Subsidiary Guarantors | 17. Subsidiary Guarantors All the Company’s wholly-owned subsidiaries fully and unconditionally guarantee on an unsecured basis, on a joint and several basis, the Company’s 10.50% Senior Secured Notes due 2018. There are no restrictions within the consolidated group on the ability of the Company or any of its subsidiaries to obtain loans from or pay dividends to other members of the consolidated group. Financial information of the Company’s wholly-owned subsidiary guarantors is as follows: CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) August 31, 2015 United Guarantors Eliminations United Refining Assets Current: Cash and cash equivalents $ 106,237 $ 10,791 $ — $ 117,028 Accounts receivable, net 51,196 30,371 — 81,567 Inventories, net 176,320 29,746 — 206,066 Prepaid expenses and other assets 20,785 7,215 — 28,000 Amounts due from affiliated companies, net 1,883 (1,490 ) — 393 Intercompany 18,008 77,563 (95,571 ) — Total current assets 374,429 154,196 (95,571 ) 433,054 Property, plant and equipment, net 217,375 130,382 — 347,757 Deferred financing costs, net 2,667 — — 2,667 Goodwill and other non-amortizable assets — 11,849 — 11,849 Amortizable intangible assets, net — 869 — 869 Deferred integrity and replacement costs, net 58,634 — — 58,634 Deferred turnaround costs & other assets 25,410 5,226 — 30,636 Investment in subsidiaries 108,972 — (108,972 ) — $ 787,487 $ 302,522 $ (204,543 ) $ 885,466 Liabilities and Stockholder’s Equity Current: Current installments of long-term debt $ 447 $ 1,109 $ — $ 1,556 Accounts payable 24,244 20,589 — 44,833 Accrued liabilities 10,856 7,055 — 17,911 Income taxes payable (33,092 ) 40,489 — 7,397 Sales, use and fuel taxes payable 18,366 5,007 — 23,373 Deferred income taxes 6,560 (738 ) — 5,822 Intercompany — 95,571 (95,571 ) — Total current liabilities 27,381 169,082 (95,571 ) 100,892 Long term debt: less current installments 233,911 5,200 — 239,111 Deferred income taxes 39,179 16,742 — 55,921 Deferred retirement benefits 69,274 2,526 — 71,800 Total liabilities 369,745 193,550 (95,571 ) 467,724 Commitment and contingencies Stockholder’s equity Common stock, $.10 par value per share-shares authorized 100; issued and outstanding 100 — 18 (18 ) — Preferred stock; $1,000 par value per share—shares authorized 25,000; issued and outstanding 14,116 14,116 — — 14,116 Additional paid-in capital 156,846 16,626 (16,626 ) 156,846 Retained earnings 263,464 93,978 (93,978 ) 263,464 Accumulated other comprehensive loss (16,684 ) (1,650 ) 1,650 (16,684 ) Total stockholder’s equity 417,742 108,972 (108,972 ) 417,742 $ 787,487 $ 302,522 $ (204,543 ) $ 885,466 CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) August 31, 2014 United Guarantors Eliminations United Refining Assets Current: Cash and cash equivalents $ 79,356 $ 19,681 $ — $ 99,037 Accounts receivable, net 51,452 40,939 — 92,391 Refundable income taxes 6,000 — — 6,000 Inventories, net 122,161 29,311 — 151,472 Prepaid income taxes 16,918 (3,244 ) — 13,674 Prepaid expenses and other assets 62,889 4,279 — 67,168 Intercompany 127,105 1,116 (128,221 ) — Total current assets 465,881 92,082 (128,221 ) 429,742 Property, plant and equipment, net 199,703 117,816 — 317,519 Deferred financing costs, net 3,575 — — 3,575 Goodwill and other non-amortizable assets — 11,849 — 11,849 Amortizable intangible assets, net — 951 — 951 Deferred integrity and replacement costs, net 64,916 — — 64,916 Deferred turnaround costs & other assets 39,302 2,610 — 41,912 Investment in subsidiaries 35,811 — (35,811 ) — $ 809,188 $ 225,308 $ (164,032 ) $ 870,464 Liabilities and Stockholder’s Equity Current: Current installments of long-term debt $ 519 $ 1,032 $ — $ 1,551 Accounts payable 64,965 26,916 — 91,881 Accrued liabilities 12,315 6,376 — 18,691 Sales, use and fuel taxes payable 16,037 4,513 — 20,550 Deferred income taxes 3,770 (960 ) — 2,810 Amounts due to affiliated companies, net — 1,521 — 1,521 Intercompany — 128,221 (128,221 ) — Total current liabilities 97,606 167,619 (128,221 ) 137,004 Long term debt: less current installments 232,946 5,028 — 237,974 Deferred income taxes 28,816 15,324 — 44,140 Deferred retirement benefits 65,595 1,526 — 67,121 Total liabilities 424,963 189,497 (128,221 ) 486,239 Commitment and contingencies Stockholder’s equity Common stock, $.10 par value per share—shares authorized 100; issued and outstanding 100 — 18 (18 ) — Preferred stock; $1,000 par value per share—shares authorized 25,000; issued and outstanding 14,116 14,116 — — 14,116 Additional paid-in capital 156,810 16,626 (16,626 ) 156,810 Retained earnings 222,495 20,143 (20,143 ) 222,495 Accumulated other comprehensive loss (9,196 ) (976 ) 976 (9,196 ) Total stockholder’s equity 384,225 35,811 (35,811 ) 384,225 $ 809,188 $ 225,308 $ (164,032 ) $ 870,464 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Year Ended August 31, 2015 United Guarantors Eliminations United Refining Net sales $ 1,936,281 $ 1,439,016 $ (658,578 ) $ 2,716,719 Costs and expenses: Costs of goods sold (exclusive of depreciation and amortization) 1,837,318 1,173,291 (658,578 ) 2,352,031 Selling, general and administrative expenses 25,182 139,907 — 165,089 Depreciation and amortization expense 33,191 8,363 — 41,554 1,895,691 1,321,561 (658,578 ) 2,558,674 Operating income 40,590 117,455 — 158,045 Other expense: Interest expense, net (25,621 ) (1,027 ) — (26,648 ) Other, net (4,087 ) 218 — (3,869 ) Equity in net income of subsidiaries 73,834 — (73,834 ) — 44,126 (809 ) (73,834 ) (30,517 ) Income before income tax expense 84,716 116,646 (73,834 ) 127,528 Income tax (benefit) expense Current (14,845 ) 40,742 — 25,897 Deferred 17,510 2,070 — 19,580 2,665 42,812 — 45,477 Net income $ 82,051 $ 73,834 $ (73,834 ) $ 82,051 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Year Ended August 31, 2014 United Guarantors Eliminations United Refining Net sales $ 2,626,015 $ 1,692,936 $ (879,733 ) $ 3,439,218 Costs and expenses: Costs of goods sold (exclusive of depreciation and amortization) 2,445,839 1,534,367 (879,733 ) 3,100,473 Selling, general and administrative expenses 24,441 138,323 — 162,764 Depreciation and amortization expense 24,182 7,622 — 31,804 2,494,462 1,680,312 (879,733 ) 3,295,041 Operating income 131,553 12,624 — 144,177 Other expense: Interest expense, net (25,368 ) (973 ) — (26,341 ) Other, net (3,298 ) 401 — (2,897 ) Equity in net income of subsidiaries 7,890 — (7,890 ) — (20,776 ) (572 ) (7,890 ) (29,238 ) Income before income tax expense 110,777 12,052 (7,890 ) 114,939 Income tax expense Current 21,478 3,572 — 25,050 Deferred 18,186 590 — 18,776 39,664 4,162 — 43,826 Net income $ 71,113 $ 7,890 $ (7,890 ) $ 71,113 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Year Ended August 31, 2013 United Guarantors Eliminations United Refining Net sales $ 2,864,154 $ 1,726,422 $ (909,323 ) $ 3,681,253 Costs and expenses: Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts) 2,495,478 1,573,420 (909,323 ) 3,159,575 Losses on derivative contracts 2,319 — — 2,319 Selling, general and administrative expenses 24,562 139,312 — 163,874 Depreciation and amortization expense 19,883 6,994 — 26,877 2,542,242 1,719,726 (909,323 ) 3,352,645 Operating income 321,912 6,696 — 328,608 Other expense: Interest expense, net (38,292 ) (743 ) — (39,035 ) Other, net (3,743 ) (76 ) — (3,819 ) Loss on early extinguishment of debt (18,727 ) — — (18,727 ) Equity in net income of subsidiaries 4,130 — (4,130 ) — (56,632 ) (819 ) (4,130 ) (61,581 ) Income before income tax expense 265,280 5,877 (4,130 ) 267,027 Income tax expense Current 94,154 1,569 — 95,723 Deferred 2,443 178 — 2,621 96,597 1,747 — 98,344 Net income $ 168,683 $ 4,130 $ (4,130 ) $ 168,683 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2015 United Guarantors Eliminations United Refining Net cash provided by operating activities $ 128,665 $ 14,985 $ — $ 143,650 Cash flows from investing activities: Additions to property, plant and equipment (30,451 ) (19,798 ) — (50,249 ) Additions to amortizable intangible assets — (100 ) — (100 ) Additions to deferred turnaround costs (705 ) (2,911 ) — (3,616 ) Additions to deferred integrity and replacement costs (28,630 ) — — (28,630 ) Proceeds from asset dispositions 5 5 — 10 Net cash used in investing activities (59,781 ) (22,804 ) — (82,585 ) Cash flows from financing activities: Distribution from Parent under the Tax Sharing Agreement 36 — — 36 Dividends to preferred shareholder and stockholder (41,082 ) — — (41,082 ) Principal reductions of long-term debt (637 ) (1,071 ) — (1,708 ) Deferred financing costs (320 ) — — (320 ) Net cash used in financing activities (42,003 ) (1,071 ) — (43,074 ) Net increase (decrease) in cash and cash equivalents 26,881 (8,890 ) — 17,991 Cash and cash equivalents, beginning of year 79,356 19,681 — 99,037 Cash and cash equivalents, end of period $ 106,237 $ 10,791 $ — $ 117,028 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2014 United Guarantors Eliminations United Refining Net cash provided by operating activities $ 92,535 $ 18,698 $ — $ 111,233 Cash flows from investing activities: Additions to property, plant and equipment (33,069 ) (16,195 ) — (49,264 ) Additions to deferred turnaround costs (41,850 ) (345 ) — (42,195 ) Additions to deferred integrity and replacement costs (36,810 ) — — (36,810 ) Proceeds from asset dispositions 56 2 — 58 Net cash used in investing activities (111,673 ) (16,538 ) — (128,211 ) Cash flows from financing activities: Distribution to Parent under the Tax Sharing Agreement (3,034 ) — — (3,034 ) Dividends to preferred shareholder and stockholder (38,951 ) — — (38,951 ) Proceeds from issuance of long term debt — 1,426 — 1,426 Principal reductions of long-term debt (907 ) (1,056 ) — (1,963 ) Net cash (used in) provided by financing activities (42,892 ) 370 — (42,522 ) Net (decrease) increase in cash and cash equivalents (62,030 ) 2,530 — (59,500 ) Cash and cash equivalents, beginning of year 141,386 17,151 — 158,537 Cash and cash equivalents, end of period $ 79,356 $ 19,681 $ — $ 99,037 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2013 United Guarantors Eliminations United Refining Net cash provided by operating activities $ 136,168 $ 28,203 $ — $ 164,371 Cash flows from investing activities: Additions to property, plant and equipment (15,921 ) (25,676 ) — (41,597 ) Additions to deferred turnaround costs (1,170 ) (71 ) — (1,241 ) Proceeds from asset dispositions 70 11 — 81 Net cash used in investing activities (17,021 ) (25,736 ) — (42,757 ) Cash flows from financing activities: Distribution from Parent under the Tax Sharing Agreement 1,996 — — 1,996 Proceeds from sale of preferred stock 141,164 — — 141,164 Dividends to stockholder (114,338 ) — — (114,338 ) Principal reductions of long-term debt (128,802 ) (637 ) — (129,439 ) Net cash used in financing activities (99,980 ) (637 ) — (100,617 ) Net increase in cash and cash equivalents 19,167 1,830 — 20,997 Cash and cash equivalents, beginning of year 122,219 15,321 — 137,540 Cash and cash equivalents, end of period $ 141,386 $ 17,151 $ — $ 158,537 |