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 22, 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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                Results of Operations and Financial Conditions

On February 22, 2008, Winmark Corporation (“Company”) announced in a press release its results of operations and financial condition for the year ended December 29, 2007.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 7.01                Regulation FD Disclosure

On February 22, 2008, Winmark Corporation (“Company”) announced in a press release its results of operations and financial condition for the year ended December 29, 2007.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

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

                (c)           Exhibits

99.1  Press Release dated February 22, 2008

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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
		WINMARK CORPORATION
Date: February 22, 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 February 22, 2008

4

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 22, 2008)  —  Winmark Corporation (Nasdaq: WINA) announced today net income for the year ended December 29, 2007 of $3,044,800 or $.54 per share diluted, compared to net income of $3,338,200 or $.56 per share diluted, in 2006.  The fourth quarter 2007 net income was $853,000, or $.15 per share diluted, compared to $817,800, or $.14 per share diluted, for the same period last year.  Revenues for the year were $31,165,200, up from $27,370,500 in 2006.

John Morgan, Chairman and Chief Executive Officer, stated, “Our franchise business continues to perform to expectations due to the efforts of our outstanding group of franchisees and dedicated employees.  While our leasing business did not grow as fast as we had planned, we are confident that we have the potential for solid growth in the future.  As previously announced, our year end results were impacted by the change in accounting for our investment in Tomsten, Inc. (d/b/a Archiver’s).”

Winmark Corporation creates, supports and finances business.  At December 29, 2007, there were 851 franchises in operation under the brands Play It Again Sports®, Once Upon A Child®, Plato’s Closet®, Music Go Round® and there were 41 territories in operation under the Wirth Business Credit® brand.  An additional 53 retail franchises have been awarded but are not open.  In addition, at December 29, 2007, the Company had loans and leases equal to $43.9 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)

	December 29, 2007		December 30, 2006
ASSETS
Current Assets:
Cash and cash equivalents	$	1,253,000	$	1,037,800
Receivables, less allowance for doubtful accounts of $52,200 and $66,900	2,312,300		2,203,500
Net investment in leases - current	10,554,900		5,777,400
Income tax receivable	166,300		812,700
Inventories	145,000		68,700
Prepaid expenses	1,104,900		1,435,100
Deferred income taxes	208,200		191,500
Total current assets	15,744,600		11,526,700
Net investment in leases - long term	31,331,600		12,474,000
Long-term investments	7,496,500		9,856,100
Long-term notes receivables, net	59,700		73,800
Property and equipment, net	667,400		573,500
Other assets	625,800		625,800
Deferred income taxes	1,021,200		882,600
	$	56,946,800	$	36,012,500
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current line of credit	$	7,553,600	$	600,000
Current renewable subordinated notes	3,535,900		3,239,600
Accounts payable	1,414,100		1,608,100
Accrued liabilities	2,501,900		2,029,700
Current discounted lease rentals	27,400		157,300
Rents received in advance	1,385,900		479,300
Current deferred revenue	1,132,300		1,116,100
Total current liabilities	17,551,100		9,230,100
Long-term line of credit	8,685,000		—
Long-term renewable subordinated notes	17,486,000		12,138,600
Long-term discounted lease rentals	—		41,000
Long-term deferred revenue	556,000		441,400
Shareholder’s Equity:
Common stock, no par, 10,000,000 shares authorized, 5,417,775 and 5,657,042 shares issued and outstanding	305,900		550,000
Retained earnings	12,362,800		13,611,400
Total shareholders’ equity	12,668,700		14,161,400
	$	56,946,800	$	36,012,500

WINMARK CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	Quarter Ended						Fiscal Year Ended
	December 29, 2007			December 30, 2006			December 29, 2007			December 30, 2006
REVENUE:
Royalties	$	5,238,700		$	4,891,600		$	20,446,800		$	19,212,100
Leasing income	1,471,500			642,900			4,416,200			1,852,700
Merchandise sales	749,200			936,000			3,999,500			4,469,300
Franchise fees	422,600			265,000			1,724,100			1,245,700
Other	141,900			148,800			578,600			590,700
Total revenue	8,023,900			6,884,300			31,165,200			27,370,500
COST OF MERCHANDISE SOLD	717,700			904,700			3,837,200			4,283,300
LEASING EXPENSE	429,100			95,900			1,031,000			227,100
PROVISION FOR CREDIT LOSSES	181,800			103,900			603,700			340,700
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	4,877,100			4,460,100			19,267,400			17,157,900
Income from operations	1,818,200			1,319,700			6,425,900			5,361,500
GAIN (LOSS) FROM EQUITY INVESTMENTS	(15,000		)	247,500			(359,600		)	116,600
INTEREST EXPENSE	(354,900		)	(299,400		)	(1,456,800		)	(728,700		)
INTEREST AND OTHER INCOME	115,800			120,700			539,100			867,300
Income (loss) before income taxes	1,564,100			1,388,500			5,148,600			5,616,700
PROVISION FOR INCOME TAXES	(711,100		)	(570,700		)	(2,103,800		)	(2,278,500		)
NET INCOME (LOSS)	$	853,000		$	817,800		$	3,044,800		$	3,338,200
EARNINGS (LOSS) PER SHARE - BASIC	$	.16		$	.14		$	.56		$	.58
EARNINGS (LOSS) PER SHARE - DILUTED	$	.15		$	.14		$	.54		$	.56
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC	5,417,846			5,642,866			5,472,020			5,791,503
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED	5,531,493			5,819,279			5,591,087			6,006,969