Share-based Compensation | 9 Months Ended |
Oct. 27, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Share-based Compensation | ' |
Share-based Compensation |
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The Company grants share-based awards under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan. As of October 27, 2013, approximately 2,200,000 shares of the Company’s common stock were available for share-based awards. |
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6. Share-based Compensation (continued) |
Stock Options - 2010 Omnibus Incentive Compensation Plan |
For the thirty-nine weeks ended October 27, 2013, the Company granted non-qualifying stock options representing approximately 141,000 shares of common stock to employees. Options are granted at an option price equal to the closing price of the Company's common stock on the grant date and vest in 25% annual increments on each of the first four anniversaries of the grant date. Options expire ten years from the grant date. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options at the grant date. |
As of October 27, 2013 and January 27, 2013, there were approximately 790,000 and 760,000 nonvested stock options outstanding, respectively, and approximately $5,600 and $5,900 of unrecognized share-based compensation expense, respectively. The Company anticipates this expense to be recognized over a weighted-average remaining service period of approximately 2.4 years. |
Share-based compensation expense related to stock options recognized during the thirteen weeks ended October 27, 2013 and October 28, 2012 totaled $738 and $718, respectively. Share-based compensation expense related to stock options recognized during the thirty-nine weeks ended October 27, 2013 and October 28, 2012 totaled $2,182 and $2,117, respectively. Share-based compensation expense is recorded in the “Selling, general and administrative expenses” line item on the accompanying Consolidated Statements of Comprehensive Income. |
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Restricted Stock Units - 2010 Omnibus Incentive Compensation Plan |
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For the thirty-nine weeks ended October 27, 2013, the Company awarded restricted stock units ("RSUs") representing approximately 26,000 shares of common stock to its employees. The RSUs vest in 25% annual increments on each of the first four anniversaries of the grant date and the fair value is equal to the closing price of the Company’s common stock on the grant date. |
As of October 27, 2013 and January 27, 2013, total remaining unearned compensation cost related to nonvested RSUs was approximately $2,000 and $1,600, respectively, which will be recognized over the weighted-average remaining service period of approximately 2.5 years. |
The Company recognized $272 and $186 of share-based compensation expense related to the RSUs for the thirteen weeks ended October 27, 2013 and October 28, 2012, respectively. Share-based compensation expense related to the RSUs for the thirty-nine weeks ended October 27, 2013 and October 28, 2012 totaled $853 and $572, respectively. Share-based compensation expense is recorded in the “Selling, general and administrative expenses” line item on the accompanying Consolidated Statements of Comprehensive Income. |
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Restricted Stock Awards - 2010 Omnibus Incentive Compensation Plan |
For the thirty-nine weeks ended October 27, 2013, the Company granted approximately 9,000 restricted stock awards ("RSAs") to its non-employee directors. RSAs vest at the earlier of one year from the date of grant or the next annual meeting of the stockholders. The fair value of the RSAs is equal to the closing price of the Company’s common stock on the grant date. |
As of October 27, 2013 and January 27, 2013, total remaining unearned compensation cost related to nonvested RSAs was approximately $251 and $150, respectively, which will be recognized over the weighted-average remaining service period of approximately 0.6 years. |
The Company recognized $105 and $104 of share-based compensation expense related to RSAs for the thirteen weeks ended October 27, 2013 and October 28, 2012, respectively. The Company recognized $316 and $278 of share-based compensation expense related to RSAs for the thirty-nine weeks ended October 27, 2013 and October 28, 2012, respectively. Share-based compensation expense is recorded in the "Selling, general and administrative expenses” line item on the accompanying Consolidated Statements of Comprehensive Income. |
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6. Share-based Compensation (continued) |
Executive Restricted Stock Awards - 2010 Omnibus Incentive Compensation Plan |
For the thirty-nine weeks ended October 27, 2013, the Company granted approximately 92,000 RSAs to its executive officers. The grant was comprised of two types of RSAs under the 2010 Omnibus Incentive Compensation Plan: RSAs that are subject to three-year cliff-based vesting, and RSAs that vest in annual 25% increments over a four-year period beginning on the grant date. Upon vesting, the risk of forfeiture and restrictions on transferability lapse. The Company recognizes the related compensation expense on a straight-line basis over the required service period. The fair value of the executive RSAs is equal to the closing price of the Company’s common stock on the grant date. |
As of October 27, 2013, total remaining unearned compensation cost related to nonvested executive RSAs was approximately $3,000, which will be recognized over the weighted-average remaining service period of approximately 2.5 years. |
The Company recorded share-based compensation expense related to the executive RSAs of approximately $293 and $680 for the thirteen and thirty-nine weeks ended October 27, 2013, respectively, which is recorded in the "Selling, general and administrative expenses” line item on the accompanying Consolidated Statements of Comprehensive Income. |
Performance Share Awards - 2010 Omnibus Incentive Compensation Plan |
The Performance Share Award Agreement, approved by the Board of Directors in March 2012, provides for the issuance of performance shares ("Performance Shares") under the 2010 Omnibus Incentive Compensation Plan to executive officers and certain other members of the Company's management team based upon an established performance goal. The Performance Shares are subject to performance conditions and time-based cliff vesting on the last day of the performance period defined below. Upon vesting, the risk of forfeiture and restrictions on transferability lapse. The fair value of the Performance Shares is equal to the closing price of the Company’s common stock on the grant date. |
The performance goal is a specified cumulative three-year earnings per share amount for the fiscal 2012 through 2014 performance period. The actual number of Performance Shares which vest for each participant is set at a minimum threshold of 0% of the participant's target number of Performance Shares and could increase to up to 150% of the target based upon performance results. Actual performance against the performance goal will be measured at the end of the performance period and approved by the Compensation Committee of the Board of Directors of the Company (the "Committee"). Expense is recorded over the required performance period, subject to management's assessment of the expected performance outcome. |
The Company did not grant any Performance Shares for the thirty-nine weeks ended October 27, 2013. Based on the expected level of achievement of the performance goal as of the respective balance sheet dates, the Company recognized a reduction to share-based compensation expense of approximately $85 for the thirteen weeks ended October 27, 2013 and expense of approximately $111 for the thirteen weeks ended October 28, 2012 related to the Performance Shares. The Company recognized share-based compensation expense related to Performance Shares of approximately $49 and $251 for the thirty-nine weeks ended October 27, 2013 and October 28, 2012, respectively. Share-based compensation expense is recorded in the "Selling, general and administrative expenses” line item on the accompanying Consolidated Statements of Comprehensive Income. |
Performance Share Units - 2010 Omnibus Incentive Compensation Plan |
In March 2013, the Committee adopted a Performance Share Unit Award Agreement under the 2010 Omnibus Incentive Compensation Plan. For the thirty-nine weeks ended October 27, 2013, the Company awarded approximately 30,000 performance share units ("PSUs") to its executive officers and certain other members of the Company's management team based upon an established performance goal. The PSUs are subject to performance conditions and time-based cliff vesting on the last day of the performance period, as defined below, and settle in shares of the Company's common stock upon vesting. The fair value of the PSUs is equal to the closing price of the Company’s common stock on the grant date. |
The performance goal is a specified cumulative three-year earnings per share amount for the fiscal 2013 through 2015 performance period. The actual number of PSUs which vest for each participant is set at a minimum threshold of 0% of the participant's target number of PSUs and could increase to up to 150% of the target based upon performance results. Actual performance against the performance goal will be measured at the end of the performance period and approved by the Committee. Expense is recorded over the required performance period, subject to management's assessment of the expected performance outcome. |
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6. Share-based Compensation (continued) |
Based on the expected level of achievement of the performance goal as of the respective balance sheet date, the Company recognized a reduction to share-based compensation expense related to PSUs of approximately $10 for the thirteen weeks ended October 27, 2013 and share-based compensation expense related to PSUs of approximately $144 for the thirty-nine weeks ended October 27, 2013. Those amounts are recorded in the "Selling, general and administrative expenses” line item on the accompanying Consolidated Statements of Comprehensive Income. |
Deferred Stock Units - 2010 Omnibus Incentive Compensation Plan |
In June 2013, the Company granted approximately 1,600 deferred stock units ("DSUs"), which are elections made by certain non-employee directors that enable them to receive all of their retainer payments in the form of the Company's common stock. DSUs vest when issued and are converted to common stock upon separation from service. The fair value of the DSUs is equal to the closing price of the Company's common stock on the grant date. |
As of October 27, 2013, total remaining unearned compensation cost related to DSUs was $48, which will be recognized over the weighted-average remaining service period of approximately 0.6 years. |
The Company recognized $20 and $32 of share-based compensation expense related to DSUs for the thirteen and thirty-nine weeks ended October 27, 2013, respectively, which is recorded in the "Selling, general and administrative expenses" line item on the accompanying Consolidated Statements of Comprehensive Income. |
Employee Stock Purchase Plan |
In November 2010, The Fresh Market, Inc. Employee Stock Purchase Plan (“ESPP”) was adopted and approved by the Company’s Board of Directors and stockholders. Since July 1, 2011, eligible employees have had the option to purchase shares of the Company’s common stock at a 5% discount from the market price through a payroll deduction. As of October 27, 2013, approximately 991,000 shares of common stock were available for issuance under the ESPP. |
During the thirty-nine weeks ended October 27, 2013 and October 28, 2012, 3,977 and 2,684 shares of the Company's common stock, respectively, were purchased under the ESPP, which resulted in proceeds of $176 and $136, respectively. |