WINMARK CORP : Results of Operations and Financial Condition, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-14 12:59:03 ET WINA

Item 2.02Results of Operations and Financial Condition

On October 13, 2021, Winmark Corporation (the "Company") announced in a press release its results of operations and financial condition for the third quarter ended September 25, 2021. 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 October 13, 2021, the Company announced in a press release its results of operations and financial condition for the third quarter ended September 25, 2021. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

On October 13, 2021, the Company announced in a press release that its Board of Directors has approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $0.45 per share will be paid on December 1, 2021 to shareholders of record on the close of business on November 10, 2021. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $7.50 per share will be paid on December 1, 2021 to shareholders of record on the close of business on November 10, 2021. The total amount of the special dividend payment will be approximately $27.2 million based on the current number of shares outstanding. Future regular or special dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report on Form 8-K.

On October 14, 2021, the Company repurchased 74,900 shares of its common stock in a block trade from an institutional shareholder at $208.00 per share under its existing share repurchase authorization. The aggregate purchase price of approximately $15.6 million will be paid with cash on hand.

On October 13, 2021, the Company announced in a press release that its Board of Directors has approved the payment of a quarterly cash dividend to its shareholders. The quarterly dividend of $0.45 per share will be paid on December 1, 2021 to shareholders of record on the close of business on November 10, 2021. Additionally, the Board of Directors has approved the payment of a special dividend to shareholders. The special dividend of $7.50 per share will be paid on December 1, 2021 to shareholders of record on the close of business on November 10, 2021. The total amount of the special dividend payment will be approximately $27.2 million based on the current number of shares outstanding. Future special or regular dividends will be subject to Board approval. A copy of the press release is attached as Exhibit 99.2 of this Current Report on Form 8-K.

Certain statements in this Current Report on Form 8-K are forward looking statements made under the safe harbor provision of the Private Securities Litigation Reform Act. Such statements are based on management's current expectations as of the date of this Report, but involve risks, uncertainties and other factors that may cause actual results to differ materially from those contemplated by such forward looking statements. Investors are cautioned to consider these forward looking statements in light of important factors which may result in material variations

between results contemplated by such forward looking statements and actual results and conditions. More detailed information about these factors is contained under the headings "Forward Looking Statements" and "Risk Factors" in the Company's periodic reports filed with the SEC, including the Company's most recent Annual Report on Form 10-K for the fiscal year ended December 26, 2020 and Quarterly Report on Form 10-Q for the second quarter ended June 26, 2021. We caution investors to not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Item 9.01Financial Statements and Exhibits