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):  February 11, 2004

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)

Item 7.		Financial Statements and Exhibits.
	(c)	Exhibits:
		99.1 Press Release dated February 11, 2004.
Items 9.		Regulation FD Disclosure.
	On February 11, 2004 the Company announced in a press release its results of operations and financial condition for the year ended December 27, 2003.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.
Item 12.		Disclosure of Results of Operations and Financial Condition.
	On February 11, 2004 the Company announced in a press release its results of operations and financial condition for the year ended December 27, 2003.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

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:  February 11, 2004		By	/s/  Mark T. Hooley
		Mark T. Hooley
		Vice President and General Counsel

2

EXHIBIT INDEX

to

February 11, 2004   Form 8-K

Winmark Corporation

Exhibit Number	Exhibit Description
99.1	Press Release dated February 11, 2004.

3

EX-99.1

Exhibit 99.1

Contact:	John L. Morgan
	763-520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES YEAR END RESULTS

Minneapolis, MN (February 11, 2004)  —  Winmark Corporation (Nasdaq: WINA) announced today net income for the year ended December 27, 2003 of $4,013,100 or $.63 per share diluted, compared to net income of $3,828,900 or $.63 per share, in 2002.  The fourth quarter 2003 net income was $1,030,400, or $.16 per share diluted, compared to net income of $970,300, or $.16 per share diluted, for the same period last year.  Revenues for the year were $31,243,400, down from $33,425,100 in 2002.

John L. Morgan, Chairman and Chief Executive Officer, stated, “In 2003, we made significant changes to position Winmark for future growth.  Our franchise business, Winmark Business Solutions, and our strategic investments provide a platform for that growth.”

Winmark Corporation develops franchises, provides business services and operates value-oriented retail concepts for stores that buy, sell, trade and consign used and new merchandise.  At December 27, 2003, there were 812 franchise and retail stores in operation under the Company’s brands and an additional 25 franchises awarded but not open.  Of the stores in operation, there were 449 Play It Again Sports, 212 Once Upon A Child, 107 Plato’s Closet and 44 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 how changes we made in 2003 will affect future performance, Company growth, the strength of the Company’s operating position in the future 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 results may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements

WINMARK CORPORATION

CONDENSED BALANCE SHEETS

(unaudited)

	December 27, 2003		December 28, 2002
ASSETS
Current Assets:
Cash and cash equivalents	$	4,153,300	$	4,730,000
Marketable securities	2,343,500		1,874,800
Receivables, less allowance for doubtful accounts of $291,200 and $357,700	2,341,300		2,612,100
Inventories	528,600		720,900
Prepaid expenses and other	305,800		583,900
Deferred income taxes	602,100		795,100
Total current assets	10,274,600		11,316,800
Long-term investments	7,783,800		3,498,800
Long-term receivables, net	62,400		130,300
Property and equipment, net	202,200		349,900
Other assets, net	602,600		544,300
Deferred income taxes	233,800		344,700
	$	19,159,400	$	16,184,800
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,491,400	$	1,643,000
Accrued liabilities	1,544,500		1,975,200
Current deferred revenue	604,400		575,700
Total current liabilities	3,640,300		4,193,900
Long-term deferred revenue	113,900		90,200
Shareholder’s Equity:
Common stock, no par, 10,000,000 shares authorized, 5,671,596 and 5,757,197 shares issued and outstanding	2,996,300		3,723,300
Other comprehensive income (loss)	144,500		(73,900		)
Retained earnings	12,264,400		8,251,300
Total shareholders’ equity	15,405,200		11,900,700
	$	19,159,400	$	16,184,800

WINMARK CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	Quarter Ended						Fiscal Year Ended
	December 27, 2003			December 28, 2002			December 27, 2003			December 28, 2002
REVENUE:
Royalties	$	4,216,900		$	4,025,900		$	16,333,700		$	16,447,900
Merchandise sales	2,825,900			3,359,300			13,427,600			15,466,100
Franchise fees	290,000			174,000			860,300			769,000
Other	128,100			134,600			621,800			742,100
Total revenue	7,460,900			7,693,800			31,243,400			33,425,100
COST OF MERCHANDISE SOLD	2,244,600			2,578,900			10,692,400			12,355,000
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	3,399,800			3,380,000			14,155,900			14,746,100
Income from operations	1,816,500			1,734,900			6,395,100			6,324,000
LOSS FROM EQUITY INVESTMENT	(72,200		)	—			(136,300		)	—
INTEREST AND OTHER INCOME (LOSS)	(55,200		)	105,900			283,900			308,600
INTEREST EXPENSE	—			(223,600		)	—			(264,200		)
Income before income taxes	1,689,100			1,617,200			6,542,700			6,368,400
PROVISION FOR INCOME TAXES	658,700			646,900			2,529,600			2,539,500
NET INCOME	$	1,030,400		$	970,300		$	4,013,100		$	3,828,900
NET INCOME PER COMMON SHARE - BASIC	$	.18		$	.17		$	.71		$	.69
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC	5,669,096			5,743,997			5,665,700			5,575,186
NET INCOME PER COMMON SHARE - DILUTED	$	.16		$	.16		$	.63		$	.63
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED	6,433,171			6,232,588			6,321,127			6,079,400