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Related Party Transactions
12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
Related Party Transactions
Note 21 – Related Party Transactions
 
The Company is party to certain agreements and transactions with Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer, and companies owned or controlled by Richard M. Osborne.
 
Acquisition of 8500 Station Street
 
On March 5, 2013, the Company purchased the Matchworks building in Mentor, Ohio for $1.9 million from McKay Real Estate Corporation, Matchworks, LLC, and Nathan Properties, LLC (collectively, the “Sellers”) by and through Mark E. Dottore as Receiver in the United States District Court. The Sellers are entities owned or controlled by Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer. The acquisition of the Matchworks Building was approved by the independent members of the Company’s board of directors. See Note 3 - Acquisitions for details regarding this transaction.
 
Acquisition of John D. Oil and Gas Marketing
 
On June 1, 2013, the Company and its wholly-owned Ohio subsidiary, GNR, completed the acquisition of substantially all of the assets and certain liabilities of JDOG Marketing, an Ohio company engaged in the marketing of natural gas. The Osborne Trust is the majority owner of JDOG Marketing. Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer, is the sole trustee of the Osborne Trust. The acquisition of JDOG Marketing was approved by the independent members of the Company’s board of directors and the Company’s shareholders. See Note 3 – Acquisitions for details regarding this transaction.
 
Lease Agreements
 
The Company had an agreement to lease a pipeline from JDOG Marketing through December 31, 2016. This pipeline and corresponding lease were acquired by the Company in the acquisition of JDOG Marketing. Lease expense resulting from this agreement was $5,500 and $13,200 for the years ended December 31, 2013 and 2012, respectively. These amounts are included in the Natural Gas Purchased column below. There was no balance due at December 31, 2013 or 2012 to JDOG Marketing related to these lease payments. See Note 3 – Acquisitions for details regarding the JDOG Marketing acquisition.
 
On October 7, 2013, 8500 Station Street entered into a lease agreement with OsAir, Inc. (“OsAir”), an entity owned and controlled by Richard M. Osborne, the Company’s chairman and chief executive officer. Pursuant to the agreement, 8500 Station Street leases to OsAir approximately 6,472 square feet of office space located at 8500 Station Street, Mentor, Ohio 44060, at a rent of $5,500 per month for a period of three years starting from March 1, 2013. In September of 2014, OsAir was evicted from the office space for failure to make payment. At December 31, 2014, $29,150 of past due rent was still owed the Company.
 
On December 18, 2013, Orwell entered into a lease agreement with Cobra Pipeline Co., LLC (“Cobra”), an entity owned and controlled by Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer. Pursuant to the lease agreement, Cobra leases to Orwell approximately 2,400 square feet of warehouse space located at 2412 Newton Falls Rd., Newton Falls, OH 44444, at a rent of $2,000 per month for the time period commencing on December 18, 2013 and ending on February 29, 2016. Following the end of the initial term, the lease agreement will continue on a month-to-month basis until either party decides to terminate it upon 30 days’ advance written notice to the other party. 
Accounts Receivable and Accounts Payable
 
The table below details amounts due from and due to related parties, including companies owned or controlled by Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer, at December 31, 2014 and 2013.
 
 
 
Accounts Receivable
 
Accounts Payable
 
 
 
December 31,
2014
 
December 31,
2013
 
December 31,
2014
 
December 31,
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cobra Pipeline
 
$
178,596
 
$
131,208
 
$
67,982
 
$
76,909
 
Orwell Trumbell Pipeline
 
 
-
 
 
-
 
 
102,231
 
 
122,693
 
Great Plains Exploration
 
 
959
 
 
7,033
 
 
9
 
 
73,983
 
Big Oats Oil Field Supply
 
 
4,752
 
 
4,945
 
 
-
 
 
179,447
 
John D. Oil and Gas Company
 
 
6,854
 
 
91
 
 
-
 
 
82,188
 
OsAir
 
 
35,329
 
 
-
 
 
97
 
 
16,703
 
Other
 
 
8,120
 
 
2,948
 
 
-
 
 
8,010
 
Total related party balances
 
 
234,610
 
 
146,225
 
 
170,319
 
 
559,933
 
Less amounts included in discontinued operations
 
 
-
 
 
-
 
 
-
 
 
-
 
Total related party balances included in continuing operations
 
$
234,610
 
$
146,225
 
$
170,319
 
$
559,933
 
 
The table below details transactions with related parties, including companies owned or controlled by Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer, for the year ended December 31, 2014:
 
 
 
Year Ended December 31, 2014
 
 
 
Natural Gas
Purchases
 
Pipeline
Construction
Purchases
 
Rent, Supplies,
Consulting and
Other Purchases
 
Natural Gas Sales
 
Rental Income
and Other Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cobra Pipeline
 
$
1,119,192
 
$
-
 
$
18,000
 
$
104,623
 
$
13,400
 
Orwell Trumbell Pipeline
 
 
788,026
 
 
-
 
 
-
 
 
1,956
 
 
37,124
 
Great Plains Exploration
 
 
611,187
 
 
-
 
 
-
 
 
13,073
 
 
5,200
 
Big Oats Oil Field Supply
 
 
-
 
 
254,752
 
 
93,741
 
 
5,181
 
 
850
 
John D. Oil and Gas Company
 
 
737,522
 
 
-
 
 
-
 
 
575
 
 
42,209
 
OsAir
 
 
176,116
 
 
-
 
 
6,317
 
 
3,788
 
 
52,045
 
Lake Shore Gas Storage
 
 
162,360
 
 
-
 
 
-
 
 
-
 
 
-
 
Other
 
 
76,282
 
 
-
 
 
22,808
 
 
22,240
 
 
1,676
 
Total
 
$
3,670,685
 
$
254,752
 
$
140,866
 
$
151,436
 
$
152,504
 
 
The table below details transactions with related parties, including companies owned or controlled by Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer, for the year ended December 31, 2013:
 
 
 
Year Ended December 31, 2013
 
 
 
Natural Gas
Purchases
 
Pipeline
Construction
Purchases
 
Rent, Supplies,
Consulting and
Other Purchases
 
Natural Gas Sales
 
Rental Income
and Other Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John D. Oil and Gas Marketing
 
$
951,120
 
$
-
 
$
16,599
 
$
5,470
 
$
-
 
Cobra Pipeline
 
 
842,620
 
 
263,574
 
 
20,000
 
 
157,834
 
 
381
 
Orwell Trumbell Pipeline
 
 
795,190
 
 
-
 
 
-
 
 
1,260
 
 
33,911
 
Great Plains Exploration
 
 
856,696
 
 
854
 
 
1,341
 
 
9,310
 
 
47,640
 
Big Oats Oil Field Supply
 
 
-
 
 
2,967,705
 
 
624,147
 
 
3,996
 
 
5,125
 
John D. Oil and Gas Company
 
 
911,507
 
 
5,975
 
 
-
 
 
572
 
 
29,356
 
OsAir
 
 
241,693
 
 
13,200
 
 
91,850
 
 
4,866
 
 
72,787
 
Other
 
 
86,987
 
 
853
 
 
44,334
 
 
20,054
 
 
45,299
 
Total
 
$
4,685,813
 
$
3,252,161
 
$
798,271
 
$
203,362
 
$
234,499
 
 
The table below details transactions with related parties, including companies owned or controlled by Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer, for the year ended December 31, 2012:
 
 
 
Year Ended December 31, 2012
 
 
 
Natural Gas
Purchases
 
Pipeline
Construction
Purchases
 
Rent, Supplies,
Consulting and
Other Purchases
 
Natural Gas Sales
 
Rental Income
and Other Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John D. Oil and Gas Marketing
 
$
2,405,158
 
$
9,870
 
$
58,043
 
$
-
 
$
13,128
 
Cobra Pipeline
 
 
389,233
 
 
5,390
 
 
5,104
 
 
-
 
 
23,210
 
Orwell Trumbell Pipeline
 
 
526,785
 
 
132
 
 
19,547
 
 
26,519
 
 
4,785
 
Great Plains Exploration
 
 
506,503
 
 
-
 
 
-
 
 
7,068
 
 
10,643
 
Big Oats Oil Field Supply
 
 
-
 
 
1,231,921
 
 
256,607
 
 
2,131
 
 
7,068
 
John D. Oil and Gas Company
 
 
502,897
 
 
-
 
 
-
 
 
575
 
 
-
 
Sleepy Hollow Oil & Gas
 
 
-
 
 
-
 
 
-
 
 
-
 
 
5,113
 
OsAir
 
 
248,588
 
 
-
 
 
196,451
 
 
2,479
 
 
306
 
Other
 
 
135,927
 
 
-
 
 
127,171
 
 
28,777
 
 
411
 
Total
 
$
4,715,091
 
$
1,247,313
 
$
662,923
 
$
67,549
 
$
64,664
 
 
The Company also accrued a liability of $111,133 and $0 due to companies controlled by Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer, for natural gas used and transportation charges through December 31, 2014 and 2013, respectively, which had not yet been invoiced. The related expense is included in the gas purchased line item in the accompanying statements of comprehensive income.
 
Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer, sold shares of common stock in which the Company incurred expenses of $309,432 and $274,213 for the years ended December 31, 2013 and 2012, respectively. These expenses are recorded in the accompanying income statement as stock sale expense.
 
In addition, the Company had related party natural gas imbalances of $98,081 and $151,780 at December 31, 2014 and December 31, 2013, respectively, which were included in the Company’s natural gas inventory balance. These amounts represent quantities of natural gas due to the Company from natural gas transportation companies controlled by Richard M. Osborne, father of the Company’s chief executive officer and the Company’s former chairman and chief executive officer.