##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM
10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 0-14183
 Energy, Inc.
 (Exact name of registrant as specified in its charter)
 Montana
(State or other jurisdiction of 
incorporation or organization)
    
    27-0573782
(I.R.S. employer
Identification no.)
 1 First Avenue South
Great Falls, Montana 59401
(Address of principal executive offices, including zip code)
 (406) 791-7500
(Registrants telephone number, including area code)
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon, par value $.15 per share
    
    NYSE Amex Equites
 
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 o þ




---



##### 



Explanation of Amendment
  Item 10  Directors, Executive Officers and Corporate GovernanceItem 11  Executive CompensationItem 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13  Certain Relationships and Related Transactions, and Director IndependenceItem 14  Principal Accountant Fees and ServicesEX-31.1EX-31.2
   2




---



##### Table of Contents



PART III
 
 ITEM 10. Directors, Executive Officers and Corporate Governance
 Directors and Executive Officers.
 Ian Abrams
 W. E. Gene Argo
 Gregory J. Osborne
 Richard M. Osborne
 3




---



##### Table of Contents



Thomas J. Smith
 James R. Smail
 Michael T. Victor
 4




---



##### Table of Contents



Kevin J. Degenstein
 David C. Shipley
 Jed D. Henthorne
 Section 16(a) Beneficial Ownership Reporting Compliance
 Code of Business Conduct and Ethics
 
    
    honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships,
    
    full, fair, accurate, timely and understandable disclosure in public
reports,
    
    compliance with applicable governmental laws, rules and regulations,
 5




---



##### Table of Contents




    
    prompt internal reporting of code violations to an appropriate person
identified in the code, and
    
    accountability for adherence to the code.
  Audit Committee
 
 ITEM 11. Executive Compensation.
 Summary Compensation Table.
 Option
    
    
    All OtherName and
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Awards(1)
    
    
    Compensation
    
    
    TotalPrincipal Position
    
    
    
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Richard M. Osborne,
    
    
    2009F
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,000
    
    
    
    24,000Chairman and Chief
    
    
    2008S
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000
    
    
    
    12,000Executive
    
    
    2008F
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,000
    
    
    
    24,000Officer(2)Kevin J. Degenstein,
    
    
    2009F
    
    
    
    186,550
    
    
    
    57,330
    
    
    
    22,800
    
    
    
    6,796
    
    
    
    257,009President and Chief
    
    
    2008S
    
    
    
    92,021
    
    
    
    25,000
    
    
    
    25,200
    
    
    
    5,661
    
    
    
    128,982Operating Officer
    
    
    2008F
    
    
    
    157,500
    
    
    
    10,000
    
    
    
    
    
    
    
    7,225
    
    
    
    174,725David C. Shipley,
    
    
    2009F
    
    
    
    136,350
    
    
    
    30,000
    
    
    
    
    
    
    
    5,758
    
    
    
    172,108Vice President of
    
    
    2008S
    
    
    
    67,000
    
    
    
    32,500
    
    
    
    
    
    
    
    11,849
    
    
    
    111,349Eastern
    
    
    2008F
    
    
    
    130,000
    
    
    
    
    
    
    
    
    
    
    
    16,226
    
    
    
    146,226Operations(3)
 6




---



##### Table of Contents



(1)
    
    Amounts represent the FASB ASC Topic 718 compensation expense recognized on outstanding
stock option awards. We use the Black-Scholes option pricing model to estimate compensation cost
for stock option awards. The assumptions used in the model are included in footnotes to our
audited financial statements for the fiscal year ended December 31, 2009 included in our Annual
Report on Form 10-K filed with the SEC on March 31, 2010.(2)
    
    Mr. Osborne does not receive compensation for service as our chairman and chief executive
officer. All other compensation consists of fees paid to Mr. Osborne for service as a director.(3)
    
    Mr. Shipley was appointed as our vice president of eastern operations in May 2007. All
other compensation includes $9,000 in 2008S and $10,500 in 2008F for relocation expenses. Outstanding Equity Awards at December 31, 2009.
 Number of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions
    
    
    Options
    
    
    Exercise Price
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    DateKevin J. Degenstein
    
    
    5,000
    
    
    
    5,000
    
    
    
    7.10
    
    
    
    12/01/2018
    (1)2,500
    
    
    
    7,500
    
    
    
    8.85
    
    
    
    12/01/2019
    (2)
 
 (1)
    
    The option is exercisable as follows: 25% of the shares on 12/01/2008; 25% of the
shares on 12/01/2009; 25% of the shares on 12/01/2010 and 25% of the shares on 12/01/2011.(2)
    
    The option is exercisable as follows: 25% of the shares on 12/01/2009; 25% of the
shares of 12/01/2010; 25% of the shares on 12/01/2011 and 25% of the shares on 12/01/2012. Employment and Separation Agreements.
 Kevin J. Degenstein
   7




---



##### Table of Contents



David C. Shipley
   8




---



##### Table of Contents



Long-Term Incentives.
 
    
    keep our executive officers aligned with the long-term objectives of Energy, Inc., and
 
    
    attract and retain executive officers of outstanding ability.
   Benefit Plans.
 401(k) Plan
 Employee Stock Ownership Plan
 9




---



##### Table of Contents



Retiree Health Plan
 Dividend Reinvestment Policy
 Director Compensation
  Fees Earned or
    
    
    Stock
    
    
    All OtherPaid in Cash
    
    
    Awards(1)
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Ian Abrams
    
    
    
    
    
    
    24,000
    
    
    
    
    
    
    
    24,000W.E. Gene Argo
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    24,000Steven A. Calabrese(2)
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    
    18,000Mark D. Grossi(3)
    
    
    16,000
    
    
    
    
    
    
    
    
    
    
    
    16,000Gregory J. Osborne(4)
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    8,000James R. Smail
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    24,000Thomas J. Smith(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James E. Sprague
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    24,000Michael T. Victor
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    24,000
 
 (1)
    
    Mr. Abrams elected to receive compensation in shares of our common stock as of September
2008. Amounts reflect the value of the number of shares issued using the closing market price on
the date of issuance to fulfill the monthly fee to Mr. Abrams.(2)
    
    Mr. Calabrese served until September 16, 2009. 10




---



##### Table of Contents



(3)
    
    Mr. Grossi served until August 26, 2009.(4)
    
    Mr. Gregory Osborne was elected director on September 4, 2009.(5)
    
    Mr. Smith, our chief financial officer, does not receive compensation for serving as a
director. 
 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 Security Ownership of Principal Shareholders and Management
 Beneficial Ownership(1)Names and Address(2)
    
    Common Stock
    
    
    Stock Options(3)
    
    
    Total
    
    
    PercentageRichard M. Osborne(4)
    
    
    2,487,972
    
    
    
    
    
    
    
    2,487,972
    
    
    
    41.0
    %Thomas J. Smith
    
    
    87,869
    
    
    
    
    
    
    
    87,869
    
    
    
    1.4
    %James R. Smail(5)
    
    
    32,550
    
    
    
    
    
    
    
    32,550
    
    
    
    *Ian J. Abrams
    
    
    9,517
    
    
    
    
    
    
    
    9,517
    
    
    
    *Michael T. Victor(7)
    
    
    5,800
    
    
    
    
    
    
    
    5,800
    
    
    
    *W.E. Gene Argo
    
    
    1,275
    
    
    
    
    
    
    
    1,275
    
    
    
    *Kevin J. Degenstein(6)
    
    
    370
    
    
    
    7,500
    
    
    
    7,870
    
    
    
    *David C. Shipley(6)
    
    
    118
    
    
    
    
    
    
    
    118
    
    
    
    *Gregory J. Osborne
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    All directors and executive officers as a group
(10 individuals)
    
    
    2,639,548
    
    
    
    7,500
    
    
    
    2,647,048
    
    
    
    43.6
    %
 
 *
    
    Less than 1%(1)
    
    Unless otherwise indicated, we believe that all persons named in the table have sole investment
and voting power over the shares of stock owned.(2)
    
    Unless otherwise indicated, the address of each of the beneficial owners identified is c/o
Energy, Inc., 1 First Avenue South, Great Falls, Montana 59401.(3)
    
    Shares of common stock the beneficial owners have the right to acquire through stock options
that are or will become exercisable within 60 days.(4)
    
    Shares owned by Richard M. Osborne, Trustee.(5)
    
    Shares are held by J.R. Smail, Inc., an Ohio corporation of which Mr. Smail is chairman and
sole shareholder.(6)
    
    Shares of common stock are held in our 401(k) plan. Pursuant to the terms of the plan, each
participant has the right to direct the voting of the shares held by the plan.(7)
    
    Shares are held by Michael T. Victor Revocable Trust HDI U/A DTD 12/15/2000. Equity Compensation Plan Information
 11




---



##### Table of Contents



Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    
    for future issuancesecurities
    
    
    
    
    
    
    under equityto be issued upon
    
    
    Weighted-average
    
    
    compensation plansexercise of
    
    
    exercise price of
    
    
    (excluding securitiesoutstanding options,
    
    
    outstanding options,
    
    
    reflected in the firstPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    column)Equity compensation
plans approved by
security holders
    
    
    44,500
    
    
    $
    8.52
    
    
    
    48,500Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    44,500
    
    
    $
    8.52
    
    
    
    48,500
 
  
 ITEM 13. Certain Relationships and Related Transactions and Director Independence
 Certain Relationships and Related Transactions
 Our Acquisition of the Ohio Companies and Related Matters .
  12




---



##### Table of Contents



Promissory Note to the Richard M. Osborne Trust
  13




---



##### Table of Contents



Leases, Sales and Operating Agreements of the Acquired Ohio Companies
 
    
    Lease Agreements  Four of the affiliate agreements are triple net lease agreements for
leased spaces in Mentor, Ohio. Orwell has lease agreements with Station Street Partners,
LLC and OsAir, Inc., each of which is owned and controlled by Mr. Osborne, as trustee, and
Orwell has a third lease agreement with Mr. Osborne, as trustee. The fourth lease
agreement is between NEO and OsAir. Each lease agreement was effective on July 1, 2008
and has a term of 15 years. Net rent for all four leased properties totals $156,000 per
year subject to adjustment every five years for the consumer price index.
    
    Gas Sales Agreements  NEO, Orwell and Brainard each entered agreements with John D.
Oil and Gas Marketing Company, LLC (JDOG Marketing) for the exclusive supply and delivery of natural gas.
The Osborne Trust owns approximately 86% of JDOG Marketing. These three agreements have
current terms of 15 years beginning July 1, 2008. Gas purchases for 2008 and 2009 for all
three agreements totaled $25.8 million and $5.7 million respectively.
    
    Asset Management Agreements - NEO and Orwell each entered agreements dated January 4, 2010 with JDOG
Marketing whereby JDOG Marketing manages supplies of natural gas that are purchased under
the terms of the gas sales agreements discussed above.
    
    Appointment of Natural Gas Agent - Each of NEO, Orwell and Brainard appointed JDOG
Marketing as its agent for procuring supplies of natural gas at a fee of $0.15 per
dekatherm in an agreement dated January 4, 2010. The term of the agreement ends in 2023. Fees under the agreement totaled approximately $88,900 in 2009.
    
    Natural Gas Transportation Agreements  Orwell and Brainard each have agreements with
Orwell-Trumbull Pipeline Co., LLC for utilization of a pipeline for transportation of
natural gas within Northeastern Ohio. Orwells agreement is on an exclusive basis whereas
Brainards agreement is for back-up purposes only and as needed. These agreements have
current terms of 15 years beginning July 1, 2008. The price on the first pipeline is a
commodity rate of $0.95 per Mcf plus shrinkage. The price on the second pipeline is a
commodity rate of $0.50 per Mcf plus shrinkage. Additional treating fees may be applied
at $0.25 per Mcf. Transportation services for 2008 and 2009 for these agreements totaled
approximately $358,000 and approximately $1.0 million respectively.
    
    Electronic Metering Service and Operation Agreements  Orwell, NEO and Brainard each
have agreements with COBRA Pipeline Co., Ltd. for the maintenance and operation of
electronic metering points for the transportation of natural gas. Orwell also has an
agreement with Orwell-Trumbull Pipeline Co. for
the same purpose. Each of the four agreements has a term of three years from the date of
the installation of the electronic metering equipment and thereafter for successive one
year terms until terminated. Each agreement provides for the payment of $125 per location
per month as a fee for the operating and general
 14




---



##### Table of Contents



maintenance of the gas metering and
communication equipment. Services for 2009 for these agreements totaled approximately
$12,000. COBRA Pipeline Co. and Orwell-Trumbull Pipeline Co. are owned and controlled by
Richard Osborne, as trustee.
  Other Related Party Transactions
  
    
    Richard Osborne owns a 23.7% membership interest in Kykuit.
    
    John D. Oil and Gas Company, a publicly-held oil and gas exploration company, is
the managing member of Kykuit and owns 19% of the membership interests. Richard Osborne is
the chairman of the board and chief executive officer of John D. Oil and Gas Company, our
director Gregory Osborne is president, chief operating officer and a director of John D. Oil
and Gas Company and our chief financial officer, vice president and director Mr. Smith is a
director of John D. Oil and Gas Company.
    Conclusion
  15




---



##### Table of Contents




    
    on terms at least as favorable as those that we would be able to obtain
from unrelated parties,
    
    for bona fide business purposes, and
    
    reviewed and approved by the audit committee or other independent
directors in accordance with applicable law after full disclosure of the existence and
nature of the conflicting interest in the related party transaction by the director
involved in the transaction.
 Director Independence
 
 ITEM 14. Principal Accountant Fees and Services
 Principal Accountant Firm Fees and Services
 Year ended
    
    
    Six Months ended
    
    
    Year endedDecember 31, 2009
    
    
    December 31, 2008
    
    
    June 30, 2008Audit Fees
    
    $
    311,763
    
    
    $
    184,000
    
    
    $
    277,000Audit-Related Fees
    
    
    41,139
    
    
    
    
    
    
    
    19,000Tax Fees
    
    
    96,199
    
    
    
    6,300
    
    
    
    34,000All Other Fees
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    449,101
    
    
    $
    190,300
    
    
    $
    330,000
 Audit Fees.
 Audit-Related Fees.
 16




---



##### Table of Contents



Tax Fees.
 All Other Fees.
  ITEM 15. Exhibits and Financial Statement Schedules.
 31.1
    
    Principal Executive Officers Certification pursuant to Section 302 of the Sarbanes Oxley Act31.2
    
    Principal Financial Officers Certification pursuant to Section 302 of the Sarbanes Oxley
Act
 17




---



##### Table of Contents



SIGNATURES
  ENERGY, INC.
(Registrant)Date   April 30, 2010
    /s/ Thomas J. SmithBy:
    Thomas J. Smith, Vice Presidentand Chief Financial Officer(Principal Financial and
Accounting Officer)  RICHARD M. OSBORNE*

Richard M. Osborne(Principal Executive Officer)
    
    Chairman of the Board,
Chief
Executive Officer and
Director
    
    April 30, 2010/s/ Thomas J. Smith

Thomas J. Smith(Principal Financial and
Accounting Officer)
    
    Vice
President and
Chief Financial
Officer
    
    April 30, 2010IAN ABRAMS*

Ian Abrams
    
    Director
    
    April 30, 2010W.E. ARGO*

W.E. Argo
    
    Director
    
    April 30, 2010GREGORY J. OSBORNE*

Gregory J. Osborne
    
    Director
    
    April 30, 2010JAMES R. SMAIL*

James R. Smail
    
    Director
    
    April 30, 2010MICHAEL T. VICTOR*

Michael T. Victor
    
    Director
    
    April 30, 2010/s/ Thomas J. Smith

*By: Thomas J. SmithAttorney-in-Fact
 18