Form 8-K 2017 2nd Qtr.DOCX (00015283).DOCX

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 12, 2022

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 12, 2022, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the third quarter ended September 24, 2022. 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 12, 2022, the Company announced in a press release its results of operations and financial condition for the third quarter ended September 24, 2022. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

On October 12, 2022, 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 $0.70 per share will be paid on December 1, 2022 to shareholders of record on the close of business on November 9, 2022. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $3.00 per share will be paid on December 1, 2022 to shareholders of record on the close of business on November 9, 2022. The total amount of the special dividend payment will be approximately $10.3 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 8.01Other Events

On October 12, 2022, 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 $0.70 per share will be paid on December 1, 2022 to shareholders of record on the close of business on November 9, 2022. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $3.00 per share will be paid on December 1, 2022 to shareholders of record on the close of business on November 9, 2022. The total amount of the special dividend payment will be approximately $10.3 million based on the current number of shares outstanding. Future special or regular 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.

Forward Looking Statements

Certain statements in this Current Report on Form 8-K are forward looking statements made under the safe harbor provision of the Private Securities Litigation Reform Act. Such statements are based on management’s current expectations as of the date of this Report, but involve risks, uncertainties and other factors that may cause actual results to differ materially from those contemplated by such forward looking statements. Investors are cautioned to consider these forward looking statements in light of important factors which may result in material variations between results contemplated by such forward looking statements and actual results and conditions. More detailed information about these factors is contained under the headings “Forward Looking Statements” and “Risk Factors” in the Company’s periodic reports filed with the SEC, including the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 25, 2021 and Quarterly Report on Form 10-Q for the third quarter ended September 24, 2022. We caution investors to not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

c
99.1		Third Quarter Results Press Release dated October 12, 2022
99.2		Quarterly Cash Dividend and Special Dividend Press Release dated October 12, 2022
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 12, 2022	By:	/s/ Anthony D. Ishaug
	Anthony D. Ishaug
	Chief Financial Officer and Treasurer

Exhibit 99.1

Contact:Brett D. Heffes

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

THIRD QUARTER RESULTS

Minneapolis, MN (October 12, 2022) - Winmark Corporation (Nasdaq: WINA) announced today net income for the quarter ended September 24, 2022 of $10,368,600 or $2.93 per share diluted compared to net income of $10,082,500 or $2.67 per share diluted in 2021. For the nine months ended September 24, 2022, net income was $29,248,300 or $8.11 per share diluted compared to net income of $28,330,900 or $7.40 per share diluted for the same period last year.

“Our third quarter results reflect strong performance during the back to school season,” commented Brett D. Heffes, Chairman and Chief Executive Officer.

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 24, 2022, there were 1,291 franchises in operation and over 2,800 available territories. An additional 54 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 24, 2022		December 25, 2021
ASSETS
Current Assets:
Cash and cash equivalents	$	16,986,000	$	11,407,000
Restricted cash		55,000		30,000
Receivables, net		1,633,600		1,103,400
Net investment in leases - current		839,900		2,890,600
Income tax receivable		43,400		667,500
Inventories		637,900		325,200
Prepaid expenses		1,006,100		1,008,600
Total current assets		21,201,900		17,432,300

Net investment in leases – long-term		63,600		229,300
Property and equipment, net		1,740,700		1,976,900
Operating lease right of use asset		2,796,300		2,982,000
Intangible assets, net		3,436,700		—
Goodwill		607,500		607,500
Other assets		416,300		418,300
Deferred income taxes		3,467,400		3,252,700
	$	33,730,400	$	26,899,000

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Notes payable, net	$	4,217,900	$	4,232,600
Accounts payable		1,909,900		2,099,000
Accrued liabilities		3,870,000		2,001,000
Deferred revenue		1,647,000		1,645,000
Total current liabilities		11,644,800		9,977,600
Long-Term Liabilities:
Line of Credit/Term Loan		30,000,000		—
Notes payable, net		40,121,200		43,376,400
Deferred revenue		7,026,200		6,863,500
Operating lease liabilities		4,432,800		4,810,100
Other liabilities		940,500		954,800
Total long-term liabilities		82,520,700		56,004,800
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,439,832 and 3,635,806 shares issued and outstanding		382,100		—
Retained earnings (accumulated deficit)		(60,817,200)		(39,083,400)
Total shareholders’ equity (deficit)		(60,435,100)		(39,083,400)
	$	33,730,400	$	26,899,000

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Quarter Ended				Nine Months Ended
	September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Revenue:
Royalties	$	17,859,000	$	16,375,900	$	49,230,400	$	45,141,200
Leasing income		1,762,100		2,266,200		5,845,800		8,351,800
Merchandise sales		746,000		704,800		2,687,500		1,980,300
Franchise fees		348,100		383,400		1,160,200		1,101,300
Other		449,300		423,100		1,361,200		1,267,300
Total revenue		21,164,500		20,153,400		60,285,100		57,841,900
Cost of merchandise sold		717,600		681,100		2,552,300		1,887,700
Leasing expense		376,300		358,900		891,900		1,410,800
Provision for credit losses		(22,000)		(55,900)		(46,600)		(167,300)
Selling, general and administrative expenses		5,671,500		5,380,100		16,673,100		16,287,600
Income from operations		14,421,100		13,789,200		40,214,400		38,423,100
Interest expense		(820,500)		(323,200)		(2,045,600)		(945,600)
Interest and other income (expense)		21,700		(18,800)		7,000		(7,100)
Income before income taxes		13,622,300		13,447,200		38,175,800		37,470,400
Provision for income taxes		(3,253,700)		(3,364,700)		(8,927,500)		(9,139,500)
Net income	$	10,368,600	$	10,082,500	$	29,248,300	$	28,330,900
Earnings per share - basic	$	3.01	$	2.77	$	8.36	$	7.68
Earnings per share - diluted	$	2.93	$	2.67	$	8.11	$	7.40
Weighted average shares outstanding - basic		3,439,417		3,635,055		3,500,411		3,688,419
Weighted average shares outstanding - diluted		3,540,779		3,782,873		3,605,445		3,829,322

Winmark Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	September 24, 2022		September 25, 2021
OPERATING ACTIVITIES:
Net income	$	29,248,300	$	28,330,900
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		409,500		328,800
Provision for credit losses		(46,600)		(167,300)
Compensation expense related to stock options		1,203,800		1,074,200
Deferred income taxes		(214,700)		(1,365,500)
Deferred initial direct costs		—		(2,100)
Amortization of deferred initial direct costs		—		18,800
Operating lease right of use asset amortization		185,700		167,000
Tax benefits on exercised stock options		429,500		249,200
Change in operating assets and liabilities:
Receivables		(530,200)		187,000
Principal collections on lease receivables		2,819,200		7,452,200
Income tax receivable/payable		194,600		(216,200)
Inventories		(312,700)		(302,000)
Prepaid expenses		2,500		36,500
Other assets		2,000		19,000
Accounts payable		(189,100)		219,000
Accrued and other liabilities		1,395,000		(94,100)
Rents received in advance and security deposits		(556,200)		(674,500)
Deferred revenue		164,700		(214,800)
Net cash provided by operating activities		34,205,300		35,046,100
INVESTING ACTIVITIES:
Purchase of property and equipment		(70,000)		(51,800)
Reacquired franchise rights		(3,540,000)		—
Purchase of equipment for lease contracts		—		(78,200)
Net cash used for investing activities		(3,610,000)		(130,000)
FINANCING ACTIVITIES:
Proceeds from borrowings on line of credit		33,700,000		—
Payments on line of credit		(3,700,000)		—
Proceeds from borrowings on notes payable		—		30,000,000
Payments on notes payable		(3,187,500)		(3,187,500)
Repurchases of common stock		(48,281,200)		(27,892,900)
Proceeds from exercises of stock options		2,937,100		1,299,300
Dividends paid		(6,459,700)		(4,234,900)
Net cash used for financing activities		(24,991,300)		(4,016,000)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		5,604,000		30,900,100
Cash, cash equivalents and restricted cash, beginning of period		11,437,000		6,684,000
Cash, cash equivalents and restricted cash, end of period	$	17,041,000	$	37,584,100
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	1,925,400	$	884,100
Cash paid for income taxes	$	8,518,100	$	10,472,000

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 24, 2022		September 25, 2021
Cash and cash equivalents	$	16,986,000	$	37,569,100
Restricted cash		55,000		15,000
Total cash, cash equivalents and restricted cash	$	17,041,000	$	37,584,100