XML 29 R12.htm IDEA: XBRL DOCUMENT v3.20.2
Common Unit Repurchase Plans and Retirement
 12 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Common Unit Repurchase Plans and Retirement

5) Common Unit Repurchase Plans and Retirement

In July 2012, the Board adopted a plan to repurchase certain of the Company’s Common Units (the “Repurchase Plan”). Through August 2020, the Company had repurchased approximately 14.4 million Common Units under the Repurchase Plan. In August 2020, the Board authorized an increase of the number of Common Units that remained available for the Company to repurchase from 2.0 million to a total of 6.0 million, of which, 4.9 million were available for repurchase in open market transactions and 1.1 million were available for repurchase in privately-negotiated transactions. The Company repurchased approximately 3.7 million Common Units in fiscal year 2020, and repurchased 0.5 million total Common Units in October and November 2020 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 Credit Agreement dated December 4, 2019, 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. (See Note 13—Long-Term Debt and Bank Facility Borrowings). 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 2019 total

 

 

13,340

 

 

$

8.08

 

 

 

10,896

 

 

 

956

 

 

First quarter fiscal year 2020 total

 

 

1,281

 

 

$

9.42

 

 

 

650

 

 

 

306

 

(b)

Second quarter fiscal year 2020 total

 

 

782

 

 

$

8.33

 

 

 

782

 

 

 

524

 

(c)

Third quarter fiscal year 2020 total

 

 

1,155

 

 

$

8.15

 

 

 

1,155

 

 

 

2,869

 

(d)

July 2020

 

 

725

 

 

$

8.97

 

 

 

725

 

 

 

2,144

 

 

August 2020

 

 

159

 

 

$

9.33

 

 

 

159

 

 

 

5,985

 

(e)

September 2020

 

 

255

 

 

$

9.63

 

 

 

255

 

 

 

5,730

 

 

Fourth quarter fiscal year 2020 total

 

 

1,139

 

 

$

9.17

 

 

 

1,139

 

 

 

5,730

 

 

Fiscal year 2020 total

 

 

4,357

 

 

$

8.82

 

 

 

3,726

 

 

 

5,730

 

 

October 2020

 

 

308

 

 

$

9.64

 

 

 

308

 

 

 

5,422

 

 

November 2020

 

 

1,553

 

 

$

9.83

 

 

 

153

 

 

 

5,269

 

(f),(g)

 

(a)

Amounts include repurchase costs.

(b)

First quarter of fiscal year 2020 Common Units repurchased include 0.6 million common units acquired in a private transaction.

(c)

In February 2020, the Board authorized an increase in the number of Common Units available for repurchase from 0.1 million to 1.1 million.

(d)

In May 2020, the Board authorized an increase in the number of Common Units available for repurchase from 0.1 million to 3.6 million.

(e)

In August 2020, the Board authorized an increase in the number of Common Units available for repurchase from 2.0 million to 6.0 million

(f)

Of the total available for repurchase, approximately 4.2 million are available for repurchase in open market   transactions and 1.1 million are available for repurchase in privately-negotiated transactions.

(g)

On November 16, 2020, the Company entered into a Unit Purchase Agreement with Moab Partners, L.P. and purchased 1.4 million Common Units in a private transaction for aggregate consideration of approximately $13.8 million.  The purchase was made outside of the Company’s unit repurchase plan.