8-K

UNITED STATES

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 16, 2003

PLANAR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

OREGON	0-23018	93-0835396
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1195 NW Compton Drive

Beaverton, Oregon 97008

(503) 690-1100

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1 Press Release issued by Planar Systems, Inc. on April 16, 2003.

Item 9. REGULATION FD DISCLOSURE

The following information is being provided pursuant to Item 12 of this report.

On April 16, 2003, Planar Systems, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended March 28, 2003. The press release is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.

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 thereunto duly authorized on April 16, 2003.

PLANAR SYSTEMS, INC.

(Registrant)

/s/    STEVE BUHALY        

Steve Buhaly

Vice President and

Chief Financial Officer

-2-

EX-99.1

Exhibit 99.1

For release April 16, 2003, at 4:00 p.m. Eastern

Planar posts record quarterly sales, strong earnings;

reiterates prior guidance for fiscal 2003

BEAVERTON, Ore. – April 16, 2003 – Planar Systems, Inc. (Nasdaq:PLNR), a worldwide leader in flat-panel display systems, recorded sales of $60.1 million in the second quarter of its fiscal 2003, up 23 percent over last year’s second quarter and six percent over the first quarter of this fiscal year. Net income per diluted share in the quarter ended March 28, 2003, was $0.25; the highest quarterly bottom-line result since 2001, and up from $0.18 a year ago and $0.19 last quarter.

“The company turned in an excellent quarter and I’m pleased to report we’ve delivered on our promises,” said Balaji Krishnamurthy, chairman, president and CEO.

Gross profit in the quarter reached a record $19.4 million, or a margin of 32.2 percent of sales. This represents significant improvement in gross margin over both 27.0 percent recorded a year ago and 29.5 percent last quarter.

Sales of $20.1 million were recorded in the company’s commercial segment, up 52 percent over last year’s second quarter and 24 percent over this year’s first quarter.

Sequential improvement in the segment was driven by strong growth in desktop monitor sales and by new business with Planar-branded, large-format plasma displays.

“Our commercial business has rebounded nicely from the December quarter, and continues to strengthen its contribution to Planar’s value in ways far beyond its bottom line,” said Krishnamurthy. “The supply chain and channel management expertise we’ve developed with these products provides a significant competitive advantage not just in this market but in our medical and industrial businesses as well.”

The company’s medical segment turned in second-quarter sales of $22.9 million, up about 27 percent year-over-year and down about two percent sequentially. Excluding the planned conclusion of business with a single customer, ongoing business grew about four percent over last quarter.

“The integration of DOME Imaging Systems is virtually complete, providing us deeper penetration into healthcare markets with the industry’s most extensive range of medical display products,” continued Krishnamurthy. “With the increased scale of our product portfolio and operating efficiencies from the combination, we’re now successfully selling through on-line and value-added-reseller channels in addition to our long-term OEM customers.”

Planar’s industrial segment recorded sales of $17.2 million, down about three percent and one percent versus the year-ago quarter and last quarter, respectively. Business in this market has demonstrated a high correlation with overall activity in the economy. New design wins were landed during the quarter, several with EL-based products, and a new, modular display product designed specifically for kiosk applications received early validation from select customers.

“We believe the industrial market has good long-term potential, and we remain poised to capitalize on future growth opportunities while generating excellent profitability today,” Krishnamurthy said. “The strength of our strategy and execution is reflected in the

fact that, despite the deliberate pruning of low-profitability business from our portfolio, we’ve managed to maintain flat revenue in that segment in recent quarters.”

Overall, Planar’s second quarter sales outside the U.S. were 22 percent of the total, holding steady with prior quarters. Backlog ended the period up slightly from the first quarter, though an increasing portion of Planar’s business operates without any significant level of backlog.

The company generated $8.4 million in cash during the second quarter, and paid $10.9 million against debt principal. Cash generation from operations has been strong in recent quarters due to solid profitability and capital expenditures well below depreciation and amortization.

Significant progress improving manufacturing efficiency was achieved during the quarter. The transition of monochrome LCD production to an offshore partner has been completed, resulting in improved gross margins. The consolidation of all EL production in the company’s Finland facility is expected during the fourth quarter of this fiscal year.

“Planar is operating with greater efficiency than ever before, with annualized sales per employee now nearly half-a-million dollars. By levering our core competencies in technology, supply-chain and channel management across our business segments, we’re creating stronger connections with customers and building long-term value for shareholders,” concluded Krishnamurthy.

BUSINESS OUTLOOK

The following statements are forward looking and actual results may differ materially. Based on current expectations and performance to date, the company is reiterating its earlier-published expectations for the balance of fiscal 2003 as follows:

• The company expects sales of approximately $230 million in fiscal 2003, of which commercial segment sales are expected to be between $70 million and $80 million.

• Gross margins are expected to be in the range of 31 to 32 percent of sales for fiscal 2003.

• Operating income is anticipated to be about 10 percent of sales in fiscal 2003.

• The effective tax rate in fiscal 2003 is expected to be about 34 percent.

• The company expects net income in fiscal 2003 of approximately $1.00 per diluted share.

• Cash from operations (defined as net income, plus depreciation and amortization, less capital expenditures) is expected to total about $20 million during fiscal 2003.

Results and operational highlights for the second quarter will be discussed by Krishnamurthy and CFO Steve Buhaly in a conference call today, April 16, 2003, beginning at 5:00 p.m. Eastern Time. The call can be heard via the Internet through a link on Planar’s Web site, www.planar.com, or through numerous other investor sites, and will be available for replay through April 30, 2003. The company intends to post on its Web site a transcript of the prepared management commentary from the conference call within 24 hours after the conclusion of the call.

ABOUT PLANAR

Planar Systems is a worldwide leader in flat-panel display systems for market-specific applications. The company specializes in collaborative relationships with customers and channel partners, drawing from a global supply chain network to produce a range of systems from desktop monitors to high-performance displays for challenging applications in medical and industrial markets. Founded in 1983 and publicly traded on the Nasdaq National Market as ‘PLNR’, Planar is headquartered in Oregon and has operations in the United States and Europe. For more information please visit www.planar.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This press release includes forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company’s business. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual results could vary materially from the description contained herein due to many factors including: domestic and international business and economic conditions, changes in the flat-panel monitor industry, changes in customer demand or ordering patterns, changes in the competitive environment including pricing pressures or technological changes, technological advances, shortages of manufacturing capacity from our third-party manufacturing partners, risks inherent in the acquisition of businesses and technologies, final settlement of contractual liabilities, future production variables impacting excess inventory and other risk factors listed from time to time in the Company’s Securities and Exchange Commission filings. The forward-looking statements contained in this press release speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

CONTACT:

Stewart Clark, Investor Relations Director

503-748-6984 / stewart_clark@planar.com

Planar Systems, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

	Three months ended						Six months ended
	Mar. 28, 2003			Mar. 29, 2002			Mar. 28, 2003			Mar. 29, 2002
Sales	$	60,104		$	48,857		$	116,847		$	89,642
Cost of sales		40,726			35,658			80,703			63,991
Gross profit		19,378			13,199			36,144			25,651
Operating expenses:
Research and development, net		3,066			2,679			5,463			5,309
Sales and marketing		5,129			3,427			9,822			6,269
General and administrative		4,697			3,251			9,061			6,413
Amortization of intangible assets		708			—			1,416			—
Total operating expenses		13,600			9,357			25,762			17,991
Income from operations		5,778			3,842			10,382			7,660
Non-operating income (expense):
Interest, net		(346	)		(171	)		(811	)		(290	)
Foreign exchange, net		(51	)		(29	)		(83	)		(31	)
Net non-operating expense		(397	)		(200	)		(894	)		(321	)
Income before income taxes		5,381			3,642			9,488			7,339
Provision for income taxes		1,830			1,237			3,227			2,494
Net income	$	3,551		$	2,405		$	6,261		$	4,845
Basic net income per share	$	0.25		$	0.19		$	0.45		$	0.39
Average shares outstanding—basic		13,936			12,578			13,864			12,563
Diluted net income per share	$	0.25		$	0.18		$	0.43		$	0.36
Average shares outstanding—diluted		14,391			13,415			14,414			13,323

Planar Systems, Inc.

Consolidated Balance Sheets

(In thousands)

	Mar. 28, 2003			Sept. 27, 2002
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	37,604		$	37,451
Accounts receivable		30,069			31,437
Inventories		28,659			29,305
Other current assets		13,082			13,409
Total current assets		109,414			111,602
Property, plant and equipment, net		22,218			24,669
Goodwill		49,001			49,001
Intangible assets		11,963			13,379
Other assets		7,694			7,820
	$	200,290		$	206,471
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,340		$	5,330
Accrued compensation		6,577			6,006
Current portion of long-term debt and capital leases		6,298			11,923
Deferred revenue		317			603
Other current liabilities		12,875			11,307
Total current liabilities		34,407			35,169
Long-term debt and capital leases, less current portion		23,965			39,282
Other long-term liabilities		7,529			7,661
Total liabilities		65,901			82,112
Shareholders’ equity:
Common stock		119,614			117,520
Retained earnings		22,037			15,938
Accumulated other comprehensive loss		(7,262	)		(9,099	)
Total shareholders’ equity		134,389			124,359
	$	200,290		$	206,471

Planar Systems, Inc.

Consolidated Statement of Cash Flows

(In thousands)

(unaudited)

	Six months ended
	Mar. 28, 2003			Mar. 29, 2002
Cash flows from operating activities:
Net income	$	6,261		$	4,845
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		5,552			3,819
Deferred taxes		(28	)		18
Foreign exchange loss		83			31
Decrease in accounts receivable		1,614			5,789
(Increase) decrease in inventories		818			(1,770	)
(Increase) decrease in other current assets		328			(3,405	)
Increase (decrease) in accounts payable		3,049			(1,457	)
Increase (decrease) in accrued compensation		596			(3,111	)
Increase (decrease) in deferred revenue		(289	)		51
Increase (decrease) in other current liabilities		1,255			(2,199	)
Net cash provided by operating activities		19,239			2,611
Cash flows from investing activities:
Purchase of property, plant and equipment		(853	)		(4,065	)
Increase in other long-term liabilities		109			376
Net sales (purchases) of long-term investments		156			(25	)
Net cash used in investing activities		(588	)		(3,714	)
Cash flows from financing activities:
Payments of long-term debt and capital lease obligations		(20,942	)		(994	)
Stock repurchase		(162	)		(38	)
Net proceeds from issuance of capital stock		2,094			1,976
Net cash provided by (used in) financing activities		(19,010	)		944
Effect of exchange rate changes		512			(283	)
Net increase (decrease) in cash and cash equivalents		153			(442	)
Cash and cash equivalents at beginning of period		37,451			22,007
Cash and cash equivalents at end of period	$	37,604		$	21,565