STOCK BASED COMPENSATION

The three types of equity awards offered by the Company are stock options (“options”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). Compensation related to options is accounted for by applying the valuation technique based on the Black-Scholes model. Compensation related to RSAs and RSUs is based on the fair market value at the time of grant with the application of an estimated forfeiture rate. The Company recognizes the compensation cost related to these awards over the requisite service period as determined by the grant, amortized ratably or on a straight line basis over the life of the grant. The Company utilizes “modified grant-date accounting” for true-ups due to actual forfeitures at the vesting dates. The Company records the tax savings resulting from tax deductions in excess of expense for stock-based compensation as additional paid-in capital and the tax deficiency resulting from stock-based compensation in excess of the related tax deduction as a reduction in paid-in capital, based on the Tax Law Ordering method. In addition, the Company reflects the tax savings (deficiency) resulting from the taxation of stock-based compensation as a financing cash flow in its consolidated statement of cash flows, rather than as operating cash flows.

RSAs have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding shares of common stock. RSUs are not issued nor outstanding until vested and do not have the cash dividend and voting rights of common stock. However, the Company has paid dividend equivalents to the employees and directors with unvested RSUs equal to the dividend they would have received had the shares of common stock underlying the RSUs been actually issued and outstanding. The providing of dividend equivalents on RSUs is subject to the annual review and final determination by the board of directors at their discretion. Payments of dividend equivalents to employees are recorded as compensation expense.

The Company adopted the 2013 Equity Incentive Award Plan for the benefit of its eligible employees, consultants and non-employee directors on January 22, 2013 and transferred 233,830 shares available under the three prior equity participation plans into this new plan. This plan allows restricted stock awards and restricted stock units which typically vest between five to ten years. The following table summarizes the shares authorized and shares available for future grants:



		February 28, 2013	August 31, 2012
	Shares authorized	Shares available to grant	Shares available to grant
Prior Plans	2,350,000	N/A	194,925
2013 Plan	600,000	833,830	N/A

The following table summarizes the components of the stock-based compensation expense (in thousands), which are included in general and administrative expense and warehouse club operations in the consolidated statements of income:



	Three Months Ended				Six Months Ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012
Options granted to directors	$	21	$	22	$	54	$	40
Restricted stock awards	1,432		1,263		2,982		2,131
Restricted stock units	215		101		455		181
Stock-based compensation expense	$	1,668	$	1,386	$	3,491	$	2,352

The following table summarizes other information related to stock-based compensation:



	As of February 28, 2013		As of February 29, 2012
Remaining unrecognized compensation cost (in thousands)	$	24,176	$	26,988
Weighted average period of time over which this cost will be recognized (years)	7.63		8.26
Excess tax benefit (deficiency) on stock-based compensation (in thousands)	$	829	$	638

The Company began issuing restricted stock awards in fiscal year 2006 and restricted stock units in fiscal year 2008. The restricted stock awards and units vest over a five to ten year period and the unvested portion of the award is forfeited if the employee or non-employee director leaves the Company before the vesting period is completed. Restricted stock awards and units activity for the period was as follows:



	Six Months Ended February 28,		Fiscal Year Ended August 31,
	2013		2012
Grants outstanding at beginning of period	700,893		436,611
Granted	6,264		399,041
Forfeited	(1,370	)	(5,230	)
Vested	(123,820	)	(129,529	)
Grants outstanding at end of period	581,967		700,893

The following table summarizes the weighted average per share grant date fair value for restricted stock awards and units for the period:



	Six Months Ended
Weighted Average Grant Date Fair Value	February 28, 2013		February 29, 2012
Restricted stock awards and units granted	$	82.87	$	68.25
Restricted stock awards and units vested	39.34		23.69
Restricted stock awards and units forfeited	19.85		30.42

The following table summarizes the total fair market value of restricted stock awards and units vested for the period (in thousands):



	Six Months Ended
	February 28, 2013		February 29, 2012
Total fair market value of restricted stock awards and units vested	$	9,589	$	7,548

At the vesting dates of restricted stock awards, the Company repurchases shares at the prior day's closing price per share, with the funds used to pay the employees' minimum statutory tax withholding requirements. The Company expects to continue this practice going forward. The following table summarizes this activity during the period:



	Six Months Ended
	February 28, 2013		February 29, 2012
Shares repurchased	41,744		41,910
Cost of repurchase of shares (in thousands)	$	3,235	$	2,842

The Company reissues treasury shares as part of its stock-based compensation programs. The following table summarizes the treasury shares reissued during the period:

The following table summarizes the stock options outstanding and the stock-based compensation related to stock options as a percentage to the total stock-based compensation:



	February 28, 2013	August 31, 2012
Stock Options Outstanding	30,975	36,000

Due to the substantial shift from the use of stock options to restricted stock awards and units, the Company believes stock option activity is no longer significant and that any further disclosure on options is not necessary.

Six Months Ended

February 28, 2013

February 29, 2012

Reissued treasury shares