10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 29, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission File Number: 1-34940

THE FRESH MARKET, INC.

(Exact name of registrant as specified in its charter)

Delaware	56-1311233
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer identification number)

628 Green Valley Road, Suite 500

Greensboro, North Carolina 27408

(Address of principal executive offices)

(336) 272-1338

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)    Yes  ¨    No  x

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of June 5, 2012 was 48,058,036 shares.

EXPLANATORY NOTE

The Fresh Market, Inc. is filing this Amendment No. 1 (the “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission (“SEC”) on June 7, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101. The Interactive Data File omitted detailed tagging from our original 10-Q filing.

No other changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q.

1

Part II – Other Information

Item 6 – Exhibits

Exhibit 10.1+*		Letter Agreement dated May 4, 2012 between The Fresh Market, Inc. and Burris Logistics
Exhibit 31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101		The following financial information from the Company’s Quarterly Report of Form 10-Q, for the period ended April 29, 2012, formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements (1)(2)
	+	Confidential treatment has been requested for certain portions which are omitted in the copy of the exhibit electronically filed with the SEC. The omitted information has been filed separately with the SEC pursuant to our application for confidential treatment.
	*	Previously filed with the Company’s Form 10-Q for the quarterly period ended April 29, 2012.
	(1)	Filed herewith.
	(2)	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

2

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 13, 2012	THE FRESH MARKET, INC.
	By:	/s/    Lisa K. Klinger
		Lisa K. Klinger
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

3

XML

Earnings per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Apr. 29, 2012	May 01, 2011	Jan. 29, 2012
Net income available to common stockholders (numerator for basic earnings per share)	$ 19,270	$ 13,480	$ 51,395
Weighted average common shares outstanding (denominator for basic earnings per share) (in shares)	48,046,251	47,991,045
Potential common shares outstanding:
Incremental shares from share-based awards (in shares)	209,395	130,871
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share) (in shares)	48,255,646	48,121,916
Basic and diluted earnings per share (in dollars per shares)	$ 0.40	$ 0.28

XML

Summary of Significant Accounting Policies

3 Months Ended

Apr. 29, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto in the Company’s annual report on Form 10-K for the fiscal year ended January 29, 2012. In the opinion of management, these unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. Interim results are not necessarily indicative of results that may be expected for any other interim period or for a full fiscal year.

The Company’s wholly-owned subsidiaries are consolidated on a line-by-line basis and all significant intercompany accounts and transactions are eliminated upon consolidation.

The Company reports its results of operations on a 52 or 53 week fiscal year ending on the last Sunday in January. Fiscal years 2012 and 2011 are 52 week fiscal years and each fiscal quarter consists of 13 weeks.

The Company has determined that it has only one reportable segment. All of the Company’s revenues come from the sale of items at its specialty food stores. The Company’s primary focus is on perishable food categories, which include meat, seafood, produce, deli, bakery, floral, sushi and prepared foods. Non-perishable categories consist of traditional grocery and dairy products as well as specialty foods, including bulk, coffee, candy, beer and wine. The following is a summary of the percentage for the sales of perishable and non-perishable items:

	For the Thirteen Weeks Ended
	April 29,			May 1,
	2012			2011
Perishable		66.0	%		66.5	%
Non-perishable		34.0	%		33.5	%

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 29, 2012	May 01, 2011
Operating activities
Net income	$ 19,270	$ 13,480
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,624	8,383
Loss on disposal of property and equipment	32	192
Share-based compensation associated with equity awards	1,016	551
Excess tax benefits from share-based compensation	(58)	0
Deferred income taxes	(793)	3,001
Change in assets and liabilities:
Accounts receivable	773	(635)
Inventories	3,107	1,683
Prepaid expenses and other assets	(3,710)	(258)
Accounts payable	(3,297)	3,685
Accrued liabilities and other long-term liabilities	8,639	1,512
Net cash provided by operating activities	35,603	31,594
Investing activities
Purchases of property and equipment	(17,106)	(12,961)
Proceeds from sale of property and equipment	6,630	77
Net cash used in investing activities	(10,476)	(12,884)
Financing activities
Borrowings on revolving credit note	110,517	160,682
Payments made on revolving credit note	(135,417)	(176,532)
Debt issuance costs	0	(1,056)
Proceeds from issuance of common stock pursuant to employee stock purchase plan	46	0
Excess tax benefits from share-based compensation	58	0
Proceeds from exercise of share-based compensation awards	219	0
Net cash used in financing activities	(24,577)	(16,906)
Net increase in cash and cash equivalents	550	1,804
Cash and cash equivalents at beginning of period	10,681	7,867
Cash and cash equivalents at end of period	11,231	9,671
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	338	391
Cash paid during the period for taxes	$ 5,037	$ 907

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Apr. 29, 2012	Jan. 29, 2012
Assets
Cash and cash equivalents	$ 11,231	$ 10,681
Accounts receivable, net	3,776	4,550
Inventories	34,689	37,796
Prepaid expenses and other current assets	6,000	5,595
Deferred income taxes	4,305	4,445
Total current assets	60,001	63,067
Property and equipment:
Land	2,846	5,451
Buildings	14,861	15,077
Store fixtures and equipment	245,888	237,678
Leasehold improvements	147,337	141,391
Office furniture, fixtures, and equipment	10,744	10,175
Automobiles	1,212	1,211
Construction in progress	13,750	14,347
Total property and equipment	436,638	425,330
Accumulated depreciation	(178,879)	(168,518)
Total property and equipment, net	257,759	256,812
Other assets	6,711	3,461
Total assets	324,471	323,340
Liabilities and stockholders' equity
Accounts payable	31,491	34,788
Accrued liabilities	53,179	46,354
Total current liabilities	84,670	81,142
Long-term debt	39,100	64,000
Closed store reserves	2,275	1,969
Deferred income taxes	30,120	31,053
Other long-term liabilities	20,781	18,260
Total noncurrent liabilities	92,276	115,282
Commitments and contingencies (Notes 2 and 7)
Stockholders' equity:
Preferred stock - $0.01 par value; 40,000,000 shares authorized, none issued	0	0
Common stock - $0.01 par value; 200,000,000 shares authorized, 48,051,038 and 48,040,083 shares issued and outstanding at April 29, 2012 and January 29, 2012, respectively	481	481
Additional paid-in capital	99,961	98,622
Retained earnings	47,083	27,813
Total stockholders' equity	147,525	126,916
Total liabilities and stockholders' equity	$ 324,471	$ 323,340

XML

Consolidated Statements of Stockholders' Equity (USD $) In Thousands, except Share data	Common Stock [Member]	Additional Paid In Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]	Total
Balance at Jan. 29, 2011	$ 481	$ 95,852	$ (674)	$ (23,582)	$ 72,077
Balance (in shares) at Jan. 29, 2011	47,991,045
Exercise of share-based awards	0	517	0	0	517
Exercise of share-based awards (in shares)	23,502
Issuance of common stock pursuant to restricted stock units	0	0	0	0	0
Issuance of common stock pursuant to restricted stock units (in shares)	18,408
Issuance of common stock pursuant to employee stock purchase plan	0	62	0	0	62
Issuance of common stock pursuant to employee stock purchase plan (in shares)	1,674
Issuance of restricted stock awards	0	0	0	0	0
Issuance of restricted stock awards (in shares)	5,454
Withholding tax on restricted stock unit vesting	0	(367)	0	0	(367)
Share-based compensation associated with equity based Awards	0	2,269	0	0	2,269
Tax benefit related to exercise of share-based awards	0	289	0	0	289
Net income	0	0	0	51,395	51,395
Other comprehensive income - interest rate swaps, net of tax benefit of $(129)	0	0	674	0	674
Balance at Jan. 29, 2012	481	98,622	0	27,813	126,916
Balance (in shares) at Jan. 29, 2012	48,040,083
Exercise of share-based awards	0	219	0	0	219
Exercise of share-based awards (in shares)	9,948
Issuance of common stock pursuant to employee stock purchase plan	0	46	0	0	46
Issuance of common stock pursuant to employee stock purchase plan (in shares)	1,007
Share-based compensation associated with equity based Awards	0	1,016	0	0	1,016
Tax benefit related to exercise of share-based awards	0	58	0	0	58
Net income	0	0	0	19,270	19,270
Other comprehensive income - interest rate swaps, net of tax benefit of $(129)					0
Balance at Apr. 29, 2012	$ 481	$ 99,961	$ 0	$ 47,083	$ 147,525
Balance (in shares) at Apr. 29, 2012	48,051,038

XML

Long-Term Debt (Details Textuals) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Apr. 29, 2012	Jan. 29, 2012
Line of Credit Facility, Maximum Borrowing Capacity	$ 175,000
Debt Instrument, Description of Variable Rate Basis	one-month LIBOR plus a margin, weighted-average annual interest rate of 2.9%	one-month LIBOR plus a margin, weighted-average annual interest rate of 3.1%
Long-term Debt, Weighted Average Interest Rate	2.90%	3.10%
Line of Credit Facility, Remaining Borrowing Capacity	75,000
Letters of Credit Outstanding, Amount	25,000
Line of Credit Facility, Interest Rate Description	(i) the London Interbank Offered Rate plus an applicable margin that ranges from 1.00% to 2.25%, (ii) the Eurodollar rate plus an applicable margin that ranges from 1.00% to 2.25%, or (iii) the base rate plus an applicable margin that ranges from 0% to 1.25%, where the base rate is defined as the greatest of: (a) the federal funds rate plus 0.50%, (b) Bank of America's prime rate, and (c) the Eurodollar rate plus 1.00%.
Line of Credit Facility, Amount Outstanding	10,000
Standby Letters Of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity	25,000
Line of Credit Facility, Amount Outstanding	$ 11,481	11,481
Minimum [Member]
Line of Credit Facility, Commitment Fee Percentage	0.30%
Maximum [Member]
Line of Credit Facility, Commitment Fee Percentage	0.45%

XML

Share-based Compensation (Details Textulas) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		1 Months Ended		3 Months Ended		3 Months Ended				3 Months Ended		1 Months Ended		3 Months Ended		1 Months Ended	3 Months Ended	1 Months Ended	3 Months Ended
	Apr. 29, 2012	May 01, 2011	Apr. 29, 2012 Omnibus Incentive Compensation Plan 2010 [Member]	Mar. 31, 2012 Omnibus Incentive Compensation Plan 2010 [Member]	Apr. 29, 2012 Omnibus Incentive Compensation Plan 2010 [Member]	Jan. 29, 2012 Omnibus Incentive Compensation Plan 2010 [Member]	Apr. 29, 2012 Omnibus Incentive Compensation Plan 2010 [Member] Selling and Marketing Expense [Member]	May 01, 2011 Omnibus Incentive Compensation Plan 2010 [Member] Selling and Marketing Expense [Member]	Apr. 29, 2012 Restricted Stock Units (Rsus) [Member]	Jan. 29, 2012 Restricted Stock Units (Rsus) [Member]	Apr. 29, 2012 Restricted Stock Units (Rsus) [Member] Selling and Marketing Expense [Member]	May 01, 2011 Restricted Stock Units (Rsus) [Member] Selling and Marketing Expense [Member]	Apr. 29, 2012 Restricted Stock Units (Rsus) [Member] Employees [Member]	Mar. 31, 2012 Restricted Stock Units (Rsus) [Member] Employees [Member]	Apr. 29, 2012 Restricted Stock Awards [Member] Selling and Marketing Expense [Member]	May 01, 2011 Restricted Stock Awards [Member] Selling and Marketing Expense [Member]	Mar. 31, 2012 Restricted Stock Awards [Member] Non Employee Directors [Member]	Apr. 29, 2012 Restricted Stock Awards [Member] Non Employee Directors [Member]	Mar. 31, 2012 Performance Share Awards [Member]	Apr. 29, 2012 Performance Share Awards [Member] Selling and Marketing Expense [Member]	Apr. 29, 2012 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant			2,400,000		2,400,000																997,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures			1,500	192,000									600	17,000			200		38,000
Share-Based Compensation Arrangement By Share-Based Payment Award, Award Vesting Period 1					4 years
Share Based Compensation Arrangement By Share Based Payment Award Award Expiration Period					10 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number			882,000		882,000	702,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized			$ 9,100		$ 9,100	$ 6,200			$ 2,200	$ 1,665								$ 34
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition (in years)					3.5				3.5									0.1
Allocated Share-based Compensation Expense							673	368			226	137			75	46				42
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value																	$ 10
Stock Option Discount On Awards																					5.00%
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period																					1,007
Proceeds from issuance of common stock pursuant to employee stock purchase plan	$ 46	$ 0																			$ 46

XML

Consolidated Statements of Stockholders' Equity [Parenthetical] (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 29, 2012
Interest Rate Swaps Tax	$ (129)

XML

Consolidated Balance Sheets [Parenthetical] (USD $)	Apr. 29, 2012	Jan. 29, 2012
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	40,000,000	40,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	48,051,038	48,040,083
Common stock, shares outstanding	48,051,038	48,040,083

XML

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Apr. 29, 2012

Accounting Policies [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following is a summary of the percentage for the sales of perishable and non-perishable items:

	For the Thirteen Weeks Ended
	April 29,			May 1,
	2012			2011
Perishable		66.0	%		66.5	%
Non-perishable		34.0	%		33.5	%

XML

Document and Entity Information	3 Months Ended
	Apr. 29, 2012	Jun. 05, 2012
Entity Registrant Name	Fresh Market, Inc.
Entity Central Index Key	0001489979
Current Fiscal Year End Date	--01-27
Entity Filer Category	Large Accelerated Filer
Trading Symbol	tfm
Entity Common Stock, Shares Outstanding		48,058,036
Document Type	10-Q
Amendment Flag	true
Amendment Description	The Fresh Market, Inc. is filing this Amendment No. 1 (the "Form 10-Q/A") to our Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2012 (the "Form 10-Q"), filed with the Securities and Exchange Commission ("SEC") on June 7, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101. The Interactive Data File omitted detailed tagging from our original 10-Q filing.
Document Period End Date	Apr. 29, 2012
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

XML

Long-Term Debt (Tables)

3 Months Ended

Apr. 29, 2012

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

Long-term debt is as follows:  

	April 29, 2012		January 29, 2012
Unsecured revolving credit note, with maximum available borrowings of $175,000, interest payable monthly at one-month LIBOR plus a margin, weighted-average annual interest rate of 2.9% and 3.1% for the thirteen weeks ended April 29, 2012 and the fifty-two weeks ended January 29, 2012, respectively	$	39,100	$	64,000

XML

Consolidated Statements of Comprehensive Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Apr. 29, 2012	May 01, 2011
Sales	$ 324,784	$ 264,459
Cost of goods sold	212,093	174,886
Gross profit	112,691	89,573
Operating expenses:
Selling, general and administrative expenses	70,465	58,974
Store closure and exit costs	573	130
Depreciation	10,569	8,340
Income from operations	31,084	22,129
Other expense:
Interest expense	356	483
Income before provision for income taxes	30,728	21,646
Tax provision	11,458	8,166
Net income	19,270	13,480
Net income per share:
Basic and diluted (in dollars per share)	$ 0.40	$ 0.28
Weighted average common shares outstanding:
Basic (in shares)	48,046,251	47,991,045
Diluted (in shares)	48,255,646	48,121,916
Other comprehensive income
Net income	19,270	13,480
Interest rate swaps, net of tax expense of $0 and $7, respectively	0	139
Total comprehensive income	$ 19,270	$ 13,619

XML

Employee Benefits

3 Months Ended

Apr. 29, 2012

Employee Benefits and Share-Based Compensation [Abstract]

Compensation and Employee Benefit Plans [Text Block]

4. Employee Benefits

Long-Term Cash Incentive Program

In March 2012, the Company adopted The Fresh Market, Inc. Long-Term Cash Incentive Program for Select Employees (the “Program”), in which the Company’s executive officers do not participate. The purpose of the Program is to provide incentives and reward employees for achieving specified performance goals over a performance period.

The Program awards cash bonuses to participants based upon the Company’s achievement of specified performance goals encompassing a three year fiscal performance period. Under the Program, a maximum award amount is established based upon the specific measurement criteria as defined by the Program. Following the completion of a performance period, the Compensation Committee of the Board of Directors of the Company shall certify to what extent the performance goals for the performance period have been achieved in order to calculate the applicable award payment for each participant. At each reporting period, the Company assesses the probability of achieving the performance goals required for payment of the target amounts for the performance period. These awards are expensed over the respective vesting period on a straight-line basis. Cumulative adjustments are recorded quarterly to reflect subsequent changes in the estimated outcome of performance-related conditions.

Each participant receives a percentage of the applicable target amount for the performance period based on achievement of the performance goals and formulas. The Program’s award payouts will vary based on the achievement of the pre-established target and can range from 33% to 150% of the target award. Each participant is entitled to a minimum of one-third the total grant amount, which will be paid in three annual payments over the three year vesting period. At the end of the three year period, the participant is eligible for a final payout based upon the Company’s specific measurement criteria. After calculating the actual amount of the award, it will be reduced by the minimum amount paid to date and the participant will receive the net amount of the cash incentive award. There will be no additional payout unless the threshold for the applicable performance goal is reached and the participant must be employed by the Company at the end of the performance period to be eligible for payment of an award.

The Company has determined that the achievement of the performance goal for the 2012 Program is probable and, accordingly, recorded expense of $58 for the thirteen weeks ended April 29, 2012.

XML

Fair Value Measurements

3 Months Ended

Apr. 29, 2012

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

3. Fair Value Measurements

Effective January 30, 2012, the Company adopted Accounting Standards Update (ASU) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP (“ASU 2011-04”), which establishes common requirements for measuring fair value and related disclosures in accordance with GAAP. The adoption of ASU No. 2011-04, which primarily consists of clarification and wording changes to existing fair value measurement and disclosure requirements, did not have an impact on the Company’s consolidated financial statements.

The carrying amounts including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other accrued expenses approximate fair value because of the short maturity of those instruments. The carrying amount of long-term debt approximates fair value because the advances under this instrument bear variable interest rates which reflect market changes to interest rates and contain variable risk premiums based on certain financial ratios achieved by the Company. The Company did not elect to report any of its nonfinancial assets or nonfinancial liabilities at fair value.

XML

Employee Benefits (Details Terxtuals) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 29, 2012
Labor and Related Expense	$ 58
Minimum [Member]
Percentage Of Award Payouts On Achievement Of Pre-Established Target	33.00%
Maximum [Member]
Percentage Of Award Payouts On Achievement Of Pre-Established Target	150.00%

XML

Earnings per Share (Tables)

3 Months Ended

Apr. 29, 2012

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]

A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows (in thousands, except share and per share amounts):  

	For the Thirteen Weeks Ended
	April 29,		May 1,
	2012		2011
Net income available to common stockholders (numerator for basic earnings per share)	$	19,270	$	13,480
Weighted average common shares outstanding (denominator for basic earnings per share)		48,046,251		47,991,045
Potential common shares outstanding:
Incremental shares from share-based awards		209,395		130,871
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)		48,255,646		48,121,916
Basic and diluted earnings per share	$	0.40	$	0.28

XML

Commitments and Contingencies

3 Months Ended

Apr. 29, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

7. Commitments and Contingencies

Litigation

From time to time, the Company is involved in various legal proceedings encountered in the normal course of business, including claims related to commercial and leasing matters, as well as labor and employment, premises, personal injury, product liability and general liability claims. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial condition or results of operations. The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If either or both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses, discloses that the amount is not material, if true, or discloses that an estimate of loss cannot be made. The Company expenses its legal fees as incurred.

In assessing potential loss contingencies, the Company considers a number of factors, including those listed in the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 450-20, Contingencies – Loss Contingencies, regarding assessing the probability of a loss and assessing whether a loss is reasonably estimable. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of litigation are difficult to predict and the Company’s view of these matters may change as the litigation and events unfold over time. An unfavorable outcome in any legal matter, if material, could have a material adverse effect on the Company’s results of operations in the period in which the unfavorable outcome occurs and potentially in future periods.

The Company is currently party to a legal proceeding with a former landlord surrounding the condition in which the premises that the Company formerly occupied were yielded over to the former landlord at the end of the lease term, citing estimated damages ranging from approximately $475 to $1,400, plus lost rent (or lost profit) for a limited repair period of less than a year, pre-judgment interest and attorney’s fees. The Company disputes the claim, believes it has meritorious defenses and intends to continue to vigorously defend this action. Management believes that any potential loss associated with this legal proceeding is neither probable nor reasonably estimable at this time and accordingly has not accrued any amounts for any potential loss. Management further believes that, as this legal proceeding has advanced, there is now a reasonable possibility that a loss could occur, but that any loss is not estimable at this time, and could range from no loss to a loss equal to the damages claimed by the former landlord as described above. Management further believes that an adverse outcome in the legal proceeding, if one were to occur, would not have a material adverse effect on the Company’s financial condition, although there may be a material adverse impact on the Company’s results of operations for the period in which the loss, if any, is recognized.

The Company is currently party to two lawsuits that were filed against it and other parties in the state of South Carolina in connection with certain outdoor candle products that were sold at certain of the Company’s stores and alleged to have caused personal injury.  The lawsuits seek damages from the Company, as well as from one or more manufacturers and the packager.  The Company is unable to predict the outcome of these lawsuits or the amount of damages, if any, that may be awarded.  The Company believes that it is fully covered by its current insurance policies (subject to customary deductibles) for any liability resulting from these lawsuits and any others concerning this product to which the Company may become a party and, furthermore, that any such liability, even if not fully covered by its current insurance policies, will not have a material adverse effect on our business, prospects, financial condition, cash flows or results of operations.  One of the Company’s insurance carriers has reserved its rights as to coverage with respect to the losses that may be incurred in connection with these lawsuits and the manufacturers of the candle product and the fuel gel used in the candle have each filed for bankruptcy and such bankruptcies are currently pending. If the liability for these claims is greater than the Company anticipates (which could be the case if one or more of the other parties to the lawsuit is incapable of paying its share of any damages), or if insurance is not available or coverage is denied in connection therewith, liability resulting from these lawsuits and any others concerning this product to which the Company may become a party could have a material adverse effect on the Company’s results of operations for the period or periods in which it is incurred.

XML

Share-based Compensation

3 Months Ended

Apr. 29, 2012

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

5. Share-based Compensation

The Company grants share-based awards to purchase common stock under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan. At April 29, 2012 approximately 2,400,000 shares of the Company’s common stock were available for share-based awards.

Stock Options – 2010 Omnibus Incentive Compensation Plan

In March 2012 and April 2012, respectively, the Company awarded approximately 192,000 and 1,500 shares of non-qualifying stock options to employees. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options at grant date. Options vest ratably over a four-year period beginning on the grant date and expire ten years from the date of grant.

As of April 29, 2012 and January 29, 2012, respectively, there were approximately 882,000 and 702,000 nonvested stock options outstanding and approximately $9,100 and $6,200 of unrecognized share-based compensation expense. The Company anticipates this expense to be recognized over a weighted-average service period of approximately 3.5 years.

Share-based compensation expense related to stock options recognized during the thirteen weeks ended April 29, 2012 and May 1, 2011 totaled $673 and $368, respectively, and is included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Comprehensive Income.

Restricted Stock Units – 2010 Omnibus Incentive Compensation Plan

In March 2012 and April 2012, respectively, the Company awarded approximately 17,000 and 600 shares of restricted stock units (RSUs) to employees. The RSUs vest in 25% annual increments on each of the first four anniversaries of the date of the grant and the fair value is based on the fair market value of the Company’s common stock on the date of grant.

As of April 29, 2012 and January 29, 2012, total remaining unearned compensation cost related to nonvested RSUs was approximately $2,200 and $1,665, respectively, which will be amortized over the weighted-average remaining service period of approximately 3.5 years.  

The Company recorded $226 and $137 of share-based compensation expense related to all the outstanding RSUs for the thirteen weeks ended April 29, 2012 and May 1, 2011, respectively, which is included in the “Selling, general and administrative expenses” line item on the Consolidated Statements of Comprehensive Income.

Restricted Stock Awards - 2010 Omnibus Incentive Compensation Plan

In March 2012, the Company granted approximately 200 restricted stock awards (RSAs) , which had total grant date fair value of approximately $10, to a non-employee director. 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 based on the fair market value of the Company’s common stock on the date of grant.

As of April 29, 2012, total remaining unearned compensation cost related to nonvested RSAs was $34, which will be amortized over the weighted-average remaining service period of approximately 0.1 years.  

The Company recorded $75 and $46 of share-based compensation expense related to all RSAs outstanding for the thirteen weeks ended April 29, 2012 and May 1, 2011, respectively, which is included in the "Selling, general and administrative expenses” line item on the Consolidated Statements of Comprehensive Income.

Performance Share Awards

In March 2012, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved a Performance Share Award Agreement under the 2010 Omnibus Incentive Compensation Plan. The Company awarded approximately 38,000 performance share awards to certain employees.

The Performance Share Award Agreement provides for the award of performance-vesting restricted shares of the Company’s common stock based on the attainment of defined performance goals. At the end of the defined performance period, the extent to which the performance goals have been attained determines the number of shares that vest, except as otherwise determined by the Committee, and subject to conditions including the employment of the recipient with the Company or its affiliates throughout the performance period, except to the extent provided in cases of retirement, death, disability, or change of control, or as otherwise determined by the Committee.

The Company recognizes the estimated fair value of performance-based awards as share-based compensation expense over the performance period based upon its determination of whether it is probable that the performance targets will be achieved. At each reporting period, the Company assesses the probability of achieving the performance targets for the performance period required to meet those targets. Cumulative adjustments are recorded quarterly to reflect subsequent changes in the estimated outcome of performance-related conditions. The fair value of the performance-based awards is based on the fair market value of the Company’s common stock on the date of grant.

The Company recorded share-based compensation expense related to the performance-based awards of approximately $42 for the thirteen weeks ended April 29, 2012, which is included in the "Selling, general and administrative expenses” line item on the Consolidated Statements of Comprehensive Income.

Employee Stock Purchase Plan

In November 2010, the Employee Stock Purchase Plan (“ESPP”) was adopted and approved by the Company’s Board of Directors and stockholders. As of July 1, 2011, eligible employees may purchase shares of the Company’s common stock at a 5% discount from the market price through a payroll deduction. The number of shares of common stock that are available for issuance under the ESPP is approximately 997,000.

During the thirteen week period ended April 29, 2012, 1,007 shares of the Company’s common stock were purchased under the ESPP, which resulted in proceeds of approximately $46.

XML

Earnings per Share

3 Months Ended

Apr. 29, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

6. Earnings per Share

The computation of basic earnings per share is based on the number of weighted-average common shares outstanding during the period. The computation of diluted earnings per share for the thirteen weeks ended April 29, 2012 and May 1, 2011, respectively, includes the dilutive effect of common stock equivalents consisting of incremental common shares deemed outstanding from the assumed exercise of stock options, RSUs, RSAs and performance shares.

A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows (in thousands, except share and per share amounts):  

	For the Thirteen Weeks Ended
	April 29,		May 1,
	2012		2011
Net income available to common stockholders (numerator for basic earnings per share)	$	19,270	$	13,480
Weighted average common shares outstanding (denominator for basic earnings per share)		48,046,251		47,991,045
Potential common shares outstanding:
Incremental shares from share-based awards		209,395		130,871
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)		48,255,646		48,121,916
Basic and diluted earnings per share	$	0.40	$	0.28

The diluted net income per common share computations exclude share-based awards which are antidilutive. The weighted average shares outstanding for the thirteen weeks ended April 29, 2012 exclude the effect of approximately 125,000 options because such options are considered antidilutive. There were no antidilutive shares for the thirteen weeks ended May 1, 2011.

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Apr. 29, 2012

Accounting Policies [Abstract]

Basis Of Accounting Policy [Policy Text Block]

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto in the Company’s annual report on Form 10-K for the fiscal year ended January 29, 2012. In the opinion of management, these unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. Interim results are not necessarily indicative of results that may be expected for any other interim period or for a full fiscal year.

The Company’s wholly-owned subsidiaries are consolidated on a line-by-line basis and all significant intercompany accounts and transactions are eliminated upon consolidation.

The Company reports its results of operations on a 52 or 53 week fiscal year ending on the last Sunday in January. Fiscal years 2012 and 2011 are 52 week fiscal years and each fiscal quarter consists of 13 weeks.

The Company has determined that it has only one reportable segment. All of the Company’s revenues come from the sale of items at its specialty food stores. The Company’s primary focus is on perishable food categories, which include meat, seafood, produce, deli, bakery, floral, sushi and prepared foods. Non-perishable categories consist of traditional grocery and dairy products as well as specialty foods, including bulk, coffee, candy, beer and wine. The following is a summary of the percentage for the sales of perishable and non-perishable items:

	For the Thirteen Weeks Ended
	April 29,			May 1,
	2012			2011
Perishable		66.0	%		66.5	%
Non-perishable		34.0	%		33.5	%

XML

Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	Apr. 29, 2012	Jan. 29, 2012
Unsecured revolving credit note, with maximum available borrowings of $175,000, interest payable monthly at one-month LIBOR plus a margin, weighted-average annual interest rate of 2.9% and 3.1% for the thirteen weeks ended April 29, 2012 and the fifty-two weeks ended January 29, 2012, respectively	$ 39,100	$ 64,000

XML

Earnings per Share (Details Textulas)	3 Months Ended
	Apr. 29, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	125,000

XML

Consolidated Statements of Comprehensive Income [Parenthetical] (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 29, 2012	May 01, 2011
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax Effect	$ 0	$ 7

XML

Long-Term Debt

3 Months Ended

Apr. 29, 2012

Debt Disclosure [Abstract]

Long-term Debt [Text Block]

2. Long-Term Debt

Long-term debt is as follows:  

	April 29, 2012		January 29, 2012
Unsecured revolving credit note, with maximum available borrowings of $175,000, interest payable monthly at one-month LIBOR plus a margin, weighted-average annual interest rate of 2.9% and 3.1% for the thirteen weeks ended April 29, 2012 and the fifty-two weeks ended January 29, 2012, respectively	$	39,100	$	64,000

On February 22, 2011, the Company terminated its existing revolving credit facility and entered into a credit agreement with Bank of America, N.A. as Administrative Agent, Swing Line Lender, and Letter of Credit Issuer, and several other lending institutions (the “2011 Credit Facility”). The 2011 Credit Facility refinanced and replaced the Company’s credit agreement dated February 27, 2007 by and among the Company, Bank of America, N.A. as Administrative Agent, Swing Line Lender, and Letter of Credit Issuer, and several other lending institutions (the “2007 Credit Facility”). The 2011 Credit Facility matures February 22, 2016, and is available to provide support for working capital, capital expenditures and other general corporate purposes, including permitted acquisitions, issuance of letters of credit, refinancing and payment of fees. While the Company currently has no material domestic subsidiaries, other entities will guarantee the Company’s obligations under the 2011 Credit Facility if and when they become material domestic subsidiaries of the Company during the term of the 2011 Credit Facility.

The 2011 Credit Facility provides for total borrowings of up to $175,000. Under the terms of the 2011 Credit Facility, the Company is entitled to request an increase in the size of the facility by an amount not exceeding $75,000 in the aggregate. If the existing lenders elect not to provide the full amount of a requested increase, or in lieu of accepting offers from existing lenders to increase their commitments, the Company may designate one or more other lender(s) to become a party to the 2011 Credit Facility, subject to the approval of the Administrative Agent. The 2011 Credit Facility includes a letter of credit sublimit of $25,000 and a swing line sublimit of $10,000.

At the Company’s option, outstanding borrowings bear interest at (i) the London Interbank Offered Rate plus an applicable margin that ranges from 1.00% to 2.25%, (ii) the Eurodollar rate plus an applicable margin that ranges from 1.00% to 2.25%, or (iii) the base rate plus an applicable margin that ranges from 0% to 1.25%, where the base rate is defined as the greatest of: (a) the federal funds rate plus 0.50%, (b) Bank of America’s prime rate, and (c) the Eurodollar rate plus 1.00%. The commitment fee calculated on unused portions of the credit facility ranges from 0.30% to 0.45% per annum. As of April 29, 2012 and January 29, 2012, all outstanding borrowings bear interest at LIBOR plus an applicable margin.

The loan agreement also provides the Company with standby letter of credit facilities up to $25,000, of which $11,481 was outstanding at April 29, 2012 and January 29, 2012. The beneficiaries of these letters of credit are the Company’s workers’ compensation insurance carriers.

XML

Commitments and Contingencies (Details Textuals) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 29, 2012
Minimum [Member]
Estimated Damages	$ 475
Maximum [Member]
Estimated Damages	$ 1,400

XML

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Apr. 29, 2012	May 01, 2011
Perishable [Member]
Sales Revenue Goods Percentage	66.00%	66.50%
Non Perishable [Member]
Sales Revenue Goods Percentage	34.00%	33.50%