Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 18, 2023

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)


000-22012	41-1622691
(Commission File Number)	(I.R.S. Employer Identification Number)

605 Highway 169 North, Suite 400, Minneapolis, Minnesota 55441

(Address of Principal Executive Offices) (Zip Code)

(763) 520-8500

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, no par value per share	WINA	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02Results of Operations and Financial Condition

On October 18, 2023, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the third quarter September 30, 2023. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 7.01Regulation FD Disclosure

On October 18, 2023, the Company announced in a press release its results of operations and financial condition for the third quarter ended September 30, 2023. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

On October 18, 2023, the Company announced in a press release that its Board of Directors has approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $0.80 per share will be paid on December 1, 2023 to shareholders of record on the close of business on November 15, 2023. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $9.40 per share will be paid on December 1, 2023 to shareholders of record on the close of business on November 15, 2023. The total amount of the special dividend will be approximately $32.8 million based on the current number of shares outstanding. Future regular or special dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report of Form 8-K.

Item 8.01Other Events

On October 18, 2023 the Company announced in a press release that its Board of Directors has approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $0.80 per share will be paid on December 1, 2023 to shareholders of record on the close of business on November 15, 2023. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $9.40 per share will be paid on December 1, 2023 to shareholders of record on the close of business on November 15, 2023. The total amount of the special dividend will be approximately $32.8 million based on the current number of shares outstanding. Future regular or special dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

c
99.1		Third Quarter Results Press Release dated October 18, 2023
99.2		Quarterly Cash Dividend Press Release dated October 18, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document and incorporated as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

co
	WINMARK CORPORATION

Date: October 18, 2023	By:	/s/ Anthony D. Ishaug
	Anthony D. Ishaug
	Chief Financial Officer and Treasurer

Exhibit 99.1

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

THIRD QUARTER RESULTS

Minneapolis, MN (October 18, 2023) - Winmark Corporation (Nasdaq: WINA) announced today net income for the quarter ended September 30, 2023 of $11,149,800 or $3.05 per share diluted compared to net income of $10,368,600 or $2.93 per share diluted in 2022. For the nine months ended September 30, 2023, net income was $30,461,300 or $8.40 per share diluted compared to net income of $29,248,300 or $8.11 per share diluted for the same period last year.

Winmark - the Resale Company®, is a nationally recognized franchising business focused on sustainability and small-business formation. We champion and guide entrepreneurs interested in operating one of our award winning resale franchises: Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Style Encore® and Music Go Round®. At September 30, 2023, there were 1,312 franchises in operation and over 2,800 available territories. An additional 72 franchises have been awarded but are not open.

This press release contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to future events or the future financial performance of the Company. Such forward-looking statements are only predictions or statements of intention subject to risks and uncertainties and actual events or results could differ materially from those anticipated. Because actual result may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements.

WINMARK CORPORATION

CONDENSED BALANCE SHEETS

(Unaudited)


	September 30, 2023		December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	40,556,100	$	13,615,600
Restricted cash		40,000		65,000
Receivables, net		1,704,000		1,438,600
Net investment in leases - current		124,300		344,900
Income tax receivable		1,200		558,700
Inventories		290,900		770,600
Prepaid expenses		1,095,100		1,310,400
Total current assets		43,811,600		18,103,800

Net investment in leases – long-term		—		5,400
Property and equipment, net		1,675,900		1,704,600
Operating lease right of use asset		2,510,000		2,716,000
Intangible assets, net		3,082,800		3,348,300
Goodwill		607,500		607,500
Other assets		467,700		429,700
Deferred income taxes		3,392,000		3,540,400
	$	55,547,500	$	30,455,700

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Notes payable, net	$	4,217,900	$	4,217,900
Accounts payable		1,694,900		2,122,000
Accrued liabilities		4,038,900		2,611,700
Deferred revenue		1,680,700		1,643,900
Total current liabilities		11,632,400		10,595,500
Long-Term Liabilities:
Line of Credit/Term Loan		30,000,000		30,000,000
Notes payable, net		35,903,300		39,066,700
Deferred revenue		7,553,600		6,974,200
Operating lease liabilities		3,871,600		4,287,000
Other liabilities		1,150,100		1,164,400
Total long-term liabilities		78,478,600		81,492,300
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,486,869 and 3,459,673 shares issued and outstanding		6,411,900		1,806,700
Retained earnings (accumulated deficit)		(40,975,400)		(63,438,800)
Total shareholders’ equity (deficit)		(34,563,500)		(61,632,100)
	$	55,547,500	$	30,455,700

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Quarter Ended				Nine Months Ended
	September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Revenue:
Royalties	$	19,210,000	$	17,859,000	$	53,063,400	$	49,230,400
Leasing income		1,291,900		1,762,100		3,948,700		5,845,800
Merchandise sales		997,800		746,000		3,601,900		2,687,500
Franchise fees		334,400		348,100		1,133,400		1,160,200
Other		483,700		449,300		1,456,200		1,361,200
Total revenue		22,317,800		21,164,500		63,203,600		60,285,100
Cost of merchandise sold		935,400		717,600		3,370,500		2,552,300
Leasing expense		11,000		376,300		381,700		891,900
Provision for credit losses		700		(22,000)		(4,600)		(46,600)
Selling, general and administrative expenses		6,248,200		5,671,500		18,694,300		16,673,100
Income from operations		15,122,500		14,421,100		40,761,700		40,214,400
Interest expense		(763,100)		(820,500)		(2,339,800)		(2,045,600)
Interest and other income		385,400		21,700		803,400		7,000
Income before income taxes		14,744,800		13,622,300		39,225,300		38,175,800
Provision for income taxes		(3,595,000)		(3,253,700)		(8,764,000)		(8,927,500)
Net income	$	11,149,800	$	10,368,600	$	30,461,300	$	29,248,300
Earnings per share - basic	$	3.20	$	3.01	$	8.77	$	8.36
Earnings per share - diluted	$	3.05	$	2.93	$	8.40	$	8.11
Weighted average shares outstanding - basic		3,485,852		3,439,417		3,475,066		3,500,411
Weighted average shares outstanding - diluted		3,653,730		3,540,779		3,627,550		3,605,445

Winmark Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	September 30, 2023		September 24, 2022
OPERATING ACTIVITIES:
Net income	$	30,461,300	$	29,248,300
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		578,900		409,500
Provision for credit losses		(4,600)		(46,600)
Compensation expense related to stock options		1,451,000		1,203,800
Deferred income taxes		148,400		(214,700)
Operating lease right of use asset amortization		206,000		185,700
Tax benefits on exercised stock options		839,000		429,500
Change in operating assets and liabilities:
Receivables		(265,400)		(530,200)
Principal collections on lease receivables		485,200		2,819,200
Income tax receivable/payable		(281,500)		194,600
Inventories		479,700		(312,700)
Prepaid expenses		215,300		2,500
Other assets		(38,000)		2,000
Accounts payable		(427,100)		(189,100)
Accrued and other liabilities		1,021,600		1,395,000
Rents received in advance and security deposits		(254,600)		(556,200)
Deferred revenue		616,200		164,700
Net cash provided by operating activities		35,231,400		34,205,300
INVESTING ACTIVITIES:
Purchase of property and equipment		(284,700)		(70,000)
Reacquired franchise rights		—		(3,540,000)
Net cash used for investing activities		(284,700)		(3,610,000)
FINANCING ACTIVITIES:
Proceeds from borrowings on line of credit/term loan		—		33,700,000
Payments on line of credit/term loan		—		(3,700,000)
Payments on notes payable		(3,187,500)		(3,187,500)
Repurchases of common stock		—		(48,281,200)
Proceeds from exercises of stock options		3,154,200		2,937,100
Dividends paid		(7,997,900)		(6,459,700)
Net cash used for financing activities		(8,031,200)		(24,991,300)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		26,915,500		5,604,000
Cash, cash equivalents and restricted cash, beginning of period		13,680,600		11,437,000
Cash, cash equivalents and restricted cash, end of period	$	40,596,100	$	17,041,000
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	2,309,100	$	1,925,400
Cash paid for income taxes	$	8,058,100	$	8,518,100

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Balance Sheets to the total of the same amounts shown above:
	Nine Months Ended
	September 30, 2023		September 24, 2022
Cash and cash equivalents	$	40,556,100	$	16,986,000
Restricted cash		40,000		55,000
Total cash, cash equivalents and restricted cash	$	40,596,100	$	17,041,000

Exhibit 99.2

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

QUARTERLY CASH DIVIDEND AND SPECIAL DIVIDEND

Minneapolis, MN (October 18, 2023) - Winmark Corporation (Nasdaq: WINA) announced today that its

Board of Directors has approved the payment of a quarterly cash dividend to shareholders. The quarterly dividend of $0.80 per share will be paid December 1, 2023 to shareholders of record on the close of business on November 15, 2023.

Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $9.40 per share will be paid on December 1, 2023 to shareholders of record on the close of business on November 15, 2023. The total amount of the special dividend payment will be approximately $32.8 million based on the current number of shares outstanding. It is anticipated that Winmark will use cash on hand to finance the special dividend. Future dividends will be subject to Board approval.

The declaration of these dividends will bring the total dividends paid per share in calendar year 2023 to $12.50 compared to $5.55 per share in 2022.

Winmark - the Resale Company®, is a nationally recognized franchising business focused on sustainability and small business formation. We champion and guide entrepreneurs interested in operating one of our award winning resale franchises: Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Style Encore® and Music Go Round®. At September 30, 2023, there were 1,312 franchises in operation and over 2,800 available territories. An additional 72 franchises have been awarded but are not open.

Document and Entity Information	Oct. 18, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 18, 2023
Entity File Number	000-22012
Entity Registrant Name	Winmark Corporation
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-1622691
Entity Address, Address Line One	605 Highway 169 North
Entity Address, Adress Line Two	Suite 400
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55441
City Area Code	763
Local Phone Number	520-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	WINA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000908315
Amendment Flag	false