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):  April 17, 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 April 17, 2019,  Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the first quarter ended March 30, 2019.  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 April 17, 2019, the Company announced in a press release its results of operations and financial condition for the first quarter ended March 30, 2019.  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 April 17, 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: April 17, 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

FIRST QUARTER RESULTS

Minneapolis, MN (April 17, 2019)    Winmark Corporation (Nasdaq: WINA) announced today net income for the quarter ended March 30, 2019 of $7,272,200 (or $1.73 per share diluted) compared to net income of $6,960,400 (or $1.69 per share diluted) in 2018.

Brett D. Heffes, Chief Executive Officer, commented, “Our first quarter results were positively impacted by the performance of our franchisees, offset by lower activity in our leasing business.”

Winmark Corporation creates, supports and finances business. At March 30, 2019, 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 46 retail franchises have been awarded but are not open.  In addition, at March 30, 2019, the Company had a lease portfolio of  $35.1 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)

	March 30, 2019		December 29, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	1,066,800	$	2,496,000
Restricted cash		65,000		80,000
Receivables, net		1,455,500		1,553,100
Net investment in leases - current		17,321,500		18,547,500
Income tax receivable		—		565,500
Inventories		113,800		107,600
Prepaid expenses		954,100		901,600
Total current assets		20,976,700		24,251,300
Net investment in leases – long-term		17,786,000		20,455,500
Property and equipment, net		908,800		866,200
Operating lease right of use asset		6,056,100		—
Goodwill		607,500		607,500
Other assets		496,700		482,600
	$	46,831,800	$	46,663,100
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Notes payable, net	$	3,236,100	$	3,236,100
Accounts payable		1,717,800		1,351,800
Income tax payable		1,664,700		—
Accrued liabilities		2,669,100		3,128,600
Discounted lease rentals		3,070,700		3,021,900
Deferred revenue		1,750,700		1,744,900
Total current liabilities		14,109,100		12,483,300
Long-Term Liabilities:
Line of credit		11,500,000		—
Notes payable, net		24,795,900		25,604,900
Discounted lease rentals		1,937,300		2,723,500
Deferred revenue		8,247,900		8,432,400
Operating lease liabilities		5,823,000		—
Other liabilities		764,800		1,079,200
Deferred income taxes		1,148,900		1,148,300
Total long-term liabilities		54,217,800		38,988,300
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,759,186 and 3,907,686 shares issued and outstanding		—		4,425,600
Retained earnings (accumulated deficit)		(21,495,100)		(9,234,100)
Total shareholders’ equity (deficit)		(21,495,100)		(4,808,500)
	$	46,831,800	$	46,663,100

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 30, 2019		March 31, 2018
REVENUE:
Royalties	$	11,761,400	$	11,049,000
Leasing income		5,155,300		5,528,800
Merchandise sales		611,000		776,900
Franchise fees		391,800		400,900
Other		411,700		405,400
Total revenue		18,331,200		18,161,000
COST OF MERCHANDISE SOLD		571,500		742,500
LEASING EXPENSE		698,700		554,900
PROVISION FOR CREDIT LOSSES		10,100		95,000
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		6,984,400		6,694,400
Income from operations		10,066,500		10,074,200
INTEREST EXPENSE		(442,200)		(743,800)
INTEREST AND OTHER EXPENSE		(300)		(1,000)
Income before income taxes		9,624,000		9,329,400
PROVISION FOR INCOME TAXES		(2,351,800)		(2,369,000)
NET INCOME	$	7,272,200	$	6,960,400
EARNINGS PER SHARE – BASIC	$	1.86	$	1.81
EARNINGS PER SHARE – DILUTED	$	1.73	$	1.69
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC		3,906,895		3,847,312
WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED		4,198,454		4,124,573