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): July 17, 2024

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 July 17, 2024, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the second quarter ended June 29, 2024. 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 July 17, 2024, the Company announced in a press release its results of operations and financial condition for the second quarter ended June 29, 2024. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

On July 17, 2024 the Company also announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders. The quarterly dividend of $0.90 per share will be paid on September 3, 2024 to shareholders of record on the close of business on August 14, 2024. Future 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 July 17, 2024 the Company announced in a press release that its Board of Directors has approved the payment of a cash dividend to its shareholders. The quarterly dividend of $0.90 per share will be paid on September 3, 2024 to shareholders of record on the close of business on August 14, 2024. Future 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 9.01Financial Statements and Exhibits

(d)Exhibits

99.1

99.2

Second Quarter Results Press Release dated July 17, 2024

Quarterly Cash Dividend Press Release dated July 17, 2024

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: July 17, 2024	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 SECOND QUARTER RESULTS

Minneapolis, MN (July 17, 2024) - Winmark Corporation (Nasdaq: WINA) announced today net income for the quarter ended June 29, 2024 of $10,431,400 or $2.85 per share diluted compared to net income of $10,368,800 or $2.85 per share diluted in 2023. For the six months ended June 29, 2024, net income was $19,250,400 or $5.26 per share diluted compared to net income of $19,311,500 or $5.34 per share diluted for the same period last year. Results during the quarter were impacted by the Company’s decision in May 2021 to run-off its leasing portfolio.

“Year-to-date growth in royalties resulted from higher overall store count and, to a lesser extent, increases in per unit performance,” commented Brett D. Heffes, Chair and Chief Executive Officer.

Winmark - the Resale Company®, is a nationally recognized franchisor 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 June 29, 2024, there were 1,336 franchises in operation and over 2,800 available territories. An additional 77 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)


	June 29, 2024		December 30, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	29,397,400	$	13,361,500
Restricted cash		—		25,000
Receivables, net		1,611,400		1,475,300
Net investment in leases - current		—		75,100
Income tax receivable		655,800		31,400
Inventories		268,200		386,100
Prepaid expenses		1,020,800		1,392,100
Total current assets		32,953,600		16,746,500

Property and equipment, net		1,636,100		1,669,800
Operating lease right of use asset		2,275,600		2,425,900
Intangible assets, net		2,817,300		2,994,300
Goodwill		607,500		607,500
Other assets		479,500		471,300
Deferred income taxes		3,917,300		4,052,400
	$	44,686,900	$	28,967,700

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Notes payable, net	$	4,218,700	$	4,217,900
Accounts payable		1,478,700		1,719,400
Accrued liabilities		4,092,500		2,858,200
Deferred revenue		1,662,200		1,666,100
Total current liabilities		11,452,100		10,461,600
Long-Term Liabilities:
Line of credit/Term loan		30,000,000		30,000,000
Notes payable, net		32,739,000		34,848,800
Deferred revenue		7,874,600		7,657,500
Operating lease liabilities		3,415,300		3,715,800
Other liabilities		1,430,600		1,440,100
Total long-term liabilities		75,459,500		77,662,200
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,520,327 and 3,496,977 shares issued and outstanding		11,413,500		7,768,800
Retained earnings (accumulated deficit)		(53,638,200)		(66,924,900)
Total shareholders’ equity (deficit)		(42,224,700)		(59,156,100)
	$	44,686,900	$	28,967,700

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Six Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Revenue:
Royalties	$	17,774,500	$	17,105,800	$	35,043,200	$	33,853,500
Leasing income		524,400		1,019,800		1,361,200		2,656,800
Merchandise sales		925,500		1,328,100		2,036,000		2,604,100
Franchise fees		366,900		420,700		731,500		798,900
Other		529,200		487,800		1,058,300		972,500
Total revenue		20,120,500		20,362,200		40,230,200		40,885,800
Cost of merchandise sold		861,100		1,247,800		1,900,100		2,435,100
Leasing expense		—		54,300		36,600		370,700
Provision for credit losses		—		(700)		(1,500)		(5,300)
Selling, general and administrative expenses		6,241,800		5,810,000		13,059,200		12,446,100
Income from operations		13,017,600		13,250,800		25,235,800		25,639,200
Interest expense		(721,400)		(779,100)		(1,459,200)		(1,576,700)
Interest and other income		280,800		292,300		468,800		418,000
Income before income taxes		12,577,000		12,764,000		24,245,400		24,480,500
Provision for income taxes		(2,145,600)		(2,395,200)		(4,995,000)		(5,169,000)
Net income	$	10,431,400	$	10,368,800	$	19,250,400	$	19,311,500
Earnings per share - basic	$	2.97	$	2.98	$	5.49	$	5.57
Earnings per share - diluted	$	2.85	$	2.85	$	5.26	$	5.34
Weighted average shares outstanding - basic		3,513,788		3,478,628		3,505,526		3,469,675
Weighted average shares outstanding - diluted		3,657,439		3,634,688		3,659,405		3,614,462

Winmark Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended
	June 29, 2024		July 1, 2023
OPERATING ACTIVITIES:
Net income	$	19,250,400	$	19,311,500
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		224,300		208,100
Amortization of intangible assets		177,000		177,000
Provision for credit losses		(1,500)		(5,300)
Compensation expense related to stock options		940,500		942,000
Deferred income taxes		135,100		148,400
Operating lease right of use asset amortization		150,300		135,600
Tax benefits on exercised stock options		943,400		832,300
Change in operating assets and liabilities:
Receivables		(136,100)		(153,900)
Principal collections on lease receivables		96,300		499,800
Income tax receivable/payable		(1,567,800)		(796,100)
Inventories		117,900		323,700
Prepaid expenses		371,300		490,700
Other assets		(8,200)		(31,600)
Accounts payable		(240,700)		(483,600)
Accrued and other liabilities		940,300		1,390,000
Rents received in advance and security deposits		(19,700)		(234,200)
Deferred revenue		213,200		397,900
Net cash provided by operating activities		21,586,000		23,152,300
INVESTING ACTIVITIES:
Purchase of property and equipment		(190,600)		(96,900)
Net cash used for investing activities		(190,600)		(96,900)
FINANCING ACTIVITIES:
Payments on notes payable		(2,125,000)		(2,125,000)
Proceeds from exercises of stock options		2,704,200		2,974,900
Dividends paid		(5,963,700)		(5,209,400)
Net cash used for financing activities		(5,384,500)		(4,359,500)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		16,010,900		18,695,900
Cash, cash equivalents and restricted cash, beginning of period		13,386,500		13,680,600
Cash, cash equivalents and restricted cash, end of period	$	29,397,400	$	32,376,500
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	1,448,400	$	1,563,800
Cash paid for income taxes	$	5,484,400	$	4,984,600

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:
	Six Months Ended
	June 29, 2024		July 1, 2023
Cash and cash equivalents	$	29,397,400	$	32,321,500
Restricted cash		—		55,000
Total cash, cash equivalents and restricted cash	$	29,397,400	$	32,376,500

Exhibit 99.2

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

QUARTERLY CASH DIVIDEND

Minneapolis, MN (July 17,2024) - 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 $0.90 per share will be paid on September 3, 2024 to shareholders of record on the close of business on August 14, 2024. Future dividends will be subject to Board approval.

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 June 29, 2024, there were 1,336 franchises in operation and over 2,800 available territories. An additional 77 franchises have been awarded but are not open.

Document and Entity Information	Jul. 17, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 17, 2024
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