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 13, 2016

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

On April 13, 2016, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the first quarter ended March 26, 2016.  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 13, 2016, the Company announced in a press release its results of operations and financial condition for the first quarter ended March 26, 2016.  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

99.1 Press Release dated April 13, 2016

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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

	WINMARK CORPORATION
Date: April 13, 2016	By:	/s/ Anthony D. Ishaug
		Anthony D. Ishaug
		Chief Financial Officer and Treasurer

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EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit Number	Exhibit Description
99.1	Press Release dated April 13, 2016

4

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 13, 2016)  -  Winmark Corporation (Nasdaq: WINA) announced today net income for the quarter ended March 26, 2016 of $4,562,900 (or $1.06 per share diluted) compared to net income of $6,054,300 (or $1.17 per share diluted) in the first quarter of 2015.

Brett D. Heffes, Chief Executive Officer, noted, “During the first quarter, our franchising business experienced modest royalty growth and the timing of customer activity in our leasing portfolio created variability in our results.”

Winmark Corporation creates, supports and finances business.  At March 26, 2016, there were 1,154 franchises in operation under the brands Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Music Go Round® and Style Encore®.  An additional 84 retail franchises have been awarded but are not open.  In addition, at March 26, 2016, the Company had a lease portfolio equal to $38.3 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)

	March 26, 2016			December 26, 2015
ASSETS
Current Assets:
Cash and cash equivalents	$	1,213,000		$	1,006,700
Marketable securities	220,100			227,800
Receivables, net	1,345,800			1,416,900
Restricted cash	15,000			25,000
Net investment in leases - current	18,122,400			17,741,500
Income tax receivable	—			3,290,400
Inventories	80,300			45,200
Prepaid expenses	946,300			677,800
Total current assets	21,942,900			24,431,300
Net investment in leases — long-term	20,172,900			21,246,000
Property and equipment, net	1,032,200			1,121,500
Goodwill	607,500			607,500
	$	43,755,500		$	47,406,300
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Notes payable, net	$	1,990,000		$	1,990,000
Accounts payable	2,070,000			1,643,300
Income tax payable	1,610,200			—
Accrued liabilities	2,258,900			1,875,700
Discounted lease rentals	—			38,700
Deferred revenue	2,017,100			1,963,200
Total current liabilities	9,946,200			7,510,900
Long-Term Liabilities:
Line of credit	33,500,000			42,400,000
Notes payable, net	21,419,000			21,916,500
Deferred revenue	1,375,300			1,421,600
Other liabilities	1,158,200			1,216,300
Deferred income taxes	3,614,800			3,614,800
Total long-term liabilities	61,067,300			70,569,200
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 4,110,805 and 4,124,767 shares issued and outstanding	—			406,500
Accumulated other comprehensive loss	(23,200		)	(32,900		)
Retained earnings (accumulated deficit)	(27,234,800		)	(31,047,400		)
Total shareholders’ equity (deficit)	(27,258,000		)	(30,673,800		)
	$	43,755,500		$	47,406,300

WINMARK CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended
	March 26, 2016			March 28, 2015
REVENUE:
Royalties	$	10,272,500		$	9,726,200
Leasing income	4,512,700			10,009,600
Merchandise sales	737,100			733,700
Franchise fees	372,500			294,400
Other	285,500			260,200
Total revenue	16,180,300			21,024,100
COST OF MERCHANDISE SOLD	697,400			698,200
LEASING EXPENSE	904,100			4,257,400
PROVISION FOR CREDIT LOSSES	(14,400		)	(69,100		)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	6,554,600			6,163,500
Income from operations	8,038,600			9,974,100
INTEREST EXPENSE	(640,700		)	(85,700		)
INTEREST AND OTHER INCOME (EXPENSE)	(10,500		)	(59,100		)
Income before income taxes	7,387,400			9,829,300
PROVISION FOR INCOME TAXES	(2,824,500		)	(3,775,000		)
NET INCOME	$	4,562,900		$	6,054,300
EARNINGS PER SHARE - BASIC	$	1.11		$	1.21
EARNINGS PER SHARE - DILUTED	$	1.06		$	1.17
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC	4,114,071			4,999,475
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED	4,313,920			5,167,466