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 15, 2003

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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Items 9 and 12.     Regulation FD Disclosure and Disclosure of Results of Operations and Financial Condition.

On April 15, 2003 the Company announced in a press release its results of operations and financial condition for the first quarter ended March 29, 2003. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 7.     Financial Statements and Exhibits.

(c) Exhibits:

99.1     Press Release dated April 15, 2003.

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 18, 2003	By	/s/     Mark Hooley
		Mark Hooley,
		Vice President and General Counsel

EXHIBIT INDEX

to

April 15, 2003 Form 8-K

Winmark Corporation

Exhibit Number	Exhibit Description
99.1	Press Release dated April 15, 2003.

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 15, 2003) — Winmark Corporation announced today net income for the quarter ended March 29, 2003 of $1,122,200 compared to net income of $1,075,900 for the first quarter of 2002. Diluted earnings were $.18 per share compared to $.17 per share in 2002.

John L. Morgan, Chairman and Chief Executive Officer, commented, “While the Company continues to perform to management’s expectations, we are working hard on growth opportunities with the goal of rewarding our shareholders in the future.”

Winmark Corporation develops franchises and operates value-oriented retail brands for stores that buy, sell, trade and consign used and new merchandise. At March 29, 2003, the Company had 830 franchise and retail stores in operation and an additional 25 franchises awarded but not open. Of the stores in operation, there were 473 Play It Again Sports^®, 220 Once Upon A Child^® , 52 Music Go Round^® and 85 Plato’s Closet^® 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 growth of our business and future results from operations. 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 29, 2003			December 28, 2002
ASSETS
Current Assets:
Cash and cash equivalents	$	2,270,700		$	4,730,000
Marketable securities		2,643,800			1,874,800
Receivables, less allowance for doubtful accounts of $350,600 and $357,700		3,028,900			2,612,100
Inventories		686,800			720,900
Prepaid expenses and other		226,600			583,900
Deferred income taxes		795,100			795,100
Total current assets		9,651,900			11,316,800
Long-term investments		5,113,800			3,498,800
Long-term receivables, net		106,800			130,300
Property and equipment, net		319,900			349,900
Other assets, net		558,300			544,300
Deferred income taxes		344,700			344,700
	$	16,095,400		$	16,184,800
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,059,400		$	1,643,000
Accrued liabilities		1,661,800			1,975,200
Current deferred revenue		719,600			575,700
Total current liabilities		4,440,800			4,193,900
Long-term deferred revenue		70,700			90,200
Shareholders’ Equity:
Common stock, no par, 10,000,000 shares authorized, 5,607,197 and 5,757,197 shares issued and outstanding		2,225,800			3,723,300
Other comprehensive income (loss)		(15,400	)		(73,900	)
Retained earnings		9,373,500			8,251,300
Total shareholders’ equity		11,583,900			11,900,700
	$	16,095,400		$	16,184,800

WINMARK CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended
	March 29, 2003			March 30, 2002
REVENUE:
Merchandise sales	$	3,800,500		$	4,429,900
Royalties		4,291,500			4,415,700
Franchise fees		135,000			165,000
Other		153,200			200,600
Total revenue		8,380,200			9,211,200
COST OF MERCHANDISE SOLD		3,121,600			3,678,200
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		3,458,000			3,781,600
Income from operations		1,800,600			1,751,400
INTEREST INCOME		69,800			53,600
INTEREST EXPENSE		—			(13,600	)
Income before income taxes		1,870,400			1,791,400
PROVISION FOR INCOME TAXES		(748,200	)		(715,500	)
NET INCOME	$	1,122,200		$	1,075,900
NET INCOME PER COMMON SHARE—BASIC	$	.20		$	.20
WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC		5,724,697			5,383,354
NET INCOME PER COMMON SHARE—DILUTED	$	.18		$	.17
WEIGHTED AVERAGE SHARES OUTSTANDING—DILUTED		6,201,687			6,152,857