Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-22012
WINMARK CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
41-1622691
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
605 Highway 169 North, Suite 400, Minneapolis, MN 55441
(Address of principal executive offices) (Zip Code)
(763) 520-8500
(Registrant’s telephone number, including area code)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Non-accelerated filer ☐
Accelerated filer ☐
Smaller reporting company ☐
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. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Common stock, no par value, 3,577,671 shares outstanding as of April 13, 2026.
WINMARK CORPORATION AND SUBSIDIARIES
INDEX
PAGE
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
CONSOLIDATED CONDENSED BALANCE SHEETS:
March 28, 2026 and December 27, 2025
3
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS:
Three Months Ended March 28, 2026 and March 29, 2025
4
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT):
5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS:
6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
7 - 11
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11 - 14
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14 - 15
Item 4.
Controls and Procedures
15
PART II.
OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
15 - 16
Unregistered Sales of Equity Securities and Use of Proceeds
16
Defaults Upon Senior Securities
17
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
SIGNATURES
18
2
PART I. FINANCIAL INFORMATION
ITEM 1: Financial Statements
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
March 28, 2026
December 27, 2025
ASSETS
Current Assets:
Cash and cash equivalents
$
19,828,300
10,295,700
Restricted cash
100,000
165,000
Receivables, less allowance for credit losses of $500 and $500
2,002,500
1,483,500
Income tax receivable
—
463,600
Inventories
421,400
362,500
Prepaid expenses
2,698,800
1,325,700
Total current assets
25,051,000
14,096,000
Property and equipment, net
1,138,400
1,219,000
Operating lease right of use asset
1,670,700
1,761,500
Intangible assets, net
2,197,800
2,286,300
Goodwill
607,500
Other assets
525,400
506,400
Deferred income taxes
4,407,400
35,598,200
24,884,100
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable
1,057,500
1,673,900
Income tax payable
1,919,100
Accrued liabilities
4,496,800
2,324,800
Deferred revenue
1,654,700
1,667,300
Total current liabilities
9,128,100
5,666,000
Long-term Liabilities:
Line of credit/Term loan
30,000,000
Notes payable, net of unamortized debt issuance costs of $34,400 and $39,000
29,965,600
29,961,000
8,307,000
8,350,100
Operating lease liabilities
2,235,800
2,414,200
Other liabilities
2,170,400
2,175,200
Total long-term liabilities
72,678,800
72,900,500
Shareholders’ Equity (Deficit):
Common stock, no par value, 10,000,000 shares authorized, 3,577,671 and 3,571,861 shares issued and outstanding
21,260,800
19,612,800
Retained earnings (accumulated deficit)
(67,469,500)
(73,295,200)
Total shareholders' equity (deficit)
(46,208,700)
(53,682,400)
The accompanying notes are an integral part of these financial statements
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended
March 29, 2025
Revenue:
Royalties
19,262,800
17,774,700
Leasing income
2,307,800
Merchandise sales
653,900
941,300
Franchise fees
342,900
332,100
Other
590,100
563,800
Total revenue
20,849,700
21,919,700
Cost of merchandise sold
618,500
888,300
Selling, general and administrative expenses
7,869,600
7,434,800
Income from operations
12,361,600
13,596,600
Interest expense
(613,900)
Interest and other income
118,700
149,900
Income before income taxes
11,866,400
13,132,600
Provision for income taxes
(2,611,700)
(3,176,200)
Net income
9,254,700
9,956,400
Earnings per share - basic
2.59
2.81
Earnings per share - diluted
2.50
2.71
Weighted average shares outstanding - basic
3,573,767
3,538,647
Weighted average shares outstanding - diluted
3,708,538
3,672,943
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
Retained
Earnings
Common Stock
(Accumulated
Shares
Amount
Deficit)
Total
BALANCE, December 27, 2025
3,571,861
Stock options exercised
5,810
1,033,900
Compensation expense relating to stock options
614,100
Cash dividends ($0.96 per share)
(3,429,000)
Comprehensive income (Net income)
BALANCE, March 28, 2026
3,577,671
BALANCE, December 28, 2024
3,539,744
14,790,500
(65,836,600)
(51,046,100)
Repurchase of common stock
(7,383)
(2,249,900)
210
47,700
536,600
Cash dividends ($0.90 per share)
(3,186,000)
BALANCE, March 29, 2025
3,532,571
13,124,900
(59,066,200)
(45,941,300)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
OPERATING ACTIVITIES:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment
95,200
97,200
Amortization of intangible assets
88,500
Compensation expense related to stock options
Operating lease right of use asset amortization
90,800
82,200
Tax benefits on exercised stock options
302,800
Change in operating assets and liabilities:
Receivables
(519,000)
(1,250,000)
Income tax receivable/payable
2,079,900
2,980,000
(58,900)
59,400
(1,373,100)
323,700
(19,000)
(25,200)
(616,400)
(18,000)
Accrued and other liabilities
1,993,500
2,018,300
(55,800)
229,300
Net cash provided by operating activities
11,877,300
15,078,400
INVESTING ACTIVITIES:
Purchase of property and equipment
(14,600)
(51,200)
Net cash used for investing activities
FINANCING ACTIVITIES:
Repurchases of common stock
Proceeds from exercises of stock options
Dividends paid
Net cash used for financing activities
(2,395,100)
(5,388,200)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
9,467,600
9,639,000
Cash, cash equivalents and restricted cash, beginning of period
10,460,700
12,329,800
Cash, cash equivalents and restricted cash, end of period
19,928,300
21,968,800
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest
604,000
Cash paid for income taxes
207,600
196,200
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Condensed Balance Sheets to the total of the same amounts shown above:
21,828,800
140,000
Total cash, cash equivalents and restricted cash
1. Management’s Interim Financial Statement Representation:
The accompanying consolidated condensed financial statements have been prepared by Winmark Corporation and subsidiaries (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Company has a 52/53 week year which ends on the last Saturday in December. The information in the consolidated condensed financial statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of such financial statements. The consolidated condensed financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q, and therefore do not contain certain information included in the Company’s annual consolidated financial statements and notes. This report should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K.
Revenues and operating results for the three months ended March 28, 2026 are not necessarily indicative of the results to be expected for the full year.
Reclassifications
Certain reclassifications of previously reported amounts have been made to conform to the current year presentation. Such reclassifications did not impact net income or shareholders’ equity (deficit) as previously reported.
Recently Issued Accounting Pronouncements
Disaggregation – Income Statement Expenses – In November 2024, the Financial Accounting Standards Board (“FASB”) issued guidance requiring additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as disclosures about selling expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact this new guidance will have on its financial statements and disclosures.
2. Organization and Business:
The Company offers licenses to operate franchises using the service marks Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Style Encore® and Music Go Round®. Historically, the Company also operated a middle market equipment leasing business under the Winmark Capital® mark.
3. Contract Liabilities:
The Company’s contract liabilities for its franchise revenues consist of deferred revenue associated with franchise fees and software license fees. The table below presents the activity of the current and noncurrent deferred franchise revenue during the first three months of 2026 and 2025, respectively:
Balance at beginning of period
10,017,400
9,687,300
Franchise and software license fees collected from franchisees, excluding amount earned as revenue during the period
395,400
617,100
Fees earned that were included in the balance at the beginning of the period
(451,100)
(387,800)
Balance at end of period
9,961,700
9,916,600
7
The following table illustrates future estimated revenue to be recognized for the remainder of 2026 and full fiscal years thereafter related to performance obligations that are unsatisfied (or partially unsatisfied) as of March 28, 2026.
Contract Liabilities expected to be recognized in
2026
1,305,900
2027
1,527,900
2028
1,358,500
2029
1,210,100
2030
1,096,500
Thereafter
3,462,800
4. Fair Value Measurements:
The Company defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses three levels of inputs to measure fair value:
Due to their nature, the carrying value of cash equivalents, receivables, payables and debt obligations approximates fair value.
5. Leasing Operations:
In May 2021, the Company made the decision to no longer solicit new leasing customers and pursue an orderly run-off for its leasing portfolio. As of December 27, 2025, the run-off of the portfolio was completed and the Company no longer has any leasing customers or leased assets.
Leasing income as presented on the Consolidated Condensed Statements of Operations consists of the following:
Operating lease income
46,600
Income on sales of equipment under lease
200,000
2,061,200
6. Intangible Assets
Intangible assets consist of reacquired franchise rights. The Company amortizes the fair value of the reacquired franchise rights over the contract term of the franchise. The Company recognized $88,500 and $88,500 of amortization expense for the three months ended March 28, 2026 and March 29, 2025, respectively.
The following table illustrates future amortization to be expensed for the remainder of 2026 and full fiscal years thereafter related to reacquired franchise rights as of March 28, 2026.
Amortization expected to be expensed in
265,500
354,000
516,300
8
7. Earnings Per Share:
The following table sets forth the presentation of shares outstanding used in the calculation of basic and diluted earnings per share (“EPS”):
Denominator for basic EPS — weighted average common shares
Dilutive shares associated with option plans
134,771
134,296
Denominator for diluted EPS — weighted average common shares and dilutive potential common shares
Options excluded from EPS calculation — anti-dilutive
7,327
8,382
8. Shareholders’ Equity (Deficit):
Dividends
On January 28, 2026, the Company’s Board of Directors approved the payment of a $0.96 per share quarterly cash dividend to shareholders of record at the close of business on February 11, 2026, which was paid on March 2, 2026.
Repurchase of Common Stock
During the first three months of 2026, the Company did not repurchase shares of its common stock. Under the Board of Directors’ authorization, as of March 28, 2026, the Company has the ability to repurchase an additional 70,656 shares of its common stock. Repurchases may be made from time to time at prevailing prices, subject to certain restrictions on volume, pricing and timing.
Stock Option Plans and Stock-Based Compensation
Stock option activity under the Company’s option plans as of March 28, 2026 was as follows:
Weighted Average
Remaining
Number of
Contractual Life
Exercise Price
(years)
Intrinsic Value
Outstanding, December 27, 2025
315,002
238.30
Exercised
(5,810)
177.95
Outstanding, March 28, 2026
309,192
239.45
5.46
55,732,700
Exercisable, March 28, 2026
231,283
198.22
4.48
50,749,500
No options were granted during the first three months ended March 28, 2026 or the three months ended March 29, 2025. All unexercised options at March 28, 2026 have an exercise price equal to the fair market value on the date of the grant.
Compensation expense of $614,100 and $536,600 relating to the vested portion of the fair value of stock options granted was expensed to “Selling, General and Administrative Expenses” in the first three months of 2026 and 2025, respectively. As of March 28, 2026, the Company had $5.6 million of total unrecognized compensation expense related to stock options that is expected to be recognized over the remaining weighted average vesting period of approximately 3.0 years.
9. Debt:
Line of Credit/Term Loan
As of March 28, 2026, there were no revolving loans outstanding under the Company’s credit facility with CIBC Bank USA (the “Line of Credit”), leaving $20.0 million available for additional borrowings. As of March 28, 2026, the Company had delayed draw term loan borrowings totaling $30.0 million under the Line of Credit bearing interest ranging from 4.60% to 4.75%.
The Line of Credit has been and will continue to be used for general corporate purposes. The Line of Credit is secured by a lien against substantially all of the Company’s assets, (as the Line of Credit ranks pari passu with the Prudential facilities described below) contains customary financial conditions and covenants, and requires maintenance of
9
minimum levels of debt service coverage and maximum levels of leverage (all as defined within the Line of Credit). As of March 28, 2026, the Company was in compliance with all of its financial covenants.
Notes Payable
As of March 28, 2026, the Company had aggregate principal outstanding of $30.0 million under its Note Agreement (“the Note Agreement”) with PGIM, Inc. (formerly Prudential Investment Management, Inc.) its affiliates and managed accounts (collectively, “Prudential”) consisting of $30.0 million in principal outstanding from the $30.0 million Series C notes issued in September 2021.
The final maturity of the Series C notes is 7 years from the issuance date. For the Series C notes, interest at a rate of 3.18% per annum on the outstanding principal balance is payable quarterly until the principal is paid in full. The Series C notes may be prepaid, at the option of the Company, in whole or in part (in a minimum amount of $1.0 million), but prepayments require payment of a Yield Maintenance Amount, as defined in the Note Agreement.
The Company’s obligations under the Note Agreement are secured by a lien against substantially all of the Company’s assets (as the notes rank pari passu with the Line of Credit), and the Note Agreement contains customary financial conditions and covenants, and requires maintenance of minimum levels of debt service coverage and maximum levels of leverage (all as defined within the Note Agreement). As of March 28, 2026, the Company was in compliance with all of its financial covenants.
In connection with the Note Agreement, the Company incurred debt issuance costs, of which unamortized amounts are presented as a direct deduction from the carrying amount of the related liability.
10. Operating Leases:
As of March 28, 2026, the Company leases its Minnesota corporate headquarters in a facility with an operating lease that expires in December 2029. The remaining lease term for this lease is 3.75 years and the discount rate is 5.5%. The Company recognized $288,900 and $275,600 of operating lease costs for the periods ended March 28, 2026 and March 29, 2025, respectively.
Maturities of operating lease liabilities is as follows for the remainder of fiscal 2026 and full fiscal years thereafter as of March 28, 2026:
Operating Lease Liabilities expected to be recognized in
623,000
851,100
874,600
898,700
Total lease payments
3,247,400
Less imputed interest
(317,900)
Present value of lease liabilities
2,929,500
Of the $2.9 million operating lease liability outstanding at March 28, 2026, $0.7 million is included in Accrued liabilities in the Current liabilities section of the Consolidated Condensed Balance Sheets.
Supplemental cash flow information related to our operating leases is as follows for the period ended March 28, 2026:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow outflow from operating leases
205,200
199,600
11. Segment Reporting:
The Company currently has one reportable business segment, franchising, and one non-reportable operating segment. The franchising segment franchises value-oriented retail store concepts that buy, sell and trade merchandise. The non-reportable operating segment includes the Company’s equipment leasing business. Segment reporting is intended to give financial statement users a better view of how the Company manages and evaluates its businesses. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company’s CODM primarily reviews revenue and income from operations for purposes of allocating resources and evaluating financial performance. Expenses are
10
reviewed on a consolidated basis. The Company’s internal management reporting is the basis for the information disclosed for its operating segments. The following tables summarize financial information by segment and provide a reconciliation of segment contribution to income from operations:
Franchising
19,611,900
Franchising segment operating expenses:
Merchandise COGS
7,351,300
Total franchising segment expenses
8,488,100
8,239,600
Reconciliation to operating income:
Franchising segment income from operations
11,372,300
Other operating segment income from operations
2,224,300
Total income from operations
Depreciation and amortization:
183,700
185,700
Total depreciation and amortization
ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Winmark - the Resale Company is focused on sustainability and small business formation. As of March 28, 2026, we had 1,383 franchises operating under the Plato’s Closet, Once Upon A Child, Play It Again Sports, Style Encore and Music Go Round brands. Our business is not capital intensive and is designed to generate consistent, recurring revenue and strong operating margins.
The financial criteria that management closely tracks to evaluate current business operations and future prospects include royalties and selling, general and administrative expenses.
Our most significant source of revenue is royalties received from our franchisees. During the first three months of 2026, our royalties increased $1.5 million or 8.4% compared to the first three months of 2025.
Management continually monitors the level and timing of selling, general and administrative expenses. The major components of selling, general and administrative expenses include compensation and benefits, marketing and advertising, professional services, and occupancy. During the first three months of 2026, selling, general and administrative expenses increased $0.4 million, or 5.8% compared to the first three months of 2025.
11
Management also monitors several nonfinancial factors in evaluating the current business operations and future prospects including franchise openings and closings and franchise renewals. The following is a summary of our net store growth and renewal activity for the first three months ended March 28, 2026:
AVAILABLE
TOTAL
FOR
COMPLETED
12/27/2025
OPENED
CLOSED
3/28/2026
RENEWAL
RENEWALS
% RENEWED
Plato’s Closet
526
(1)
528
100
%
Once Upon A Child
441
(3)
444
Play It Again Sports
309
1
Style Encore
67
66
Music Go Round
35
36
Total Franchised Stores
1,378
(6)
1,383
23
Renewal activity is a key focus area for management. Our franchisees sign 10-year agreements with us. The renewal of existing franchise agreements as they approach their expiration is an indicator that management monitors to determine the health of our business and the preservation of future royalties. During the first three months of 2026, we renewed 23 of the 23 franchise agreements available for renewal.
Our ability to grow our operating income is dependent on our ability to: (i) effectively support our franchise partners so that they produce higher revenues, (ii) open new franchises, and (iii) control our selling, general and administrative expenses.
Results of Operations
The following table sets forth selected information from our Consolidated Condensed Statements of Operations expressed as a percentage of total revenue:
92.4
81.1
10.5
3.1
4.3
1.7
1.5
2.8
2.6
100.0
(3.0)
(4.1)
(37.7)
(33.9)
59.3
62.0
(2.8)
0.6
0.7
56.9
59.9
(12.5)
(14.5)
44.4
45.4
Comparison of Three Months Ended March 28, 2026 to Three Months Ended March 29, 2025
Revenue
Revenues for the quarter ended March 28, 2026 totaled $20.8 million compared to $21.9 million for the comparable period in 2025.
Royalties and Franchise Fees
Royalties increased to $19.3 million for the first three months of 2026 from $17.8 million for the first three months of 2025, an 8.4% increase. The increase is primarily from higher franchise retail sales and, to a lesser extent, having additional franchise stores in the first three months of 2026 compared to the same period in 2025.
12
Franchise fees of $0.3 million for the first three months of 2026 were comparable to $0.3 million for the first three months of 2025.
Leasing Income
Leasing income decreased to $0.0 million for the first quarter of 2026 compared to $2.3 million for the same period in 2025. Leasing income in the first quarter of 2025 reflected the settlement of customer litigation. As of December 27, 2025, the previously announced run-off of the leasing portfolio was completed and we no longer have any leasing customers or leased assets.
Merchandise Sales
Merchandise sales include the sale of product to franchisees either through our Computer Support Center or through the Play It Again Sports buying group (together, “Direct Franchisee Sales”). Direct Franchisee Sales decreased to $0.7 million for the first quarter of 2026 compared to $0.9 million in the same period of 2025. The decrease is due to a decrease in technology and buying group purchases by our franchisees.
Cost of Merchandise Sold
Cost of merchandise sold includes in-bound freight and the cost of merchandise associated with Direct Franchisee Sales. Cost of merchandise sold decreased to $0.6 million for the first quarter of 2026 compared to $0.9 million in the same period of 2025. The decrease was due to the decrease in Direct Franchisee Sales discussed above. Cost of merchandise sold as a percentage of Direct Franchisee Sales for the first quarter of 2026 and 2025 was 94.6% and 94.4%, respectively.
Selling, General and Administrative
Selling, general and administrative expenses increased 5.8% to $7.9 million in the first quarter of 2026 from $7.4 million in the same period of 2025. The increase was primarily due to an increase in compensation related expenses.
Income Taxes
The provision for income taxes was calculated at an effective rate of 22.0% and 24.2% for the first quarter of 2026 and 2025, respectively. The decrease is due to tax benefits on the exercise of non-qualified stock options during the first quarter of 2026.
Segment Comparison of Three Months Ended March 28, 2026 to Three Months Ended March 29, 2025
Franchising Segment Operating Income
The franchising segment’s operating income for the first quarter of 2026 of $12.4 million was up from $11.4 million for the first quarter of 2025. The increase in segment contribution was due to an increase in royalty revenue, partially offset by an increase in selling, general and administrative expenses.
Other Operating Segment Income
The other operating segment income for the first quarter of 2026 was $0.0 million compared to $2.3 million in the first quarter of 2025. The segment contribution in the first quarter of 2025 reflected the settlement of customer litigation.
Liquidity and Capital Resources
Our primary sources of liquidity have historically been cash flow from operations and borrowings. The components of the consolidated condensed statements of operations that reduce our net income but do not affect our liquidity include non-cash items for depreciation and amortization and compensation expense related to stock options.
We ended the first quarter of 2026 with $19.9 million in cash, cash equivalents and restricted cash compared to $22.0 million in cash, cash equivalents and restricted cash at the end of the first quarter of 2025.
Operating activities provided $11.9 million of cash during the first three months of 2026 compared to $15.1 million provided during the first three months of last year. The decrease in cash provided by operating activities in the first three months of 2026 compared to 2025 was primarily due to an increase in non-cash working capital and a decrease in net income.
13
Investing activities used minimal cash during the first three months of 2026. The 2026 activities consisted of the purchase of property and equipment.
Financing activities used $2.4 million of cash during the first three months of 2026. Our financing activities during the first three months of 2026 consisted of $3.4 million for the payment of dividends; partially offset by $1.0 million of proceeds from the exercise of stock options. (See Note 8 — “Shareholders’ Equity (Deficit)).
As of March 28, 2026, our debt facilities include a Line of Credit with CIBC Bank USA and a Note Agreement with Prudential. These facilities have been and will continue to be used for general corporate purposes, are secured by a lien against substantially all of our assets, contain customary financial conditions and covenants, and require maintenance of minimum levels of debt service coverage and maximum levels of leverage (all as defined within the agreements governing the facilities). As of March 28, 2026, we were in compliance with all of the financial covenants under the Line of Credit and the Note Agreement.
The Line of Credit provides for up to $20.0 million in revolving loans and $30.0 million in delayed draw term loans. As of March 28, 2026, we had no revolving loans outstanding, and had delayed draw term loan borrowings totaling $30.0 million that mature in 2029.
See Part I, Item 1, Note 9 – “Debt” for more information regarding the Line of Credit and Note Agreement.
We expect to generate the cash necessary to pay our expenses and to pay the principal and interest on our outstanding debt from cash flows provided by operating activities and by opportunistically using other means to repay or refinance our obligations as we determine appropriate. Our ability to pay our expenses and meet our debt service obligations depends on our future performance, which may be affected by financial, business, economic, and other factors including the risk factors described under Item 1A of our Form 10-K for the fiscal year ended December 27, 2025 and under Item 1A below. If we do not have enough money to pay our debt service obligations, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or raise equity. In such an event, we may not be able to refinance our debt, sell assets, borrow more money or raise equity on terms acceptable to us or at all. Also, our ability to carry out any of these activities on favorable terms, if at all, may be further impacted by any financial or credit crisis which may limit access to the credit markets and increase our cost of capital.
As of the date of this report we believe that the combination of our cash on hand, the cash generated from our business and our Line of Credit will be adequate to fund our planned operations through 2026.
Critical Accounting Policies
A discussion of our critical accounting policies is contained in our annual report on Form 10-K for the year ended December 27, 2025. There have been no changes to our critical accounting policies from those disclosed on our Form 10-K for the year ended December 27, 2025.
Forward Looking Statements
The statements contained in this Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not strictly historical fact, including without limitation, the Company’s belief that it will have adequate capital and reserves to meet its current and contingent obligations and operating needs, as well as its disclosures regarding market rate risk 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. See the section appearing in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025 entitled “Risk Factors” and Part II, Item 1A in this Report for a more complete discussion of certain factors that may cause the Company’s actual results to differ from those in its forward looking statements. You should 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 3: Quantitative and Qualitative Disclosures About Market Risk
The Company incurs financial market risk in the form of interest rate risk. Risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term interest rates. At March 28, 2026, the Company’s Line of Credit with CIBC Bank USA included a commitment for revolving loans of $20.0 million. The interest rates applicable
14
to revolving loans are based on either the bank’s base rate or SOFR for short-term borrowings (twelve months or less). The Company had no revolving loans outstanding at March 28, 2026 under this Line of Credit. The Company had no interest rate derivatives in place at March 28, 2026. The Company’s fixed rate debt exposes the company to changes in the market interest rate only to the extent that the Company may need to refinance maturing debt with new debt at a higher rate.
None of the Company’s cash and cash equivalents at March 28, 2026 was invested in money market mutual funds, which are subject to the effects of market fluctuations in interest rates.
Foreign currency transaction gains and losses were not material to the Company’s results of operations for the three months ended March 28, 2026. During fiscal 2025, approximately 9.1% of the Company’s total revenues and a de minimis amount of expenses were denominated in a foreign currency. Based upon these revenues and expenses, a 10% increase or decrease in the foreign currency exchange rates would impact annual pretax earnings by approximately $782,700. To date, the Company has not entered into any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.
ITEM 4: Controls and Procedures
As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon, and as of the date of that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. There was no change in the Company’s internal control over financial reporting during its most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1: Legal Proceedings
We are not a party to any material litigation and are not aware of any threatened litigation that would have a material adverse effect on our business.
ITEM 1A: Risk Factors
In addition to the other information set forth in this report, including the important information in “Forward-Looking Statements,” you should carefully consider the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 27, 2025. If any of those factors were to occur, they could materially adversely affect our financial condition or future results, and could cause our actual results to differ materially from those expressed in its forward-looking statements in this report. Except as noted below, we are aware of no material changes to the Risk Factors discussed in our Annual Report on Form 10-K for the year ended December 27, 2025.
As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2026, the Company is implementing a monthly Software Fee for all locations as well as a North American Ad Fund for all Plato’s Closet locations. As a result of the implementation of these fees, the Company is adding an additional risk factor.
The Company’s implementation of a monthly Software Fee and the introduction of a North American Ad Fund for its Plato’s Closet brand may adversely affect franchisee relationships and system performance.
The Company periodically implements system initiatives, including technology platforms, advertising programs, and related fees, that are intended to support brand development and operational consistency across its franchised systems. These initiatives, including the implementation of a North American Ad Fund for its Plato’s Closet brand and a monthly Software Fee may increase franchisee operating costs and may not result in immediate or uniform benefits for all franchisees. If franchisees view such initiatives as burdensome, ineffective, or misaligned with their business needs, franchisee satisfaction and compliance may be adversely affected. Any deterioration in franchisee relationships could
negatively impact franchisee retention, the pace of new franchise development, and the overall performance of the Company’s franchise systems.
ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
The following table summarized the Company’s common stock repurchase during the first quarter of 2026.
Total Number of
Maximum Number
Shares Purchased as
of Shares that may
Average Price
Part of a Publicly
yet be Purchased
Period
Shares Purchased
Paid Per Share
Announced Plan(1)
Under the Plan
December 28, 2025 to January 31, 2026
70,656
February 1, 2026 to February 28, 2026
March 1, 2026 to March 28, 2026
ITEM 3: Defaults Upon Senior Securities
None.
ITEM 4: Mine Safety Disclosures
Not applicable.
ITEM 5: Other Information
All information required to be reported in a report on Form 8-K during the period covered by this Form 10-Q has been reported.
During the three months ended March 28, 2026, no director of officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6: Exhibits
Articles of Incorporation, as amended (Exhibit 3.1)(1)
3.2
By-laws, as amended and restated to date (Exhibit 3.2)(2)
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101
Interactive Data Files Pursuant to Rule 405 of Regulation S-T: Financial statements from the Quarterly Report on Form 10-Q of Winmark Corporation and Subsidiaries for the quarter ended March 28, 2026, formatted in Inline XBRL: (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statements of Shareholders’ Equity (Deficit), (iv) Consolidated Condensed Statements of Cash Flows, and (v) Notes to Consolidated Condensed Financial Statements.
104
The cover page from the Quarterly Report on Form 10-Q of Winmark Corporation and Subsidiaries for the quarter ended March 28, 2026, formatted in Inline XBRL (contained in Exhibit 101).
*Filed Herewith
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 thereunto duly authorized.
Date: April 15, 2026
By:
/s/ Brett D. Heffes
Brett D. Heffes
Chair of the Board andChief Executive Officer (principal executive officer)
/s/ Anthony D. Ishaug
Anthony D. Ishaug Chief Financial Officer and Treasurer(principal financial and accounting officer)