out to do at the beginning of the year and that was to participate in more exploration wells than in previous years, thereby giving us a better chance of growing the company to the next level. It is still my view that Cue needs to participate in around 3-5 exploration wells per year at affordable equity levels to give us a reasonable chance of transformational growth. In WA-360-P, where Cue has a 37.5% working interest, Cue and Operator, MEO Australia have acquired on permit and some off permit data from the Foxhound 3D Survey. This data is being evaluated to firm up the Maxwell lead with a view to potentially farming out our interest and drilling a well on Maxwell in 2013 or 2014. Maxwell is potentially an extension of the Pluto and Wheatstone trend and is currently mapped as a structure which is capable of holding over 1 TCF of recoverable gas. Next year, in addition to the Naga Merah-1 well, we expect to commence the further appraisal and infill drilling in the producing Maari and Manaia fields where Cue has a 5% working interest. A rig is planned to be mobilised to New Zealand in the middle of 2013 which will drill appraisal wells on Manaia and Maari South and also drill Maari Mangehewa and Manaia Managhewa development wells from the existing platform. There is the potential to identify up to 90 million barrels of additional reserves via this appraisal drilling, which may add material value to the company. The development wells will also result in increased production from the field in 2014. The PEP 51313 Joint Venture where Cue has a 20% working interest, is also working hard to assess the risks of drilling of the Whio (formerly known as Pike) Pukeko and Te Whatu prospects. These prospects have mean prospective resource in place estimates of 42, 111 and 187 million barrels of oil respectively. Whio is the most likely to be drilled because of its low risk and proximity to the Maari Field infrastructure for a low cost tie back. In addition to increasing exploration and appraisal activities through the year, Cue has evaluated acquiring a number of proven undeveloped resources and producing assets where we can see incremental value to be added through doing so. The aim is to accelerate the building of substantial cash flows which may be reinvested in increased exploration activities or further asset acquisitions. We hope to be able to announce the successful acquisition of some of these assets in the next financial year. We will continue to seek opportunities where Cue has a competitive advantage through our technical knowledge of the target assets or the relationships that we have within the region. In FY 2012 oil production sales were down substantially from 500,923 barrels in 2011 to 279,107 barrels in 2012. This was in part due to the natural decline of the Maari, SE Gobe and Oyong reservoirs. Maari production was particularly impacted due to the apparent lack of pressure support provided to the Moki cycle 1 producers through water injection into the Moki cycle 2 formation. Well performance and reservoir studies have confirmed that the intra Moki shale provides a barrier to pressure support between the cycle 2 injectors and the cycle 1 producers. The water injection wells were therefore reperforated where possible in the Moki cycle 1 formation in the first quarter of 2012 and since this time we have observed a gradual improvement in the performance of the production wells. Also in Maari we experienced continued unreliability of the electrical submersible pumps (ESP) A number of workovers to replace ESP’s with a modified design were successfully executed during the year and from April 27th we have had all wells available for the first time in the field’s history. Significant production downtime was also experienced in the Oyong Field due to the tie in of the new Wortel facilities and the drilling of the Oyong-11 infill well. Additionally, as Cue has now recovered all of the capital costs from the Oyong development the Indonesian government takes a much larger share of the produced oil and gas in accordance with the terms of the production sharing contract. At the end of the financial year all oil producing assets were producing reliably and the gradual improvement in the performance of the Maari production wells has continued which bodes well for higher oil production volumes in 2013. 7 Cue Energy Resources Limited Annual Report 2012 2012 Highlights in PNG • SE Gobe gas sale negotiations near completion South East gobe gas sales into the PNG LNG Project to commence 2014 8 0100kmKumulOilterminalMt HagenGorokaElk AntelopeKeremaPort MoresbyP’nyangJuhaHidesMoranAgogoKutubuGobeSE GobeKimuBarikewaPNGLNGPDL3PRL14PRL9CORAL SEAAUSTRALIANEW GUINEA Chief Executive Officers Review Continued Papua New Guinea Production Cue’s share of oil sales from the SE Gobe field for the financial year was 28,897 barrels (2011: 30,998 barrels). The lower volume reflects the expected decline rate for the field. Workovers were successfully completed on SEG-8 and SEG-1ST1 during the year which is supporting production. Further workovers to remove sand build up in the wellbores SEG-5ST1 and SEG-11 are planned which will reduce the rate of field decline in the next financial year. Oil Search, the operator, has estimated field oil reserves at 31 December 2011 to be; Million Barrels of Oil (Gross) y r e v o c e R e t a m i t l U o t n o i t c u d o r P 1 1 0 2 c e D 1 3 e v i t a l u m u C Proved (1P) 44.181 42.215 Proved + Probable (2P) 44.891 42.215 Proved, Probable & Possible (3P) 45.829 42.215 e b o t g n n i a m e R i ) e r a h S e u C ( d e c u d o r p 1.966 (0.065) 2.676 (0.088) 3.614 (0.119) These reserves are consistent with SPE guidelines and definitions. The Gas Sales Agreement for the sale of the SE Gobe gas cap gas has been negotiated and is expected to be signed imminently. The Gobe and SE Gobe gas cap is to be blown down to the PNG LNG pipeline thus commercialising this static resource. Gas is expected to be produced at a rate of 35 mmscfd gross from mid 2014. Oil Search are currently completing the processing facilities necessary to process the Gobe field’s associated gas to achieve the gas specification required as a feedstock to the LNG plant. The total volume of gas reserves to be produced to the PNG LNG plant is expected to be around 130 BCF over 10 years. Appraisal The gross recoverable contingent gas resource volume in the Barikewa discovery is 611 billion cubic feet (2C). Cue’s share of this resource is 91 billion cubic feet. At this stage the PNG LNG operator ExxonMobil has stated that in the short term there is currently no surplus LNG processing capacity in Port Moresby. Cue and its partners continue to seek a commercial development path for this resource. The PNG government has agreed to defer the drilling of the commitment well in the permit, which was scheduled to be drilled in the fourth quarter of 2012, into the next permit term. Appraisal drilling will be completed once there is more certainty regarding a commercialisation path. Proved (1P) Proved + Probable (2P) Proved, Probable & Possible (3P) OCIP (MSTB) Solution OGIP (BCF) Free OGIP (BCF) Total OGIP (BCF) Ultimate Recovery (BCF) Remaining to be produced (BCF) (Cue Share) 1,000 137.0 91.9 229.0 144.3 144.3 (3.760) 1,300 152.1 96.3 248.4 175.9 175.9 (4.584) 1,500 167.6 268.2 268.2 211.2 211.2 (5.504) Note: (1) OCIP is original condensate in place. (2) Ultimate recovery is Raw Gas at the wellhead including condensate and LPG. No allowance has been made for fuel and flare consumption 9 Cue Energy Resources Limited Annual Report 2012 Chief Executive Officers Review Cont Australia 2012 Highlights in Indonesia • Two wells drilled in Mahakam Hilir PSC, onshore Kalimantan • Appraisal drilling planned commencing Q1 2013 • Infill well drilled in Oyong field increasing oil production by over 40% • Wortel production commences Q1 2012 10 Wortel DevelopmentCompleted31/1/12Scale: 30kmEAST JAVAMADURA ISLANDMADURA STRAITSurabayaGratiProbolinggoSampangSumenepGresikLecesJAVA SEA7km pipelineOyongPlatformFSOProductionBargeOnshore gasProcessing plantEast Java pipelinePNG pipelineGASPHASEDEVELOPMENTCOMPLETEDOILPHASEWortelPlatform Chief Executive Officers Review Continued Indonesia Production Cue’s share of oil sales from the Oyong field for the financial year was 44,225 barrels (2011: 197,720 barrels). Whilst field production volumes continue to exceed that forecast due to better than expected reservoir performance and very high facility uptime, the volume of oil sold by Cue reduced significantly as cost recovery was completed during the financial year and the Indonesian government commenced taking its share of profit oil. Oyong oil was also shut down completely during September 2011 to permit tie in of the Wortel project and further shutdowns were required to permit drilling of the Oyong-11 infill oil production well. Drilling of the Oyong-11 was completed in February 2012 and production from the well has been brought on-stream. The new production from Oyong-11 has increased current oil production from the field to over 2,800 bopd with a stabilised oil rate from the well of almost 1000bopd. The development of the Wortel gas field was completed during the year with gas production commencing on 31st January 2012. The project was completed within the originally anticipated budget and within a few weeks of the original schedule. During February the production rate from Wortel was gradually increased up to a stable rate of approximately 47MMscf/d. The balance of the gas production is from the Oyong Field, with the PSC reliably producing the daily contract quantity of approximately 85 MMscf/d (90 Billion BTU per day) to the power station at Grati. Cue’s share of gas sales from the Oyong and Wortel fields was 2.90 billion cubic feet ( 2011: 2.93 billion cubic feet). This was made up from 1.96 bcf from Oyong and 0.93 bcf from Wortel. The gas is being sold under a long term contract to the PT Indonesia Power electricity generating station at Grati. Estimated gross oil and gas reserves as at 31 December 2011 were; In Place Volumes Ultimate Recovery Cumulative Production to 31 Dec 11 Remaining Reserves as at 31 Dec 11 Oil Gas Remaining oil Cue Share Remaining gas Cue Share Oil (million bbl) Gas (BCF) (1) 1P 43.6 8.04 6.8 2P 55.4 8.33 6.8 3P 59.7 8.69 6.8 1.24 1.53 1.89 0.066 0.082 0.101 - - - - - - 1P 100 70 42.9 - - 27.1 2.54 2P 117 95 42.9 - - 52.1 4.88 3P 136 103 42.9 - - 60.1 5.63 (1) For gas, estimates of in-place and recoverable volumes include both free gas and solution gas, and recoverable volume estimates are shown as “Sales Gas” figures. (2) Oil and gas volumes are net of Indonesian government share of production These reserves are consistent with SPE guidelines and definitions. Wortel Non associated gas in place (BCF) Ultimate gas recovery (BCF) (Cue share) Condensate recovery (Million barrels) (Cue share) Proved (1P) Proved + Probable (2P) Proved, Probable & Possible (3P) 95 134 166 Note: (1) Cue’s share is net of Indonesian government share of production. 77.2 (10.73) 113.6 (15.79) 132.4(18.40) 0.23 (0.02) 0.34(0.03) 0.39(0.04) 11 Cue Energy Resources Limited Annual Report 2012 2012 Highlights in New Zealand • 3D Seismic acquired over Maari /Manaia and Whio prospect in PEP51313 • 3D Matariki seismic completed and Te Whatu 2D Seismic interpretation completed in PEP51313 Second stage development planned for Maari 12 Chief Executive Officers Review Continued New Zealand Maari Oil Field Cue’s share of oil production from the Maari field for the financial year was 269,680 barrels (2011: 360,750 barrels). This was below Cue’s forecast of 300,000 barrels and was a disappointing result. Much of the lost production was attributable to failures of electrical submersible pumps (ESP). A total of five workovers were performed during the year to replace failed pumps. A smaller pump was installed in each well with no coupling between the two electric motors which drive the pump. Since the end of April 2012 there have been no further ESP failures indicating that the reliability of the pumps is improving as we make improvements to the well completion and the pump configuration. During the year we also discovered that the waterflood was not working as designed. The original development plan of the Maari- Moki formation was that production was from horizontal wells in the upper cycle sandstone and that water injection was via vertical injectors in the lower cycle sandstone. The assumption was that the thin intra-moki shale would permit pressure communication between the injectors and producers. The production history and reservoir modelling have indicated that pressure support was inadequate. The pressure support of the producers has been improved recently by adding perforations to the water injection wells in the upper cycle sandstone and this appears to be significantly improving the pressure support to the production wells to the extent that modest increases in production have been reported from the Maari-Moki wells. Manaia The Manaia -1 extended reach well commenced production in October 2011 at a rate of around 3800bopd. Performance of this well has been better than predicted with the well still producing over 2000bopd. This is attributed to natural aquifer water influx supporting production. Maari Asset Development A number of incremental development opportunities exist in the Maari and Manaia fields. The Mangahewa sand below the current Moki horizon in the Maari field is currently not being produced Cue has estimated field reserves at 31 December 2011 to be: Million Barrels of Oil (Gross) but has been confirmed to contain producible oil via intersection by other wells. Additionally, the Moki horizon in the Manaia reservoir is not intersected by the extended reach well but Moki reserves at Manaia were confirmed by the drilling of Maui 4. There is also potential oil in the deeper F sands at Maari and Manaia. The development of these additional reserves is being studied and further appraisal is planned in 2013 to assess the recoverable reserves in the non-producing horizons in the Manaia and Maari South structures. After the appraisal wells have been drilled a number of development wells will be drilled from the platform to enhance production from Maari commencing in late 2013. A dual lateral well in the Maari- Mangahewa formation, an additional well in the Manaia-Mangahewa formation and a Maari Moki cycle 2 producer are planned. A new water injection well for the Maari – Moki sandstone is also planned as part of a project to improve the waterflood performance. The appraisal and development wells have the potential to add significant developed reserves and production in 2014. Cue’s estimate of the incremental reserves which will be proven through the appraisal and development programme is in the range of 20 to 90 million barrels recoverable. Taranaki Basin Exploration Cue farmed into the offshore PEP 51313 permit in the Taranaki Basin in October, 2009. PEP 51313 is adjacent to the Maari and Manaia fields. The permit contains several large prospects. In March 2012 a 3D Seismic survey, acquired over the Maari field, was extended to cover the Whio (formerly Pike) Paua and Matariki stratigraphic prospects and leads in PEP 51313. This data is being processed at present in order to mature the Whio prospect for drilling in 2013. Discussions are underway with OMV with a view to tying in any discovery at Whio into the Maari FPSO. Additionally, the 2D seismic data acquired in 2011 over the Te Whatu and Pukeko prospects has identified robust structures which are being analysed with a view to drilling them in the next one to two years. In PEP 51149 permit the 2D seismic survey over the Pungarehu prospect has been processed and interpreted. A near term decision either drill or relinquish this portion of the permit is imminent. Reservoir Maari Moki Maari M2A* Manaia Mangahewa* Ultimate recovery Proved (1P) 39.6 (28.5 developed) 1.4 1.57 Ultimate recovery Proved + Probable (2P) Cumulative Production to 31 Dec 2011 Remaining to be produced (2P) (Cue share) 57.5 3.0 6.27 15.4 0.7 0.8 42.1 (2.105) 2.3 (0.115) 5.47 (0.274) These reserves are consistent with SPE guidelines and definitions. Oil production between 31 December 2011 and 30 June 2012 was 2.00 million barrels. Remaining to be produced at 30 June 2012 was 47.8 million barrels (2P) with Cue’s share being 2.39 million barrels. 13 Cue Energy Resources Limited Annual Report 2012 Chief Executive Officers Review Cont Australia 2012 Highlights in Australia • Free carried exploration well drilled on Banambu Deep Prospect in WA-389-P • Foxhound 3D Seismic survey acquired over WA-360-P • Cash received from sale of 20% interest in AC/RL7 to PTTEP of US$8 million North west shelf 7,000 km2 contiguous 3D seismic under review 14 Chief Executive Officers Review Continued Australia Carnarvon Basin Cue has a participating interest in five large contiguous offshore exploration permits in the Outer Rankin area of the Carnarvon Basin. The permits have the potential to contain large gas accumulations in a region where there are three LNG developments proposed or under development. In April 2010, Woodside Energy Ltd agreed to farm into Cue’s 100% interest in permit WA-389-P. Woodside earned a 65% interest in the permit by paying US$5 million in past costs, funding the reprocessing of the existing 3D seismic data, the acquisition of the 1440 square kilometre Movida 3D seismic data and the drilling of the Banambu Deep-1 exploration well. Woodside subsequently farmed out 40% of its interest in the permit to BHP Billiton Petroleum in return for BHP funding the Banambu Deep-1 well to a capped amount. Woodside retained operatorship of the permit and Cue retained a 35% free carried interest through the drilling of the Banambu Deep-1 well. Unfortunately, the Intra-Mungaroo Triassic channel sand observed on the Movida 3D seismic data was found to be water bearing. WA-389-P contains several additional prospects which have been identified on the 3D data set including the large Caterina prospect which has potential to contain up to 8 trillion cubic feet of recoverable gas. In WA-360-P permit, Cue (37.5%) and our partner MEO Australia, have acquired part of the Foxhound 3D dataset to try and de-risk the Maxwell lead for possible drilling in 2013. In WA-359-P and WA-409-P, where Cue holds 30% equity in the permit, the operator, Apache Northwest Pty Ltd have made an application to extend the licenses and continue to try to identify drillable prospects within the acreage using the newly acquired Zeebries 3D seismic data. Mark John Paton Chief Executive Officer 28th of September 2012 15 Cue Energy Resources Limited Annual Report 2012 Corporate Governance Statement The Directors of Cue Energy Resources Limited recognise the need for high standards of corporate governance and are focused on fulfilling their responsibilities individually and as a Board to all of the Company’s stakeholders. The Company endorses the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (with 2010 amendments) (“ASX Principles”). 16 Unless otherwise disclosed, the Company has in place corporate governance practices which comply with the ASX Principles. The following statement outlines the practices adopted by the Company. Principle 1: Laying Solid Foundations for Management and Oversight. Recommendation 1.1: Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions. The role of the Board is to lead and oversee the management and direction of the Company. After appropriate consultation with Executive Management the Board: • Defines and sets the Company’s business objectives and subsequently monitors performance and achievement of those Company’s objectives; • Oversees the reporting on matters of compliance with corporate policies and laws, takes responsibility for risk management processes, review of Executive management remuneration practices and insurance needs of the Company; • Monitors and approves financial performance and budgets; and • Reports to shareholders The Board has delegated authority for the running of the day to day business to the CEO. Recommendation 1.2: Companies should disclose the process for evaluating the performance of senior Management. The performance of the senior executives is reviewed annually as part of the duties performed by the Remuneration and Nomination Committee. Performance measures and targets for the Company and individual personnel are established annually. Company and individual performance in achieving these targets are assessed by the Board and line management. Principle 2: Structure the Board to add value Recommendation 2.1: A majority of the board should be independent directors. Recommendation 2.2: The Chair should be an independent director. Recommendation 2.3: The role of the Chairman and the CEO should not be exercised by the same individual. The current board is made up of 7 non-executive directors, including 5 independent directors. The chairman is non-executive and independent: • Richard G. Tweedie (Chairman) • Timothy E. Dibb • Geoffrey J. King • • • Steven J. Koroknay Paul D. Moore Leon Musca • Andrew A. Young The board comprises a broad base of industry, business, technical, administrative, corporate skills and experience considered necessary to represent the shareholders and fulfil the business objectives of the Company. The details of background, experience and professional skills of each Director are set out in the Company website. Each of the directors is entitled to seek independent advice at Company expense to assist them to carry out their responsibilities. Recommendation 2.4: The board should establish a nomination committee. The board has established a Remuneration and Nomination Committee and committee charter. The charter outlines the responsibilities of the committee, and is available on the Company website. The committee is comprised of: • Geoffrey J. King (Chairman) • Paul D. Moore • Andrew A. Young The Board at least annually reviews its composition to determine if additional core strengths are required to be added in light of the nature of the Company businesses and its objectives. One third of the Directors retires annually and is free to seek re-election by shareholders. Recommendation 2.5: Companies should disclose the process for evaluating the performance of the board, its committees and individual directors. The Remuneration and Nomination Committee have delegated responsibility to the Chairman of the Board to undertake annual performance evaluations. The performance evaluations are designed to review the board performance and effectiveness of achieving their set objectives and targets. The Chairman also discusses with each Director their requirements, performance and aspects of involvement in the Company. The Remuneration and Nomination Committee is also responsible for the performance evaluations of the senior executives, individually and together. This is reviewed against the discussed and agreed objectives of the Company and the effectiveness in carrying out those objectives. Principle 3: Promotion of Ethical and Responsible Decision Making Recommendation 3.1: Companies should establish a code of conduct and disclose the code or a summary of the code as to the practices necessary to maintain confidence in the Company’s integrity, the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders and the responsibility and accountability of the individuals for reporting and investigating reports of unethical practices. The Company has established a code of conduct which recognises the Company’s commitment to business and corporate ethics and recognition of the interests of shareholders. Directors, senior management, employees and where relevant and to the extent possible, contractors of the Company are required to comply with the code of conduct. 17 Cue Energy Resources Limited Annual Report 2012 Corporate Governance Statement Continued Directors are required to disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the Director or the interests of any other party in so far as it affects the activities of the Company and to act in accordance with the Corporations act if conflict cannot be removed or persists. That involves taking no part in the decision making process or discussions where that conflict does arise. Directors are required to make disclosure of any share trading. The Company policy in relation to share trading is that officers, employees and contractors are prohibited from trading whilst in possession of unpublished price sensitive information concerning the Company. That is information which a reasonable person would expect to have a material effect on the value of the Company shares. An officer must discuss the proposal to acquire or sell shares with the Chairman prior to doing so to ensure that there is no price sensitive information of which that officer might not be aware. The undertaking of any trading in shares must be notified to the Company Secretary who makes disclosure to the ASX. Recommendation 3.2: Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measureable objectives for achieving gender diversity for the board to assess annually both the objectives in achieving them. The Company established a formal policy on diversity in June 2012. This policy supports the existing equal opportunity policy and non discrimination policy as well as states a commitment to improving gender diversity within the Company. The Remuneration Committee has adopted the policy and set annual objectives for achieving gender diversity. Recommendation 3.3: Companies should disclose in each annual report the measureable objectives for achieving gender diversity set by the Board in accordance with the diversity policy and progress towards achieving them. The measurable objectives set by the Board for achieving gender diversity in 2012 include: • Adopting a Company wide Diversity policy • Disclosing the policy in the corporate governance section on the website • Tracking and reporting on the percentages of women employed by the Company as a whole, in senior management positions and on the board. Recommendation 3.4: Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior management and women on the board. As at 30th June 2012 the proportion of women in the whole organisation is 3 out of 11 (27%), the proportion of women in senior executive positions is 0 of 4(0%) and proportion of women on the Board is 0 of 7 (0%). Principle 4: Safeguarding Integrity in Financial Reporting Recommendation 4.1: The board should establish an audit committee Recommendation 4.2: The audit committee should be structured so that it consists only of non-executive directors, a majority of independent directors, is chaired by an independent chair who is not the chair of the board, and has at least three members. Recommendation 4.3: The audit committee should have a formal charter. An Audit and Risk Committee and charter have been established. The charter is available on the Company website. The Committee consists of: • • • Steven J. Koroknay (Chairman) Leon Musca Timothy E. Dibb The primary role of the Audit and Risk Committee is to assist the Board to fulfil its corporate governance responsibilities relating to financial accounting practises, external financial reporting, financial risk management and internal control, the internal and external audit function, compliance with laws and regulations relating to these areas of responsibility and identification and development of strategies and actions to manage business risk. All three members of the Audit and Risk Committee are non- executive directors. It is chaired by an independent chair who is not the chairman of the board. Principle 5: Make timely and balanced disclosure Recommendation 5.1: Companies should establish written policies designed to ensure compliance with ASX listing rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. The Company has in place an ASX Compliance procedure which outlines the requirements to comply with the ASX listing rule disclosure requirements and to ensure accountability at senior executive level for that compliance. The Public Officer, Company Secretary and Chief Financial Officer A.M Knox have been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the ASX listing rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, secondary exchanges, the media and the public. Principle 6: Respect the rights of shareholders Recommendation 6.1: Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy. 18 The Company has established a Communications Policy for promoting effective communication with shareholders and encouraging their participation at general meetings. and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. The Company maintains a website which is kept up to date with all relevant announcements to the market and related information after release to the ASX. The web address is www.cuenrg.com.au. A copy of the communications policy is available on the Company website. Principle 7: Recognising and Managing Risk Recommendation 7.1 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies. Risk recognition and management are viewed by the Company as integral to the Company’s objectives of creating and maintaining shareholder value, and to the successful execution of the Company’s strategies. The board is responsible for the overall risk management framework and has delegated to the Audit and Risk Committee the responsibility for: • reviewing the adequacy and effectiveness of the CUE’s risk management framework; • Assisting the Board with regards to oversight of the CUE’s risk management by gaining assurance that all major identified risks are being adequately managed and that mitigation practices are appropriate. Recommendation 7.2: The Board should require manage- ment 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 to the effectiveness of the Company’s management of its material business risks. Management is responsible for designing, implementing and reporting on the adequacy of the Company’s risk management and internal control system and has to report to the Audit and Risk Committee on • The risk management and internal control system during the year; and • The Company’s management of its material business risks. Management of the Company annually perform an assessment of Company risks and identify measures to mitigate these risks to as low as reasonably practicable. A risk register for the Company is maintained to document the risks identified. The risk register is reviewed as part of the Board meetings. A risk assessment procedure is used to assess all risks when the Company is contemplating a new business venture. Should the risk profile of the Company change the risk register will be updated to reflect this accordingly and any further controls required will be implemented. Recommendation 7.3: The Board should disclose whether it has received assurance from the chief executive officer and the chief financial officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management The CEO and CFO state in writing to the board every financial year that the statements made by them regarding the integrity of the financial statements are founded on a sound system of risk management, internal compliance and control, which in all material respects implements the policy as adopted by the Board and that the risk management and internal compliance control to the extent that they relate to financial reporting are operating effectively and efficiently in all material respects. Principle 8: Remunerate Fairly and Responsibly Recommendation 8.1: The board should establish a remuneration committee Recommendation 8.2: The remuneration committee should be structured so that it: consists of a majority of independent directors, is chaired by an independent chair and has at least 3 members. The board has established a Remuneration and Nomination Committee. It consists of three non-executive members. The chair is not the chairman of the overall board. The committee consists of: • Geoffrey J. King (Chairman) • Paul D. Moore • Andrew A. Young The Remuneration and Nomination Committee makes recommendations to the full Board on remuneration packages and other terms and conditions of employment and reviews the composition of the Board having regard to the Company’s present and future needs. Remuneration and other terms and conditions of employment are reviewed annually by the committee having regard to the performance and relevant comparative data. As well as a base salary, remuneration packages include superannuation, termination entitlements, fringe benefits, annual cash bonuses linked to short term performance and shares and options linked to long term Company performance. Remuneration packages are set at levels that are intended to attract and retain high calibre staff and align the interest of the executives with those of the Company shareholders. Recommendation 8.3: Companies should clearly distinguish the structure of non-executive director’s remuneration from that of executive directors and senior executives. Remuneration of non-executive directors is determined by the Board within the maximum amount approved by the shareholders from time to time. Further information on Directors and Executives remuneration is set out in the Directors Report and Remuneration Report. The Remuneration and Nomination committee charter is available on the website. 19 Cue Energy Resources Limited Annual Report 2012 Annual Report of Directors Your Directors present their report on the Company and its controlled entities (“the Group”) for the financial year ended 30 June 2012. 20 Directors The names of Directors of the Company in office during the year and up to the date of this report were: Richard G. Tweedie Timothy E. Dibb (appointed 24/11/2011) Geoffrey J. King (appointed 24/11/2011 Steven J. Koroknay Paul D. Moore (appointed 24/11/2011) Leon Musca Andrew A. Young (appointed 13/12/2011) Company Secretary Andrew M. Knox Principal Activities The principal activities of the group are petroleum exploration, development and production. There has been no significant change in the nature of these activities during the year. Cue Energy Resources Limited (‘Cue’) is listed on the Australian Securities Exchange, the New Zealand Stock Exchange and the Port Moresby Stock Exchange. The Company has an American Depositary Receipt (ADR) program sponsored by the Bank of New York and these are traded via the OTCQX Market in the US. Principal Place of Business Level 21, 114 William Street Melbourne 3000 Australia Registered Office Level 21, 114 William Street Melbourne 3000 Australia Dividends No dividends were paid to members during the financial year (2011: NIL) or have been approved subsequent to balance date. Changes in State of Affairs During the financial year, there was no significant change in the state of affairs of the consolidated entity. 2011/2012 Results Consolidated entity revenue for the year ended 30 June 2012 was $44.270M (2011: $59.670M). Consolidated entity expenses totalled $30.649M (2011: $33.909M) including production and amortisation expenses and impairment write downs. The operating profit before income tax expense for the year was $13.621M (2011: $25.761M). Consolidated entity tax expense for the year was $7.958M (2011: $6.654M). Consolidated entity profit after income tax expense was $5.663M (2011: $19.107M). The Net Tangible Assets of the company on 30 June 2012 were 16.6 cents per share (2011: 17.3 cents). Review of Operations Information on the operations and financial position of the group and its business strategies and prospects is set out in the Chairman’s and Chief Executive Officer’s report sections of this Annual Report. Shareholders’ Equity & Capital Structure Total Shareholders’ Equity as at 30 June 2012 was $125.178M (2011: $118.833M). At balance date Cue had issued share capital of $152.416M (2011: $151.768M). No further shares have been issued up to the date of this report. The total number of shares on issue at 30 June 2012 was 698,119,720 (2011: 694,819,718). Options and Other Rights of Conversion During the year 3,300,002 options were exercised for a total consideration of 0.648M. As at 30 June 2012 there were no options and 3,200,000 performance share rights outstanding of which 800,000 lapsed post balance date. On 1 July 2012 a further 3,200,000 performance share rights were granted. Environmental Regulation and Performance This year has seen a renewed focus in the area of Health, Safety and Environment (HSE). Within the last year there have been zero incidents, zero lost time injuries and zero significant spills within Cue Energy Resources. Among the joint venture operations there have been a number of incidents that have been reported and investigated by all the relevant parties. The increased reporting is showing a growth in the reporting culture and an openness to share learnings in order to reduce risk not only within Cue Energy Resources but within the industry. Cue Energy Resources continues to monitor the progress and close out of these incidents and work with the JV partners and operators to improve overall health and safety and minimise any impact on the environment. There have been a number of steps taken in order to improve HSE and to implement an HSE Management system that is suitable for all countries and all levels of operations that the business may wish to be involved with. The overall aim of the system is to not just meet legislative requirements but to show a true commitment to HSE for the sake of Cue Energy Resources personnel, contractors, assets and the environment. Throughout this year, internally the HSE Management system is also in effect and beginning to grow a proactive safety culture with the business in line with industry best practice. While Cue is still a relatively small business it has in place a Management System that is fit for purpose regardless of the size of the company. The System will now be able to grow with the business. Through ongoing commitment by both Senior Management and staff alike, this system will move Cue Energy Resources forward and will continually improve overall Health, Safety and Environmental risk to the company. This will demonstrate that Cue Energy Resources is a leader in all its current and projected fields of expertise and will give Cue Energy Resources the ability to remain competitive, whilst managing its risks to as low as reasonably practicable. 21 Cue Energy Resources Limited Annual Report 2012 Annual Report of Directors Continued Future Developments The particular information required by Section 299(1) (e) of the Corporations Act 2001 has been omitted from the report because the Directors believe that it would result in unreasonable prejudice to the economic entity. Directors Meetings The following table sets out the number of meetings of the Board of Directors held during the year and the number of meetings attended by each Director. Timothy E. Dibb Geoffrey J. King Steven J. Koroknay Paul D. Moore Leon Musca Richard G. Tweedie Andrew A. Young Board Audit Committee Remuneration and Nomination Committee Held Attended Held Attended Held Attended 6 6 11 6 11 11 5 6 6 11 6 11 11 5 2 - 2 - 2 - - 2 - 2 - 2 - - - 1 - 1 - - 1 - 1 - 1 - - 1 Information on directors and executives, including qualifications and experience is as follows: Qualifications and Experience Special Responsibilities Directors: R.G. Tweedie LL.B Director of Todd Petroleum Mining Company Limited(ii) – Appointed 04/09/1987 Retired 31/12/2010 Non-Executive Director of Cue Energy Resources Limited(i) - Appointed 16/07/2001 Non-Executive Chairman of Board of Directors Particulars of Directors’ Interests in shares and options of Cue Energy Resources Limited at the date of this report Direct Indirect 568,784 3,363,477 T.E. Dibb(iii) BSc, PhD, Dip M’gmt Non-Executive Director Nil Shares Non-Executive Director of Cue Energy Resources Limited(i) - Appointed 24/11/2011 Member of the Audit and Risk Committee G.J. King LL.B Non-Executive Director Nil 2,500 Non-Executive Chairman – Phoenix Oil and Gas Limited (ii) - Appointed 17/12/2008 Non-Executive Director of Cue Energy Resources Limited(i) - Appointed 24/11/2011 Chairman of the Remuneration and Nomination Committee S.J. Koroknay BE(Hons)-Civil Eng (Sydney), FAICD, FIEA Non-Executive Director Nil 100,000 Non-Executive Director Innamincka Petroleum Limited (i) - Appointed 15/05/08 – resigned 24/06/11 Non-Executive Chairman Galilee Energy Limited (i) - Appointed 20/01/09 Non-Executive Director Metgasco Limited (i) - Appointed 20/01/10 Non-Executive Director Cue Energy Resources Limited (i) - Appointed 09/10/09 Chairman of the Remuneration and Nomination Committee 22 Qualifications and Experience Special Responsibilities Directors: Particulars of Directors’ Interests in shares and options of Cue Energy Resources Limited at the date of this report Direct Indirect P. D. Moore(iii) BSc-Civil Eng, MBA Non-Executive Director Nil Shares Director of Otto Energy Limited (i) - Appointed 01/07/2009 - Resigned 01/07/2011 Non-Executive Director of Cue Energy Resources Limited(i) - Appointed 24/11/2011 Member of Remuneration and Nomination Committee L. Musca LL.B Non-Executive Director Nil 12,771,227 Barrister and Solicitor Non-Executive Director of Cue Energy Resources Limited(i) - Appointed 17/11/1999 Member of Audit and Risk Committee A.A.Young BE (Chemical Engineering), MBA (Hons) Non-Executive Director Nil Shares Member of Remuneration and Nomination Committee Non-Executive Director of National Safety Council of Australia Limited(ii) - Appointed March 2009 Non-Executive Director of Cliq Energy Berhad(ii) - Appointed May 2012 Non-Executive Chairman of Real Energy Corporation Limited(ii) - Appointed 01/07/2012 Non-Executive Director of New Guinea Energy Limited(i) - Appointed 20/10/2010 Non-Executive Director of Cue Energy Resources Limited(i) - Appointed 13/12/2011 Executives: M.J. Paton B.SC (Hons), MIChemE Chief Executive Officer - Appointed 08/02/2011 Direct Nil Indirect 1,492,881 A.M. Knox B.Com, CA, CPA, FAICD Chief Financial Officer 2,737,245 1,500,000 Director of Cue Energy Resources Limited(i) - Appointed 16/09/2009 and resigned 09/10/09 Company Secretary Public Officer Non-Executive Director of Rimfire Pacific Mining NL(i) - Appointed 08/07/2005(i) - Resigned 31/03/11 Non-Executive Director of Axis Mining NL(ii) - Appointed 08/07/2005 Resigned 31/03/11 D.B. Whittam BSc, MSc Exploration Manager - Appointed 18/06/2012 - - (i) Refers to ASX listed directorships held over the past three years. (ii) Refers to unlisted public company directorships held over the past three years. (iii) T.E. Dibb and P.D. Moore are employees of the Todd Group of Companies which hold 189,023,314 shares in Cue Energy Resources Limited. No shares in subsidiary companies are held by the Directors and no remuneration or other benefits were paid or are due and payable by subsidiary companies. No options are held in the company by Directors or Executives. Performance Rights held by Executives are detailed in the Remuneration Report. 23 Cue Energy Resources Limited Annual Report 2012 Annual Report of Directors Continued Remuneration Report (Audited) This Remuneration Report, which forms part of the Directors Report, sets out information about the remuneration of Cue Energy Resources Limited’s Directors and its senior management for the financial year ended 30 June 2012, in accordance with the Corporations Act 2001 and its regulations. The prescribed details for each person covered by this report are detailed below under the following headings: (A) Director and Executive Details (B) Remuneration Policy (C) Details of Remuneration of Directors and Executives (D) Equity Based Remuneration (E) Relationship between Remuneration Policy and Company Performance benefits and share based incentives in the form of share options or performance rights. From 1 July 2011, the Company has implemented a Performance Rights Plan as the primary share based incentive for services provided from that date. The Performance Rights Plan is described under heading (D) Equity Based Remuneration. Performance measures and targets applicable to the award of performance rights and annual cash bonuses will be established by the board on an annual basis. However, the Board is conscious of its responsibility for the performance of the Company. Directors and Executives are encouraged to hold shares in the Company to align their interests with those of shareholders. No remuneration or other benefits are paid to Directors or Key Executives by any subsidiary companies. (A) Director and Executive Details (C) Details of Remuneration The following persons acted as Directors of the Company during or since the end of the financial year: R.G. Tweedie (Non-Executive Chairman) T.E. Dibb (Non-Executive Director) – appointed 24/11/2011 G.J. King (Non-Executive Director) – appointed 24/11/2011 S.J. Koroknay (Non-Executive Director) P.D. Moore (Non-Executive Director) – appointed 24/11/2011 L. Musca (Non-Executive Director) A.A. Young (Non-Executive Director) – appointed 13/12/2011 The term “Key Management Personnel” is used in this Remuneration Report to refer to the following persons: M.J. Paton (Chief Executive Officer) A.M. Knox (Chief Financial Officer/Company Secretary) D.B. Whittam (Exploration Manager) – appointed 18/06/12 A.B. Parks (Chief Commercial Officer) – resigned 30/08/12 T. White (Exploration Manager) – retired 17/05/12 Unless otherwise stated the persons named above held their current position for the whole of the financial year and since the end of the financial year. (B) Remuneration Policy The Board’s policy for remuneration of Executives and Directors is detailed below. Remuneration packages are set at levels that are intended to attract and retain high calibre Directors and employees and align the interest of the Directors and Executives with those of the Company shareholders. Remuneration policy is established and implemented solely by the Remuneration and Nomination Committee which is comprised of Non-Executive Directors only. Remuneration and other terms and conditions of employment are reviewed annually by the Remuneration and Nomination Committee having regard to performance and relevant employment market information. As well as a base salary, remuneration packages include superannuation, annual incentive plan cash bonuses, termination entitlements, fringe Remuneration structure The structure of non-executive Director and executive remuneration is separate and distinct. Non-Executive Directors Remuneration of Non-Executive Directors is determined by the Board within the maximum amount approved by the shareholders from time to time. The amount currently approved is $700,000, which was approved at the Annual General Meeting held on 24 November 2011. The Company’s policy is to remunerate Non-Executive Directors at a fixed fee for time, commitment and responsibilities. Remuneration for Non-Executive Directors is not linked to individual or company performance, however, to align Directors’ interests with shareholders’ interests, Non-Executive Directors are encouraged to hold shares in the Company. The Board retains the discretion to award options or performance rights to Non-Executive Directors based on the recommendation of the Remuneration and Nomination Committee subject always to shareholder approval. Executives Executives receive a mixture of fixed and variable pay and a blend of short and long term incentives as appropriate. Remuneration packages contain the following key elements:- • • • • Fixed compensation component inclusive of base salary, superannuation and non-monetary benefits. Short term incentive programme incorporating performance based cash bonuses. Superannuation. Long term incentives incorporating share based payments including performance rights (from 1 July 2011) and share options granted as long term performance incentives or in lieu of services. The award of long term incentives, such as share options and/or performance rights (as discussed below from 1st July 2011) ensures that the total compensation package awarded to executives matches the stage of development of the Company at a given point in time. The grant of share options 24 or performance rights is designed to recognise and reward the efforts of executives as well as to provide additional incentive. These grants may be subject to the successful completion of performance hurdles. Executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements. The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements. The Remuneration and Nomination Committee assesses the appropriateness of the nature and amount of remuneration of executives on a periodic basis, by reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality, high performing director and executive team. The charter adopted by the Remuneration and Nomination Committee aims to align rewards with achievement of strategic objectives and creation of shareholder wealth. Fixed compensation Fixed compensation consists of base salary (which is calculated on a total cost base and including any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds. The base salary is reflective of market rates for companies of similar size and industry which is reviewed annually to ensure market competitiveness. During 2012, the Remuneration and Nomination Committee reviewed the salaries paid to peer company executives in determining the salary of Cue Key Management Personnel. This base salary is fixed remuneration and is not subject to performance of the Company. Base salary is reviewed annually and adjusted as determined by the Remuneration and Nomination Committee on 1st January each year. There is no guaranteed base salary increase included in any executive’s contracts. Short term incentives The Board at its sole discretion may elect to pay short term incentives in the form of performance based cash bonuses to executives based on the recommendation of the Remuneration and Nomination Committee. Any payment of short term incentives is dependent on the achievement of performance targets as determined by the Board. These targets shall include a combination of key strategic, financial and personal performance measures which have major influence over company performance in the short term. Short term incentive payments may also be made at the discretion of the Board to reward an executive’s participation in ad-hoc projects or activities. No short term incentives were granted during the 30 June 2012 financial year. Long term incentives The Board implemented a Performance Rights Plan effective from 1 July 2011. The Remuneration and Nomination Committee recommends the grant of performance rights as incentives for its executives, to maintain their long term commitment to the Company. The use of long term incentives is considered a valuable means of aligning the interest of shareholders and the individuals to whom such long term incentives are provided. It also provides the Remuneration and Nomination Committee with a range of incentives to attract and retain key management, including executives. The number of share options or performance rights granted and their terms and conditions are determined by the Board and defined in the Performance Rights Plan Rules and can be adjusted to reflect specific performance hurdles (as discussed below) in order to best match such awards with the actual circumstances of the Company at a given point in time. During the year ended 30 June 2012, 4 million Performance Rights were granted to executives (for services provided from 1 July 2011): Vesting Date Vesting Target M.J. Paton A.M. Knox A.B. Parks(i) T. White(ii) 2011 Performance Rights Issue Expire 30 June 2013 if not vested (i) (ii) A.B. Parks resigned on the 30/08/2012. T. White retired 17/05/2012. ASX 0.53 cents 1,600,000 800,000 800,000 800,000 The Performance Rights granted will vest as ordinary shares on 30 June 2013 if the volume weighted average share price in Cue Energy Resources Limited quoted on ASX increases, for thirty consecutive days, to 53 cents per share from 1 July 2012 to 30 June 2013. If the price target is not met the Performance Rights lapse. Employees receiving Performance Rights must also be employees on the vesting date or rights will lapse. A.B. Parks resigned on 30 August 2012 and T. White retired on 17 May 2012 so their Performance Rights have lapsed. 25 Cue Energy Resources Limited Annual Report 2012 Annual Report of Directors Continued Post employment benefits The Company makes superannuation contributions for the Australian based employees and directors as required by law. Details of the nature and amount of each major element of remuneration of each Director of the Company and other Key Management Personnel of the consolidated entity are: Employment contracts Remuneration and other terms of employment for M.J. Paton and D.B. Whittam is formalised in a service agreement. Details of these agreements are as follows: M.J. Paton Title: Chief Executive Officer Agreement commenced: 8 February 2011 Details: D.B. Whittam Title: Base salary of $480,000 including superannuation to be reviewed annually by the Remuneration and Nomination Committee. 3 months termination notice by either party, short term incentive up to 50% of base salary as per Remuneration and Nomination Committee approval and KPI achievement. Eligible for Long Term Incentive Program. Non solicitation and non compete clauses. Exploration Manager Agreement commenced: 16 June 2012 Details: Base salary of $420,000 including superannuation to be reviewed annually by the Remuneration and Nomination Committee. 3 months termination notice by either party, short term incentive up to 40% of base salary as per Remuneration and Nomination Committee approval and KPI achievement. Eligible for Long Term Incentive Program. Non solicitation and non compete clauses. No other Key Management Personnel at present has a service contract. Employment letters outline the components of compensation paid to other Key Management Personnel but does not prescribe how compensation levels are modified year to year. Compensation levels are reviewed each year to take into account cost of living changes, any change in the scope of the role performed and any changes to meet the principles of the compensation policy. 26 Compensation of Key Management Personnel – 2012: 2012 Name Short-Term Annual Incentive Plan Bonus (iii) $ Cash Salary and Fees $ Non-Executive Directors R.G. Tweedie T.E. Dibb G. King S.J. Koroknay P.D. Moore L. Musca A.A. Young Total - 60,326 60,326 68,807 60,326 100,000 55,163 404,948 Other Key Management Personnel M.J. Paton A.M. Knox A.B. Parks(v) T. White(iv) D.B. Whittam(vi) 368,121 281,940 409,224 200,970 15,547 Total 1,275,802 Total Remuneration of Executives and Directors 1,680,750 - - - - - - - - - - - - - - - Post Employment Non Monetary Benefits (ii) $ Super- annuation $ Retire- ment Benefits $ Share Purchases (i) $ Performance Rights (Vii) $ Total $ Total Perfor- mance Based (viii) % - - - - - - - - - 42,918 - - - - - - 31,193 - - - 31,193 50,000 50,000 15,204 45,837 607 42,918 161,648 42,918 192,841 - - - - - - - - - - - - - - - 100,000 - - - - - - 100,000 - - - - - - - - - - - - - - 22,400 11,200 - - - 100,000 60,326 60,326 100,000 60,326 100,000 55,163 536,141 440,521 386,058 424,428 246,807 16,154 33,600 1,513,968 100,000 33,600 2,050,109 - - - - - - - - 5 3 - - - - - (i) Shares purchased on market (refer Directors Saving Plan below). (ii) Non performance based salary sacrifice benefits, including motor vehicle expenses. (iii) No bonuses were granted in the current period. (iv) T White retired on the 17/05/12. (v) A.B. Parks resigned on the 30/08/12. (vi) D.B. Whittam appointed 18/06/12. (vii) Performance Share Rights granted in the current period. (viii) Performance Based Compensation is considered to be Annual Incentive Bonus and Performance Rights. 27 Cue Energy Resources Limited Annual Report 2012 Annual Report of Directors Continued Compensation of Key Management Personnel – 2011: 2011 Name Cash Salary and Fees $ Short-Term Annual Incentive Plan Bonus (iii) $ Non Monetary Benefits (ii) $ Post Employment Super- annuation $ Retirement Benefits $ Share Purchases (i) $ Total $ Total Performance Based % Non-Executive Directors R.G. Tweedie S.J. Koroknay L. Musca Total - 76,453 83,332 159,785 Other Key Management Personnel 179,963 170,207 326,803 114,800 344,141 1,135,914 R.J. Coppin(iv) M.J. Paton A.M. Knox A.B. Parks T. White Total Total Remuneration of Executives and Directors - - - - - - - - - - 12,732 - 70,000 45,578 - 70,000 140,000 - - - 6,881 - 6,881 50,000 19,792 23,245 4,259 50,004 - - - - 83,332 - - 83,332 83,334 83,332 83,332 249,998 505,835 - - - - - - - - - - 748,530 189,999 465,626 119,059 464,145 1,987,359 58,310 147,300 505,835 - - - - - - 15 - 15 - 1,295,699 140,000 58,310 154,181 505,835 83,332 2,237,357 - (i) Shares purchased on market (refer Directors Saving Plan below). (ii) Non performance based salary sacrifice benefits, including motor vehicle expenses. (iii) Relates to cash bonuses granted in the 2011 financial year by the Board of Directors. (iv) R.J. Coppin retired on 07/02/11. The retirement payment of $505,835 to Mr R.J. Coppin on the 30 June 2011 financial year was a discretionary ex gratia payment resolved by the Board of Directors for services provided inclusive of statutory long service and annual leave payments. All remuneration paid to M.J. Paton and A.M. Knox is incurred by the parent entity. A.M. Knox is a Director of all the subsidiaries in the Group and an Executive of the parent company. M.J. Paton is a Director of Cue Energy Malaysia Sdn Bhd and an Executive of the parent company. (D) Equity Based Remuneration Overview of Share Options and Performance Rights For services provided from 1 July 2011, the Company has granted 4 million Performance Rights to certain Key Management Personnel as detailed above. These Performance Rights were granted under a Performance Rights Plan which was approved by shareholders at the Company’s Annual General meeting on 24 November 2011, which was the grant date for the 4 million Performance Rights. The Performance Rights Plan is a mechanism for providing a share based performance incentive for Key Management Personnel and to achieve alignment between Key Management and Shareholder objectives. Options were previously granted to the Executives as part of their remuneration as approved by the Directors. Options granted were not related to a specific performance condition. Options were granted to reward key management personnel for their contribution to achieving specific milestones. Options are granted under the plan for no consideration. Options granted carry no dividend or voting rights. No options were granted in the financial year to 30 June 2012 (2011: Nil). 28 Exercise of Share Options Granted as Compensation The movement during the reporting period, by value, of options over ordinary shares in the company held by each Key Management Personnel is detailed below:- A.M. Knox Grant Date 23/04/2007 23/04/2007 23/04/2007 12/02/2009 Opening Balance (Fully Vested) 333,334 333,333 333,333 500,000 1,500,000 Exercise Price Granted in Year 0.20 0.225 0.25 0.15 2007 2007 2007 2009 Value of options Exercised in Year $ (i) Exercise Date $26,667 $18,333 $10,000 $65,000 $120,000 19/04/2012 19/04/2012 19/04/2012 19/04/2012 (i) The value of options exercised during the year is calculated as the market price of shares of the Company as at close of trading on the date options were exercised after deducting the price paid to exercise the option. Share Options and Performance Rights Granted as Compensation Options Granted as Compensation No share options were granted to Directors or other Key Management Personnel in the financial year to 30 June 2012 (2011: Nil). No options were granted as remuneration to each Key Management personnel in prior financial years which were recorded as an expense in the 30 June 2012 financial year. No terms of equity settled share based payment transactions granted in prior years (including options granted to Key Management Personnel) have been modified or altered during the reporting period or prior period. Performance Rights Granted as Compensation Performance rights over shares in Cue Energy Resources Limited granted during the 30 June 2012 financial year were granted under the Cue Energy Resources Ltd Performance Rights Plan (“Plan”) for services provided from 1 July 2011 as approved by the Board on 22nd June 2011. The performance rights were granted under the Company’s Performance Rights Plan which was approved by shareholders at the Annual General Meeting on 24th November 2011. The Plan is designed to align the interests of executives with shareholders by providing direct participation in the benefits of future Company performance over the medium to long term. It is contemplated that Performance rights will be granted to Key Management Personnel on an annual basis. Non-Executive Directors will not be eligible to participate in the 2011/12 Plan or the 2012/13 Plan. Long term performance targets of the Company will be established every year and the future award of performance rights may be made at the Board’s sole discretion. Performance Rights – 30 June 2012 Financial Year Performance rights granted to Executives during the 30 June 2012 financial year for services provided from 1 July 2011 were: Grant Date Expiry Date Vesting Date M.J. Paton A.M. Knox A.B. Parks T. White(ii) 2011 Performance Rights Issue Expire 30 June 2013 if not vested Expire 30 June 2013 if not vested Target ASX 53 cents(i) 1,600,000 800,000 800,000 800,000 (i) The performance rights granted vest as ordinary shares on 30 June 2013 if a 30 day volume weighted average share price in Cue Energy Resources Limited quoted on the ASX increases to 53 cents per share for the period 1 July 2012 to 30 June 2013. On 30 June 2011 the share price for Cue Energy Resources Limited ordinary shares on the ASX were 26.5cents per share. If the ASX Price Target is not met the Performance Rights lapse. Executives receiving performance rights must also be employees on the vesting date or the rights will lapse. 29 Cue Energy Resources Limited Annual Report 2012 Annual Report of Directors Continued Following exercise of a performance right, the Company must issue or transfer to the person exercising the performance right the number of shares in respect of which the performance right has been exercised and credited as fully paid. All shares issued or transferred to a participant under this Plan, will, from the date of issue or transfer, rank equally with all other issued shares. Once rights have vested as shares in the company 50% of the shares may be sold on vesting but 50% must be held by the participant for a period of 12 months. Participants will not be required to make any payment for the grant of the performance rights or on the exercise of a vested performance right. The following performance rights granted to key management personnel of the Company lapsed during the year as a result of a failure to meet a vesting condition: Participant Trance Number of Performance Rights Lapsed Value at lapse date * T. White 2011/2012 Plan 800,000 $184,000 * The value at lapse date of the performance rights that were granted as part of remuneration and that lapsed during the year because a vesting condition was not satisfied. The value is determined at the date of lapsing using the closing share price on the date of lapse multiplied by the number of Performance Rights assuming the condition was satisfied. The performance rights lapsed due to the resignation of an employee. Subsequent to 30 June 2012, a further 800,000 performance rights lapsed following the resignation of A.B. Parks on 30 August 2012. The performance hurdles for the grant of performance rights under the Plan to participants, as described above, are classified as market- based hurdles. In determining the value of the performance rights granted to participants, a risk based statistical analysis was used that took into account, as at the grant date, the following variables and assumptions: • • • • • Expected life of the instrument – the performance rights will expire on 30 June 2013 should they not be exercised. Share price of the underlying share on grant date of 22.5 cents Expected volatility – the price volatility of the shares was approximately 45 percent Expected dividends – there was no dividends presently expected to be paid in respect of the underlying shares The risk free interest rate for the expected life of the instrument – the average risk free interest rate at grant date was 3.3 percent On the basis the implied value of the 2011/2012 performance rights was 2.58 cents per right. The implied value of the performance rights that could vest are: Grant Date Expiry Date Vesting Date M.J. Paton A.M. Knox A.B. Parks T. White(ii) 1,600,000 $22,400 $22,400 $44,800 800,000 $11,200 $11,200 $22,400 800,000 800,000 (i) (i) (i) (ii) (ii) (ii) 2011 Performance Rights Issue 24/11/2011 Expire 30 June 2013 if not vested Target ASX 53 cents 30 June 2012 financial year 30 June 2013 financial year Total (i) (ii) Lapsed on 30 August 2012 on resignation of employee. Lapsed on 17 May 2012 on retirement of employee. Future Performance Rights – 30 June 2013 Financial Year The participants in the 2012/13 plan are: - M.J. Paton - - A.M. Knox D.B. Whittam (appointed 18/06/12) For employee services provided from 1 July 2012 participants were granted performance rights under the Plan. On 30 June the closing share price of Cue Energy Resources Ltd on the ASX (Code: CUE) was 18 cents. The performance rights granted to Key Management Personnel will vest as ordinary shares in the company if the 30 day volume weighted average share price in Cue Energy Resources Ltd quoted on the ASX increases to 60 cents during the period 1st July 2013 to 30th June 2014. In the event that the share price target is not met within this period then the performance rights lapse. 30 The following performance rights were granted to Key Management Personnel on 1 July 2012. Vesting Date Vesting Target M.J. Paton A.M. Knox D.B. Whittam 2012 Performance Rights Issue Expire if not vested by 30 June 2014 ASX CUE 60 Cents 1,600,000 800,000 800,000 The maximum number of performance rights that could vest in future periods and hence be exercised by the participants are as follows: M.J. Paton A.M. Knox D.B. Whittam(i) Total Before 30 June 2013 Before 30 June 2014 1,600,000 800,000 - 2,400,000 1,600,000 800,000 800,000 3,200,000 Total 3,200,000 1,600,000 800,000 5,600,000 (i) D.B. Whittam (Appointed 18/06/2012) The ASX close price performance hurdles for the grant of performance rights under the Plan to participants, as described above, are classified as market-based hurdles. Directors Savings Plan Pursuant to the Directors Savings Plan, Directors can purchase through an appointed trustee, Cue Energy Resources Limited- shares on market in lieu of being paid Directors fees in cash. The number of ordinary shares purchased for the Directors as part of the Plan during the financial year are set out below: Directors No of shares purchased Value of shares purchased (i) 2012 2011 2012 2011 R.G. Tweedie 291,243 277,541 100,000 83,332 (i) Value of shares purchased based on ASX market price on date of share purchases. (E) Relationship Between Remuneration Policy and Company Performance Company Performance Review The tables below set out summary information about the company’s earnings and movements in shareholder wealth and key management remuneration for the five years to 30 June 2012. Profit Performance Revenue Net profit/(loss) before tax Net profit/(loss) after tax Key Management Remuneration 30 June 2012 $000’s 30 June 2011 $000’s 30 June 2010 $000’s 30 June 2009 $000’s 30 June 2008 $000’s 44,270 13,621 5,663 2,050 59,670 25,761 19,107 2,237 64,488 39,351 27,510 963 32,543 (20,905) (24,958) 970 38,845 15,544 11,719 966 Share Performance 30 June 2012 30 June 2011 30 June 2010 30 June 2009 30 June 2008 Share price at start of year (cents) Share price at end of year (cents) Dividends (cents) Basic earnings/(loss) share (cents) Diluted earnings/(loss) share (cents) 26.5 18.0 - 0.81 0.81 25.0 26.5 - 2.7 2.7 14.5 25.0 - 4.0 4.0 22.5 14.5 - (4.0) (4.0) 17.5 22.5 - 1.9 1.9 The company’s remuneration policy seeks to reward staff members for their contribution to adding shareholder value so there is a direct link between remuneration and company share price or financial performance. This concludes the Remuneration Report which has been audited. 31 Cue Energy Resources Limited Annual Report 2012 Annual Report of Directors Continued Auditor In accordance with the provisions of the Corporations Act 2001 the Company’s auditor, BDO East Coast Partnership (formerly PKF Chartered Accountants), continues in office. Non-audit Services The Company may decide to employ the auditor on assignments additional to its statutory audit duties where the auditor’s expertise and experience with the Company are important. The Board of Directors has considered the position and 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 audit independence requirement, of the Corporations Act 2001, based on advice received from the Audit Committee, for the following reasons: • • All non-audit services have been reviewed by the Board to ensure they do not impact the impartiality and objectivity of the auditor. None of the services undermine the general principle relating to auditor independence as set out in the Code of Ethics for Professional Accountants, including reviewing or auditing the auditor’s own work, acting in a management or a decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and reward. Audit Services Audit and review of financial reports Non-Audit Services Tax compliance services including review of tax accounting, tax returns and tax advice regarding tax losses Total $ 65,000 39,250 104,250 Independence Declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001, is set out on page 33. Rounding Off of Amounts The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with the Class Order amounts in the directors’ report and the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated. Directors’ Insurance and Indemnification of Directors and Auditors During the financial year, the company paid a premium in respect of a contract insuring the directors of the company, the company secretary, and all executive officers of the company and of any related body corporate against a liability incurred as a director, company secretary or executive officer to the extent permitted by the Corporations Act 2001. In accordance with commercial practice, the insurance policy prohibits disclosure of the terms of the policy, including the nature of the liability insured against and the amount of the premium. The company has not otherwise, during or since the end of the financial year indemnified or agreed to indemnify an officer or auditor of the company or any related body corporate against a liability incurred as an officer or auditor. Events Subsequent to Balance Date As a result of an economic project arrangement in the Jeruk field within the Sampang PSC, Indonesia, Cue may in certain circumstances have an obligation to reimburse certain monies spent by the incoming party from future profit oil within the Sampang PSC. There is a dispute between Cue and the incoming party as to the quantum of monies that they may be entitled to claim by way of such reimbursement and when any such reimbursement would be payable. The Company is of the view that any amount which might eventually become payable would not be likely to exceed the amount of USD5.3M which has been provided for in the accounts. The Company has taken legal advice and is in discussions to resolve the matter with the incoming party, which has given Notice of Arbitration. Apart from the above, the Directors are not aware of any matter or circumstance since the end of the financial year, not otherwise dealt with in this report that has significantly or may significantly affect the operations of Cue Energy Resources Limited, the results of those operations or the state of affairs of the Company or Group. On behalf of the Board Richard G. Tweedie Chairman 28th September 2012 32 33 Cue Energy Resources Limited Annual Report 2012 Directors’ Declaration The directors of Cue Energy Resources Limited declare that: (a) in the Directors’ opinion the financial statements and notes and the Remuneration report in the Directors Report set out on pages 24 to 31, are 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 2012 and of its performance, for the financial year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001. (b) (c) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1; and there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 by the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2012. Signed in accordance with a resolution of the Directors. Dated in Melbourne 28th day of September 2012 Richard G. Tweedie Chairman 34 Financial Report 2012 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the financial year ended 30 June 2012 Production income Production costs Gross profit from production Other income Amortisation costs Impairment expenses Finance costs • Interest expense • Net realised gain/(loss) on oil hedge derivatives • Change in fair value of derivatives • Net foreign currency exchange gain/(loss) Other expenses Profit before income tax Income tax expense Net profit for the year Other comprehensive income for the year net of tax Total comprehensive income for the year Net Profit is attributable to: owners of Cue Energy Resources Limited Total comprehensive income for the year is attributable to: owners of Cue Energy Resources Limited Basic earnings per share (cents) Diluted earnings per share (cents) Consolidated Note 2012 $000’s 2011 $000’s 3 4 3 4 4 4 4,3 11 4,3 4 6 41,222 (13,778) 27,444 274 (10,500) - (84) 158 - 2,616 (6,287) 13,621 (7,958) 52,506 (9,113) 43,393 7,164 (9,644) (2,838) (173) (1,209) (935) (5,328) (4,669) 25,761 (6,654) 5,663 19,107 - - 5,663 19,107 5,663 19,107 5,663 19,107 Note $ $ 22 22 0.81 0.81 2.70 2.70 The accompanying notes form part of and are to be read in conjunction with these Financial Statements. 35 Cue Energy Resources Limited Annual Report 2012 CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 June 2012 Current Assets Cash and cash equivalents Trade and other receivables Inventory Total Current Assets Non Current Assets Property, plant and equipment Deferred tax assets Exploration and evaluation expenditure Production properties Total Non Current Assets Total Assets Current Liabilities Trade and other payables Other financial liabilities Financial liability-secured Tax liabilities Provisions Total Current Liabilities Non Current Liabilities Deferred tax liabilities Provisions Total Non Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity Note 26(b) 8 10 9 6 13 15 16 11 17 6 18 6 18 7 7 Consolidated 2012 $000’s 2011 $000’s 33,733 11,746 1,500 46,979 84 322 31,765 84,886 117,057 164,036 8,631 - - 1,293 381 10,305 23,098 5,455 28,553 38,858 52,811 17,286 - 70,097 72 321 13,166 68,786 82,345 152,442 5,547 935 5,086 5,280 379 17,227 15,436 946 16,382 33,609 125,178 118,833 152,416 425 (27,663) 125,178 151,768 391 (33,326) 118,833 The accompanying notes form part of and are to be read in conjunction with these Financial Statements. 36 Financial Report 2012 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the financial year ended 30 June 2012 Consolidated Balance at 1 July 2011 Profit for the period Other comprehensive income Total comprehensive income for the period Transactions with the owners in their capacity as owners: Share based payments Issue of shares, net of costs Issued Capital $’000 Accumulated Losses $’000 Share-based Payments Reserve $’000 Total $’000 151,768 (33,326) 391 118,833 - - - - 648 5,663 - 5,663 - - - - - 34 - 5,663 - 5,663 34 648 Balance at 30 June 2012 152,416 (27,663) 425 125,178 Consolidated Balance at 1 July 2010 Profit for the period Other comprehensive income Total comprehensive income for the period Issued Capital $’000 Accumulated Losses $’000 Share-based Payments Reserve $’000 Total $’000 151,468 (52,433) 391 - - - 19,107 - 19,107 99,426 19,107 - 19,107 300 - - - - Transactions with the owners in their capacity as owners: Issue of shares, net of costs 300 - Balance at 30 June 2011 151,768 (33,326) 391 118,833 The accompanying notes form part of and are to be read in conjunction with these Financial Statements. 37 Cue Energy Resources Limited Annual Report 2012 CONSOLIDATED STATEMENT OF CASH FLOWS for the financial year ended 30 June 2012 Consolidated Note 2012 $000’s 2011 $000’s Cash Flows From Operating Activities Receipts from customers Interest received Payments to employees and other suppliers Income tax paid Royalties paid Interest paid Net Cash Provided by Operating Activities 26(a) Cash Flows From Investing Activities Payments for exploration expenditure Payments for production property Proceeds on refund of exploration expenditures Proceeds on sale of exploration tenements Payment for office equipment Net Cash Used In Investing Activities Cash Flows From Financing Activities Proceeds from issue of shares Repayment of borrowings Net Cash Used In Financing Activities Net Increase/(Decrease) in Cash and Cash Equivalents Cash and cash equivalents at the beginning of the period Effect of exchange rate change on foreign currency balances held at the beginning of the year Cash and Cash Equivalents at the end of the Period 26(b) The accompanying notes form part of and are to be read in conjunction with these Financial Statements. 41,548 266 (20,585) (8,257) (1,191) (52) 11,729 (13,156) (22,190) - 7,407 (55) 49,026 349 (3,459) (173) (2,901) (1,607) 41,235 (2,185) (6,575) 5,050 - (24) (27,994) (3,734) 648 (5,086) (4,438) (20,703) 52,811 1,625 33,733 300 (9,036) (8,736) 28,765 29,373 (5,327) 52,811 38 Financial Report 2012 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS for the finanical year ended 30 June 2012 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cue Energy Resources Limited is a for-profit Public Company listed on the Australian Securities Exchange incorporated and domiciled in Australia. The financial report was authorised for issue by the Directors on the date the Directors’ Declaration was signed. (c) Basis of preparation The accounting policies set out below have been applied consistently to all periods presented in this report. (a) Operations and principal activities Operations comprise petroleum exploration, development and production activities. (b) Statement of compliance The financial report is a general purpose financial report presented in Australian dollars which has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations adopted by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001 as appropriate for-profit oriented entities. International Financial Reporting Standards (“IFRSs”) form the basis of Australian Accounting Standards adopted by the AASB. The financial reports of the consolidated entity also comply with IFRS and interpretations adopted by the International Accounting Standards Board. Consolidated Statement Of Financial Position The financial report has been prepared for a going concern using the historical cost basis except for shares held in listed companies, which are recognised at fair value. Fair value means the amount for which an asset could be exchanged, or liability settled, between knowledgeable, willing partners in an arm’s length transaction. (d) Restatement of comparative The prior year balances of deferred tax assets and deferred tax liabilities in the statement of financial position had been restated to reflect the balances after offsetting the amounts consistent with the current year presentation. In offsetting the amounts there has been no change in prior year income tax balances or net assets. Extracts (being only those line items affected) are disclosed below: Non Current Assets Deferred tax assets Total Non Current Assets Total Assets Non Current Liabilities Deferred tax liabilities Total Non Current Liabilities Total Liabilities Net Assets 2011 $000’s Reported Consolidated 2011 $000’s Adjustment 2011 $000’s Restated 11,612 93,636 163,733 26,727 27,673 44,900 (11,291) (11,291) (11,291) (11,291) (11,291) (11,291) 321 82,345 152,442 15,436 16,382 33,609 118,833 - 118,833 The accompanying notes form part of and are to be read in conjunction with these Financial Statements. 39 Cue Energy Resources Limited Annual Report 2012 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’) (e) Critical accounting estimates and judgements (v) Estimates of Reserve Quantities The preparation of a financial report in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated 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 about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by each entity in the consolidated entity. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. (i) Recovery of deferred tax assets Deferred tax assets resulting from unused tax losses have been recognised on the basis that management considers it is probable that future tax profits will be available to utilise the unused tax losses. (ii) Share-based payment transactions The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined for options by using the Black Scholes Option Valuation Model and for Performance Rights a risked statistical analysis technique is used. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity. The Group measures the cost of cash-settled share-based payments at fair value at the grant date using the Black-Scholes Option Valuation Model by taking into account the terms and conditions upon which the instruments were granted. (iii) Impairment Testing Determining whether exploration expenditure and production properties is impaired. Production properties impairment testing requires an estimation of the value in use of the cash generating units to which deferred production property expenses have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. (iv) Useful Life of Production Property Assets As detailed at Note 1 (n) “Production Properties”, production properties are amortised on a unit of production basis, with separate calculations being made for each resource. Estimates of reserve quantities are a critical estimate impacting amortisation of production property assets. The estimated quantities of Proven and Probable hydrocarbon reserves reported by the Company are integral to the calculation of depletion and depreciation expense and to assessments of possible impairment of assets. Estimated reserve quantities are based upon interpretations of geological and geophysical models and assessments of the technical feasibility and commercial viability of producing the reserves. These assessments require assumptions to be made regarding future development and production costs, commodity prices, exchange rates and fiscal regimes. The estimates of reserves may change from period to period as the economic assumptions used to estimate the reserves can change from period to period, and as additional geological data is generated during the course of operations. Reserves estimates are prepared in accordance with the Company’s policies and procedures for reserves estimation which conform to guidelines prepared by the Society of Petroleum Engineers. (f) New, revised or amending Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period. The following Australian Accounting Standards and Interpretations most applicable to the Group that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2012: • • • • • • AASB 9 Financial Instruments includes requirements for the classification and measurement of financial assets resulting from the first part of Phase 1 of the project to replace AASB 139 Financial Instruments: Recognition and Measurement, which becomes mandatory for the Group’s 30 June 2016 financial statements. AASB 10 Consolidated Financial Statements introduces a new definition of control in regards to consolidation, which becomes mandatory for the Group’s 30 June 2014 financial statements. AASB 11 Joint Arrangements addresses joint operations and joint ventures, which becomes mandatory for the Group’s 30 June 2014 financial statements. AASB 12 Disclosure of Interests in Other Entities addresses the disclosure requirements for all forms of interests in other entities, which becomes mandatory for the Group’s 30 June 2014 financial statements. AASB 13 Fair Value Measurement consolidates the measurement and disclosure requirements in respect of fair values into one standard, which becomes mandatory for the Group’s 30 June 2014 financial statements. Interpretation 20 Stripping Costs provides guidance on stripping costs during the production phase of a surface mine, which becomes mandatory for the Group’s 30 June 2014 financial statements. 40 Financial Report 2012 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’) The Group has not yet determined the eventual effect of the above standards, amendments to standards and interpretations, however at this stage it is not thought to be material. (g) Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Cue Energy Resources Limited (‘’company’’ or ‘’parent entity’’) as at 30 June 2012 and the results of all subsidiaries for the year then ended. Cue Energy Resources Limited and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity. Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. (h) Revenue recognition Revenue is recognised in the statement of comprehensive income when the significant risks and rewards of ownership have been transferred to the buyer. Revenue is recognised and measured at the fair value of the consideration or contributions received, net of goods and service tax (“GST”), to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Sales revenue Sales revenue is recognised on the basis of the Group’s interest in a producing field (“entitlements” method), when the physical product and associated risks and rewards of ownership pass to the purchaser, which is generally at the time of ship or truck loading, or in certain instances the product entering the pipeline. Revenue earned under a production sharing contract (“PSC”) is recognised on a net entitlements basis according to the terms of the PSC. Interest income 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. Refer to Note 1(y) for the details. Interest revenue is recognised as interest accrues using the effective interest method. This is a method calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial assets to the net carrying amount of the financial asset. The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group (refer Note 1 (x)). Other income A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest is recognised directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of comprehensive income and statement of financial position of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Investments in subsidiaries are accounted for at cost in the individual financial statements of Cue Energy Resources Limited. Other income is recognised in the statement of comprehensive income at the fair value of the consideration received or receivable, net of GST, when the significant risks and rewards of ownership have been transferred to the buyer or when the service has been performed. The gain or loss arising on disposal of a non-current asset is included as other income at the date control of the asset passes to the buyer. The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal. (i) Exploration and evaluation project expenditure Costs incurred during the exploration, evaluation and development stages of specific areas of interest are accumulated. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest. Expenditure is only carried forward as an asset where it is expected to be fully recouped through the successful development of the area, or where activities to date have not yet reached a stage to allow adequate assessment regarding existence of economically recoverable reserves, and active and significant operations in relation to the area are continuing. 41 Cue Energy Resources Limited Annual Report 2012 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’) Ultimate recoupment of costs is dependent on successful development and commercial exploitation, or alternatively, sale of respective areas. Costs are written off as soon as an area has been abandoned or considered to be non-commercial. No amortisation is provided in respect of projects in the exploration, evaluation and development stages until they are reclassified as production properties. Restoration costs recognised in respect of areas of interest in the exploration and evaluation stage are carried forward as exploration, evaluation and development expenditure. (j) Impairment The carrying amounts of the Company’s and consolidated entity’s assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indications exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds the recoverable amount. Impairment losses are recognised in the statement of comprehensive income, unless an asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through profit or loss. Impairment losses recognised in respect of cash-generating units are allocated to reduce the carrying amount of the assets in the unit (group of units) on a pro rata basis. (k) Calculation of recoverable amount For oil and gas assets the estimated future cash flows are based on value in use calculations using estimates of hydrocarbon reserves, future production profiles, commodity prices, operating costs and any future development costs necessary to produce the reserves. Estimates of future commodity prices are based on contracted prices where applicable or based on forward market prices where available. The recoverable amount of other assets is the greater of their net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. (m) Capitalisation of borrowing costs Borrowing costs, including interest and finance charges relating to major oil and gas assets under development up to the date of commencement of commercial operations, are capitalised as a component of the cost of development. Where funds are borrowed specifically for qualifying projects the actual borrowing costs incurred are capitalised. Where the projects are funded through general borrowings the borrowing costs are capitalised based on the weighted average borrowing rates. Borrowing costs incurred after commencement of commercial operations are expensed. (n) Production properties Production properties are carried at balance date at cost less accumulated amortisation and accumulated impairment losses. Production properties represent the accumulation of all exploration, evaluation, development and acquisition costs in relation to areas of interest in which production licences have been granted. Amortisation of costs is provided on the unit-of-production basis, separate calculations being made for each resource. The unit-of- production basis results in an amortisation charge proportional to the depletion of economically recoverable reserves (comprising both proven and probable reserves). Amounts (including subsidies) received during the exploration, evaluation, development or construction phases which are in the nature of reimbursement or recoupment of previously incurred costs are offset against such costs. (o) Property, plant and equipment Class of Fixed Asset Plant and equipment Depreciation Rate 5-33% All items of property, plant and equipment are initially recorded at cost. Property, plant and equipment is carried at cost less accumulated depreciation and accumulated impairment losses. Depreciation is calculated on a diminishing value basis so as to allocate the cost of each item of equipment over its expected economic life. The economic life of equipment has due regard to physical life limitations and to present assessments of economic recovery. Estimates of remaining useful lives are made on a regular basis for all assets, with annual reassessment for major items. Gains and losses on disposal of property, plant and equipment are taken into account in determining the operating results for the year. (l) Reversals of impairment (p) Cash and cash equivalents An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. No impairment loss is reversed in respect of goodwill. For purposes of the statement of cash flows, cash includes deposits at call which are readily convertible to cash on hand and which are used in the cash management function on a day-to- day basis, net of outstanding bank overdrafts. (q) Receivables Trade accounts receivable, amounts due from related parties and other receivables represent the principal amounts due at balance date plus accrued interest and less, where applicable, any unearned income and allowance for doubtful accounts. 42 Financial Report 2012 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’) (r) Inventories Inventories consist of hydrocarbon stocks. Inventories are valued at the lower of cost and net realisable value. Cost is determined on a weighted average basis and includes direct costs and an appropriate portion of fixed production overheads where applicable. (s) Payables Payables represent the principal amounts outstanding at balance date plus, where applicable, any accrued interest. Trade payables are normally paid within 30 days. are determined after taking into consideration estimated future increase in wages and salaries and past experience regarding staff departures. Related on-costs are included. (v) Joint ventures When a member of the group participates in a joint venture arrangement, the member recognises its proportionate interest in the individual assets, liabilities, revenue and expenses of the joint venture. The liabilities recognised include its share of those for which it is jointly liable. Details of major joint venture interests are set out in Note 19. (t) Provisions (w) Income tax A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risk specific to the liability. Restoration Provisions for future environmental restoration are recognised where there is a present obligation as a result of exploration, development, production, 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. The provision of future restoration costs is the best estimate of the present value of the future expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements. Future restoration costs are reviewed annually and any changes in the estimate are reflected in the present value of the restoration provision at the balance sheet date, with a corresponding change in the cost of the associated asset. The amount of the provision for future restoration costs relating to exploration, development and production facilities is capitalised and depleted as a component of the cost of those activities. (u) Employee benefits The following liabilities arising in respect of employee benefits are measured at their nominal amounts: - - wages and salaries and annual leave expected to be settled within twelve months of the reporting date; and other employee benefits expected to be settled within twelve months of the reporting date. All other employee benefit liabilities expected to be settled more than 12 months after the reporting date are measured at the present value of the estimated future cash outflows in respect of services provided up to the reporting date. Liabilities 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 for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Deferred income 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. However, the deferred income tax is 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 reporting date 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 controlled entities where the parent entity 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. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. Cue Energy Resources Limited (the ‘head entity’) and its wholly- owned Australian controlled entities have formed an income tax consolidated group under the tax consolidation regime effective 1 July 2010. The head entity and the controlled entities in the tax 43 Cue Energy Resources Limited Annual Report 2012 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’) consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the group allocation approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entitles in the tax consolidated group. Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Assets or liabilities arising under tax funding agreement with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity. (x) Foreign currency Functional and presentation currency The financial statements of each group entity are measured using its functional currency, which is the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars, as this is the parent entity’s functional and presentation currency. Transactions and Balances Transaction in foreign currencies of entities within the consolidated entity are translated into functional currency at the rate of exchange ruling at the date of the transaction. Foreign currency monetary items that are outstanding at the reporting date (other than monetary items arising under foreign currency contracts where the exchange rate for that monetary item is fixed in the contract) are translated using the spot rate at the end of financial year. Resulting exchange differences arising on settlement or re-statement are recognized as revenues and expenses for the financial year. (y) Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree’s identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not measured and its subsequent settlement is accounted for within equity. The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-exiting investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s previously held equity interest in the acquirer. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months form the date of acquisition or (ii) when the acquirer receives all the information possible to determine fair value. (z) Share-based payment transactions Equity settled transactions The Group provides benefits in the form of share-based payments to executives, senior management and general staff. These personnel render services in exchange for shares or rights over shares (equity-settled transactions). The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value for the options over ordinary shares are determined using the Black- Scholes Option Valuation Model and for Performance Rights a risked statistical analysis pricing technique is used. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company (market conditions) if applicable. The cost of equity-settled transactions is recognised, together 44 Financial Report 2012 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’) with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting date). Investments in equity instruments that do not have a quoted market price in an active market, and whose fair value cannot be reliably measured are not designated as at fair value though profit or loss. The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting date has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The profit and loss charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share- based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had not vested on the date of cancellation, and any expense not yet recognised for the award is not recognised. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect, if any, of outstanding options and Performance Rights is reflected as additional share dilution in the computation of earnings per share (see Note 22). (aa) Financial instruments Classification The group classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its financial instruments at the initial recognition. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are either: i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit; or ii) designated as such upon initial recognition, where they are managed on a fair value basis or to eliminate or significantly reduce an accounting mis-match. Except for effective hedging instruments, derivatives are also categorised as fair value through profit or loss. Fair value movements are recognised in profit or loss. Present investment strategy is to keep assets in a highly liquid state and almost all of the investment assets are held in cash. A gain or loss arising from a change in the fair value of a financial asset or financial liability classified as at fair value through profit or loss is recognised in profit or loss. Derivate financial instruments and hedging The Group can use derivative financial instruments (including forward currency contracts, forward commodity contracts and interest rate swaps) to hedge its risks associated with foreign currency, commodity prices and interest rate fluctuations. Such derivate financial instruments are initially recognised at fair value on the date at which a derivate contract is entered into and are subsequently remeasured to fair value. Certain other derivate instruments which are economic hedges are also held for trading for the purpose of making short-term gains. These derivatives do not qualify for hedge accounting and changes in fair value are recognised immediately in profit or loss in income or expenses. Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Held for trading derivate assets and liabilities are classified as current in the statement of financial position. Derivative assets and liabilities are classified as non-current when the remaining maturity is more than 12 months, or current when the remaining maturity is less than 12 months. The fair values of forward currency contracts are calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair values of interest rate swaps are determined using a valuation technique based on cash flows discounted to present value using current market interest rates. The fair value of commodity contracts are also determined using a discounted cash flow valuation technique using cash flow estimates based on observable and unobservable forward prices for the commodity. Any gains or losses arising from changes in the fair value of derivatives, except for those that qualify as cash flow hedges, are taken directly to profit or loss for the year. Non-listed investments for which fair value cannot be reliably measured, are carried at cost and tested for impairment. Held-to-Maturity Investments Fixed term investments intended to be held to maturity are classified as held-to-maturity investments. They are measured at amortised cost using the effective interest rate method. Loans and Receivables Loan and receivables are measured at fair value at inception and subsequently at amortised cost using the effective interest rate 45 Cue Energy Resources Limited Annual Report 2012 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’) (ac) Contributed equity Ordinary share capital is recognised at the fair value of the consideration received by the company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders. (ad) Earnings per share Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: • • • costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. (ae) Rounding The amounts contained in this financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies. method. Interest income is recognised by applying the effective interest rate method. Available-for-Sale Available-for-sale financial assets include any financial assets not included in the above categories and are measured at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity. The cumulative gain or loss is held in equity until the financial asset is de-recognised, at which time the cumulative gain or loss held in equity is recognised in profit and loss. An impairment loss arising in relation to an “available- for-sale” instrument is recognised directly in profit and loss for the period. Financial Liabilities Financial liabilities include trade payables, other creditors and loans from third parties including inter-company balances and loans from or other amounts due to director-related entities. Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. Impairment of financial assets The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in the statement of comprehensive income. Impairment losses recognised in the statement of comprehensive income on equity instruments classified as available-for-sale are not reversed through the statement of comprehensive income. Full disclosure of information about financial instruments to which the Group is a party is provided in Note 2. (ab) Leases Leases of property, plant and equipment where substantially all the risks and benefits incidental to ownership of the asset, are classified as finance leases. Finance leases are capitalised, recorded as an asset and a liability equal to the present value of the minimum lease payments, including any residual payments as determined by the lease contract. Leased assets are amortised on a straight line basis over the estimated useful lives where it is likely that the consolidated entity will obtain legal ownership of the asset on expiry of the lease. Lease payments are allocated over both the lease interest expense and the lease liability. Lease payments for operating leases where substantial risks and benefits remain with the lessor are charged as expenses in the periods in which they are incurred. 46 Financial Report 2012 2. FINANCIAL INSTRUMENTS The Group’s principal financial instruments comprise receivables, payables, borrowings, available for sale financial assets, cash and short term deposits. The Group manages its exposure to key financial risks, including interest rate and currency risk through management’s regular assessment of financial risks. The objective of the assessment is to support the delivery of the Group’s financial targets whilst protecting future financial security. The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, commodity price risk, other price risk, credit risk and liquidity risk. The Group uses different methods to measure and manage different types of risk to which it is exposed. These include monitoring levels of exposure to interest rate and foreign exchange risk and assessments of market forecasts for interest rate, foreign exchange and commodity prices. Aging analyses and monitoring of specific credit allowances are undertaken to manage credit risk and liquidity risk is monitored through the development of future rolling cash flow forecasts. These risks are summarised below. Primary responsibility for identification and control of financial risks rests with the Chief Financial Officer under the authority of the Board. The Board reviews and agrees management’s assessment for managing each of the risks identified below, including foreign currency risk, interest rate risk, credit allowances, and future cash flow forecast projections. The carrying amounts and net fair values of the economic entity’s financial assets and liabilities at balance date are: Consolidated Financial assets Cash and cash equivalents Trade and other receivables Non-traded financial assets Financial liabilities Trade and other payables Other financial liabilities-derivatives Current liability - tax Financial liabilities-secured Non-traded financial liabilities Risk Exposures and Responses (a) Fair Values Carrying Amount Net Fair Value 2012 $’000 2011 $’000 2012 $’000 2011 $’000 33,733 11,746 45,479 8,631 - 1,293 - 9,924 52,811 17,286 70,097 5,547 935 5,280 5,086 16,848 33,733 11,746 45,479 8,631 - 1,293 - 9,924 52,811 17,286 70,097 5,547 935 5,280 5,086 16,848 The financial assets and liabilities of the Group are recognised on the statement of financial position at their fair value in accordance with the accounting policies in Note 1. Net Fair Values The net fair value of traded instruments have been valued at the quoted market bid price at balance date adjusted for transaction costs expected to be incurred. For other assets and other liabilities the net fair value approximates their carrying value. Basis for determining fair values The following summarises the significant methods and assumptions used in estimating the fair values of financial instruments: Trade and other receivables The carrying value less impairment provision of trade receivables is a reasonable approximation of their fair values due to the short- term nature of trade receivables. Available-for-sale financial assets The fair value of available-for-sale financial assets is determined by reference to their quoted bid price at the reporting date. 47 Cue Energy Resources Limited Annual Report 2012 2. FINANCIAL INSTRUMENTS (cont’) Derivatives 10,000 barrels per month have been sold forward up until 31 December 2011 at Dated Brent USD98 per barrel. Fair value is determined by reference to active market pricing at balance date. No derivatives were outstanding at balance date. Financial liabilities Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. Where these cash flows are in a foreign currency the present value is converted into Australian dollars at the foreign exchange spot rate prevailing at reporting date. Trade and other payables The carrying value of trade payables is a reasonable approximation of their fair values due to the short term nature of trade payables. The following table details the entities fair value of financial instruments categorised by the following levels: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs) 30 June 2012 Level 1 Level 2 Level 3 Financial liabilities held at fair value through profit & loss Forward Sale (Swap) instrument Total 30 June 2011 Financial assets held at fair value through profit & loss Forward Sale (Swap) instrument Total (b) Interest Rate Risk Level 1 - - - - - - Level 2 Level 3 (935) (935) - - - - The Group’s exposure to market interest rate is related primarily to the Group’s cash deposits (Note 26b) and borrowings (Note 17). At balance date, the Group had the following mix of financial assets and liabilities exposed to Australian and overseas variable interest rate risk that are not designated in cash flow hedges: Financial Assets Cash & cash equivalents Financial Liabilities Other financial liabilities Financial liabilities-secured Net exposure Consolidated 2012 $’000 2011 $’000 33,733 52,811 - - 33,733 (935) (5,086) 46,790 The Group constantly analyses its interest rate opportunity and exposure. Within this analysis consideration is given to existing positions and alternative arrangement on fixed or variable deposits. The following sensitivity analysis is based on the interest rate opportunity/risk in existence at balance date. 48 Financial Report 2012 2. FINANCIAL INSTRUMENTS (cont’) Based upon the average balance of net exposure during the year, if interest rates changed by +/-1%, with all other variables held constant, the estimated impact on post-tax profit and equity would have been: Impact on post-tax profit Interest rates +1% Interest rates –1% Impact on equity Interest rates +1% Interest rates –1% Consolidated 2012 $000’s 2011 $000’s 510 (510) 510 (510) 519 (519) 519 (519) A movement of + and – 1% is selected because this historically is within a range of rate movements and available economic data suggests this range is reasonable. (c) Foreign Exchange Risk The Group is subject to foreign exchange rate risk on its international exploration and appraisal activities where costs are incurred in foreign currencies, in particular United States dollars. The Board approved the policy of holding certain funds in United States dollars to manage foreign exchange risk. The Group’s exposure to foreign exchange risk at the reporting date was as follows (holdings are shown in AUD equivalent): Consolidated Financial assets Cash and cash equivalents Receivables Financial liabilities Current payables Financial liabilities-secured 30 June 2012 30 June 2011 USD $’000 NZD $’000 PNG KINA $’000 USD $’000 NZD $’000 PNG KINA $’000 32,385 9,268 1,621 - 1,152 171 731 - 7 - - - 49,571 9,557 2,889 5,086 1,229 216 1,205 - 7 - - - For the year ended as at 30 June, if the currencies set out in the table above, strengthened or weakened against the US dollar by the percentage shown, with all other variables held constant, net profit for the year would increase/(decrease) and net assets would increase / (decrease) by: Impact on post-tax profit AUD/USD +10% AUD/USD -10% Impact on equity AUD/USD +10% AUD/USD -10% Consolidated 2012 $000’s 2011 $000’s (3,303) 3,303 (3,303) 3,303 (2,195) 2,195 (2,195) 2,195 Management believes the balance date risk exposures are representative of the risk exposure inherent in the financial instruments. A movement of + and – 10% is selected because a review of recent exchange rate movements and economic data suggests this range is reasonable. 49 Cue Energy Resources Limited Annual Report 2012 2. FINANCIAL INSTRUMENTS (cont’) (d) Commodity Price Risk The Group is involved in oil and gas exploration and appraisal and since April 1998 has received revenue from the sale of hydrocarbons. Exposure to commodity price risk is therefore limited to this production and from successful exploration and appraisal activities the quantum of which at this stage cannot be measured. Commodity price risk exposure The Group is exposed to commodity price fluctuations through the sale of petroleum products denominated in US dollars. The Group may enter into commodity crude oil price swap and option contracts to manage its commodity price risk. At 30 June 2012 the Group had no open oil price swap contracts (2011: 60,000 bbls at Dated Brent USD98 per bbl). Sensitivity of the oil swap contract to changes of +/- 20% would impact on post tax profit and equity as follows: Impact on post-tax profit US dollar oil price +20% US dollar oil price –20% Impact on equity US dollar oil price +20% US dollar oil price –20% Consolidated 2012 $000’s 2011 $000’s - - - - 429 (429) 429 (429) If the US dollar oil price changed by +/-20% from the average oil price during the year, with all other variables held constant, the estimated impact on post-tax profit and equity would have been: Impact on post-tax profit US dollar oil price +20% US dollar oil price –20% Impact on equity US dollar oil price +20% US dollar oil price –20% Consolidated 2012 $000’s 2011 $000’s 3,683 (3,683) 3,683 (3,683) 4,674 (4,674) 4,674 (4,674) Management believes the balance date risk exposures are representative of the risk exposure inherent in the financial instruments. A movement of + and – 20% is selected because a review of historical oil price movements and economic data suggests this range is reasonable. Other price risks The Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments and the potential impact of any movements in equity market prices would have an insignificant impact on profit and equity. The Group’s sensitivity to equity prices has not changed significantly from the prior year and is not material. 50 Financial Report 2012 2. FINANCIAL INSTRUMENTS (cont’) (e) Liquidity Risk Liquidity Risk is the risk that the group, although balance sheet solvent, cannot meet or generate sufficient cash resources to meet its payment obligations in full as they fall due, or can only do so at materially disadvantageous terms. Ultimate responsibility for liquidity risk management rests with the board of directors, who have established an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group predominantly funded the Maari oil field development from external borrowings as part of its liquidity risk management process. As the field is now in production, the production receipts are being used to directly pay down the project borrowings directly reducing the Group’s exposure to liquidity risk. At 30 June 2012, all borrowings have been repaid. During the year the Company received equity of $0.65 million on conversion of options. The Group is consequently more than sufficiently solvent to meet its payment obligations in full as they fall due. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Group aims to maintain flexibility in funding to meet ongoing operational requirements, exploration and development expenditure, and small-to-medium-sized opportunistic projects and investments, by keeping committed credit facilities available. The following table analyses the contractual maturities of the Group’s financial liabilities into relevant groupings based on the remaining period at the reporting date to the contractual undiscounted cash flows comprising principal and interest repayments. Estimated variable interest expense is based upon appropriate yield curves existing as at 30 June 2012. Consolidated 2012 Non-derivative financial liabilities Trade and other payables (i) Current liability-tax 2011 Non-derivative financial liabilities Trade and other payables (i) Current tax liability Financial liability secured Derivative financial liabilities Other financial liabilities-derivatives 12 months or less $000’s 1 to 2 years $000’s 2 to 5 years $000’s More than 5 years $000’s 8,631 1,293 9,924 5,547 5,280 5,086 15,913 935 935 - - - - - - - - - - - - - - - - - - - - - - - - - - - (i) Repayment within 3 months, except for the Medco liability of AUD5.2M which is expected to be repaid in 12 months. 51 Cue Energy Resources Limited Annual Report 2012 2. FINANCIAL INSTRUMENTS (cont’) (f) Credit Risk Credit risk arises from the financial assets of the group, which comprise cash and cash equivalents, trade and other receivables and available-for-sale financial assets. The Group’s exposure to credit risk arises from potential default of the counter party, with maximum exposure equal to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note. The Group does not hold any credit derivatives to offset its credit exposure. The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the Group’s policy to securitize its trade and other receivables. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an assessment of their independent credit rating, financial position, past experience and industry reputation. The risks are regularly monitored. At balance date there are no significant concentrations of credit risk within the Group. 3. REVENUE Operating Revenue Production income Interest from cash and cash equivalents Other Income Management fees Profit on sale of exploration assets Oil Hedge Recognition (at fair value) Income: – realised Net foreign currency gain Total Revenue Consolidated 2012 $000’s 2011 $000’s 41,222 52,506 274 312 - - - 158 2,616 2,774 44,270 73 6,779 6,852 - - - 59,670 52 Financial Report 2012 4. EXPENSES Operating Expenses Production costs Amortisation production properties Interest expense Net realised loss on oil hedge derivatives Change in fair value of derivatives Net foreign currency loss Exploration and evaluation costs written off (Note 13) Other Expenses Depreciation Employee expense (net of superannuation) Superannuation contribution expense Administrative expenses Operating lease expense Business development expenses Other expense Total Operating Expenses 5. AUDITORS REMUNERATION Amounts paid or due and payable to the auditor – BDO (1) for: Audit or review of the financial reports Other Services: Tax compliance services (1) BDO East Coast Partnership previously traded as PKF East Coast Practice. No other services were provided by the auditor during the period, other than those set out above. Consolidated 2012 $000’s 2011 $000’s 13,778 10,500 84 - - - - 44 3,141 182 693 203 2,024 6,287 30,649 9,113 9,644 173 1,209 935 5,328 2,838 24 2,791 191 886 150 627 4,669 33,909 Consolidated 2012 $000’s 2011 $000’s 65,000 71,000 39,250 104,250 42,682 113,682 53 Cue Energy Resources Limited Annual Report 2012 6. TAXATION Income Tax Expense Current tax Adjustment to prior periods Deferred tax Income tax expense/(benefit) is attributable to: Profit from continuing operations Aggregate income tax expense Deferred Income tax (revenue)/expenses included in income tax comprises: Decrease/(increase) in deferred tax assets (Decrease)/increase in deferred tax liabilities Consolidated Entity 2012 $’000 2011 $’000 1,967 (1,670) 7,661 7,958 3,632 - 3,022 6,654 7,958 6,654 1,782 5,879 7,661 3,512 (490) 3,022 Numerical reconciliation of income tax expense to prima facie tax on accounting profit/(loss) Profit/(loss) from continuing operations before income tax expense 13,621 25,761 Tax expense/(benefit) at Australian tax rate of 30% (2011: 30%) 4,086 7,742 Unrealised timing differences Difference in overseas tax rates Non-Allowable/(Allowable) mining deductions Tax losses carried forward Adjustments to current tax from prior periods Previously unrecognised tax losses now recognised to reduce tax expense 4,688 1,701 (629) - (1,670) (218) 3,501 (767) (2,337) 870 87 (2,442) Income tax expense/(benefit) 7,958 6,654 Tax losses Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit at 30% Current tax liabilities Income tax payable attributable to: Other wholly owned subsidiaries 19,988 5,996 14,257 4,277 1,293 1,293 5,280 5,280 54 Financial Report 2012 6. TAXATION (cont’) Non-current assets – deferred tax assets Movements - Consolidated Opening balance (Debit)/credit to the income statement Closing balance Non-current liabilities – deferred tax liabilities Movements - Consolidated Opening balance (Debit)/credit to the income statement Net (i) Presentation in the consolidated statement of financial position as follows: Deferred tax asset Deferred tax liability Net Tax Losses $’000 Total $’000 11,612 (1,782) 9,830 15,124 (3,512) 11,612 (26,727) (5,879) (27,217) 490 (32,606) (26,727) (22,776) (15,115) 322 (23,098) (22,776) 321 (15,436) (15,115) (i) (i) (i) The Company has also prepared forward projections of taxable future profits over 5 years to determine whether it will have sufficient taxable profits to recoup the losses it has recorded in the current period as deferred tax assets. These projections are based upon taxable income to the subsidiary entity in the form of hydrocarbon receipts. 55 Cue Energy Resources Limited Annual Report 2012 7. CAPITAL AND RESERVES (a) Share capital Issued and paid up 698,119,720 (2011: 694,819,718) ordinary fully paid shares Balance at 1 July 3,300,002 options exercised 1,500,000 options exercised Consolidated 2012 $000’s 2011 $000’s 2012 $000’s 2011 $000’s 151,768 151,468 694,819,718 693,319,718 648 - 300 3,300,002 - - 1,500,000 Closing balance 152,416 151,768 698,119,720 694,819,718 Movements in contributed capital since 1 July 2011 were as follows: 01/07/11 balance at beginning period 30/08/2011 shares issue 30/08/2011 shares issue 19/04/2012 shares issue 19/04/2012 shares issue 19/04/2012 shares issue 19/04/2012 shares issue Ordinary Shares 694,819,718 166,668 166,667 1,033,333 533,334 866,667 533,333 Issue price $’000 20 cents 15 cents 15 cents 20 cents 22.5 cents 25 cents 151,768 33 25 155 107 195 133 30/06/12 balance at end period 698,119,720 152,416 Shares Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and moneys paid up on shares held. Ordinary shares entitle holders to one vote, either in person or by proxy at a meeting of the Company. The Company has an unlimited authorised capital and the shares have no par value. (b) Share based payment reserve Balance at 1 July Performance share rights payment expense Closing balance Share based payment reserve Nature and purpose of reserve Consolidated 2012 $000’s 2011 $000’s 391 34 425 391 - 391 This reserve is used to record the value of equity benefits provided as part of agreements entered into by the company during the year. Refer to Note 24 and the remuneration section of the Director’s Report for details. 56 Financial Report 2012 7. CAPITAL AND RESERVES (cont’) The following reconciles the outstanding options and share rights granted as remuneration in the current and prior financial years at the beginning and end of the year. Balance at beginning of the Year Granted during the Year Forfeited during the Year Exercised during the Year Expired during the Year Issued Shares during the Year Balance at end of the Year (c) Capital management 2012 Number of Share Rights 2012 Number of Options - 4,000,000 (800,000) - - - 3,200,000 4,300,000 -- - (3,300,002) (999,998) - - When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. Management are constantly adjusting the capital structure to take advantage of favourable costs of capital or high returns on assets. As the market is constantly changing, management may change the amount of dividends to be paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. During 2012 management did not pay any dividends. There has been no change to the strategy adopted by management to control the capital of the entity. The gearing ratios for the year ended 30 June 2012 and 30 June 2011 are as follows: Financial liabilities-secured Other current liabilities (excluding provisions) Total Less cash and cash equivalents Surplus cash Total equity Total capital Gearing ratio Consolidated Group 2012 $000’s 2011 $000’s - (9,924) (9,924) 33,733 23,809 125,178 152,416 -% (5,086) (11,762) (16,848) 52,811 35,963 118,833 151,768 -% 57 Cue Energy Resources Limited Annual Report 2012 8. TRADE AND OTHER RECEIVABLES Current receivables Trade receivables Non-trade receivables and prepayments The ageing of trade receivables at the reporting date was as follows: Less than one month Consolidated Group 2012 $000’s 2011 $000’s 11,180 566 11,746 11,180 11,180 8,782 8,504 17,286 8,782 8,782 Trade receivables are non-interest-bearing and settlement terms are generally within 30 days. Trade receivables are neither past due nor impaired and relate to a number of independent customers for whom there is no recent history of default. Impaired receivables At 30 June 2012 there were no current trade receivables that were impaired (2011: $Nil). The balance of the allowance for impairment in respect of trade receivables at 30 June 2012 was $Nil (2011: $Nil). There has been no movement in the allowance during the year. The Directors consider the carrying value of receivables reflect their fair values. 9. PROPERTY, PLANT AND EQUIPMENT Office and computer equipment Cost Accumulated depreciation Consolidated 2012 $000’s 2011 $000’s 338 (254) 84 312 (240) 72 Reconciliation of the carrying amounts of each class of property plant and equipment at the beginning and end of the current financial year are set out below: Balance at beginning of year Additions Depreciation expense Balance at end of year 10. INVENTORY Current Assets Inventory 58 Consolidated 2012 $000’s 2011 $000’s 72 55 (43) 84 72 24 (24) 72 Consolidated 2012 $000’s 2011 $000’s 1,500 - Financial Report 2012 11. OTHER FINANCIAL LIABILITIES Consolidated 2012 $000’s 2011 $000’s Current Liability Recognition of oil swap based on market price at balance date - 935 12. SHARES IN SUBSIDIARIES AT BALANCE DATE Shares held by the parent entity at balance date: Subsidiary Companies 2012 $ 2011 $ Interest Held Country of Incorporation Principal Activity Parent Petroleum production and exploration Australia Australia Administration 100% 100% Cue PNG Oil Company Pty Ltd Cue Energy Holdings Ltd Cue Mahakam Hilir Pty Ltd Cue (Ashmore Cartier) Pty Ltd Cue Sampang Pty Ltd Cue Taranaki Pty Ltd Toro Oil Pty Ltd Cue Energy Malaysia Sdn Bhd 1 1 1 2 1 1 1 2 1 1 1 2 1 1 1 2 100% Australia 100% Australia 100% Australia 100% Australia 100% Australia 100% Malaysia Galveston Mining Corporation Pty Ltd 1,286,678 1,286,678 100% Australia Less accumulated impairment losses (1,286,678) (1,286,678) - - Cue Exploration Pty Ltd 1,929,077 1,929,077 100% Australia Less accumulated impairment losses (1,343,808) (1,343,808) Total All companies in the Group have a 30 June balance date. 585,269 585,269 585,279 585,279 Petroleum production and exploration Petroleum exploration Petroleum exploration Petroleum exploration Petroleum exploration Petroleum production Petroleum exploration Petroleum exploration 59 Cue Energy Resources Limited Annual Report 2012 13. EXPLORATION AND EVALUATION EXPENDITURE Costs carried forward in respect of areas of interest in exploration and evaluation phase Expenditure incurred during the year Expenditure transferred to Production properties during the year Expenditure refunded during the year Expenditure reversed on sale of exploration licence Closing balance Accumulated costs incurred on current areas of interest net of amounts written off - - Sampang PSC - Mahakam Hilir PSC - PNG PRL 9 - PNG PRL14 - PNG PDL 3 (non unitized) - WA-359-P - WA-360-P - WA-361-P - WA-389-P - WA-409-P - PEP 51313 - PEP 51149 Consolidated 2012 $000’s 2011 $000’s 13,166 18,599 - - - 31,765 8,709 9,572 2,080 326 209 133 1,894 382 2,667 148 4,233 1,412 24,817 1,791 (5,109) (5,050) (445) 13,166 3,023 26 1,977 220 209 120 470 143 1,677 135 3,768 1,398 Net accumulated exploration and evaluation expenditure 31,765 13,166 14. IMPAIRMENT OF PRODUCTION PROPERTY ASSETS At 30 June 2012 the Group reassessed the carrying amount of its oil and gas assets, Production Properties (refer Note 15 and Note 1(j)), for indicators of impairment such as changes in future prices, future costs and reserves. As a result, the recoverable amounts of cash- generating units were formally reassessed but no impairment write-downs were required. Estimates of recoverable amounts are based on the assets’ value in use, determined by discounting each asset’s estimated future cash flows at asset specific discount rates. The pre-tax discount rates applied were 14.3% (2011: 14.3%) equivalent to post-tax discount rates of 10% (2011: 10%) depending on the nature of the risks specific to each asset. Where an asset does not generate cash flows that are largely independent from other assets or groups of assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. 60 Financial Report 2012 15. PRODUCTION PROPERTIES Balance at beginning of year Expenditure incurred during the year Expenditure transferred from exploration expenditure Amortisation and restoration expense Balance at end of year Net accumulated costs incurred on areas of interest - PNG PDL 3 (unitized) - Oyong – Sampang PSC - Maari – PMP 38160 Total 16. TRADE AND OTHER PAYABLES Current Trade creditors and accruals Directors and Director related entities Consolidated 2012 $000’s 2011 $000’s 68,786 26,600 - (10,500) 84,886 500 34,978 49,408 84,886 66,714 6,607 5,109 (9,644) 68,786 488 21,093 47,205 68,786 Consolidated 2012 $000’s 2011 $000’s 8,606 25 8,631 5,472 75 5,547 The Directors consider the carrying amount of payables reflect their fair values. Trade creditors are generally settled within 30 days. The Group does not have any significant concentration of credit risks. 17. INTEREST-BEARING LOANS AND BORROWINGS This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate and foreign currency risk, see Note 2. Interest bearing liabilities Bank loans – secured - current Consolidated 2012 $000’s 2011 $000’s - 5,086 61 Cue Energy Resources Limited Annual Report 2012 18. PROVISIONS Current Employee benefits Non-Current Employee benefits Restoration Consolidated 2012 $000’s 2011 $000’s 381 379 44 5,411 5,455 106 840 946 Movements in each class of provision during the financial year, other than provisions relating to employee benefits are set out below: Consolidated Balance at 1 July 2011 Provisions made during the year Provisions used during the year Balance at 30 June 2012 Restoration Total Restoration $000’s 840 4,571 - 5,411 Provisions for future removal and restoration costs are recognised where there is a present obligation as a result of exploration, development, production, 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 costs of removing facilities, abandoning wells and restoring the affected areas. Expected timing of outflow of restoration liabilities is not in the next 12 months from balance date. 62 Financial Report 2012 19. INTERESTS IN JOINT VENTURES Property Operator Petroleum Exploration Properties Carnarvon Basin – Western Australia Cue Interest (%) Gross Area (Km2) Net Area (Km2) Permit Expiry Date WA-359-P* WA-360-P WA-361-P WA-389-P WA-409-P New Zealand PEP 51149 PEP 51313 Indonesia Mahakam Hilir PSC Papua New Guinea PRL 9 PRL 14 Apache Northwest Pty Ltd North West Shelf Exploration Pty Ltd North West Shelf Exploration Pty Ltd Woodside Burrup Pty Ltd Apache Northwest Pty Ltd Todd Exploration Limited Todd Exploration Limited SPC Mahakam Hilir Pte. Ltd Oil Search Ltd Oil Search Ltd 30 37.50 15 35 30 20 20 40 14.894 10.947 648 648 649 3,825 569 435 2,593 275 598 427 365 243 97 1,339 171 87 519 110 89 46.8 31/07/2012 05/03/2017 30/01/2016 29/07/2013 29/04/2014 22/09/2013 29/07/2014 12/11/2014 17/12/2012 21/11/2015 Petroleum Production and Exploration Properties New Zealand PMP 38160 Madura - Indonesia OMV New Zealand Limited 5 80 4 02/12/2027 Sampang PSC Santos (Sampang) Pty Ltd Papua New Guinea PDL 3 Oil Search Ltd 15 (8.181818 Jeruk field) 5.568892 534 85 80 4.7 04/12/2027 23/12/2021 * The WA-359-P Joint Venture has submitted an application to renew the permit with a reduced surface area. This application is being considered by NOPTA. 63 Cue Energy Resources Limited Annual Report 2012 19. INTERESTS IN JOINT VENTURES (cont’) The share of assets and liabilities of the joint ventures and other financial liabilities attributed to Joint Ventures have been included under the relevant headings: Current Assets: Receivables Non Current Assets: Exploration and Evaluation Expenditure (Note 13) Production Properties (Note 15) Total Assets Current Liabilities: Payables Other financial liabilities Financial liabilities-secured Total Liabilities Net Assets Income and expenses of the consolidated entity attributable to joint ventures: Income Expenses No contingent liabilities exist. Commitments are disclosed in Note 20. 20. COMMITMENTS FOR EXPENDITURE a) Exploration Tenements Consolidated 2012 $000’s 2011 $000’s 11,180 8,782 31,765 84,886 127,831 8,347 - - 8,347 119,484 41,222 13,778 13,166 68,786 90,734 5,140 935 5,086 11,161 79,573 52,506 9,113 In order to maintain current rights of tenure to petroleum exploration tenements, the Group has discretionary exploration expenditure requirements up until expiry of the primary term of the tenements. These requirements, which are subject to renegotiation and are not provided for in the financial statements, are payable as follows: Not later than one year Later than one year but not later than 2 years Later than 2 years but not later than 5 years Later than 5 years Consolidated 2012 $000’s 2011 $000’s 4,891 494 - - 21,015 921 26 - 5,385 21,962 If the economic entity decides to relinquish certain tenements and/or does not meet these obligations, assets recognised in the Statement of Financial Position may require review in order to determine the appropriateness of carrying values. The sale, transfer or farm-out of exploration rights to third parties could potentially reduce or extinguish these obligations. All commitments relate to Joint Venture projects. 64 Financial Report 2012 20. COMMITMENTS FOR EXPENDITURE (cont’) b) Development Expenditure Not later than one year Later than one year but not later than 2 years Later than 2 years but not later than 5 years Later than 5 years All development expenditure commitments relates to the development of oil and gas fields. c) Operating Lease Commitments Non-cancellable operating lease relating to rental of premises are payable as follows: Not later than one year Later than one year but not later than five years Consolidated 2012 $000’s 2011 $000’s 412 9,964 - - - - - - 412 9,964 Consolidated 2012 $000’s 2011 $000’s 123 62 185 123 185 308 During the year ended 30 June 2012 the Group recognised $0.20M (2011:$0.15M) as an expense in the income statement in respect of operating leases relating to the lease over the company’s business premises. 21. EVENTS SUBSEQUENT TO BALANCE DATE As a result of an economic project arrangement in the Jeruk field within the Sampang PSC, Indonesia, Cue may in certain circumstances have an obligation to reimburse certain monies spent by the incoming party from future profit oil within the Sampang PSC. There is a dispute between Cue and the incoming party as to the quantum of monies that they may be entitled to claim by way of such reimbursement and when any such reimbursement would be payable. The Company is of the view that any amount which might eventually become payable would not be likely to exceed the amount of USD5.3m which has been provided for in the accounts. The Company has taken legal advice and is in discussions to resolve the matter with the incoming party, which has given Notice of Arbitration. Apart from the above, the Directors are not aware of any matter or circumstance since the end of the financial year, not otherwise dealt with in this report that has significantly or may significantly affect the operations of Cue Energy Resources Limited, the results of those operations or the state of affairs of the Company or Group. 65 Cue Energy Resources Limited Annual Report 2012 22. EARNINGS PER SHARE Basic earnings per share Diluted earnings per share Net profit after tax ($’000) Consolidated 2012 2011 $0.0081 $0.0081 $5,663 $0.027 $0.027 $19,107 Weighted average number of ordinary shares outstanding during the year (adjusted for ordinary shares issued during the year) used in the calculation of basic earnings per share 698,119,720 698,112,869 Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the Parent by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity of the Parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. Consolidated 2012 2011 Earnings used in the calculation of basic and diluted earnings per share reconciles to the net profit after tax in the income statement as follows: Net profit/(loss) attributable to ordinary equity holders of the Parent from continuing operations ($’000) 5,663 19,107 The weighted average number of shares used for the purposes of calculating diluted earnings per share reconciles to the number used to calculate basic earnings per share as follows: 698,119,720 698,112,869 Share options on issue (i) Performance Rights on issue (ii) Diluted earnings per share - 4,300,000 3,200,000 $0.0081 - $0.027 (i) (ii) Options issued under the Cue Energy’s Executive Share Option Plan issued to eligible executives have been classified as potential ordinary shares and included in the calculation of diluted earnings per share. Performance Rights issued under the Cue Energy Resources Limited Share Performance Rights Plan issued to eligible executives have been classified as potential ordinary shares and included in the valuation of diluted earnings per share in 2012. During the year, 3.3 million (2011:Nil) options and no Performance Rights were converted to ordinary shares. The diluted earnings per share calculation includes that portion of these options and Performance Rights assumed to be issued for nil consideration weighted with reference to the date of conversion. The weighted average number to be included in 2012 is 870,960 (2011: 493,151) options and 3,200,000 (2011: Nil) Performance Rights respectively. No options were on issue as at 30 June 2012. Information Concerning the Classification of Securities All outstanding Options and Performance Rights are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share. However diluted earnings per share is not materially different from basic earnings per share. 66 Financial Report 2012 23. FINANCIAL REPORTING BY SEGMENTS Segment Information The Group has adopted AASB 8 Operating Segments with effect from 1 July 2009. AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers (“CODM”)) in assessing performance and in determining the allocation of resources. The CODM assesses the performance of the operating segments based upon a measure of earnings before interest, tax, depreciation and amortisation. The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. The principal business of the group is the production and exploration for hydrocarbons in Australia, New Zealand, Indonesia and PNG. The board considers the business from both a product and geographic perspective and has identified four reportable segments. Information regarding the Group’s reportable segments is presented below: 2012 Production Revenue Production Expenses Gross Profit Other revenue AUSTRALIA $’000 NZ $’000 INDONESIA $’000 PNG $’000 - - - 3,048 21,874 (6,085) 15,789 - 16,106 (6,769) 9,337 - 3,242 (924) 2,318 - Earnings before interest, tax, depreciation and amortisation (3,195) 15,789 9,337 2,318 2011 Production Revenue Production Expenses Gross Profit Other revenue AUSTRALIA $’000 NZ $’000 INDONESIA $’000 PNG $’000 - - - 7,164 23,969 (5,047) 18,922 - 25,584 (3,202) 22,382 - 2,953 (864) 2,089 - Earnings before interest, tax, depreciation and amortisation (4,952) 18,922 22,382 2,089 Total segment assets 30 June 2012 30 June 2011 Total segment liabilities 30 June 2012 30 June 2011 38,216 63,682 1,116 2,737 60,554 55,631 11,851 14,710 61,336 29,704 24,322 14,903 3,930 3,425 1,569 1,259 All Other Segments $’000 - - - - - All Other Segments $’000 - - - - - - - - - TOTAL $’000 41,222 (13,778) 27,444 3,048 24,249 TOTAL $’000 52,506 (9,113) 43,393 7,164 38,441 164,036 152,442 38,858 33,609 Reconciliation of earnings before interest, tax, depreciation and amortisation (EBITDA) to Net Profit before Income Tax: EBITDA Interest expense Depreciation Amortisation Impairment writedowns Net Profit before Income Tax 2012 $’000 2011 $’000 24,249 (84) (44) (10,500) - 13,621 38,440 (173) (24) (9,644) (2,838) 25,761 The Board assesses the performance of the operating segments based upon a measure of earnings before interest, tax, depreciation and amortisation. The Company operated predominantly in one industry, exploration and production of hydrocarbons. 67 Cue Energy Resources Limited Annual Report 2012 24. SHARE BASED PAYMENTS Directors and Employee Benefits – Share Based Payment Plans Performance rights over shares in Cue Energy Resources Limited were granted under the Cue Energy Resources Limited Performance Rights Plan (Plan) which was approved by shareholders at the general meeting held on 24th November 2011. The Plan is designed to align the interests of executives with shareholders by providing direct participation in the benefits of future Company performance over the medium to long term. Ownership based compensation payments for employees and executives of the group are made at the discretion of the Board. The current participants in the Plan are M.J. Paton, A.M. Knox and D.B. Whittam. Under the Plan participants were granted performance rights which only vest if certain performance standards (as disclosed in the Remuneration Report) are met and the executive remains employed by the Company to the end of the vesting period. The selection of suitable performance benchmarks was considered critical to securing the objectives of this Plan, and benchmark price levels for vesting were set at significantly higher levels than those prevailing at the time of structuring the Plan. Options and performance rights are not listed and carry no dividend or voting rights. Upon exercise, each option or performance right is convertible into one ordinary share to rank pari passu in all respects with the Company’s existing fully paid ordinary shares. Share-based payments Performance rights can only be exercised if they have vested and only in such form and manner as prescribed by the Board. Participants will not be required to make any payment for the grant of the performance rights or on the exercise of a vested performance right. The following reconciles the outstanding options and share rights granted as remuneration in the current and prior financial years at the beginning and end of the year. Balance at beginning of the Year Granted during the Year Forfeited during the Year Exercised during the Year Expired during the Year Issued Shares during the Year Balance at end of the Year 2012 Number of Share Rights 2012 Number of Options - 4,000,000 (800,000) - - - 3,200,000 4,300,000 - - (3,300,002) (999,998) - - Subsequent to the year end a further 800,000 performance rights were forfeited following resignation of A.B. Parks. Also subsequent to year end a further 3.2 million performance rights were granted on 1 July 2012 as disclosed in the Director’s Report. None of the performance rights have vested at 30 June 2012. The fair value of performance rights granted was calculated using a risked statistical analysis. This expense has been apportioned pro-rata to reporting periods where vesting periods apply. Weighted average remaining contractual life of share rights is one year (2011:nil) and the remaining weighted average contracted life of options is nil (2011: nil). Range of exercise prices for options and performance rights are disclosed in the Remuneration Report. Balance at beginning of the Year 150,000 5,800,000 2011 Number of Share Rights 2011 Number of Options Granted during the Year Forfeited during the Year Exercised during the Year Expired during the Year Issued Shares during the Year Balance at end of the Year 68 - - - (150,000) - - - - (1,500,000) - - 4,300,000 Financial Report 2012 24. SHARE BASED PAYMENTS (cont’) Performance rights Key inputs to the model used in the calculation were as follows (see also Directors’ Report): Grant date: Expected price volatility (i) Exercise price Expiry date Share price at grant date Risk free interest rate (ii) 2011/2012 Participation Rights 24 November 2011 45% Nil 30 June 2013 A$0.225 3.3% (i) Expected price volatility was 45% (based on the historical volatility adjusted for any expected changes to future volatility due to publicly available information). (ii) Risk free rates of securities with comparable terms to maturity. Performance rights can only be exercised if they have vested and can be exercised at any time until their expiry. The exercise of any vested performance right may only be effected in such form and manner as the Board prescribed. Participants will not be required to make any payment for the grant of the performance rights on the exercise of a vested performance right. The maximum number of performance rights that could vest in future periods and hence be exercised by the Participants are as follows: Earliest exercise date: M.J. Paton A.M. Knox 30 June 2012 Financial Year 1,600,000 800,000 For the full entitlement of these performance rights to vest, the top range of the Performance Hurdle would need to be met of a volume weighted average price of 53 cents for thirty consecutive days between 1 July 2012 and 30 June 2013. On this basis the weighted average fair value of each of the performance rights at the date of grant is as follows: Vesting date: Weighting average fair value Grant Date 2011/2012 Performance Rights 24/11/2011 2011/2012 Performance Rights Balance at start of the period/year Number Granted during the period/year Number Exercised during the period/year Number Net other Changes (1) Expiry Date A$0.028 Balance at end of the period/year Number Vested and exercisable at end of the period/year Number 30/06/13 - 4,000,000 - 800,000 3,200,000 - (1) Included as net other changes are 800,000 performance rights that lapsed as a result of failure to meet the employment vesting condition. No performance rights expired during the year. 800,000 performance rights lapsed after year end due to failure to meet employment vesting conditions. 69 Cue Energy Resources Limited Annual Report 2012 25. KEY MANAGEMENT PERSONNEL AND RELATED PARTY DISCLOSURES Key Management Personnel The following were Directors of Cue Energy Resources Limited during the financial year: Chairman R.G. Tweedie (Non-Executive) Non-Executive Directors T.E. Dibb (appointed 24/11/2011) G.J. King (appointed 24/11/2011) S.J. Koroknay P.D. Moore (appointed 24/11/2011) L. Musca A.A. Young (appointed 13/12/2011) Key Management Personnel Executives (other than Directors with the authority for strategic direction and management). Name M.J. Paton A.M. Knox D. Whittam (appointed 18/06/12) A.B. Parks (resigned 30/08/12) T. White (retired 17/05/12) Remuneration Management Personnel Position Chief Executive Officer Company Secretary and Chief Financial Officer Exploration Manager Chief Commercial Officer Exploration Manager Total remuneration payments and equity issued to Directors and Key Management personnel are summarised below: Elements of Directors and executives remuneration: • • • • Short term employments benefits, including non monetary benefits Post employment benefits – superannuation Share based payments Retirement benefits Directors and Key Management Personnel Compensation The aggregate compensation of the directors and key management personnel of the entity is set out below: Short term employment benefits Post employment benefits Retirement benefits Share purchase Share based payments Consolidated Entity 2012 $ 2011 $ 1,784,709 1,494,009 131,800 - 100,000 33,600 154,181 505,835 83,332 - 2,050,109 2,237,357 Refer to the Remuneration Report in the Director’s Report for detailed compensation disclosures on key management personnel. 70 Financial Report 2012 25. KEY MANAGEMENT PERSONNEL AND RELATED PARTY DISCLOSURES (cont’) Options holdings The number of options in ordinary shares in the Company held during the financial year by each Director of Cue Energy Resources Limited and each of the Executives including their personally related entities are set out below: 2012 Directors R.G. Tweedie T.E. Dibb G.J. King S.J. Koroknay L. Musca P.D. Moore A.A. Young Executives M.J. Paton A.M. Knox 2011 Directors R.G. Tweedie S.J. Koroknay L. Musca Executives M.J. Paton A.M. Knox Balance at start of year Granted during year as remuneration Exercised during year Expired during year Balance at end of year Vested and exercisable at end of year - - - - - - - - - - - - - Balance at start of year 1,500,000 - - - - - - - - 1,500,000 Granted during year as remuneration Exercised during year - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Expired during year - - - - - - - - - - - - - - - - - - - - - 1,500,000 Vested and exercisable at end of year - - - - Balance at end of year 1,500,000 1,500,000 Options issued have been valued using the Black Scholes option valuation methodology in prior financial years and are not based on Company performance, but industry practice. There are no further conditions attached to the options. Performance Rights holdings Grant Date Expiry Date Balance at start of the period/ year Number Granted during the period/ year Number Exercised during the period/year Number Net other Changes (1) Balance at end of the period/ year Number Vested and exercisable at end of the period/year Number 2011/2012 Performance Rights M.J. Paton A.M. Knox A.B. Parks (ii) T. White (i) D.B. Whittam (iii) 30/06/13 30/06/13 30/06/13 30/06/13 30/06/13 30/06/13 - - - - - - 4,000,000 1,600,000 800,000 800,000 800,000 - - - - - - - (800,000) - - - (800,000) - 3,200,000 1,600,000 800,000 800,000 - - - - - - - - (i) (ii) T. White retired 17/05/12 A.B. Parks resigned 30/08/12 (iii) D.B. Whittam appointed 18/06/12 71 Cue Energy Resources Limited Annual Report 2012 25. KEY MANAGEMENT PERSONNEL AND RELATED PARTY DISCLOSURES (cont’) Shareholdings Directors 2012 R.G. Tweedie T.E. Dibb G.J. King S.J. Koroknay P.D. Moore L. Musca A.A. Young Directors 2011 R.G. Tweedie S.J. Koroknay L. Musca M.J. Paton A.M. Knox A.B. Parks (ii) T. White (i) D.B. Whittam (iii) M.J. Paton A.M. Knox A.B. Parks (ii) T. White (i) Key Management Personnel 2012 Key Management Personnel 2011 Balance at start of year Acquired during year on exercise of options Other Purchases Purchases as part of Directors Savings Plan* Sales during the year Balance at Report Date 3,641,018 - 2,500 100,000 - 12,771,227 - 3,363,477 100,000 12,771,227 1,492,881 2,337,245 139,421 24,000 - - 2,337,245 106,378 24,000 291,423 - - - - - - 277,541 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,500,000 400,000 - - - - - - - - - 1,492,881 - 33,043 - - - - - - - - - - - - - - - - 3,932,441 - 2,500 100,000 - 12,771,227 - 3,641,018 100,000 12,771,227 1,492,881 4,237,245 139,421 24,000 - 1,492,881 2,337,245 139,421 24,000 (iv) T. White retired 17/05/12 (v) A.B. Parks resigned 30/08/12 (vi) D.B. Whittam appointed 18/06/12 * Share purchases made on behalf of Directors as part of their remuneration for the year ended 30 June 2012. Related party transactions and balances. Members of the Board of Directors The Directors in office during the year were R.G. Tweedie, L. Musca, S.J. Koroknay, A.A. Young, T.E. Dibb, P.D. Moore and G.J. King. During the year Directors’ fees were paid by the parent company of $536,104 (2011: $249,998). Included in this amount are cash payments of $100,000 to Leon Nominees Pty Ltd of which one Director is associated, $68,807 to S.J. Koroknay and $31,193 to SJK Superannuation Funds of which one Director is associated, $55,163 to Andrew A.Young & Associates of which one Director is associated, $120,652 to Heriot Nominees Limited of which two Directors are associated and $60,326 to G.J. King & Associates of which one Director is associated. 72 Financial Report 2012 25. KEY MANAGEMENT PERSONNEL AND RELATED PARTY DISCLOSURES (cont’) Consolidated Entities Details of controlled entity companies are shown in Note 12. Advances to/(from) controlled entities net of provisions at balance date by Cue Energy Resources Limited are as follows: Cue Exploration Pty Ltd Cue PNG Oil Pty Ltd Cue (Ashmore Cartier) Pty Ltd Cue Mahakam Hilir Pty Ltd Cue Sampang Pty Ltd Cue Taranaki Pty Ltd Cue Energy Holdings Ltd Cue Energy Malaysia Sdn Bhd 2012 $ 4,745,227 1,166,146 (6,778,780) 9,555,953 $16,293,891 2011 $ 2,042,812 1,678,343 534,304 25,768 - 16,028,376 19,090,157 (573,720) (573,720) 747,171 - 41,184,264 22,797,664 Repayment of amounts owing to the Company at 30 June 2012 and all future debts due to the Company, by the controlled entities are subordinated in favour of all other creditors. Cue Energy Resources has agreed to provide sufficient financial assistance to the controlled entities as and when it is needed to enable the controlled entities to continue operations. The parent company has provided a financial guarantee for Cue Taranaki’s performance, as required by the Maari FPSO lease and contract. The parent company provides management, administration and accounting services to the subsidiaries. A management fee of $480,000 (2011: $480,000) and interest of $385,561 (2011: $367,544) was charged respectively by the parent company to Cue PNG Oil Company Pty Ltd. Management fees of $1,406,289 (2011: $2,423,115) and interest of $Nil (2011: $373,832) was charged respectively by the parent company to Cue Taranaki Pty Ltd. 73 Cue Energy Resources Limited Annual Report 2012 26. NOTES TO THE STATEMENT OF CASH FLOWS Notes to Cash Flow Statement for the financial year ended 30 June 2012 (a) Reconciliation of operating profit / (loss) to net cash flows from operating activities: Reported profit / (loss) after tax Impact of changes in working capital items Decrease/(increase) in assets Increase/(decrease) in liabilities Items not involving cash flows Depreciation Amortisation Share based payments Employee benefits Net loss/(gain) on foreign currency conversion Write down/(up) value of exploration expenditure Net cash flows from operating activities (b) Cash comprises cash balances held in Australia and foreign currencies, principally US dollars, within Australia and overseas: Australia New Zealand Papua New Guinea Cash and bank balances Consolidated 2012 $000’s 2011 $000’s 5,663 19,107 (4,967) 2,139 44 10,500 34 (59) (1,625) - 11,729 32,573 1,152 8 33,733 13,336 (9,144) 24 9,644 - 103 5,327 2,838 41,235 52,804 - 7 52,811 Cash Flow Statement cash balance 33,733 52,811 74 Financial Report 2012 27. NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 30 June 2012 PARENT ENTITY INFORMATION Information relating to Cue Energy Resources Limited: Financial position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Contributed equity Reserves Accumulated losses Net assets Financial performance Total revenue Profit/(loss) for the period Comprehensive income/(loss) for the period Parent Entity 2012 $’000 2011 $’000 33,977 39,967 73,944 (664) (44) (708) 52,846 23,455 76,301 (1,721) (105) (1,826) 73,236 74,475 152,416 151,768 425 391 (79,605) (77,684) 73,236 74,475 5,162 (1,921) (1,921) 4,029 (6,225) (6,225) Repayment of amounts owing to the Company at 30 June 2012 and all future debts due to the Company, by the controlled entity are subordinated in favour of all other creditors. Cue Energy Resources has agreed to provide sufficient financial assistance to the controlled entities as and when it is needed to enable the controlled entities to continue operations. Capital Commitments There are no commitments for the acquisition of plant and equipment contracted for at the reporting date. Finance Leases There are no commitments in relation to finance leases. Contingent Liabilities The parent entity is not subject to any liabilities that are considered contingent upon events known at balance date. 75 Cue Energy Resources Limited Annual Report 2012 Independent Auditor’s Report 76 76 Cue Energy Resources Limited Annual Report 2011 7777 Cue Energy Resources Limited Annual Report 2012 Shareholder Information 1) Spread of Shareholdings 4) Voting Rights Spread of Holdings of quoted shares of no par value in the Company as at 30th of September 2012. Number Held 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 Over 100,000 Total 2) Unmarketable Parcels Ordinary 276 1,337 1,013 2,685 530 5,841 At meeting of members or classes of members: (a) each member entitled to vote may vote in person or by proxy, attorney or representative; (b) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has one vote; and (c) on a poll, every person present who is a member or a proxy, attorney or representative of a member has: (i) (ii) for each fully paid share held by person, or in respect of which he is appointed a proxy, attorney or representative, one vote for the share; for each partly paid share, only the fraction of one vote which the amount paid (not credited) on the share bears to the total amounts paid and payable on the share (excluding amounts credited), The number of shareholders holding less than a marketable parcel as at 30th of September 2012 is 1,161. Subject to any rights or restrictions attached to any shares or class or classes of shares. 3) Substantial Shareholders The names and holdings of substantial shareholders in the Company as at 30th of September 2012: Todd Petroleum Mining Company Limited UOB Kay Hian Private Limited Quoted Shares Fully Paid 163,103,314 114,966,671 78 5) Registered Top 20 Shareholders The registered names and holdings of the 20 largest holdings of quoted ordinary shares in the Company as at 1st of October 2012 Shareholder Todd Petroleum Mining Company Limited UOB Kay Hian Private Limited Todd Tasman Oil Ltd Portfolio Securities Pty Ltd Berne No 132 Nominees Pty Ltd JP Morgan Nominees Australia Limited Custodial Services Limited Gascorp Australia Pty Ltd Citicorp Nominees Pty Ltd Ernest Geoffrey Albers Finot Pty Ltd HSB Custody Nominees (Australia) Limited Grizzley Holdings Pty Limited Bass Strait Group Pty Ltd Douglas Financial Consultants Pty Ltd SCFI Pty Ltd Colin Robert MacEwan & Bronwyn Beder Reviresco Nominees Pty Ltd Great Missenden Holdings Pty Ltd Richard Tweedie 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Ordinary Shares Percentage Held 163,103,314 114,966,671 25,920,000 10,737,130 8,490,573 8,315,856 7,918,675 7,609,742 7,148,657 6,036,205 5,000,000 4,922,741 4,312,604 4,000,168 4,000,000 3,800,000 3,696,998 3,400,000 3,392,859 3,363,477 400,135,670 23.36% 16.47% 3.71% 1.54% 1.22% 1.19% 1.13% 1.09% 1.02% 0.86% 0.72% 0.71% 0.62% 0.57% 0.57% 0.54% 0.53% 0.49% 0.49% 0.48% 57.32% 6) Holders The number of holders of each class of equity securities as at 1st of October 2012 was:- Class of Security Ordinary Fully Paid Shares Unlisted Performance Rights Number 5,841 2 7) Vendor Securities There are no restricted securities on issue as at 30th of September 2012. 8) Unquoted Securities 20 largest holders of Unlisted Performance Rights as at 30th of September 2012. Name M.J. Paton A.M. Knox Number of Unlisted Performance Rights Held Expiring 30/06/2013 % Held of Total 30/06/2013 Issued Unlisted Performance Rights Total Number of Performance Rights/ Shares Held % Held of Total Issued Unlisted Performance Rights/Shares 1,600,000 800,000 2,400,000 67 33 100 1,600,000 800,000 2,400,000 67 33 100 79 Cue Energy Resources Limited Annual Report 2012 C U E E N E R G Y R E S O U R C E S L I M I T E D A N N U A L R E P O R T 2 0 1 1 / 1 2 1/12 1 0 T 2 R O p E L R A U N N A CUE ENERGY RESOURCES LIMITED ABN 45 066 383 971 Level 21, 114 William Street Melbourne Victoria 3000 Australia Telephone: +61 3 9670 8668 Facsimile: + 61 3 9670 8661 Web Site: www.cuenrg.com.au E-mail: mail@cuenrg.com.au building on our strength CUE ENERGY RESOURCES LIMITED
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