Common Unit Repurchase and Retirement

3 Months Ended

Dec. 31, 2020

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”). 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. During the first fiscal quarter of 2021, the Company repurchased approximately 0.8 million Common Units in open market transactions and 0.4 million Common Units in private transaction under the Repurchase Plan. In January 2021, the Company repurchased approximately 0.3 million Common Units in open market transactions and 0.1 million Common Units in a private transaction under the Repurchase Plan. There is no guarantee of the exact number of units that will be purchased under the Repurchase Plan and the Company may discontinue purchases at any time. The Repurchase Plan 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 under the Repurchase Plan will be retired.

Under the Company’s fifth amended and restated credit agreement dated December 4, 2019, in order to repurchase Common Units we must maintain Availability (as defined in the fifth 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 December 31, 2020.

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 2020 total		17,697	$	8.26		14,622		5,730

October 2020		308	$	9.64		308		5,422
November 2020		1,553	$	9.83		153		5,269	(b)
December 2020		730	$	9.63		730		4,539	(c)
First quarter fiscal year 2020 total		2,591	$	9.75		1,191		4,539

January 2021		429	$	9.65		429		4,110	(d), (e)

(a)	Amount includes repurchase costs.

(b)	On November 16, 2020, the Company 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.

(c)	On December 10, 2020, the Company purchased 0.4 million Common Units in a private transaction for aggregate consideration of approximately $4.2 million. The purchase was made within the Company’s unit repurchase plan.

(d)	On January 28, 2021, the Company purchased 0.1 million Common Units in a private transaction for aggregate consideration of approximately $1.3 million. The purchase was made within the Company’s unit repurchase plan.

(e)	Of the total available for repurchase, approximately 3.6 million units are available for repurchase in open market transactions and 0.5 million units are available for repurchase in privately-negotiated transactions, under the Repurchase Plan.