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 28, 2019

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 28, 2019,  Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the year ended December 29, 2018.  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 28, 2019, the Company announced in a press release its results of operations and financial condition for the year ended December 29, 2018.  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 28, 2019

EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit NumberExhibit Description

99.1 Press Release dated February 28, 2019

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 28, 2019	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 28, 2019)    Winmark Corporation (Nasdaq: WINA) announced today net income for the year ended December 29, 2018 of $30,125,500 or $7.26 per share diluted compared to net income of $24,580,500 or $5.66 per share diluted in 2017. The fourth quarter 2018 net income was $7,657,800 or $1.83 per share diluted, compared to net income of $7,638,400 or $1.86 per share diluted, for the same period last year. Revenues for the year ended December 29, 2018 were $72,511,100, up from $69,757,300 in 2017.    

Winmark Corporation creates, supports and finances business.  At December 29, 2018, there were 1,241 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 47 retail franchises have been awarded but are not open.  In addition, at December 29, 2018, the Company had a lease portfolio of  $39.0 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 29, 2018		December 30, 2017 (1)
ASSETS
Current Assets:
Cash and cash equivalents	$	2,496,000	$	1,073,200
Restricted cash		80,000		90,000
Receivables, net		1,553,100		1,796,000
Net investment in leases - current		18,547,500		15,332,300
Income tax receivable		565,500		2,161,800
Inventories		107,600		97,100
Prepaid expenses		901,600		901,600
Total current assets		24,251,300		21,452,000
Net investment in leases – long-term		20,455,500		25,945,300
Property and equipment, net		866,200		486,800
Goodwill		607,500		607,500
Other assets		482,600		350,400
	$	46,663,100	$	48,842,000
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Notes payable, net	$	3,236,100	$	3,236,100
Accounts payable		1,351,800		2,073,000
Accrued liabilities		3,128,600		1,837,300
Discounted lease rentals		3,021,900		570,800
Deferred revenue		1,744,900		1,714,900
Total current liabilities		12,483,300		9,432,100
Long-Term Liabilities:
Line of credit		—		35,400,000
Notes payable, net		25,604,900		28,841,000
Discounted lease rentals		2,723,500		1,121,600
Deferred revenue		8,432,400		8,595,300
Other liabilities		1,079,200		845,000
Deferred income taxes		1,148,300		320,500
Total long-term liabilities		38,988,300		75,123,400
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,907,686 and 3,843,078 shares issued and outstanding		4,425,600		1,476,200
Retained earnings (accumulated deficit)		(9,234,100)		(37,189,700)
Total shareholders’ equity (deficit)		(4,808,500)		(35,713,500)
	$	46,663,100	$	48,842,000

⁽¹⁾ Adjusted for the adoption of ASU 2014-09 under the retrospective method.

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Quarter Ended				Fiscal Year Ended
	Dec. 29, 2018		Dec. 30, 2017(1)		Dec. 29, 2018		Dec. 30, 2017(1)
REVENUE:
Royalties	$	12,488,600	$	11,778,400	$	48,224,500	$	45,643,500
Leasing income		3,182,000		4,748,200		18,176,500		18,470,200
Merchandise sales		562,900		513,700		2,903,100		2,572,200
Franchise fees		418,000		360,800		1,580,300		1,541,100
Other		420,300		384,700		1,626,700		1,530,300
Total revenue		17,071,800		17,785,800		72,511,100		69,757,300
COST OF MERCHANDISE SOLD		506,100		490,200		2,741,100		2,432,600
LEASING EXPENSE		160,100		545,100		1,929,300		3,269,100
PROVISION FOR CREDIT LOSSES		(109,800)		35,200		38,600		9,000
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		6,335,800		6,076,300		26,038,300		25,241,600
Income from operations		10,179,600		10,639,000		41,763,800		38,805,000
INTEREST EXPENSE		(468,900)		(807,100)		(2,447,500)		(2,366,400)
INTEREST AND OTHER INCOME (EXPENSE)		(19,900)		(17,000)		(33,200)		12,900
Income before income taxes		9,690,800		9,814,900		39,283,100		36,451,500
PROVISION FOR INCOME TAXES		(2,033,000)		(2,176,500)		(9,157,600)		(11,871,000)
NET INCOME	$	7,657,800	$	7,638,400	$	30,125,500	$	24,580,500
EARNINGS PER SHARE – BASIC	$	1.96	$	1.99	$	7.77	$	6.06
EARNINGS PER SHARE – DILUTED	$	1.83	$	1.86	$	7.26	$	5.66
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC		3,906,657		3,830,396		3,874,757		4,056,049
WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED		4,176,527		4,111,229		4,149,779		4,339,944

(1)Adjusted for the adoption of ASU 2014-09 under the retrospective method.