Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Nov. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | UNRF | |
Entity Registrant Name | UNITED REFINING CO | |
Entity Central Index Key | 101,462 | |
Current Fiscal Year End Date | --08-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 100 | |
Entity Public Float | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Current: | ||
Cash and cash equivalents | $ 48,361 | $ 117,028 |
Short-term investments | 10,156 | |
Accounts receivable, net | 71,504 | 81,567 |
Refundable income taxes | 3,343 | |
Inventories, net | 167,062 | 206,066 |
Prepaid income taxes | 4,018 | |
Prepaid expenses and other assets | 22,092 | 28,000 |
Amounts due from affiliated companies, net | 393 | |
Total current assets | 326,536 | 433,054 |
Property, plant and equipment, net | 403,631 | 347,757 |
Deferred financing costs, net | 5,150 | 2,667 |
Goodwill | 1,349 | 1,349 |
Trade name | 10,500 | 10,500 |
Amortizable intangible assets, net | 807 | 869 |
Deferred integrity and replacement costs, net | 112,892 | 58,634 |
Deferred turnaround costs and other assets, net | 18,852 | 30,636 |
Total assets | 879,717 | 885,466 |
Current: | ||
Current installments of long-term debt | 28,029 | 1,556 |
Accounts payable | 61,832 | 44,833 |
Accrued liabilities | 21,307 | 17,911 |
Income tax payable | 7,397 | |
Sales, use and fuel taxes payable | 21,649 | 23,373 |
Amounts due to affiliated companies, net | 729 | |
Total current liabilities | 133,546 | 95,070 |
Long term debt: less current installments | 259,648 | 239,111 |
Deferred income taxes | 48,173 | 61,743 |
Deferred retirement benefits | 94,786 | 71,800 |
Total liabilities | 536,153 | 467,724 |
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 | 156,846 |
Retained earnings | 208,495 | 263,464 |
Accumulated other comprehensive loss | (36,363) | (16,684) |
Total stockholder's equity | 343,564 | 417,742 |
Total liabilities and stockholder's equity | $ 879,717 | $ 885,466 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2016 | Aug. 31, 2015 |
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 - USD ($) | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 2,086,625,000 | $ 2,716,719,000 | $ 3,439,218,000 |
Costs and expenses: | |||
Costs of goods sold (exclusive of depreciation and amortization) | 1,842,348,000 | 2,352,031,000 | 3,100,473,000 |
Selling, general and administrative expenses | 170,919,000 | 165,089,000 | 162,764,000 |
Depreciation and amortization | 47,775,000 | 41,554,000 | 31,804,000 |
Total costs and expenses | 2,061,042,000 | 2,558,674,000 | 3,295,041,000 |
Operating income | 25,583,000 | 158,045,000 | 144,177,000 |
Other expense: | |||
Interest expense, net | (12,179,000) | (26,648,000) | (26,341,000) |
Other, net | (4,071,000) | (3,869,000) | (2,897,000) |
Loss on early extinguishment of debt | (19,316,000) | ||
Total other income(expense) | (35,566,000) | (30,517,000) | (29,238,000) |
(Loss) income before income tax (benefit) expense | (9,983,000) | 127,528,000 | 114,939,000 |
Income tax (benefit) expense: | |||
Current | (2,201,000) | 25,897,000 | 25,050,000 |
Deferred | (1,420,000) | 19,580,000 | 18,776,000 |
Income tax expense | (3,621,000) | 45,477,000 | 43,826,000 |
Net (loss) income | $ (6,362,000) | $ 82,051,000 | $ 71,113,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (6,362) | $ 82,051 | $ 71,113 |
Other comprehensive loss, net of taxes: | |||
Unrecognized post-retirement loss, net of taxes of $(12,150), $(4,787) and $(1,384) for the years ended August 31, 2016, 2015 and 2014, respectively | (19,679) | (7,488) | (2,106) |
Other comprehensive loss | (19,679) | (7,488) | (2,106) |
Total comprehensive (loss) income | $ (26,041) | $ 74,563 | $ 69,007 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Unrecognized post retirement loss, taxes | $ (12,150) | $ (4,787) | $ (1,384) |
Statement of Shareholders' Equi
Statement of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Aug. 30, 2013 | $ 357,203 | $ 14,116 | $ 159,844 | $ 190,333 | $ (7,090) | |
Balance, Shares at Aug. 30, 2013 | 100 | 14,116 | ||||
Other comprehensive loss | (2,106) | (2,106) | ||||
Contribution from (distribution to) Parent under the Tax Sharing Agreement | (3,034) | (3,034) | ||||
Net income | 71,113 | 71,113 | ||||
Dividends | (38,951) | (38,951) | ||||
Balance at Aug. 31, 2014 | 384,225 | $ 14,116 | 156,810 | 222,495 | (9,196) | |
Balance, Shares at Aug. 31, 2014 | 100 | 14,116 | ||||
Other comprehensive loss | (7,488) | (7,488) | ||||
Contribution from (distribution to) Parent under the Tax Sharing Agreement | 36 | 36 | ||||
Net income | 82,051 | 82,051 | ||||
Dividends | (41,082) | (41,082) | ||||
Balance at Aug. 31, 2015 | 417,742 | $ 14,116 | 156,846 | 263,464 | (16,684) | |
Balance, Shares at Aug. 31, 2015 | 100 | 14,116 | ||||
Other comprehensive loss | (19,679) | (19,679) | ||||
Contribution from (distribution to) Parent under the Tax Sharing Agreement | 470 | 470 | ||||
Net income | (6,362) | (6,362) | ||||
Dividends | (48,607) | (48,607) | ||||
Balance at Aug. 31, 2016 | $ 343,564 | $ 14,116 | $ 157,316 | $ 208,495 | $ (36,363) | |
Balance, Shares at Aug. 31, 2016 | 100 | 14,116 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (6,362) | $ 82,051 | $ 71,113 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 49,205 | 44,027 | 34,147 |
Non cash portion of loss on early extinguishment of debt | 5,771 | ||
Deferred income taxes | (1,420) | 19,580 | 18,776 |
Loss on asset dispositions | 3,023 | 928 | 1,205 |
Cash provided by (used in) working capital items | 60,061 | 4,180 | (8,700) |
Change in operating assets and liabilities: | |||
Other assets, net | 575 | 480 | 736 |
Deferred retirement benefits | (8,843) | (7,596) | (6,044) |
Total adjustments | 108,372 | 61,599 | 40,120 |
Net cash provided by operating activities | 102,010 | 143,650 | 111,233 |
Cash flows from investing activities: | |||
Short-term investments | (10,156) | ||
Additions to property, plant and equipment | (81,856) | (50,249) | (49,264) |
Additions to amortizable intangible assets | (60) | (100) | |
Additions to deferred turnaround costs | (1,515) | (3,616) | (42,195) |
Additions to deferred integrity and replacement costs | (66,544) | (28,630) | (36,810) |
Proceeds from asset dispositions | 265 | 10 | 58 |
Net cash used in investing activities | (159,866) | (82,585) | (128,211) |
Cash flows from financing activities: | |||
Contribution from (Distribution to) Parent under the Tax Sharing Agreement | 470 | 36 | (3,034) |
Dividends to preferred shareholder and stockholder | (48,607) | (41,082) | (38,951) |
Proceeds from issuance of long-term debt | 301,948 | 1,426 | |
Principal reductions of long-term debt | (258,729) | (1,708) | (1,963) |
Deferred financing costs | (5,893) | (320) | |
Net cash used in financing activities | (10,811) | (43,074) | (42,522) |
Net (decrease) increase in cash and cash equivalents | (68,667) | 17,991 | (59,500) |
Cash and cash equivalents, beginning of year | 117,028 | 99,037 | 158,537 |
Cash and cash equivalents, end of year | 48,361 | 117,028 | 99,037 |
Cash provided by (used in) working capital items: | |||
Accounts receivable, net | 10,063 | 10,824 | 32,805 |
Refundable income taxes | (3,343) | 6,000 | 14,890 |
Inventories, net | 39,055 | (54,594) | (20,506) |
Prepaid income taxes | (4,018) | 13,674 | (13,674) |
Prepaid expenses and other assets | 5,908 | 39,168 | (25,075) |
Amounts due to/from affiliated companies, net | 1,122 | (1,914) | 1,087 |
Accounts payable | 16,999 | (18,418) | 9,081 |
Accrued liabilities | 3,396 | (780) | (24) |
Income taxes payable | (7,397) | 7,397 | (8,587) |
Sales, use and fuel taxes payable | (1,724) | 2,823 | 1,303 |
Total Change | 60,061 | 4,180 | (8,700) |
Cash paid during the period for: | |||
Interest | 11,575 | 25,543 | 25,561 |
Income taxes | $ 11,363 | 17,871 | 49,366 |
Non-cash investing and financing activities: | |||
Deferred integrity and replacement costs | 28,630 | ||
Property additions and capital leases | $ 1,605 | $ 241 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies 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 and its subsidiaries (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. (“URI”), a wholly-owned subsidiary of United Acquisition Corp., which in turn is a wholly-owned subsidiary of Red Apple Group, Inc. (the “Parent”). Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investment securities with maturities of three months or less at date of acquisition to be cash equivalents. Short-Term Investments The Company holds a certificate of deposit at a bank with a maturity date of six months. Derivative Instruments From time to time the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, historically crude oil option contracts (puts) and crackspread option contracts have been used to hedge the volatility of these items. The Company does not enter such contracts for speculative purposes. The Company accounts for changes in the fair value of its contracts by marking them to market and recognizing any resulting gains or losses in its Statement of Operations. The Company includes the carrying amounts of the contracts in derivative liability in its Consolidated Balance Sheet. At August 31, 2016, the Company had no derivative instruments outstanding as part of its risk management strategy. For the fiscal years ended August 31, 2016, 2015 and 2014 the Company recognized $0 of losses in costs and expenses in its Consolidated Statements of Operations. Inventories and Exchanges Inventories are stated at the lower of cost or market (LCM), with cost being determined under the Last-in, First-out (LIFO) method for crude oil and petroleum product inventories and the First-in, First-out (FIFO) method for merchandise. Supply inventories are stated at either the LCM or replacement cost and include various parts for the refinery operations. If the cost of inventories exceeds their market value, provisions are made currently for the difference between the cost and the market value. Property, Plant and Equipment Property, plant and equipment is stated at cost and depreciated by the straight-line method over the respective estimated useful lives. Routine current maintenance, repairs and replacement costs are charged against income. Expenditures which materially increase values, expand capacities or extend useful lives are capitalized. A summary of the principal useful lives used in computing depreciation expense is as follows: Estimated Useful Refining 20-30 Retail Marketing 15-30 Pipeline Transportation 20-30 Leases The Company leases land, buildings, and equipment under long-term operating and capital leases and accounts for the leases in accordance with ASC 360-10-30-8. Lease expense for operating leases is recognized on a straight-line basis over the expected lease term. The lease term begins on the date the Company has the right to control the use of the leased property pursuant to the terms of the lease. Deferred Integrity and Replacement Costs The Company and Kiantone Pipeline Corporation, a subsidiary of the Company, and Enbridge Energy Limited Partnership (“EELP”) and Enbridge Pipelines, Inc. (“EPI” and, together with EELP, the “Carriers”), entered into a letter agreement dated July 31, 2014, as amended, (the “Letter Agreement”) with respect to a pipeline (“Line 10”) owned by the Carriers, which transports crude oil from Canada to the Company’s Kiantone Pipeline. Pursuant to the Letter Agreement, the Company agreed to fund certain integrity costs necessary to maintain Line 10, and agreed to pay for half the cost of replacing certain portions of Line 10. The integrity and replacement costs, are deferred when incurred and amortized on a straight-line basis over the period of benefit, which is approximately 11 years. As of August 31, 2016 and 2015, net deferred integrity and replacement costs amounted to $112,892,000 and $58,634,000, respectively. Amortization expense of $12,286,000, $6,282,000 and $524,000 is included in depreciation and amortization for the fiscal years ended August 31, 2016, 2015 and 2014, respectively. Deferred Maintenance Turnarounds The cost of maintenance turnarounds, which consist of complete shutdown and inspection of significant units of the refinery at intervals of three or more years for necessary repairs and replacements, are deferred when incurred and amortized on a straight-line basis over the period of benefit, which ranges from 3 to 10 years. As of August 31, 2016 and 2015, deferred turnaround costs included in Deferred Turnaround Costs and Other Assets, amounted to $17,280,000 and $28,489,000, which are net of accumulated amortization of $32,981,000 and $20,888,000, respectively. Amortization expense included in depreciation and amortization for the fiscal years ended August 31, 2016, 2015 and 2014 amounted to $12,724,000, $14,479,000 and $11,319,000, respectively. Amortizable Intangible Assets The Company amortizes identifiable intangible assets such as brand names, non-compete agreements, leasehold covenants and deed restrictions on a straight-line basis over their estimated useful lives which range from 5 to 25 years. Revenue Recognition Revenues for products sold by the wholesale segment are recorded upon delivery of the products to our customers, at which time title to those products is transferred and when payment has either been received or collection is reasonably assured. At no point do we recognize revenue from the sale of products prior to the transfer of its title. Title to product is transferred to the customer at the shipping point, under pre-determined contracts for sale at agreed upon or posted prices to customers of which collectability is reasonably assured. Revenues for products sold by the retail segment are recognized immediately upon sale to the customer. Included in Net Sales and Costs of Goods Sold are consumer excise taxes of $245,843,000, $246,636,000 and $238,332,000 for the years ended August 31, 2016, 2015 and 2014, respectively. Cost Classifications Our Costs of Goods Sold (which excludes depreciation and amortization) include Refining Cost of Products Sold and related Refining Operating expenses. Refining Cost of Products Sold includes cost of crude oil, other feedstocks, blendstocks, the cost of purchased finished products, transportation costs and distribution costs. Retail Cost of Products Sold include cost for motor fuels and for merchandise. Motor fuel cost of products sold represents net cost for purchased fuel. Merchandise cost of products sold includes merchandise purchases, net of merchandise rebates and inventory shrinkage. Wholesale cost of products sold includes the cost of fuel and lubricants, transportation and distribution costs and labor. Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s results of operations are included in the consolidated Federal income tax return of the Parent and separately in various state jurisdictions. Income taxes are calculated on a separate return basis with consideration of the Tax Sharing Agreement between the Parent and its subsidiaries. With few exceptions, the Company is no longer subject to income tax examinations by U.S. federal, state or local tax authorities for years before fiscal 2012. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax positions as a component of interest expense, net and other, net, respectively. No amounts of such expenses are currently accrued. Post-Retirement Healthcare and Pension Benefits The Company provides post-retirement healthcare benefits to salaried and certain hourly employees that retired prior to September 1, 2010. The benefits provided are hospitalization and medical coverage for the employee and spouse until age 65. Benefits continue until the death of the retiree, which results in the termination of benefits for all dependent coverage. If an employee leaves the Company as a terminated vested member of a pension plan prior to normal retirement age, the person is not entitled to any post-retirement healthcare benefits. Benefits payable under this program are secondary to any benefits provided by Medicare or any other governmental programs. In June 2010, the Company announced changes to the healthcare and pension plans provided to salaried employees. Effective September 1, 2010, postretirement medical benefits for new hires and active salaried employees retiring after September 1, 2010 were eliminated. Additionally, effective January 1, 2011, deductibles and co-payments were added to the medical benefits plan for all active and retired employees. For salaried employees meeting certain age and service requirements, the Company contributes a defined dollar amount towards the cost of retiree healthcare based upon the employee’s length of service. Similarly, effective August 31, 2010, benefits under the Company’s defined benefit pension plan were frozen for all salaried employees, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company will provide an enhanced contribution under its defined contribution 401(k) plan as well as a transition contribution for older employees. The changes made for the salary group described above were also incorporated into the collective bargaining agreement reached with the International Union of Operating Engineers, Local No.95 effective February 1, 2012. The Company accrues post-retirement benefits other than pensions, during the years that the employee renders the necessary service, of the expected cost of providing those benefits to an employee and the employee’s beneficiaries and covered dependents. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Allowance for Doubtful Accounts The Company records an allowance for doubtful accounts based on specifically identified amounts that we believe to be uncollectible. The Company also recorded additional allowances based on historical collection experience and its assessment of the general financial conditions affecting the customer base. Senior management reviews accounts receivable on a weekly basis to determine if any receivables will potentially be uncollectible. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Concentration Risks Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments. The Company places its temporary cash investments with quality financial institutions. At times, such investments were in excess of FDIC insurance limits. The Company has not experienced any losses in such accounts. The Company purchased approximately 15% of its cost of goods sold from one vendor during each of the fiscal years ended August 31, 2016 and 2015, respectively. The Company is not obligated to purchase from this vendor, and, if necessary, there are other vendors from which the Company can purchase crude oil and other petroleum based products. The Company had $0 in accounts payable for each of the years ended August 31, 2016 and 2015 to this vendor. Environmental Matters The Company expenses environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible. Expenditures, which extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. The Company determines its liability on a site by site basis and records a liability at the time when it is probable and can be reasonably estimated. The Company’s estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. The estimated liability of the Company is not reduced for possible recoveries from insurance carriers and is recorded in accrued liabilities. Goodwill and Other Non-Amortizable Assets In accordance with ASC 350, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests in accordance with ASC 350. Other definite lived intangible assets continue to be amortized over their estimated useful lives. The Company performed separate impairment tests for its goodwill and tradename using the discounted cash flow method. The fair value of the Company’s reporting units exceeded their carrying values. The fair value of the tradename exceeded its carrying value. The Company has noted no subsequent indication that would require testing its goodwill and tradename for impairment. Long-Lived Assets Whenever events or changes in circumstances indicate that the carrying value of any of these assets (other than goodwill and tradename) may not be recoverable, the Company will assess the recoverability of such assets based upon estimated undiscounted cash flow forecasts. When any such impairment exists, the related assets will be written down to fair value. Other Comprehensive (Loss) Income The Company reports comprehensive (loss) income in accordance with ASC 220-10. ASC 220-10 establishes guidelines for the reporting and display of comprehensive (loss) income and its components in financial statements. Comprehensive (loss) income includes charges and credits to equity that is not the result of transactions with the shareholder. Included in other comprehensive loss for the Company is a charge for unrecognized post-retirement costs, which is net of taxes in accordance with ASC 715. The accumulated other comprehensive loss balance is made up entirely of unrecognized post-retirement costs. Recent Accounting Pronouncements In May, 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09. This guidance will now be effective for our financial statements in the annual period beginning after December 15, 2017. We are currently evaluating the effect of adopting this new accounting guidance and do not expect adoption will have a material impact on our financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires debt issuance costs related directly to notes payable be deducted from the face amount of that note and the amortization of such costs be classified as interest expense. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015, with early adoption permitted. Upon adoption, an entity must retrospectively apply the guidance. We are currently evaluating the effect of adopting this new accounting guidance and do not expect adoption will have a material impact on our financial statements. In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes,” which requires deferred income tax balances to be presented as noncurrent. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. Effective August 31, 2016, the Company adopted the accounting and reporting requirements included in ASU 2015-17 for balance sheet classification of deferred taxes requiring deferred tax assets and liabilities to be classified as noncurrent. The Company has applied these requirements retrospectively. Accordingly, the Company has included $5,822,000 of previously reported current deferred income tax liabilities in the $61,743,000 noncurrent deferred income tax liabilities in its August 31, 2015 consolidated balance sheet. The adoption of these accounting and reporting requirements had no impact on the Company’s results of operations or cash flows. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01”). The standard addresses certain aspects of recognition, measurements, presentation and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and early adoption is not permitted. The Company is currently assessing the impact that adoption of this guidance will have on its financial statements and footnote disclosures. In February 2016, the FASB issued ASU-2016-02 “Leases,” which replaces the existing guidance in Accounting Standards Codification (“ASC”) 840. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. The guidance requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact that adoption of this guidance will have on its financial statements and footnote disclosures. In August 2016, the FASB issued ASU 2016-15 which includes guidance to clarify how companies present and classify certain cash receipts and cash payments in the statement of cash flows, including contingent consideration payments made after a business acquisition and debt extinguishment costs. Specifically, cash payments to settle a contingent consideration liability which are not made soon after the acquisition date should be classified as cash used in financing activities up to the initial amount of contingent consideration recognized with the remaining amount classified as cash flows from operating activities. The guidance is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt this guidance when effective and adoption is not expected to have a material effect on the financial statements. Reclassification Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform with the presentation in the current year. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Aug. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 2. Accounts Receivable, Net As of August 31, 2016 and 2015, accounts receivable were net of allowance for doubtful accounts of $750,000 and $850,000, respectively. |
Inventories
Inventories | 12 Months Ended |
Aug. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories Inventories consist of the following: August 31, 2016 2015 (in thousands) Crude Oil $ 44,536 $ 60,209 Petroleum Products 65,414 92,452 Total Lower of LIFO Cost or Market 109,950 152,661 Merchandise 26,293 24,277 Supplies 30,819 29,128 Total FIFO 57,112 53,405 Total Inventory $ 167,062 $ 206,066 As of August 31, 2016 and 2015, the replacement cost of LIFO inventories (FIFO) exceeded their LIFO carrying values (LCM) on the balance sheets by approximately $4,718,000 and $6,201,000, respectively, which includes the LCM inventory write-down of $13,052,000 and $0, respectively, and a LIFO increase (decrease) of $8,334,000 and $(6,201,000), respectively. For the fiscal years ended August 31, 2016 and 2015, the Company recorded a charge to Costs of Goods Sold from a LIFO layer liquidation of $15,703,000 and $0, respectively. Included in petroleum product inventories are exchange balances either held for or due from other petroleum marketers. These balances are not significant. The Company does not own sources of crude oil and depends on outside vendors for its needs. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 4. Property, Plant and Equipment Property, plant and equipment is summarized as follows: August 31, 2016 2015 (in thousands) Refinery equipment $ 431,744 $ 378,877 Marketing (i.e. retail outlets) 153,654 141,726 Transportation 14,628 12,951 Construction-in-progress 74,286 65,970 674,312 599,524 Less: Accumulated depreciation 270,681 251,767 $ 403,631 $ 347,757 Depreciation and amortization on the above assets for the fiscal years ended August 31, 2016 and 2015 amounted to $22,643,000 and $20,678,000, respectively. On March 6, 2013, the Company, through its subsidiary United Biofuels, Inc. (“UBI”), acquired a partially completed 50 million gallon per year biodiesel facility in Brooklyn, New York as part of the acquisition by its parent company, United Refining, Inc., and United Metro Energy Corp. (“UMEC”), a subsidiary of the Company’s parent company, of certain assets of Metro Fuel Oil Corp, and its affiliates. UBI has initiated the project to complete and modify the biodiesel plant. The Company paid $9,800,000 for such biodiesel facility. Due to the Company and UMEC having a common owner, the Company recorded the acquisition of the biodiesel facility based on an allocation of the carrying value of all assets acquired by its parent and UMEC from Metro Fuel Oil Corp., or $20,735,000. The difference between the carrying value of the biodiesel facility and the amount paid by the Company has been recorded as a capital contribution net of the tax effect of $4,960,000. Commissioning the modified biodiesel plant is expected during fiscal year 2018. As of August 31, 2016, the remaining cost of the project is expected to be about $37,000,000. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Aug. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets As of August 31, 2016 and 2015, the Company’s trade name, goodwill and amortizable intangible assets, included in the Company’s retail segment, were as follows: Weighted Average August 31, 2016 August 31, 2015 Gross Accumulated Gross Accumulated (in thousands) Amortizable intangible assets: Deed restrictions 10 yrs. $ 800 $ 469 $ 800 $ 437 Leasehold covenants 6 yrs. 1,650 1,174 1,590 1,084 $ 2,450 $ 1,643 $ 2,390 $ 1,521 Non-amortizable assets: Tradename $ 10,500 $ — $ 10,500 $ — Goodwill $ 1,349 $ — $ 1,349 $ — Amortization expense for the fiscal years ended August 31, 2016, 2015 and 2014 amounted to $122,000, $115,000 and $106,000, respectively. Amortization expense for intangible assets subject to amortization for each of the years in the five-year period ending August 31, 2021 is estimated to be $126,000, $126,000, $126,000, $118,000, $62,000 and $249,000 thereafter. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Aug. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities include the following: August 31, 2016 2015 (in thousands) Interest $ 832 $ 119 Payrolls and benefits 17,392 15,974 Other 3,083 1,818 $ 21,307 $ 17,911 |
Leases
Leases | 12 Months Ended |
Aug. 31, 2016 | |
Leases [Abstract] | |
Leases | 7. Leases The Company occupies premises, primarily retail gas stations and convenience stores and office facilities under long-term leases which require minimum annual rents plus, in certain instances, the payment of additional rents based upon sales. The leases generally are renewable for one to three five-year periods. As of August 31, 2016 and 2015, capitalized lease obligations, included in long-term debt, amounted to $4,087,000 and $4,212,000, respectively, inclusive of current portion of $143,000 and $124,000, respectively. The related assets (retail gas stations and convenience stores) as of August 31, 2016 and 2015 amounted to $3,492,000 and $3,732,000, net of accumulated amortization of $1,197,000 and $956,000, respectively. Lease amortization amounting to $241,000, $207,000 and $185,000 for the years ended August 31, 2016, 2015 and 2014, respectively is included in depreciation and amortization expense. Future minimum lease payments as of August 31, 2016 are summarized as follows: Year ended August 31, Capital Operating (in thousands) 2017 $ 713 $ 12,623 2018 713 10,682 2019 677 9,433 2020 641 6,870 2021 622 5,951 Thereafter 7,045 6,975 Total minimum lease payments 10,411 52,534 Less: Minimum sublease rents — — Net minimum lease payments 10,411 $ 52,534 Less: Amount representing interest 6,324 Present value of net minimum lease payments $ 4,087 Net rent expense for operating leases amounted to $13,774,000, $13,728,000 and $13,243,000 for the years ended August 31, 2016, 2015 and 2014, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Aug. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8. Long-Term Debt Amended, Restated and Consolidated Revolving Credit, Term Loan and Security Agreement On October 20, 2015, 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 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 August 31, 2016 and 2015 there were no base rate or euro-rate borrowings outstanding under the facility. Letters of credit totaling $8,753,000 were outstanding at August 31, 2016 and 2015, 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 straight line amortization schedule. 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 in connection with non-ordinary course asset sales, equity issuances and the incurrence of additional debt. Unless assets sold in non-ordinary course transactions were included in the borrowing base for the New Revolving Credit Facility, mandatory prepayments shall be applied first to the repayment of the Term Loan and then the New Revolving Credit Facility. The Credit Agreement also includes customary affirmative and negative covenants, including, among other things, covenants related to the fixed charge coverage ratio, payment of fees, conduct of business, maintenance of existence and assets, payment of indebtedness and the incurrence of additional indebtedness, intercompany obligations, affiliate transactions, amendments to organizational documents, and financial statements. 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 of unamortized net debt discount of $3,600,000 and a write-off of deferred finance costs of $2,171,000. Other Long Term Debt 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 are to be used for general corporate purposes of the Company. A summary of long-term debt is as follows: August 31, 2016 2015 (in thousands) Long-term debt: 10.50% Senior Secured Notes due February 28, 2018, net of unamortized discount of $0 and $3,791, respectively $ — $ 233,459 PNC term loan, LIBOR rate of 3.25% 231,250 — Signature Bank term loan, LIBOR rate of 3.00% 49,100 — Other long-term debt 7,327 7,208 287,677 240,667 Less: Current installments of long-term debt 28,029 1,556 Total long-term debt, less current installments $ 259,648 $ 239,111 The principal amount of long-term debt matures as follows: Year ended August 31, (in thousands) 2017 $ 28,029 2018 27,446 2019 27,391 2020 27,102 2021 132,954 Thereafter 44,755 Total $ 287,677 The following financing costs have been deferred and are being amortized to expense over the term of the related debt: August 31, 2016 2015 (in thousands) Beginning balance $ 9,201 $ 8,881 Current year additions 5,893 320 Total financing costs 15,094 9,201 Less: Deferred financing costs associated with debt retirement 2,171 — Accumulated amortization 7,773 6,534 $ 5,150 $ 2,667 Amortization expense for the fiscal years ended August 31, 2016, 2015 and 2014 amounted to $1,239,000, $1,228,000 and $1,228,000, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Aug. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 9. Employee Benefit Plans The Company sponsors three defined benefit plans and seven defined contribution plans covering substantially all its full-time employees. The benefits under the defined benefit plans are based on each employee’s years of service and compensation. Effective February 1, 2012 benefits under the Company’s defined benefit pension plan for hourly employees were frozen. Additionally, effective August 31, 2010 benefits under the Company’s defined benefit pension plan were frozen for all salaried employees, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company will provide enhanced contributions under its defined contribution 401(k) plan as well as a transition contribution for older employees. The Company’s policy is to contribute the minimum amounts required by the Employee Retirement Income Security Act of 1974 (ERISA), as amended and any additional amounts for strategic financial purposes or to meet other goals relating to plan funded status. The assets of the plans are invested in an investment trust fund and consist of interest-bearing cash, separately managed accounts and bank common/collective trust funds. In addition to the above, the Company provides certain post-retirement healthcare benefits to salaried and certain hourly employees that retired prior to September 1, 2010. These post-retirement benefit plans are unfunded and the costs are paid by the Company from general assets. Net periodic pension and other post-retirement healthcare benefit cost (income) consist of the following components for the years ended August 31, 2016, 2015 and 2014: Pension Benefits Other Post-Retirement Benefits 2016 2015 2014 2016 2015 2014 (in thousands) Service cost $ 674 $ 626 $ 597 $ 435 $ 608 $ 774 Interest cost on benefit obligation 5,424 4,850 5,204 1,554 1,656 2,072 Expected return on plan assets (6,034 ) (6,351 ) (5,569 ) — — — Amortization and deferrals 1,270 724 697 (4,562 ) (3,152 ) (1,860 ) Net periodic benefit cost (income) $ 1,334 $ (151 ) $ 929 $ (2,573 ) $ (888 ) $ 986 The Company adopted ASC 715-30-25 effective August 31, 2007. ASC 715-30-25 requires an employer to recognize the funded status of each of its defined pension and postretirement benefit plans as a net asset or liability in its statement of financial position with an offsetting amount in accumulated other comprehensive income/loss, and to recognize changes in that funded status in the year in which changes occur through comprehensive income/loss. Changes in plan assets and benefit obligation recognized in Other Comprehensive Loss consist of the following for the fiscal years ended August 31, 2016 and 2015 (in thousands): Pension Benefits Other Post-Retirement 2016 2015 2016 2015 Current year actuarial loss/(gain) $ 19,411 $ 15,160 $ 11,403 $ (5,313 ) Amortization of actuarial (loss)/gain (1,270 ) (724 ) (2,789 ) (4,199 ) Current year prior service (credit) / cost (2,277 ) — — — Amortization of prior service credit / (cost) — — 7,351 7,351 Total recognized in other comprehensive loss $ 15,864 $ 14,436 $ 15,965 $ (2,161 ) Total recognized in net periodic benefit cost and other comprehensive loss $ 17,198 $ 14,285 $ 13,392 $ (3,049 ) The following table summarizes the change in benefit obligations and fair values of plan assets for the years ended August 31, 2016 and 2015: Pension Benefits Other Post-Retirement 2016 2015 2016 2015 (in thousands) Change in benefit obligation: Benefit obligation beginning of year $ 124,490 $ 119,209 $ 38,213 $ 43,713 Service cost 674 626 435 608 Interest cost 5,424 4,850 1,554 1,656 Plan amendments (2,277 ) — — — Curtailment — — — — Medicare part D subsidy on benefits paid — — 351 148 Actuarial losses/(gains) 17,799 5,299 11,402 (5,313 ) Benefits paid (5,245 ) (5,494 ) (2,891 ) (2,599 ) Projected benefit obligation end of year 140,865 124,490 49,064 38,213 Change in plan assets: Fair values of plan assets beginning of year 88,614 93,245 — — Actual return on plan assets 4,421 (3,509 ) — — Company contributions 4,756 4,372 2,891 2,599 Benefits paid (5,245 ) (5,494 ) (2,891 ) (2,599 ) Fair values of plan assets end of year 92,546 88,614 — — Unfunded status $ 48,319 $ 35,876 $ 49,064 $ 38,213 Amounts recognized in the balance sheet consist of: Current liability $ — $ — $ 2,849 $ 2,520 Noncurrent liability 48,319 35,876 46,215 35,693 Net amount recognized $ 48,319 $ 35,876 $ 49,064 $ 38,213 Note: For plans with assets less than the accumulated benefit obligation (ABO), the aggregate ABO is $140,865,000 and $124,490,000, while the aggregate asset value is $92,546,000 and $88,614,000 for the years ended August 31, 2016 and 2015, respectively. Amounts recognized in Accumulated Other Comprehensive Loss: Pension Benefits Other Post-Retirement 2016 2015 2016 2015 (in thousands) Accumulated net actuarial loss $ (61,989 ) $ (43,848 ) $ (28,567 ) $ (19,953 ) Accumulated prior service credit 2,277 — 28,020 35,371 Net amount recognized, before tax effect $ (59,712 ) $ (43,848 ) $ (547 ) $ 15,418 The preceding table presents two measures of benefit obligations for the pension plans. Accumulated benefit obligation (ABO) generally measures the value of benefits earned to date. Projected benefit obligation (PBO) also includes the effect of assumed future compensation increases for plans in which benefits for prior service are affected by compensation changes. Each of the three pension plans, whose information is aggregated above, have asset values less than these measures. Plan funding amounts are calculated pursuant to ERISA and Internal Revenue Code rules. The postretirement benefits are not funded. Weighted average assumptions used to determine year end benefit obligations: Pension Benefits Other Post-Retirement 2016 2015 2016 2015 Discount rate 3.36% - 3.52% 4.40% - 4.50% 3.22% 4.15% Rate of compensation increase N/A N/A N/A N/A Health care cost trend Initial trend N/A N/A 9.50% 7.00% Ultimate trend N/A N/A 5.00% 5.00% Year ultimate reached N/A N/A 2025 2025 The discount rate assumptions at August 31, 2016 and 2015 were determined independently for each plan. A yield curve was produced for a universe containing the majority of U.S.-issued Aa-graded corporate bonds, all of which were non-callable (or callable with make-whole provisions). For each plan, the discount rate was developed as the level equivalent rate that would produce the same present value as that using spot rates aligned with the projected benefit payments. Weighted average assumptions used to determine net periodic costs: Pension Benefits Other Post-Retirement 2016 2015 2016 2015 Discount rate 4.00% - 4.50% 4.00% - 4.20% 4.15% 3.85% Expected return on plan assets 5.00% - 7.00% 5.00% - 7.00% N/A N/A Rate of compensation increase N/A N/A N/A N/A Health care cost trend Initial trend N/A N/A 7.00% 7.00% Ultimate trend N/A N/A 5.00% 5.00% Year ultimate reached N/A N/A 2025 2025 For measurement purposes, the assumed annual rate of increase in the per capita cost of covered medical and dental benefits was 7.00% and 7.00% for 2016 and 2015, respectively. The rates were assumed to decrease gradually to 5% for medical benefits until 2025 and remain at that level thereafter. The healthcare cost trend rate assumption has a significant effect on the amounts reported. To illustrate, a 1 percentage point change in the assumed healthcare cost trend rate would have the following effects: 1% Point 1% Point (in thousands) Effect on total of service and interest cost components $ 25 $ (28 ) Effect on post-retirement benefit obligation $ 1,988 $ (1,757 ) The expected return on plan assets is a long-term assumption established by considering historical and anticipated returns of the asset classes invested in by the pension plans and the allocation strategy currently in place among those classes. A reconciliation of the above accrued benefit costs to the consolidated amounts reported on the Company’s Consolidated Balance Sheets follows: August 31, 2016 2015 (in thousands) Accrued pension benefits $ 48,319 $ 35,876 Accrued other post-retirement benefits 49,064 38,213 97,383 74,089 Current portion of above benefits, included in payrolls and benefits in accrued liabilities (2,849 ) (2,520 ) Supplemental pension and other deferred compensation benefits 252 231 Deferred retirement benefits $ 94,786 $ 71,800 Fair Value of Plan Assets Our Defined Benefit plans’ assets fall into any of three fair value classifications as defined in ASC 820-10. Level 1 assets are valued based on observable prices for identical assets in active markets such as national security exchanges. Level 2 assets are valued based on a) quoted prices of similar assets in active markets, b) quoted prices for similar assets in inactive markets, c) other than quoted prices that are observable for the asset, or d) values that are derived principally from or corroborated by observable market data by correlation or other means. There are no Level 2 or 3 assets held by the plans as defined by ASC 820-10. The fair value of our plan assets as of August 31, 2016 and 2015 is as follows (in thousands): Asset Category August 31, 2016 Level 1 Cash Equivalents $ 382 $ 382 Mutual Funds 62,829 62,829 Equities 29,335 29,335 Total $ 92,546 $ 92,546 Asset Category August 31, 2015 Level 1 Cash Equivalents $ 222 $ 222 Mutual Funds 57,364 57,364 Equities 31,028 31,028 Total $ 88,614 $ 88,614 The pension plans weighted-average target allocation for the year ended August 31, 2016 and strategic asset allocation matrix as of August 31, 2016 and 2015 are as follows: Target Plan Assets 8/31 Asset Category 2016 2016 2015 Equity Securities 50 - 75 % 62 % 67 % Debt Securities 20 - 50 % 29 % 25 % Alternative Investments 0 - 15 % 7 % 7 % Cash/Cash Equivalents 0 - 10 % 2 % 1 % 100 % 100 % The investment policy for the plans is formulated by the Company’s Pension Plan Committee (the “Committee”). The Committee is responsible for adopting and maintaining the investment policy, managing the investment of plan assets and ensuring that the plans’ investment program is in compliance with all provisions of ERISA, as well as the appointment of any investment manager who is responsible for implementing the plans’ investment process. In drafting a strategic asset allocation policy, the primary objective is to invest assets in a prudent manner to meet the obligations of the plans to the Company’s employees, their spouses and other beneficiaries, when the obligations come due. The stability and improvement of the plans’ funded status is based on the various reasons for which money is funded. Other factors that are considered include the characteristics of the plans’ liabilities and risk-taking preferences. The asset classes used by the plan are the United States equity market, the international equity market, the United States fixed income or bond market and cash or cash equivalents. Plan assets are diversified to minimize the risk of large losses. Cash flow requirements are coordinated with the custodian trustees and the investment manager to minimize market timing effects. The asset allocation guidelines call for a maximum and minimum range for each broad asset class as noted above. The target strategic asset allocation and ranges established under the asset allocation represents a long-term perspective. The Committee will rebalance assets to ensure that divergences outside of the permissible allocation ranges are minimal and brief as possible. The net of investment manager fee asset return objective is to achieve a return earned by passively managed market index funds, weighted in the proportions identified in the strategic asset allocation matrix. Each investment manager is expected to perform in the top one-third of funds having similar objectives over a full market cycle. The investment policy is reviewed by the Committee at least annually and confirmed or amended as needed. Under ASC 715-30-25, the transition obligation, prior service costs, and actuarial (gains)/losses are recognized in Accumulated Other Comprehensive Income/Loss each August 31 or any interim measurement date, while amortization of these amounts through net periodic benefit cost will occur in accordance with ASC 715-30 and ASC 715-60. The estimated amounts that will be amortized in 2017 are as follow: Estimated 2017 Amortization Pension Other Post-Retirement (in thousands) Prior service cost (credit) amortization $ (270 ) $ (7,351 ) Net loss amortization 1,978 4,590 Total $ 1,708 $ (2,761 ) The following contributions and benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Pension Other Post-Retirement Benefits Employer Contributions Gross (Subsidy receipts) (in thousands) FYE 8/31/2017 (expected) $ 3,050 $ 2,541 $ (301 ) Expected Benefit Payments for FYE 8/31 2017 $ 6,169 $ 2,894 $ (301 ) 2018 6,538 3,009 (348 ) 2019 6,804 3,215 (395 ) 2020 7,187 3,486 (439 ) 2021 7,481 3,705 (481 ) 2022 - 2026 39,713 18,491 (3,204 ) The pension plan contributions are deposited into a trust, and the pension plan benefit payments are made from trust assets. For the postretirement benefit plan, the contributions and the benefit payments are the same and represent expected benefit amounts, which are paid from general assets. The Company’s postretirement benefit plan is affected by The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”). Beginning in 2006, the Act provides a Federal subsidy payment to companies providing benefit plans that meet certain criteria regarding their generosity. The Company expects to receive those subsidy payments. The Company has accounted for the Act in accordance with ASC 715-60-05-8, which requires, in the Company’s case, recognition on August 31, 2004. The benefit obligation as of that date reflects the effect of the federal subsidy, and this amount is identified in the table reconciling the change in benefit obligation above. The estimated effect of the subsidy on cash flow is shown in the accompanying table of expected benefit payments above. The expected subsidy reduced net periodic postretirement benefit cost by $5,168,000, as compared with the amount calculated without considering the effects of the subsidy. The Company also contributes to voluntary employee savings plans through regular monthly contributions equal to various percentages of the amounts invested by the participants. The Company’s contributions to these plans amounted to $2,796,000, $2,767,000 and $2,752,000 for the years ended August 31, 2016, 2015 and 2014, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Income tax expense consists of: Year Ended August 31, 2016 2015 2014 (in thousands) Current: Federal $ (4,328 ) $ 25,298 $ 20,431 State 2,127 599 4,619 (2,201 ) 25,897 25,050 Deferred: Federal 43 16,671 14,453 State (1,463 ) 2,909 4,323 (1,420 ) 19,580 18,776 $ (3,621 ) $ 45,477 $ 43,826 Reconciliation of the differences between income taxes computed at the Federal statutory rate and the provision for income taxes attributable to income before income tax expense is as follows: Year Ended August 31, 2016 2015 2014 (in thousands) U. S. federal income taxes at the statutory rate $ (3,430 ) $ 44,649 $ 40,243 State income taxes, net of Federal benefit 415 2,245 5,758 Domestic production activity deduction (274 ) (1,225 ) (2,068 ) Permanent items 533 538 405 Employment credits (872 ) (703 ) (845 ) Other 7 (27 ) 333 Income tax expense $ (3,621 ) $ 45,477 $ 43,826 Deferred income tax liabilities (assets) are comprised of the following: August 31, 2016 2015 (in thousands) Accounts receivable allowance $ (305 ) $ (348 ) Inventory valuation (1,103 ) — Accrued liabilities (42,047 ) (32,052 ) State net operating loss carryforwards (11,772 ) (7,695 ) Federal tax credits and carryforwards (449 ) — Deferred income tax assets (55,676 ) (40,095 ) Inventory valuation — 6,911 Property, plant and equipment 91,804 87,765 Valuation allowance 7,353 2,577 Other 4,692 4,585 Deferred income tax liabilities 103,849 101,838 Net deferred income tax liability $ 48,173 $ 61,743 The Company’s results of operations are included in the consolidated Federal tax return of the Parent, See Note 13 to “Consolidated Financial Statements”. The Company has no Federal net operating loss carryforwards for regular tax purposes. For state purposes, two entities have Pennsylvania net operating loss carry forwards of $128,000,000 and $39,000,000, respectively, which will expire between fiscal year 2023 and 2036. Pennsylvania limits the amount of net operating loss carry forwards which can be used to offset Pennsylvania taxable income to the greater of $5,000,000 or 30% of Pennsylvania taxable income prior to the net operating loss deduction. Due to these limitations, the Company has recognized valuation allowances, net of a federal benefit, of $7,353,000 and $2,577,000 at August 31, 2016 and 2015, respectively, for Pennsylvania net operating loss carry forwards not anticipated to be realized before expiration. |
Disclosures About Fair Value of
Disclosures About Fair Value of Financial Instruments | 12 Months Ended |
Aug. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Disclosures About Fair Value of Financial Instruments | 11. Disclosures About Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value. The carrying amount of cash and cash equivalents, trade accounts receivable, the revolving credit facility and current liabilities approximate fair value because of the short maturity of these instruments. Derivative financial instruments are recorded at fair value using significant other observable inputs (Level 2). The fair value of long-term debt (See Note 8 to “Consolidated Financial Statements”) was determined using the fair market value of the individual debt instruments. As of August 31, 2016, the carrying amount and estimated fair value of these debt instruments approximated $287,677,000 and $287,457,000, respectively. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Aug. 31, 2016 | |
Equity [Abstract] | |
Stockholder's Equity | 12. Stockholder’s Equity On July 26, 2013, the Board of Directors of the Company and the Company’s sole stockholder, URI, approved, and the Company filed with the Secretary of State of the Commonwealth of Pennsylvania, an Amended and Restated Articles of Incorporation of the Company (the “Amendment”). Pursuant to the Amendment, the capital stock of the Company was increased from 100 to 50,100, of which 50,000 were designated as preferred stock. Out of the preferred stock, the Board of Directors created the 6% Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) and the Amendment included the designations of the rights and preferences of such series. Among other things, the Series A Preferred Stock, of which the Company is authorized to issue a maximum of 25,000, carry the following rights: • The Series A Preferred Stock rank: (i) senior to the Company’s common stock; (ii) senior to all other classes of equity securities other than preferred stock which by their terms do not rank senior to the Series A Preferred Stock; and (iii) on parity with any other series of the Company’s preferred stock that does not provide it ranks junior to the Series A Preferred Stock; • The Series A Preferred Stock shall receive dividends at a rate of 6.00% of the Stated Value (which is $10,000) per share per annum; • The Series A Preferred Stock shall have no voting rights unless otherwise required by law, except in limited circumstances relating to amendments to URC’s certificate of incorporation or amendments to the rights and preferences of the Series A Preferred Stock; • In the event dividends have not been paid in the aggregate amount payable for six or more Dividends Periods, holders of the Series A Preferred Stock shall be entitled to elect two directors to the Board of Directors, who shall remain directors until all accumulated and unpaid dividends on the Series A Preferred Stock have been paid in full or set aside for payment. Upon the payment or set aside of such dividends, the term of office of the directors appointed by the holders of the Series A Preferred Stock shall terminate and the size of the Board of Directors shall automatically decrease by two; and • The Series A Preferred Stock are perpetual and have no maturity date. However, the Company may, at its option, redeem shares of the Series A Preferred Stock, in whole or in part, on any Dividend Repayment Date on or after July 26, 2023 at a price of $10,000 per share plus accrued and unpaid dividends. On July 26, 2013, the Company issued 14,116.375 shares of Series A $1,000 par value per share to United Refining, Inc., its parent. The proceeds from the issuance in the amount of $141,163,750 were used to redeem $127,750,000 of the Company’s Senior Secured Notes due 2018, which redemption occurred on August 30, 2013. In accordance with the Indenture governing the Senior Secured Notes due 2018, the Company obtained an opinion concerning the fairness from a financial point of view of the issuance of the Series A Preferred Stock to URI. |
Transactions with Affiliated Co
Transactions with Affiliated Companies | 12 Months Ended |
Aug. 31, 2016 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliated Companies | 13. Transactions with Affiliated Companies On December 21, 2001, the Company acquired the operations and working capital assets of Country Fair. The fixed assets of Country Fair were acquired by related entities controlled by John A. Catsimatidis, the indirect sole shareholder of the Company. These assets are being leased to the Company at an annual aggregate rental fee which management, based on an independent third party valuation, believes is fair, over a period ranging from 10 to 20 years. During the fiscal years ended August 31, 2016, 2015 and 2014, $5,365,000, $5,360,000 and $5,360,000 of rent payments were made to these related entities. The Company is not a guarantor on the underlying mortgages on the properties. Concurrent with the above acquisition of Country Fair, the Company entered into a management agreement with a non-subsidiary affiliate to operate and manage 10 of the retail units owned by the non-subsidiary affiliate on a turn-key basis. For the years ended August 31, 2016, 2015 and 2014, the Company billed the affiliate $1,324,000, $1,301,000 and $1,207,000 for management fees and overhead expenses incurred in the management and operation of the retail units which amount was deducted from expenses. As of August 31, 2016 and 2015, the Company had a (receivable) payable to the affiliate of $(4,000) and $296,000, respectively, under the terms of the agreement, which is included in Amounts Due To/From Affiliated Companies, Net. On September 29, 2000, the Company sold 42 retail units to an affiliate for $23,870,000. Concurrent with this asset sale, the Company terminated the leases on 8 additional retail locations which it had previously leased from a non-subsidiary affiliate. The Company has entered into a management agreement with the non-subsidiary affiliate to operate and manage the retail units owned by the non-subsidiary affiliate on a turnkey basis. For the years ended August 31, 2016, 2015 and 2014, the Company billed the affiliate $2,123,000, $2,325,000 and $2,165,000, respectively, for management fees and overhead expenses incurred in the management and operation of 51 retail units, which amount was deducted from expenses. For the fiscal years ended August 31, 2016, 2015 and 2014, net sales to the affiliate amounted to $92,892,000, $131,326,000 and $191,828,000, respectively. As of August 31, 2016 and 2015, the Company had a payable to the affiliate of $598,000 and $1,106,000, respectively, under the terms of the agreement, which is included in Amounts Due To/From Affiliated Companies, net. The Company paid a service fee relating to certain costs incurred by its Parent for the Company’s New York office. During the years ended August 31, 2016, 2015 and 2014, such fees amounted to approximately $2,400,000, $2,000,000, and $2,000,000, respectively, which is included in Selling, General and Administrative Expenses. At August 31, 2016, the Company had a payable to the Parent concerning these fees of $100,000. The Company joins with the Parent and the Parent’s other subsidiaries in filing a Federal income tax return on a consolidated basis. Income taxes are calculated on a separate return basis with consideration of the Tax Sharing Agreement between the Parent and its subsidiaries. Amounts related to the Tax Sharing Agreement for the utilization by the Company of certain tax attributes of the Parent and other subsidiaries related to the tax years ended August 31, 2016, 2015 and 2014 amounted to $470,000, $36,000 and $(3,034,000), respectively and have been recorded as a capital contribution (distribution). As of August 31, 2016 and 2015, the Company had a receivable from the Parent of $0 and $2,500,000, respectively, under the terms of the Tax Sharing Agreement. During the years ended August 31, 2016, 2015 and 2014, the Company incurred $401,000, $420,000 and $420,000, respectively, as its share of occupancy expenses for its offices in New York that it shares with affiliates of the Company. Such offices are located in a building owned by John A. Catsimatidis. On July 26, 2013, the Company issued and sold to URI, its sole stockholder and parent, 14,116.375 shares of the Series A Preferred Stock for an aggregate purchase price of $141,163,750 in accordance with the terms and provisions of a Subscription Agreement by and between the Company and URI. The Subscription Agreement contained customary representations and warranties concerning the acquisition of the Series A Preferred Stock by URI and restrictions on the transfer of the Series A Preferred Stock. See Note 12, Stockholders’ Equity, for a description of the terms of the Series A Preferred Stock. During the years ended August 31, 2016, 2015 and 2014 the Company made $1,456,000, $1,270,000 and $1,158,000, respectively, of rent payments to related entities for the lease of convenience stores and other buildings owned by affiliates. During the years ended August 31, 2016, 2015 and 2014, the Company paid $4,662,000, $4,774,000 and $4,399,000, respectively, to a related captive insurance company (“Captive”). The Captive was established in fiscal 2014 and will provide the Company with a primary layer of worker’s compensation, general liability and automobile liability insurance. The insurance is supplemented by additional excess insurance policies secured directly from third party insurers. During the years ended August 31, 2016 and 2015, the Company made payments to an insurance company for two of its affiliates totaling $254,000 and $283,000, respectively. These payments were reimbursed by the affiliate during the year ended August 31, 2016. The Company receives engineering services from a subsidiary of our Parent company to assist with the construction of its biodiesel facility in Brooklyn, New York. During the fiscal years ended August 31, 2016 and 2015 the Company paid $589,000 and $349,000 to this entity for such services. At August 31, 2016, the Company had a payable to the Parent subsidiary of $35,000. |
Environmental Matters and Other
Environmental Matters and Other Contingencies | 12 Months Ended |
Aug. 31, 2016 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Matters and Other Contingencies | 14. Environmental Matters and Other Contingencies The Company is subject to federal, state and local laws and regulations relating to pollution and protection of the environment such as those governing releases of certain materials into the environment and the storage, treatment, transportation, disposal and clean-up of wastes, including, but not limited to, the Federal Clean Water Act, as amended, the Clean Air Act, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and analogous state and local laws and regulations. Due to the nature of the Company’s business, the Company is and will continue to be subject to various environmental claims, legal actions and actions by regulatory authorities. In the opinion of management, all current matters are without merit or are of such kind or involve such amounts that an unfavorable disposition would not have a material adverse effect on the consolidated financial condition or operations of the Company. The management of the Company believes that remediation and related environmental response costs incurred during the normal course of business, including contractual obligations as well as activities required under applicable law and regulation, will not have a material adverse effect on its consolidated financial condition or operations. In addition to the foregoing proceedings, the Company and its subsidiaries are parties to various legal proceedings that arise in the ordinary course of their respective business operations. In the opinion of management, all such matters are adequately covered by insurance, or if not so covered, are without merit or are of such kind, or involve such amounts that unfavorable dispositions would not have a material adverse effect on the consolidated financial position or results of operations of the Company. The Company also closely monitors all climate change and Greenhouse Gas (“GHG”) legislation, better known as Cap and Trade as well as fuels mandates requiring the increased use of renewable resources in motor fuel. The Company believes, however, that implementation of reasonable, incremental changes over time will not have a material adverse effect on the Company’s consolidated financial position or operations. The ultimate cost of GHG reduction mandates and their effect on our business are, however, unknown until implementing regulations are available. Similarly, the costs of compliance with renewable fuels mandates in the future remains unknown until a final regulatory structure has been adopted. |
Segments of Business
Segments of Business | 12 Months Ended |
Aug. 31, 2016 | |
Segment Reporting [Abstract] | |
Segments of Business | 15. Segments of Business 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 accounting policies of the reportable segments are the same as those described in Footnote 1 to Consolidated Financial Statements. 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 table. Year Ended August 31, 2016 2015 2014 (in thousands) Net Sales Retail $ 1,119,584 $ 1,347,291 $ 1,688,467 Wholesale 967,041 1,369,428 1,750,751 $ 2,086,625 $ 2,716,719 $ 3,439,218 Intersegment Sales Wholesale $ 388,860 $ 566,853 $ 875,264 Operating Income Retail $ 4,287 $ 32,362 $ 14,502 Wholesale 21,296 125,683 129,675 $ 25,583 $ 158,045 $ 144,177 Depreciation and Amortization Retail $ 8,228 $ 7,288 $ 6,566 Wholesale 39,547 34,266 25,238 $ 47,775 $ 41,554 $ 31,804 Capital Expenditures (including non-cash portion) Retail $ 22,759 $ 13,635 $ 11,271 Wholesale 59,097 38,219 38,234 $ 81,856 $ 51,854 $ 49,505 August 31, 2016 2015 Total Assets Retail $ 191,063 $ 178,200 Wholesale 688,654 707,266 $ 879,717 $ 885,466 |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Aug. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | 16. Quarterly Financial Data (unaudited) Net Sales Operating Net Income (in thousands) 2016 First Quarter $ 574,941 $ 15,878 $ (5,612 ) Second Quarter 438,374 (35,769 ) (25,596 ) Third Quarter 497,982 46,685 27,741 Fourth Quarter 575,328 (1,211 ) (2,895 ) 2015 First Quarter $ 824,697 $ 36,139 $ 17,614 Second Quarter 580,904 10,792 1,603 Third Quarter 602,877 64,454 34,707 Fourth Quarter 708,241 46,660 28,127 During the first quarter fiscal 2016, the Company refinanced its debt and incurred a loss on extinguishment of debt in the amount of $19,316. |
Put and Call Option Agreement
Put and Call Option Agreement | 12 Months Ended |
Aug. 31, 2016 | |
Text Block [Abstract] | |
Put and Call Option Agreement | 17. Put and Call Option Agreement On April 8, 2015 (the “Execution Date”), the Company entered into a Put and Call Option Agreement with each of Enbridge Energy Limited Partnership (“Enbridge LP”) and Enbridge Pipelines Inc. (“Enbridge Inc.” and, together with Enbridge LP, the “Carriers”). The Put and Call Option Agreement entered into with Enbridge LP (the “U.S. Agreement”) is substantially similar to the Put and Call Option Agreement entered into with Enbridge Inc. (the “Canadian Agreement” and, together with the U.S. Agreement, the “Put and Call Agreement”). The Put and Call Agreement was contemplated in that certain Letter Agreement, originally executed on July 31, 2014 and last amended on April 8, 2015 (the “Letter Agreement”), between the Company and the Carriers relating to approximately 88.85 miles of pipeline owned by the Carriers, which transports crude oil from Canada to the Company’s Kiantone Pipeline in West Seneca, New York, and serves the Company’s refinery in Warren, Pennsylvania (“Line 10”). The Letter Agreement related to the parties’ agreement concerning funding certain integrity and replacement costs for Line 10. The Carriers own the pipeline facilities generally identified as Line 10, including real property interests through and under which Line 10 passes, the Carriers’ assignable permits related to the ownership and operation of Line 10, as well as personal property, contract rights, records and incidental rights held solely in connection with Line 10 (collectively, the “Assets”). Pursuant to the Letter Agreement, the Company agreed to fund certain integrity costs necessary to maintain Line 10 (the “Integrity Costs”). Pursuant to the Letter Agreement, the Carriers agreed to reconcile their actual expenses for the integrity maintenance and refund any excess payments made by the Company. The parties agreed to apply any credit to the Company as a result of such reconciliation to amounts owed by the Company for Subsequent Year Pipe Replacement Costs (as defined below). For each subsequent calendar year through the earlier of the expiration or closing of the purchase rights granted to the Company pursuant to the Put and Call Agreement, the Carriers will provide the Company with an invoice for the Integrity Costs for such calendar year (“Subsequent Year Integrity Costs”). The Carriers’ actual expenses with respect to the integrity maintenance and pipe replacement will be reconciled against the Subsequent Year Integrity and Pipe Replacement Costs. In addition, the Company agreed to pay for half the cost of replacing certain portions of Line 10 in accordance with a plan agreed to between the Company Parties and the Carriers. The Company will pay 50% of the estimated expenses of the replacement project for each segment of Line 10 to be replaced (the “Replacement Costs”) within 30 days of its receipt of an invoice for the same, along with a project management fee of 2 1 / 4 %. Each Carrier will initially fund the remaining 50% of the Replacement Costs during construction, provided that the Company will reimburse the Carriers for their actual cost of funds during the construction process. Once construction is complete and each replaced segment of Line 10 is put into service, and assuming the Company has not exercised its rights to purchase Line 10 pursuant to the Put and Call Agreement, the Company will repay the Carriers the 50% of the Replacement Costs they funded over a 10-year period. Pursuant to the Put and Call Agreement, the Carriers granted the Company a right (the “Call Option”) to purchase all of the Assets and the Company granted the Carriers the right to put all the Assets to the Company (the “Put Option” and, together with the Call Option, the “Purchase Options”) subject to the terms and conditions of the Put and Call Agreement. The Carrier’s Put Option is exercisable beginning on the date that is the earlier of (a) January 1, 2026 and (b) the date that is 30 days after the latest of (i) the date on which the Carriers give notice that the Line 10 replacement work performed pursuant to the Letter Agreement is sufficiently completed (as contemplated in the Call and Put Agreement) and (ii) the ninth (9 th ) anniversary of the Execution Date (the “Put Option Commencement Date”). The Put Option terminates on the date that is 24 months after either (a) the Put Option Commencement Date if such date is the first of a month or (b) the first day of the calendar month immediately following the Put Option Commencement Date if it is not the first day of the month (the “Put/Call Option Expiry Date”). The Company’s Call Option is exercisable at any time beginning on the Execution Date and ending on the Put/Call Option Expiry Date. The purchase price of the Assets (the “Purchase Price”) shall be calculated as follows: the sum of (a) 70% of the book value of the Assets as of July 31, 2014 minus annual depreciation, (b) 100% of total replacement costs for any segment replacements on the Pipeline commenced by the Carrier, whether completed or ongoing on the date of Asset sale is consummated (the “Closing Date”), minus any of such expenses paid by the Company and (c) 100% of the total regulatory requirements costs for any regulatory work commenced by the Carrier, whether completed or ongoing at the Closing Date, minus any of such expenses paid by the Company. The Purchase Price shall be subject to adjustment pursuant to the Put and Call Agreement with respect to certain work ongoing at the Closing Date. Among other customary conditions to closing, Carrier’s obligation to close the sale of the Assets is conditioned on the Company’s payment of all obligations outstanding pursuant to the Put and Call Agreement and the Letter Agreement. In addition, the sale of Assets pursuant to the U.S. Agreement shall close concurrently with the sale of the Assets pursuant to the Canadian Agreement. The Company and the Carrier agreed that certain work must be undertaken in order to carve out portions of Line 10 in Canada from the Enbridge mainline system and allow it to operate independently. In the event any work is required to similarly separate the U.S. portion of Line 10 from the Enbridge mainline system (the “Carve-Out Work”), a plan to perform such Carve-Out Work that would result in expenses greater than $38.5 million will require the approval of the Company. In the event any of the maintenance, regulatory requirement, or replacement work contemplated in the Letter Agreement or the Put and Call Agreement (collectively, the “Work”) is outstanding at the Closing Date, concurrently with the closing of the Asset sale, the Company and the Carriers will enter into an operating agreement (the “Operating Agreement”) pursuant to which the Carriers will provide certain operational and administrative services (the “Services”) while the Work is ongoing and complete such Work. As payment for the Services and completion of the Work, the Carriers shall be: (i) reimbursed for all expenses of providing the Services, (ii) paid a fixed fee on an annual basis, which shall be subject to a 2% increase for each successive year following the first year of the Operating Agreement, and (iii) paid for all expenses of the Work not previously paid, as well as a 2.25% construction management fee. The Put and Call Agreement may be terminated by the mutual consent of the Company and the Carriers and shall automatically terminate if neither Purchase Option is exercised prior to the Put/Call Option Expiry Date. Moreover, either the Company or a Carrier may terminate the Put and Call Agreement if a closing of the Asset sale shall not have occurred on or before December 31, 2028 assuming the terminating party is not then in breach of the Put and Call Agreement and if a party has breached a representation, such breach has not been cured within the time periods allotted by the Put and Call Agreement. Finally, the Company may terminate the Put and Call Agreement by notifying the Carriers to cease the replacement work contemplated in the Letter Agreement. The Company 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 l0 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 August 31, 2016 the Company or the Carrier have not exercised their rights under the Put and Call Agreement. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Aug. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 18. Legal Proceedings The Company and its subsidiaries are from time to time parties to various legal proceedings that arise in the ordinary course of their respective business operations. These proceedings include various administrative actions relating to federal, state and local environmental laws and regulations as well as civil matters before various courts seeking money damages. The Company believes that if the legal proceedings in which it is currently involved were determined against the Company, there would be no material adverse effect on the Company’s operations or its consolidated financial condition. In the opinion of management, all such matters are adequately covered by insurance, or if not so covered, are without merit or are of such kind, or involve such amounts that an unfavorable disposition would not have a material adverse effect on the consolidated operations or financial position of the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On October 20, 2016, Kwik-Fil, Inc. (as Borrower) and United Refining Company of Pennsylvania (as Fee Owner), entered into a loan agreement with a bank in the amount of $25,000,000 which matures on October 20, 2023. 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 greater of the Fixed Rate or 4.25% per annum. Under the terms of the agreement, the Company will make 83 monthly principal installments of approximately $83,000 with the remaining principal balance due on October 20, 2023. 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 are to be used for general corporate purposes of the Company. The Company has reached an early settlement agreement with its refinery employees represented by the International Union of Operating Engineers, Local 95. The contract is effective February 1, 2017 and expires February 1, 2022. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Aug. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | UNITED REFINING COMPANY AND SUBSIDIARIES SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in thousands) Description Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End Of Period Year ended August 31, 2014: Reserves and allowances deducted from asset accounts: Allowance for uncollectible Accounts $ 1,800 $ 1,050 $ (1,780 ) $ 1,070 Year ended August 31, 2015: Reserves and allowances deducted from asset accounts: Allowance for uncollectible Accounts $ 1,070 $ 750 $ (970 ) $ 850 Year ended August 31, 2016: Reserves and allowances deducted from asset accounts: Allowance for uncollectible Accounts $ 850 $ 390 $ (490 ) $ 750 |
Description of Business and S29
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 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 and its subsidiaries (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. (“URI”), a wholly-owned subsidiary of United Acquisition Corp., which in turn is a wholly-owned subsidiary of Red Apple Group, Inc. (the “Parent”). |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investment securities with maturities of three months or less at date of acquisition to be cash equivalents. |
Short-Term Investments | Short-Term Investments The Company holds a certificate of deposit at a bank with a maturity date of six months. |
Derivative Instruments | Derivative Instruments From time to time the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, historically crude oil option contracts (puts) and crackspread option contracts have been used to hedge the volatility of these items. The Company does not enter such contracts for speculative purposes. The Company accounts for changes in the fair value of its contracts by marking them to market and recognizing any resulting gains or losses in its Statement of Operations. The Company includes the carrying amounts of the contracts in derivative liability in its Consolidated Balance Sheet. At August 31, 2016, the Company had no derivative instruments outstanding as part of its risk management strategy. For the fiscal years ended August 31, 2016, 2015 and 2014 the Company recognized $0 of losses in costs and expenses in its Consolidated Statements of Operations. |
Inventories and Exchanges | Inventories and Exchanges Inventories are stated at the lower of cost or market (LCM), with cost being determined under the Last-in, First-out (LIFO) method for crude oil and petroleum product inventories and the First-in, First-out (FIFO) method for merchandise. Supply inventories are stated at either the LCM or replacement cost and include various parts for the refinery operations. If the cost of inventories exceeds their market value, provisions are made currently for the difference between the cost and the market value. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost and depreciated by the straight-line method over the respective estimated useful lives. Routine current maintenance, repairs and replacement costs are charged against income. Expenditures which materially increase values, expand capacities or extend useful lives are capitalized. A summary of the principal useful lives used in computing depreciation expense is as follows: Estimated Useful Refining 20-30 Retail Marketing 15-30 Pipeline Transportation 20-30 |
Leases | Leases The Company leases land, buildings, and equipment under long-term operating and capital leases and accounts for the leases in accordance with ASC 360-10-30-8. Lease expense for operating leases is recognized on a straight-line basis over the expected lease term. The lease term begins on the date the Company has the right to control the use of the leased property pursuant to the terms of the lease. |
Deferred Integrity and Replacement Costs | Deferred Integrity and Replacement Costs The Company and Kiantone Pipeline Corporation, a subsidiary of the Company, and Enbridge Energy Limited Partnership (“EELP”) and Enbridge Pipelines, Inc. (“EPI” and, together with EELP, the “Carriers”), entered into a letter agreement dated July 31, 2014, as amended, (the “Letter Agreement”) with respect to a pipeline (“Line 10”) owned by the Carriers, which transports crude oil from Canada to the Company’s Kiantone Pipeline. Pursuant to the Letter Agreement, the Company agreed to fund certain integrity costs necessary to maintain Line 10, and agreed to pay for half the cost of replacing certain portions of Line 10. The integrity and replacement costs, are deferred when incurred and amortized on a straight-line basis over the period of benefit, which is approximately 11 years. As of August 31, 2016 and 2015, net deferred integrity and replacement costs amounted to $112,892,000 and $58,634,000, respectively. Amortization expense of $12,286,000, $6,282,000 and $524,000 is included in depreciation and amortization for the fiscal years ended August 31, 2016, 2015 and 2014, respectively. |
Deferred Maintenance Turnarounds | Deferred Maintenance Turnarounds The cost of maintenance turnarounds, which consist of complete shutdown and inspection of significant units of the refinery at intervals of three or more years for necessary repairs and replacements, are deferred when incurred and amortized on a straight-line basis over the period of benefit, which ranges from 3 to 10 years. As of August 31, 2016 and 2015, deferred turnaround costs included in Deferred Turnaround Costs and Other Assets, amounted to $17,280,000 and $28,489,000, which are net of accumulated amortization of $32,981,000 and $20,888,000, respectively. Amortization expense included in depreciation and amortization for the fiscal years ended August 31, 2016, 2015 and 2014 amounted to $12,724,000, $14,479,000 and $11,319,000, respectively. |
Amortizable Intangible Assets | Amortizable Intangible Assets The Company amortizes identifiable intangible assets such as brand names, non-compete agreements, leasehold covenants and deed restrictions on a straight-line basis over their estimated useful lives which range from 5 to 25 years. |
Revenue Recognition | Revenue Recognition Revenues for products sold by the wholesale segment are recorded upon delivery of the products to our customers, at which time title to those products is transferred and when payment has either been received or collection is reasonably assured. At no point do we recognize revenue from the sale of products prior to the transfer of its title. Title to product is transferred to the customer at the shipping point, under pre-determined contracts for sale at agreed upon or posted prices to customers of which collectability is reasonably assured. Revenues for products sold by the retail segment are recognized immediately upon sale to the customer. Included in Net Sales and Costs of Goods Sold are consumer excise taxes of $245,843,000, $246,636,000 and $238,332,000 for the years ended August 31, 2016, 2015 and 2014, respectively. |
Cost Classifications | Cost Classifications Our Costs of Goods Sold (which excludes depreciation and amortization) include Refining Cost of Products Sold and related Refining Operating expenses. Refining Cost of Products Sold includes cost of crude oil, other feedstocks, blendstocks, the cost of purchased finished products, transportation costs and distribution costs. Retail Cost of Products Sold include cost for motor fuels and for merchandise. Motor fuel cost of products sold represents net cost for purchased fuel. Merchandise cost of products sold includes merchandise purchases, net of merchandise rebates and inventory shrinkage. Wholesale cost of products sold includes the cost of fuel and lubricants, transportation and distribution costs and labor. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s results of operations are included in the consolidated Federal income tax return of the Parent and separately in various state jurisdictions. Income taxes are calculated on a separate return basis with consideration of the Tax Sharing Agreement between the Parent and its subsidiaries. With few exceptions, the Company is no longer subject to income tax examinations by U.S. federal, state or local tax authorities for years before fiscal 2012. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax positions as a component of interest expense, net and other, net, respectively. No amounts of such expenses are currently accrued. |
Post-Retirement Healthcare and Pension Benefits | Post-Retirement Healthcare and Pension Benefits The Company provides post-retirement healthcare benefits to salaried and certain hourly employees that retired prior to September 1, 2010. The benefits provided are hospitalization and medical coverage for the employee and spouse until age 65. Benefits continue until the death of the retiree, which results in the termination of benefits for all dependent coverage. If an employee leaves the Company as a terminated vested member of a pension plan prior to normal retirement age, the person is not entitled to any post-retirement healthcare benefits. Benefits payable under this program are secondary to any benefits provided by Medicare or any other governmental programs. In June 2010, the Company announced changes to the healthcare and pension plans provided to salaried employees. Effective September 1, 2010, postretirement medical benefits for new hires and active salaried employees retiring after September 1, 2010 were eliminated. Additionally, effective January 1, 2011, deductibles and co-payments were added to the medical benefits plan for all active and retired employees. For salaried employees meeting certain age and service requirements, the Company contributes a defined dollar amount towards the cost of retiree healthcare based upon the employee’s length of service. Similarly, effective August 31, 2010, benefits under the Company’s defined benefit pension plan were frozen for all salaried employees, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company will provide an enhanced contribution under its defined contribution 401(k) plan as well as a transition contribution for older employees. The changes made for the salary group described above were also incorporated into the collective bargaining agreement reached with the International Union of Operating Engineers, Local No.95 effective February 1, 2012. The Company accrues post-retirement benefits other than pensions, during the years that the employee renders the necessary service, of the expected cost of providing those benefits to an employee and the employee’s beneficiaries and covered dependents. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company records an allowance for doubtful accounts based on specifically identified amounts that we believe to be uncollectible. The Company also recorded additional allowances based on historical collection experience and its assessment of the general financial conditions affecting the customer base. Senior management reviews accounts receivable on a weekly basis to determine if any receivables will potentially be uncollectible. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. |
Concentration Risks | Concentration Risks Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments. The Company places its temporary cash investments with quality financial institutions. At times, such investments were in excess of FDIC insurance limits. The Company has not experienced any losses in such accounts. The Company purchased approximately 15% of its cost of goods sold from one vendor during each of the fiscal years ended August 31, 2016 and 2015, respectively. The Company is not obligated to purchase from this vendor, and, if necessary, there are other vendors from which the Company can purchase crude oil and other petroleum based products. The Company had $0 in accounts payable for each of the years ended August 31, 2016 and 2015 to this vendor. |
Environmental Matters | Environmental Matters The Company expenses environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible. Expenditures, which extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. The Company determines its liability on a site by site basis and records a liability at the time when it is probable and can be reasonably estimated. The Company’s estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. The estimated liability of the Company is not reduced for possible recoveries from insurance carriers and is recorded in accrued liabilities. |
Goodwill and Other Non-Amortizable Assets | Goodwill and Other Non-Amortizable Assets In accordance with ASC 350, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests in accordance with ASC 350. Other definite lived intangible assets continue to be amortized over their estimated useful lives. The Company performed separate impairment tests for its goodwill and tradename using the discounted cash flow method. The fair value of the Company’s reporting units exceeded their carrying values. The fair value of the tradename exceeded its carrying value. The Company has noted no subsequent indication that would require testing its goodwill and tradename for impairment. |
Long-Lived Assets | Long-Lived Assets Whenever events or changes in circumstances indicate that the carrying value of any of these assets (other than goodwill and tradename) may not be recoverable, the Company will assess the recoverability of such assets based upon estimated undiscounted cash flow forecasts. When any such impairment exists, the related assets will be written down to fair value. |
Other Comprehensive (Loss) Income | Other Comprehensive (Loss) Income The Company reports comprehensive (loss) income in accordance with ASC 220-10. ASC 220-10 establishes guidelines for the reporting and display of comprehensive (loss) income and its components in financial statements. Comprehensive (loss) income includes charges and credits to equity that is not the result of transactions with the shareholder. Included in other comprehensive loss for the Company is a charge for unrecognized post-retirement costs, which is net of taxes in accordance with ASC 715. The accumulated other comprehensive loss balance is made up entirely of unrecognized post-retirement costs. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May, 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09. This guidance will now be effective for our financial statements in the annual period beginning after December 15, 2017. We are currently evaluating the effect of adopting this new accounting guidance and do not expect adoption will have a material impact on our financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires debt issuance costs related directly to notes payable be deducted from the face amount of that note and the amortization of such costs be classified as interest expense. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015, with early adoption permitted. Upon adoption, an entity must retrospectively apply the guidance. We are currently evaluating the effect of adopting this new accounting guidance and do not expect adoption will have a material impact on our financial statements. In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes,” which requires deferred income tax balances to be presented as noncurrent. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. Effective August 31, 2016, the Company adopted the accounting and reporting requirements included in ASU 2015-17 for balance sheet classification of deferred taxes requiring deferred tax assets and liabilities to be classified as noncurrent. The Company has applied these requirements retrospectively. Accordingly, the Company has included $5,822,000 of previously reported current deferred income tax liabilities in the $61,743,000 noncurrent deferred income tax liabilities in its August 31, 2015 consolidated balance sheet. The adoption of these accounting and reporting requirements had no impact on the Company’s results of operations or cash flows. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01”). The standard addresses certain aspects of recognition, measurements, presentation and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and early adoption is not permitted. The Company is currently assessing the impact that adoption of this guidance will have on its financial statements and footnote disclosures. In February 2016, the FASB issued ASU-2016-02 “Leases,” which replaces the existing guidance in Accounting Standards Codification (“ASC”) 840. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. The guidance requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (ROU) asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact that adoption of this guidance will have on its financial statements and footnote disclosures. In August 2016, the FASB issued ASU 2016-15 which includes guidance to clarify how companies present and classify certain cash receipts and cash payments in the statement of cash flows, including contingent consideration payments made after a business acquisition and debt extinguishment costs. Specifically, cash payments to settle a contingent consideration liability which are not made soon after the acquisition date should be classified as cash used in financing activities up to the initial amount of contingent consideration recognized with the remaining amount classified as cash flows from operating activities. The guidance is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The Company expects to adopt this guidance when effective and adoption is not expected to have a material effect on the financial statements. |
Reclassification | Reclassification Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform with the presentation in the current year. |
Description of Business and S30
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Principal Useful Lives Used in Computing Depreciation Expense | A summary of the principal useful lives used in computing depreciation expense is as follows: Estimated Useful Refining 20-30 Retail Marketing 15-30 Pipeline Transportation 20-30 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: August 31, 2016 2015 (in thousands) Crude Oil $ 44,536 $ 60,209 Petroleum Products 65,414 92,452 Total Lower of LIFO Cost or Market 109,950 152,661 Merchandise 26,293 24,277 Supplies 30,819 29,128 Total FIFO 57,112 53,405 Total Inventory $ 167,062 $ 206,066 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment is summarized as follows: August 31, 2016 2015 (in thousands) Refinery equipment $ 431,744 $ 378,877 Marketing (i.e. retail outlets) 153,654 141,726 Transportation 14,628 12,951 Construction-in-progress 74,286 65,970 674,312 599,524 Less: Accumulated depreciation 270,681 251,767 $ 403,631 $ 347,757 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | As of August 31, 2016 and 2015, the Company’s trade name, goodwill and amortizable intangible assets, included in the Company’s retail segment, were as follows: Weighted Average August 31, 2016 August 31, 2015 Gross Accumulated Gross Accumulated (in thousands) Amortizable intangible assets: Deed restrictions 10 yrs. $ 800 $ 469 $ 800 $ 437 Leasehold covenants 6 yrs. 1,650 1,174 1,590 1,084 $ 2,450 $ 1,643 $ 2,390 $ 1,521 Non-amortizable assets: Tradename $ 10,500 $ — $ 10,500 $ — Goodwill $ 1,349 $ — $ 1,349 $ — |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities include the following: August 31, 2016 2015 (in thousands) Interest $ 832 $ 119 Payrolls and benefits 17,392 15,974 Other 3,083 1,818 $ 21,307 $ 17,911 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Leases [Abstract] | |
Future Minimum Lease Payments | Future minimum lease payments as of August 31, 2016 are summarized as follows: Year ended August 31, Capital Operating (in thousands) 2017 $ 713 $ 12,623 2018 713 10,682 2019 677 9,433 2020 641 6,870 2021 622 5,951 Thereafter 7,045 6,975 Total minimum lease payments 10,411 52,534 Less: Minimum sublease rents — — Net minimum lease payments 10,411 $ 52,534 Less: Amount representing interest 6,324 Present value of net minimum lease payments $ 4,087 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | A summary of long-term debt is as follows: August 31, 2016 2015 (in thousands) Long-term debt: 10.50% Senior Secured Notes due February 28, 2018, net of unamortized discount of $0 and $3,791, respectively $ — $ 233,459 PNC term loan, LIBOR rate of 3.25% 231,250 — Signature Bank term loan, LIBOR rate of 3.00% 49,100 — Other long-term debt 7,327 7,208 287,677 240,667 Less: Current installments of long-term debt 28,029 1,556 Total long-term debt, less current installments $ 259,648 $ 239,111 |
Principal Amount of Long-Term Debt Maturity | The principal amount of long-term debt matures as follows: Year ended August 31, (in thousands) 2017 $ 28,029 2018 27,446 2019 27,391 2020 27,102 2021 132,954 Thereafter 44,755 Total $ 287,677 |
Schedule of Deferred Financing Costs Amortized to Expense | The following financing costs have been deferred and are being amortized to expense over the term of the related debt: August 31, 2016 2015 (in thousands) Beginning balance $ 9,201 $ 8,881 Current year additions 5,893 320 Total financing costs 15,094 9,201 Less: Deferred financing costs associated with debt retirement 2,171 — Accumulated amortization 7,773 6,534 $ 5,150 $ 2,667 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Periodic Pension Cost and Post-Retirement Healthcare Benefit Cost (Income) | Net periodic pension and other post-retirement healthcare benefit cost (income) consist of the following components for the years ended August 31, 2016, 2015 and 2014: Pension Benefits Other Post-Retirement Benefits 2016 2015 2014 2016 2015 2014 (in thousands) Service cost $ 674 $ 626 $ 597 $ 435 $ 608 $ 774 Interest cost on benefit obligation 5,424 4,850 5,204 1,554 1,656 2,072 Expected return on plan assets (6,034 ) (6,351 ) (5,569 ) — — — Amortization and deferrals 1,270 724 697 (4,562 ) (3,152 ) (1,860 ) Net periodic benefit cost (income) $ 1,334 $ (151 ) $ 929 $ (2,573 ) $ (888 ) $ 986 |
Other Changes in Plan Assets and Benefit Obligation Recognized in Other Comprehensive Loss | Changes in plan assets and benefit obligation recognized in Other Comprehensive Loss consist of the following for the fiscal years ended August 31, 2016 and 2015 (in thousands): Pension Benefits Other Post-Retirement 2016 2015 2016 2015 Current year actuarial loss/(gain) $ 19,411 $ 15,160 $ 11,403 $ (5,313 ) Amortization of actuarial (loss)/gain (1,270 ) (724 ) (2,789 ) (4,199 ) Current year prior service (credit) / cost (2,277 ) — — — Amortization of prior service credit / (cost) — — 7,351 7,351 Total recognized in other comprehensive loss $ 15,864 $ 14,436 $ 15,965 $ (2,161 ) Total recognized in net periodic benefit cost and other comprehensive loss $ 17,198 $ 14,285 $ 13,392 $ (3,049 ) |
Summary of Change in Benefit Obligations and Fair Values of Plan Assets | The following table summarizes the change in benefit obligations and fair values of plan assets for the years ended August 31, 2016 and 2015: Pension Benefits Other Post-Retirement 2016 2015 2016 2015 (in thousands) Change in benefit obligation: Benefit obligation beginning of year $ 124,490 $ 119,209 $ 38,213 $ 43,713 Service cost 674 626 435 608 Interest cost 5,424 4,850 1,554 1,656 Plan amendments (2,277 ) — — — Curtailment — — — — Medicare part D subsidy on benefits paid — — 351 148 Actuarial losses/(gains) 17,799 5,299 11,402 (5,313 ) Benefits paid (5,245 ) (5,494 ) (2,891 ) (2,599 ) Projected benefit obligation end of year 140,865 124,490 49,064 38,213 Change in plan assets: Fair values of plan assets beginning of year 88,614 93,245 — — Actual return on plan assets 4,421 (3,509 ) — — Company contributions 4,756 4,372 2,891 2,599 Benefits paid (5,245 ) (5,494 ) (2,891 ) (2,599 ) Fair values of plan assets end of year 92,546 88,614 — — Unfunded status $ 48,319 $ 35,876 $ 49,064 $ 38,213 Amounts recognized in the balance sheet consist of: Current liability $ — $ — $ 2,849 $ 2,520 Noncurrent liability 48,319 35,876 46,215 35,693 Net amount recognized $ 48,319 $ 35,876 $ 49,064 $ 38,213 |
Amounts Recognized in Accumulated Other Comprehensive Loss | Amounts recognized in Accumulated Other Comprehensive Loss: Pension Benefits Other Post-Retirement 2016 2015 2016 2015 (in thousands) Accumulated net actuarial loss $ (61,989 ) $ (43,848 ) $ (28,567 ) $ (19,953 ) Accumulated prior service credit 2,277 — 28,020 35,371 Net amount recognized, before tax effect $ (59,712 ) $ (43,848 ) $ (547 ) $ 15,418 |
Weighted Average Assumptions Used to Determine Year End Benefit Obligations | Weighted average assumptions used to determine year end benefit obligations: Pension Benefits Other Post-Retirement 2016 2015 2016 2015 Discount rate 3.36% - 3.52% 4.40% - 4.50% 3.22% 4.15% Rate of compensation increase N/A N/A N/A N/A Health care cost trend Initial trend N/A N/A 9.50% 7.00% Ultimate trend N/A N/A 5.00% 5.00% Year ultimate reached N/A N/A 2025 2025 |
Weighted Average Assumptions Used to Determine Net Periodic Costs | Weighted average assumptions used to determine net periodic costs: Pension Benefits Other Post-Retirement 2016 2015 2016 2015 Discount rate 4.00% - 4.50% 4.00% - 4.20% 4.15% 3.85% Expected return on plan assets 5.00% - 7.00% 5.00% - 7.00% N/A N/A Rate of compensation increase N/A N/A N/A N/A Health care cost trend Initial trend N/A N/A 7.00% 7.00% Ultimate trend N/A N/A 5.00% 5.00% Year ultimate reached N/A N/A 2025 2025 |
One Percentage Point Changes in Assumed Healthcare Cost Trend Rate | The healthcare cost trend rate assumption has a significant effect on the amounts reported. To illustrate, a 1 percentage point change in the assumed healthcare cost trend rate would have the following effects: 1% Point 1% Point (in thousands) Effect on total of service and interest cost components $ 25 $ (28 ) Effect on post-retirement benefit obligation $ 1,988 $ (1,757 ) |
Reconciliation of Above Accrued Benefit Costs to Consolidated Amounts Reported on Balance Sheets | A reconciliation of the above accrued benefit costs to the consolidated amounts reported on the Company’s Consolidated Balance Sheets follows: August 31, 2016 2015 (in thousands) Accrued pension benefits $ 48,319 $ 35,876 Accrued other post-retirement benefits 49,064 38,213 97,383 74,089 Current portion of above benefits, included in payrolls and benefits in accrued liabilities (2,849 ) (2,520 ) Supplemental pension and other deferred compensation benefits 252 231 Deferred retirement benefits $ 94,786 $ 71,800 |
Fair Value of Plan Assets | The fair value of our plan assets as of August 31, 2016 and 2015 is as follows (in thousands): Asset Category August 31, 2016 Level 1 Cash Equivalents $ 382 $ 382 Mutual Funds 62,829 62,829 Equities 29,335 29,335 Total $ 92,546 $ 92,546 Asset Category August 31, 2015 Level 1 Cash Equivalents $ 222 $ 222 Mutual Funds 57,364 57,364 Equities 31,028 31,028 Total $ 88,614 $ 88,614 |
Weighted Average Target and Strategic Assets Allocation of Pension Plans | The pension plans weighted-average target allocation for the year ended August 31, 2016 and strategic asset allocation matrix as of August 31, 2016 and 2015 are as follows: Target Plan Assets 8/31 Asset Category 2016 2016 2015 Equity Securities 50 - 75 % 62 % 67 % Debt Securities 20 - 50 % 29 % 25 % Alternative Investments 0 - 15 % 7 % 7 % Cash/Cash Equivalents 0 - 10 % 2 % 1 % 100 % 100 % |
Estimated 2017 Amortization | The estimated amounts that will be amortized in 2017 are as follow: Estimated 2017 Amortization Pension Other Post-Retirement (in thousands) Prior service cost (credit) amortization $ (270 ) $ (7,351 ) Net loss amortization 1,978 4,590 Total $ 1,708 $ (2,761 ) |
Employer Contributions and Benefit Payments which Reflect in Future Service | The following contributions and benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Pension Other Post-Retirement Benefits Employer Contributions Gross (Subsidy receipts) (in thousands) FYE 8/31/2017 (expected) $ 3,050 $ 2,541 $ (301 ) Expected Benefit Payments for FYE 8/31 2017 $ 6,169 $ 2,894 $ (301 ) 2018 6,538 3,009 (348 ) 2019 6,804 3,215 (395 ) 2020 7,187 3,486 (439 ) 2021 7,481 3,705 (481 ) 2022 - 2026 39,713 18,491 (3,204 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense | Income tax expense consists of: Year Ended August 31, 2016 2015 2014 (in thousands) Current: Federal $ (4,328 ) $ 25,298 $ 20,431 State 2,127 599 4,619 (2,201 ) 25,897 25,050 Deferred: Federal 43 16,671 14,453 State (1,463 ) 2,909 4,323 (1,420 ) 19,580 18,776 $ (3,621 ) $ 45,477 $ 43,826 |
Reconciliation of Income Tax Expense | Reconciliation of the differences between income taxes computed at the Federal statutory rate and the provision for income taxes attributable to income before income tax expense is as follows: Year Ended August 31, 2016 2015 2014 (in thousands) U. S. federal income taxes at the statutory rate $ (3,430 ) $ 44,649 $ 40,243 State income taxes, net of Federal benefit 415 2,245 5,758 Domestic production activity deduction (274 ) (1,225 ) (2,068 ) Permanent items 533 538 405 Employment credits (872 ) (703 ) (845 ) Other 7 (27 ) 333 Income tax expense $ (3,621 ) $ 45,477 $ 43,826 |
Summary of Deferred Income Tax Liabilities (Assets) | Deferred income tax liabilities (assets) are comprised of the following: August 31, 2016 2015 (in thousands) Accounts receivable allowance $ (305 ) $ (348 ) Inventory valuation (1,103 ) — Accrued liabilities (42,047 ) (32,052 ) State net operating loss carryforwards (11,772 ) (7,695 ) Federal tax credits and carryforwards (449 ) — Deferred income tax assets (55,676 ) (40,095 ) Inventory valuation — 6,911 Property, plant and equipment 91,804 87,765 Valuation allowance 7,353 2,577 Other 4,692 4,585 Deferred income tax liabilities 103,849 101,838 Net deferred income tax liability $ 48,173 $ 61,743 |
Segments of Business (Tables)
Segments of Business (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
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 table. Year Ended August 31, 2016 2015 2014 (in thousands) Net Sales Retail $ 1,119,584 $ 1,347,291 $ 1,688,467 Wholesale 967,041 1,369,428 1,750,751 $ 2,086,625 $ 2,716,719 $ 3,439,218 Intersegment Sales Wholesale $ 388,860 $ 566,853 $ 875,264 Operating Income Retail $ 4,287 $ 32,362 $ 14,502 Wholesale 21,296 125,683 129,675 $ 25,583 $ 158,045 $ 144,177 Depreciation and Amortization Retail $ 8,228 $ 7,288 $ 6,566 Wholesale 39,547 34,266 25,238 $ 47,775 $ 41,554 $ 31,804 Capital Expenditures (including non-cash portion) Retail $ 22,759 $ 13,635 $ 11,271 Wholesale 59,097 38,219 38,234 $ 81,856 $ 51,854 $ 49,505 August 31, 2016 2015 Total Assets Retail $ 191,063 $ 178,200 Wholesale 688,654 707,266 $ 879,717 $ 885,466 |
Quarterly Financial Data (una40
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | Net Sales Operating Net Income (in thousands) 2016 First Quarter $ 574,941 $ 15,878 $ (5,612 ) Second Quarter 438,374 (35,769 ) (25,596 ) Third Quarter 497,982 46,685 27,741 Fourth Quarter 575,328 (1,211 ) (2,895 ) 2015 First Quarter $ 824,697 $ 36,139 $ 17,614 Second Quarter 580,904 10,792 1,603 Third Quarter 602,877 64,454 34,707 Fourth Quarter 708,241 46,660 28,127 |
Description of Business and S41
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Aug. 31, 2016USD ($)Segment | Aug. 31, 2015USD ($) | Aug. 31, 2014USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of business segments | Segment | 2 | ||
Derivatives outstanding | $ 0 | ||
Losses on derivative contracts | 0 | $ 0 | $ 0 |
Amortization expense | 47,775,000 | 41,554,000 | 31,804,000 |
Deferred turnaround costs | 17,280,000 | 28,489,000 | |
Deferred turnaround costs and other assets, net of accumulated amortization | 32,981,000 | 20,888,000 | |
Amortization expense included in depreciation and amortization | 12,724,000 | 14,479,000 | 11,319,000 |
Consumer excise tax included in net sales and costs of goods sold | 245,843,000 | 246,636,000 | 238,332,000 |
Noncurrent deferred income tax liabilities | $ 48,173,000 | 61,743,000 | |
Certificate of Deposit [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Maturity period of short-term investments | 6 months | ||
Accounting Standards Update 2015-17 [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Current deferred income tax liabilities | 5,822,000 | ||
Noncurrent deferred income tax liabilities | 61,743,000 | ||
Pipelines [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Deferred Integrity and Replacement Costs period | 11 years | ||
Net deferred integrity and replacement costs | $ 112,892,000 | 58,634,000 | |
Amortization expense | $ 12,286,000 | $ 6,282,000 | $ 524,000 |
One Vendor [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of cost of good sold purchased from vendor | 15.00% | 15.00% | |
One Vendor [Member] | Accounts Payable [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration of risks amount | $ 0 | $ 0 | |
Minimum [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Deferred Integrity and Replacement Costs period | 3 years | ||
Estimated useful lives of identifiable intangible assets | 5 years | ||
Maximum [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Deferred Integrity and Replacement Costs period | 10 years | ||
Estimated useful lives of identifiable intangible assets | 25 years | ||
Maximum [Member] | Hospitalization and Medical Coverage for Employee and Spouse [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Maximum age of limitation to utilize post-retirement healthcare and pension benefits | 65 years |
Description of Business and S42
Description of Business and Summary of Significant Accounting Policies - Summary of Principal Useful Lives Used in Computing Depreciation Expense (Detail) | 12 Months Ended |
Aug. 31, 2016 | |
Minimum [Member] | Refining [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (Years) | 20 years |
Minimum [Member] | Retail Marketing [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (Years) | 15 years |
Minimum [Member] | Pipeline Transportation [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (Years) | 20 years |
Maximum [Member] | Refining [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (Years) | 30 years |
Maximum [Member] | Retail Marketing [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (Years) | 30 years |
Maximum [Member] | Pipeline Transportation [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives (Years) | 30 years |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Detail) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 750,000 | $ 850,000 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Crude Oil | $ 44,536 | $ 60,209 |
Petroleum Products | 65,414 | 92,452 |
Total @ Lower of LIFO Cost or Market | 109,950 | 152,661 |
Merchandise | 26,293 | 24,277 |
Supplies | 30,819 | 29,128 |
Total @ FIFO | 57,112 | 53,405 |
Total Inventory | $ 167,062 | $ 206,066 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Inventory Disclosure [Abstract] | ||
Replacement cost of LIFO, over LIFO carrying values | $ 6,201,000 | |
Replacement cost of LIFO, under LIFO carrying values | $ 4,718,000 | |
LCM inventory write-down | 13,052,000 | 0 |
LIFO increase (decrease) | 8,334,000 | (6,201,000) |
LIFO layer liquidation, charge to cost of sales | $ 15,703,000 | $ 0 |
Property,Plant and Equipment -
Property,Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Property Plant and Equipment Useful Life and Values [Abstract] | ||
Refinery equipment | $ 431,744 | $ 378,877 |
Marketing (i.e. retail outlets) | 153,654 | 141,726 |
Transportation | 14,628 | 12,951 |
Construction-in-progress | 74,286 | 65,970 |
Property, plant and equipment, gross | 674,312 | 599,524 |
Less: Accumulated depreciation | 270,681 | 251,767 |
Property, plant and equipment, net | $ 403,631 | $ 347,757 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) gal in Millions | Mar. 06, 2013USD ($)gal | Aug. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Aug. 31, 2014USD ($) |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 47,775,000 | $ 41,554,000 | $ 31,804,000 | |
Biodiesel [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Annual capacity of facility acquired | gal | 50 | |||
Acquisition of assets for cash | $ 9,800,000 | |||
Fair value of assets acquired | 20,735,000 | |||
Deferred taxes related to acquisition | $ 4,960,000 | |||
Remaining cost of project for facility acquired | $ 37,000,000 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Schedule of Intangible Assets and Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Goodwill And Intangible Assets [Line Items] | ||
Amortizable intangible assets, Accumulated Amortization | $ 1,643 | $ 1,521 |
Amortizable intangible assets, Gross Carrying Amount | 2,450 | 2,390 |
Non-amortizable assets, Tradename, Gross Carrying Amount | 10,500 | 10,500 |
Non-amortizable assets, Goodwill, Gross Carrying Amount | 1,349 | 1,349 |
Deed Restrictions [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Amortizable intangible assets, Accumulated Amortization | $ 469 | 437 |
Amortizable intangible assets, Weighted Average Remaining Life | 10 years | |
Amortizable intangible assets, Gross Carrying Amount | $ 800 | 800 |
Leasehold Covenants [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Amortizable intangible assets, Accumulated Amortization | $ 1,174 | 1,084 |
Amortizable intangible assets, Weighted Average Remaining Life | 6 years | |
Amortizable intangible assets, Gross Carrying Amount | $ 1,650 | $ 1,590 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 122,000 | $ 115,000 | $ 106,000 |
2,017 | 126,000 | ||
2,018 | 126,000 | ||
2,019 | 126,000 | ||
2,020 | 118,000 | ||
2,021 | 62,000 | ||
Thereafter | $ 249,000 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Payables and Accruals [Abstract] | ||
Interest | $ 832 | $ 119 |
Payrolls and benefits | 17,392 | 15,974 |
Other | 3,083 | 1,818 |
Accrued liabilities | $ 21,307 | $ 17,911 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Leases [Abstract] | |||
Amount of long-term capital lease obligation | $ 4,087,000 | $ 4,212,000 | |
Current portion of long-term capital lease | 143,000 | 124,000 | |
Accumulated amortization of assets under capital leases | 3,492,000 | 3,732,000 | |
Net amount of accumulated amortization | 1,197,000 | 956,000 | |
Lease amortization amount including depreciation and amortization expenses | 241,000 | 207,000 | $ 185,000 |
Net rental expense for operating leases | $ 13,774,000 | $ 13,728,000 | $ 13,243,000 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Detail) $ in Thousands | Aug. 31, 2016USD ($) |
Leases [Abstract] | |
2,017 | $ 713 |
2,018 | 713 |
2,019 | 677 |
2,020 | 641 |
2,021 | 622 |
Thereafter | 7,045 |
Total minimum lease payments | 10,411 |
Less: Minimum sublease rents | 0 |
Net minimum lease payments | 10,411 |
Less: Amount representing interest | 6,324 |
Present value of net minimum lease payments | 4,087 |
2,017 | 12,623 |
2,018 | 10,682 |
2,019 | 9,433 |
2,020 | 6,870 |
2,021 | 5,951 |
Thereafter | 6,975 |
Total minimum lease payments | 52,534 |
Less: Minimum sublease rents | 0 |
Net minimum lease payments | $ 52,534 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Dec. 09, 2015USD ($)Installments | Oct. 20, 2015USD ($) | Nov. 30, 2015USD ($) | Aug. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Aug. 31, 2014USD ($) | Oct. 19, 2015USD ($) |
Debt Instrument [Line Items] | |||||||
Letter of credit outstanding under credit facility agreement | $ 8,753,000 | $ 8,753,000 | |||||
Loss on early extinguishment of debt | $ 19,316 | (19,316,000) | |||||
Number of principal installments | Installments | 84 | ||||||
Periodic principal payment | $ 129,000 | ||||||
Principal balance due date | Dec. 9, 2022 | ||||||
Amortization expense | $ 1,239,000 | 1,228,000 | $ 1,228,000 | ||||
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 | $ 50,000,000 | |||||
Revolving credit facility expiration date | Dec. 9, 2022 | 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 | ||||||
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 | ||||||
Revolving Credit Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 2.50% | ||||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity under new credit agreement | $ 250,000,000 | ||||||
Debt instrument term | 10 years | ||||||
Base-Rate Borrowings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit borrowings outstanding under the agreement | $ 0 | 0 | |||||
Euro-Rate Borrowings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit borrowings outstanding under the agreement | 0 | $ 0 | |||||
Domestic Bank Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 1.25% | ||||||
Domestic Bank Rate [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 1.75% | ||||||
Domestic Bank Rate [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 0.50% | ||||||
Domestic Bank Rate [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 1.00% | ||||||
Domestic Bank Rate [Member] | Term Loan [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 1.75% | ||||||
Domestic Bank Rate [Member] | Term Loan [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 2.25% | ||||||
Domestic Bank Rate [Member] | Term Loan [Member] | Federal Funds Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 0.50% | ||||||
Domestic Bank Rate [Member] | Term Loan [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 1.00% | ||||||
Euro Currency Rate [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 2.25% | ||||||
Euro Currency Rate [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 2.75% | ||||||
Euro Currency Rate [Member] | Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 2.75% | ||||||
Euro Currency Rate [Member] | Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rates | 3.25% | ||||||
Senior Secured Notes Due 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of Senior Secured Notes | 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 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Long-term debt: | ||
Long-term debt | $ 287,677 | $ 240,667 |
Long-term debt | 287,677 | 240,667 |
Less: Current installments of long-term debt | 28,029 | 1,556 |
Total long-term debt, less current installments | 259,648 | 239,111 |
10.50% Senior Secured Notes [Member] | ||
Long-term debt: | ||
Long-term debt | 233,459 | |
Long-term debt | 233,459 | |
Other Long Term Debt [Member] | ||
Long-term debt: | ||
Long-term debt | 7,327 | 7,208 |
Long-term debt | 7,327 | $ 7,208 |
PNC Term Loan [Member] | ||
Long-term debt: | ||
Long-term debt | 231,250 | |
Long-term debt | 231,250 | |
Signature Bank Term Loan [Member] | ||
Long-term debt: | ||
Long-term debt | 49,100 | |
Long-term debt | $ 49,100 |
Long-Term Debt - Summary of L55
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Debt Instrument [Line Items] | ||
Unamortized discount | $ 0 | $ 3,791 |
PNC Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Libor rate | 3.25% | |
Signature Bank Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Libor rate | 3.00% |
Long-Term Debt - Principal Amou
Long-Term Debt - Principal Amount of Long-Term Debt Maturity (Detail) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 28,029 | |
2,018 | 27,446 | |
2,019 | 27,391 | |
2,020 | 27,102 | |
2,021 | 132,954 | |
Thereafter | 44,755 | |
Long-term debt | $ 287,677 | $ 240,667 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Deferred Financing Costs Amortized to Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Beginning balance | $ 9,201 | $ 8,881 |
Current year additions | 5,893 | 320 |
Total financing costs | 15,094 | 9,201 |
Less: Deferred financing costs associated with debt retirement | 2,171 | |
Less: Accumulated amortization | 7,773 | 6,534 |
Deferred financing costs, net | $ 5,150 | $ 2,667 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Pension and Other Post-Retirement Benefit Cost (Income) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 674 | $ 626 | $ 597 |
Interest cost on benefit obligation | 5,424 | 4,850 | 5,204 |
Expected return on plan assets | (6,034) | (6,351) | (5,569) |
Amortization and deferrals | 1,270 | 724 | 697 |
Net periodic benefit cost (income) | 1,334 | (151) | 929 |
Other Post-Retirement Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 435 | 608 | 774 |
Interest cost on benefit obligation | 1,554 | 1,656 | 2,072 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization and deferrals | (4,562) | (3,152) | (1,860) |
Net periodic benefit cost (income) | $ (2,573) | $ (888) | $ 986 |
Employee Benefit Plans - Other
Employee Benefit Plans - Other Changes in Plan Assets and Benefit Obligation Recognized in Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current year actuarial loss/(gain) | $ 19,411 | $ 15,160 |
Amortization of actuarial (loss)/gain | (1,270) | (724) |
Current year prior service (credit) / cost | (2,277) | |
Total recognized in other comprehensive loss | 15,864 | 14,436 |
Total recognized in net periodic benefit cost and other comprehensive loss | 17,198 | 14,285 |
Other Post-Retirement Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current year actuarial loss/(gain) | 11,403 | (5,313) |
Amortization of actuarial (loss)/gain | (2,789) | (4,199) |
Amortization of prior service credit / (cost) | 7,351 | 7,351 |
Total recognized in other comprehensive loss | 15,965 | (2,161) |
Total recognized in net periodic benefit cost and other comprehensive loss | $ 13,392 | $ (3,049) |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Change in Benefit Obligations and Fair Values of Plan Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Change in plan assets: | |||
Fair values of plan assets @ beginning of year | $ 88,614 | ||
Fair values of plan assets @ end of year | 92,546 | $ 88,614 | |
Amounts recognized in the balance sheet consist of: | |||
Noncurrent liability | 94,786 | 71,800 | |
Pension Benefits [Member] | |||
Change in benefit obligation: | |||
Benefit obligation @ beginning of year | 124,490 | 119,209 | |
Service cost | 674 | 626 | $ 597 |
Interest cost | 5,424 | 4,850 | 5,204 |
Plan amendments | (2,277) | ||
Curtailment | 0 | 0 | |
Actuarial losses/(gains) | 17,799 | 5,299 | |
Benefits paid | (5,245) | (5,494) | |
Projected benefit obligation @ end of year | 140,865 | 124,490 | 119,209 |
Change in plan assets: | |||
Fair values of plan assets @ beginning of year | 88,614 | 93,245 | |
Actual return on plan assets | 4,421 | (3,509) | |
Company contributions | 4,756 | 4,372 | |
Benefits paid | (5,245) | (5,494) | |
Fair values of plan assets @ end of year | 92,546 | 88,614 | 93,245 |
Unfunded status | 48,319 | 35,876 | |
Amounts recognized in the balance sheet consist of: | |||
Noncurrent liability | 48,319 | 35,876 | |
Net amount recognized | 48,319 | 35,876 | |
Other Post-Retirement Benefits [Member] | |||
Change in benefit obligation: | |||
Benefit obligation @ beginning of year | 38,213 | 43,713 | |
Service cost | 435 | 608 | 774 |
Interest cost | 1,554 | 1,656 | 2,072 |
Curtailment | 0 | 0 | |
Medicare part D subsidy on benefits paid | 351 | 148 | |
Actuarial losses/(gains) | 11,402 | (5,313) | |
Benefits paid | (2,891) | (2,599) | |
Projected benefit obligation @ end of year | 49,064 | 38,213 | $ 43,713 |
Change in plan assets: | |||
Company contributions | 2,891 | 2,599 | |
Benefits paid | (2,891) | (2,599) | |
Unfunded status | 49,064 | 38,213 | |
Amounts recognized in the balance sheet consist of: | |||
Current liability | 2,849 | 2,520 | |
Noncurrent liability | 46,215 | 35,693 | |
Net amount recognized | $ 49,064 | $ 38,213 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Aggregate Accumulated benefit obligation | $ 140,865,000 | $ 124,490,000 | |
Aggregate asset value | $ 92,546,000 | $ 88,614,000 | |
Assumed annual rate of increase in the per capita cost of covered medical and dental benefits | 7.00% | 7.00% | |
Assumed annual rate decrease gradually for medical benefits until 2025 | 5.00% | ||
Decrease in net periodic benefit cost | $ 5,168,000 | ||
Company's contribution to the voluntary employee savings plans | $ 2,796,000 | $ 2,767,000 | $ 2,752,000 |
Employee Benefit Plans - Amount
Employee Benefit Plans - Amounts Recognized in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated net actuarial loss | $ (61,989) | $ (43,848) |
Accumulated prior service credit | 2,277 | |
Net amount recognized, before tax effect | (59,712) | (43,848) |
Other Post-Retirement Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated net actuarial loss | (28,567) | (19,953) |
Accumulated prior service credit | 28,020 | 35,371 |
Net amount recognized, before tax effect | $ (547) | $ 15,418 |
Employee Benefit Plans - Weight
Employee Benefit Plans - Weighted Average Assumptions Used to Determine Year End Benefit Obligations (Detail) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Rate of compensation increase | 0.00% | 0.00% |
Pension Benefits [Member] | Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.36% | 4.40% |
Pension Benefits [Member] | Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.52% | 4.50% |
Other Post-Retirement Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.22% | 4.15% |
Rate of compensation increase | 0.00% | 0.00% |
Health care cost trend | ||
Initial trend | 9.50% | 7.00% |
Ultimate trend | 5.00% | 5.00% |
Year ultimate reached | 2,025 | 2,025 |
Employee Benefit Plans - Weig64
Employee Benefit Plans - Weighted Average Assumptions Used to Determine Net Periodic Costs (Detail) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Rate of compensation increase | 0.00% | 0.00% |
Pension Benefits [Member] | Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.00% | 4.00% |
Expected return on plan assets | 5.00% | 5.00% |
Pension Benefits [Member] | Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.50% | 4.20% |
Expected return on plan assets | 7.00% | 7.00% |
Other Post-Retirement Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.15% | 3.85% |
Rate of compensation increase | 0.00% | 0.00% |
Health care cost trend | ||
Initial trend | 7.00% | 7.00% |
Ultimate trend | 5.00% | 5.00% |
Year ultimate reached | 2,025 | 2,025 |
Employee Benefit Plans - One Pe
Employee Benefit Plans - One Percentage Point Changes in Assumed Healthcare Cost Trend Rate (Detail) $ in Thousands | 12 Months Ended |
Aug. 31, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
1% Point Increase, Effect on total of service and interest cost components | $ 25 |
1% Point Increase, Effect on post-retirement benefit obligation | 1,988 |
1% Point Decrease, Effect on total of service and interest cost components | (28) |
1% Point Decrease, Effect on post-retirement benefit obligation | $ (1,757) |
Employee Benefit Plans - Reconc
Employee Benefit Plans - Reconciliation of Above Accrued Benefit Costs to Consolidated Amounts Reported on Balance Sheets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined benefit plan accrued benefit cost | $ 97,383 | $ 74,089 |
Current portion of above benefits, included in payrolls and benefits in accrued liabilities | (2,849) | (2,520) |
Supplemental pension and other deferred compensation benefits | 252 | 231 |
Deferred retirement benefits | 94,786 | 71,800 |
Pension Benefits [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Accrued benefits | 48,319 | 35,876 |
Deferred retirement benefits | 48,319 | 35,876 |
Other Post-Retirement Benefits [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Accrued benefits | 49,064 | 38,213 |
Deferred retirement benefits | $ 46,215 | $ 35,693 |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Value of Plan Assets (Detail) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Defined Benefit Plan Change In Fair Value Of Plan Assets [Line Items] | ||
Total Fair Value of Plan Assets | $ 92,546 | $ 88,614 |
Cash Equivalents [Member] | ||
Defined Benefit Plan Change In Fair Value Of Plan Assets [Line Items] | ||
Total Fair Value of Plan Assets | 382 | 222 |
Mutual Funds [Member] | ||
Defined Benefit Plan Change In Fair Value Of Plan Assets [Line Items] | ||
Total Fair Value of Plan Assets | 62,829 | 57,364 |
Equities [Member] | ||
Defined Benefit Plan Change In Fair Value Of Plan Assets [Line Items] | ||
Total Fair Value of Plan Assets | 29,335 | 31,028 |
Level 1 [Member] | ||
Defined Benefit Plan Change In Fair Value Of Plan Assets [Line Items] | ||
Total Fair Value of Plan Assets | 92,546 | 88,614 |
Level 1 [Member] | Cash Equivalents [Member] | ||
Defined Benefit Plan Change In Fair Value Of Plan Assets [Line Items] | ||
Total Fair Value of Plan Assets | 382 | 222 |
Level 1 [Member] | Mutual Funds [Member] | ||
Defined Benefit Plan Change In Fair Value Of Plan Assets [Line Items] | ||
Total Fair Value of Plan Assets | 62,829 | 57,364 |
Level 1 [Member] | Equities [Member] | ||
Defined Benefit Plan Change In Fair Value Of Plan Assets [Line Items] | ||
Total Fair Value of Plan Assets | $ 29,335 | $ 31,028 |
Employee Benefit Plans - Weig68
Employee Benefit Plans - Weighted Average Target and Strategic Assets Allocation of Pension Plans (Detail) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Strategic asset allocation | 100.00% | 100.00% |
Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average target allocation, minimum | 50.00% | |
Weighted average target allocation, maximum | 75.00% | |
Strategic asset allocation | 62.00% | 67.00% |
Debt Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average target allocation, minimum | 20.00% | |
Weighted average target allocation, maximum | 50.00% | |
Strategic asset allocation | 29.00% | 25.00% |
Alternative Investments [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average target allocation, minimum | 0.00% | |
Weighted average target allocation, maximum | 15.00% | |
Strategic asset allocation | 7.00% | 7.00% |
Cash/Cash Equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average target allocation, minimum | 0.00% | |
Weighted average target allocation, maximum | 10.00% | |
Strategic asset allocation | 2.00% | 1.00% |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated 2017 Amortization (Detail) $ in Thousands | 12 Months Ended |
Aug. 31, 2016USD ($) | |
Pension Benefits [Member] | |
Estimated Amortization Expense [Line Items] | |
Prior service cost (credit) amortization | $ (270) |
Net loss amortization | 1,978 |
Total | 1,708 |
Other Post-Retirement Benefits [Member] | |
Estimated Amortization Expense [Line Items] | |
Prior service cost (credit) amortization | (7,351) |
Net loss amortization | 4,590 |
Total | $ (2,761) |
Employee Benefit Plans - Employ
Employee Benefit Plans - Employer Contributions and Benefit Payments which Reflect in Future Service (Detail) $ in Thousands | 12 Months Ended |
Aug. 31, 2016USD ($) | |
Pension Benefits [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
FYE 8/31/2017 (expected) | $ 3,050 |
2,017 | 6,169 |
2,018 | 6,538 |
2,019 | 6,804 |
2,020 | 7,187 |
2,021 | 7,481 |
2022 - 2026 | 39,713 |
Other Post-Retirement Benefits Gross [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
FYE 8/31/2017 (expected) | 2,541 |
2,017 | 2,894 |
2,018 | 3,009 |
2,019 | 3,215 |
2,020 | 3,486 |
2,021 | 3,705 |
2022 - 2026 | 18,491 |
Other Post-Retirement Benefits (Subsidy Receipts) [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
FYE 8/31/2017 (expected) | (301) |
2,017 | (301) |
2,018 | (348) |
2,019 | (395) |
2,020 | (439) |
2,021 | (481) |
2022 - 2026 | $ (3,204) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal | $ (4,328) | $ 25,298 | $ 20,431 |
State | 2,127 | 599 | 4,619 |
Current Income tax expense | (2,201) | 25,897 | 25,050 |
Federal | 43 | 16,671 | 14,453 |
State | (1,463) | 2,909 | 4,323 |
Deferred Income tax expense | (1,420) | 19,580 | 18,776 |
Income tax expense | $ (3,621) | $ 45,477 | $ 43,826 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U. S. federal income taxes at the statutory rate | $ (3,430) | $ 44,649 | $ 40,243 |
State income taxes, net of Federal benefit | 415 | 2,245 | 5,758 |
Domestic production activity deduction | (274) | (1,225) | (2,068) |
Permanent items | 533 | 538 | 405 |
Employment credits | (872) | (703) | (845) |
Other | 7 | (27) | 333 |
Income tax expense | $ (3,621) | $ 45,477 | $ 43,826 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Tax Liabilities (Assets) (Detail) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Accounts receivable allowance | $ (305) | $ (348) |
Inventory valuation | (1,103) | |
Accrued liabilities | (42,047) | (32,052) |
State net operating loss carryforwards | (11,772) | (7,695) |
Federal tax credits and carryforwards | (449) | |
Deferred income tax assets | (55,676) | (40,095) |
Inventory valuation | 6,911 | |
Property, plant and equipment | 91,804 | 87,765 |
Valuation allowance | 7,353 | 2,577 |
Other | 4,692 | 4,585 |
Deferred income tax liabilities | 103,849 | 101,838 |
Net deferred income tax liability | $ 48,173 | $ 61,743 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Taxable income prior to net operating loss deduction | $ 5,000,000 | |
Percentage of taxable income prior to net operating loss deduction | 30.00% | |
Recognized valuation allowance, net of federal benefit | $ 7,353,000 | $ 2,577,000 |
Pennsylvania [Member] | Minimum [Member] | ||
Net operating loss carry forwards expiration year | 2,023 | |
Pennsylvania [Member] | Maximum [Member] | ||
Net operating loss carry forwards expiration year | 2,036 | |
Pennsylvania [Member] | Entity One [Member] | ||
Net operating loss carry forwards | $ 128,000,000 | |
Pennsylvania [Member] | Entity Two [Member] | ||
Net operating loss carry forwards | $ 39,000,000 |
Disclosures About Fair Value 75
Disclosures About Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Debt Disclosure [Abstract] | ||
Carrying amount of debt instruments | $ 287,677,000 | $ 240,667,000 |
Estimated fair value of debt instruments | $ 287,457,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) | Aug. 30, 2013 | Jul. 26, 2013 | Aug. 31, 2016 | Aug. 31, 2015 |
Equity Note [Line Items] | ||||
Capital stock of the company, before amendment | 100 | |||
Capital stock of the company, after amendment | 50,100 | |||
Preferred stock, shares authorized | 50,000 | 25,000 | 25,000 | |
Par Value of preferred stock | $ 1,000 | $ 1,000 | ||
First Priority Senior Secured Notes Due Two Thousand Eighteen [Member] | ||||
Equity Note [Line Items] | ||||
Redemption of senior notes | $ 127,750,000 | |||
Series A Preferred Stock [Member] | ||||
Equity Note [Line Items] | ||||
Preferred stock, shares authorized | 25,000 | |||
Dividend rate on preferred stock | 6.00% | |||
Preferred stock, par value | $ 10,000 | |||
Shares issued by the company | 14,116.375 | |||
Par Value of preferred stock | $ 1,000 | |||
Proceeds from sale of preferred stock | $ 141,163,750 |
Transactions with Affiliated 77
Transactions with Affiliated Companies - Additional Information (Detail) | Jul. 26, 2013USD ($)shares | Aug. 31, 2016USD ($)Store | Aug. 31, 2015USD ($)Store | Aug. 31, 2014USD ($)Store | Sep. 29, 2000USD ($)Store |
Related Party Transaction [Line Items] | |||||
Rent payments made to related entities | $ 5,365,000 | $ 5,360,000 | $ 5,360,000 | ||
Minimum annual aggregate rental period | 10 years | ||||
Maximum annual aggregate rental period | 20 years | ||||
Net sales | $ 92,892,000 | 131,326,000 | 191,828,000 | ||
Due to related parties | 100,000 | ||||
Rent paid | 1,456,000 | 1,270,000 | 1,158,000 | ||
Series A Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued by the company | shares | 14,116.375 | ||||
Aggregate purchase price | $ 141,163,750 | ||||
Affiliate [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management fees and overhead expenses incurred in the management and operation of the retail units | 1,324,000 | 1,301,000 | 1,207,000 | ||
Payables to affiliate | 598,000 | 1,106,000 | |||
Related party transaction, share of occupancy expenses with affiliates | 401,000 | 420,000 | 420,000 | ||
Payment related to transaction with related party | 254,000 | 283,000 | |||
Captive Insurance Company [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payment related to transaction with related party | 4,662,000 | 4,774,000 | 4,399,000 | ||
Related Party Transaction Engineering Services Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payment related to transaction with related party | 589,000 | 349,000 | |||
Affiliated Companies [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payables to affiliate | (4,000) | 296,000 | |||
Related Party Transaction Service Fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Service fee paid | $ 2,400,000 | 2,000,000 | 2,000,000 | ||
Retail Units [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of retail units owned by the non-subsidiary | Store | 10 | ||||
Number of additional retail units terminated | Store | 8 | ||||
Retail Units [Member] | 42 Retail Units [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of retails units sold | Store | 42 | ||||
Retail units sold to affiliate | $ 23,870,000 | ||||
Retail Units [Member] | Fifty One Retail Units [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management fees and overhead expenses incurred in the management and operation of the retail units | $ 2,123,000 | $ 2,325,000 | $ 2,165,000 | ||
Number of retail units for which company billed affiliates for management fees and overhead expenses | Store | 51 | 51 | 51 | ||
Tax Sharing Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Capital contribution (distribution) | $ 470,000 | $ 36,000 | $ (3,034,000) | ||
Receivables from parent under tax sharing agreement | $ 0 | $ 2,500,000 |
Segments of Business - Addition
Segments of Business - Additional Information (Detail) | 12 Months Ended |
Aug. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Segments of Business - Summariz
Segments of Business - Summarized Financial Information of Company's Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Net Sales | |||||||||||
Sales, Net | $ 575,328 | $ 497,982 | $ 438,374 | $ 574,941 | $ 708,241 | $ 602,877 | $ 580,904 | $ 824,697 | $ 2,086,625 | $ 2,716,719 | $ 3,439,218 |
Operating Income | |||||||||||
Operating Income | (1,211) | $ 46,685 | $ (35,769) | $ 15,878 | 46,660 | $ 64,454 | $ 10,792 | $ 36,139 | 25,583 | 158,045 | 144,177 |
Depreciation and Amortization | |||||||||||
Depreciation and amortization | 47,775 | 41,554 | 31,804 | ||||||||
Capital Expenditures (including non-cash portion) | |||||||||||
Capital Expenditures | 81,856 | 51,854 | 49,505 | ||||||||
Total Assets | |||||||||||
Assets, Total | 879,717 | 885,466 | 879,717 | 885,466 | |||||||
Operating Segments [Member] | Retail [Member] | |||||||||||
Net Sales | |||||||||||
Sales, Net | 1,119,584 | 1,347,291 | 1,688,467 | ||||||||
Operating Income | |||||||||||
Operating Income | 4,287 | 32,362 | 14,502 | ||||||||
Depreciation and Amortization | |||||||||||
Depreciation and amortization | 8,228 | 7,288 | 6,566 | ||||||||
Capital Expenditures (including non-cash portion) | |||||||||||
Capital Expenditures | 22,759 | 13,635 | 11,271 | ||||||||
Total Assets | |||||||||||
Assets, Total | 191,063 | 178,200 | 191,063 | 178,200 | |||||||
Operating Segments [Member] | Wholesale [Member] | |||||||||||
Net Sales | |||||||||||
Sales, Net | 967,041 | 1,369,428 | 1,750,751 | ||||||||
Operating Income | |||||||||||
Operating Income | 21,296 | 125,683 | 129,675 | ||||||||
Depreciation and Amortization | |||||||||||
Depreciation and amortization | 39,547 | 34,266 | 25,238 | ||||||||
Capital Expenditures (including non-cash portion) | |||||||||||
Capital Expenditures | 59,097 | 38,219 | 38,234 | ||||||||
Total Assets | |||||||||||
Assets, Total | $ 688,654 | $ 707,266 | 688,654 | 707,266 | |||||||
Intersegment Eliminations [Member] | Wholesale [Member] | |||||||||||
Intersegment Sales | |||||||||||
Intersegment Sales | $ 388,860 | $ 566,853 | $ 875,264 |
Quarterly Financial Data (Una80
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Data (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Text Block [Abstract] | |||||||||||
Net sales | $ 575,328 | $ 497,982 | $ 438,374 | $ 574,941 | $ 708,241 | $ 602,877 | $ 580,904 | $ 824,697 | $ 2,086,625 | $ 2,716,719 | $ 3,439,218 |
Operating Profit (Loss) | (1,211) | 46,685 | (35,769) | 15,878 | 46,660 | 64,454 | 10,792 | 36,139 | $ 25,583 | $ 158,045 | $ 144,177 |
Net Income (Loss) | $ (2,895) | $ 27,741 | $ (25,596) | $ (5,612) | $ 28,127 | $ 34,707 | $ 1,603 | $ 17,614 |
Quarterly Financial Data (una81
Quarterly Financial Data (unaudited) - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Aug. 31, 2016 | |
Text Block [Abstract] | ||
Loss on extinguishment of debt | $ (19,316) | $ 19,316,000 |
Put and Call Option Agreement -
Put and Call Option Agreement - Additional Information (Detail) | Apr. 08, 2015USD ($)mi | Aug. 31, 2016 |
Open Option Contracts Written [Line Items] | ||
Miles of pipeline | mi | 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 Call and Put 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"). | |
Percentage increase in fixed annual fees | 2.00% | |
Maximum [Member] | ||
Open Option Contracts Written [Line Items] | ||
Construction expenses maximum limit not requiring approval | $ | $ 38,500,000 | |
Purchase Price [Member] | ||
Open Option Contracts Written [Line Items] | ||
Percentage book value of assets | 70.00% | |
Percentage of replacement costs | 100.00% | |
Percentage of regulatory costs | 100.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Oct. 20, 2016USD ($)Installments | Dec. 09, 2015USD ($)Installments | Aug. 31, 2016 | Oct. 20, 2015USD ($) |
Subsequent Event [Line Items] | ||||
Number of principal installments | Installments | 84 | |||
Periodic principal payment | $ 129,000 | |||
Principal balance due date | Dec. 9, 2022 | |||
Revolving Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity under new credit agreement | $ 50,000,000 | $ 50,000,000 | ||
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 | |||
Revolving Credit Facility [Member] | LIBOR [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument interest rates | 2.50% | |||
Revolving Credit Facility [Member] | Kwik-Fil Inc [Member] | ||||
Subsequent Event [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. | |||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity under new credit agreement | $ 25,000,000 | |||
Debt instrument fixed interest rate | 4.25% | |||
Number of principal installments | Installments | 83 | |||
Periodic principal payment | $ 83,000 | |||
Principal balance due date | Oct. 23, 2023 | |||
Revolving Credit Facility [Member] | Subsequent Event [Member] | LIBOR [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument interest rates | 2.50% |
Schedule - Valuation and Qualif
Schedule - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Text Block [Abstract] | |||
Balance at Beginning of Period | $ 850 | $ 1,070 | $ 1,800 |
Charged to Costs and Expenses | 390 | 750 | 1,050 |
Deductions | (490) | (970) | (1,780) |
Balance at End Of Period | $ 750 | $ 850 | $ 1,070 |