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):  July 17, 2008

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))

Item 2.02Results of Operations and Financial Conditions

On July 17, 2008, Winmark Corporation (“Company”) announced in a press release its results of operations and financial condition for the second quarter ended June 28, 2008.  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 July 17, 2008, Winmark Corporation (“Company”) announced in a press release its results of operations and financial condition for the second quarter ended June 28, 2008.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 9.01Financial Statements, Pro Forma Financial Information and Exhibits.

(c)Exhibits

99.1 Press Release dated July 17, 2008

2

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: July 17, 2008	By:	/s/ Catherine P. Heaven
		Catherine P. Heaven
		Vice President and General Counsel

3

EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit Number	Exhibit Description
99.1	Press Release dated July 17, 2008

4

EX-99.1

Exhibit 99.1

Contact:	John L. Morgan
	763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

SECOND QUARTER RESULTS

Minneapolis, MN (July 17, 2008)  -  Winmark Corporation (Nasdaq; WINA) announced today net income for the quarter ended June 28, 2008 of $930,500, or $.17 per share diluted, compared to net income of $430,500, or $.08 per share diluted, in 2007.  For the six months ended June 28, 2008, net income was $1,867,800, or $.34 per share diluted, compared to net income of $1,060,300, or $.19 per share diluted, for the same period last year.

John L. Morgan, Chairman and Chief Executive Officer, stated, “Our franchise business continues to perform well in the current economic environment while our leasing business has some different challenges.  While trying to grow our leasing portfolio, we need to be cautious with our credit decisions until the economy improves.”

Winmark Corporation creates, supports and finances business.  At June 28, 2008, there were 857 franchises in operation under the brands Play It Again Sports®, Once Upon A Child®, Plato’s Closet® and Music Go Round® and there were 56 territories in operation under the Wirth Business Credit® brand.  An additional 50 retail franchises have been awarded but are not open.  In addition, at June 28, 2008, the Company had loans and leases equal to $47.5 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 including statements with respect to our ability to finance the growth of our leasing and franchising businesses for the foreseeable future.  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)

	June 28, 2008		December 29, 2007
ASSETS
Current Assets:
Cash and cash equivalents	$	2,585,200	$	1,253,000
Receivables, less allowance for doubtful accounts of $53,500 and $52,200	2,136,400		2,312,300
Net investment in leases – current	16,356,400		10,554,900
Income tax receivable	831,800		166,300
Inventories	70,700		145,000
Prepaid expenses	977,200		1,104,900
Deferred income taxes	208,200		208,200
Total current assets	23,165,900		15,744,600
Net investment in leases – long-term	29,186,600		31,331,600
Long-term investments	7,360,000		7,496,500
Long-term receivables, net	49,400		59,700
Property and equipment, net	612,700		667,400
Other assets	625,800		625,800
Deferred income taxes	1,021,200		1,021,200
	$	62,021,600	$	56,946,800
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current line of credit	$	3,741,600	$	7,553,600
Current renewable subordinated notes	4,217,800		3,535,900
Accounts payable	1,149,400		1,414,100
Accrued liabilities	2,843,000		2,501,900
Current discounted lease rentals	948,700		27,400
Rents received in advance	1,729,100		1,385,900
Current deferred revenue	1,104,000		1,132,300
Total current liabilities	15,733,600		17,551,100
Long-term line of credit	11,198,300		8,685,000
Long-term renewable subordinated notes	17,081,300		17,486,000
Long-term discounted lease rentals	1,720,200		—
Long-term deferred revenue	619,000		556,000
Shareholder’s Equity:
Common stock, no par, 10,000,000 shares authorized, 5,526,459 and 5,417,775 shares issued and outstanding	1,438,600		305,900
Retained earnings	14,230,600		12,362,800
Total shareholders’ equity	15,669,200		12,668,700
	$	62,021,600	$	56,946,800

WINMARK CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Quarter Ended						Six Months Ended
	June 28, 2008			June 30, 2007			June 28, 2008			June 30, 2007
REVENUE:
Royalties	$	5,303,800		$	4,846,500		$	10,635,400		$	9,999,400
Leasing income	1,907,000			995,800			3,859,600			1,771,500
Merchandise sales	975,000			1,193,600			1,907,800			2,452,700
Franchise fees	386,100			417,400			913,600			717,400
Other	145,400			109,300			278,300			248,500
Total revenue	8,717,300			7,562,600			17,594,700			15,189,500
ob
COST OF MERCHANDISE SOLD	940,700			1,148,000			1,834,600			2,355,200
LEASING EXPENSE	463,100			197,400			949,000			333,200
PROVISION FOR CREDIT LOSSES	269,200			165,300			654,300			279,700
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	5,138,500			4,923,600			10,324,300			9,802,900
Income from operations	1,905,800			1,128,300			3,832,500			2,418,500
LOSS FROM EQUITY INVESTMENTS	(60,700		)	(197,400		)	(136,500		)	(252,200		)
INTEREST EXPENSE	(340,200		)	(387,600		)	(688,600		)	(720,600		)
INTEREST AND OTHER INCOME	59,000			171,400			131,800			300,800
Income before income taxes	1,563,900			714,700			3,139,200			1,746,500
PROVISION FOR INCOME TAXES	(633,400		)	(284,200		)	(1,271,400		)	(686,200		)
NET INCOME	$	930,500		$	430,500		$	1,867,800		$	1,060,300
EARNINGS PER SHARE – BASIC	$	.17		$	.08		$	.34		$	.19
EARNINGS PER SHARE – DILUTED	$	.17		$	.08		$	.34		$	.19
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC	5,534,781			5,447,697			5,517,807			5,516,214
WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED	5,562,319			5,560,564			5,548,482			5,638,543