8-K

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):  February 26, 2018

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))

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 February 26, 2018,  Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the year ended December 30, 2017.  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 February 26, 2018, the Company announced in a press release its results of operations and financial condition for the year ended December 30, 2017.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

c
99.1	Press Release dated February 26, 2018

EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit NumberExhibit Description

99.1 Press Release dated February 26, 2018

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.

WINMARK CORPORATION

co
	WINMARK CORPORATION
Date: February 26, 2018	By:	/s/ Anthony D. Ishaug
	Anthony D. Ishaug
	Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Contact:Brett D. Heffes 

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES YEAR END RESULTS

Minneapolis, MN (February 26, 2018)    Winmark Corporation (Nasdaq: WINA) announced today net income for the year ended December 30, 2017 of $24,565,100 or $5.66 per share diluted compared to net income of $22,217,600 or $5.13 per share diluted in 2016.   The fourth quarter 2017 net income was $7,656,500 or $1.86 per share diluted, compared to net income of $6,166,200 or $1.41 per share diluted, for the same period last year. Revenues for the year ended December 30, 2017 were $69,745,900, up from $66,580,300 in 2016. As a result of the recently enacted Tax Cut and Jobs Act, the Company recognized a one-time, non-cash, tax benefit of approximately $1.5 million or $0.36 per share in the fourth quarter related to the remeasurement of its deferred tax assets and liabilities from the reduction in U.S. federal corporate income tax rates.

“Throughout the year, we experienced steady growth in royalties as our franchisees continued to perform well,” noted Brett Heffes, Chief Executive Officer. “We have continued to invest in Winmark Franchise Partners since its launch earlier last year, and I am excited by the long-term opportunities for this business.”

Winmark Corporation creates, supports and finances business.  At December 30, 2017, there were 1,211 franchises in operation under the brands Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Style Encore® and Music Go Round®.  An additional 62 retail franchises have been awarded but are not open.  In addition, at December 30, 2017, the Company had a lease portfolio of  $41.3 million.

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)

	December 30, 2017		December 31, 2016
ASSETS
Current Assets:
Cash and cash equivalents	$	1,073,200	$	1,252,900
Marketable securities		—		199,900
Receivables, net		1,796,000		1,479,200
Restricted cash		90,000		40,000
Net investment in leases - current		15,332,300		17,004,800
Income tax receivable		2,161,800		1,678,800
Inventories		97,100		87,500
Prepaid expenses		814,800		1,050,700
Total current assets		21,365,200		22,793,800
Net investment in leases – long-term		25,945,300		24,410,700
Property and equipment, net		486,800		769,600
Goodwill		607,500		607,500
	$	48,404,800	$	48,581,600
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Notes payable, net	$	3,236,100	$	1,990,000
Accounts payable		2,073,000		1,692,000
Accrued liabilities		1,837,300		1,811,100
Discounted lease rentals		570,800		—
Deferred revenue		1,736,200		1,864,700
Total current liabilities		9,453,400		7,357,800
Long-Term Liabilities:
Line of credit		35,400,000		23,400,000
Notes payable, net		28,841,000		19,926,500
Discounted lease rentals		1,121,600		—
Deferred revenue		1,465,500		1,423,800
Other liabilities		845,000		993,600
Deferred income taxes		1,956,500		3,331,900
Total long-term liabilities		69,629,600		49,075,800
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,843,078 and 4,165,769 shares issued and outstanding		1,476,200		2,976,100
Accumulated other comprehensive income (loss)		—		(9,900)
Retained earnings (accumulated deficit)		(32,154,400)		(10,818,200)
Total shareholders’ equity (deficit)		(30,678,200)		(7,852,000)
	$	48,404,800	$	48,581,600

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Quarter Ended				Fiscal Year Ended
	December 30, 2017		December 31, 2016		December 30, 2017		December 31, 2016
REVENUE:
Royalties	$	11,778,400	$	11,854,100	$	45,643,500	$	43,994,900
Leasing income		4,748,200		4,444,600		18,470,200		17,283,600
Merchandise sales		513,700		334,500		2,572,200		2,216,900
Franchise fees		267,200		257,000		1,529,700		1,624,800
Other		497,200		475,700		1,530,300		1,460,100
Total revenue		17,804,700		17,365,900		69,745,900		66,580,300
COST OF MERCHANDISE SOLD		490,200		316,600		2,432,600		2,101,400
LEASING EXPENSE		545,100		313,400		3,269,100		2,323,800
PROVISION FOR CREDIT LOSSES		35,200		70,500		9,000		18,500
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		6,071,200		6,164,100		25,250,600		23,835,600
Income from operations		10,663,000		10,501,300		38,784,600		38,301,000
INTEREST EXPENSE		(807,100)		(556,000)		(2,366,400)		(2,342,800)
INTEREST AND OTHER INCOME (EXPENSE)		(17,000)		(4,900)		12,900		(12,200)
Income before income taxes		9,838,900		9,940,400		36,431,100		35,946,000
PROVISION FOR INCOME TAXES		(2,182,400)		(3,774,200)		(11,866,000)		(13,728,400)
NET INCOME	$	7,656,500	$	6,166,200	$	24,565,100	$	22,217,600
EARNINGS PER SHARE – BASIC	$	2.00	$	1.49	$	6.06	$	5.39
EARNINGS PER SHARE – DILUTED	$	1.86	$	1.41	$	5.66	$	5.13
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC		3,830,396		4,148,021		4,056,049		4,122,854
WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED		4,111,229		4,359,170		4,339,944		4,330,490