8-K

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 12, 2005

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)
4200 Dahlberg Drive, Suite 100 Golden Valley, MN 55422-4837
(Address of Principal Executive Offices) (Zip Code)
(612) 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))

Section 2.Results of Operations and Financial Conditions

Item 2.02

On April 12, 2005, the company announced in a press release its results of operations and financial condition for the first quarter ended March 26, 2005.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Section 7.Regulation FD Disclosure.

Item 7.01

On April 12, 2005, the company announced in a press release its results of operations and financial condition for the first quarter ended March 26, 2005.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Section 9.Financial Statements and Exhibits.

99.1Press Release dated April 12, 2005

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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
Date: April 12, 2005	By	/s/	Mark T. Hooley
			Mark T. Hooley
			Vice President and General Counsel

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EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit Number	Exhibit Description
99.1	Press Release dated April 12, 2005

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EX-99.1

Exhibit 99.1

Contact:	John L. Morgan
	763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

FIRST QUARTER RESULTS

Minneapolis, MN (April 12, 2005)  —  Winmark Corporation (Nasdaq: WINA) announced today net income for the quarter ended March 26, 2005 of $699,900 (or $.11 per share diluted) compared to net income of $1,360,300 (or $.21 per share diluted) in the first quarter of 2004.

John L. Morgan, Chairman and Chief Executive Officer, stated, “Earnings for the first quarter were disappointing, but partly expected.  While we anticipated increased costs to build infrastructure for our leasing business, we were disappointed that the royalties generated by our franchise business were short of our goals.  Growing our leased assets and the performance of our franchise business is vital for our continued success.”

Winmark Corporation develops franchises that buy, sell, trade used and new merchandise and provides equipment lease financing to a wide variety of customers.  At March 26, 2005, there were 794franchise and retail stores in operation under the Company’s brands and an additional 39 franchises awarded but not open.  Of the stores in operation, there were 410 Play It Again Sports, 209 Once Upon A Child, 134 Plato’s Closet and 41 Music Go Round stores.

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 including statements with respect to the performance of our equipment leasing business and our franchise business.  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, 2005			December 25, 2004
ASSETS
Current Assets:
Cash and cash equivalents	$	6,641,300		$	5,983,500
Marketable securities	1,165,100			1,390,800
Receivables, less allowance for doubtful accounts of $184,100 and $202,000	2,507,800			2,019,800
Inventories	350,400			419,600
Prepaid expenses and other	457,400			654,800
Deferred income taxes	492,600			492,600
Total current assets	11,614,600			10,961,100
Net investment in leasing operations	1,984,200			1,679,700
Long-term investments	11,230,400			10,932,600
Long-term receivables, net	38,900			54,400
Property and equipment, net	487,400			293,600
Other assets, net	662,100			654,600
Deferred income taxes	196,400			196,400
	$	26,214,000		$	24,772,400
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,520,300		$	1,063,800
Accrued liabilities	1,215,600			1,299,300
Current deferred revenue	806,200			611,800
Total current liabilities	3,542,100			2,974,900
Long-term deferred revenue	278,900			239,200
Shareholder’s Equity:
Common stock, no par, 10,000,000 shares authorized, 5,964,547 and 5,964,547 shares issued and outstanding	5,348,400			5,186,300
Other comprehensive income (loss)	(1,700		)	25,600
Retained earnings	17,046,300			16,346,400
Total shareholders’ equity	22,393,000			21,558,300
	$	26,214,000		$	24,772,400

WINMARK CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended
	March 26, 2005			March 27, 2004
REVENUE:
Royalties	$	4,514,400		$	4,629,900
Merchandise sales	2,235,600			2,604,000
Franchise fees	190,000			192,600
Other	204,700			137,200
Total revenue	7,144,700			7,563,700
COST OF MERCHANDISE SOLD	1,920,000			2,152,400
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	4,045,400			3,318,300
Income from operations	1,179,300			2,093,000
LOSS FROM EQUITY INVESTMENTS	(94,100		)	(24,300		)
GAIN ON SALE OF INVESTMENTS	21,300			189,200
INTEREST AND OTHER INCOME	60,000			76,500
Income before income taxes	1,166,500			2,334,400
PROVISION FOR INCOME TAXES	(466,600		)	(974,100		)
NET INCOME	$	699,900		$	1,360,300
EARNINGS PER SHARE - BASIC	$	.12		$	.24
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC	5,964,547			5,706,471
EARNINGS PER SHARE - DILUTED	$	.11		$	.21
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED	6,588,089			6,468,385