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Unit-Based Compensation Arrangements
12 Months Ended
Sep. 30, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Unit-Based Compensation Arrangements

9.

Unit-Based Compensation Arrangements

As described in Note 2, the Partnership recognizes compensation cost over the respective service period for employee services received in exchange for an award of equity, or equity-based compensation, based on the grant date fair value of the award.  The Partnership measures liability awards under an equity-based payment arrangement based on remeasurement of the award’s fair value at the conclusion of each interim and annual reporting period until the date of settlement, taking into consideration the probability that the performance conditions will be satisfied.

Restricted Unit Plans.  On July 22, 2009, the Partnership adopted the Suburban Propane Partners, L.P. 2009 Restricted Unit Plan, as amended (the “2009 Restricted Unit Plan”), which authorizes the issuance of Common Units to executives, managers and other employees and members of the Board of Supervisors of the Partnership.  The total number of Common Units authorized for issuance under the 2009 Restricted Unit Plan was 2,400,000 as of September 29, 2018.  In accordance with an August 6, 2013 amendment to the 2009 Restricted Unit Plan, unless otherwise stipulated by the Compensation Committee of the Partnership’s Board of Supervisors on or before the grant date, all restricted unit awards granted after the date of the amendment will vest 33.33% on each of the first three anniversaries of the award grant date.  Prior to the August 6, 2013 amendment, unless otherwise stipulated by the Compensation Committee of the Partnership’s Board of Supervisors on or before the grant date, restricted units issued under the 2009 Restricted Unit Plan vest over time with 25% of the Common Units vesting at the end of each of the third and fourth anniversaries of the grant date and the remaining 50% of the Common Units vesting at the end of the fifth anniversary of the grant date.  The 2009 Restricted Unit Plan participants are not eligible to receive quarterly distributions on, or vote, their respective restricted units until vested.  Restricted units cannot be sold or transferred prior to vesting. The value of the restricted unit is established by the market price of the Common Unit on the date of grant, net of estimated future distributions during the vesting period.  Restricted units are subject to forfeiture in certain circumstances as defined in the 2009 Restricted Unit Plan. Compensation expense for the unvested awards is recognized ratably over the vesting periods and is net of estimated forfeitures.  At the Partnership’s Tri-Annual Meeting held on May 15, 2018, the Unitholders approved the Partnership's 2018 Restricted Unit Plan (the “2018 Restricted Unit Plan” and together with the 2009 Restricted Unit Plan, the “Restricted Unit Plans”) authorizing the issuance of up to 1,800,000 Common Units.  As of September 29, 2018 there were no awards granted under the 2018 Restricted Unit Plan.

The following is a summary of activity in the 2009 Restricted Unit Plan:

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

Grant Date Fair

 

 

 

Units

 

 

Value Per Unit

 

Outstanding September 26, 2015

 

 

627,399

 

 

$

31.87

 

Awarded

 

 

307,559

 

 

 

23.62

 

Forfeited

 

 

(12,057

)

 

 

(25.44

)

Vested (1)

 

 

(268,781

)

 

 

(35.19

)

Outstanding September 24, 2016

 

 

654,120

 

 

 

26.74

 

Awarded

 

 

323,715

 

 

 

21.00

 

Forfeited

 

 

(6,737

)

 

 

(23.51

)

Vested (1)

 

 

(350,053

)

 

 

(29.74

)

Outstanding September 30, 2017

 

 

621,045

 

 

 

22.10

 

Awarded

 

 

424,431

 

 

 

19.52

 

Forfeited

 

 

(14,092

)

 

 

(19.70

)

Vested (1)

 

 

(335,253

)

 

 

(24.39

)

Outstanding September 29, 2018

 

 

696,131

 

 

$

19.47

 

 

(1)

During fiscal 2018, 2017 and 2016, the Partnership withheld 34,388, 34,883 and 10,477 Common Units, respectively, from participants for income tax withholding purposes for those executive officers of the Partnership whose shares of restricted units vested during the period.

 

As of September 29, 2018, unrecognized compensation cost related to unvested restricted units awarded under the Restricted Unit Plans amounted to $2,984. Compensation cost associated with the unvested awards is expected to be recognized over a weighted-average period of 1.2 years.  Compensation expense for the Restricted Unit Plans for fiscal 2018, 2017 and 2016 was $8,198, $7,286 and $8,256, respectively.

Distribution Equivalent Rights Plan.  On January 17, 2017, the Partnership adopted the Distribution Equivalent Rights Plan (the “DER Plan”), which gives the Compensation Committee of the Partnership’s Board of Supervisors discretion to award distribution equivalent rights (“DERs”) to executive officers of the Partnership.  Once awarded, DERs entitle the grantee to a cash payment each time the Board of Supervisors declares a cash distribution on the Partnership’s Common Units, which cash payment will be equal to an amount calculated by multiplying the number of unvested restricted units which are held by the grantee on the record date of the distribution, by the amount of the declared distribution per Common Unit.  Compensation expense recognized under the DER Plan was $810 and $778 for fiscal 2018 and 2017, respectively.    

Long-Term Incentive Plan.  On August 6, 2013, the Partnership adopted the 2014 Long-Term Incentive Plan (“LTIP”).  The LTIP is a non-qualified, unfunded, long-term incentive plan for officers and key employees that provides for payment, in the form of cash, of an award of equity-based compensation at the end of a three-year performance period.  The level of compensation earned under the LTIP is based on the Partnership’s average distribution coverage ratio over the three-year measurement period.  The Partnership’s average distribution coverage ratio is calculated as the Partnership’s average distributable cash flow, as defined by the LTIP, for each of the three years in the measurement period, subject to certain adjustments as set forth in the LTIP, divided by the amount of annualized cash distributions to be paid by the Partnership. Compensation expense (income), which includes adjustments to previously recognized compensation expense (income) for current period changes in the fair value of unvested awards, for fiscal 2018, 2017 and 2016 was $3,180, ($389) and ($1,362), respectively.  The cash payouts in fiscal 2018, 2017 and 2016, which related to the fiscal 2015, 2014 and 2013 awards, were $-0-, $-0-, and $1,473, respectively.