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, 2014

or

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

For the transition period from                     to                     

Commission File No. 001-06198

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

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

814-723-1500

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  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, 2015, there were 100 shares of common stock, par value $.10 per share, of the Registrant outstanding.

TABLE OF ADDITIONAL REGISTRANTS

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

2

FORM 10-Q – CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION			4
Item 1.	Financial Statements.		4
	Consolidated Balance Sheets – November 30, 2014 (unaudited) and August 31, 2014		4
	Consolidated Statements of Income – Three Months Ended November 30, 2014 and 2013 (unaudited)		5
	Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended November 30, 2014 and 2013 (unaudited)		6
	Consolidated Statements of Cash Flows – Three Months Ended November 30, 2014 and 2013 (unaudited)		7
	Notes to Consolidated Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		20
Item 4.	Controls and Procedures.		21
PART II. OTHER INFORMATION			22
Item 1.	Legal Proceedings.		22
Item 1A.	Risk Factors.		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		22
Item 3.	Defaults Upon Senior Securities.		22
Item 4.	Mine Safety Disclosures.		22
Item 5.	Other Information.		22
Item 6.	Exhibits.		22
Signatures.			23

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share amounts)

	November 30, 2014 (Unaudited)			August 31, 2014
Assets
Current:
Cash and cash equivalents	$	67,671		$	99,037
Accounts receivable, net		93,377			92,391
Refundable income taxes		6,000			6,000
Inventories, net		189,463			151,472
Prepaid income taxes		14,107			13,674
Prepaid expenses and other assets		47,802			67,168
Total current assets		418,420			429,742
Property, plant and equipment, net		323,038			317,519
Deferred financing costs, net		3,268			3,575
Goodwill		1,349			1,349
Tradename		10,500			10,500
Amortizable intangible assets, net		857			951
Deferred integrity and replacement costs, net		63,346			64,916
Deferred turnaround costs and other assets, net		39,898			41,912
	$	860,676		$	870,464
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	1,555		$	1,551
Accounts payable		53,079			91,881
Accrued liabilities		24,275			18,691
Sales, use and fuel taxes payable		19,026			20,550
Deferred income taxes		2,810			2,810
Amounts due to affiliated companies, net		1,068			1,521
Total current liabilities		101,813			137,004
Long term debt: less current installments		238,140			237,974
Deferred income taxes		55,639			44,140
Deferred retirement benefits		65,732			67,121
Total liabilities		461,324			486,239
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		156,810			156,810
Retained earnings		237,992			222,495
Accumulated other comprehensive loss		(9,566	)		(9,196	)
Total stockholder’s equity		399,352			384,225
	$	860,676		$	870,464

See accompanying notes to consolidated financial statements.

4

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Income – (Unaudited)

(in thousands)

	Three Months Ended November 30,
	2014			2013
Net sales	$	824,697		$	891,715
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		737,168			838,165
Selling, general and administrative expenses		41,038			41,146
Depreciation and amortization expenses		10,352			6,990
		788,558			886,301
Operating income		36,139			5,414
Other expense:
Interest expense, net		(6,658	)		(6,534	)
Other, net		(608	)		(664	)
		(7,266	)		(7,198	)
Income (loss) before income tax expense (benefit)		28,873			(1,784	)
Income tax expense (benefit)		11,259			(697	)
Net income (loss)	$	17,614		$	(1,087	)

See accompanying notes to consolidated financial statements.

5

UNITED REFINING COMPANY AND SUBSIDIARIES

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

(in thousands)

	Three Months Ended November 30,
	2014			2013
Net income (loss)	$	17,614		$	(1,087	)
Other comprehensive loss, net of taxes:
Unrecognized post retirement costs, net of taxes of $(237) and $(119) for the three months ended November 30, 2014 and 2013, respectively		(370	)		(172	)
Other comprehensive loss		(370	)		(172	)
Total comprehensive income (loss)	$	17,244		$	(1,259	)

See accompanying notes to consolidated financial statements.

6

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows – (Unaudited)

(in thousands)

	Three Months Ended November 30,
	2014			2013
Cash flows from operating activities:
Net income (loss)	$	17,614		$	(1,087	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		10,958			7,564
Deferred income taxes		11,736			(215	)
Loss on asset dispositions		500			5
Cash used in working capital items		(26,609	)		(27,563	)
Change in operating assets and liabilities:
Other assets, net		236			169
Deferred retirement benefits		(1,996	)		(2,579	)
Total adjustments		(5,175	)		(22,619	)
Net cash provided by (used in) operating activities		12,439			(23,706	)
Cash flows from investing activities:
Additions to property, plant and equipment		(10,924	)		(11,114	)
Additions to deferred turnaround costs		(1,723	)		(511	)
Additions to deferred integrity and replacement costs		(28,630	)		—
Proceeds from asset dispositions		3			38
Net cash used in investing activities		(41,274	)		(11,587	)
Cash flows from financing activities:
Dividends to preferred shareholder and common stockholder		(2,117	)		(2,234	)
Proceeds from issuance of long-term debt		—			1,426
Principal reductions of long-term debt		(414	)		(454	)
Distribution to parent under the tax sharing agreement		—			(2,593	)
Net cash used in financing activities		(2,531	)		(3,855	)
Net decrease in cash and cash equivalents		(31,366	)		(39,148	)
Cash and cash equivalents, beginning of year		99,037			158,537
Cash and cash equivalents, end of period	$	67,671		$	119,389
Cash provided by (used in) working capital items:
Accounts receivable, net	$	(986	)	$	22,164
Inventories, net		(37,991	)		(54,066	)
Prepaid income taxes		(433	)		—
Prepaid expenses and other assets		19,366			332
Amounts due to (from) affiliated companies, net		(453	)		(929	)
Accounts payable		(10,172	)		3,580
Accrued liabilities		5,584			5,520
Income taxes payable		—			(1,937	)
Sales, use, and fuel taxes payable		(1,524	)		(2,227	)
Total change	$	(26,609	)	$	(27,563	)
Cash paid during the period for:
Interest	$	163		$	156
Income taxes	$	30		$	1,455
Non-cash investing activities:
Property additions & capital leases	$	285		$	241

See accompanying notes to consolidated financial statements.

7

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, 2014 are not necessarily indicative of the results that may be expected for the year ending August 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2014.

2. Inventories

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

Inventories consist of the following:

	November 30, 2014		August 31, 2014
	(in thousands)
Crude Oil	$	53,371	$	36,667
Petroleum Products		83,650		63,252
Total @ LIFO		137,021		99,919
Merchandise		24,928		23,983
Supplies		27,514		27,570
Total @ FIFO		52,442		51,553
Total Inventory	$	189,463	$	151,472

8

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

As of November 30, 2014 and August 31, 2014, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $77,917,000 and $109,711,000, 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,
	2014		2013
Net Sales
Retail	$	379,156	$	413,728
Wholesale		445,541		477,987
	$	824,697	$	891,715
Intersegment Sales
Wholesale	$	180,256	$	213,701
Operating Income
Retail	$	9,759	$	1,385
Wholesale		26,380		4,029
	$	36,139	$	5,414
Depreciation and Amortization
Retail	$	1,763	$	1,561
Wholesale		8,589		5,429
	$	10,352	$	6,990

	November 30, 2014		August 31, 2014
Total Assets
Retail	$	180,754	$	186,277
Wholesale		679,922		684,187
	$	860,676	$	870,464

9

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, 2014												August 31, 2014
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Assets
Current:
Cash and cash equivalents	$	50,107		$	17,564		$	—		$	67,671		$	79,356		$	19,681		$	—		$	99,037
Accounts receivable, net		57,771			35,606			—			93,377			51,452			40,939			—			92,391
Refundable income taxes		6,000			—			—			6,000			6,000			—			—			6,000
Inventories, net		159,279			30,184			—			189,463			122,161			29,311			—			151,472
Prepaid income taxes		17,697			(3,590	)		—			14,107			16,918			(3,244	)		—			13,674
Prepaid expenses and other assets		43,630			4,172			—			47,802			62,889			4,279			—			67,168
Intercompany		121,106			(422	)		(120,684	)		—			127,105			1,116			(128,221	)		—
Total current assets		455,590			83,514			(120,684	)		418,420			465,881			92,082			(128,221	)		429,742
Property, plant and equipment, net		203,565			119,473			—			323,038			199,703			117,816			—			317,519
Deferred financing costs, net		3,268			—			—			3,268			3,575			—			—			3,575
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			857			—			857			—			951			—			951
Deferred integrity and replacement costs, net		63,346			—			—			63,346			64,916			—			—			64,916
Deferred turnaround costs & other assets		36,233			3,665			—			39,898			39,302			2,610			—			41,912
Investment in subsidiaries		41,351			—			(41,351	)		—			35,811			—			(35,811	)		—
	$	803,353		$	219,358		$	(162,035	)	$	860,676		$	809,188		$	225,308		$	(164,032	)	$	870,464
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	540		$	1,015		$	—		$	1,555		$	519		$	1,032		$	—		$	1,551
Accounts payable		29,818			23,261			—			53,079			64,965			26,916			—			91,881
Accrued liabilities		16,968			7,307			—			24,275			12,315			6,376			—			18,691
Sales, use and fuel taxes payable		15,175			3,851			—			19,026			16,037			4,513			—			20,550
Deferred income taxes		3,770			(960	)		—			2,810			3,770			(960	)		—			2,810
Amounts due to affiliated companies, net		—			1,068			—			1,068			—			1,521			—			1,521
Intercompany		—			120,684			(120,684	)		—			—			128,221			(128,221	)		—
Total current liabilities		66,271			156,226			(120,684	)		101,813			97,606			167,619			(128,221	)		137,004
Long term debt: less current installments		233,358			4,782			—			238,140			232,946			5,028			—			237,974
Deferred income taxes		40,085			15,554			—			55,639			28,816			15,324			—			44,140
Deferred retirement benefits		64,287			1,445			—			65,732			65,595			1,526			—			67,121
Total liabilities		404,001			178,007			(120,684	)		461,324			424,963			189,497			(128,221	)		486,239
Commitment and contingencies
Stockholder’s equity
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Series A Preferred stock; $1,000 par value share – shares authorized 25,000; issued and outstanding 14,116		14,116			—			—			14,116			14,116			—			—			14,116
Additional paid-in capital		156,810			16,626			(16,626	)		156,810			156,810			16,626			(16,626	)		156,810
Retained earnings		237,992			25,666			(25,666	)		237,992			222,495			20,143			(20,143	)		222,495
Accumulated other comprehensive loss		(9,566	)		(959	)		959			(9,566	)		(9,196	)		(976	)		976			(9,196	)
Total stockholder’s equity		399,352			41,351			(41,351	)		399,352			384,225			35,811			(35,811	)		384,225
	$	803,353		$	219,358		$	(162,035	)	$	860,676		$	809,188		$	225,308		$	(164,032	)	$	870,464

10

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statements of Income

(in thousands)

	Three Months Ended November 30, 2014												Three Months Ended November 30, 2013
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	625,797		$	380,346		$	(181,446	)	$	824,697		$	691,688		$	415,006		$	(214,979	)	$	891,715
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		583,955			334,659			(181,446	)		737,168			675,725			377,419			(214,979	)		838,165
Selling, general and administrative expenses		6,717			34,321			—			41,038			6,531			34,615			—			41,146
Depreciation and amortization expenses		8,295			2,057			—			10,352			5,173			1,817			—			6,990
		598,967			371,037			(181,446	)		788,558			687,429			413,851			(214,979	)		886,301
Operating income		26,830			9,309			—			36,139			4,259			1,155			—			5,414
Other income (expense):
Interest expense, net		(6,413	)		(245	)		—			(6,658	)		(6,298	)		(236	)		—			(6,534	)
Other, net		(773	)		165			—			(608	)		(848	)		184			—			(664	)
Equity in net income of subsidiaries		5,523			—			(5,523	)		—			666			—			(666	)		—
		(1,663	)		(80	)		(5,523	)		(7,266	)		(6,480	)		(52	)		(666	)		(7,198	)
Income (loss) before income tax expense (benefit)		25,167			9,229			(5,523	)		28,873			(2,221	)		1,103			(666	)		(1,784	)
Income tax expense (benefit)		7,553			3,706			—			11,259			(1,134	)		437			—			(697	)
Net income (loss)	$	17,614		$	5,523		$	(5,523	)	$	17,614		$	(1,087	)	$	666		$	(666	)	$	(1,087	)

11

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statements of Cash Flows

(in thousands)

	Three Months Ended November 30, 2014											Three Months Ended November 30, 2013
	United Refining Company			Guarantors			Eliminations		United Refining Company and Subsidiaries			United Refining Company			Guarantors			Eliminations		United Refining Company and Subsidiaries
Net cash provided by (used in) operating activities	$	9,206		$	3,233		$	—	$	12,439		$	(26,209	)	$	2,503		$	—	$	(23,706	)
Cash flows from investing activities:
Additions to property, plant and equipment		(7,004	)		(3,920	)		—		(10,924	)		(6,607	)		(4,507	)		—		(11,114	)
Additions to deferred turnaround costs		(554	)		(1,169	)		—		(1,723	)		(401	)		(110	)		—		(511	)
Additions to deferred integrity and replacement costs		(28,630	)		—			—		(28,630	)		—			—			—		—
Proceeds from asset dispositions		1			2			—		3			38			—			—		38
Net cash used in investing activities		(36,187	)		(5,087	)		—		(41,274	)		(6,970	)		(4,617	)		—		(11,587	)
Cash flows from financing activities:
Dividends to preferred shareholder and common stockholder		(2,117	)		—			—		(2,117	)		(2,234	)		—			—		(2,234	)
Proceeds from issuance of long-term debt		—			—			—		—			—			1,426			—		1,426
Principal reductions of long-term debt		(151	)		(263	)		—		(414	)		(232	)		(222	)		—		(454	)
Distribution to parent under the tax sharing agreement		—			—			—		—			(2,593	)		—			—		(2,593	)
Net cash (used in) provided by financing activities		(2,268	)		(263	)		—		(2,531	)		(5,059	)		1,204			—		(3,855	)
Net decrease in cash and cash equivalents		(29,249	)		(2,117	)		—		(31,366	)		(38,238	)		(910	)		—		(39,148	)
Cash and cash equivalents, beginning of year		79,356			19,681			—		99,037			141,386			17,151			—		158,537
Cash and cash equivalents, end of period	$	50,107		$	17,564		$	—	$	67,671		$	103,148		$	16,241		$	—	$	119,389

12

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

5. Employee Benefit Plans

For the periods ended November 30, 2014 and 2013, 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,
	2014			2013			2014			2013
	(in thousands)
Service cost	$	157		$	149		$	(151	)	$	194
Interest cost on benefit obligation		1,213			1,311			(413	)		518
Expected return on plan assets		(1,588	)		(1,403	)		—			—
Amortization and deferral of net loss		180			175			786			(465	)
Net periodic benefit cost	$	(38	)	$	232		$	222		$	247

As of November 30, 2014, $1,138,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2015.

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

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, 2014 and August 31, 2014 by $21,889,000 and $19,960,000, respectively.

13

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

Forward Looking Statements

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

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

Although we believe our expectations are based on reasonable assumptions within the bounds of its knowledge, investors and prospective investors are cautioned that such statements are only projections and that actual events or results may differ materially depending on a variety of factors described in greater detail in the Company’s filings with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, 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;

14

• 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 2015. 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 2015 was $9.03. Through December 31, 2014 the indicated lagged crackspread for the second quarter ending February 28, 2015 was $6.50, a $2.53 decrease from the average for the first quarter of fiscal 2015.

Results of Operations

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

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

15

Retail Operations:

	Three Months Ended November 30,
	2014			2013
	(dollars in thousands)
Net Sales
Petroleum	$	310,965		$	345,712
Merchandise and other		68,191			68,016
Total Net Sales		379,156			413,728
Costs of goods sold		333,427			376,277
Selling, general and administrative expenses		34,207			34,505
Depreciation and amortization expenses		1,763			1,561
Segment Operating Income	$	9,759		$	1,385
Retail Operating Data:
Petroleum sales (thousands of gallons)		92,470			97,473
Petroleum margin (a)	$	28,331		$	20,392
Petroleum margin ($/gallon) (b)		.3064			.2092
Merchandise and other margins	$	17,398		$	17,058
Merchandise margin (percent of sales)		26	%		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, 2014 and 2013

Net Sales

Retail sales decreased during the fiscal quarter ended November 30, 2014 by $34.6 million or 8.4% from the comparable period in fiscal 2014 from $413.7 million to $379.1 million. The decrease was due to a $34.6 million decrease in petroleum sales. The petroleum sales decrease resulted from a 5.0 million gallon or a 5.1% decrease in retail petroleum volume and a 5.2% decrease in retail selling prices per gallon.

Costs of Goods Sold

Retail costs of goods sold decreased during the fiscal quarter ended November 30, 2014 by $42.9 million or 11.4% from the comparable period in fiscal 2014 from $376.3 million to $333.4 million. The decrease was primarily due to $44.9 million in petroleum purchases, $.2 million in freight costs and $.2 million in merchandise costs offset by an increase in fuel taxes of $2.4 million.

Selling, General and Administrative Expenses

Retail Selling, General and Administrative (“SG&A”) expenses remained relatively constant during the fiscal quarters ended November 30, 2014 and 2013.

16

Wholesale Operations:

	Three Months Ended November 30,
	2014		2013
	(dollars in thousands)
Net Sales (a)	$	445,541	$	477,987
Costs of goods sold (exclusive of depreciation, amortization)		403,741		461,888
Selling, general and administrative expenses		6,831		6,641
Depreciation and amortization expenses		8,589		5,429
Segment Operating Income	$	26,380	$	4,029

Key Wholesale Operating Statistics:

	Three Months Ended November 30,
	2014			2013
Refinery Product Yield (thousands of barrels)
Gasoline and gasoline blendstock		2,533			2,712
Distillates		1,372			1,401
Asphalt		1,837			1,990
Butane, propane, residual products, internally produced fuel and other (“Other”)		654			548
Total Product Yield		6,396			6,651
% Heavy Crude Oil of Total Refinery Throughput (b)		62	%		62	%
Crude throughput (thousand barrels per day)		64.1			67.2
Product Sales (thousand of barrels) (a)
Gasoline and gasoline blendstock		1,571			1,451
Distillates		1,087			1,076
Asphalt		1,760			1,930
Other		192			267
Total Product Sales Volume		4,610			4,724
Product Sales (dollars in thousands) (a)
Gasoline and gasoline blendstock	$	154,238		$	162,894
Distillates		121,186			140,281
Asphalt		160,452			158,409
Other		9,665			16,403
Total Product Sales	$	445,541		$	477,987

(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, 2014 and 2013

Net Sales

Wholesale sales decreased during the three months ended November 30, 2014 by $32.4 million or 6.8% from the comparable period in fiscal 2014 from $477.9 million to $445.5 million. The decrease was due primarily to a 2.3% decrease in wholesale volume and a 4.6% decrease in wholesale prices.

17

Costs of Goods Sold (exclusive of depreciation and amortization)

Wholesale costs of goods sold decreased during the three months ended November 30, 2014 by $58.2 million or 12.6% from the comparable period in fiscal 2014 from $461.9 million to $403.7 million. The decrease in wholesale costs of goods sold during this period was primarily due to a decrease in cost and volume of raw materials.

Selling, General and Administrative Expenses

Wholesale SG&A expenses remained relatively constant during the three months ended November 30, 2014 and 2013.

Depreciation and Amortization

Depreciation, amortization increased during the three months ended November 30, 2014 by $3.2 million for the comparable period for fiscal 2014 from $5.4 million to $8.6 million. The increase was primarily due to increases of $1.6 million in turnaround cost amortization and $1.6 million amortization of integrity and replacement costs.

Consolidated Expenses:

Interest Expense, net

Net interest expense (interest expense less interest income) remained relatively constant during the three months ended November 30, 2014 and 2013.

Income Tax Expense

The Company’s effective tax rate remained approximately 39% for the three months ended November 30, 2014 and 2013.

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, 2014
Cash and cash equivalents	$	67,671
Working capital	$	316,607
Current ratio		4.1
Debt	$	239,695

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.

18

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, 2014 are described below.

The cash used in working capital is shown below:

	Three Months Ended November 30, 2014
	(in millions)
Cash used in working capital items:
Prepaid expense decrease	$	19.4
Accrued liabilities increase		5.6
Inventory increase		(38.0	)
Accounts payable decrease		(10.2	)
Sales, use and fuel taxes payable decrease		(1.5	)
Accounts receivable increase		(1.0	)
Amounts due from affiliated companies, net		(.5	)
Prepaid income taxes increase		(.4	)
Total change	$	(26.6	)

Available cash on hand decreased by $31.4 million. Other cash uses included:

• Fund operating activities used in working capital items of $26.6 million

• Fund capital expenditures and deferred turnaround costs of $12.6 million

• Dividends to preferred stockholder and common stockholder of $2.1 million

• Scheduled long-term debt repayments of $.4 million

• Fund deferred integrity and replacement costs of $28.6 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 2015 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

19

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, 2014 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 $8.8 million as of November 30, 2014 and there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility resulting in net availability of $166.2 million. As of January 14, 2015, there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility and there were standby letters of credit in the amount of $8.8 million, resulting in a net availability of $166.2 million and the Company had full access to it. The Company’s working capital ratio was 4.1 as of November 30, 2014.

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, 2015, 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 Consolidated Statements of Income. There has been no derivative activity in fiscal 2015.

20

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, 2014. 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, 2014, 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, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

21

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, 2014.

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 10.1	Amendment, dated December 16, 2014, to letter agreement between Enbridge Energy Limited Partnership and Enbridge Pipeline, Inc. and United Refining Company and Kiantone Pipeline Corporation
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

22

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, 2015

UNITED REFINING COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

23

SIGNATURES

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

Date: January 14, 2015

KIANTONE PIPELINE CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

24

SIGNATURES

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

Date: January 14, 2015

UNITED REFINING COMPANY OF

PENNSYLVANIA

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

25

SIGNATURES

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

Date: January 14, 2015

KIANTONE PIPELINE COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

26

SIGNATURES

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

Date: January 14, 2015

UNITED JET CENTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

27

SIGNATURES

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

Date: January 14, 2015

KWIK-FILL CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

28

SIGNATURES

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

Date: January 14, 2015

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

29

SIGNATURES

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

Date: January 14, 2015

BELL OIL CORP.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

30

SIGNATURES

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

Date: January 14, 2015

PPC, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

31

SIGNATURES

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

Date: January 14, 2015

SUPER TEST PETROLEUM, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

32

SIGNATURES

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

Date: January 14, 2015

KWIK-FIL, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

33

SIGNATURES

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

Date: January 14, 2015

VULCAN ASPHALT REFINING CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

34

SIGNATURES

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

Date: January 14, 2015

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

35

EX-10.1

Exhibit 10.1

Enbridge Pipelines Inc. 3000, 425-1^st Street SW Calgary, AB T2P 3L8

Enbridge Energy Limited Partnership

1100 Louisiana Street, Suite 3300

Houston, TX 77002

December 16, 2014

United Refining Company and

Kiantone Pipeline Corporation

823 11^th Ave.

New York, New York 10019

Attention: J. Nelson Happy

Subject: Amendment to the Letter Agreement between Enbridge Pipelines Inc., Enbridge Energy Limited Partnership, United Refining Company and Kiantone Pipeline Corporation dated July 31, 2014 (the “Letter Agreement”)

The parties agree that Section C.1 of the Letter Agreement shall be amended by replacing “December 31, 2014” with “January 31, 2015.”

Please acknowledge your agreement to the terms and conditions contained herein by signing the enclosed duplicate copy in the space provided below and returning the acknowledged copy to the undersigned.

ENBRIDGE ENERGY, LIMITED PARTNERSHIP BY ENBRIDGE PIPELINES (LAKEHEAD) L.L.C. ITS GENERAL PARTNER		ENBRIDGE PIPELINES INC.
Per:	/s/ Joel Kanvik	Per:	/s/ Tyler W. Robinson
	Joel Kanvik Corporate Secretary		Tyler W. Robinson Corporate Secretary

Per:	/s/ Veen Natula
	Veen Natula Vice President

UNITED REFINING COMPANY		KIANTONE PIPELINE CORPORATION
Per:	/s/ John A. Catsimatidis	Per:	/s/ John A. Catsimatidis
	John A. Catsimatidis Chairman & CEO		John A. Catsimatidis Chairman & CEO

EX-31.1

Exhibit 31.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John A. Catsimatidis, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Refining Company (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 14, 2015	Signature:	/s/ John A. Catsimatidis
		John A. Catsimatidis
		Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James E. Murphy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Refining Company (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 14, 2015	Signature:	/s/ James E. Murphy
		James E. Murphy
		Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of United Refining Company, a Pennsylvania corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended November 30, 2014 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: January 14, 2015	By:	/s/ John A. Catsimatidis
		John A. Catsimatidis
		Principal Executive Officer

Dated: January 14, 2015	By:	/s/ James E. Murphy
		James E. Murphy
		Principal Financial Officer

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Subsidiary Guarantors - Schedule of Condensed Consolidating Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 824,697	$ 891,715
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)	737,168	838,165
Selling, general and administrative expenses	41,038	41,146
Depreciation and amortization expenses	10,352	6,990
Total expenses	788,558	886,301
Operating income	36,139	5,414
Other income (expense):
Interest expense, net	(6,658)	(6,534)
Other, net	(608)	(664)
Total other income (expense)	(7,266)	(7,198)
Income (loss) before income tax expense (benefit)	28,873	(1,784)
Income tax expense (benefit)	11,259	(697)
Net income (loss)	17,614	(1,087)
United Refining Company [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	625,797	691,688
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)	583,955	675,725
Selling, general and administrative expenses	6,717	6,531
Depreciation and amortization expenses	8,295	5,173
Total expenses	598,967	687,429
Operating income	26,830	4,259
Other income (expense):
Interest expense, net	(6,413)	(6,298)
Other, net	(773)	(848)
Equity in net income of subsidiaries	5,523	666
Total other income (expense)	(1,663)	(6,480)
Income (loss) before income tax expense (benefit)	25,167	(2,221)
Income tax expense (benefit)	7,553	(1,134)
Net income (loss)	17,614	(1,087)
Guarantors [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	380,346	415,006
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)	334,659	377,419
Selling, general and administrative expenses	34,321	34,615
Depreciation and amortization expenses	2,057	1,817
Total expenses	371,037	413,851
Operating income	9,309	1,155
Other income (expense):
Interest expense, net	(245)	(236)
Other, net	165	184
Total other income (expense)	(80)	(52)
Income (loss) before income tax expense (benefit)	9,229	1,103
Income tax expense (benefit)	3,706	437
Net income (loss)	5,523	666
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	(181,446)	(214,979)
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)	(181,446)	(214,979)
Total expenses	(181,446)	(214,979)
Other income (expense):
Equity in net income of subsidiaries	(5,523)	(666)
Total other income (expense)	(5,523)	(666)
Income (loss) before income tax expense (benefit)	(5,523)	(666)
Net income (loss)	$ (5,523)	$ (666)

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Inventories

3 Months Ended

Nov. 30, 2014

Inventory Disclosure [Abstract]

Inventories

2. Inventories

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

Inventories consist of the following:

	November 30, 2014		August 31, 2014
	(in thousands)
Crude Oil	$	53,371	$	36,667
Petroleum Products		83,650		63,252
Total @ LIFO		137,021		99,919
Merchandise		24,928		23,983
Supplies		27,514		27,570
Total @ FIFO		52,442		51,553
Total Inventory	$	189,463	$	151,472

As of November 30, 2014 and August 31, 2014, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $77,917,000 and $109,711,000, respectively.

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Fair Value Measurements - Additional Information (Detail) (USD $)	Nov. 30, 2014	Aug. 31, 2014
Debt Instrument Fair Value Carrying Value [Abstract]
Fair value of long term debt	$ 21,889,000	$ 19,960,000

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Employee Benefit Plans - Additional Information (Detail) (USD $)	3 Months Ended
	Nov. 30, 2014
Compensation and Retirement Disclosure [Abstract]
Defined pension plan contributions	$ 1,138,000

XML

Description of Business and Basis of Presentation

3 Months Ended

Nov. 30, 2014

Accounting Policies [Abstract]

Description of Business and Basis of Presentation

1. Description of Business and Basis of Presentation

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

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

The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment operates a network of Company operated retail units under the Red Apple Food Mart^® 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, 2014 are not necessarily indicative of the results that may be expected for the year ending August 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2014.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Nov. 30, 2014	Aug. 31, 2014
Current:
Cash and cash equivalents	$ 67,671	$ 99,037
Accounts receivable, net	93,377	92,391
Refundable income taxes	6,000	6,000
Inventories, net	189,463	151,472
Prepaid income taxes	14,107	13,674
Prepaid expenses and other assets	47,802	67,168
Total current assets	418,420	429,742
Property, plant and equipment, net	323,038	317,519
Deferred financing costs, net	3,268	3,575
Goodwill	1,349	1,349
Tradename	10,500	10,500
Amortizable intangible assets, net	857	951
Deferred integrity and replacement costs, net	63,346	64,916
Deferred turnaround costs and other assets, net	39,898	41,912
Total assets	860,676	870,464
Current:
Current installments of long-term debt	1,555	1,551
Accounts payable	53,079	91,881
Accrued liabilities	24,275	18,691
Sales, use and fuel taxes payable	19,026	20,550
Deferred income taxes	2,810	2,810
Amounts due to affiliated companies, net	1,068	1,521
Total current liabilities	101,813	137,004
Long term debt: less current installments	238,140	237,974
Deferred income taxes	55,639	44,140
Deferred retirement benefits	65,732	67,121
Total liabilities	461,324	486,239
Commitments and contingencies
Stockholder's equity:
Common stock; $.10 par value per share-shares authorized 100; issued and outstanding 100	0	0
Additional paid-in capital	156,810	156,810
Retained earnings	237,992	222,495
Accumulated other comprehensive loss	(9,566)	(9,196)
Total stockholder's equity	399,352	384,225
Total liabilities and stockholder's equity	860,676	870,464
Series A Preferred Stock [Member]
Stockholder's equity:
Series A Preferred stock; $1,000 par value per share-shares authorized 25,000; issued and outstanding 14,116	$ 14,116	$ 14,116

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Consolidated Statements of Comprehensive Income (Loss) - (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Statement of Comprehensive Income [Abstract]
Unrecognized post retirement costs, taxes	$ (237)	$ (119)

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Subsidiary Guarantors - Additional Information (Detail) (10.50% Senior Secured Notes [Member])	Nov. 30, 2014
10.50% Senior Secured Notes [Member]
Guarantor Obligations [Line Items]
Senior Secured Notes, interest rate	10.50%

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Subsidiary Guarantors - Schedule of Condensed Consolidating Balance Sheets (Parenthetical) (Detail) (USD $)	Nov. 30, 2014	Aug. 31, 2014
Condensed Financial Statements, Captions [Line Items]
Common stock, par value per share	$ 0.10	$ 0.10
Common stock, shares authorized	100	100
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100
Guarantors [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock, par value per share	$ 0.10	$ 0.10
Common stock, shares authorized	100	100
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100
Series A Preferred Stock [Member]
Condensed Financial Statements, Captions [Line Items]
Preferred stock, par value per share	$ 1,000	$ 1,000
Preferred stock, shares authorized	25,000	25,000
Preferred stock, shares issued	14,116	14,116
Preferred stock, shares outstanding	14,116	14,116
Series A Preferred Stock [Member] | United Refining Company [Member]
Condensed Financial Statements, Captions [Line Items]
Preferred stock, par value per share	$ 1,000	$ 1,000
Preferred stock, shares authorized	25,000	25,000
Preferred stock, shares issued	14,116	14,116
Preferred stock, shares outstanding	14,116	14,116

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Consolidated Statements of Cash Flows- (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Cash flows from operating activities:
Net income (loss)	$ 17,614	$ (1,087)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	10,958	7,564
Deferred income taxes	11,736	(215)
Loss on asset dispositions	500	5
Cash used in working capital items	(26,609)	(27,563)
Change in operating assets and liabilities:
Other assets, net	236	169
Deferred retirement benefits	(1,996)	(2,579)
Total adjustments	(5,175)	(22,619)
Net cash provided by (used in) operating activities	12,439	(23,706)
Cash flows from investing activities:
Additions to property, plant and equipment	(10,924)	(11,114)
Additions to deferred turnaround costs	(1,723)	(511)
Additions to deferred integrity and replacement costs	(28,630)
Proceeds from asset dispositions	3	38
Net cash used in investing activities	(41,274)	(11,587)
Cash flows from financing activities:
Dividends to preferred shareholder and common stockholder	(2,117)	(2,234)
Proceeds from issuance of long-term debt		1,426
Principal reductions of long-term debt	(414)	(454)
Distribution to parent under the tax sharing agreement		(2,593)
Net cash used in financing activities	(2,531)	(3,855)
Net decrease in cash and cash equivalents	(31,366)	(39,148)
Cash and cash equivalents, beginning of year	99,037	158,537
Cash and cash equivalents, end of period	67,671	119,389
Cash provided by (used in) working capital items:
Accounts receivable, net	(986)	22,164
Inventories, net	(37,991)	(54,066)
Prepaid income taxes	(433)
Prepaid expenses and other assets	19,366	332
Amounts due to (from) affiliated companies, net	(453)	(929)
Accounts payable	(10,172)	3,580
Accrued liabilities	5,584	5,520
Income taxes payable		(1,937)
Sales, use, and fuel taxes payable	(1,524)	(2,227)
Total change	(26,609)	(27,563)
Cash paid during the period for:
Interest	163	156
Income taxes	30	1,455
Non-cash investing activities:
Property additions & capital leases	$ 285	$ 241

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Consolidated Balance Sheets (Parenthetical) (USD $)	Nov. 30, 2014	Aug. 31, 2014
Common stock, par value per share	$ 0.10	$ 0.10
Common stock, shares authorized	100	100
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100
Series A Preferred Stock [Member]
Preferred stock, par value per share	$ 1,000	$ 1,000
Preferred stock, shares authorized	25,000	25,000
Preferred stock, shares issued	14,116	14,116
Preferred stock, shares outstanding	14,116	14,116

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Employee Benefit Plans (Tables)

3 Months Ended

Nov. 30, 2014

Compensation and Retirement Disclosure [Abstract]

Components of Net Pension and Other Post-Retirement Benefit Cost

For the periods ended November 30, 2014 and 2013, 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,
	2014			2013			2014			2013
	(in thousands)
Service cost	$	157		$	149		$	(151	)	$	194
Interest cost on benefit obligation		1,213			1,311			(413	)		518
Expected return on plan assets		(1,588	)		(1,403	)		—			—
Amortization and deferral of net loss		180			175			786			(465	)
Net periodic benefit cost	$	(38	)	$	232		$	222		$	247

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Document and Entity Information	3 Months Ended
	Nov. 30, 2014	Jan. 14, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2014
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Trading Symbol	UNRF
Entity Registrant Name	UNITED REFINING CO
Entity Central Index Key	0000101462
Current Fiscal Year End Date	--08-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		100

XML

Description of Business and Basis of Presentation - Additional Information (Detail)	3 Months Ended
	Nov. 30, 2014 Segment
Accounting Policies [Abstract]
Number of business segments	2

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Consolidated Statements of Income- (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Income Statement [Abstract]
Net sales	$ 824,697	$ 891,715
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)	737,168	838,165
Selling, general and administrative expenses	41,038	41,146
Depreciation and amortization expenses	10,352	6,990
Total costs and expenses	788,558	886,301
Operating income	36,139	5,414
Other expense:
Interest expense, net	(6,658)	(6,534)
Other, net	(608)	(664)
Total other income (expense)	(7,266)	(7,198)
Income (loss) before income tax expense (benefit)	28,873	(1,784)
Income tax expense (benefit)	11,259	(697)
Net income (loss)	$ 17,614	$ (1,087)

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Employee Benefit Plans

3 Months Ended

Nov. 30, 2014

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

5. Employee Benefit Plans

For the periods ended November 30, 2014 and 2013, 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,
	2014			2013			2014			2013
	(in thousands)
Service cost	$	157		$	149		$	(151	)	$	194
Interest cost on benefit obligation		1,213			1,311			(413	)		518
Expected return on plan assets		(1,588	)		(1,403	)		—			—
Amortization and deferral of net loss		180			175			786			(465	)
Net periodic benefit cost	$	(38	)	$	232		$	222		$	247

As of November 30, 2014, $1,138,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2015.

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

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Subsidiary Guarantors

3 Months Ended

Nov. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Subsidiary Guarantors

4. Subsidiary Guarantors

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

Condensed Consolidating Balance Sheets

(in thousands)

	November 30, 2014												August 31, 2014
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Assets
Current:
Cash and cash equivalents	$	50,107		$	17,564		$	—		$	67,671		$	79,356		$	19,681		$	—		$	99,037
Accounts receivable, net		57,771			35,606			—			93,377			51,452			40,939			—			92,391
Refundable income taxes		6,000			—			—			6,000			6,000			—			—			6,000
Inventories, net		159,279			30,184			—			189,463			122,161			29,311			—			151,472
Prepaid income taxes		17,697			(3,590	)		—			14,107			16,918			(3,244	)		—			13,674
Prepaid expenses and other assets		43,630			4,172			—			47,802			62,889			4,279			—			67,168
Intercompany		121,106			(422	)		(120,684	)		—			127,105			1,116			(128,221	)		—
Total current assets		455,590			83,514			(120,684	)		418,420			465,881			92,082			(128,221	)		429,742
Property, plant and equipment, net		203,565			119,473			—			323,038			199,703			117,816			—			317,519
Deferred financing costs, net		3,268			—			—			3,268			3,575			—			—			3,575
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			857			—			857			—			951			—			951
Deferred integrity and replacement costs, net		63,346			—			—			63,346			64,916			—			—			64,916
Deferred turnaround costs & other assets		36,233			3,665			—			39,898			39,302			2,610			—			41,912
Investment in subsidiaries		41,351			—			(41,351	)		—			35,811			—			(35,811	)		—
	$	803,353		$	219,358		$	(162,035	)	$	860,676		$	809,188		$	225,308		$	(164,032	)	$	870,464
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	540		$	1,015		$	—		$	1,555		$	519		$	1,032		$	—		$	1,551
Accounts payable		29,818			23,261			—			53,079			64,965			26,916			—			91,881
Accrued liabilities		16,968			7,307			—			24,275			12,315			6,376			—			18,691
Sales, use and fuel taxes payable		15,175			3,851			—			19,026			16,037			4,513			—			20,550
Deferred income taxes		3,770			(960	)		—			2,810			3,770			(960	)		—			2,810
Amounts due to affiliated companies, net		—			1,068			—			1,068			—			1,521			—			1,521
Intercompany		—			120,684			(120,684	)		—			—			128,221			(128,221	)		—
Total current liabilities		66,271			156,226			(120,684	)		101,813			97,606			167,619			(128,221	)		137,004
Long term debt: less current installments		233,358			4,782			—			238,140			232,946			5,028			—			237,974
Deferred income taxes		40,085			15,554			—			55,639			28,816			15,324			—			44,140
Deferred retirement benefits		64,287			1,445			—			65,732			65,595			1,526			—			67,121
Total liabilities		404,001			178,007			(120,684	)		461,324			424,963			189,497			(128,221	)		486,239
Commitment and contingencies
Stockholder’s equity
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Series A Preferred stock; $1,000 par value share – shares authorized 25,000; issued and outstanding 14,116		14,116			—			—			14,116			14,116			—			—			14,116
Additional paid-in capital		156,810			16,626			(16,626	)		156,810			156,810			16,626			(16,626	)		156,810
Retained earnings		237,992			25,666			(25,666	)		237,992			222,495			20,143			(20,143	)		222,495
Accumulated other comprehensive loss		(9,566	)		(959	)		959			(9,566	)		(9,196	)		(976	)		976			(9,196	)
Total stockholder’s equity		399,352			41,351			(41,351	)		399,352			384,225			35,811			(35,811	)		384,225
	$	803,353		$	219,358		$	(162,035	)	$	860,676		$	809,188		$	225,308		$	(164,032	)	$	870,464

Condensed Consolidating Statements of Income

(in thousands)

	Three Months Ended November 30, 2014												Three Months Ended November 30, 2013
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	625,797		$	380,346		$	(181,446	)	$	824,697		$	691,688		$	415,006		$	(214,979	)	$	891,715
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		583,955			334,659			(181,446	)		737,168			675,725			377,419			(214,979	)		838,165
Selling, general and administrative expenses		6,717			34,321			—			41,038			6,531			34,615			—			41,146
Depreciation and amortization expenses		8,295			2,057			—			10,352			5,173			1,817			—			6,990
		598,967			371,037			(181,446	)		788,558			687,429			413,851			(214,979	)		886,301
Operating income		26,830			9,309			—			36,139			4,259			1,155			—			5,414
Other income (expense):
Interest expense, net		(6,413	)		(245	)		—			(6,658	)		(6,298	)		(236	)		—			(6,534	)
Other, net		(773	)		165			—			(608	)		(848	)		184			—			(664	)
Equity in net income of subsidiaries		5,523			—			(5,523	)		—			666			—			(666	)		—
		(1,663	)		(80	)		(5,523	)		(7,266	)		(6,480	)		(52	)		(666	)		(7,198	)
Income (loss) before income tax expense (benefit)		25,167			9,229			(5,523	)		28,873			(2,221	)		1,103			(666	)		(1,784	)
Income tax expense (benefit)		7,553			3,706			—			11,259			(1,134	)		437			—			(697	)
Net income (loss)	$	17,614		$	5,523		$	(5,523	)	$	17,614		$	(1,087	)	$	666		$	(666	)	$	(1,087	)

Condensed Consolidating Statements of Cash Flows

(in thousands)

	Three Months Ended November 30, 2014											Three Months Ended November 30, 2013
	United Refining Company			Guarantors			Eliminations		United Refining Company and Subsidiaries			United Refining Company			Guarantors			Eliminations		United Refining Company and Subsidiaries
Net cash provided by (used in) operating activities	$	9,206		$	3,233		$	—	$	12,439		$	(26,209	)	$	2,503		$	—	$	(23,706	)
Cash flows from investing activities:
Additions to property, plant and equipment		(7,004	)		(3,920	)		—		(10,924	)		(6,607	)		(4,507	)		—		(11,114	)
Additions to deferred turnaround costs		(554	)		(1,169	)		—		(1,723	)		(401	)		(110	)		—		(511	)
Additions to deferred integrity and replacement costs		(28,630	)		—			—		(28,630	)		—			—			—		—
Proceeds from asset dispositions		1			2			—		3			38			—			—		38
Net cash used in investing activities		(36,187	)		(5,087	)		—		(41,274	)		(6,970	)		(4,617	)		—		(11,587	)
Cash flows from financing activities:
Dividends to preferred shareholder and common stockholder		(2,117	)		—			—		(2,117	)		(2,234	)		—			—		(2,234	)
Proceeds from issuance of long-term debt		—			—			—		—			—			1,426			—		1,426
Principal reductions of long-term debt		(151	)		(263	)		—		(414	)		(232	)		(222	)		—		(454	)
Distribution to parent under the tax sharing agreement		—			—			—		—			(2,593	)		—			—		(2,593	)
Net cash (used in) provided by financing activities		(2,268	)		(263	)		—		(2,531	)		(5,059	)		1,204			—		(3,855	)
Net decrease in cash and cash equivalents		(29,249	)		(2,117	)		—		(31,366	)		(38,238	)		(910	)		—		(39,148	)
Cash and cash equivalents, beginning of year		79,356			19,681			—		99,037			141,386			17,151			—		158,537
Cash and cash equivalents, end of period	$	50,107		$	17,564		$	—	$	67,671		$	103,148		$	16,241		$	—	$	119,389

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Subsidiary Guarantors - Schedule of Condensed Consolidating Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	Nov. 30, 2014	Aug. 31, 2014	Nov. 30, 2013	Aug. 31, 2013
Current:
Cash and cash equivalents	$ 67,671	$ 99,037	$ 119,389	$ 158,537
Accounts receivable, net	93,377	92,391
Refundable income taxes	6,000	6,000
Inventories, net	189,463	151,472
Prepaid income taxes	14,107	13,674
Prepaid expenses and other assets	47,802	67,168
Total current assets	418,420	429,742
Property, plant and equipment, net	323,038	317,519
Deferred financing costs, net	3,268	3,575
Goodwill and other non-amortizable assets	11,849	11,849
Amortizable intangible assets, net	857	951
Deferred integrity and replacement costs, net	63,346	64,916
Deferred turnaround costs & other assets	39,898	41,912
Total assets	860,676	870,464
Current:
Current installments of long-term debt	1,555	1,551
Accounts payable	53,079	91,881
Accrued liabilities	24,275	18,691
Sales, use and fuel taxes payable	19,026	20,550
Deferred income taxes	2,810	2,810
Amounts due to affiliated companies, net	1,068	1,521
Total current liabilities	101,813	137,004
Long term debt: less current installments	238,140	237,974
Deferred income taxes	55,639	44,140
Deferred retirement benefits	65,732	67,121
Total liabilities	461,324	486,239
Commitment and contingencies
Stockholder's equity
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100	0	0
Additional paid-in capital	156,810	156,810
Retained earnings	237,992	222,495
Accumulated other comprehensive loss	(9,566)	(9,196)
Total stockholder's equity	399,352	384,225
Total liabilities and stockholder's equity	860,676	870,464
United Refining Company [Member]
Current:
Cash and cash equivalents	50,107	79,356	103,148	141,386
Accounts receivable, net	57,771	51,452
Refundable income taxes	6,000	6,000
Inventories, net	159,279	122,161
Prepaid income taxes	17,697	16,918
Prepaid expenses and other assets	43,630	62,889
Intercompany	121,106	127,105
Total current assets	455,590	465,881
Property, plant and equipment, net	203,565	199,703
Deferred financing costs, net	3,268	3,575
Deferred integrity and replacement costs, net	63,346	64,916
Deferred turnaround costs & other assets	36,233	39,302
Investment in subsidiaries	41,351	35,811
Total assets	803,353	809,188
Current:
Current installments of long-term debt	540	519
Accounts payable	29,818	64,965
Accrued liabilities	16,968	12,315
Sales, use and fuel taxes payable	15,175	16,037
Deferred income taxes	3,770	3,770
Total current liabilities	66,271	97,606
Long term debt: less current installments	233,358	232,946
Deferred income taxes	40,085	28,816
Deferred retirement benefits	64,287	65,595
Total liabilities	404,001	424,963
Commitment and contingencies
Stockholder's equity
Additional paid-in capital	156,810	156,810
Retained earnings	237,992	222,495
Accumulated other comprehensive loss	(9,566)	(9,196)
Total stockholder's equity	399,352	384,225
Total liabilities and stockholder's equity	803,353	809,188
Guarantors [Member]
Current:
Cash and cash equivalents	17,564	19,681	16,241	17,151
Accounts receivable, net	35,606	40,939
Inventories, net	30,184	29,311
Prepaid income taxes	(3,590)	(3,244)
Prepaid expenses and other assets	4,172	4,279
Intercompany	(422)	1,116
Total current assets	83,514	92,082
Property, plant and equipment, net	119,473	117,816
Goodwill and other non-amortizable assets	11,849	11,849
Amortizable intangible assets, net	857	951
Deferred turnaround costs & other assets	3,665	2,610
Total assets	219,358	225,308
Current:
Current installments of long-term debt	1,015	1,032
Accounts payable	23,261	26,916
Accrued liabilities	7,307	6,376
Sales, use and fuel taxes payable	3,851	4,513
Deferred income taxes	(960)	(960)
Amounts due to affiliated companies, net	1,068	1,521
Intercompany	120,684	128,221
Total current liabilities	156,226	167,619
Long term debt: less current installments	4,782	5,028
Deferred income taxes	15,554	15,324
Deferred retirement benefits	1,445	1,526
Total liabilities	178,007	189,497
Commitment and contingencies
Stockholder's equity
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100	18	18
Additional paid-in capital	16,626	16,626
Retained earnings	25,666	20,143
Accumulated other comprehensive loss	(959)	(976)
Total stockholder's equity	41,351	35,811
Total liabilities and stockholder's equity	219,358	225,308
Series A Preferred Stock [Member]
Stockholder's equity
Series A Preferred stock; $1,000 par value share - shares authorized 25,000; issued and outstanding 14,116	14,116	14,116
Series A Preferred Stock [Member] | United Refining Company [Member]
Stockholder's equity
Series A Preferred stock; $1,000 par value share - shares authorized 25,000; issued and outstanding 14,116	14,116	14,116
Eliminations [Member]
Current:
Intercompany	(120,684)	(128,221)
Total current assets	(120,684)	(128,221)
Investment in subsidiaries	(41,351)	(35,811)
Total assets	(162,035)	(164,032)
Current:
Intercompany	(120,684)	(128,221)
Total current liabilities	(120,684)	(128,221)
Total liabilities	(120,684)	(128,221)
Commitment and contingencies
Stockholder's equity
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100	(18)	(18)
Additional paid-in capital	(16,626)	(16,626)
Retained earnings	(25,666)	(20,143)
Accumulated other comprehensive loss	959	976
Total stockholder's equity	(41,351)	(35,811)
Total liabilities and stockholder's equity	$ (162,035)	$ (164,032)

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Inventories - Schedule of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Nov. 30, 2014	Aug. 31, 2014
Inventory Disclosure [Abstract]
Crude Oil	$ 53,371	$ 36,667
Petroleum Products	83,650	63,252
Total @ LIFO	137,021	99,919
Merchandise	24,928	23,983
Supplies	27,514	27,570
Total @ FIFO	52,442	51,553
Total Inventory	$ 189,463	$ 151,472

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Segments of Business (Tables)

3 Months Ended

Nov. 30, 2014

Segment Reporting [Abstract]

Summarized Financial Information of Company's Reportable Segments

Summarized financial information regarding the Company’s reportable segments is presented in the following tables (in thousands):

	Three Months Ended November 30,
	2014		2013
Net Sales
Retail	$	379,156	$	413,728
Wholesale		445,541		477,987
	$	824,697	$	891,715
Intersegment Sales
Wholesale	$	180,256	$	213,701
Operating Income
Retail	$	9,759	$	1,385
Wholesale		26,380		4,029
	$	36,139	$	5,414
Depreciation and Amortization
Retail	$	1,763	$	1,561
Wholesale		8,589		5,429
	$	10,352	$	6,990

	November 30, 2014		August 31, 2014
Total Assets
Retail	$	180,754	$	186,277
Wholesale		679,922		684,187
	$	860,676	$	870,464

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Fair Value Measurements

3 Months Ended

Nov. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

6. Fair Value Measurements

The carrying values of all financial instruments classified as a current asset or a current liability approximate fair value because of the short maturity of these instruments. The fair value of marketable securities is determined by available market prices. The fair value exceeded the carrying value of the long term debt at November 30, 2014 and August 31, 2014 by $21,889,000 and $19,960,000, respectively.

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Inventories (Tables)

3 Months Ended

Nov. 30, 2014

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of the following:

	November 30, 2014		August 31, 2014
	(in thousands)
Crude Oil	$	53,371	$	36,667
Petroleum Products		83,650		63,252
Total @ LIFO		137,021		99,919
Merchandise		24,928		23,983
Supplies		27,514		27,570
Total @ FIFO		52,442		51,553
Total Inventory	$	189,463	$	151,472

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Subsidiary Guarantors (Tables)

3 Months Ended

Nov. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

(in thousands)

	November 30, 2014												August 31, 2014
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Assets
Current:
Cash and cash equivalents	$	50,107		$	17,564		$	—		$	67,671		$	79,356		$	19,681		$	—		$	99,037
Accounts receivable, net		57,771			35,606			—			93,377			51,452			40,939			—			92,391
Refundable income taxes		6,000			—			—			6,000			6,000			—			—			6,000
Inventories, net		159,279			30,184			—			189,463			122,161			29,311			—			151,472
Prepaid income taxes		17,697			(3,590	)		—			14,107			16,918			(3,244	)		—			13,674
Prepaid expenses and other assets		43,630			4,172			—			47,802			62,889			4,279			—			67,168
Intercompany		121,106			(422	)		(120,684	)		—			127,105			1,116			(128,221	)		—
Total current assets		455,590			83,514			(120,684	)		418,420			465,881			92,082			(128,221	)		429,742
Property, plant and equipment, net		203,565			119,473			—			323,038			199,703			117,816			—			317,519
Deferred financing costs, net		3,268			—			—			3,268			3,575			—			—			3,575
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			857			—			857			—			951			—			951
Deferred integrity and replacement costs, net		63,346			—			—			63,346			64,916			—			—			64,916
Deferred turnaround costs & other assets		36,233			3,665			—			39,898			39,302			2,610			—			41,912
Investment in subsidiaries		41,351			—			(41,351	)		—			35,811			—			(35,811	)		—
	$	803,353		$	219,358		$	(162,035	)	$	860,676		$	809,188		$	225,308		$	(164,032	)	$	870,464
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	540		$	1,015		$	—		$	1,555		$	519		$	1,032		$	—		$	1,551
Accounts payable		29,818			23,261			—			53,079			64,965			26,916			—			91,881
Accrued liabilities		16,968			7,307			—			24,275			12,315			6,376			—			18,691
Sales, use and fuel taxes payable		15,175			3,851			—			19,026			16,037			4,513			—			20,550
Deferred income taxes		3,770			(960	)		—			2,810			3,770			(960	)		—			2,810
Amounts due to affiliated companies, net		—			1,068			—			1,068			—			1,521			—			1,521
Intercompany		—			120,684			(120,684	)		—			—			128,221			(128,221	)		—
Total current liabilities		66,271			156,226			(120,684	)		101,813			97,606			167,619			(128,221	)		137,004
Long term debt: less current installments		233,358			4,782			—			238,140			232,946			5,028			—			237,974
Deferred income taxes		40,085			15,554			—			55,639			28,816			15,324			—			44,140
Deferred retirement benefits		64,287			1,445			—			65,732			65,595			1,526			—			67,121
Total liabilities		404,001			178,007			(120,684	)		461,324			424,963			189,497			(128,221	)		486,239
Commitment and contingencies
Stockholder’s equity
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Series A Preferred stock; $1,000 par value share – shares authorized 25,000; issued and outstanding 14,116		14,116			—			—			14,116			14,116			—			—			14,116
Additional paid-in capital		156,810			16,626			(16,626	)		156,810			156,810			16,626			(16,626	)		156,810
Retained earnings		237,992			25,666			(25,666	)		237,992			222,495			20,143			(20,143	)		222,495
Accumulated other comprehensive loss		(9,566	)		(959	)		959			(9,566	)		(9,196	)		(976	)		976			(9,196	)
Total stockholder’s equity		399,352			41,351			(41,351	)		399,352			384,225			35,811			(35,811	)		384,225
	$	803,353		$	219,358		$	(162,035	)	$	860,676		$	809,188		$	225,308		$	(164,032	)	$	870,464

Schedule of Condensed Consolidating Statements of Income

Condensed Consolidating Statements of Income

(in thousands)

	Three Months Ended November 30, 2014												Three Months Ended November 30, 2013
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	625,797		$	380,346		$	(181,446	)	$	824,697		$	691,688		$	415,006		$	(214,979	)	$	891,715
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		583,955			334,659			(181,446	)		737,168			675,725			377,419			(214,979	)		838,165
Selling, general and administrative expenses		6,717			34,321			—			41,038			6,531			34,615			—			41,146
Depreciation and amortization expenses		8,295			2,057			—			10,352			5,173			1,817			—			6,990
		598,967			371,037			(181,446	)		788,558			687,429			413,851			(214,979	)		886,301
Operating income		26,830			9,309			—			36,139			4,259			1,155			—			5,414
Other income (expense):
Interest expense, net		(6,413	)		(245	)		—			(6,658	)		(6,298	)		(236	)		—			(6,534	)
Other, net		(773	)		165			—			(608	)		(848	)		184			—			(664	)
Equity in net income of subsidiaries		5,523			—			(5,523	)		—			666			—			(666	)		—
		(1,663	)		(80	)		(5,523	)		(7,266	)		(6,480	)		(52	)		(666	)		(7,198	)
Income (loss) before income tax expense (benefit)		25,167			9,229			(5,523	)		28,873			(2,221	)		1,103			(666	)		(1,784	)
Income tax expense (benefit)		7,553			3,706			—			11,259			(1,134	)		437			—			(697	)
Net income (loss)	$	17,614		$	5,523		$	(5,523	)	$	17,614		$	(1,087	)	$	666		$	(666	)	$	(1,087	)

Schedule of Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

(in thousands)

	Three Months Ended November 30, 2014											Three Months Ended November 30, 2013
	United Refining Company			Guarantors			Eliminations		United Refining Company and Subsidiaries			United Refining Company			Guarantors			Eliminations		United Refining Company and Subsidiaries
Net cash provided by (used in) operating activities	$	9,206		$	3,233		$	—	$	12,439		$	(26,209	)	$	2,503		$	—	$	(23,706	)
Cash flows from investing activities:
Additions to property, plant and equipment		(7,004	)		(3,920	)		—		(10,924	)		(6,607	)		(4,507	)		—		(11,114	)
Additions to deferred turnaround costs		(554	)		(1,169	)		—		(1,723	)		(401	)		(110	)		—		(511	)
Additions to deferred integrity and replacement costs		(28,630	)		—			—		(28,630	)		—			—			—		—
Proceeds from asset dispositions		1			2			—		3			38			—			—		38
Net cash used in investing activities		(36,187	)		(5,087	)		—		(41,274	)		(6,970	)		(4,617	)		—		(11,587	)
Cash flows from financing activities:
Dividends to preferred shareholder and common stockholder		(2,117	)		—			—		(2,117	)		(2,234	)		—			—		(2,234	)
Proceeds from issuance of long-term debt		—			—			—		—			—			1,426			—		1,426
Principal reductions of long-term debt		(151	)		(263	)		—		(414	)		(232	)		(222	)		—		(454	)
Distribution to parent under the tax sharing agreement		—			—			—		—			(2,593	)		—			—		(2,593	)
Net cash (used in) provided by financing activities		(2,268	)		(263	)		—		(2,531	)		(5,059	)		1,204			—		(3,855	)
Net decrease in cash and cash equivalents		(29,249	)		(2,117	)		—		(31,366	)		(38,238	)		(910	)		—		(39,148	)
Cash and cash equivalents, beginning of year		79,356			19,681			—		99,037			141,386			17,151			—		158,537
Cash and cash equivalents, end of period	$	50,107		$	17,564		$	—	$	67,671		$	103,148		$	16,241		$	—	$	119,389

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Segments of Business - Summarized Financial Information of Company's Reportable Segments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013	Aug. 31, 2014
Net Sales
Sales, Net	$ 824,697	$ 891,715
Operating Income
Operating income	36,139	5,414
Depreciation and Amortization
Depreciation and Amortization	10,352	6,990
Total Assets
Assets, Total	860,676		870,464
Operating Segments [Member] | Retail [Member]
Net Sales
Sales, Net	379,156	413,728
Operating Income
Operating income	9,759	1,385
Depreciation and Amortization
Depreciation and Amortization	1,763	1,561
Total Assets
Assets, Total	180,754		186,277
Operating Segments [Member] | Wholesale [Member]
Net Sales
Sales, Net	445,541	477,987
Operating Income
Operating income	26,380	4,029
Depreciation and Amortization
Depreciation and Amortization	8,589	5,429
Total Assets
Assets, Total	679,922		684,187
Intersegment Eliminations [Member] | Wholesale [Member]
Intersegment Sales
Intersegment Sales	$ 180,256	$ 213,701

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Subsidiary Guarantors - Schedule of Condensed Consolidating Statements of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	$ 12,439	$ (23,706)
Cash flows from investing activities:
Additions to property, plant and equipment	(10,924)	(11,114)
Additions to deferred turnaround costs	(1,723)	(511)
Additions to deferred integrity and replacement costs	(28,630)
Proceeds from asset dispositions	3	38
Net cash used in investing activities	(41,274)	(11,587)
Cash flows from financing activities:
Dividends to preferred shareholder and common stockholder	(2,117)	(2,234)
Proceeds from issuance of long-term debt		1,426
Principal reductions of long-term debt	(414)	(454)
Distribution to parent under the tax sharing agreement		(2,593)
Net cash (used in) provided by financing activities	(2,531)	(3,855)
Net decrease in cash and cash equivalents	(31,366)	(39,148)
Cash and cash equivalents, beginning of year	99,037	158,537
Cash and cash equivalents, end of period	67,671	119,389
United Refining Company [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	9,206	(26,209)
Cash flows from investing activities:
Additions to property, plant and equipment	(7,004)	(6,607)
Additions to deferred turnaround costs	(554)	(401)
Additions to deferred integrity and replacement costs	(28,630)
Proceeds from asset dispositions	1	38
Net cash used in investing activities	(36,187)	(6,970)
Cash flows from financing activities:
Dividends to preferred shareholder and common stockholder	(2,117)	(2,234)
Principal reductions of long-term debt	(151)	(232)
Distribution to parent under the tax sharing agreement		(2,593)
Net cash (used in) provided by financing activities	(2,268)	(5,059)
Net decrease in cash and cash equivalents	(29,249)	(38,238)
Cash and cash equivalents, beginning of year	79,356	141,386
Cash and cash equivalents, end of period	50,107	103,148
Guarantors [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	3,233	2,503
Cash flows from investing activities:
Additions to property, plant and equipment	(3,920)	(4,507)
Additions to deferred turnaround costs	(1,169)	(110)
Proceeds from asset dispositions	2
Net cash used in investing activities	(5,087)	(4,617)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		1,426
Principal reductions of long-term debt	(263)	(222)
Net cash (used in) provided by financing activities	(263)	1,204
Net decrease in cash and cash equivalents	(2,117)	(910)
Cash and cash equivalents, beginning of year	19,681	17,151
Cash and cash equivalents, end of period	$ 17,564	$ 16,241

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Consolidated Statements of Comprehensive Income (Loss) - (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 17,614	$ (1,087)
Other comprehensive loss, net of taxes:
Unrecognized post retirement costs, net of taxes of $(237) and $(119) for the three months ended November 30, 2014 and 2013, respectively	(370)	(172)
Other comprehensive loss	(370)	(172)
Total comprehensive income (loss)	$ 17,244	$ (1,259)

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Segments of Business

3 Months Ended

Nov. 30, 2014

Segment Reporting [Abstract]

Segments of Business

3. Segments of Business

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

	Three Months Ended November 30,
	2014		2013
Net Sales
Retail	$	379,156	$	413,728
Wholesale		445,541		477,987
	$	824,697	$	891,715
Intersegment Sales
Wholesale	$	180,256	$	213,701
Operating Income
Retail	$	9,759	$	1,385
Wholesale		26,380		4,029
	$	36,139	$	5,414
Depreciation and Amortization
Retail	$	1,763	$	1,561
Wholesale		8,589		5,429
	$	10,352	$	6,990

	November 30, 2014		August 31, 2014
Total Assets
Retail	$	180,754	$	186,277
Wholesale		679,922		684,187
	$	860,676	$	870,464

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Employee Benefit Plans - Components of Net Pension and Other Post-Retirement Benefit Cost (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 157	$ 149
Interest cost on benefit obligation	1,213	1,311
Expected return on plan assets	(1,588)	(1,403)
Amortization and deferral of net loss	180	175
Net periodic benefit cost	(38)	232
Other Post-Retirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	(151)	194
Interest cost on benefit obligation	(413)	518
Amortization and deferral of net loss	786	(465)
Net periodic benefit cost	$ 222	$ 247

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Inventories - Additional Information (Detail) (USD $)	Nov. 30, 2014	Aug. 31, 2014
Inventory Disclosure [Abstract]
Replacement cost of LIFO, over LIFO carrying values	$ 77,917,000	$ 109,711,000