Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2017 | Jul. 14, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | May 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
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, 2017 | Aug. 31, 2016 |
Current: | ||
Cash and cash equivalents | $ 43,771 | $ 48,361 |
Short-term investments | 10,254 | 10,156 |
Accounts receivable, net | 79,093 | 71,504 |
Refundable income taxes | 1,584 | 3,343 |
Inventories, net | 202,122 | 167,062 |
Prepaid income taxes | 13,423 | 4,018 |
Prepaid expenses and other assets | 16,889 | 22,092 |
Amounts due from affiliated companies | 3,255 | |
Total current assets | 370,391 | 326,536 |
Property, plant and equipment, net | 408,741 | 403,631 |
Goodwill | 1,349 | 1,349 |
Trade name | 10,500 | 10,500 |
Amortizable intangible assets, net | 712 | 807 |
Deferred integrity and replacement costs, net | 105,473 | 112,892 |
Deferred turnaround costs and other assets, net | 14,079 | 18,852 |
Total assets | 911,245 | 874,567 |
Current: | ||
Current installments of long-term debt | 29,828 | 28,029 |
Accounts payable | 47,714 | 61,832 |
Accrued liabilities | 19,624 | 21,307 |
Sales, use and fuel taxes payable | 24,273 | 21,649 |
Amounts due to affiliated companies | 122 | 729 |
Total current liabilities | 121,561 | 133,546 |
Revolving credit facility | 30,000 | |
Long-term debt, less current installments | 290,952 | 254,498 |
Deferred income taxes | 48,333 | 48,173 |
Deferred retirement benefits | 90,732 | 94,786 |
Total liabilities | 581,578 | 531,003 |
Commitments and contingencies | ||
Stockholder's equity: | ||
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100 | 0 | 0 |
Series A 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 | 157,316 | 157,316 |
Retained earnings | 195,096 | 208,495 |
Accumulated other comprehensive loss | (36,861) | (36,363) |
Total stockholder's equity | 329,667 | 343,564 |
Total liabilities and stockholder's equity | $ 911,245 | $ 874,567 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2017 | Aug. 31, 2016 |
Statement of Financial Position [Abstract] | ||
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 |
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 Oper
Consolidated Statements of Operations - (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 572,609 | $ 497,982 | $ 1,616,989 | $ 1,511,297 |
Costs and expenses: | ||||
Costs of goods sold (exclusive of depreciation and amortization) | 510,111 | 395,531 | 1,451,887 | 1,320,134 |
Selling, general and administrative expenses | 43,440 | 43,591 | 130,471 | 127,690 |
Depreciation and amortization expenses | 11,461 | 12,175 | 35,482 | 36,679 |
Total costs and expenses | 565,012 | 451,297 | 1,617,840 | 1,484,503 |
Operating income (loss) | 7,597 | 46,685 | (851) | 26,794 |
Other expense: | ||||
Interest expense, net | (3,438) | (2,718) | (9,261) | (10,705) |
Other, net | (394) | 81 | (1,072) | (2,285) |
Loss on extinguishment of debt | (19,316) | |||
Total other income(expense) | (3,832) | (2,637) | (10,333) | (32,306) |
Income (loss) before income tax expense (benefit) | 3,765 | 44,048 | (11,184) | (5,512) |
Income tax expense (benefit) | 1,286 | 16,307 | (4,137) | (2,045) |
Net income (loss) | $ 2,479 | $ 27,741 | $ (7,047) | $ (3,467) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,479 | $ 27,741 | $ (7,047) | $ (3,467) |
Other comprehensive loss, net of taxes: | ||||
Unrecognized post-retirement costs, net of taxes of $(97) and $(304) for the three months ended May 31, 2017 and 2016, respectively and $(292) and $(930) for the nine months ended May 31, 2017 and 2016, respectively | (167) | (519) | (498) | (1,539) |
Other comprehensive loss | (167) | (519) | (498) | (1,539) |
Total comprehensive income (loss) | $ 2,312 | $ 27,222 | $ (7,545) | $ (5,006) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) - (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrecognized post retirement loss, taxes | $ (97) | $ (304) | $ (292) | $ (930) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (7,047) | $ (3,467) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 35,482 | 36,679 |
Amortization of debt discount and deferred financing costs | 1,001 | 1,101 |
Deferred income taxes | 452 | 3,385 |
Noncash portion of loss on extinguishment of debt | 5,771 | |
Loss on asset dispositions | 2,976 | 840 |
Cash (used in) provided by working capital items | (62,131) | 56,947 |
Change in operating assets and liabilities: | ||
Other assets, net | 264 | 406 |
Deferred retirement benefits | (4,844) | (6,790) |
Total adjustments | (26,800) | 98,339 |
Net cash (used in) provided by operating activities | (33,847) | 94,872 |
Cash flows from investing activities: | ||
Short-term investments | (98) | |
Additions to property, plant and equipment | (26,742) | (64,389) |
Additions to amortizable assets | (60) | |
Additions to deferred turnaround costs | (2,274) | (1,362) |
Additions to deferred integrity and replacement costs | (2,902) | (66,572) |
Proceeds from asset dispositions | 373 | 246 |
Net cash used in investing activities | (31,643) | (132,137) |
Cash flows from financing activities: | ||
Net borrowings on revolving credit facility | 30,000 | |
Proceeds from issuance of long-term debt | 60,000 | 301,948 |
Principal reductions of long-term debt | (22,143) | (251,593) |
Dividends to preferred shareholder and stockholder | (6,352) | (45,416) |
Deferred financing costs | (605) | (5,793) |
Net cash provided by (used in) financing activities | 60,900 | (854) |
Net decrease in cash and cash equivalents | (4,590) | (38,119) |
Cash and cash equivalents, beginning of year | 48,361 | 117,028 |
Cash and cash equivalents, end of period | 43,771 | 78,909 |
Cash (used in) provided by working capital items: | ||
Accounts receivable, net | (7,589) | 14,243 |
Refundable income taxes | 1,759 | (4,200) |
Inventories, net | (35,060) | 41,954 |
Prepaid income taxes | (9,405) | (5,147) |
Prepaid expenses and other assets | 5,203 | 8,632 |
Amounts due from/to affiliated companies | (3,862) | (2,922) |
Accounts payable | (14,118) | 14,443 |
Accrued liabilities | (1,683) | (1,696) |
Income taxes payable | (7,397) | |
Sales, use, and fuel taxes payable | 2,624 | (963) |
Total change | (62,131) | 56,947 |
Cash paid during the period for: | ||
Interest | 8,243 | 9,160 |
Income taxes | $ 3,131 | $ 11,314 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
May 31, 2017 | |
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 (“URC”) and its subsidiaries, United Refining Company of Pennsylvania and its subsidiaries and Kiantone Pipeline Corporation and its subsidiary (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 10-01 S-X. 10-K Recent Accounting Pronouncements In May, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 No. 2015-14 2014-09. In April 2015, the FASB issued ASU 2015-03, 2015-03 In January 2016, the FASB issued ASU No. 2016-01, 825-10): 2016-01 In February 2016, the FASB issued ASU-2016-02 right-of-use In August 2016, the FASB issued ASU 2016-15 In January 2017, the FASB issued ASU No. 2017-04, 2017-04 2017-04 In March 2017, the FASB issued ASU 2017-07, 2017-07 |
Inventories
Inventories | 9 Months Ended |
May 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. Inventories Inventories are stated at the lower of cost or market (LCM), with cost being determined under the Last-in, First-out First-in, First-out Inventories consist of the following: May 31, August 31, (in thousands) Crude Oil $ 41,663 $ 44,536 Petroleum Products 100,865 65,414 Total Lower of LIFO Cost or Market 142,528 109,950 Merchandise 25,548 26,293 Supplies 34,046 30,819 Total FIFO 59,594 57,112 Total Inventory $ 202,122 $ 167,062 As of May 31, 2017 and August 31, 2016, the replacement cost of LIFO inventories exceeded their LIFO carrying values on the balance sheets by approximately $3,063,000 and $4,718,000, respectively, which includes the LCM inventory write-down of $0 and $13,052,000, respectively, and a LIFO (decrease) increase of $(3,063,000) and $8,334,000, respectively. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 3. Long-Term Debt Amended, Restated and Consolidated Revolving Credit, Term Loan and Security Agreement On October 20, 2015 (the “Closing Date”), URC, United Refining Company of Pennsylvania, Kiantone Pipeline Corporation (“Kiantone”), United Refining Company of New York Inc., United Biofuels, Inc., Country Fair, Inc. and Kwik-Fill Corporation (collectively, the “Borrowers”) entered into an Amended, Restated and Consolidated Revolving Credit, Term Loan and Security Agreement (“Credit Agreement”) with a group of lenders led by PNC Bank, National Association, as Administrative Agent (the “Agent”), and PNC Capital Markets LLC, as Sole Lead Arranger and Bookrunner. The Credit Agreement amends and restates the Amended and Restated Credit Agreement, dated May 18, 2011 and last amended June 18, 2013, by and between the Company and certain subsidiaries and PNC Bank, National Association, as Administrative Agent (the “Existing Credit Facility”). The Credit Agreement will terminate on October 19, 2020 (the “Expiration Date”). Until the Expiration Date, the Company may borrow on the New Revolving Credit Facility (as defined below) on a borrowing base formula set forth in the Credit Agreement. Pursuant to the Credit Agreement, the Company increased its existing senior secured revolving credit facility from $175,000,000 to $225,000,000. The New Revolving Credit Facility may be increased by an amount not to exceed $50,000,000 without additional approval from the lenders named in the Credit Agreement if existing lenders agree to increase their commitments or additional lenders commit to fund such increase. Interest under the New Revolving Credit Facility is calculated as follows: (a) for domestic base rate borrowings, at (i) the greater of the Agent’s prime rate, federal funds rate plus .5% or the daily LIBOR rate plus 1%, plus (ii) an applicable margin of 1.25% to 1.75%, and (b) for euro-rate borrowings, at the LIBOR rate plus an applicable margin of 2.25% to 2.75%. The applicable margin will vary depending on a formula calculating the Company’s average unused availability under the facility. As of May 31, 2017 the borrowings under the facility consisted of $30,000,000 of domestic base rate borrowings at 5.25%. Letters of credit totaling $7,400,000 and $8,753,000 were outstanding at May 31, 2017 and August 31, 2016, respectively. In addition, pursuant to the Credit Agreement, the Company entered into a term loan in the amount of $250,000,000, which was made in a single drawing on the Closing Date (“Term Loan” and, together with the New Revolving Credit Facility, the “Credit Obligations”). Under the Term Loan, interest is calculated as follows: (a) for domestic rate borrowings, at (i) the greater of the Agent’s prime rate, federal funds rate plus .5% or the daily LIBOR rate plus 1%, plus (ii) an applicable margin of 1.75% to 2.25%, and (b) for euro-rate borrowings, at the LIBOR rate plus an applicable margin of 2.75% to 3.25%. The applicable margin will vary depending on a formula calculating the Company’s average unused availability under the facility. The Term Loan is prepayable in whole or in part at any time without premium or penalty. The Term Loan shall be paid in full on or prior to the Expiration Date and shall be paid in equal quarterly amounts based on a ten-year The Credit Obligations are secured by a first priority security interest in certain cash accounts, accounts receivable, inventory, the refinery, including a related tank farm, and the capital stock of Kiantone. At such time as the Term Loan is repaid in full, and provided no event of default exists, the security interest in the refinery and the equity interest in Kiantone shall be released. The Credit Agreement requires minimum undrawn availability of $15,000,000 at all times prior to the repayment of the Term Loan and the greater of 12.5% of the maximum New Revolving Credit Facility or $25,000,000 after the repayment of the Term Loan. The Company is also required to maintain a consolidated net worth of no less than $100,000,000. The Credit Agreement includes customary mandatory prepayment provisions, including dispositions in connection with non-ordinary non-ordinary The proceeds of the Credit Agreement were used to (i) repay and satisfy in full those certain 10.500% senior secured notes due 2018 (the “Senior Secured Notes due 2018”), (ii) provide for the Company’s general corporate needs, including working capital requirements and capital expenditures and (iii) pay the fees and expenses associated with the Credit Agreement. In connection with the redemption of all its Senior Secured Notes due 2018, the Company recorded a loss of $19,316,000 on the early extinguishment of debt consisting of a redemption premium of $7,009,000, a consent payment of $6,536,000, a write-off write-off Term Loan – due 2022 On December 9, 2015, United Refining Company of New York Inc. (as Borrower) and United Refining Company of Pennsylvania (as Fee Owner), entered into a Loan Agreement with a bank, in the amount of $50,000,000 which matures on December 9, 2022. Pursuant to the Loan Agreement, interest is calculated as follows: (a) for LIBOR Loans, at either the LIBOR plus 2.50% or the Prime Rate, (b) for Reference Rate Loans, the Prime Rate and (c) for Fixed Rate Loans, at the Fixed Rate. Under the terms of the agreement, the Company will make 84 monthly principal installments of approximately $129,000 with the remaining principal balance due on December 9, 2022. The loan is secured by a first lien mortgage on certain convenience store units owned by United Refining Company of Pennsylvania and contains various covenants applicable to the Borrower, which include, among others, maintaining a debt service coverage ratio. Payments due under a master lease between URC and the Borrower are guaranteed by the Company. Proceeds of the loan were used for general corporate purposes of the Company. Term Loans – due 2023 On October 20, 2016 and December 30, 2016, Kwik-Fil, Term Loan – due 2027 On March 16, 2017, United Store Holdings, Inc. (as Borrower) and United Refining Company of Pennsylvania (as Fee Owner), entered into a loan agreement with a bank in the amount of $10,000,000 which matures on March 16, 2027. Pursuant to the loan agreement, interest is calculated as follows: (a) for Floating Rate Loans, at either the LIBOR plus 2.50% or the Prime Rate and (b) for Fixed Rate Loans, at (i) the greater of 4.25% or the Five-Year ICE Swap Rate plus 3% or (ii) the greater of 4.50% or the Seven Year ICE Swap Rate plus 3%. Under the terms of the agreement, the Company will make 120 monthly principal installments of approximately $33,000 with the remaining principal balance due on March 16, 2027. The loan is secured by a first lien mortgage on certain convenience store units owned by United Refining Company of Pennsylvania and contains various covenants applicable to the Borrower, which include, among others, maintaining a debt service coverage ratio. Payments due under a master lease between URC and the Borrower are guaranteed by the Company. Proceeds of the loan were used for general corporate purposes of the Company. A summary of long-term debt is as follows: May 31, August 31, (in thousands) Long-term debt: PNC term loan, 3.75%, due 2020 $ 212,500 $ 231,250 Term loan, 3.49%, due 2022 47,943 49,100 Term loan, 3.53% due 2023 24,500 Term loans, 3.49%, due 2023 24,500 — Term loan, 3.52% due 2027 9,933 — Other long-term debt 6,158 7,327 325,534 287,677 Less: Unamortized debt issuance costs 4,754 5,150 Current installments of long-term debt 29,828 28,029 Total long-term debt, less current installments $ 290,952 $ 254,498 |
Segments of Business
Segments of Business | 9 Months Ended |
May 31, 2017 | |
Segment Reporting [Abstract] | |
Segments of Business | 4. 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 Nine Months Ended May 31, May 31, 2017 2016 2017 2016 Net Sales Retail $ 307,443 $ 275,638 $ 880,243 $ 810,847 Wholesale 265,166 222,344 736,746 700,450 $ 572,609 $ 497,982 $ 1,616,989 $ 1,511,297 Intersegment Sales Wholesale $ 113,718 $ 99,092 $ 332,057 $ 281,762 Operating Income (Loss) Retail $ 2,760 $ (6,356 ) $ (9,392 ) $ (5,067 ) Wholesale 4,837 53,041 8,541 31,861 $ 7,597 $ 46,685 $ (851 ) $ 26,794 Depreciation and Amortization Retail $ 2,171 $ 2,132 $ 6,695 $ 6,367 Wholesale 9,290 10,043 28,787 30,312 $ 11,461 $ 12,175 $ 35,482 $ 36,679 May 31, August 31, Total Assets Retail $ 200,831 $ 191,063 Wholesale 710,414 683,504 $ 911,245 $ 874,567 |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
May 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 5. Employee Benefit Plans For the periods ended May 31, 2017 and 2016, net pension and other post-retirement benefit costs (income) were comprised of the following: Pension Benefits Three Months Ended Nine Months Ended May 31, May 31, 2017 2016 2017 2016 (in thousands) Service cost $ 143 $ 168 $ 428 $ 505 Interest cost on benefit obligation 1,001 1,356 3,004 4,068 Expected return on plan assets (1,448 ) (1,508 ) (4,344 ) (4,525 ) Amortization and deferral of net loss 427 318 1,282 953 Net periodic benefit cost $ 123 $ 334 $ 370 $ 1,001 Other Post-Retirement Benefits Three Months Ended Nine Months Ended May 31, May 31, 2017 2016 2017 2016 (in thousands) Service cost $ 137 $ 109 $ 414 $ 327 Interest cost on benefit obligation 314 386 943 1,156 Amortization and deferral of net income (689 ) (1,137 ) (2,072 ) (3,409 ) Net periodic benefit income $ (238 ) $ (642 ) $ (715 ) $ (1,926 ) As of May 31, 2017, $2,294,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2017. 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, 2017 | |
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 the long-term debt was less than its carrying value at May 31, 2017 and August 31, 2016 by $1,486,000 and $220,000, respectively. |
Enbridge Agreements
Enbridge Agreements | 9 Months Ended |
May 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Enbridge Agreements | 7. Enbridge Agreements On July 31, 2014, URC and Kiantone (together the “Company Parties”), on the one hand, and Enbridge Energy Limited Partnership (“EEPL”) and Enbridge Pipelines Inc. (“EPI” and, together with EEPL, the “Carriers”), on the other hand, entered into a letter agreement (the “Letter Agreement”) with respect 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”). Pursuant to the Letter Agreement, the Company agreed to fund certain integrity costs necessary to maintain Line 10 (the “Integrity Costs”). The Carriers actual expenses with respect to the integrity costs will be recorded against Integrity Costs paid for any subsequent year, as well as against any Replacement Costs, which are defined and discussed below. 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 2.25%. 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 (as defined and discussed below), the Company will repay the Carriers the 50% of the Replacement Costs they funded over a 10-year On April 8, 2015 (the “Execution Date”), the Company entered into the Put and Call Option Agreement with each of the Enbridge LP (the “U.S. Agreement”) and Enbridge Inc (the “Canadian Agreement”, and together with the U.S. Agreement, the “Put and Call Options Agreement”), which agreements are substantially similar. Pursuant to the Put and Call Agreement; the Company was granted a right to purchase and the Company gave the Carriers a right to put to the Company 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”). 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 Put and Call 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 Company considered whether the Put and Call Agreement should be separated from the host contract in accordance with ASC 815 embedded derivative guidance and concluded that it doesn’t meet the criteria for separation. The Company determined that the Put and Call Agreement is interdependent with the Line 10 Agreement, and therefore is not freestanding and is accounted for as part of the Line 10 Agreement. As such we concluded that there is no separate accounting impact of the Put and Call Agreement until it becomes probable that it will be exercised. As of May 31, 2017, neither the Company nor the Carriers have exercised their rights under the Put and Call Agreement. |
Description of Business and B15
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
May 31, 2017 | |
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 (“URC”) and its subsidiaries, United Refining Company of Pennsylvania and its subsidiaries and Kiantone Pipeline Corporation and its subsidiary (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 10-01 S-X. 10-K |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 No. 2015-14 2014-09. In April 2015, the FASB issued ASU 2015-03, 2015-03 In January 2016, the FASB issued ASU No. 2016-01, 825-10): 2016-01 In February 2016, the FASB issued ASU-2016-02 right-of-use In August 2016, the FASB issued ASU 2016-15 In January 2017, the FASB issued ASU No. 2017-04, 2017-04 2017-04 In March 2017, the FASB issued ASU 2017-07, 2017-07 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
May 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: May 31, August 31, (in thousands) Crude Oil $ 41,663 $ 44,536 Petroleum Products 100,865 65,414 Total Lower of LIFO Cost or Market 142,528 109,950 Merchandise 25,548 26,293 Supplies 34,046 30,819 Total FIFO 59,594 57,112 Total Inventory $ 202,122 $ 167,062 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | A summary of long-term debt is as follows: May 31, August 31, (in thousands) Long-term debt: PNC term loan, 3.75%, due 2020 $ 212,500 $ 231,250 Term loan, 3.49%, due 2022 47,943 49,100 Term loan, 3.53% due 2023 24,500 Term loans, 3.49%, due 2023 24,500 — Term loan, 3.52% due 2027 9,933 — Other long-term debt 6,158 7,327 325,534 287,677 Less: Unamortized debt issuance costs 4,754 5,150 Current installments of long-term debt 29,828 28,029 Total long-term debt, less current installments $ 290,952 $ 254,498 |
Segments of Business (Tables)
Segments of Business (Tables) | 9 Months Ended |
May 31, 2017 | |
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 Nine Months Ended May 31, May 31, 2017 2016 2017 2016 Net Sales Retail $ 307,443 $ 275,638 $ 880,243 $ 810,847 Wholesale 265,166 222,344 736,746 700,450 $ 572,609 $ 497,982 $ 1,616,989 $ 1,511,297 Intersegment Sales Wholesale $ 113,718 $ 99,092 $ 332,057 $ 281,762 Operating Income (Loss) Retail $ 2,760 $ (6,356 ) $ (9,392 ) $ (5,067 ) Wholesale 4,837 53,041 8,541 31,861 $ 7,597 $ 46,685 $ (851 ) $ 26,794 Depreciation and Amortization Retail $ 2,171 $ 2,132 $ 6,695 $ 6,367 Wholesale 9,290 10,043 28,787 30,312 $ 11,461 $ 12,175 $ 35,482 $ 36,679 May 31, August 31, Total Assets Retail $ 200,831 $ 191,063 Wholesale 710,414 683,504 $ 911,245 $ 874,567 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
May 31, 2017 | |
Retirement Benefits [Abstract] | |
Components of Net Pension and Other Post-Retirement Benefit Cost (Income) | For the periods ended May 31, 2017 and 2016, net pension and other post-retirement benefit costs (income) were comprised of the following: Pension Benefits Three Months Ended Nine Months Ended May 31, May 31, 2017 2016 2017 2016 (in thousands) Service cost $ 143 $ 168 $ 428 $ 505 Interest cost on benefit obligation 1,001 1,356 3,004 4,068 Expected return on plan assets (1,448 ) (1,508 ) (4,344 ) (4,525 ) Amortization and deferral of net loss 427 318 1,282 953 Net periodic benefit cost $ 123 $ 334 $ 370 $ 1,001 Other Post-Retirement Benefits Three Months Ended Nine Months Ended May 31, May 31, 2017 2016 2017 2016 (in thousands) Service cost $ 137 $ 109 $ 414 $ 327 Interest cost on benefit obligation 314 386 943 1,156 Amortization and deferral of net income (689 ) (1,137 ) (2,072 ) (3,409 ) Net periodic benefit income $ (238 ) $ (642 ) $ (715 ) $ (1,926 ) |
Description of Business and B20
Description of Business and Basis of Presentation - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
May 31, 2017USD ($) | May 31, 2016USD ($) | May 31, 2017USD ($)Segment | May 31, 2016USD ($) | Aug. 31, 2016USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of business segments | Segment | 2 | ||||
Deferred financing cost assets | $ 4,754,000 | $ 4,754,000 | $ 5,150,000 | ||
Increase in interest expense | 3,438,000 | $ 2,718,000 | 9,261,000 | $ 10,705,000 | |
Decrease in other expense | (394,000) | $ 81,000 | (1,072,000) | $ (2,285,000) | |
Accounting Standards Update 2015-17 [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Deferred financing cost assets | $ 5,150,000 | ||||
Increase in interest expense | 335,000 | 910,000 | |||
Decrease in other expense | $ 335,000 | $ 910,000 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | May 31, 2017 | Aug. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Crude Oil | $ 41,663 | $ 44,536 |
Petroleum Products | 100,865 | 65,414 |
Total @ Lower of LIFO Cost or Market | 142,528 | 109,950 |
Merchandise | 25,548 | 26,293 |
Supplies | 34,046 | 30,819 |
Total @ FIFO | 59,594 | 57,112 |
Total Inventory | $ 202,122 | $ 167,062 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2017 | Aug. 31, 2016 | |
Inventory Disclosure [Abstract] | ||
Replacement cost of LIFO, over LIFO carrying values | $ 4,718,000 | |
Replacement cost of LIFO, under LIFO carrying values | $ 3,063,000 | |
LCM inventory write-down | 0 | 13,052,000 |
LIFO (decrease) increase | $ (3,063,000) | $ 8,334,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Mar. 16, 2017USD ($)Installments | Oct. 20, 2016USD ($)Installments | Dec. 09, 2015USD ($)Installments | Oct. 20, 2015USD ($) | May 31, 2017USD ($) | May 31, 2016USD ($) | Aug. 31, 2016USD ($) | Oct. 19, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||
Letter of credit outstanding under credit facility agreement | $ 7,400,000 | $ 8,753,000 | ||||||
Revolving credit facility | $ 30,000,000 | |||||||
Debt instrument fixed interest rate | 5.25% | |||||||
Loss on early extinguishment of debt | $ (19,316,000) | |||||||
Senior Secured Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity under new credit agreement | $ 225,000,000 | $ 175,000,000 | ||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity under new credit agreement | $ 50,000,000 | |||||||
Revolving credit facility expiration date | Oct. 19, 2020 | |||||||
Line of credit undrawn availability required | $ 15,000,000 | |||||||
Line of credit borrowing capacity maximum percentage | 12.50% | |||||||
Line of credit facility maximum repayment amount | $ 25,000,000 | |||||||
Line of credit minimum amount required to be maintained | 100,000,000 | |||||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity under new credit agreement | $ 250,000,000 | |||||||
Debt instrument term | 10 years | |||||||
Domestic Bank Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 1.25% | |||||||
Domestic Bank Rate [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 1.75% | |||||||
Domestic Bank Rate [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 0.50% | |||||||
Domestic Bank Rate [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 1.00% | |||||||
Domestic Bank Rate [Member] | Term Loan [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 1.75% | |||||||
Domestic Bank Rate [Member] | Term Loan [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 2.25% | |||||||
Domestic Bank Rate [Member] | Term Loan [Member] | Federal Funds Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 0.50% | |||||||
Domestic Bank Rate [Member] | Term Loan [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 1.00% | |||||||
Euro Currency Rate [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 2.25% | |||||||
Euro Currency Rate [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 2.75% | |||||||
Euro Currency Rate [Member] | Term Loan [Member] | LIBOR [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 2.75% | |||||||
Euro Currency Rate [Member] | Term Loan [Member] | LIBOR [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 3.25% | |||||||
Senior Secured Notes Due 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument fixed interest rate | 10.50% | |||||||
Loss on early extinguishment of debt | $ (19,316,000) | |||||||
Redemption premium on note | 7,009,000 | |||||||
Debt instrument consent payment | 6,536,000 | |||||||
Deferred financing costs of Senior Secured Notes | 2,171,000 | |||||||
Unamortized debt discount of Senior Secured Notes | $ 3,600,000 | |||||||
Term Loan Due 2022 [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity under new credit agreement | $ 50,000,000 | |||||||
Revolving credit facility expiration date | Dec. 9, 2022 | |||||||
Debt instrument interest rate term | (a) for LIBOR Loans, at either the LIBOR plus 2.50% or the Prime Rate, (b) for Reference Rate Loans, the Prime Rate and (c) for Fixed Rate Loans, at the Fixed Rate | |||||||
Number of principal installments | Installments | 84 | |||||||
Periodic principal payment | $ 129,000 | |||||||
Debt instrument maturity date | Dec. 9, 2022 | |||||||
Term Loan Due 2022 [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 2.50% | |||||||
Term Loan Due 2023 [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity under new credit agreement | $ 50,000,000 | |||||||
Debt instrument fixed interest rate | 4.25% | |||||||
Number of principal installments | Installments | 83 | |||||||
Periodic principal payment | $ 83,000 | |||||||
Debt instrument maturity date | Oct. 20, 2023 | |||||||
Term Loan Due 2023 [Member] | Revolving Credit Facility [Member] | Kwik-Fil Inc [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate term | (a) for LIBOR Loans, at either the LIBOR plus 2.50% or the Prime Rate, (b) for Reference Rate Loans, the Prime Rate and (c) for Fixed Rate Loans, at the greater of the Fixed Rate or 4.25% per annum. | |||||||
Term Loan Due 2023 [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 2.50% | |||||||
Term Loan Due 2027 (Member) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate term | (a) for Floating Rate Loans, at either the LIBOR plus 2.50% or the Prime Rate and (b) for Fixed Rate Loans, at (i) the greater of 4.25% or the Five-Year ICE Swap Rate plus 3% or (ii) the greater of 4.50% or the Seven Year ICE Swap Rate plus 3%. | |||||||
Number of principal installments | Installments | 120 | |||||||
Periodic principal payment | $ 33,000 | |||||||
Debt instrument maturity date | Mar. 16, 2027 | |||||||
Debt instrument face amount | $ 10,000,000 | |||||||
Term Loan Due 2027 (Member) | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 2.50% | |||||||
Term Loan Due 2027 (Member) | Five Year ICE Swap Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 3.00% | |||||||
Debt instrument fixed interest rate | 4.25% | |||||||
Term Loan Due 2027 (Member) | Seven Year ICE Swap Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread | 3.00% | |||||||
Debt instrument fixed interest rate | 4.50% |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | May 31, 2017 | Aug. 31, 2016 |
Long-term debt: | ||
Long-term debt | $ 325,534 | $ 287,677 |
Less: Unamortized debt issuance costs | 4,754 | 5,150 |
Current installments of long-term debt | 29,828 | 28,029 |
Total long-term debt, less current installments | 290,952 | 254,498 |
PNC Term Loan, 3.75%, Due 2020 [Member] | ||
Long-term debt: | ||
Long-term debt | 212,500 | 231,250 |
Term Loan, 3.49%, Due 2022 [Member] | ||
Long-term debt: | ||
Long-term debt | 47,943 | 49,100 |
Term Loan, 3.53% Due 2023 [Member] | ||
Long-term debt: | ||
Long-term debt | 24,500 | |
Term Loans, 3.49%, Due 2023 [Member] | ||
Long-term debt: | ||
Long-term debt | 24,500 | |
Term Loan, 3.52% Due 2027 [Member] | ||
Long-term debt: | ||
Long-term debt | 9,933 | |
Other Long Term Debt [Member] | ||
Long-term debt: | ||
Long-term debt | $ 6,158 | $ 7,327 |
Long-Term Debt - Summary of L25
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) | 9 Months Ended |
May 31, 2017 | |
PNC Term Loan, 3.75%, Due 2020 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 3.75% |
Term loan due | 2,020 |
Term Loan, 3.49%, Due 2022 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 3.49% |
Term loan due | 2,022 |
Term Loan, 3.53% Due 2023 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 3.53% |
Term loan due | 2,023 |
Term Loans, 3.49%, Due 2023 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 3.49% |
Term loan due | 2,023 |
Term Loan, 3.52% Due 2027 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 3.52% |
Term loan due | 2,027 |
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, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | Aug. 31, 2016 | |
Net Sales | |||||
Sales, Net | $ 572,609 | $ 497,982 | $ 1,616,989 | $ 1,511,297 | |
Operating Income (Loss) | |||||
Operating Income (Loss) | 7,597 | 46,685 | (851) | 26,794 | |
Depreciation and Amortization | |||||
Depreciation and amortization | 11,461 | 12,175 | 35,482 | 36,679 | |
Total Assets | |||||
Assets, Total | 911,245 | 911,245 | $ 874,567 | ||
Operating Segments [Member] | Retail [Member] | |||||
Net Sales | |||||
Sales, Net | 307,443 | 275,638 | 880,243 | 810,847 | |
Operating Income (Loss) | |||||
Operating Income (Loss) | 2,760 | (6,356) | (9,392) | (5,067) | |
Depreciation and Amortization | |||||
Depreciation and amortization | 2,171 | 2,132 | 6,695 | 6,367 | |
Total Assets | |||||
Assets, Total | 200,831 | 200,831 | 191,063 | ||
Operating Segments [Member] | Wholesale [Member] | |||||
Net Sales | |||||
Sales, Net | 265,166 | 222,344 | 736,746 | 700,450 | |
Operating Income (Loss) | |||||
Operating Income (Loss) | 4,837 | 53,041 | 8,541 | 31,861 | |
Depreciation and Amortization | |||||
Depreciation and amortization | 9,290 | 10,043 | 28,787 | 30,312 | |
Total Assets | |||||
Assets, Total | 710,414 | 710,414 | $ 683,504 | ||
Intersegment Eliminations [Member] | Wholesale [Member] | |||||
Intersegment Sales | |||||
Intersegment Sales | $ 113,718 | $ 99,092 | $ 332,057 | $ 281,762 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Pension and Other Post-Retirement Benefit Cost (Income) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 505 | |||
Interest cost on benefit obligation | 4,068 | |||
Expected return on plan assets | (4,525) | |||
Amortization and deferral of net loss (income) | 953 | |||
Net periodic benefit cost (income) | 1,001 | |||
Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 143 | $ 168 | $ 428 | |
Interest cost on benefit obligation | 1,001 | 1,356 | 3,004 | |
Expected return on plan assets | (1,448) | (1,508) | (4,344) | |
Amortization and deferral of net loss (income) | 427 | 318 | 1,282 | |
Net periodic benefit cost (income) | 123 | 334 | 370 | |
Other Post-Retirement Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 137 | 109 | 414 | 327 |
Interest cost on benefit obligation | 314 | 386 | 943 | 1,156 |
Amortization and deferral of net loss (income) | (689) | (1,137) | (2,072) | (3,409) |
Net periodic benefit cost (income) | $ (238) | $ (642) | $ (715) | $ (1,926) |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) | 9 Months Ended |
May 31, 2017USD ($) | |
Retirement Benefits [Abstract] | |
Defined pension plan contributions | $ 2,294,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | May 31, 2017 | Aug. 31, 2016 |
Debt Instrument Fair Value Carrying Value [Abstract] | ||
Fair value of long term debt | $ 1,486,000 | $ 220,000 |
Enbridge Agreements - Additiona
Enbridge Agreements - Additional Information (Detail) - mi | Jul. 31, 2014 | May 31, 2017 |
Schedule of Investments [Abstract] | ||
Miles of pipeline | 88.85 | |
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 | |
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 Put and Call Agreement) and (ii) the ninth (9th) anniversary of the Execution Date (the "Put Option Commencement Date"). | |
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"). |