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 16, 2012

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))

Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective as of November 16, 2012, Planar Systems, Inc. (the “Company”) and Bank of America, N.A. (the “Bank”) entered into a Fourth Amendment to Amended and Restated Credit Agreement (the “Amendment”). The Amendment amends the Amended and Restated Credit Agreement between the Company and the Bank dated as of December 1, 2009, as amended. The Amendment reduces the amount required to satisfy the tangible net worth covenant and increases the amount of the commitment fee. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 20, 2012, the Company issued a press release announcing its financial results for the fourth quarter and year ended September 28, 2012, and its expectations regarding certain financial results for the first quarter of fiscal 2013 (the “Earnings Release”). The Earnings 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 Earnings Release is furnished herewith as Exhibit 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), the Earnings Release contains non-GAAP financial measures that exclude share-based compensation and the requirements of Topic 718 of the FASB Accounting Standards Codification, “Compensation-Stock Compensation.” The non-GAAP financial measures also exclude impairment and restructuring charges, the amortization of intangible assets related to previous acquisitions, various tax charges including the valuation allowance against deferred tax assets, the gain or loss on foreign currency due to the non-cash nature of the charge, and various other adjustments. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial results should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Management uses the non-GAAP financial measures for internal managerial purposes, including as a means to compare period-to-period results on a consolidated basis and as a means to evaluate the Company’s results on a consolidated basis compared to those of other companies. In addition, management uses certain of these measures when publicly providing forward-looking statements on expectations regarding future consolidated basis financial results. The Company discloses this information to the public to enable investors who wish to more easily assess the Company’s performance on the same basis applied by management.

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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

10.1	Fourth Amendment to Amended and Restated Credit Agreement by and between Planar Systems, Inc. and Bank of America, N.A., entered into effective as of November 16, 2012.
99.1	Press release issued by Planar Systems, Inc. on November 20, 2012

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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 20, 2012.

PLANAR SYSTEMS, INC.
(Registrant)
By	/s/ Stephen M. Going
	Stephen M. Going
	Senior Vice President, General Counsel and Secretary

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EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is entered into as of November 16, 2012, among PLANAR SYSTEMS, INC., an Oregon corporation (the “Borrower”), and BANK OF AMERICA, N.A., a national banking association (the “Lender”).

RECITALS

A. Borrower and Lender are each a party to that certain Amended and Restated Credit Agreement dated as of December 1, 2009 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), pursuant to which and subject to the terms and conditions therein contained, Lender agreed to make loans to Borrower and to issue letters of credit for the account of Borrower.

B. The Credit Agreement contains certain financial covenants binding upon Borrower, including Section 6.12(a) thereof that requires Borrower to maintain Tangible Net Worth as of the end of each fiscal quarter equal to $48,000,000 plus 50% of net income (without subtracting net losses) of Borrower earned in each quarterly accounting period commencing after September 30, 2010.

C. Borrower has requested that Lender amend Section 6.12(a) of the Credit Agreement to require Borrower to maintain Tangible Net Worth as of the end of each fiscal quarter equal to $38,000,000 plus 50% of net income (without subtracting net losses) of Borrower earned in each quarterly accounting period commencing after June 30, 2012, which Lender has agreed to do, subject to the terms and conditions of this Amendment.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration receipt of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Definitions; Interpretation. All capitalized terms used in this Amendment and not otherwise defined herein have the meanings specified in the Credit Agreement. The rules of construction and interpretation specified in Sections 1.02 and 1.05 of the Credit Agreement also apply to this Amendment and are incorporated herein by this reference.

2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

(a) Amendment Section 1.01. In the definition of Applicable Rate set forth in Section 1.01, clause (d) thereof is amended and restated to read:

(d) with respect to the commitment fee, 0.30%.

(b) Amendment to Section 6.12. In Section 6.12, subsection (a) thereof is amended and restated to read:

(a) Tangible Net Worth. Maintain Tangible Net Worth as of the end of each fiscal quarter equal to $38,000,000, adjusted by adding 50% of net income (without subtracting net losses) of Borrower and its Subsidiaries on a consolidated basis, earned in each quarterly accounting period commencing after June 30, 2012.

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3. Conditions to Effectiveness. Notwithstanding anything contained herein to the contrary, this Amendment shall become effective as of November 16, 2012; provided that each of the following conditions is fully and simultaneously satisfied on or before November 23, 2012:

(a) Delivery of Amendment. Borrower and Lender shall have executed and delivered counterparts of this Amendment to each other;

(b) Confirmation of Guarantors. Each Guarantor shall have executed and delivered to Lender a Consent of Guarantors in the form of Annex 1 hereto;

(c) Authorization. Lender shall have received the following, each in form and substance and dated as of a date satisfactory to Lender:

(i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Lender may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, the attached Consent of Guarantors, and the other Loan Documents to which such Loan Party is a party;

(ii) such evidence as Lender may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of each Loan Party’s Organization Documents, certificates of good standing and/or qualification to engage in business; and

(d) Representations True; No Default. The representations of Borrower as set forth in Article V of the Credit Agreement shall be true on and as of the date of this Amendment with the same force and effect as if made on and as of this date or, if any such representation or warranty is stated to have been made as of or with respect to a specific date, as of or with respect to such specific date. No Event of Default and no event which, with notice or lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing or will occur as a result of the execution of this Amendment.

4. Representations and Warranties. Borrower hereby represents and warrants to Lender that each of the representations and warranties set forth in Article V of the Credit Agreement is true and correct as if made on and as of the date of this Amendment or, if any such representation or warranty is stated to have been made as of or with respect to a specific date, as of or with respect to such specific date. Borrower expressly agrees that it shall be an additional Event of Default under the Credit Agreement if any representation or warranty made by Borrower hereunder shall prove to have been incorrect in any material respect when made.

5. No Further Amendment. Except as expressly modified by this Amendment, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect and the parties hereby ratify their respective obligations thereunder. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

6. Reservation of Rights. Borrower acknowledges and agrees that the execution and delivery by Lender of this Amendment shall not be deemed to create a course of dealing or otherwise obligate Lender to forbear or execute similar amendments under the same or similar circumstances in the future.

7. Miscellaneous.

(a) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF OREGON; PROVIDED THAT LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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(c) Integration. This Amendment, together with the other Loan Documents, comprises the complete, final and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.

(d) Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(e) Certain Agreements Not Enforceable. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY LENDERS TO BE ENFORCEABLE.

IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment by its duly authorized officer as of the day and year first above written.

PLANAR SYSTEMS, INC., an Oregon corporation

By:

Name:

Title:

BANK OF AMERICA, N.A., a national banking association

By:

Name:

Title:

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Annex 1

CONSENT OF GUARANTORS

This CONSENT OF GUARANTORS (this “Consent”) is entered into as of as of November 16, 2012, by PLANAR CHINA LLC, an Oregon limited liability company (“Planar China”), CLARITY, A DIVISION OF PLANAR SYSTEMS, INC., an Oregon corporation (“Clarity”), PLANAR TAIWAN LLC, an Oregon limited liability company (“Planar Taiwan” and together with Planar China and Clarity, collectively, the “Guarantors” and individually, a “Guarantor”), to and in favor of BANK OF AMERICA, N.A., a national banking association (the “Lender”).

RECITALS

A. Planar Systems, Inc., an Oregon corporation (the “Borrower”), and Lender are party to that certain Amended and Restated Credit Agreement dated as of December 1, 2009 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. In connection with and as a condition to the obligation of Lender to make its initial Credit Extension under the Credit Agreement, each Guarantor and Runco International, LLC, an Oregon limited liability company (“Runco”), entered into that certain Amended and Restated Continuing Guaranty dated as of December 1, 2009 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Guaranty”), pursuant to which each Guarantor and Runco guaranteed, among other things, the payment and performance of the debts, liabilities, obligations, covenants and duties of, Borrower to Lender arising under the Credit Agreement and the other Loan Documents to which Borrower is a party.

C. On September 28, 2012, Runco merged with and into Borrower.

D. Borrower and Lender intend to enter into that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of October 12, 2012 (the “Amendment”), pursuant to which the Lender will agree to amend Section 6.12(a) of the Credit Agreement to reduce the minimum Tangible Net Worth that Borrower is required to maintain as of the end of each fiscal quarter.

E. It is a condition precedent to the effectiveness of the Amendment that each Guarantor enter into this Consent.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration receipt of which is hereby acknowledged, each Guarantor agrees as follows:

AGREEMENT

1. Definitions. Capitalized terms not otherwise defined in this Consent shall have the meanings given in the Guaranty, and if not defined therein shall have the meanings given in the Credit Agreement.

2. Consent. Each Guarantor hereby acknowledges that it has received a copy of the Credit Agreement and hereby consents to its contents, including all prior and current amendments to the Credit Agreement (notwithstanding that such consent is not required).

3. Ratification and Confirmation. Each Guarantor hereby ratifies and confirms each of its debts, liabilities, obligations, covenants and duties to Lender arising under the Guaranty and the other Loan Documents to which such Guarantor is a party. Each Guarantor hereby confirms and agrees that its guarantee of the payment and performance of the Guaranteed Obligations (as defined in the Guaranty) remains in full force and effect, and that the Guaranteed Obligations (as defined in the Guaranty) shall include the debts, liabilities, obligations, covenants and duties of, Borrower to Lender arising under the Credit Agreement and the other Loan Documents to which Borrower is a party.

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4. Representations and Warranties. Each Guarantor hereby represents and warrants to Lender that each of the representations and warranties set forth in Section 28 of the Guaranty is true and correct as if made on and as of the date of this Consent.

5. Governing Law. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF OREGON; PROVIDED THAT LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

6. Severability. Any provision of this Consent that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7. Certain Agreements Not Enforceable. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY LENDERS TO BE ENFORCEABLE.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each Guarantor have executed this Consent of Guarantors by its duly authorized officer as of the day and year first above written.

PLANAR CHINA LLC, an Oregon limited liability company

By:

Name:

Title:

CLARITY, A DIVISION OF PLANAR SYSTEMS, INC., an Oregon corporation

By:

Name:

Title:

PLANAR TAIWAN LLC, an Oregon limited liability company

By:

Name:

Title:

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EX-99.1

Exhibit 99.1

Planar Announces Fiscal Fourth Quarter and Full Year 2012 Financial Results

Company reports record quarterly Digital Signage product sales and Cash increase to $17.8 million

BEAVERTON, Ore. – November 20, 2012 – Planar Systems, Inc. (NASDAQ: PLNR), a worldwide leader in specialty display solutions, recorded sales of $41.4 million and GAAP loss per share of $0.23 in its fourth fiscal quarter ended September 28, 2012. On a Non-GAAP basis (see reconciliation table), loss per share was $0.10 in the fourth quarter of fiscal 2012. Sales for fiscal year 2012 were $171.4 million and GAAP loss per share was $0.81. On a Non-GAAP basis loss per share was $0.40 in fiscal 2012.

“While sales and earnings in the fourth quarter were below our expectations, I am pleased that we did a good job managing working capital, resulting in an increase to our cash position,” said Gerry Perkel, Planar’s President and Chief Executive Officer. “In addition, the fourth quarter represented our highest quarter ever for sales of digital signage products. While we are pleased with the progress in growing our digital signage product revenues, we did take some additional actions to reduce our expense levels as we enter our new fiscal year as our commercial and industrial product revenues have declined faster than we had anticipated.”

FOURTH QUARTER BUSINESS SUMMARY

• Began shipping Planar^® Mosaic™, a unique and versatile digital signage architectural design focused, video wall solution targeting the large and growing global wall covering market

• Began shipping the Planar^® UltraLux™ Series, a family of 70” and 80” LCD displays that feature a unique industrial design and forward-thinking engineering which bring current consumer electronics styling to the commercial digital signage market

• Announced the Planar^® Helium™ Series, a family of multi-touch desktop monitors designed to bring the touch experience alive when paired with a Microsoft^® Windows^® 8 device such as an Ultrabook™, tablet or desktop PC

FOURTH QUARTER FISCAL 2012 RESULTS

The Company’s total revenues decreased 7 percent compared to the third quarter of fiscal 2012 and declined 19 percent compared to the fourth quarter of fiscal 2011. Geographic results (in terms of quarterly revenue compared with the fourth quarter of fiscal 2011) decreased in all three Geographic regions, with the Americas decreasing 20 percent, Asia Pacific decreasing 17 percent, and Europe, the Middle East and Africa (EMEA) decreasing 17 percent. Sales of Digital Signage products totaled $13.6 million in the fourth quarter of 2012, a 20 percent increase from the same period a year ago. This increase was driven by higher sales of tiled LCD systems and signage monitors, which increased 18 percent and 57 percent respectively compared with the same period a year ago. In addition, sales of digital signage products increased in all three Geographic regions compared with the same period last year. Sales of Commercial and Industrial (C&I) products declined 30 percent to $27.8 million compared with the same quarter a year ago. This decrease was primarily driven by lower sales of Electroluminescent (EL) displays, rear-projection cubes, desktop monitors, and high-end home products, partially offset by increased sales of touch monitors which grew 42 percent compared to the same period a year ago.

The Company’s consolidated gross profit margin (on a Non-GAAP basis) was 17.3 percent in the fourth quarter of 2012, down from 26.8 percent in the fourth quarter of 2011 (see reconciliation table). The decrease in gross profit margin, as a percent of sales, from the previous year was primarily due to the under-absorption of expenses in certain production areas with a relatively higher fixed cost basis, such as EL production facilities, and an unfavorable product mix with a smaller proportion of total revenue derived from sales of relatively higher margin products such as rear-projection cubes.

Total operating expenses (on a Non-GAAP basis) for the fourth quarter of 2012 decreased $2.9 million, or 21 percent, to $10.5 million compared with the same quarter a year ago, as expenses declined in all functions as a result of cost reduction measures implemented earlier in fiscal 2012, partially offset by increased project related expenses in research and development.

The Company’s cash balance increased $1.6 million sequentially to $17.8 million at the end of the fourth quarter compared to the end of the third quarter of fiscal 2012. The increase in cash was primarily caused by a reduction in inventory and accounts receivable, which was partially offset by a reduction in accounts payable and the loss incurred.

BUSINESS OUTLOOK

Looking forward, the Company remains committed to transforming its business to be more focused on markets that are growing, like digital signage, and becoming profitable, including pursuing further actions intended to more rapidly effect the Company’s strategic transformation and drive higher levels of shareholder value. In the near term, for the first quarter of fiscal 2013, the Company expects continued revenue growth in sales of digital signage products both compared to the first quarter of last year and the fourth quarter of 2012. As a result, the Company currently anticipates revenue in the range of $44 to $48 million and a Non-GAAP loss of $0.05 to a Non-GAAP profit of $0.01 in the first quarter of 2013.

Results of operations and the business outlook will be discussed in a conference call today, November 20, 2012, beginning at 2:00 PM Pacific Time. The call can be heard via the Internet through a link on Planar’s website, www.planar.com, or through numerous other investor sites, and will be available for replay until December 20, 2012. The Company intends to post on its website a transcript of the prepared management commentary from the conference call shortly after the conclusion of the call.

ABOUT PLANAR

Planar Systems Inc. (NASDAQ: PLNR) is a global leader in digital display technology providing premier solutions for the world’s most demanding environments. Retailers, educational institutions, government agencies, businesses, utilities and energy firms, and home theater enthusiasts all depend on Planar to provide superior performance when image experience is of the highest importance. Planar solutions are used by the world’s leading organizations in applications ranging from digital signage to simulation and from interactive kiosks to large-scale data visualization. Founded in 1983, Planar is headquartered in Oregon, USA, with offices, manufacturing partners, and customers worldwide. For more information, visit www.planar.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 relating to Planar’s business operations and prospects, including statements relating to the Company’s expected levels of revenue and revenue growth, gross profit levels and gross profit rates, and operating expense levels for the first quarter of fiscal 2013, and the other statements made under the heading “Business Outlook,”. These statements are made pursuant to the safe harbor provisions of the federal securities laws. These and other forward-looking statements, which may be identified by the inclusion of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “goal” and variations of such words and other similar expressions, are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Many factors, including the following, could cause actual results to differ materially from the forward-looking statements: poor or further weakened domestic and international business and economic conditions; changes or continued reductions in the demand for products in the various display markets served by the Company; any delay in the timing of customer orders or the Company’s ability to ship product upon receipt of a customer order; the extent and timing of any additional expenditures by the Company to address business growth opportunities; any inability to reduce costs or to do so quickly enough, in either case, in response to reductions in revenue; adverse impacts on the Company or its operations relating to or arising from any inability to fund desired expenditures, including due to difficulties in obtaining necessary financing; changes in the flat-panel monitor industry; changes in customer demand or ordering patterns; changes in the competitive environment including pricing pressures or the ability to keep pace with technological changes; technological advances; shortages of manufacturing capacity from the Company’s third-party manufacturing partners or other interruptions in the supply of components the Company incorporates in its finished goods including as a result of natural disasters like the recent earthquakes and tsunami in Japan; future production variables resulting in excess inventory and other risk factors listed from time to time in the Company’s periodic filings with the Securities and Exchange Commission (SEC). 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.

MEDIA CONTACTS: Kim Brown Planar Systems, Inc. 503.748.6724 kim.brown@planar.com INVESTOR CONTACTS: Ryan Gray Planar Systems, Inc. 503.748.8911 ryan.gray@planar.com

Note Regarding the Use of Non-GAAP Financial Measures:

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), the Company’s earnings release contains Non-GAAP financial measures that exclude share-based compensation and the requirements of Topic 718 of the FASB Accounting Standards Codification^TM, “Compensation-Stock Compensation”. The Non-GAAP financial measures also exclude impairment and restructuring charges, the amortization of intangible assets related to previous acquisitions, various tax charges including the valuation allowance against deferred tax assets, the gain or loss on foreign currency due to the non-cash nature of the charge, and various other adjustments. The Non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The Non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the Non-GAAP financial measures to the most directly comparable GAAP financial measures.

Planar Systems, Inc.

Consolidated Statement of Operations

(In thousands, except per share amounts)

(unaudited)

	Three months ended						Twelve months ended
	Sept. 28, 2012			Sept. 30, 2011			Sept. 28, 2012			Sept. 30, 2011
Sales	$	41,400		$	51,125			171,354		$	186,504
Cost of Sales		34,291			37,453			136,718			134,365
Gross Profit		7,109			13,672			34,636			52,139
Operating Expenses:
Research and development, net		2,787			2,780			10,592			10,748
Sales and marketing		5,180			7,040			24,842			25,929
General and administrative		3,040			4,197			13,987			16,836
Amortization of intangible assets		171			456			696			1,992
Impairment and restructuring charges		404			1,060			922			1,060
Total Operating Expenses		11,582			15,533			51,039			56,565
Income (Loss) from operations		(4,473	)		(1,861	)		(16,403	)		(4,426	)
Non-operating income (expense):
Interest, net		(22	)		(1	)		(15	)		22
Foreign exchange, net		(44	)		496			479			(334	)
Other, net		49			(92	)		499			130
Net non-operating income (expense)		(17	)		403			963			(182	)
Income (loss) before taxes		(4,490	)		(1,458	)		(15,440	)		(4,608	)
Provision (benefit) for income taxes		138			(48	)		742			98
Net Income (loss)	$	(4,628	)	$	(1,410	)	$	(16,182	)	$	(4,706	)
Net Income (loss) per share - basic	$	(0.23	)	$	(0.07	)	$	(0.81	)	$	(0.24	)
Net Income (loss) per share - diluted	$	(0.23	)	$	(0.07	)	$	(0.81	)	$	(0.24	)
Weighted average shares outstanding - basic		20,258			19,594			20,083			19,419
Weighted average shares outstanding - diluted		20,258			19,594			20,083			19,419

Planar Systems, Inc.

Consolidated Balance Sheets

(In thousands)

(unaudited)

	Sept. 28, 2012			Sept. 30, 2011
ASSETS
Cash	$	17,768		$	22,231
Accounts receivable, net		18,604			25,881
Inventories		31,984			42,967
Other current assets		2,829			4,587
Total current assets		71,185			95,666
Property, plant and equipment, net		3,554			4,265
Intangible assets, net		565			1,261
Other assets		6,580			4,110
	$	81,884		$	105,302
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable		11,686			15,549
Current portion of capital leases		449			—
Deferred revenue		1,659			2,339
Other current liabilities		15,915			18,485
Total current liabilities		29,709			36,373
Other long-term liabilities		5,656			6,270
Total liabilities		35,365			42,643
Common stock		184,556			182,826
Retained earnings (deficit)		(134,751	)		(118,096	)
Accumulated other comprehensive loss		(3,286	)		(2,071	)
Total shareholders’ equity		46,519			62,659
	$	81,884		$	105,302

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, unaudited)

	For the three months ended
	Sept. 28, 2012			Sept. 30, 2011
Gross Profit:
GAAP Gross Profit		7,109			13,672
Share-based compensation		34			15
Total Non-GAAP adjustments		34			15
NON-GAAP GROSS PROFIT		7,143			13,687
NON-GAAP GROSS PROFIT PERCENTAGE		17.3	%		26.8	%
Research and Development:
GAAP Research and development expense		2,787			2,780
Share-based compensation		(45	)		(53	)
Total Non-GAAP adjustments		(45	)		(53	)
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSE		2,742			2,727
Sales and Marketing:
GAAP Sales and marketing expense		5,180			7,040
Share-based compensation		(90	)		(154	)
Total Non-GAAP adjustments		(90	)		(154	)
NON-GAAP SALES AND MARKETING EXPENSE		5,090			6,886
General and Administrative:
GAAP General and administrative Expense		3,040			4,197
Share-based compensation		(370	)		(455	)
Total Non-GAAP adjustments		(370	)		(455	)
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSE		2,670			3,742
Operating Expenses:
GAAP Total Operating Expenses		11,582			15,533
Share-based compensation		(505	)		(662	)
Amortization of intangible assets		(171	)		(456	)
Impairment and restructuring charges		(404	)		(1,060	)
Total Non-GAAP adjustments		(1,080	)		(2,178	)
NON-GAAP TOTAL OPERATING EXPENSES		10,502			13,355

Reconciliation of GAAP to Non-GAAP Financial Measures Continued

(In thousands, unaudited)

	For the three months ended
	Sept. 28, 2012			Sept. 30, 2011
Income (Loss) from Operations:
GAAP income (loss) from operations		(4,473	)		(1,861	)
Share-based compensation		539			677
Amortization of intangible assets		171			456
Impairment and restructuring charges		404			1,060
Total Non-GAAP adjustments		1,114			2,193
NON-GAAP INCOME (LOSS) FROM OPERATIONS		(3,359	)		332
Income (Loss) before taxes & EBITDA:
GAAP income (loss) before taxes		(4,490	)		(1,458	)
Share-based compensation		539			677
Amortization of intangible assets		171			456
Impairment and restructuring charges		404			1,060
Foreign exchange, net		44			(496	)
Total Non-GAAP adjustments		1,158			1,697
NON-GAAP INCOME (LOSS) BEFORE TAXES		(3,332	)		239
Depreciation		383			560
NON-GAAP EBITDA		(2,949	)		799
Net Income (Loss):
GAAP Net Income (loss)		(4,628	)		(1,410	)
Share-based compensation		539			677
Amortization of intangible assets		171			456
Impairment and restructuring charges		404			1,060
Foreign exchange, net		44			(496	)
Income tax effect of reconciling items		1,388			(72	)
Total Non-GAAP adjustments		2,546			1,625
NON-GAAP NET INCOME (LOSS)		(2,082	)		215
GAAP weighted average shares outstanding—basic		20,258			19,594
NON-GAAP weighted average shares outstanding—diluted		20,258			19,979
GAAP Net Income (Loss) per share - basic	$	(0.23	)	$	(0.07	)
Non-GAAP adjustments detailed above		0.13			0.08
NON-GAAP NET INCOME PER SHARE (basic)	$	(0.10	)	$	0.01
GAAP Net Income (Loss) per share - diluted	$	(0.23	)	$	(0.07	)
Non-GAAP adjustments detailed above		0.13			0.08
NON-GAAP NET INCOME PER SHARE (diluted)	$	(0.10	)	$	0.01

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, unaudited)

	For the twelve months ended
	Sept. 28, 2012			Sept. 30, 2011
Gross Profit:
GAAP Gross Profit		34,636			52,139
Share-based compensation		102			59
Total Non-GAAP adjustments		102			59
NON-GAAP GROSS PROFIT		34,738			52,198
NON-GAAP GROSS PROFIT PERCENTAGE		20.3	%		28.0	%
Research and Development:
GAAP Research and development expense		10,592			10,748
Share-based compensation		(144	)		(212	)
Total Non-GAAP adjustments		(144	)		(212	)
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSE		10,448			10,536
Sales and Marketing:
GAAP Sales and marketing expense		24,842			25,929
Share-based compensation		(203	)		(534	)
Total Non-GAAP adjustments		(203	)		(534	)
NON-GAAP SALES AND MARKETING EXPENSE		24,639			25,395
General and Administrative:
GAAP General and administrative Expense		13,987			16,836
Share-based compensation		(1,155	)		(1,458	)
Total Non-GAAP adjustments		(1,155	)		(1,458	)
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSE		12,832			15,378
Operating Expenses:
GAAP Total Operating Expenses		51,039			56,565
Share-based compensation		(1,502	)		(2,204	)
Amortization of intangible assets		(696	)		(1,992	)
Impairment and restructuring charges		(922	)		(1,060	)
Total Non-GAAP adjustments		(3,120	)		(5,256	)
NON-GAAP TOTAL OPERATING EXPENSES		47,919			51,309

Reconciliation of GAAP to Non-GAAP Financial Measures Continued

(In thousands, unaudited)

	For the twelve months ended
	Sept. 28, 2012			Sept. 30, 2011
Income (Loss) from Operations:
GAAP income (loss) from operations		(16,403	)		(4,426	)
Share-based compensation		1,604			2,263
Amortization of intangible assets		696			1,992
Impairment and restructuring charges		922			1,060
Total Non-GAAP adjustments		3,222			5,315
NON-GAAP INCOME (LOSS) FROM OPERATIONS		(13,181	)		889
Income (Loss) before taxes & EBITDA:
GAAP income (loss) before taxes		(15,440	)		(4,608	)
Share-based compensation		1,604			2,263
Amortization of intangible assets		696			1,992
Impairment and restructuring charges		922			1,060
Foreign exchange, net		(479	)		334
Total Non-GAAP adjustments		2,743			5,649
NON-GAAP INCOME (LOSS) BEFORE TAXES		(12,697	)		1,041
Depreciation		1,977			2,163
NON-GAAP EBITDA		(10,720	)		3,204
Income (loss) from continuing operations:
GAAP net income (loss)		(16,182	)		(4,706	)
Share-based compensation		1,604			2,263
Amortization of intangible assets		696			1,992
Impairment and restructuring charges		922			1,060
Foreign exchange, net		(479	)		334
Income tax effect of reconciling items		5,503			(7	)
Total Non-GAAP adjustments		8,246			5,642
NON-GAAP NET INCOME (LOSS)		(7,936	)		936
GAAP weighted average shares outstanding—basic		20,083			19,419
NON-GAAP weighted average shares outstanding—diluted		20,083			19,793
GAAP Net Income (Loss) per share - basic	$	(0.81	)	$	(0.24	)
Non-GAAP adjustments detailed above		0.41			0.29
NON-GAAP NET INCOME (LOSS) PER SHARE (basic)	$	(0.40	)	$	0.05
GAAP Net Income (Loss) per share - diluted	$	(0.81	)	$	(0.24	)
Non-GAAP adjustments detailed above	$	0.41		$	0.29
NON-GAAP NET INCOME (LOSS) PER SHARE (diluted)	$	(0.40	)	$	0.05