Form 10-Q

10-Q 1 d635486d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended November 30, 2013

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

For the transition period from to

Commission File No. 001-06198

UNITED REFINING COMPANY

(Exact name of registrant as specified in its charter)


Pennsylvania		25-1411751
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15 Bradley Street
Warren, Pennsylvania		16365
(Address of principal executive office)		(Zip Code)

814-723-1500

(Registrant’s telephone number, including area code)

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

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

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


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

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

As of January 14, 2014, there were 100 shares of common stock, par value $.10 per share, of the Registrant outstanding.

TABLE OF ADDITIONAL REGISTRANTS


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

FORM 10-Q – CONTENTS


		PAGE(S)
PART I. FINANCIAL INFORMATION			4

Item 1.	Financial Statements.		4

	Consolidated Balance Sheets – November 30, 2013 (unaudited) and August 31, 2013		4

	Consolidated Statements of Operations – Three Months Ended November 30, 2013 and 2012 (unaudited)		5

	Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended November 30, 2013 and 2012 (unaudited)		6

	Consolidated Statements of Cash Flows – Three Months Ended November 30, 2013 and 2012 (unaudited)		7

	Notes to Consolidated Financial Statements (unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		21

Item 4.	Controls and Procedures.		22

PART II. OTHER INFORMATION			23

Item 1.	Legal Proceedings.		23

Item 1A.	Risk Factors.		23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		23

Item 3.	Defaults Upon Senior Securities.		23

Item 4.	Mine Safety Disclosures.		23

Item 5.	Other Information.		23

Item 6.	Exhibits.		23

Signatures.			24

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share amounts)


	November 30, 2013 (Unaudited)			August 31, 2013
Assets
Current:
Cash and cash equivalents	$	119,389		$	158,537
Accounts receivable, net		103,032			125,196
Refundable income taxes		20,890			20,890
Inventories, net		185,032			130,966
Prepaid expenses and other assets		41,761			42,093
Amounts due from affiliated companies, net		495			—

Total current assets		470,599			477,682
Property, plant and equipment, net		295,406			289,132
Deferred financing costs, net		4,496			4,803
Goodwill		1,349			1,349
Tradename		10,500			10,500
Amortizable intangible assets, net		1,031			1,057
Deferred turnaround costs and other assets, net		10,188			11,772

	$	793,569		$	796,295

Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	1,861		$	1,592
Accounts payable		57,750			54,170
Accrued liabilities		24,235			18,715
Income taxes payable		6,650			8,587
Sales, use and fuel taxes payable		17,020			19,247
Deferred income taxes		365			365
Amounts due to affiliated companies, net		—			434

Total current liabilities		107,881			103,110
Long term debt: less current installments		238,325			237,114
Deferred income taxes		28,859			29,193
Deferred retirement benefits		67,387			69,675

Total liabilities		442,452			439,092

Commitments and contingencies
Stockholder’s equity:
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			—
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		157,251			159,844
Retained earnings		187,012			190,333
Accumulated other comprehensive loss		(7,262	)		(7,090	)

Total stockholder’s equity		351,117			357,203

	$	793,569		$	796,295

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Operation – (Unaudited)

(in thousands)


	Three Months Ended November 30,
	2013			2012
Net sales	$	891,715		$	957,062

Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)		838,165			798,885
Losses on derivative contracts		—			2,684
Selling, general and administrative expenses		41,146			40,814
Depreciation and amortization expenses		6,990			6,856

		886,301			849,239

Operating income		5,414			107,823

Other income (expense):
Interest expense, net		(6,534	)		(9,152	)
Other, net		(664	)		(889	)

		(7,198	)		(10,041	)

(Loss) income before income tax expense		(1,784	)		97,782
Income tax (benefit) expense		(697	)		38,135

Net (loss) income	$	(1,087	)	$	59,647

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss) – (Unaudited)

(in thousands)


	Three Months Ended November 30,
	2013			2012
Net (loss) income	$	(1,087	)	$	59,647
Other comprehensive (loss) income, net of taxes:
Unrecognized post retirement (costs) income, net of taxes of $(119) and $137 for the three months ended November 30, 2013 and 2012, respectively		(172	)		197

Other comprehensive (loss) income		(172	)		197

Total comprehensive (loss) income	$	(1,259	)	$	59,844

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows – (Unaudited)

(in thousands)


	Three Months Ended November 30,
	2013			2012
Cash flows from operating activities:
Net (loss) income	$	(1,087	)	$	59,647
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		7,564			6,843
Unrealized gain on derivative contracts		—			(5,120	)
Deferred income taxes		(215	)		983
Loss on asset disposition		5			—
Cash (used in) provided by working capital items		(27,563	)		22,327
Change in operating assets and liabilities:
Other assets, net		169			170
Deferred retirement benefits		(2,579	)		(1,989	)

Total adjustments		(22,619	)		23,214

Net cash (used in) provided by operating activities		(23,706	)		82,861

Cash flows from investing activities:
Additions to property, plant and equipment		(11,114	)		(5,721	)
Additions to deferred turnaround costs		(511	)		(42	)
Proceeds from asset dispositions		38			—

Net cash used in investing activities		(11,587	)		(5,763	)

Cash flows from financing activities:
Dividends to preferred shareholder and stockholder		(2,234	)		(30,453	)
Proceeds from issuance of long-term debt		1,426			—
Principal reductions of long-term debt		(454	)		(354	)
Distribution to parent under the tax sharing agreement		(2,593	)		—

Net cash used in financing activities		(3,855	)		(30,807	)

Net (decrease) increase in cash and cash equivalents		(39,148	)		46,291
Cash and cash equivalents, beginning of year		158,537			137,540

Cash and cash equivalents, end of period	$	119,389		$	183,831

Cash (used in) provided by working capital items:
Accounts receivable, net	$	22,164		$	18,790
Inventories, net		(54,066	)		(5,201	)
Prepaid expenses and other assets		332			(29,746	)
Amounts due from/due to affiliated companies, net		(929	)		(725	)
Accounts payable		3,580			7,441
Derivative liability		—			1,052
Accrued liabilities		5,520			8,255
Income taxes payable		(1,937	)		25,541
Sales, use, and fuel taxes payable		(2,227	)		(3,080	)

Total change	$	(27,563	)	$	22,327

Cash paid during the period for:
Interest	$	156		$	66
Income taxes	$	1,455		$	11,803

Non-cash investing activities:
Property additions & capital leases	$	241		$	748

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1.	Description of Business and Basis of Presentation

The consolidated financial statements include the accounts of United Refining Company and its subsidiaries, United Refining Company of Pennsylvania and its subsidiaries, United Biofuels, Inc. and Kiantone Pipeline Corporation (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. Operations are organized into two business segments: wholesale and retail.

The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment operates a network of Company operated retail units under the Red Apple Food Mart^® and Country Fair^® brand names selling petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names, as well as convenience and grocery items.

The Company is a wholly-owned subsidiary of United Refining, Inc., a wholly-owned subsidiary of United Acquisition Corp., which in turn is a wholly-owned subsidiary of Red Apple Group, Inc. (the “Parent”).

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended November 30, 2013 are not necessarily indicative of the results that may be expected for the year ending August 31, 2014. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2013.

2.	Inventories

Inventories are stated at the lower of cost or market, with cost being determined under the Last-in, First-out (LIFO) method for crude oil and petroleum product inventories and the First-in, First-out (FIFO) method for merchandise. Supply inventories are stated at either the lower of cost or market or replacement cost and include various parts for the refinery operations.

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Inventories consist of the following:


	November 30, 2013		August 31, 2013
	(in thousands)
Crude Oil	$	32,295	$	21,344
Petroleum Products		101,917		60,094

Total @ LIFO		134,212		81,438

Merchandise		25,014		24,002
Supplies		25,806		25,526

Total @ FIFO		50,820		49,528

Total Inventory	$	185,032	$	130,966

As of November 30, 2013 and August 31, 2013, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $94,765,000 and $108,984,000, respectively.

3.	Segments of Business

Intersegment revenues are calculated using market prices and are eliminated upon consolidation. Summarized financial information regarding the Company’s reportable segments is presented in the following tables (in thousands):


	Three Months Ended November 30,
	2013		2012
Net Sales
Retail	$	413,728	$	436,347
Wholesale		477,987		520,715

	$	891,715	$	957,062

Intersegment Sales
Wholesale	$	213,701	$	229,019

Operating Income
Retail	$	1,385	$	3,990
Wholesale		4,029		103,833

	$	5,414	$	107,823

Depreciation and Amortization
Retail	$	1,561	$	1,457
Wholesale		5,429		5,399

	$	6,990	$	6,856

Capital Expenditures (including non-cash)
Retail	$	3,078	$	2,886
Wholesale		8,277		3,583

	$	11,355	$	6,469

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)


	November 30, 2013		August 31, 2013
Total Assets
Retail	$	184,054	$	182,662
Wholesale		609,515		613,633

	$	793,569	$	796,295

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

4.	Subsidiary Guarantors

All of the Company’s wholly-owned subsidiaries fully and unconditionally guarantee on an unsecured basis, on a joint and several basis, the Company’s 10.50% Senior Secured Notes due 2018. There are no restrictions within the consolidated group on the ability of the Company or any of its subsidiaries to obtain loans from or pay dividends to other members of the consolidated group. Financial information of the Company’s wholly-owned subsidiary guarantors is as follows:

Condensed Consolidating Balance Sheets

(in thousands)


	November 30, 2013												August 31, 2013
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries
Assets
Current:
Cash and cash equivalents	$	103,148		$	16,241		$	—		$	119,389		$	141,386		$	17,151		$	—		$	158,537
Accounts receivable, net		66,213			36,819			—			103,032			83,800			41,396			—			125,196
Refundable income taxes		20,890			—			—			20,890			21,944			(1,054	)		—			20,890
Inventories, net		153,285			31,747			—			185,032			101,891			29,075			—			130,966
Prepaid expenses and other assets		35,959			5,802			—			41,761			37,860			4,233			—			42,093
Amounts due from affiliated companies, net		763			(268	)		—			495			—			—			—			—
Intercompany		136,279			5,398			(141,677	)		—			133,159			6,545			(139,704	)		—

Total current assets		516,537			95,739			(141,677	)		470,599			520,040			97,346			(139,704	)		477,682
Property, plant and equipment, net		182,823			112,583			—			295,406			179,326			109,806			—			289,132
Deferred financing costs, net		4,496			—			—			4,496			4,803			—			—			4,803
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			1,031			—			1,031			—			1,057			—			1,057
Deferred turnaround costs & other assets		7,475			2,713			—			10,188			9,055			2,717			—			11,772
Investment in subsidiaries		28,203			—			(28,203	)		—			27,503			—			(27,503	)		—

	$	739,534		$	223,915		$	(169,880	)	$	793,569		$	740,727		$	222,775		$	(167,207	)	$	796,295

Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	799		$	1,062		$	—		$	1,861		$	836		$	756			—			1,592
Accounts payable		37,186			20,564			—			57,750			31,625			22,545			—			54,170
Accrued liabilities		17,432			6,803			—			24,235			12,399			6,316			—			18,715
Income taxes payable		6,160			490			—			6,650			8,242			345			—			8,587
Sales, use and fuel taxes payable		13,398			3,622			—			17,020			14,933			4,314			—			19,247
Deferred income taxes		1,734			(1,369	)		—			365			1,734			(1,369	)		—			365
Amounts due to affiliated companies, net		—			—			—			—			(169	)		603			—			434
Intercompany		—			141,677			(141,677	)		—			—			139,704			(139,704	)		—

Total current liabilities		76,709			172,849			(141,677	)		107,881			69,600			173,214			(139,704	)		103,110
Long term debt: less current installments		232,493			5,832			—			238,325			232,180			4,934			—			237,114
Deferred income taxes		13,941			14,918			—			28,859			14,325			14,868			—			29,193
Deferred retirement benefits		65,274			2,113			—			67,387			67,419			2,256			—			69,675

Total liabilities		388,417			195,712			(141,677	)		442,452			383,524			195,272			(139,704	)		439,092

Commitment and contingencies
Stockholder’s equity
Common stock; $.10 par value per share –shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Preferred stock; $1,000 par value share – shares authorized 25,000; issued and outstanding 14,116		14,116			—			—			14,116			14,116			—			—			14,116
Additional paid-in capital		157,251			16,626			(16,626	)		157,251			159,844			16,626			(16,626	)		159,844
Retained earnings		187,012			12,919			(12,919	)		187,012			190,333			12,253			(12,253	)		190,333
Accumulated other comprehensive loss		(7,262	)		(1,360	)		1,360			(7,262	)		(7,090	)		(1,394	)		1,394			(7,090	)

Total stockholder’s equity		351,117			28,203			(28,203	)		351,117			357,203			27,503			(27,503	)		357,203

	$	739,534		$	223,915		$	(169,880	)	$	793,569		$	740,727		$	222,775		$	(167,207	)	$	796,295

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statements of Operations

(in thousands)


	Three Months Ended November 30, 2013												Three Months Ended November 30, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries
Net sales	$	691,688		$	415,006		$	(214,979	)	$	891,715		$	749,734		$	437,568		$	(230,240	)	$	957,062

Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)		675,725			377,419			(214,979	)		838,165			631,836			397,289			(230,240	)		798,885
Losses on derivative contracts		—			—			—			—			2,684			—			—			2,684
Selling, general and administrative expenses		6,531			34,615			—			41,146			5,913			34,901			—			40,814
Depreciation and amortization expenses		5,173			1,817			—			6,990			5,187			1,669			—			6,856

		687,429			413,851			—			886,301			645,620			433,859			(230,240	)		849,239

Operating income		4,259			1,155			—			5,414			104,114			3,709			—			107,823

Other income (expense):
Interest expense, net		(6,298	)		(236	)		—			(6,534	)		(9,030	)		(122	)		—			(9,152	)
Other, net		(848	)		184			—			(664	)		(1,068	)		179			—			(889	)
Equity in net income of subsidiaries		666			—			(666	)		—			2,321			—			(2,321	)		—

		(6,480	)		(52	)		(666	)		(7,198	)		(7,777	)		57			(2,321	)		(10,041	)

(Loss) income before income tax (benefit) expense		(2,221	)		1,103			(666	)		(1,784	)		96,337			3,766			(2,321	)		97,782
Income tax (benefit) expense		(1,134	)		437			—			(697	)		36,690			1,445			—			38,135

Net (loss) income	$	(1,087	)	$	666		$	(666	)	$	(1,087	)	$	59,647		$	2,321		$	(2,321	)	$	59,647

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statements of Cash Flows

(in thousands)


	Three Months Ended November 30, 2013											Three Months Ended November 30, 2012
	United Refining Company			Guarantors			Eliminations		United Refining Company and Subsidiaries			United Refining Company			Guarantors			Eliminations		United Refining Company and Subsidiaries
Net cash (used in) provided by operating activities	$	(26,209	)	$	2,503		$	—	$	(23,706	)	$	84,159		$	(1,298	)	$	—	$	82,861

Cash flows from investing activities:
Additions to property, plant and equipment		(6,607	)		(4,507	)		—		(11,114	)		(2,534	)		(3,187	)		—		(5,721	)
Additions to deferred turnaround costs		(401	)		(110	)		—		(511	)		(17	)		(25	)		—		(42	)
Proceeds from asset dispositions		38			—			—		38			—			—			—		—

Net cash used in investing activities		(6,970	)		(4,617	)		—		(11,587	)		(2,551	)		(3,212	)		—		(5,763	)

Cash flows from financing activities:
Dividends to preferred shareholder and stockholder		(2,234	)		—			—		(2,234	)		(30,453	)		—			—		(30,453	)
Proceeds from issuance of long-term debt		—			1,426			—		1,426			—			—			—		—
Principal reductions of long-term debt		(232	)		(222	)		—		(454	)		(247	)		(107	)		—		(354	)
Distribution to parent under the tax sharing agreement		(2,593	)		—			—		(2,593	)		—			—			—		—

Net cash used in financing activities		(5,059	)		1,204			—		(3,855	)		(30,700	)		(107	)		—		(30,807	)

Net (decrease) increase in cash and cash equivalents		(38,238	)		(910	)		—		(39,148	)		50,908			(4,617	)		—		46,291
Cash and cash equivalents, beginning of year		141,386			17,151			—		158,537			122,219			15,321			—		137,540

Cash and cash equivalents, end of period	$	103,148		$	16,241		$	—	$	119,389		$	173,127		$	10,704		$	—	$	183,831

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

5.	Employee Benefit Plans

For the periods ended November 30, 2013 and 2012, net pension and other postretirement benefit costs were comprised of the following:


	Pension Benefits						Other Post-Retirement Benefits
	Three Months Ended November 30,						Three Months Ended November 30,
	2013			2012			2013			2012
	(in thousands)
Service cost	$	149		$	164		$	194		$	238
Interest cost on benefit obligation		1,311			1,286			518			476
Expected return on plan assets		(1,403	)		(1,470	)		—			—
Amortization and deferral of net loss		175			335			(465	)		31

Net periodic benefit cost	$	232		$	315		$	247		$	745

As of November 30, 2013, $2,403,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2014.

The Company accrues post-retirement benefits other than pensions, during the years that the employees render the necessary service, of the expected cost of providing those benefits to an employee and the employee’s beneficiaries and covered dependents.

6.	Fair Value Measurements

The carrying values of all financial instruments classified as a current asset or a current liability approximate fair value because of the short maturity of these instruments. The fair value of marketable securities is determined by available market prices. The fair value exceeded the carrying value of the long term debt at November 30, 2013 and August 31, 2013 by $31,934,000 and $26,642,000, respectively.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

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

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

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

•

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

•

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

•

repayment of debt;

•

general economic, business and market conditions;

•

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

•

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

•

the availability and cost of financing to us;

•

environmental, tax and tobacco legislation or regulation;

•

volatility of gasoline prices, margins and supplies;

•

merchandising margins;

•

labor costs;

•

level of capital expenditures;

•

customer traffic;

•

weather conditions;

•

acts of terrorism and war;

•

business strategies;

•

expansion and growth of operations;

•

future projects and investments;

•

future exposure to currency devaluations or exchange rate fluctuations;

•

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

•

future operating results and financial condition.

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

Recent Developments

The Company continues to be impacted by the volatility in petroleum markets in fiscal 2014. The lagged 3-2-1 crackspread is measured by the difference between the prices of crude oil contracts traded on the NYMEX for the preceding month to the prices of NYMEX gasoline and heating oil contracts in the current trading month. The Company uses a lagged crackspread as a margin indicator as it reflects the margin during the time period between the purchase of crude oil and its delivery to the refinery for processing. The lagged crackspread for the first quarter of fiscal 2014 was $12.09. Through December 31, 2013 the indicated lagged crackspread for the second quarter ending February 28, 2014 was $23.47, an $11.38 increase from the average for the first quarter of fiscal 2014.

Results of Operations

The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names through a network of Company-operated retail units and convenience and grocery items through Company-owned gasoline stations and convenience stores under the Red Apple Food Mart^® and Country Fair^® brand names.

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

Retail Operations:


	Three Months Ended November 30,
	2013			2012
	(dollars in thousands)
Net Sales
Petroleum	$	345,712		$	368,786
Merchandise and other		68,016			67,561

Total Net Sales		413,728			436,347
Costs of goods sold		376,277			396,114
Selling, general and administrative expenses		34,505			34,786
Depreciation and amortization expenses		1,561			1,457

Segment Operating Income	$	1,385		$	3,990

Retail Operating Data:
Petroleum sales (thousands of gallons)		97,473			95,046
Petroleum margin (a)	$	20,392		$	23,199
Petroleum margin ($/gallon) (b)		.2092			.2441
Merchandise and other margins	$	17,058		$	17,033
Merchandise margin (percent of sales)		25	%		25	%

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

(b)

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

Comparison of Fiscal Quarters Ended November 30, 2013 and 2012

Net Sales

Retail sales decreased during the fiscal quarter ended November 30, 2013 by $22.6 million or 5.2% from the comparable period in fiscal 2013 from $436.3 million to $413.7 million. The decrease was primarily due to $23.1 million in petroleum sales offset by an increase of $.5 million in merchandise sales. The petroleum sales decrease resulted from an 8.6% decrease in retail selling prices per gallon offset by a 2.4 million gallon or a 2.6% increase in retail petroleum volume.

Costs of Goods Sold

Retail costs of goods sold decreased during the fiscal quarter ended November 30, 2013 by $19.8 million or 5.0% from the comparable period in fiscal 2013 from $396.1 million to $376.3 million. The decrease was primarily due to $18.7 million in petroleum purchase prices and freight cost of $2.9 million, offset by an increase in merchandise cost of $.4 million and fuel tax of $1.4 million.

Selling, General and Administrative Expenses

Retail Selling, General and Administrative (“SG&A”) expenses remained relatively consistent during fiscal 2014 to the comparable period in fiscal 2013.

Wholesale Operations:


	Three Months Ended November 30,
	2013		2012
	(dollars in thousands)
Net Sales (a)	$	477,987	$	520,715
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)		461,888		402,771
Losses on derivate contracts		—		2,684
Selling, general and administrative expenses		6,641		6,028
Depreciation and amortization expenses		5,429		5,399


Segment Operating Income	$	4,029	$	103,833

Key Wholesale Operating Statistics:


	Three Months Ended November 30,
	2013			2012
Refinery Product Yield (thousands of barrels)
Gasoline and gasoline blendstock		2,712			2,564
Distillates		1,401			1,422
Asphalt		1,990			1,808
Butane, propane, residual products, internally produced fuel and other (“Other”)		548			530

Total Product Yield		6,651			6,324

% Heavy Crude Oil of Total Refinery Throughput (b)		62	%		59	%
Crude throughput (thousand barrels per day)		67.2			64.6

Product Sales (thousand of barrels) (a)
Gasoline and gasoline blendstock		1,451			1,587
Distillates		1,076			1,181
Asphalt		1,930			1,773
Other		267			205

Total Product Sales Volume		4,724			4,746

Product Sales (dollars in thousands) (a)
Gasoline and gasoline blendstock	$	162,894		$	197,526
Distillates		140,281			162,392
Asphalt		158,409			149,387
Other		16,403			11,410

Total Product Sales	$	477,987		$	520,715

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

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

Comparison of Fiscal Quarters Ended November 30, 2013 and 2012

Net Sales

Wholesale sales decreased during the three months ended November 30, 2013 by $42.7 million or 8.2% from the comparable period in fiscal 2013 from $520.7 million to $478.0 million. The decrease was due to a 7.8% decrease in wholesale prices and a .5% decrease in wholesale volumes.

Costs of Goods Sold (exclusive of depreciation and amortization and losses on derivative contracts)

Wholesale costs of goods sold increased during the three months ended November 30, 2013 by $59.1 million or 14.7% from the comparable period in fiscal 2013 from $402.8 million to $461.9 million. The increase in wholesale costs of goods sold during this period was primarily due to an increase in cost and volume of raw materials.

Selling, General and Administrative Expenses

Wholesale SG&A expenses increased during the three months ended November 30, 2013 by $.6 million or 10.2% from the comparable period in fiscal 2013 from $6.0 million or 1.2% of net wholesale sales to $6.6 million or 1.4% of net wholesale sales. The increase was primarily due to payroll costs and professional services.

Consolidated Expenses:

Interest Expense, net

Net interest expense (interest expense less interest income) decreased during the three months ended November 30, 2013 by $2.6 million for the comparable period for fiscal 2013 from $9.1 million to $6.5 million. The decrease was due to the partial redemption of 10.500% First Priority Senior Secured Notes due 2018.

Income Tax Expense

The Company’s effective tax rate for the three months ended November 30, 2013 and 2012 remained approximately 39%.

Liquidity and Capital Resources

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

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


	November 30, 2013
Cash and cash equivalents	$	119,389
Working capital	$	362,718
Current ratio		4.4
Debt	$	240,186

Primary sources of liquidity have been cash and cash equivalents, and borrowing availability under our revolving credit facility (the “Amended and Restated Revolving Credit Facility”) with PNC Bank, N.A. as Administrator (the “Agent Bank”). We believe available capital resources are adequate to meet our working capital, debt service, and capital expenditure requirements for existing operations.

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

Significant Uses of Cash

The changes in cash for the three months ended November 30, 2013 were as follows. The cash used in working capital is shown below:


	Three Months Ended November 30, 2013
	(in millions)
Cash used in working capital items:
Accounts receivable decrease	$	22.2
Accrued liabilities increase		5.5
Accounts payable increase		3.6
Prepaid expense increase		.3
Increase in inventory		(54.1	)
Sales, use and fuel taxes payable decrease		(2.2	)
Income taxes payable decrease		(1.9	)
Amounts due from affiliated companies, net		(.9	)

Total change	$	(27.5	)

The decrease of available cash on hand of $39.1 million, including the $1.4 million of net cash received from lease proceeds was used mainly to:

•

Fund operating activities used in working capital items of $27.5 million

•

Fund capital expenditures and deferred turnaround costs of $11.6 million

•

Make a distribution to parent under tax sharing agreement of $2.6 million

•

Pay preferred shareholder dividends of $2.2 million

•

Make scheduled long-term debt repayments of $.5 million

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

Maintenance and non-discretionary capital expenditures have averaged approximately $6.0 million annually over the last three years for the refining and marketing operations. Management does not foresee any increase in these maintenance and non-discretionary capital expenditures during fiscal year 2014 at this time.

Future liquidity, both short and long-term, will continue to be primarily dependent on realizing a refinery margin sufficient to cover fixed and variable expenses, including planned capital expenditures. We expect to be able to meet our working capital, capital expenditure, contractual obligations, letter of credit and debt service requirements out of cash flow from operations, cash on hand and borrowings under our Amended and Restated Revolving Credit Facility of $175,000,000. This provides the Company with flexibility relative to its cash flow requirements in light of market fluctuations, particularly involving crude oil prices and seasonal business cycles and will assist the Company in meeting its working capital, ongoing capital expenditure needs and for general

corporate purposes. The agreement expires on May 18, 2016. Under the Amended and Restated Revolving Credit Facility, the applicable margin is calculated on the average unused availability as follows: (a) for base rate borrowing, at the greater of the Agent Bank’s prime rate or the Federal Funds Open Rate plus 1.5%; or the Daily LIBOR rate plus 3%; plus an applicable margin of 0% to .5%; (b) for euro-rate based borrowings, at the LIBOR Rate plus an applicable margin of 2.75% to 3.25%. The Agent Bank’s prime rate at November 30, 2013 was 3.25%.

The Amended and Restated Revolving Credit Facility is secured primarily by certain cash accounts, accounts receivable and inventory. Until maturity, we may borrow on a borrowing base formula as set forth in the facility. We had standby letters of credit of $8.9 million as of November 30, 2013 and there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility resulting in net availability of $166.1 million. As of January 14, 2014, there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility and there were standby letters of credit in the amount of $8.9 million, resulting in a net availability of $166.1 million and the Company had full access to it. The Company’s working capital ratio was 4.4 as of November 30, 2013.

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

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

Seasonal Factors

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

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

Inflation

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

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

The Company uses its Amended and Restated Revolving Credit Facility to finance a portion of its operations. This on-balance sheet financial instrument, to the extent it provides for variable rates, exposes the Company to interest rate risk resulting from changes in the Agent Bank’s Prime rate, the Federal Funds or LIBOR rate. As of January 14, 2014, there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility.

From time to time, the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, specifically crude oil option contracts and crack spread option

contracts are used to hedge the volatility of these items. 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.

Item 4.

Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of November 30, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of November 30, 2013, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended November 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Part II

OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

There have been no material changes in our Risk Factors disclosed in the Form 10-K for the year ended August 31, 2013.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.



Exhibit 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

Exhibit 101		Interactive XBRL Data

SIGNATURES

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

Date: January 14, 2014

UNITED REFINING COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

KIANTONE PIPELINE CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

UNITED REFINING COMPANY OF

PENNSYLVANIA

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

KIANTONE PIPELINE COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

UNITED JET CENTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

KWIK-FILL CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

INDEPENDENT GASOLINE AND OIL

COMPANY OF ROCHESTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

BELL OIL CORP.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

PPC, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

SUPER TEST PETROLEUM, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

KWIK-FIL, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

VULCAN ASPHALT REFINING CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

SIGNATURES

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

Date: January 14, 2014

COUNTRY FAIR, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President and Chief Operating Officer

/s/ James E. Murphy

James E. Murphy

Vice President Finance

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