XML 23 R11.htm IDEA: XBRL DOCUMENT v3.19.1
Common Unit Repurchase Plans and Retirement
6 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Common Unit Repurchase Plans and Retirement

4) Common Unit Repurchase and Retirement

In July 2012, the Board adopted a plan to repurchase certain of the Company’s Common Units that was amended in fiscal 2018 (the “Repurchase Plan”).  Under the Repurchase Plan, as amended, the Board authorized the repurchase of 10.9 million Common Units, of which, 8.4 million were available for the Company to repurchase in open market transactions, and 2.5 million were available for repurchase in privately-negotiated transactions.  As of the end of the second fiscal quarter of 2019, the Company repurchased approximately 7.1 million Common Units in open market and 1.2 million Common Units in privately-negotiated transactions under the Repurchase Plan.  There is no guarantee of the exact number of units that will be purchased under the program and the Company may discontinue purchases at any time. The program does not have a time limit. The Board may also approve additional purchases of units from time to time in private transactions. The Company’s repurchase activities take into account SEC safe harbor rules and guidance for issuer repurchases. All of the Common Units purchased in the repurchase program will be retired.

Under the Company’s fourth amended and restated credit agreement dated July 2, 2018, in order to repurchase Common Units we must maintain Availability (as defined in the amended and restated credit agreement) of $45 million, 15.0% of the facility size of $300 million (assuming the non-seasonal aggregate commitment is outstanding) on a historical pro forma and forward-looking basis, and a fixed charge coverage ratio of not less than 1.15 measured as of the date of repurchase.  The Company was in compliance with this covenant as of March 31, 2019.

The following table shows repurchases under the Repurchase Plan.

 

(in thousands, except per unit amounts)

Period

 

Total Number of

Units Purchased

 

 

Average Price

Paid per Unit (a)

 

 

Total Number of

Units Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number

of Units that May

Yet Be Purchased

 

 

Fiscal year 2012 to 2018 total

 

 

7,937

 

 

$

7.11

 

 

 

5,493

 

 

 

5,359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First quarter fiscal year 2019 total

 

 

599

 

 

$

9.57

 

 

 

599

 

 

 

4,760

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 2019

 

 

516

 

 

$

9.39

 

 

 

516

 

 

 

4,244

 

 

February 2019 (b)

 

 

1,474

 

 

$

9.41

 

 

 

1,474

 

 

 

2,770

 

 

March 2019

 

 

197

 

 

$

9.74

 

 

 

197

 

 

 

2,573

 

 

Second quarter fiscal year 2019 total

 

 

2,187

 

 

$

9.44

 

 

 

2,187

 

 

 

2,573

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 2019

 

 

222

 

 

$

9.67

 

 

 

222

 

 

 

2,351

 

(c)

 

(a)

Amount includes repurchase costs.

(b)

February 2019 common units repurchased include 1.2 million common units acquired in a private transaction.

(c)

Of the total available for repurchase, approximately 1.1 million are available for repurchase in open market transactions and 1.3 million are available for repurchase in privately-negotiated transactions.