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): November 2, 2005

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 97006

(503) 748-1100

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

area code, of registrant’s principal executive offices)

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:

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

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

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

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

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Item 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 2, 2005, Planar Systems, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended September 30, 2005, and its expectations as to sales and net income for the first quarter ending December 30, 2005. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The press release issued November 2, 2005 is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

99.1 Press Release issued by Planar Systems, Inc. dated November 2, 2005.

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SIGNATURE

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 November 2, 2005.

PLANAR SYSTEMS, INC. (Registrant)
By	/s/ Steve Buhaly
	Steve Buhaly Vice President, Chief Financial Officer and Chief Operating Officer

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EX-99.1

Exhibit 99.1

Planar announces results for fiscal 2005’s fourth quarter

BEAVERTON, Ore. – November 2, 2005 – Planar Systems (NASDAQ:PLNR), a worldwide leader in flat-panel display systems, recorded sales of $54.5 million in the fourth quarter ended September 30th, 2005, down 20 percent from the year-ago quarter but up 2% percent sequentially. Net loss per share was $2.18. This result included a net loss of $2.30 for the following items:

• Impairment of goodwill which reduced the quarter’s results by $2.26 per share

• Restructuring and other impairment costs, a gain on sale of securities, write off of excess inventory no longer in production and vendor quality issues with high resolution glass had a net negative impact of fifteen cents per share

• Computation of actual tax liability compared to previous estimates produced a benefit in the quarter of eleven cents per share

“Two quarters ago the company took steps to improve our cost structure and the results this quarter are enhanced by that effort,” said Gerry Perkel, Planar’s new president and CEO. “We are pleased that our results this quarter were consistent with previously set expectations.”

Sales in the company’s medical segment were $17.9 million, up 4 percent from the previous quarter. “We have an exciting slate of new digital imaging products planned for release over the next few months. While the cost of completing and launching these products will impact first quarter earnings, we expect a strong market reception”, said Perkel.

Industrial segment sales were $11.8 million, down about 11% from the third quarter. Planar’s commercial segment recorded sales of $24.8 million, up 9 percent from last quarter’s result.

Gross profit for the fourth quarter, as a percentage of sales, was 18.9%, down from 23.3% in the previous quarter. The decline was primarily caused by the write off of excess inventory no longer in production and vendor quality issues associated with high resolution glass.

The company’s cash position continued to strengthen, ending the quarter at $65.2 million, with a negligible level of debt and capital leases. During fiscal 2005, the company’s cash balance grew by nearly $35 million despite challenging business conditions.

NEW LEADERSHIP

“As I have looked at Planar over my first few weeks I can see both challenges and opportunities upon which to build. We have a very profitable Industrial Business Unit anchored with our world class EL technology base. Our challenges are to seek out growth

opportunities for this highly differentiated technology position. We have a Medical Business Unit with some good growth opportunities ahead. We have been retooling this business to pursue such growth and in parallel drive enhanced profitability. Our Commercial Business Unit offers high unit volumes which enable supply chain and distribution advantages”, said Perkel.

“Our focus is on how to leverage the cost reductions taken two quarters back to create sustained profitability while we develop our plans to drive profitable growth. We are reviewing all of our business areas and technology developments with an eye to generating growth in revenues, profits and shareholder value,” concluded Perkel.

BUSINESS OUTLOOK

The following statements are forward looking and actual results may differ materially. The company’s current expectations for the first quarter, ending December 30th, 2005, are sales of $50 million to $55 million and net income of about breakeven, including stock based compensation expense of about two cents per diluted share.

Results and operational highlights for the fourth quarter and fiscal year will be discussed by Perkel and CFO Steve Buhaly in a conference call today, November 2, 2005, beginning at 5:00 p.m. Eastern Time. The call can be heard via the Internet through links on www.planar.com or through numerous other sites, and will be available for replay through November 30, 2005. 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, Inc. (NASDAQ:PLNR) is a leading provider of flat-panel display hardware and software solutions for demanding medical, retailing, industrial and commercial applications. Hospitals, shopping centers, banks and businesses of all sizes use Planar display technology to help connect people, information and ideas. Founded in 1983, Planar is headquartered in Oregon, USA, with offices, manufacturing partners and customers worldwide. Visit the company’s web site at www.planar.com.

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

The statements by Gerry Perkel and the statements in the Business Outlook section above are 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:

Steve Buhaly, CFO

503-748-6935 / steve_buhaly@planar.com

Planar Systems, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

	Three months ended						Year ended
	Sept. 30, 2005			Sept. 24, 2004			Sept. 30, 2005			Sept. 24, 2004
	(unaudited)			(unaudited)			(unaudited)
Sales	$	54,457		$	68,020		$	231,832		$	256,196
Cost of sales		44,143			53,709			182,195			196,831
Gross profit		10,314			14,311			49,637			59,365
Operating expenses:
Research and development, net		2,172			2,925			9,829			10,737
Sales and marketing		4,444			4,917			20,497			18,146
General and administrative		3,432			3,985			15,858			15,586
Amortization of intangible assets		230			648			1,740			2,732
Impairment and restructuring charges		34,745			(640	)		39,913			(640	)
Total operating expenses		45,023			11,835			87,837			46,561
Income (loss) from operations		(34,709	)		2,476			(38,200	)		12,804
Non-operating income (expense):
Interest, net		357			(11	)		675			(444	)
Foreign exchange, net		(119	)		(138	)		104			(29	)
Other, net		451			779			(405	)		471
Net non-operating income (expense):		689			630			374			(2	)
Income (loss) before income taxes		(34,020	)		3,106			(37,826	)		12,802
Provision (benefit) for income taxes		(1,903	)		324			(2,946	)		3,524
Net income (loss)	$	(32,117	)	$	2,782		$	(34,880	)	$	9,278
Basic net income (loss) per share	$	(2.18	)	$	0.19		$	(2.37	)	$	0.64
Average shares outstanding - basic		14,722			14,638			14,699			14,597
Diluted net income (loss) per share	$	(2.18	)	$	0.19		$	(2.37	)	$	0.62
Average shares outstanding - diluted		14,722			14,791			14,699			14,860

Planar Systems, Inc.

Consolidated Balance Sheets

(In thousands)

	Sept. 30, 2005			Sept. 24, 2004
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	65,185		$	30,265
Accounts receivable		22,517			31,221
Inventories		36,261			51,802
Other current assets		10,745			11,005
Total current assets		134,708			124,293
Property, plant and equipment, net		15,011			17,860
Goodwill		14,696			49,001
Intangible assets		3,871			7,815
Other assets		3,798			7,455
	$	172,084		$	206,424
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	21,467		$	19,946
Accrued compensation		5,481			3,007
Current portion of long-term debt and capital leases		204			193
Deferred revenue		2,578			1,413
Other current liabilities		6,182			9,114
Total current liabilities		35,912			33,673
Long-term debt and capital leases, less current portion		644			847
Other long-term liabilities		4,290			6,376
Total liabilities		40,846			40,896
Shareholders’ equity:
Common stock		132,277			130,924
Retained earnings		4,906			39,786
Accumulated other comprehensive loss		(5,945	)		(5,182	)
Total shareholders’ equity		131,238			165,528
	$	172,084		$	206,424

Planar Systems, Inc.

Consolidated Statement of Cash Flows

(In thousands)

	Three months ended						Year ended
	Sept. 30, 2005			Sept. 24, 2004			Sept. 30, 2005			Sept. 24, 2004
	(unaudited)			(unaudited)			(unaudited)
Cash flows from operating activities:
Net income (loss)	$	(32,117	)	$	2,782		$	(34,880	)	$	9,278
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization		2,098			2,182			8,724			8,882
Impairment and restructuring charges		34,745			(640	)		39,913			(640	)
(Gain) loss on long-term investments		(497	)		(755	)		390			(379	)
Deferred taxes		(2,264	)		3,478			(2,264	)		3,478
Stock-based compensation		349			—			349			—
Tax benefit of stock option exercised		—			338			—			338
(Increase) decrease in accounts receivable		(3,428	)		(479	)		8,752			6,199
(Increase) decrease in inventories		5,593			(2,472	)		15,555			(12,145	)
(Increase) decrease in other current assets		(956	)		3,454			297			1,156
Increase (decrease) in accounts payable		6,746			(7,220	)		1,568			(511	)
Increase (decrease) in accrued compensation		(1,279	)		(1,641	)		217			(2,859	)
Increase in deferred revenue		173			91			1,209			906
Increase (decrease) in other current liabilities		3,323			(6,733	)		(2,121	)		(6,520	)
Net cash provided by (used in) operating activities		12,486			(7,615	)		37,709			7,183
Cash flows from investing activities:
Purchase of property, plant and equipment		(1,417	)		(554	)		(3,405	)		(5,155	)
Proceeds from sale of investment		497			1,000			497			1,000
Increase in other long-term liabilities		(13	)		—			—			—
(Increase) decrease in long-term assets		(67	)		29			(134	)		(99	)
Net cash used in investing activities		(1,000	)		475			(3,042	)		(4,254	)
Cash flows from financing activities:
Payments of long-term debt and capital lease obligations		(49	)		(46	)		(192	)		(21,486	)
Proceeds from long-term debt		—			—			—			6,936
Stock repurchase		—			—			—			(113	)
Net proceeds from issuance of capital stock		119			32			1,004			3,639
Net cash provided by (used in) financing activities		70			(14	)		812			(11,024	)
Effect of exchange rate changes		(26	)		656			(559	)		936
Net increase (decrease) in cash and cash equivalents		11,530			(6,498	)		34,920			(7,159	)
Cash and cash equivalents at beginning of period		53,655			36,763			30,265			37,424
Cash and cash equivalents at end of period	$	65,185		$	30,265		$	65,185		$	30,265