Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May. 31, 2015 | Jul. 15, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | May 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | UNRF | |
Entity Registrant Name | UNITED REFINING CO | |
Entity Central Index Key | 101,462 | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May. 31, 2015 | Aug. 31, 2014 |
Current: | ||
Cash and cash equivalents | $ 146,259 | $ 99,037 |
Accounts receivable, net | 74,701 | 92,391 |
Refundable income taxes | 10,912 | 6,000 |
Inventories, net | 189,000 | 151,472 |
Prepaid income taxes | 13,674 | |
Prepaid expenses and other assets | 22,010 | 67,168 |
Total current assets | 442,882 | 429,742 |
Property, plant and equipment, net | 332,579 | 317,519 |
Deferred financing costs, net | 2,654 | 3,575 |
Goodwill | 1,349 | 1,349 |
Trade name | 10,500 | 10,500 |
Amortizable intangible assets, net | 901 | 951 |
Deferred integrity and replacement costs, net | 60,204 | 64,916 |
Deferred turnaround costs and other assets, net | 34,114 | 41,912 |
Total assets | 885,183 | 870,464 |
Current: | ||
Current installments of long-term debt | 1,500 | 1,551 |
Accounts payable | 43,765 | 91,881 |
Accrued liabilities | 22,041 | 18,691 |
Income taxes payable | 7,646 | |
Sales, use and fuel taxes payable | 23,751 | 20,550 |
Deferred income taxes | 2,810 | 2,810 |
Amounts due to affiliated companies, net | 359 | 1,521 |
Total current liabilities | 101,872 | 137,004 |
Long term debt: less current installments | 237,986 | 237,974 |
Deferred income taxes | 67,034 | 44,140 |
Deferred retirement benefits | 62,863 | 67,121 |
Total liabilities | $ 469,755 | $ 486,239 |
Commitments and contingencies | ||
Stockholder's equity: | ||
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100 | $ 0 | $ 0 |
Additional paid-in capital | 156,810 | 156,810 |
Retained earnings | 254,809 | 222,495 |
Accumulated other comprehensive loss | (10,307) | (9,196) |
Total stockholder's equity | 415,428 | 384,225 |
Total liabilities and stockholder's equity | 885,183 | 870,464 |
Series A Preferred Stock [Member] | ||
Stockholder's equity: | ||
Series A Preferred stock; $1,000 par value per share - shares authorized 25,000; issued and outstanding 14,116 | $ 14,116 | $ 14,116 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May. 31, 2015 | Aug. 31, 2014 |
Common stock, par value per share | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 100 | 100 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 25,000 | 25,000 |
Preferred stock, shares issued | 14,116 | 14,116 |
Preferred stock, shares outstanding | 14,116 | 14,116 |
Consolidated Statements of Inco
Consolidated Statements of Income - (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 602,877 | $ 784,269 | $ 2,008,478 | $ 2,449,703 |
Costs and expenses: | ||||
Costs of goods sold (exclusive of depreciation and amortization) | 485,906 | 722,327 | 1,741,703 | 2,183,453 |
Selling, general and administrative expenses | 42,073 | 41,942 | 124,069 | 124,869 |
Depreciation and amortization expenses | 10,444 | 7,199 | 31,321 | 21,329 |
Total costs and expenses | 538,423 | 771,468 | 1,897,093 | 2,329,651 |
Operating income | 64,454 | 12,801 | 111,385 | 120,052 |
Other expense: | ||||
Interest expense, net | (6,639) | (6,597) | (19,929) | (19,700) |
Other, net | (907) | (905) | (3,064) | (2,302) |
Total other income (expense) | (7,546) | (7,502) | (22,993) | (22,002) |
Income before income tax expense | 56,908 | 5,299 | 88,392 | 98,050 |
Income tax expense | 22,201 | 2,067 | 34,468 | 38,235 |
Net income | $ 34,707 | $ 3,232 | $ 53,924 | $ 59,815 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 34,707 | $ 3,232 | $ 53,924 | $ 59,815 |
Other comprehensive loss, net of taxes: | ||||
Unrecognized post retirement loss, net of taxes of $(236) and $(119) for the three months ended May 31, 2015 and 2014, respectively and $(710) and $(358) for the nine months ended May 31, 2015 and 2014, respectively | (371) | (172) | (1,111) | (515) |
Other comprehensive loss | (371) | (172) | (1,111) | (515) |
Total comprehensive income | $ 34,336 | $ 3,060 | $ 52,813 | $ 59,300 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income - (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrecognized post retirement loss, taxes | $ (236) | $ (119) | $ (710) | $ (358) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 53,924 | $ 59,815 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 33,163 | 23,074 |
Deferred income taxes | 23,604 | 2,225 |
Loss on asset dispositions | 771 | 1,045 |
Cash provided by (used in) working capital items | 27,631 | (87,364) |
Change in operating assets and liabilities: | ||
Other assets, net | 306 | 507 |
Deferred retirement benefits | (6,079) | (5,152) |
Total adjustments | 79,396 | (65,665) |
Net cash provided by (used in) operating activities | 133,320 | (5,850) |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (31,202) | (36,608) |
Additions to amortizable intangible assets | (100) | |
Additions to deferred turnaround costs | (3,318) | (32,219) |
Additions to deferred integrity and replacement costs | (28,630) | |
Proceeds from asset dispositions | 7 | 58 |
Net cash used in investing activities | (63,243) | (68,769) |
Cash flows from financing activities: | ||
Dividends to preferred shareholder and stockholder | (21,610) | (35,218) |
Proceeds from issuance of long-term debt | 1,426 | |
Principal reductions of long-term debt | (1,245) | (1,500) |
Distribution to parent under the tax sharing agreement | (2,593) | |
Net cash used in financing activities | (22,855) | (37,885) |
Net increase (decrease) in cash and cash equivalents | 47,222 | (112,504) |
Cash and cash equivalents, beginning of year | 99,037 | 158,537 |
Cash and cash equivalents, end of period | 146,259 | 46,033 |
Cash provided by (used in) working capital items: | ||
Accounts receivable, net | 17,690 | 17,178 |
Refundable income taxes | (4,912) | 20,890 |
Inventories, net | (37,528) | (117,261) |
Prepaid income taxes | 13,674 | (6,532) |
Prepaid expenses and other assets | 45,158 | (15,043) |
Amounts due from/to affiliated companies, net | (1,162) | 389 |
Accounts payable | (19,486) | 11,099 |
Accrued liabilities | 3,350 | 6,057 |
Income taxes payable | 7,646 | (8,587) |
Sales, use, and fuel taxes payable | 3,201 | 4,446 |
Total change | 27,631 | (87,364) |
Cash paid during the period for: | ||
Interest | 12,893 | 12,954 |
Income taxes | 396 | 48,950 |
Non-cash investing activities: | ||
Property additions & capital leases | $ 285 | $ 241 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
May. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation The consolidated financial statements include the accounts of United Refining Company and its subsidiaries, United Refining Company of Pennsylvania and its subsidiaries, United Biofuels, Inc. and Kiantone Pipeline Corporation (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. Operations are organized into two business segments: wholesale and retail. The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment operates a network of Company operated retail units under the Red Apple Food Mart ® ® ® ® ® The Company is a wholly-owned subsidiary of United Refining, Inc., a wholly-owned subsidiary of United Acquisition Corp., which in turn is a wholly-owned subsidiary of Red Apple Group, Inc. (the “Parent”). The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended May 31, 2015 are not necessarily indicative of the results that may be expected for the year ending August 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2014. |
Inventories
Inventories | 9 Months Ended |
May. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. Inventories Inventories are stated at the lower of cost or market, with cost being determined under the Last-in, First-out (LIFO) method for crude oil and petroleum product inventories and the First-in, First-out (FIFO) method for merchandise. Supply inventories are stated at either the lower of cost or market or replacement cost and include various parts for the refinery operations. Inventories consist of the following: May 31, August 31, (in thousands) Crude Oil $ 33,879 $ 36,667 Petroleum Products 100,287 63,252 Total LIFO 134,166 99,919 Merchandise 24,159 23,983 Supplies 30,675 27,570 Total FIFO 54,834 51,553 Total Inventory $ 189,000 $ 151,472 As of May 31, 2015 the replacement cost of LIFO inventories was less than their LIFO carrying values by approximately $1,923,000. At August 31, 2014 the replacement cost of LIFO inventories exceeded their LIFO carrying value by approximately $109,711,000. |
Segments of Business
Segments of Business | 9 Months Ended |
May. 31, 2015 | |
Segment Reporting [Abstract] | |
Segments of Business | 3. Segments of Business Intersegment revenues are calculated using market prices and are eliminated upon consolidation. Summarized financial information regarding the Company’s reportable segments is presented in the following tables (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2015 2014 2015 2014 Net Sales Retail $ 320,740 $ 436,564 $ 998,562 $ 1,243,048 Wholesale 282,137 347,705 1,009,916 1,206,655 $ 602,877 $ 784,269 $ 2,008,478 $ 2,449,703 Intersegment Sales Wholesale $ 134,881 $ 240,360 $ 431,487 $ 657,951 Operating Income (Loss) Retail $ (1,249 ) $ 3,238 $ 16,550 $ (1,292 ) Wholesale 65,703 9,563 94,835 121,344 $ 64,454 $ 12,801 $ 111,385 $ 120,052 Depreciation and Amortization Retail $ 1,821 $ 1,610 $ 5,377 $ 4,749 Wholesale 8,623 5,589 25,944 16,580 $ 10,444 $ 7,199 $ 31,321 $ 21,329 May 31, 2015 August 31, 2014 Total Assets $ 177,243 $ 186,277 Retail 707,940 684,187 Wholesale $ 885,183 $ 870,464 |
Subsidiary Guarantors
Subsidiary Guarantors | 9 Months Ended |
May. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Subsidiary Guarantors | 4. Subsidiary Guarantors All of 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) May 31, 2015 August 31, 2014 United Refining Company Guarantors Eliminations United Company & Subsidiaries United Refining Company Guarantors Eliminations United Company & Subsidiaries Assets Current: Cash and cash equivalents $ 132,450 $ 13,809 $ — $ 146,259 $ 79,356 $ 19,681 $ — $ 99,037 Accounts receivable, net 42,812 31,889 — 74,701 51,452 40,939 — 92,391 Refundable income taxes 10,912 — — 10,912 6,000 — — 6,000 Inventories, net 160,013 28,987 — 189,000 122,161 29,311 — 151,472 Prepaid income taxes — — — — 16,918 (3,244 ) — 13,674 Prepaid expenses and other assets 16,981 5,029 — 22,010 62,889 4,279 — 67,168 Intercompany 117,556 (6,386 ) (111,170 ) — 127,105 1,116 (128,221 ) — Total current assets 480,724 73,328 (111,170 ) 442,882 465,881 92,082 (128,221 ) 429,742 Property, plant and equipment, net 208,634 123,945 — 332,579 199,703 117,816 — 317,519 Deferred financing costs, net 2,654 — — 2,654 3,575 — — 3,575 Goodwill and other non-amortizable assets — 11,849 — 11,849 — 11,849 — 11,849 Amortizable intangible assets, net — 901 — 901 — 951 — 951 Deferred integrity and replacement costs, net 60,204 — — 60,204 64,916 — — 64,916 Deferred turnaround costs & other assets 29,057 5,057 — 34,114 39,302 2,610 — 41,912 Investment in subsidiaries 44,706 — (44,706 ) — 35,811 — (35,811 ) — $ 825,979 $ 215,080 $ (155,876 ) $ 885,183 $ 809,188 $ 225,308 $ (164,032 ) $ 870,464 Liabilities and Stockholder’s Equity Current: Current installments of long-term debt $ 500 $ 1,000 $ — $ 1,500 $ 519 $ 1,032 $ — $ 1,551 Accounts payable 22,902 20,863 — 43,765 64,965 26,916 — 91,881 Accrued liabilities 15,356 6,685 — 22,041 12,315 6,376 — 18,691 Income taxes payable 3,881 3,765 — 7,646 — — — — Sales, use and fuel taxes payable 18,900 4,851 — 23,751 16,037 4,513 — 20,550 Deferred income taxes 3,770 (960 ) — 2,810 3,770 (960 ) — 2,810 Amounts due to affiliated companies, net — 359 — 359 — 1,521 — 1,521 Intercompany — 111,170 (111,170 ) — — 128,221 (128,221 ) — Total current liabilities 65,309 147,733 (111,170 ) 101,872 97,606 167,619 (128,221 ) 137,004 Long term debt: less current installments 233,716 4,270 — 237,986 232,946 5,028 — 237,974 Deferred income taxes 50,023 17,011 — 67,034 28,816 15,324 — 44,140 Deferred retirement benefits 61,503 1,360 — 62,863 65,595 1,526 — 67,121 Total liabilities 410,551 170,374 (111,170 ) 469,755 424,963 189,497 (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 ) — — 18 (18 ) — Series A Preferred stock; $1,000 par value per share – shares authorized 25,000; issued and outstanding 14,116 14,116 — — 14,116 14,116 — — 14,116 Additional paid-in capital 156,810 16,626 (16,626 ) 156,810 156,810 16,626 (16,626 ) 156,810 Retained earnings 254,809 28,987 (28,987 ) 254,809 222,495 20,143 (20,143 ) 222,495 Accumulated other comprehensive loss (10,307 ) (925 ) 925 (10,307 ) (9,196 ) (976 ) 976 (9,196 ) Total stockholder’s equity 415,428 44,706 (44,706 ) 415,428 384,225 35,811 (35,811 ) 384,225 $ 825,979 $ 215,080 $ (155,876 ) $ 885,183 $ 809,188 $ 225,308 $ (164,032 ) $ 870,464 Condensed Consolidating Statements of Income (in thousands) Three Months Ended May 31, 2015 Three Months Ended May 31, 2014 United Refining Company Guarantors Eliminations United Company & Subsidiaries United Refining Company Guarantors Eliminations United Net sales $ 417,018 $ 321,909 $ (136,050 ) $ 602,877 $ 588,065 $ 437,393 $ (241,189 ) $ 784,269 Costs and expenses: Costs of goods sold (exclusive of depreciation and amortization) 336,576 285,380 (136,050 ) 485,906 566,498 397,018 (241,189 ) 722,327 Selling, general and administrative expenses 6,006 36,067 — 42,073 6,201 35,741 — 41,942 Depreciation and amortization expenses 8,332 2,112 — 10,444 5,333 1,866 — 7,199 350,914 323,559 (136,050 ) 538,423 578,032 434,625 (241,189 ) 771,468 Operating income (loss) 66,104 (1,650 ) — 64,454 10,033 2,768 — 12,801 Other income (expense): Interest expense, net (6,403 ) (236 ) — (6,639 ) (6,347 ) (250 ) — (6,597 ) Other, net (586 ) (321 ) — (907 ) (818 ) (87 ) — (905 ) Equity in net (loss) income of subsidiaries (1,070 ) — 1,070 — 1,283 — (1,283 ) — (8,059 ) (557 ) 1,070 (7,546 ) (5,882 ) (337 ) (1,283 ) (7,502 ) Income (loss) before income tax expense (benefit) 58,045 (2,207 ) 1,070 56,908 4,151 2,431 (1,283 ) 5,299 Income tax expense (benefit) 23,338 (1,137 ) — 22,201 919 1,148 — 2,067 Net income (loss) $ 34,707 $ (1,070 ) $ 1,070 $ 34,707 $ 3,232 $ 1,283 $ (1,283 ) $ 3,232 Nine Months Ended May 31, 2015 Nine Months Ended May 31, 2014 United Refining Company Guarantors Eliminations United Company & Subsidiaries United Refining Company Guarantors Eliminations United Net sales $ 1,441,403 $ 1,002,092 $ (435,017 ) $ 2,008,478 $ 1,864,606 $ 1,246,280 $ (661,183 ) $ 2,449,703 Costs and expenses: Costs of goods sold (exclusive of depreciation and amortization) 1,301,330 875,390 (435,017 ) 1,741,703 1,707,098 1,137,538 (661,183 ) 2,183,453 Selling, general and administrative expenses 18,759 105,310 — 124,069 19,205 105,664 — 124,869 Depreciation and amortization expenses 25,108 6,213 — 31,321 15,812 5,517 — 21,329 1,345,197 986,913 (435,017 ) 1,897,093 1,742,115 1,248,719 (661,183 ) 2,329,651 Operating income (loss) 96,206 15,179 — 111,385 122,491 (2,439 ) — 120,052 Other income (expense): Interest expense, net (19,218 ) (711 ) — (19,929 ) (18,976 ) (724 ) — (19,700 ) Other, net (3,103 ) 39 — (3,064 ) (2,538 ) 236 — (2,302 ) Equity in net income (loss) of subsidiaries 8,844 — (8,844 ) — (1,793 ) — 1,793 — (13,477 ) (672 ) (8,844 ) (22,993 ) (23,307 ) (488 ) 1,793 (22,002 ) Income (loss) before income tax expense (benefit) 82,729 14,507 (8,844 ) 88,392 99,184 (2,927 ) 1,793 98,050 Income tax expense (benefit) 28,805 5,663 — 34,468 39,369 (1,134 ) — 38,235 Net income (loss) $ 53,924 $ 8,844 $ (8,844 ) $ 53,924 $ 59,815 $ (1,793 ) $ 1,793 $ 59,815 Condensed Consolidating Statements of Cash Flows (in thousands) Nine Months Ended May 31, 2015 Nine Months Ended May 31, 2014 United Guarantors Eliminations United United Guarantors Eliminations United Net cash provided by (used in) operating activities $ 123,127 $ 10,193 $ — $ 133,320 $ (16,866 ) $ 11,016 $ — $ (5,850 ) Cash flows from investing activities: Additions to property, plant and equipment (18,656 ) (12,546 ) — (31,202 ) (25,150 ) (11,458 ) — (36,608 ) Additions to amortizable intangible assets — (100 ) — (100 ) — — — — Additions to deferred turnaround costs (687 ) (2,631 ) — (3,318 ) (32,028 ) (191 ) — (32,219 ) Additions to deferred integrity and replacement costs (28,630 ) — — (28,630 ) — — — — Proceeds from asset dispositions 5 2 — 7 56 2 — 58 Net cash used in investing activities (47,968 ) (15,275 ) — (63,243 ) (57,122 ) (11,647 ) — (68,769 ) Cash flows from financing activities: Dividends to preferred shareholder and common stockholder (21,610 ) — — (21,610 ) (35,218 ) — — (35,218 ) Proceeds from issuance of long-term debt — — — — — 1,426 — 1,426 Principal reductions of long-term debt (455 ) (790 ) — (1,245 ) (706 ) (794 ) — (1,500 ) Distribution to parent under the tax sharing agreement — — — — (2,593 ) — — (2,593 ) Net cash (used in) provided by financing activities (22,065 ) (790 ) — (22,855 ) (38,517 ) 632 — (37,885 ) Net increase (decrease) in cash and cash equivalents 53,094 (5,872 ) — 47,222 (112,505 ) 1 — (112,504 ) Cash and cash equivalents, beginning of year 79,356 19,681 — 99,037 141,386 17,151 — 158,537 Cash and cash equivalents, end of period $ 132,450 $ 13,809 $ — $ 146,259 $ 28,881 $ 17,152 $ — $ 46,033 |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
May. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 5. Employee Benefit Plans For the periods ended May 31, 2015 and 2014, net pension and other postretirement benefit costs were comprised of the following: Pension Benefits Three Months Nine Months Ended 2015 2014 2015 2014 (in thousands) Service cost $ 157 $ 149 $ 470 $ 447 Interest cost on benefit obligation 1,213 1,312 3,638 3,934 Expected return on plan assets (1,588 ) (1,404 ) (4,763 ) (4,210 ) Amortization and deferral of net loss 180 175 541 526 Net periodic benefit cost $ (38 ) $ 232 $ (114 ) $ 697 Other Post-Retirement Benefits Three Months Nine Months Ended 2015 2014 2015 2014 (in thousands) Service cost $ (151 ) $ 194 $ (453 ) $ 581 Interest cost on benefit obligation (413 ) 518 (1,239 ) 1,554 Amortization and deferral of net loss 786 (465 ) 2,358 (1,395 ) Net periodic benefit cost $ 222 $ 247 $ 666 $ 740 As of May 31, 2015, $3,257,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2015. The Company accrues post-retirement benefits other than pensions, during the years that the employees render the necessary service, of the expected cost of providing those benefits to an employee and the employee’s beneficiaries and covered dependents. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
May. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements The carrying values of all financial instruments classified as a current asset or a current liability approximate fair value because of the short maturity of these instruments. The fair value of marketable securities is determined by available market prices. The fair value exceeded the carrying value of the long term debt at May 31, 2015 and August 31, 2014 by $12,514,000 and $28,041,000, respectively. |
Put and Call Option Agreement
Put and Call Option Agreement | 9 Months Ended |
May. 31, 2015 | |
Text Block [Abstract] | |
Put and Call Option Agreement | 7. Put and Call Option Agreement On April 8, 2015 (the “Execution Date”), the Company entered into a Put and Call Option Agreement with each of Enbridge Energy Limited Partnership (“Enbridge LP”) and Enbridge Pipelines Inc. (“Enbridge Inc.” and, together with Enbridge LP, the “Carriers”). The Put and Call Option Agreement entered into with Enbridge LP (the “U.S. Agreement”) is substantially similar to the Put and Call Option Agreement entered into with Enbridge Inc. (the “Canadian Agreement” and, together with the U.S. Agreement, the “Put and Call Agreement”). The Put and Call Agreement was contemplated in that certain Letter Agreement, originally executed on July 31, 2014 and last amended on April 8, 2015 (the “Letter Agreement”), between the Company and the Carriers relating to approximately 88.85 miles of pipeline owned by the Carriers, which transports crude oil from Canada to the Company’s Kiantone Pipeline in West Seneca, New York, and serves the Company’s refinery in Warren, Pennsylvania (“Line 10”). The Letter Agreement related to the parties’ agreement concerning funding certain integrity and replacement costs for Line 10. The Carriers own the pipeline facilities generally identified as Line 10, including real property interests through and under which Line 10 passes, the Carriers’ assignable permits related to the ownership and operation of Line 10, as well as personal property, contract rights, records and incidental rights held solely in connection with Line 10 (collectively, the “Assets”). Pursuant to the Letter Agreement, the Company agreed to fund certain integrity costs necessary to maintain Line 10 (the “Integrity Costs”), by August 14, 2014, which aggregated $36 million for the calendar year 2014. The Carriers reconciled their actual expenses for the integrity maintenance as of June 30, 2015 and the Carriers will refund any excess payments made by the Company and the Company will fund the Carriers’ expenses in excess of the $36 million. Assuming the Company and the Carriers entered into a Put and Call Agreement on or before December 31, 2014, (as that date was extended) for each subsequent calendar year through the earlier of the expiration or closing of the purchase rights granted to the Company pursuant to the Put and Call Agreement, the Carriers will provide the Company with an invoice for the Integrity Costs for such calendar year (“Subsequent Year Integrity Costs”). The Carriers’ actual expenses with respect to the integrity maintenance will be reconciled against the Subsequent Year Integrity Costs similarly to the reconciliation for calendar year 2014. In addition, the Company agreed to pay for half the cost of replacing certain portions of Line 10 in accordance with a plan agreed to between the Company Parties and the Carriers. The Company will pay 50% of the estimated expenses of the replacement project for each segment of Line 10 to be replaced (the “Replacement Costs”) within 30 days of its receipt of an invoice for the same, along with a project management fee of 2 1 / 4 %. Each Carrier will initially fund the remaining 50% of the Replacement Costs during construction, provided that the Company will reimburse the Carriers for their actual cost of funds during the construction process. Once construction is complete and each replaced segment of Line 10 is put into service, and assuming the Company has not exercised its rights to purchase Line 10 pursuant to the Put and Call Agreement, the Company will repay the Carriers the 50% of the Replacement Costs they funded over a 10 year period. Pursuant to the Put and Call Agreement, the Carriers granted the Company a right (the “Call Option”) to purchase all of the Assets and the Company granted the Carriers the right to put all the Assets to the Company (the “Put Option” and, together with the Call Option, the “Purchase Options”) subject to the terms and conditions of the Put and Call Agreement. The Carrier’s Put Option is exercisable beginning on the date that is the earlier of (a) January 1, 2026 and (b) the date that is 30 days after the latest of (i) the date on which the Carriers give notice that the Line 10 replacement work performed pursuant to the Letter Agreement is sufficiently completed (as contemplated in the Call and Put Agreement) and (ii) the ninth (9 th ) anniversary of the Execution Date (the “Put Option Commencement Date”). The Put Option terminates on the date that is 24 months after either (a) the Put Option Commencement Date if such date is the first of a month or (b) the first day of the calendar month immediately following the Put Option Commencement Date if it is not the first day of the month (the “Put/Call Option Expiry Date”). The Company’s Call Option is exercisable at any time beginning on the Execution Date and ending on the Put/Call Option Expiry Date. The purchase price of the Assets (the “Purchase Price”) shall be calculated as follows: the sum of (a) 70% of the book value of the Assets as of July 31, 2014 minus annual depreciation, (b) 100% of total replacement costs for any segment replacements on the Pipeline commenced by the Carrier, whether completed or ongoing on the date of Asset sale is consummated (the “Closing Date”), minus any of such expenses paid by the Company and (c) 100% of the total regulatory requirements costs for any regulatory work commenced by the Carrier, whether completed or ongoing at the Closing Date, minus any of such expenses paid by the Company. The Purchase Price shall be subject to adjustment pursuant to the Put and Call Agreement with respect to certain work ongoing at the Closing Date. Among other customary conditions to closing, Carrier’s obligation to close the sale of the Assets is conditioned on the Company’s payment of all obligations outstanding pursuant to the Put and Call Agreement and the Letter Agreement. In addition, the sale of Assets pursuant to the U.S. Agreement shall close concurrently with the sale of the Assets pursuant to the Canadian Agreement. The Company and the Carrier agreed that certain work must be undertaken in order to carve out portions of Line 10 in Canada from the Enbridge mainline system and allow it to operate independently. In the event any work is required to similarly separate the U.S. portion of Line 10 from the Enbridge mainline system (the “Carve-Out Work”), a plan to perform such Carve-Out Work that would result in expenses greater than $38.5 million will require the approval of the Company. In the event any of the maintenance, regulatory requirement, or replacement work contemplated in the Letter Agreement or the Put and Call Agreement (collectively, the “Work”) is outstanding at the Closing Date, concurrently with the closing of the Asset sale, the Company and the Carriers will enter into an operating agreement (the “Operating Agreement”) pursuant to which the Carriers will provide certain operational and administrative services (the “Services”) while the Work is ongoing and complete such Work. As payment for the Services and completion of the Work, the Carriers shall be: (i) reimbursed for all expenses of providing the Services, (ii) paid a fixed fee of on an annual basis, which shall be subject to a 2% increase for each successive year following the first year of the Operating Agreement, and (ii) paid for all expenses of the Work not previously paid, as well as a 2.25% construction management fee. The Put and Call Agreement may be terminated by the mutual consent of the Company and the Carriers and shall automatically terminate if neither Purchase Option is exercised prior to the Put/Call Option Expiry Date. Moreover, either the Company or a Carrier may terminate the Put and Call Agreement if a closing of the Asset sale shall not have occurred on or before December 31, 2028 assuming the terminating party is not then in breach of the Put and Call Agreement and if a party has breached a representation, such breach has not been cured within the time periods allotted by the Put and Call Agreement. Finally, the Company may terminate the Put and Call Agreement by notifying the Carriers to cease the replacement work contemplated in the Letter Agreement. The Company has assessed the accounting impact of the Put and Call Agreement and determined there is no impact until the time when it becomes probable that the Put or Call will be exercised. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
May. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: May 31, August 31, (in thousands) Crude Oil $ 33,879 $ 36,667 Petroleum Products 100,287 63,252 Total LIFO 134,166 99,919 Merchandise 24,159 23,983 Supplies 30,675 27,570 Total FIFO 54,834 51,553 Total Inventory $ 189,000 $ 151,472 |
Segments of Business (Tables)
Segments of Business (Tables) | 9 Months Ended |
May. 31, 2015 | |
Segment Reporting [Abstract] | |
Summarized Financial Information of Company's Reportable Segments | Summarized financial information regarding the Company’s reportable segments is presented in the following tables (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2015 2014 2015 2014 Net Sales Retail $ 320,740 $ 436,564 $ 998,562 $ 1,243,048 Wholesale 282,137 347,705 1,009,916 1,206,655 $ 602,877 $ 784,269 $ 2,008,478 $ 2,449,703 Intersegment Sales Wholesale $ 134,881 $ 240,360 $ 431,487 $ 657,951 Operating Income (Loss) Retail $ (1,249 ) $ 3,238 $ 16,550 $ (1,292 ) Wholesale 65,703 9,563 94,835 121,344 $ 64,454 $ 12,801 $ 111,385 $ 120,052 Depreciation and Amortization Retail $ 1,821 $ 1,610 $ 5,377 $ 4,749 Wholesale 8,623 5,589 25,944 16,580 $ 10,444 $ 7,199 $ 31,321 $ 21,329 May 31, 2015 August 31, 2014 Total Assets $ 177,243 $ 186,277 Retail 707,940 684,187 Wholesale $ 885,183 $ 870,464 |
Subsidiary Guarantors (Tables)
Subsidiary Guarantors (Tables) | 9 Months Ended |
May. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Condensed Consolidating Balance Sheets | Condensed Consolidating Balance Sheets (in thousands) May 31, 2015 August 31, 2014 United Refining Company Guarantors Eliminations United Company & Subsidiaries United Refining Company Guarantors Eliminations United Company & Subsidiaries Assets Current: Cash and cash equivalents $ 132,450 $ 13,809 $ — $ 146,259 $ 79,356 $ 19,681 $ — $ 99,037 Accounts receivable, net 42,812 31,889 — 74,701 51,452 40,939 — 92,391 Refundable income taxes 10,912 — — 10,912 6,000 — — 6,000 Inventories, net 160,013 28,987 — 189,000 122,161 29,311 — 151,472 Prepaid income taxes — — — — 16,918 (3,244 ) — 13,674 Prepaid expenses and other assets 16,981 5,029 — 22,010 62,889 4,279 — 67,168 Intercompany 117,556 (6,386 ) (111,170 ) — 127,105 1,116 (128,221 ) — Total current assets 480,724 73,328 (111,170 ) 442,882 465,881 92,082 (128,221 ) 429,742 Property, plant and equipment, net 208,634 123,945 — 332,579 199,703 117,816 — 317,519 Deferred financing costs, net 2,654 — — 2,654 3,575 — — 3,575 Goodwill and other non-amortizable assets — 11,849 — 11,849 — 11,849 — 11,849 Amortizable intangible assets, net — 901 — 901 — 951 — 951 Deferred integrity and replacement costs, net 60,204 — — 60,204 64,916 — — 64,916 Deferred turnaround costs & other assets 29,057 5,057 — 34,114 39,302 2,610 — 41,912 Investment in subsidiaries 44,706 — (44,706 ) — 35,811 — (35,811 ) — $ 825,979 $ 215,080 $ (155,876 ) $ 885,183 $ 809,188 $ 225,308 $ (164,032 ) $ 870,464 Liabilities and Stockholder’s Equity Current: Current installments of long-term debt $ 500 $ 1,000 $ — $ 1,500 $ 519 $ 1,032 $ — $ 1,551 Accounts payable 22,902 20,863 — 43,765 64,965 26,916 — 91,881 Accrued liabilities 15,356 6,685 — 22,041 12,315 6,376 — 18,691 Income taxes payable 3,881 3,765 — 7,646 — — — — Sales, use and fuel taxes payable 18,900 4,851 — 23,751 16,037 4,513 — 20,550 Deferred income taxes 3,770 (960 ) — 2,810 3,770 (960 ) — 2,810 Amounts due to affiliated companies, net — 359 — 359 — 1,521 — 1,521 Intercompany — 111,170 (111,170 ) — — 128,221 (128,221 ) — Total current liabilities 65,309 147,733 (111,170 ) 101,872 97,606 167,619 (128,221 ) 137,004 Long term debt: less current installments 233,716 4,270 — 237,986 232,946 5,028 — 237,974 Deferred income taxes 50,023 17,011 — 67,034 28,816 15,324 — 44,140 Deferred retirement benefits 61,503 1,360 — 62,863 65,595 1,526 — 67,121 Total liabilities 410,551 170,374 (111,170 ) 469,755 424,963 189,497 (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 ) — — 18 (18 ) — Series A Preferred stock; $1,000 par value per share – shares authorized 25,000; issued and outstanding 14,116 14,116 — — 14,116 14,116 — — 14,116 Additional paid-in capital 156,810 16,626 (16,626 ) 156,810 156,810 16,626 (16,626 ) 156,810 Retained earnings 254,809 28,987 (28,987 ) 254,809 222,495 20,143 (20,143 ) 222,495 Accumulated other comprehensive loss (10,307 ) (925 ) 925 (10,307 ) (9,196 ) (976 ) 976 (9,196 ) Total stockholder’s equity 415,428 44,706 (44,706 ) 415,428 384,225 35,811 (35,811 ) 384,225 $ 825,979 $ 215,080 $ (155,876 ) $ 885,183 $ 809,188 $ 225,308 $ (164,032 ) $ 870,464 |
Schedule of Condensed Consolidating Statements of Income | Condensed Consolidating Statements of Income (in thousands) Three Months Ended May 31, 2015 Three Months Ended May 31, 2014 United Refining Company Guarantors Eliminations United Company & Subsidiaries United Refining Company Guarantors Eliminations United Net sales $ 417,018 $ 321,909 $ (136,050 ) $ 602,877 $ 588,065 $ 437,393 $ (241,189 ) $ 784,269 Costs and expenses: Costs of goods sold (exclusive of depreciation and amortization) 336,576 285,380 (136,050 ) 485,906 566,498 397,018 (241,189 ) 722,327 Selling, general and administrative expenses 6,006 36,067 — 42,073 6,201 35,741 — 41,942 Depreciation and amortization expenses 8,332 2,112 — 10,444 5,333 1,866 — 7,199 350,914 323,559 (136,050 ) 538,423 578,032 434,625 (241,189 ) 771,468 Operating income (loss) 66,104 (1,650 ) — 64,454 10,033 2,768 — 12,801 Other income (expense): Interest expense, net (6,403 ) (236 ) — (6,639 ) (6,347 ) (250 ) — (6,597 ) Other, net (586 ) (321 ) — (907 ) (818 ) (87 ) — (905 ) Equity in net (loss) income of subsidiaries (1,070 ) — 1,070 — 1,283 — (1,283 ) — (8,059 ) (557 ) 1,070 (7,546 ) (5,882 ) (337 ) (1,283 ) (7,502 ) Income (loss) before income tax expense (benefit) 58,045 (2,207 ) 1,070 56,908 4,151 2,431 (1,283 ) 5,299 Income tax expense (benefit) 23,338 (1,137 ) — 22,201 919 1,148 — 2,067 Net income (loss) $ 34,707 $ (1,070 ) $ 1,070 $ 34,707 $ 3,232 $ 1,283 $ (1,283 ) $ 3,232 Nine Months Ended May 31, 2015 Nine Months Ended May 31, 2014 United Refining Company Guarantors Eliminations United Company & Subsidiaries United Refining Company Guarantors Eliminations United Net sales $ 1,441,403 $ 1,002,092 $ (435,017 ) $ 2,008,478 $ 1,864,606 $ 1,246,280 $ (661,183 ) $ 2,449,703 Costs and expenses: Costs of goods sold (exclusive of depreciation and amortization) 1,301,330 875,390 (435,017 ) 1,741,703 1,707,098 1,137,538 (661,183 ) 2,183,453 Selling, general and administrative expenses 18,759 105,310 — 124,069 19,205 105,664 — 124,869 Depreciation and amortization expenses 25,108 6,213 — 31,321 15,812 5,517 — 21,329 1,345,197 986,913 (435,017 ) 1,897,093 1,742,115 1,248,719 (661,183 ) 2,329,651 Operating income (loss) 96,206 15,179 — 111,385 122,491 (2,439 ) — 120,052 Other income (expense): Interest expense, net (19,218 ) (711 ) — (19,929 ) (18,976 ) (724 ) — (19,700 ) Other, net (3,103 ) 39 — (3,064 ) (2,538 ) 236 — (2,302 ) Equity in net income (loss) of subsidiaries 8,844 — (8,844 ) — (1,793 ) — 1,793 — (13,477 ) (672 ) (8,844 ) (22,993 ) (23,307 ) (488 ) 1,793 (22,002 ) Income (loss) before income tax expense (benefit) 82,729 14,507 (8,844 ) 88,392 99,184 (2,927 ) 1,793 98,050 Income tax expense (benefit) 28,805 5,663 — 34,468 39,369 (1,134 ) — 38,235 Net income (loss) $ 53,924 $ 8,844 $ (8,844 ) $ 53,924 $ 59,815 $ (1,793 ) $ 1,793 $ 59,815 |
Schedule of Condensed Consolidating Statements of Cash Flows | Condensed Consolidating Statements of Cash Flows (in thousands) Nine Months Ended May 31, 2015 Nine Months Ended May 31, 2014 United Guarantors Eliminations United United Guarantors Eliminations United Net cash provided by (used in) operating activities $ 123,127 $ 10,193 $ — $ 133,320 $ (16,866 ) $ 11,016 $ — $ (5,850 ) Cash flows from investing activities: Additions to property, plant and equipment (18,656 ) (12,546 ) — (31,202 ) (25,150 ) (11,458 ) — (36,608 ) Additions to amortizable intangible assets — (100 ) — (100 ) — — — — Additions to deferred turnaround costs (687 ) (2,631 ) — (3,318 ) (32,028 ) (191 ) — (32,219 ) Additions to deferred integrity and replacement costs (28,630 ) — — (28,630 ) — — — — Proceeds from asset dispositions 5 2 — 7 56 2 — 58 Net cash used in investing activities (47,968 ) (15,275 ) — (63,243 ) (57,122 ) (11,647 ) — (68,769 ) Cash flows from financing activities: Dividends to preferred shareholder and common stockholder (21,610 ) — — (21,610 ) (35,218 ) — — (35,218 ) Proceeds from issuance of long-term debt — — — — — 1,426 — 1,426 Principal reductions of long-term debt (455 ) (790 ) — (1,245 ) (706 ) (794 ) — (1,500 ) Distribution to parent under the tax sharing agreement — — — — (2,593 ) — — (2,593 ) Net cash (used in) provided by financing activities (22,065 ) (790 ) — (22,855 ) (38,517 ) 632 — (37,885 ) Net increase (decrease) in cash and cash equivalents 53,094 (5,872 ) — 47,222 (112,505 ) 1 — (112,504 ) Cash and cash equivalents, beginning of year 79,356 19,681 — 99,037 141,386 17,151 — 158,537 Cash and cash equivalents, end of period $ 132,450 $ 13,809 $ — $ 146,259 $ 28,881 $ 17,152 $ — $ 46,033 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
May. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Pension and Other Post-Retirement Benefit Cost | For the periods ended May 31, 2015 and 2014, net pension and other postretirement benefit costs were comprised of the following: Pension Benefits Three Months Nine Months Ended 2015 2014 2015 2014 (in thousands) Service cost $ 157 $ 149 $ 470 $ 447 Interest cost on benefit obligation 1,213 1,312 3,638 3,934 Expected return on plan assets (1,588 ) (1,404 ) (4,763 ) (4,210 ) Amortization and deferral of net loss 180 175 541 526 Net periodic benefit cost $ (38 ) $ 232 $ (114 ) $ 697 Other Post-Retirement Benefits Three Months Nine Months Ended 2015 2014 2015 2014 (in thousands) Service cost $ (151 ) $ 194 $ (453 ) $ 581 Interest cost on benefit obligation (413 ) 518 (1,239 ) 1,554 Amortization and deferral of net loss 786 (465 ) 2,358 (1,395 ) Net periodic benefit cost $ 222 $ 247 $ 666 $ 740 |
Description of Business and B19
Description of Business and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
May. 31, 2015Segment | |
Accounting Policies [Abstract] | |
Number of business segments | 2 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | May. 31, 2015 | Aug. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Crude Oil | $ 33,879 | $ 36,667 |
Petroleum Products | 100,287 | 63,252 |
Total @ LIFO | 134,166 | 99,919 |
Merchandise | 24,159 | 23,983 |
Supplies | 30,675 | 27,570 |
Total @ FIFO | 54,834 | 51,553 |
Total Inventory | $ 189,000 | $ 151,472 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Replacement cost of LIFO, over LIFO carrying values | $ 109,711,000 | |
Replacement cost of LIFO, under LIFO carrying values | $ 1,923,000 |
Segments of Business - Summariz
Segments of Business - Summarized Financial Information of Company's Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | Aug. 31, 2014 | |
Net Sales | |||||
Sales, Net | $ 602,877 | $ 784,269 | $ 2,008,478 | $ 2,449,703 | |
Operating Income (Loss) | |||||
Operating income | 64,454 | 12,801 | 111,385 | 120,052 | |
Depreciation and Amortization | |||||
Depreciation and Amortization | 10,444 | 7,199 | 31,321 | 21,329 | |
Total Assets | |||||
Assets, Total | 885,183 | 885,183 | $ 870,464 | ||
Operating Segments [Member] | Retail [Member] | |||||
Net Sales | |||||
Sales, Net | 320,740 | 436,564 | 998,562 | 1,243,048 | |
Operating Income (Loss) | |||||
Operating income | (1,249) | 3,238 | 16,550 | (1,292) | |
Depreciation and Amortization | |||||
Depreciation and Amortization | 1,821 | 1,610 | 5,377 | 4,749 | |
Total Assets | |||||
Assets, Total | 177,243 | 177,243 | 186,277 | ||
Operating Segments [Member] | Wholesale [Member] | |||||
Net Sales | |||||
Sales, Net | 282,137 | 347,705 | 1,009,916 | 1,206,655 | |
Operating Income (Loss) | |||||
Operating income | 65,703 | 9,563 | 94,835 | 121,344 | |
Depreciation and Amortization | |||||
Depreciation and Amortization | 8,623 | 5,589 | 25,944 | 16,580 | |
Total Assets | |||||
Assets, Total | 707,940 | 707,940 | $ 684,187 | ||
Intersegment Eliminations [Member] | Wholesale [Member] | |||||
Intersegment Sales | |||||
Intersegment Sales | $ 134,881 | $ 240,360 | $ 431,487 | $ 657,951 |
Subsidiary Guarantors - Additio
Subsidiary Guarantors - Additional Information (Detail) | May. 31, 2015 |
Senior Notes [Member] | 10.50% Senior Secured Notes [Member] | |
Guarantor Obligations [Line Items] | |
Senior Secured Notes, interest rate | 10.50% |
Subsidiary Guarantors - Schedul
Subsidiary Guarantors - Schedule of Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | May. 31, 2015 | Aug. 31, 2014 | May. 31, 2014 | Aug. 31, 2013 |
Current: | ||||
Cash and cash equivalents | $ 146,259 | $ 99,037 | $ 46,033 | $ 158,537 |
Accounts receivable, net | 74,701 | 92,391 | ||
Refundable income taxes | 10,912 | 6,000 | ||
Inventories, net | 189,000 | 151,472 | ||
Prepaid income taxes | 13,674 | |||
Prepaid expenses and other assets | 22,010 | 67,168 | ||
Total current assets | 442,882 | 429,742 | ||
Property, plant and equipment, net | 332,579 | 317,519 | ||
Deferred financing costs, net | 2,654 | 3,575 | ||
Goodwill and other non-amortizable assets | 11,849 | 11,849 | ||
Amortizable intangible assets, net | 901 | 951 | ||
Deferred integrity and replacement costs, net | 60,204 | 64,916 | ||
Deferred turnaround costs & other assets | 34,114 | 41,912 | ||
Total assets | 885,183 | 870,464 | ||
Current: | ||||
Current installments of long-term debt | 1,500 | 1,551 | ||
Accounts payable | 43,765 | 91,881 | ||
Accrued liabilities | 22,041 | 18,691 | ||
Income taxes payable | 7,646 | |||
Sales, use and fuel taxes payable | 23,751 | 20,550 | ||
Deferred income taxes | 2,810 | 2,810 | ||
Amounts due to affiliated companies, net | 359 | 1,521 | ||
Total current liabilities | 101,872 | 137,004 | ||
Long term debt: less current installments | 237,986 | 237,974 | ||
Deferred income taxes | 67,034 | 44,140 | ||
Deferred retirement benefits | 62,863 | 67,121 | ||
Total liabilities | $ 469,755 | $ 486,239 | ||
Commitment and contingencies | ||||
Stockholder's equity | ||||
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100 | $ 0 | $ 0 | ||
Additional paid-in capital | 156,810 | 156,810 | ||
Retained earnings | 254,809 | 222,495 | ||
Accumulated other comprehensive loss | (10,307) | (9,196) | ||
Total stockholder's equity | 415,428 | 384,225 | ||
Total liabilities and stockholder's equity | 885,183 | 870,464 | ||
United Refining Company [Member] | ||||
Current: | ||||
Cash and cash equivalents | 132,450 | 79,356 | 28,881 | 141,386 |
Accounts receivable, net | 42,812 | 51,452 | ||
Refundable income taxes | 10,912 | 6,000 | ||
Inventories, net | 160,013 | 122,161 | ||
Prepaid income taxes | 16,918 | |||
Prepaid expenses and other assets | 16,981 | 62,889 | ||
Intercompany | 117,556 | 127,105 | ||
Total current assets | 480,724 | 465,881 | ||
Property, plant and equipment, net | 208,634 | 199,703 | ||
Deferred financing costs, net | 2,654 | 3,575 | ||
Deferred integrity and replacement costs, net | 60,204 | 64,916 | ||
Deferred turnaround costs & other assets | 29,057 | 39,302 | ||
Investment in subsidiaries | 44,706 | 35,811 | ||
Total assets | 825,979 | 809,188 | ||
Current: | ||||
Current installments of long-term debt | 500 | 519 | ||
Accounts payable | 22,902 | 64,965 | ||
Accrued liabilities | 15,356 | 12,315 | ||
Income taxes payable | 3,881 | |||
Sales, use and fuel taxes payable | 18,900 | 16,037 | ||
Deferred income taxes | 3,770 | 3,770 | ||
Total current liabilities | 65,309 | 97,606 | ||
Long term debt: less current installments | 233,716 | 232,946 | ||
Deferred income taxes | 50,023 | 28,816 | ||
Deferred retirement benefits | 61,503 | 65,595 | ||
Total liabilities | $ 410,551 | $ 424,963 | ||
Commitment and contingencies | ||||
Stockholder's equity | ||||
Additional paid-in capital | $ 156,810 | $ 156,810 | ||
Retained earnings | 254,809 | 222,495 | ||
Accumulated other comprehensive loss | (10,307) | (9,196) | ||
Total stockholder's equity | 415,428 | 384,225 | ||
Total liabilities and stockholder's equity | 825,979 | 809,188 | ||
Guarantors [Member] | ||||
Current: | ||||
Cash and cash equivalents | 13,809 | 19,681 | $ 17,152 | $ 17,151 |
Accounts receivable, net | 31,889 | 40,939 | ||
Inventories, net | 28,987 | 29,311 | ||
Prepaid income taxes | (3,244) | |||
Prepaid expenses and other assets | 5,029 | 4,279 | ||
Intercompany | (6,386) | 1,116 | ||
Total current assets | 73,328 | 92,082 | ||
Property, plant and equipment, net | 123,945 | 117,816 | ||
Goodwill and other non-amortizable assets | 11,849 | 11,849 | ||
Amortizable intangible assets, net | 901 | 951 | ||
Deferred turnaround costs & other assets | 5,057 | 2,610 | ||
Total assets | 215,080 | 225,308 | ||
Current: | ||||
Current installments of long-term debt | 1,000 | 1,032 | ||
Accounts payable | 20,863 | 26,916 | ||
Accrued liabilities | 6,685 | 6,376 | ||
Income taxes payable | 3,765 | |||
Sales, use and fuel taxes payable | 4,851 | 4,513 | ||
Deferred income taxes | (960) | (960) | ||
Amounts due to affiliated companies, net | 359 | 1,521 | ||
Intercompany | 111,170 | 128,221 | ||
Total current liabilities | 147,733 | 167,619 | ||
Long term debt: less current installments | 4,270 | 5,028 | ||
Deferred income taxes | 17,011 | 15,324 | ||
Deferred retirement benefits | 1,360 | 1,526 | ||
Total liabilities | $ 170,374 | $ 189,497 | ||
Commitment and contingencies | ||||
Stockholder's equity | ||||
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100 | $ 18 | $ 18 | ||
Additional paid-in capital | 16,626 | 16,626 | ||
Retained earnings | 28,987 | 20,143 | ||
Accumulated other comprehensive loss | (925) | (976) | ||
Total stockholder's equity | 44,706 | 35,811 | ||
Total liabilities and stockholder's equity | 215,080 | 225,308 | ||
Series A Preferred Stock [Member] | ||||
Stockholder's equity | ||||
Series A Preferred stock; $1,000 par value per share - shares authorized 25,000; issued and outstanding 14,116 | 14,116 | 14,116 | ||
Series A Preferred Stock [Member] | United Refining Company [Member] | ||||
Stockholder's equity | ||||
Series A Preferred stock; $1,000 par value per share - shares authorized 25,000; issued and outstanding 14,116 | 14,116 | 14,116 | ||
Eliminations [Member] | ||||
Current: | ||||
Intercompany | (111,170) | (128,221) | ||
Total current assets | (111,170) | (128,221) | ||
Investment in subsidiaries | (44,706) | (35,811) | ||
Total assets | (155,876) | (164,032) | ||
Current: | ||||
Intercompany | (111,170) | (128,221) | ||
Total current liabilities | (111,170) | (128,221) | ||
Total liabilities | $ (111,170) | $ (128,221) | ||
Commitment and contingencies | ||||
Stockholder's equity | ||||
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100 | $ (18) | $ (18) | ||
Additional paid-in capital | (16,626) | (16,626) | ||
Retained earnings | (28,987) | (20,143) | ||
Accumulated other comprehensive loss | 925 | 976 | ||
Total stockholder's equity | (44,706) | (35,811) | ||
Total liabilities and stockholder's equity | $ (155,876) | $ (164,032) |
Subsidiary Guarantors - Sched25
Subsidiary Guarantors - Schedule of Condensed Consolidating Balance Sheets (Parenthetical) (Detail) - $ / shares | May. 31, 2015 | Aug. 31, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||
Common stock, par value per share | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 100 | 100 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Series A Preferred Stock [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Preferred stock, par value per share | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 25,000 | 25,000 |
Preferred stock, shares issued | 14,116 | 14,116 |
Preferred stock, shares outstanding | 14,116 | 14,116 |
Subsidiary Guarantors - Sched26
Subsidiary Guarantors - Schedule of Condensed Consolidating Statements of Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | $ 602,877 | $ 784,269 | $ 2,008,478 | $ 2,449,703 |
Costs and expenses: | ||||
Costs of goods sold (exclusive of depreciation and amortization) | 485,906 | 722,327 | 1,741,703 | 2,183,453 |
Selling, general and administrative expenses | 42,073 | 41,942 | 124,069 | 124,869 |
Depreciation and amortization expenses | 10,444 | 7,199 | 31,321 | 21,329 |
Total expenses | 538,423 | 771,468 | 1,897,093 | 2,329,651 |
Operating income (loss) | 64,454 | 12,801 | 111,385 | 120,052 |
Other income (expense): | ||||
Interest expense, net | (6,639) | (6,597) | (19,929) | (19,700) |
Other, net | (907) | (905) | (3,064) | (2,302) |
Total other income (expense) | (7,546) | (7,502) | (22,993) | (22,002) |
Income (loss) before income tax expense (benefit) | 56,908 | 5,299 | 88,392 | 98,050 |
Income tax expense (benefit) | 22,201 | 2,067 | 34,468 | 38,235 |
Net income (loss) | 34,707 | 3,232 | 53,924 | 59,815 |
United Refining Company [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 417,018 | 588,065 | 1,441,403 | 1,864,606 |
Costs and expenses: | ||||
Costs of goods sold (exclusive of depreciation and amortization) | 336,576 | 566,498 | 1,301,330 | 1,707,098 |
Selling, general and administrative expenses | 6,006 | 6,201 | 18,759 | 19,205 |
Depreciation and amortization expenses | 8,332 | 5,333 | 25,108 | 15,812 |
Total expenses | 350,914 | 578,032 | 1,345,197 | 1,742,115 |
Operating income (loss) | 66,104 | 10,033 | 96,206 | 122,491 |
Other income (expense): | ||||
Interest expense, net | (6,403) | (6,347) | (19,218) | (18,976) |
Other, net | (586) | (818) | (3,103) | (2,538) |
Equity in net (loss) income of subsidiaries | (1,070) | 1,283 | 8,844 | (1,793) |
Total other income (expense) | (8,059) | (5,882) | (13,477) | (23,307) |
Income (loss) before income tax expense (benefit) | 58,045 | 4,151 | 82,729 | 99,184 |
Income tax expense (benefit) | 23,338 | 919 | 28,805 | 39,369 |
Net income (loss) | 34,707 | 3,232 | 53,924 | 59,815 |
Guarantors [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 321,909 | 437,393 | 1,002,092 | 1,246,280 |
Costs and expenses: | ||||
Costs of goods sold (exclusive of depreciation and amortization) | 285,380 | 397,018 | 875,390 | 1,137,538 |
Selling, general and administrative expenses | 36,067 | 35,741 | 105,310 | 105,664 |
Depreciation and amortization expenses | 2,112 | 1,866 | 6,213 | 5,517 |
Total expenses | 323,559 | 434,625 | 986,913 | 1,248,719 |
Operating income (loss) | (1,650) | 2,768 | 15,179 | (2,439) |
Other income (expense): | ||||
Interest expense, net | (236) | (250) | (711) | (724) |
Other, net | (321) | (87) | 39 | 236 |
Total other income (expense) | (557) | (337) | (672) | (488) |
Income (loss) before income tax expense (benefit) | (2,207) | 2,431 | 14,507 | (2,927) |
Income tax expense (benefit) | (1,137) | 1,148 | 5,663 | (1,134) |
Net income (loss) | (1,070) | 1,283 | 8,844 | (1,793) |
Eliminations [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | (136,050) | (241,189) | (435,017) | (661,183) |
Costs and expenses: | ||||
Costs of goods sold (exclusive of depreciation and amortization) | (136,050) | (241,189) | (435,017) | (661,183) |
Total expenses | (136,050) | (241,189) | (435,017) | (661,183) |
Other income (expense): | ||||
Equity in net (loss) income of subsidiaries | 1,070 | (1,283) | (8,844) | 1,793 |
Total other income (expense) | 1,070 | (1,283) | (8,844) | 1,793 |
Income (loss) before income tax expense (benefit) | 1,070 | (1,283) | (8,844) | 1,793 |
Net income (loss) | $ 1,070 | $ (1,283) | $ (8,844) | $ 1,793 |
Subsidiary Guarantors - Sched27
Subsidiary Guarantors - Schedule of Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | $ 133,320 | $ (5,850) |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (31,202) | (36,608) |
Additions to amortizable intangible assets | (100) | |
Additions to deferred turnaround costs | (3,318) | (32,219) |
Additions to deferred integrity and replacement costs | (28,630) | |
Proceeds from asset dispositions | 7 | 58 |
Net cash used in investing activities | (63,243) | (68,769) |
Cash flows from financing activities: | ||
Dividends to preferred shareholder and common stockholder | (21,610) | (35,218) |
Proceeds from issuance of long-term debt | 1,426 | |
Principal reductions of long-term debt | (1,245) | (1,500) |
Distribution to parent under the tax sharing agreement | (2,593) | |
Net cash (used in) provided by financing activities | (22,855) | (37,885) |
Net increase (decrease) in cash and cash equivalents | 47,222 | (112,504) |
Cash and cash equivalents, beginning of year | 99,037 | 158,537 |
Cash and cash equivalents, end of period | 146,259 | 46,033 |
United Refining Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 123,127 | (16,866) |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (18,656) | (25,150) |
Additions to deferred turnaround costs | (687) | (32,028) |
Additions to deferred integrity and replacement costs | (28,630) | |
Proceeds from asset dispositions | 5 | 56 |
Net cash used in investing activities | (47,968) | (57,122) |
Cash flows from financing activities: | ||
Dividends to preferred shareholder and common stockholder | (21,610) | (35,218) |
Principal reductions of long-term debt | (455) | (706) |
Distribution to parent under the tax sharing agreement | (2,593) | |
Net cash (used in) provided by financing activities | (22,065) | (38,517) |
Net increase (decrease) in cash and cash equivalents | 53,094 | (112,505) |
Cash and cash equivalents, beginning of year | 79,356 | 141,386 |
Cash and cash equivalents, end of period | 132,450 | 28,881 |
Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 10,193 | 11,016 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (12,546) | (11,458) |
Additions to amortizable intangible assets | (100) | |
Additions to deferred turnaround costs | (2,631) | (191) |
Proceeds from asset dispositions | 2 | 2 |
Net cash used in investing activities | (15,275) | (11,647) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 1,426 | |
Principal reductions of long-term debt | (790) | (794) |
Net cash (used in) provided by financing activities | (790) | 632 |
Net increase (decrease) in cash and cash equivalents | (5,872) | 1 |
Cash and cash equivalents, beginning of year | 19,681 | 17,151 |
Cash and cash equivalents, end of period | $ 13,809 | $ 17,152 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Pension and Other Post-Retirement Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 157 | $ 149 | $ 470 | $ 447 |
Interest cost on benefit obligation | 1,213 | 1,312 | 3,638 | 3,934 |
Expected return on plan assets | (1,588) | (1,404) | (4,763) | (4,210) |
Amortization and deferral of net loss | 180 | 175 | 541 | 526 |
Net periodic benefit cost | (38) | 232 | (114) | 697 |
Other Post-Retirement Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | (151) | 194 | (453) | 581 |
Interest cost on benefit obligation | (413) | 518 | (1,239) | 1,554 |
Amortization and deferral of net loss | 786 | (465) | 2,358 | (1,395) |
Net periodic benefit cost | $ 222 | $ 247 | $ 666 | $ 740 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) $ in Thousands | 9 Months Ended |
May. 31, 2015USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Defined pension plan contributions | $ 3,257 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | May. 31, 2015 | Aug. 31, 2014 |
Debt Instrument Fair Value Carrying Value [Abstract] | ||
Fair value of long term debt | $ 12,514 | $ 28,041 |
Put and Call Option Agreement -
Put and Call Option Agreement - Additional Information (Detail) | Apr. 08, 2015USD ($)mi | Aug. 31, 2014USD ($) |
Put and Call Option Agreement [Line Items] | ||
Miles of pipeline | mi | 88.85 | |
Carrier's put option terms | The Carrier’s Put Option is exercisable beginning on the date that is the earlier of (a) January 1, 2026 and (b) the date that is 30 days after the latest of (i) the date on which the Carriers give notice that the Line 10 replacement work performed pursuant to the Letter Agreement is sufficiently completed (as contemplated in the Call and Put Agreement) and (ii) the ninth (9th) anniversary of the Execution Date (the “Put Option Commencement Date”). | |
Integrity costs | $ 36,000,000 | |
Initial payment percentage of replacement cost | 50.00% | |
Initial payment period of replacement cost | 30 days | |
Percentage of construction management fees paid | 2.25% | |
Remaining payment percentage of replacement cost | 50.00% | |
Funding period of remaining replacement cost | 10 years | |
Put Option termination terms | The Put Option terminates on the date that is 24 months after either (a) the Put Option Commencement Date if such date is the first of a month or (b) the first day of the calendar month immediately following the Put Option Commencement Date if it is not the first day of the month (the “Put/Call Option Expiry Date”). | |
Percentage increase in fixed annual fees | 2.00% | |
Maximum [Member] | ||
Put and Call Option Agreement [Line Items] | ||
Construction expenses maximum limit not requiring approval | $ 38,500,000 | |
Purchase Price [Member] | ||
Put and Call Option Agreement [Line Items] | ||
Percentage book value of assets | 70.00% | |
Percentage of replacement costs | 100.00% | |
Percentage of regulatory costs | 100.00% |