United Refining 10-Q 2010 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2009

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission File No. 001-06198

UNITED REFINING COMPANY (Exact name of registrant as specified in its charter)

Pennsylvania	25-1411751
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
15 Bradley Street
Warren, Pennsylvania	16365
(Address of principal executive office)	(Zip Code)

814-723-1500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  x (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of January 14, 2010, there were 100 shares of common stock, par value $.10 per share, of the Registrant outstanding.

TABLE OF ADDITIONAL REGISTRANTS

Name	State of Other Jurisdiction of Incorporation	IRS Employer Identification Number	Commission File Number
Kiantone Pipeline Corporation	New York	25-1211902	333-35083-01
Kiantone Pipeline Company	Pennsylvania	25-1416278	333-35083-03
United Refining Company of Pennsylvania	Pennsylvania	25-0850960	333-35083-02
United Jet Center, Inc.	Delaware	52-1623169	333-35083-06
Kwik-Fill Corporation	Pennsylvania	25-1525543	333-35083-05
Independent Gas and Oil Company of Rochester, Inc.	New York	06-1217388	333-35083-11
Bell Oil Corp.	Michigan	38-1884781	333-35083-07
PPC, Inc.	Ohio	31-0821706	333-35083-08
Super Test Petroleum, Inc.	Michigan	38-1901439	333-35083-09
Kwik-Fil, Inc.	New York	25-1525615	333-35083-04
Vulcan Asphalt Refining Corporation	Delaware	23-2486891	333-35083-10
Country Fair, Inc.	Pennsylvania	25-1149799	333-35083-12

2

FORM 10-Q – CONTENTS

		PAGE(S)
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Consolidated Balance Sheets – November 30, 2009 (unaudited) and August 31, 2009	4
	Consolidated Statements of Operations – Three Months Ended November 30, 2009 and 2008 (unaudited)	5
	Consolidated Statements of Cash Flows – Three Months Ended November 30, 2009 and 2008 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION	23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Submission of Matters to a Vote of Security Holders	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
Signatures		24

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

UNITED REFINING COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	November 30, 2009 (Unaudited)			August 31, 2009
Assets
Current:
Cash and cash equivalents	$	21,276		$	31,062
Accounts receivable, net		77,598			85,382
Inventories		176,474			237,541
Prepaid expenses and other assets		46,499			14,561
Amounts due from affiliated companies, net		4,864			809
Total current assets		326,711			369,355
Property, plant and equipment, net		254,849			252,048
Deferred financing costs, net		2,966			3,254
Goodwill		1,349			1,349
Tradename		10,500			10,500
Amortizable intangible assets, net		1,456			1,483
Deferred turnaround costs and other assets, net		6,217			7,452
Deferred income taxes		28,036			25,413
	$	632,084		$	670,854
Liabilities and Stockholder’s Equity
Current:
Revolving credit facility	$	12,000		$	—
Current installments of long-term debt		2,314			2,327
Accounts payable		49,689			83,497
Accrued liabilities		24,786			17,017
Income taxes payable		—			5,149
Sales, use and fuel taxes payable		18,787			22,134
Deferred income taxes		9,604			9,604
Total current liabilities		117,180			139,728
Long term debt: less current installments		329,311			329,249
Deferred retirement benefits		133,202			131,059
Other noncurrent liabilities		1			4
Total liabilities		579,694			600,040
Commitments and contingencies
Stockholder’s equity:
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			—
Additional paid-in capital		21,998			21,998
Retained earnings		75,055			94,365
Accumulated other comprehensive loss		(44,663	)		(45,549	)
Total stockholder’s equity		52,390			70,814
	$	632,084		$	670,854

See accompanying notes to consolidated financial statements.

4

UNITED REFINING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS—(Unaudited)

(in thousands)

	Three Months Ended November 30,
	2009			2008
Net sales	$	620,926		$	770,471
Costs of goods sold		603,604			715,087
Gross profit		17,322			55,384
Expenses:
Selling, general and administrative expenses		36,759			36,234
Depreciation and amortization expenses		4,217			4,119
Total operating expenses		40,976			40,353
Operating (loss) income		(23,654	)		15,031
Other income (expense):
Interest expense, net		(8,467	)		(9,379	)
Other, net		(606	)		(209	)
Equity in net earnings of affiliate		—			34
		(9,073	)		(9,554	)
(Loss) income before income tax (benefit) expense		(32,727	)		5,477
Income tax (benefit) expense		(13,417	)		2,342
Net (loss) income	$	(19,310	)	$	3,135

See accompanying notes to consolidated financial statements.

5

UNITED REFINING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Unaudited)

(in thousands)

	Three Months Ended
	November 30, 2009			November 30, 2008
Cash flows from operating activities:
Net (loss) income	$	(19,310	)	$	3,135
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization		5,565			5,845
Equity in net earnings of affiliate		—			(34	)
Deferred income taxes		(3,238	)		327
Loss on asset dispositions		266			87
Cash used in working capital items		(1,677	)		(24,195	)
Other, net		(1	)		(2	)
Change in operating assets and liabilities:
Other assets		—			(501	)
Deferred retirement benefits		3,645			225
Other noncurrent liabilities		(3	)		(4	)
Total adjustments		4,557			(18,252	)
Net cash used in operating activities		(14,753	)		(15,117	)
Cash flows from investing activities:
Additions to property, plant and equipment		(6,546	)		(10,005	)
Additions to deferred turnaround costs		(29	)		(33	)
Proceeds from asset dispositions		5			79
Net cash used in investing activities		(6,570	)		(9,959	)
Cash flows from financing activities:
Net borrowings on revolving credit facility		12,000			10,000
Proceeds from issuance of long term debt		—			318
Principal reductions of long term debt		(463	)		(386	)
Net cash provided by financing activities		11,537			9,932
Net decrease in cash and cash equivalents		(9,786	)		(15,144	)
Cash and cash equivalents, beginning of year		31,062			32,447
Cash and cash equivalents, end of period	$	21,276		$	17,303
Cash provided by (used in) working capital items:
Accounts receivable, net	$	7,784		$	43,640
Inventories		61,067			(66,731	)
Prepaid expenses and other assets		(31,938	)		(1,753	)
Amounts due from affiliated companies, net		(4,055	)		993
Accounts payable		(33,808	)		(6,940	)
Accrued liabilities		7,769			8,720
Income taxes payable		(5,149	)		—
Sales, use and fuel taxes payable		(3,347	)		(2,124	)
Total change	$	(1,677	)	$	(24,195	)
Cash paid during the period for:
Interest	$	162		$	508
Income taxes	$	3,538		$	—
Non-cash investing activities:
Property additions & capital leases	$	715		$	846

See accompanying notes to consolidated financial statements.

6

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, 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 sells petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names at a network of Company-operated retail units and convenience and grocery items through Company-owned gasoline stations and convenience stores under the Red Apple Food Mart^® and Country Fair^® brand names.

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 months ended November 30, 2009 are not necessarily indicative of the results that may be expected for the year ending August 31, 2010. 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, 2009.

In accordance with U.S. generally accepted accounting principles, the Company has evaluated subsequent events through the date the financial statements were issued on January 14, 2010.

2. Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the exclusive authoritative source for nongovernmental U.S. GAAP, except for SEC rules and interpretive releases. The Codification is a compilation of U.S. GAAP previously issued by several standard setters. Future FASB accounting standards will update the Codification and will be referred to as “Accounting Standards Updates”. The Codification became effective for the Company for the period ended November 30, 2009 and its adoption did not impact our financial position or results of operations.

On September 1, 2009, we adopted a standard that expanded the framework and disclosures for measuring fair value to nonfinancial assets and nonfinancial liabilities, including impaired property, plant and equipment, goodwill and the initial recognition of asset retirement obligations. The adoption of this standard did not impact our financial position or results of operations.

7

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

As of August 31, 2009, we adopted a standard that requires fair value disclosures of financial instruments in interim and annual financial statements. The adoption of this standard did not impact our financial position or results of operations.

In June 2009, the FASB issued a standard that amends previous guidance on variable interest entities. The standard modifies the criteria for determining the primary beneficiary of a variable interest entity and requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This standard is effective as of September 1, 2010 and will not impact our financial position or results of operations.

3. 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 lower of cost or market or replacement cost and include various parts for the refinery operations.

Inventories consist of the following:

	November 30, 2009			August 31, 2009
	(in thousands)
Crude Oil	$	44,095		$	92,972
Petroleum Products		95,746			110,573
Lower of cost of market reserve		(3,162	)		(6,104	)
Total @ LIFO		136,679			197,441
Merchandise		19,204			18,597
Supplies		20,591			21,503
Total @ FIFO		39,795			40,100
Total Inventory	$	176,474		$	237,541

Inventories at the lower of last-in, first-out (“LIFO”) cost or market reflect a market valuation reserve of $3,162,000 and $6,104,000 at November 30, 2009 and August 31, 2009, respectively. As of November 30, 2009 and August 31, 2009, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $17,994,000 and $5,278,000, respectively.

8

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

4. Subsidiary Guarantors

Certain of United Refining Company’s (the “issuer”) subsidiaries function as guarantors under the terms of the $350,000,000 Senior Unsecured Note Indenture due August 15, 2012. Financial information for the issuer and its wholly owned subsidiary guarantors is as follows:

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)

	November 30, 2009												August 31, 2009
	Issuer			Guarantors			Eliminations			Consolidated			Issuer			Guarantors			Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	8,262		$	13,014		$	—		$	21,276		$	21,265		$	9,797		$	—		$	31,062
Accounts receivable, net		45,487			32,111			—			77,598			52,726			32,656			—			85,382
Inventories		147,471			29,003			—			176,474			209,729			27,812			—			237,541
Prepaid expenses and other assets		41,293			5,206			—			46,499			8,733			5,828			—			14,561
Amounts due from affiliated companies		5,259			(395	)		—			4,864			1,728			(919	)		—			809
Intercompany		121,804			16,656			(138,460	)		—			106,025			15,527			(121,552	)		—
Total current assets		369,576			95,595			(138,460	)		326,711			400,206			90,701			(121,552	)		369,355
Property, plant and equipment, net		176,663			78,186			—			254,849			174,629			77,419			—			252,048
Deferred financing costs, net		2,966			—			—			2,966			3,254			—			—			3,254
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			1,456			—			1,456			—			1,483			—			1,483
Deferred turnaround costs & other assets		5,399			818			—			6,217			6,577			875			—			7,452
Deferred income taxes		32,330			(4,294	)		—			28,036			29,658			(4,245	)		—			25,413
Investment in subsidiaries		11,114			—			(11,114	)		—			9,872			—			(9,872	)		—
	$	598,048		$	183,610		$	(149,574	)	$	632,084		$	624,196		$	178,082		$	(131,424	)	$	670,854
Liabilities and Stockholder’s Equity
Current:
Revolving credit facility	$	12,000		$	—		$	—		$	12,000		$	—		$	—		$	—		$	—
Current installments of long-term debt		1,425			889			—			2,314			1,350			977			—			2,327
Accounts payable		30,889			18,800			—			49,689			62,789			20,708			—			83,497
Income taxes payable		—			—			—			—			(4,861	)		10,010			—			5,149
Accrued liabilities		18,525			6,261			—			24,786			10,864			6,153			—			17,017
Sales, use and fuel taxes payable		15,012			3,775			—			18,787			17,703			4,431			—			22,134
Deferred income taxes		9,538			66			—			9,604			9,538			66			—			9,604
Intercompany		—			138,460			(138,460	)		—			—			121,552			(121,552	)		—
Total current liabilities		87,389			168,251			(138,460	)		117,180			97,383			163,897			(121,552	)		139,728
Long term debt: less current installments		327,066			2,245			—			329,311			326,822			2,427			—			329,249
Deferred retirement benefits		131,203			1,999			—			133,202			129,177			1,882			—			131,059
Other noncurrent liabilities		—			1			—			1			—			4			—			4
Total liabilities		545,658			172,496			(138,460	)		579,694			553,382			168,210			(121,552	)		600,040
Commitment and contingencies
Stockholder’s equity
Common stock, $.10 par value per share –  shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Additional paid-in capital		21,998			10,651			(10,651	)		21,998			21,998			10,651			(10,651	)		21,998
Retained earnings		75,055			1,421			(1,421	)		75,055			94,365			210			(210	)		94,365
Accumulated other comprehensive loss		(44,663	)		(976	)		976			(44,663	)		(45,549	)		(1,007	)		1,007			(45,549	)
Total stockholder’s equity		52,390			11,114			(11,114	)		52,390			70,814			9,872			(9,872	)		70,814
	$	598,048		$	183,610		$	(149,574	)	$	632,084		$	624,196		$	178,082		$	(131,424	)	$	670,854

9

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)

	Three Months Ended November 30, 2009												Three Months Ended November 30, 2008
	Issuer			Guarantors			Eliminations			Consolidated			Issuer			Guarantors			Eliminations			Consolidated
Net sales	$	443,974		$	324,695		$	(147,743	)	$	620,926		$	573,331		$	362,450		$	(165,310	)	$	770,471
Costs of goods sold		461,174			290,173			(147,743	)		603,604			572,850			307,547			(165,310	)		715,087
Gross profit (loss)		(17,200	)		34,522			—			17,322			481			54,903			—			55,384
Expenses:
Selling, general and administrative expenses		5,841			30,918			—			36,759			5,687			30,547			—			36,234
Depreciation and amortization expenses		2,779			1,438			—			4,217			2,678			1,441			—			4,119
Total operating expenses		8,620			32,356			—			40,976			8,365			31,988			—			40,353
Operating (loss) income		(25,820	)		2,166			—			(23,654	)		(7,884	)		22,915			—			15,031
													��
Other income (expense):
Interest expense, net		(8,132	)		(335	)		—			(8,467	)		(8,465	)		(914	)		—			(9,379	)
Other, net		(816	)		210			—			(606	)		(523	)		314			—			(209	)
Equity in net earnings of affiliate		—			—			—			—			34			—			—			34
Equity in net income of subsidiaries		1,210			—			(1,210	)		—			13,405			—			(13,405	)		—
		(7,738	)		(125	)		(1,210	)		(9,073	)		4,451			(600	)		(13,405	)		(9,554	)
(Loss) Income before income tax (benefit) expense		(33,558	)		2,041			(1,210	)		(32,727	)		(3,433	)		22,315			(13,405	)		5,477
Income tax (benefit) expense		(14,248	)		831			—			(13,417	)		(6,568	)		8,910			—			2,342
Net (loss) income	$	(19,310	)	$	1,210		$	(1,210	)	$	(19,310	)	$	3,135		$	13,405		$	(13,405	)	$	3,135

10

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended November 30, 2009											Three Months Ended November 30, 2008
	Issuer			Guarantors			Eliminations		Consolidated			Issuer			Guarantors			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(20,574	)	$	5,821		$	—	$	(14,753	)	$	(7,677	)	$	(7,440	)	$	—	$	(15,117	)
Cash flows from investing activities:
Additions to property, plant and equipment		(4,225	)		(2,321	)		—		(6,546	)		(8,648	)		(1,357	)		—		(10,005	)
Additions to deferred turnaround costs		(16	)		(13	)		—		(29	)		(33	)		—			—		(33	)
Proceeds from asset dispositions		5			—			—		5			—			79			—		79
Net cash used in investing activities		(4,236	)		(2,334	)				(6,570	)		(8,681	)		(1,278	)		—		(9,959	)
Cash flows from financing activities:
Net borrowings on revolving credit facility		12,000			—			—		12,000			10,000			—			—		10,000
Proceeds from issuance of long-term debt		—			—			—		—			—			318			—		318
Principal reductions of long-term debt		(193	)		(270	)		—		(463	)		(160	)		(226	)		—		(386	)
Net cash provided by financing activities		11,807			(270	)		—		11,537			9,840			92			—		9,932
Net (decrease) increase in cash and cash equivalents		(13,003	)		3,217			—		(9,786	)		(6,518	)		(8,626	)		—		(15,144	)
Cash and cash equivalents, beginning of year		21,265			9,797			—		31,062			11,358			21,089			—		32,447
Cash and cash equivalents, end of period	$	8,262		$	13,014		$	—	$	21,276		$	4,840		$	12,463		$	—	$	17,303

11

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

5. 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
	November 30,
	2009			2008
Net Sales
Retail	$	323,629		$	361,259
Wholesale		297,297			409,212
	$	620,926		$	770,471
Intersegment Sales
Wholesale	$	146,677		$	163,939
Operating (Loss) Income
Retail	$	1,929		$	26,558
Wholesale		(25,583	)		(11,527	)
	$	(23,654	)	$	15,031
Depreciation and Amortization
Retail	$	1,328		$	1,345
Wholesale		2,889			2,774
	$	4,217		$	4,119
	November 30, 2009			August 31, 2009
Total Assets
Retail	$	154,012		$	150,082
Wholesale		478,072			520,772
	$	632,084		$	670,854
Capital Expenditures (including non-cash)
Retail	$	2,320		$	5,161
Wholesale		4,941			19,988
	$	7,261		$	25,149

12

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

6. Employee Benefit Plans

For the periods ended November 30, 2009 and 2008, net pension and other postretirement benefit costs were comprised of the following:

	Pension Benefits						Other Post- Retirement Benefits
	Three Months Ended November 30,						Three Months Ended November 30,
	2009			2008			2009		2008
	(in thousands)
Service cost	$	888		$	691		$	841	$	670
Interest cost on benefit obligation		1,434			1,312			1,187		1,116
Expected return on plan assets		(984	)		(1,094	)		—		—
Amortization of transition obligation		—			—			149		149
Amortization and deferral of net loss		895			263			460		243
Net periodic benefit cost	$	2,233		$	1,172		$	2,637	$	2,178

As of November 30, 2009, $161,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2010.

7. Fair Value Measurements

The FASB Accounting Standards Codification (ASC) 820-10 delayed the effective date of fair value measurements and disclosures for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of our first quarter beginning September 1, 2009. These include goodwill and other non-amortizable intangible assets and long-lived assets. The effect of the September 1, 2009 end of the delay for any required fair value measurements of the Company’s non-financial assets and liabilities did not have a significant impact on our consolidated financial statements.

The carrying values of all financial instruments classified as a current asset or current liability are deemed to approximate fair value because of the short maturity of these instruments. The difference between the fair value of long-term notes and their carrying value at both November 30, 2009 and August 31, 2009 was $29,680,000 and $63,950,000, respectively.

13

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains certain statements that constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements may include, among other things, United Refining Company and its subsidiaries current expectations with respect to future operating results, future performance of its refinery and retail operations, capital expenditures and other financial items. Words such as “expects”, “intends”, “plans”, “projects”, “believes”, “estimates”, “may”, “will”, “should”, “shall”, “anticipates”, “predicts”, and similar expressions typically identify such forward looking statements in this Quarterly Report on Form 10-Q.

By their nature, all forward looking statements involve risk and uncertainties. All phases of the Company’s operations involve risks and uncertainties, many of which are outside of the Company’s control, and any one of which, or a combination of which, could materially affect the Company’s results of operations and whether the forward looking statements ultimately prove to be correct. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons.

Although we believe our expectations are based on reasonable assumptions within the bounds of its knowledge, investors and prospective investors are cautioned that such statements are only projections and that actual events or results may differ materially depending on a variety of factors described in greater detail in the Company’s filings with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports on Form 8-K, etc. In addition to the factors discussed elsewhere in this Quarterly Report on Form 10-Q, the Company’s actual consolidated quarterly or annual operating results have been affected in the past, or could be affected in the future, by additional factors, including, without limitation:

• the demand for and supply of crude oil and refined products;

• the spread between market prices for refined products and market prices for crude oil;

• repayment of debt;

• general economic, business and market conditions;

• risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in our markets;

• the possibility of inefficiencies or shutdowns in refinery operations or pipelines;

• the availability and cost of financing to us;

• environmental, tax and tobacco legislation or regulation;

• volatility of gasoline prices, margins and supplies;

• merchandising margins;

• labor costs;

• level of capital expenditures;

• customer traffic;

• weather conditions;

• acts of terrorism and war;

• business strategies;

• expansion and growth of operations;

14

• future projects and investments;

• future exposure to currency devaluations or exchange rate fluctuations;

• expected outcomes of legal and administrative proceedings and their expected effects on our financial position, results of operations and cash flows;

• future operating results and financial condition; and

• the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

All subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any such forward looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date of this Quarterly Report on Form 10-Q.

Recent Developments

The Company continues to be impacted by the volatility of the petroleum market in fiscal year 2010. Crude prices in the second quarter of fiscal year 2010 have risen as compared to the first quarter of fiscal year 2010. The average NYMEX crude price for the second quarter based on values published on December 31, 2009 was $77.37/bbl, a $5.23/bbl or 7.2% higher than the average price for the first fiscal quarter of 2010 which was $72.14/bbl.

The lagged 3-2-1 crackspread, as measured by the difference between the price of crude oil contracts traded on the NYMEX for the proceeding month to the prices of NYMEX gasoline and heating oil contracts in the current trading month, benefited from the rising crude market. The Company uses a lagged crackspread as a margin indicator as it reflects the time period between the purchase of crude oil and its delivery to the refinery for processing. The lagged crackspread for the second quarter of fiscal year 2010 based on values as of December 31, 2009, was $8.27/bbl, a $1.20/bbl or a 14.1% improvement over the lagged crackspread for the first quarter of fiscal year 2010 which was $7.24/bbl.

Results of Operations

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 sells petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names through a network of Company-operated retail units and convenience and grocery items through gasoline stations and convenience stores under the Red Apple Food Mart^® and Country Fair^® brand names.

A discussion and analysis of the factors contributing to the Company’s results of operations are presented below. The accompanying Consolidated Financial Statements and related Notes, together with the following information, are intended to supply investors with a reasonable basis for evaluating the Company’s operations, but should not serve as the only criteria for predicting the Company’s future performance.

15

Retail Operations:

	Three Months Ended November 30,
	2009			2008
	(dollars in thousands)
Net Sales
Petroleum	$	261,343		$	304,665
Merchandise and other		62,286			56,594
Total Net Sales		323,629			361,259
Costs of Goods Sold		289,636			302,950
Gross Profit		33,993			58,309
Operating Expenses		32,064			31,751
Segment Operating Income	$	1,929		$	26,558
Petroleum Sales (thousands of gallons)		97,454			97,328
Gross Profit
Petroleum (a)	$	18,032		$	43,423
Merchandise and other		15,961			14,886
	$	33,993		$	58,309
Petroleum margin ($/gallon) (b)		.1850			.4462
Merchandise margin (percent of sales)		25.6	%		26.3	%

(a) Includes the effect of intersegment purchases from the Company’s wholesale segment at prices which approximate market.

(b) Company management calculates petroleum margin per gallon by dividing petroleum gross margin by petroleum sales volumes. Management uses fuel margin per gallon calculations to compare profitability to other companies in the industry. Petroleum margin per gallon may not be comparable to similarly titled measures used by other companies in the industry.

Comparison of Fiscal Quarters Ended November 30 2009 and November 30, 2008

Net Sales

Retail sales decreased during the fiscal quarter ended November 30, 2009 by $37.6 million or 10.4% for the comparable period in fiscal 2009 from $361.2 million to $323.6 million. The decrease was primarily due to: $43.3 million in petroleum sales offset by a $5.7 million increase in merchandise sales. The petroleum sales decrease resulted from a 14.3% decrease in retail selling prices per gallon, offset by a .1 million gallon or .1% increase in retail petroleum volume. The decrease in prices generally reflects the decline in worldwide petroleum prices. The merchandise sales increase is primarily due to increased prepared food, beverages and cigarette sales due to promotional campaigns and increased selling prices.

Costs of Goods Sold

Retail costs of goods sold decreased during the fiscal quarter ended November 30, 2009 by $13.3 million or 4.4% for the comparable period in fiscal 2009 from $302.9 million to $289.6 million. The decrease was primarily due to $17.9 million in petroleum purchase prices, fuel tax of $.2 million and freight cost of $.2 million, offset by an increase in merchandise cost of $4.6 million and a $.4 million inventory valuation adjustment.

Gross Profit

Retail gross profit decreased during the fiscal quarter ended November 30, 2009 by $24.3 million or 41.7% for the comparable period in fiscal 2009. Petroleum margins decreased by $25.4 million or 58.5% offset by an increase in merchandise margin of $1.1 million or 7.2%.

16

Operating Expenses

Retail operating expenses remained relatively constant during the fiscal quarter ended November 30, 2009 and the comparable period in fiscal 2009, due to the Company’s effort to keep overhead at the previous year’s level.

Wholesale Operations:

	Three Months Ended November 30,
	2009			2008
	(dollars in thousands)
Net Sales (a)	$	297,297		$	409,212
Costs of Goods Sold		313,968			412,137
Gross Loss	$	(16,671	)	$	(2,925	)
Operating Expenses		8,912			8,602
Segment Operating Loss	$	(25,583	)	$	(11,527	)
Crude throughput (thousand barrels per day)		56.5			63.3
Refinery Product Yield (thousands of barrels)
	Three Months Ended November 30,
	2009			2008
Gasoline and gasoline blendstock		2,281			2,335
Distillates		1,139			1,396
Asphalt		1,556			1,850
Butane, propane, residual products, internally produced fuel and other		527			492
Total Product Yield		5,503			6,073
% Heavy Crude Oil of Total Refinery Throughput (b)		61	%		63	%
Product Sales (dollars in thousands) (a)
	Three Months Ended November 30,
	2009			2008
Gasoline and gasoline blendstock	$	102,529		$	126,407
Distillates		70,313			116,585
Asphalt		113,247			154,912
Other		11,208			11,308
	$	297,297		$	409,212

17

Product Sales

(thousand of barrels) (a)

	Three Months Ended November 30,
	2009	2008
Gasoline and gasoline blendstock	1,263	1,412
Distillates	852	1,066
Asphalt	1,940	1,616
Other	251	206
	4,306	4,300

(a) Sources of total product sales include products manufactured at the refinery located in Warren, Pennsylvania and products purchased from third parties.

(b) The Company defines “heavy” crude oil as crude oil with an American Petroleum Institute specific gravity of 26 or less.

Comparison of Fiscal Quarters Ended November 30, 2009 and November 30, 2008

Net Sales

Wholesale sales decreased during the three months ended November 30, 2009 by $111.9 million or 27.3% for the comparable period in fiscal 2009 from $409.2 million to $297.3 million. The decrease was due to a 27.4% decrease in wholesale prices. The decrease in prices generally reflects the decline in worldwide petroleum prices.

Costs of Goods Sold

Wholesale costs of goods sold decreased during the three months ended November 30, 2009 by $98.2 million or 23.8% for the comparable period in fiscal 2009 from $412.1 million to $313.9 million. The decrease in wholesale costs of goods sold during this period was primarily due to a decrease in cost of raw materials.

Gross Profit

Wholesale gross profit decreased during the three months ended November 30, 2009 by $13.8 million or 469.9% from the comparable period in fiscal 2009 from $(2.9) million to $(16.7) million. The decrease was primarily due to the changing oil market pricing.

Operating Expenses

Operating expenses remained relatively constant during the fiscal quarter ended November 30, 2009 and the comparable period in fiscal 2009, due to the Company’s effort to keep overhead at the previous year’s level. Operating expenses for the fiscal quarter ended November 30, 2009 were $8.9 million or 3.0% of net wholesale sales compared to $8.6 million or 2.1% of net wholesale sales for the comparable period in fiscal 2009.

Consolidated Expenses:

Interest Expense, net

Net interest expense (interest expense less interest income) for the three months ended November 30, 2009 decreased $.9 million or 9.5% to $8.5 million from $9.4 million for the comparable period in fiscal 2009. The decrease in interest expense was due in part to the Company acquiring $26.0 million of its 10  ¹/2% Senior Unsecured Notes due 2012 during fiscal 2009.

18

Income Tax Expense / (Benefit)

The Company’s effective tax rate for the three months ended November 30, 2009 and 2008 remained relatively constant at approximately 41%.

Liquidity and Capital Resources

We operate in an environment where our liquidity and capital resources are impacted by changes in the price of crude oil and refined petroleum products, availability of credit, market uncertainty and a variety of additional factors beyond our control. Included in such factors are, among others, the level of customer product demand, weather conditions, governmental regulations, worldwide political conditions and overall market and economic conditions.

The following table summarizes selected measures of liquidity and capital sources (in thousands):

	November 30, 2009
Cash and cash equivalents	$	21,276
Working capital	$	209,531
Current ratio		2.8
Debt	$	343,625

Primary sources of liquidity have been cash and cash equivalents, cash flows from operations and borrowing availability under a revolving line of credit. We believe available capital resources will be adequate to meet our working capital, debt service, and capital expenditure requirements for existing operations.

Our cash and cash equivalents consist of bank balances and investments in money market funds. These investments have staggered maturity dates, none of which exceed three months. They have a high degree of liquidity since the securities are traded in public markets.

19

	Three Months Ended November 30, 2009
	(in millions)
Significant uses of cash Investing activities:
Additions to deferred turnaround costs
Property, plant and equipment
Renewable fuels – cost estimates	$	(1.4	)
Properties purchased		(.8	)
Retail maintenance (black top, roof, HVAC, rehab)		(.8	)
Asbestos abatement		(.4	)
Retail petroleum upgrade		(.4	)
Biodiesel blending		(.3	)
Computers and equipment upgrade		(.2	)
#4 boiler upgrade		(.2	)
Miscellaneous equipment replacement		(.1	)
Reduction of benzene and gasoline		(.1	)
Environmental instruments upgrade		(.1	)
Other general capital items (tank repairs, refinery piping projects, etc.)		(1.8	)
Total property, plant and equipment		(6.6	)
Net cash used in investing activities	$	(6.6	)
Financing activities:
Net borrowings on revolving credit facility	$	12.0
Principal reductions of long term debt		(.5	)
Net cash provided by financing activities	$	11.5
Working capital items:
Decrease in inventory	$	61.0
Accounts receivable decrease		7.8
Accrued liabilities increase		7.8
Accounts payable decrease		(33.8	)
Prepaid expense increase		(31.9	)
Income taxes payable decrease		(5.2	)
Amounts due from affiliated companies, net increase		(4.1	)
Sales, use and fuel taxes payable decrease		(3.3	)
Cash used in working capital items	$	(1.7	)

We require a substantial investment in working capital which is susceptible to large variations during the year resulting from purchases of inventory and seasonal demands. Inventory purchasing activity is a function of sales activity and turnaround cycles for the different refinery units.

Maintenance and non-discretionary capital expenditures have averaged approximately $6.0 million annually over the last three years for the refining and marketing operations. Management does not foresee any increase in these maintenance and non-discretionary capital expenditures during fiscal year 2010.

Future liquidity, both short and long-term, will continue to be primarily dependent on realizing a refinery margin sufficient to cover fixed and variable expenses, including planned capital expenditures. We expect to be able to meet our working capital, capital expenditure, contractual obligations, letter of credit and debt service requirements out of cash flow from operations, cash on hand and borrowings under our Revolving Credit Facility with PNC Bank, N.A. as Agent Bank. Our revolving credit facility with PNC Bank, N.A., as Agent Bank (the “Revolving Credit Facility”) is $130,000,000. This provides the Company with flexibility relative to its cash flow requirements in light of market fluctuations particularly involving crude oil prices and seasonal business cycles and will assist the Company in meeting its working capital, ongoing capital expenditure needs and for general

20

corporate purposes. The agreement expires on November 27, 2011. Under the Revolving Credit Facility, the applicable margin is calculated on the average unused availability as follows: (a) for base rate borrowing, at the greater of the Agent Bank’s prime rate plus an applicable margin of 0% to .5%; the Federal Funds Open Rate plus .5%; or the Daily LIBOR rate plus 1%; (b) for euro-rate based borrowings, at the LIBOR Rate plus an applicable margin of 2.35% to 1.75%. The Agent Bank’s prime rate at November 30, 2009 was 3.25%.

The Revolving Credit Facility is secured primarily by certain cash accounts, accounts receivable and inventory. Until maturity, we may borrow on a borrowing base formula as set forth in the facility. We had standby letters of credit of $4.4 million as of November 30, 2009 and there were outstanding borrowings under the Revolving Credit Facility in the amount of $12.0 million resulting in net availability of $113.6 million. As of January 14, 2009 there was $26.0 million outstanding on the $130 million Revolving Credit Facility and standby letters of credit in the amount of $4.4 million, resulting in a net availability of $99.6 million and the Company had full access to it. The Company’s working capital ratio was 2.8 as of November 30, 2009.

Although we are not aware of any pending circumstances which would change our expectation, changes in the tax laws, the imposition of and changes in federal and state clean air and clean fuel requirements and other changes in environmental laws and regulations may also increase future capital expenditure levels. Future capital expenditures are also subject to business conditions affecting the industry. We continue to investigate strategic acquisitions and capital improvements to our existing facilities.

Federal, state and local laws and regulations relating to the environment affect nearly all of our operations. As is the case with all the companies engaged in similar industries, we face significant exposure from actual or potential claims and lawsuits involving environmental matters. Future expenditures related to environmental matters cannot be reasonably quantified in many circumstances due to the uncertainties as to required remediation methods and related clean-up cost estimates. We cannot predict what additional environmental legislation or regulations will be enacted or become effective in the future or how existing or future laws or regulations will be administered or interpreted with respect to products or activities to which they have not been previously applied.

Seasonal Factors

Seasonal factors affecting the Company’s business may cause variation in the prices and margins of some of the Company’s products. For example, demand for gasoline tends to be highest in spring and summer months, while demand for home heating oil and kerosene tends to be highest in winter months.

As a result, the margin on gasoline prices versus crude oil costs generally tends to increase in the spring and summer, while margins on home heating oil and kerosene tend to increase in winter.

Inflation

The effect of inflation on the Company has not been significant during the last five fiscal years.

21

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company uses its revolving credit facility to finance a portion of its operations. As of January 14, 2010, there was $26.0 million outstanding under the revolving line of credit. These on-balance sheet financial instruments, to the extent they provide for variable rates, expose the Company to interest rate risk resulting from changes in the PNC Prime rate, the Federal Funds or LIBOR rate.

The Company has exposure to price fluctuations of crude oil and refined products. The Company does not manage the price risk related to all of its inventories of crude oil and refined products with a permanent formal hedging program, but does manage its risk exposures by managing inventory levels.The Company had no open future positions at November 30, 2009.

See also Recent Developments section of Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 4T.  CONTROLS AND PROCEDURES.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of November 30, 2009. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of November 30, 2009, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended November 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

22

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

There have been no material changes in our Risk Factors disclosed in the Form 10-K for the year ended August 31, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit 31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

UNITED REFINING COMPANY

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

KIANTONE PIPELINE CORPORATION

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

UNITED REFINING COMPANY OF PENNSYLVANIA

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

KIANTONE PIPELINE COMPANY

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

UNITED JET CENTER, INC.

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

28

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

KWIK-FILL CORPORATION

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

INDEPENDENT GASOLINE AND OIL

COMPANY OF ROCHESTER, INC.

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

30

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

BELL OIL CORP.

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

PPC, INC.

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

32

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

SUPER TEST PETROLEUM, INC.

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

KWIK-FIL, INC.

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

VULCAN ASPHALT REFINING CORPORATION

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President

/s/  James E. Murphy

James E. Murphy

Chief Financial Officer

35

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2010

COUNTRY FAIR, INC.

(Registrant)

/s/  Myron L. Turfitt

Myron L. Turfitt

President and Chief Operating Officer

/s/  James E. Murphy

James E. Murphy

Vice President – Finance

36