Form 8-K - Current report

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 19, 2025

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 February 19, 2025, Winmark Corporation (the “Company”) announced in a press release its results of operations and financial condition for the year ended December 28, 2024. 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 19, 2025, the Company announced in a press release its results of operations and financial condition for the year ended December 28, 2024. 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

Year End Results Press Release dated February 19, 2025

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: February 19, 2025	By:	/s/ Anthony D. Ishaug
	Anthony D. Ishaug
	Chief Financial Officer and Treasurer

Exhibit 99.1

Contact:Anthony D. Ishaug

763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

YEAR END RESULTS

Minneapolis, MN (February 19, 2025) - Winmark Corporation (Nasdaq: WINA) announced today net income for the year ended December 28, 2024 of $39,954,200 or $10.89 per share diluted compared to net income of $40,178,100 or $11.04 per share diluted in 2023. The fourth quarter 2024 net income was $9,583,100 or $2.60 per share diluted compared to net income of $9,716,800 or $2.64 per share diluted for the same period last year. Revenues for the year ended December 28, 2024 were $81,289,100, down from $83,243,500 in 2023. 2024 results were impacted by the Company’s decision in May 2021 to run-off its leasing portfolio.

Winmark - the Resale Company®, is a nationally recognized franchisor 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 December 28, 2024, there were 1,350 franchises in operation and over 2,800 available territories. An additional 79 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)


	December 28, 2024		December 30, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	12,189,800	$	13,361,500
Restricted cash		140,000		25,000
Receivables, net		1,336,400		1,475,300
Net investment in leases - current		—		75,100
Income tax receivable		96,400		31,400
Inventories		397,600		386,100
Prepaid expenses		1,205,400		1,392,100
Total current assets		15,365,600		16,746,500

Property and equipment, net		1,419,400		1,669,800
Operating lease right of use asset		2,108,700		2,425,900
Intangible assets, net		2,640,300		2,994,300
Goodwill		607,500		607,500
Other assets		491,200		471,300
Deferred income taxes		4,211,800		4,052,400
	$	26,844,500	$	28,967,700

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Notes payable, net	$	—	$	4,217,900
Accounts payable		1,562,000		1,719,400
Accrued liabilities		1,866,200		2,858,200
Deferred revenue		1,659,700		1,666,100
Total current liabilities		5,087,900		10,461,600
Long-Term Liabilities:
Line of credit/Term loan		30,000,000		30,000,000
Notes payable, net		29,942,800		34,848,800
Deferred revenue		8,027,600		7,657,500
Operating lease liabilities		3,092,800		3,715,800
Other liabilities		1,739,500		1,440,100
Total long-term liabilities		72,802,700		77,662,200
Shareholders’ Equity (Deficit):
Common stock, no par, 10,000,000 shares authorized, 3,539,744 and 3,496,977 shares issued and outstanding		14,790,500		7,768,800
Retained earnings (accumulated deficit)		(65,836,600)		(66,924,900)
Total shareholders’ equity (deficit)		(51,046,100)		(59,156,100)
	$	26,844,500	$	28,967,700

Winmark Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Quarter Ended				Fiscal Year Ended
	December 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
Revenue:
Royalties	$	17,642,800	$	17,167,200	$	72,198,500	$	70,230,700
Leasing income		134,500		817,600		1,811,800		4,766,200
Merchandise sales		862,900		1,159,200		3,601,300		4,761,100
Franchise fees		362,800		378,600		1,545,600		1,512,000
Other		545,100		517,300		2,131,900		1,973,500
Total revenue		19,548,100		20,039,900		81,289,100		83,243,500
Cost of merchandise sold		816,700		1,091,100		3,379,200		4,461,500
Leasing expense		—		16,600		36,600		398,300
Provision for credit losses		—		(1,000)		(1,500)		(5,600)
Selling, general and administrative expenses		5,965,200		6,414,400		24,944,200		25,108,700
Income from operations		12,766,200		12,518,800		52,930,600		53,280,600
Interest expense		(693,600)		(751,100)		(2,856,900)		(3,091,000)
Interest and other income		295,100		368,300		1,150,300		1,171,700
Income before income taxes		12,367,700		12,136,000		51,224,000		51,361,300
Provision for income taxes		(2,784,600)		(2,419,200)		(11,269,800)		(11,183,200)
Net income	$	9,583,100	$	9,716,800	$	39,954,200	$	40,178,100
Earnings per share - basic	$	2.71	$	2.78	$	11.36	$	11.55
Earnings per share - diluted	$	2.60	$	2.64	$	10.89	$	11.04
Weighted average shares outstanding - basic		3,533,107		3,494,544		3,516,122		3,479,936
Weighted average shares outstanding - diluted		3,679,992		3,679,444		3,667,479		3,640,524

Winmark Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	Year Ended
	December 28, 2024		December 30, 2023
OPERATING ACTIVITIES:
Net income	$	39,954,200	$	40,178,100
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		445,300		418,700
Amortization of intangible assets		354,000		354,000
Provision for credit losses		(1,500)		(5,600)
Compensation expense related to stock options		1,988,000		1,952,400
Deferred income taxes		(159,400)		(512,000)
Operating lease right of use asset amortization		317,100		290,100
Tax benefits on exercised stock options		1,307,700		1,138,500
Change in operating assets and liabilities:
Receivables		138,900		(36,700)
Principal collections on lease receivables		104,700		556,000
Income tax receivable/payable		(1,372,800)		(611,200)
Inventories		(11,500)		384,500
Prepaid expenses		186,700		(81,700)
Other assets		(19,900)		(41,600)
Accounts payable		(157,400)		(402,600)
Accrued and other liabilities		(1,251,900)		(16,900)
Rents received in advance and security deposits		(28,000)		(275,200)
Deferred revenue		363,700		705,500
Net cash provided by operating activities		42,157,900		43,994,300
INVESTING ACTIVITIES:
Purchase of property and equipment		(194,900)		(383,900)
Net cash used for investing activities		(194,900)		(383,900)
FINANCING ACTIVITIES:
Payments on notes payable		(9,187,500)		(4,250,000)
Proceeds from exercises of stock options		5,033,700		4,009,700
Dividends paid		(38,865,900)		(43,664,200)
Net cash used for financing activities		(43,019,700)		(43,904,500)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(1,056,700)		(294,100)
Cash, cash equivalents and restricted cash, beginning of period		13,386,500		13,680,600
Cash, cash equivalents and restricted cash, end of period	$	12,329,800	$	13,386,500
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	2,851,000	$	3,049,400
Cash paid for income taxes	$	11,168,700	$	10,874,300

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:
	Year Ended
	December 28, 2024		December 30, 2023
Cash and cash equivalents	$	12,189,800	$	13,361,500
Restricted cash		140,000		25,000
Total cash, cash equivalents and restricted cash	$	12,329,800	$	13,386,500

Document and Entity Information	Feb. 19, 2025
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Feb. 19, 2025
Entity File Number	000-22012
Entity Registrant Name	Winmark Corporation
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-1622691
Entity Address, Address Line One	605 Highway 169 North
Entity Address, Adress Line Two	Suite 400
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55441
City Area Code	763
Local Phone Number	520-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	WINA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000908315
Amendment Flag	false

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