8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

August 5, 2015

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)	(IRS Employer Identification No.)

1195 NW Compton Drive

Beaverton, Oregon 97006

(Address of principal executive offices, including zip code)

(503) 748-1100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

¨ 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

On August 5, 2015, Planar Systems, Inc., Clarity, a division of Planar Systems, Inc., Planar China LLC and Planar Taiwan LLC (collectively, the “Company”) entered into a First Amendment to Loan and Security Agreement (the “Amendment”) with Silicon Valley Bank (“SVB”). The Amendment modifies the original Loan and Security Agreement dated as of November 21, 2013 between the Company and SVB (the “Credit Agreement”). The Amendment increases the Company’s borrowing capacity under the Credit Agreement from $12 million to $14 million and extends the term of the Credit Agreement for an additional two year term, expiring on August 5, 2017.

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition

On August 6, 2015, Planar Systems, Inc. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended June 26, 2015, and its expectations regarding certain financial results for the fourth quarter and for the full 2015 fiscal year (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 the forward-looking statements. 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this report:

Exhibit	Description
10.1	First Amendment to Loan and Security Agreement dated August 5, 2015 by and between Silicon Valley Bank; Planar Systems, Inc.; Clarity, a Division of Planar Systems, Inc.; Planar China LLC and Planar Taiwan LLC
99.1	Press Release of Planar Systems, Inc. dated August 6, 2015

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 hereunto duly authorized.

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

Date: August 6, 2015

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 5^th day of August, 2015, by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”) and (ii) PLANAR SYSTEMS, INC., an Oregon corporation (“Planar”), CLARITY, A DIVISION OF PLANAR SYSTEMS, INC., an Oregon corporation (“Clarity”), PLANAR CHINA LLC, an Oregon limited liability company (“Planar China”) and PLANAR TAIWAN LLC, an Oregon limited liability company (“Planar Taiwan” and together with Planar, Clarity and Planar China, individually and collectively, jointly and severally, the “Borrower”).

RECITALS

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of November 21, 2013, (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Bank amend the Loan Agreement to (i) increase the Revolving Line, (ii) extend the Revolving Line Maturity Date and (iii) make certain other revisions to the Loan Agreement as more fully set forth herein.

D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2. Amendments to Loan Agreement.

2.1 Section 2.4(b) (Termination Fee). Section 2.4(b) is amended in its entirety and replaced with the following:

(b) [Reserved].

2.2 Section 2.4(c) (Unused Revolving Line Facility Fee). Section 2.4(c) is amended in its entirety and replaced with the following:

(c) Unused Revolving Line Facility Fee. Payable monthly in arrears, on the last day of each month occurring thereafter prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to four-tenths of one percent (0.40%) per annum of the average unused portion of the Revolving Line, as determined by Bank; provided that during a Quarterly Streamline Period or a Monthly Streamline Period, such fee shall be reduced to one-quarter of one percent (0.25%) per annum of the average unused portion of the Revolving Line, as determined by Bank. The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line (including, without limitation, the Non-formula Availability Amount), and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding plus the sum of the aggregate amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve);

2.3 Section 6.6 (Access to Collateral; Books and Records). Section 6.6 is amended in its entirety and replaced with the following:

6.6 Access to Collateral; Books and Records. At reasonable times, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and shall occur no more often than once every twelve (12) months (or more frequently as Bank shall determine is necessary); provided, that no such inspections and audits shall be conducted while a Streamline Period remains in effect. The charge for each such inspection/audit shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

2.4 Section 6.8 (Operating Accounts). Section 6.8 is amended in its entirety and replaced with the following:

6.8 Operating Accounts.

(a) Maintain all of its and all of its Subsidiaries’ domestic operating and other deposit accounts and securities accounts located in the United States with Bank and Bank’s Affiliates;

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(b) Provide Bank five (5) days prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account located in the United States that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account, is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account, in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts (i) located outside the United States, or (ii) exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

2.5 Section 6.9 (Financial Covenants). Section 6.9 is amended in its entirety and replaced with the following:

6.9 Financial Covenants.

(a) Tangible Net Worth. From and after the First Amendment Effective Date, maintain at all times, subject to periodic reporting as of (i) during a Quarterly Streamline Period, the last day of each quarter; and (ii) at all other times when a Quarterly Streamline Period is not in effect, the last day of each calendar month, on a consolidated basis with respect to Borrower and its Subsidiaries, a Tangible Net Worth of at least Thirty Two Million Two Hundred Fifty One Thousand Dollars ($32,251,000), increasing by (i) fifty percent (50%) of quarterly Net Income and (ii) seventy-five percent (75%) of the net proceeds from issuances after the First Amendment Effective Date of additional equity by Borrower and the principal amount of Subordinated Debt issued by Borrower.

(b) Maximum Capital Expenditures. Do not exceed at any time, subject to periodic reporting as of (i) during a Quarterly Streamline Period, the last day of each quarter; and (ii) at all other times when a Quarterly Streamline Period is not in effect, the last day of each calendar month, Capital Expenditures, measured on a cumulative basis, on a consolidated basis with respect to Borrower and its Subsidiaries, in excess of Two Million Dollars ($2,000,000) in the aggregate in any fiscal year.

2.6 Section 13.1 (Definitions). The following terms and their respective definitions are hereby deleted:

“Existing Accounts” is defined in Section 6.8(a).

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“Existing Accounts Trigger Date” is the date that the Existing Accounts are either (i) closed, with all proceeds thereof transferred to an account of Borrower maintained at Bank or (ii) subject to a Control Agreement in favor of Bank.

2.7 Section 13.1 (Definitions). The following terms and their respective definition are hereby deleted and replaced with the following:

“Revolving Line” is an aggregate principal amount (including, without limitation, any outstanding Non-formula Advances), not to exceed Fourteen Million Dollars ($14,000,000) outstanding at any time.

“Revolving Line Maturity Date” is August 5, 2017.

2.8 Section 13 (Definitions). The following new terms and their respective definitions are hereby inserted in Section 13.1, each in its applicable alphabetical order:

“First Amendment Effective Date” is August 5, 2015.

2.9 Compliance Certificate. The Compliance Certificate attached as Exhibit D to the Loan Agreement is amended in its entirety and replaced with Exhibit A attached hereto.

3. Limitation of Amendments.

3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1 Immediately after giving effect to this Amendment (including, without limitation Section 6 below), (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date), and (b) no Event of Default has occurred and is continuing;

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4.2 Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

4.3 In connection with this Amendment, Planar has delivered to Bank its Amended and Restated Articles of Incorporation. All other organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and

4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5. Fees. Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this Amendment and the existing Loan Documents.

6. Updated Perfection Certificate. In connection with this Amendment, Borrower has delivered to Bank an updated Perfection Certificate, dated on or about the date hereof (the “Updated Perfection Certificate”). Such Updated Perfection Certificate amends, restates and replaces in its entirety the Perfection Certificate previously delivered by Borrower to Bank. From and after the date hereof, each reference in any Loan Document to the “Perfection Certificate” shall be deemed to be a reference to the Updated Perfection Certificate. Borrower acknowledges, confirms and agrees the disclosures and information Borrower provided to Bank in said Updated Perfection Certificate are true and complete as of the date hereof.

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7. Ratification of Loan Documents. Other than as may be supplemented, amended or otherwise updated through and including the date hereof, Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in the Loan Documents, and acknowledges, confirms and agrees that the disclosures and information provided to Bank in each Loan Document have not changed, as of the date hereof.

8. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

9. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

10. No Defenses of Borrower. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise as of the date hereof, and that if Borrower now has, or ever did have prior to the date hereof, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.

11. Effectiveness/Conditions Precedent. This Amendment shall be deemed effective on the First Amendment Effective Date upon:

(a) the due execution and delivery to Bank of this Amendment, by each party hereto;

(b) Borrower’s payment to Bank of the fees described in Section 5 above;

(c) a duly executed Secretary’s Certificate (with attachments, as necessary) for each Borrower;

(d) updated evidence of insurance, in form and substance acceptable to Bank; and

(e) such other documents, as Bank shall reasonably request.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

PLANAR SYSTEMS, INC.		CLARITY, A DIVISION OF PLANAR SYSTEMS, INC.
By	/s/ Gerald K. Perkel	By	/s/ Gerald K. Perkel
Name:	Gerald K. Perkel	Name:	Gerald K. Perkel
Title:	President and Chief Executive Officer	Title:	President and Chief Executive Officer

PLANAR TAIWAN LLC		PLANAR CHINA LLC
By	/s/ Gerald K. Perkel	By:	/s/ Gerald K. Perkel
Name:	Gerald K. Perkel	Name:	Gerald K. Perkel
Title:	President and Chief Executive Officer	Title:	President and Chief Executive Officer

BANK:
SILICON VALLEY BANK
By	/s/ Mark Peterson
Name:	Mark Peterson
Title:	Managing Director

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Exhibit A to First Amendment

EXHIBIT D

COMPLIANCE CERTIFICATE

TO: SILICON VALLEY BANK Date:

FROM: PLANAR SYSTEMS, INC., et al

The undersigned authorized officer of Planar Systems, Inc. (for itself and on behalf of each other “Borrower”, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending                              with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant	Required	Complies
Monthly consolidated and consolidating financial statements – Borrower prepared	Monthly within 30 days when not on a Quarterly Streamline Period	Yes     No
Quarterly consolidated financial statements	Quarter end within 30 days for each quarterly period in which Borrower is in a Quarterly Streamline Period and is not required to file with the SEC	Yes     No
Quarterly consolidating financial statements – Borrower prepared	Quarter end within 30 days for each quarterly period in which Borrower is in a Quarterly Streamline Period	Yes     No

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Compliance Certificate	(i) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month	Yes     No
Annual financial statement (CPA Audited) (on a consolidated basis)	FYE within 120 days for each FYE in which Borrower is not required to file with the SEC	Yes     No
10-Q, 10-K and 8-K	Within 5 days after filing with SEC	Yes     No
A/R & A/P Agings	(i) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month	Yes     No
Transaction Reports	(i) with each request for an Advance; (ii) during a Quarterly Streamline Period, quarterly, within thirty (30) days after the end of each quarter; (iii) during a Monthly Streamline Period, monthly, within thirty (30) days after the end of each month; and (iii) weekly, on the last business Day of each week when a Streamline Period is not in effect	Yes     No
Projections	within thirty (30) days prior to the end of each fiscal year of Borrower and as updated and/or amended	Yes     No
The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”)

Financial Covenant	Required	Actual	Complies
Maintain as indicated:
Minimum Tangible Net Worth	*	$_______	Yes     No
Maximum Capital Expenditures	**	$________	Yes     No

* See Section 6.9(a) of the Loan and Security Agreement

** See Section 6.9(b) of the Loan and Security Agreement

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	Interest Rate	Applies
unrestricted cash plus the unused Availability Amount (excluding, in each calculation, any unused portion of the Non-formula Availability Amount)
> $12,000,000	LIBOR + 2.25%; Prime + 0.25%	Yes     No
< $12,000,000	Prime + 0.75% (LIBOR Not Applicable)	Yes     No

The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

Planar Systems, Inc., for itself and each other Borrower	BANK USE ONLY
	Received by:
By:		AUTHORIZED SIGNER
Name:	Date:
Title:	Verified:
		AUTHORIZED SIGNER
	Date:
	Compliance Status: Yes     No

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Schedule 1 to Compliance Certificate

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:                             

I. Tangible Net Worth (Section 6.9(a))

Required: From and after the First Amendment Effective Date, maintain at all times, subject to periodic reporting as of (i) during a Quarterly Streamline Period, the last day of each quarter; and (ii) at all other times when a Quarterly Streamline Period is not in effect, the last day of each calendar month, on a consolidated basis with respect to Borrower and its Subsidiaries, a Tangible Net Worth of at least Thirty Two Million Two Hundred Fifty One Thousand Dollars ($32,251,000), increasing by (i) fifty percent (50%) of quarterly Net Income and (ii) seventy-five percent (75%) of the net proceeds from issuances after the First Amendment Effective Date of additional equity by Borrower and the principal amount of Subordinated Debt issued by Borrower.

Actual:

A.	Consolidated total assets of Borrower and its Subsidiaries	$
B.	Goodwill	$
C.	Intangible items including unamortized debt discount and expense, Patents, Trademarks, Copyrights, and research and development expenses except prepaid expenses	$
D.	Notes, accounts receivable and other obligations owing to Borrower from its officers or other Affiliates	$
E.	Reserves not already deducted from assets	$
F.	Without duplication, outstanding amounts due to Borrower pursuant to that certain promissory note made by Benaq Product Oy	$
G.	Total Liabilities	$
H.	Subordinated Debt	$
I.	TANGIBLE NET WORTH [line A minus line B minus line C minus line D minus line E minus line F minus line G plus line H]	$

Is line I equal to or greater than the sum of (i) $32,251,000, plus (ii) fifty percent (50%) of quarterly Net Income plus (iii) seventy-five percent (75%) of the net proceeds from issuances of additional equity by Borrower after the First Amendment Effective Date and the principal amount of Subordinated Debt issued by Borrower?

             No, not in compliance              Yes, in compliance

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II. Maximum Capital Expenditures (Section 6.9(b))

Required: Do not exceed at any time, subject to periodic reporting as of (i) during a Quarterly Streamline Period, the last day of each quarter; and (ii) at all other times when a Quarterly Streamline Period is not in effect, the last day of each calendar month, Capital Expenditures, measured on a cumulative basis, on a consolidated basis with respect to Borrower and its Subsidiaries, in excess of Two Million Dollars ($2,000,000) in the aggregate in any fiscal year.

Actual:

A. Capital Expenditures – fiscal year total $                    

Is line A equal to or less than $2,000,000 for any fiscal year?

             No, not in compliance              Yes, in compliance

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EX-99.1

Exhibit 99.1

Planar Reports Fiscal Third Quarter 2015 Financial Results

Digital Signage Product Sales up 19% to $25.3 Million, Driving $0.02 Non-GAAP EPS

BEAVERTON, Ore. – August 6, 2015 – Planar Systems, Inc. (NASDAQ: PLNR), a global leader in display and digital signage technology, reported financial results for the fiscal third quarter ended June 26, 2015.

Fiscal Q3 2015 Financial Highlights (compared to the same year-ago quarter)

• Digital Signage (DS) product sales up 19% to $25.3 million and 60% of total revenue.

• Non-GAAP gross profit up 7% to $11.4 million or 26.9% of revenue (see reconciliation to GAAP, below).

• Non-GAAP net income totaled $503,000 or $0.02 per diluted share (see reconciliation to GAAP, below).

• Non-GAAP EBITDA (earnings before interest, taxes, depreciation, amortization, and non-cash stock-based compensation) totaled $1.1 million (see reconciliation to GAAP, below).

Fiscal Q3 2015 Key Financial Metrics

(in millions except per share data and percentages)	Q3 2015			vs. Q3 2014			Change			Change (%)
Revenue	$	42.5		$	43.9		$	(1.4	)		-3	%
Gross Profit	$	11.4		$	10.7		$	0.7			7	%
GAAP Net Income (Loss)	$	(0.3	)	$	0.7		$	(1.0	)		-142	%
GAAP EPS	$	(0.01	)	$	0.03		$	(0.04	)		-136	%
Non-GAAP Gross Profit	$	11.4		$	10.7		$	0.7			7	%
Non-GAAP Gross Profit (%)		26.9	%		24.4	%		2.5	%		10	%
Non-GAAP Net Income	$	0.5		$	1.1		$	(0.6	)		-53	%
Non-GAAP EPS	$	0.02		$	0.05		$	(0.03	)		-60	%
Non-GAAP EBITDA	$	1.1		$	1.6		$	(0.5	)		-33	%
Non-GAAP EBITDA (%)		2.5	%		3.7	%		-1.2	%		-32	%

* For each of the non-GAAP figures above, please see the reconciliation to GAAP figures presented below.

Fiscal Q3 2015 Operational Highlights

• Planar^® DirectLight™ LED Video Wall System won four industry awards at InfoComm 2015, including “Best Digital Signage Hardware.”

• Added more than 50 new resellers to Planar’s reseller network.

Fiscal Q3 2015 Financial Results

Total revenue decreased 3% to $42.5 million, compared to $43.9 million in the third quarter of fiscal 2014. The decrease was primarily due to a 24% decrease in sales of the company’s Commercial & Industrial (C&I) products, which totaled $17.2 million (or 40% of total revenue) compared to $22.5 million (or 51% of total revenue) in the same year-ago period. The decrease was partially offset by a 19% increase in sales of the company’s DS products, which totaled $25.3 million (or 60% of total revenue) compared to $21.4 million (or 49% of total revenue) in the same year-ago period.

Consolidated gross profit margin as a percentage of sales (on a non-GAAP basis) was 26.9%, an improvement from 24.4% in the third quarter of fiscal 2014 (see reconciliation to GAAP, below). The increase was due to a change in the mix of products sold towards higher margin DS products as well as higher gross profit rates on sales of DS products compared to the same quarter a year ago.

Non-GAAP operating expenses totaled $10.9 million, compared to $9.6 million in the same quarter last year (see reconciliation to GAAP, below). The increase was primarily due to higher sales and marketing expenses.

GAAP net loss totaled $293,000 or $(0.01) per diluted share, compared to GAAP net income of $706,000 or $0.03 per diluted share in the third quarter of fiscal 2014.

Non-GAAP net income totaled $503,000 or $0.02 per diluted share, compared to $1.1 million or $0.05 per diluted share in the same year-ago quarter (see reconciliation to GAAP, below).

Non-GAAP EBITDA totaled $1.1 million, compared to $1.6 million in the third quarter of fiscal 2014 (see reconciliation to GAAP, below).

At quarter end, the company’s cash balance totaled $16.4 million, up from $16.2 million at March 27, 2015.

Management Commentary

“We are pleased that our third quarter results were somewhat better than our expectations in terms of profits and that once again we achieved double digit growth in our digital signage product lines,” said Gerry Perkel, Planar’s president and CEO. “Our performance during the third quarter reflected our continued progress in transforming our business model enabling a more profitable and higher-growth company. In fact, revenue generated by digital signage product sales accounted for 60% of total revenue. This record mix of DS product sales drove a 250 basis point improvement in our non-GAAP gross profit margins to its highest level since we shifted our focus to digital signage in 2011.

“Our success in growing sales of our digital signage products is the result of our go-to-market strategy that includes a steady flow of innovative new products. Along those lines, our new DirectLight LED Video Wall System continues to garner industrywide acclaim and customer interest for its exquisite visual performance in mission-critical, 24/7 environments.

“We entered the final quarter of our fiscal year achieving another milestone, as we began shipping DirectLight to initial customers. We expect to continue to convert the growing interest in DirectLight into meaningful customer orders through the remainder of the year and onward. We believe there exists the potential for strong, long-term growth for indoor LED video walls, and we are well positioned to capitalize on that growth.”

Financial Outlook

“Looking ahead, fiscal 2015 remains on track to be a year of significant profit improvement, with the growth in Digital Signage revenue supporting improved profitability,” said Perkel. “We expect our expanding product portfolio and strong sales pipeline to drive further improvement in fiscal 2016.”

Given the company’s current orders and sales pipeline, management expects fiscal fourth quarter 2015 revenue to be between $49 million and $51 million, and non-GAAP net income is expected to range between $0.10 and $0.12 per diluted share. For the full fiscal year 2015, revenue is expected to be between $196 million and $198 million, which would represent an increase of 10% to 11% compared to fiscal 2014. Non-GAAP net income for fiscal 2015 is expected to range between $0.37 and $0.39 per diluted share, which would represent an increase of 37% to 44% compared to $0.27 per diluted share in fiscal 2014.

Conference Call

Management will discuss the results of operations and business outlook on a conference call later today (August 6, 2015) at 5:00 p.m. Eastern time (2:00 p.m. Pacific time).

Planar President and CEO Gerry Perkel and CFO Ryan Gray will host the call, followed by a question and answer period.

U.S. dial-in: (888) 680-0890

International dial-in: (617) 213-4857

Participant Passcode: 11570324

The conference call will be broadcasted live and available for replay via the investor section of the company’s website here.

Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at (949) 574-3860.

A replay of the call will be available after 9:00 p.m. Eastern time on the same day through September 5, 2015.

U.S. replay dial-in: (888) 286-8010

International replay dial-in: (617) 801-6888

Replay ID: 98459831

About Planar Systems

Planar Systems, Inc. (NASDAQ: PLNR) is a global leader in display and digital signage 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 video walls, large format LCD displays, interactive touch screen monitors and many other 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 under the “Management Commentary” and “Financial Outlook” heading relating to continued progress in transforming our business model, growing interest in our DirectLight product

and resulting customer orders, growth in the markets for the Company’s products, expected revenue growth, revenue range and non-GAAP income per share range for the fourth quarter of fiscal 2015 and fiscal year 2015 and sales and earnings growth for fiscal 2016. 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 weakened domestic and international business and economic conditions; changes or 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, increased commoditization 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 labor unrest (including the present work slowdowns and certain west coast ports) or natural disasters; 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.

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 certain items set forth in the reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. The exclusions relate primarily to charges of a non-cash nature. 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 to be able to more easily assess the Company’s performance on the same basis applied by management. 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.

Company Contact

Planar Systems, Inc.

Ryan Gray

(503) 748-8911

ryan.gray@planar.com

Investor Contact

Liolios Group, Inc.

Matt Glover

(949) 574-3860

PLNR@liolios.com

Planar Systems, Inc.

Consolidated Statement of Operations

(In thousands, except per share amounts)

(unaudited)

	Three months ended						Nine months ended
	Jun. 26, 2015			Jun. 27, 2014			Jun. 26, 2015		Jun. 27, 2014
Sales	$	42,484		$	43,853		$	147,433	$	125,385
Cost of Sales		31,120			33,188			109,440		95,325
Gross Profit		11,364			10,665			37,993		30,060
Operating Expenses:
Research and development, net		1,897			1,560			5,135		4,273
Sales and marketing		6,195			5,187			18,453		14,914
General and administrative		3,377			3,158			11,083		9,614
Restructuring		11			10			64		31
Total Operating Expenses		11,480			9,915			34,735		28,832
Income (Loss) from operations		(116	)		750			3,258		1,228
Non-operating income (expense):
Interest, net		127			99			400		234
Foreign exchange, net		(160	)		(1	)		695		(54	)
Other, net		(15	)		(27	)		155		422
Net non-operating income (expense)		(48	)		71			1,250		602
Income (Loss) before taxes		(164	)		821			4,508		1,830
Provision for income taxes		129			115			100		266
Net Income (Loss)	$	(293	)	$	706		$	4,408	$	1,564
Net Income (Loss) per share - basic	$	(0.01	)	$	0.03		$	0.20	$	0.07
Net Income (Loss) per share - diluted	$	(0.01	)	$	0.03		$	0.20	$	0.07
Weighted average shares outstanding - basic		22,273			21,491			22,031		21,302
Weighted average shares outstanding - diluted		22,273			21,623			22,333		21,506

Planar Systems, Inc.

Consolidated Balance Sheets

(In thousands)

(unaudited)

	Jun. 26, 2015			Sept. 26, 2014
ASSETS
Cash	$	16,365		$	13,068
Accounts receivable, net		18,777			28,333
Inventories		33,233			26,805
Other current assets		4,556			3,909
Total current assets		72,931			72,115
Property, plant and equipment, net		4,167			5,039
Other assets		4,717			7,250
	$	81,815		$	84,404
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	15,951		$	18,176
Current portion of capital leases		—			394
Deferred revenue		1,321			1,637
Other current liabilities		11,267			12,974
Total current liabilities		28,539			33,181
Other long-term liabilities		4,189			5,189
Total liabilities		32,728			38,370
Common stock		190,512			188,127
Retained deficit		(135,958	)		(138,508	)
Accumulated other comprehensive loss		(5,467	)		(3,585	)
Total shareholders’ equity		49,087			46,034
	$	81,815		$	84,404

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, unaudited)

	For the three months ended
	Jun. 26, 2015			Jun. 27, 2014
Gross Profit:
GAAP Gross Profit		11,364			10,665
Share-based compensation		55			27
Total Non-GAAP adjustments		55			27
NON-GAAP GROSS PROFIT		11,419			10,692
NON-GAAP GROSS PROFIT PERCENTAGE		26.9	%		24.4	%
Research and Development:
GAAP research and development expense		1,897			1,560
Share-based compensation		(76	)		(15	)
Total Non-GAAP adjustments		(76	)		(15	)
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSE		1,821			1,545
Sales and Marketing:
GAAP sales and marketing expense		6,195			5,187
Share-based compensation		(135	)		(55	)
Total Non-GAAP adjustments		(135	)		(55	)
NON-GAAP SALES AND MARKETING EXPENSE		6,060			5,132
General and Administrative:
GAAP General and Administrative Expense		3,377			3,158
Share-based compensation		(359	)		(259	)
Total Non-GAAP adjustments		(359	)		(259	)
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSE		3,018			2,899
Operating Expenses:
GAAP Total Operating Expenses		11,480			9,915
Share-based compensation		(570	)		(329	)
Restructuring charges		(11	)		(10	)
Total Non-GAAP adjustments		(581	)		(339	)
NON-GAAP TOTAL OPERATING EXPENSES		10,899			9,576

Reconciliation of GAAP to Non-GAAP Financial Measures Continued

(In thousands, unaudited)

	For the three months ended
	Jun. 26, 2015			Jun. 27, 2014
Income (Loss) from Operations:
GAAP income (loss) from operations		(116	)		750
Share-based compensation		625			356
Restructuring charges		11			10
Total Non-GAAP adjustments		636			366
NON-GAAP INCOME FROM OPERATIONS		520			1,116
Income (Loss) before taxes & EBITDA:
GAAP income (loss) before taxes		(164	)		821
Share-based compensation		625			356
Restructuring charges		11			10
Foreign exchange, net		160			1
Total Non-GAAP adjustments		796			367
NON-GAAP INCOME BEFORE TAXES		632			1,188
Depreciation		438			416
NON-GAAP EBITDA		1,070			1,604
Net Income (Loss):
GAAP Net Income (Loss)		(293	)		706
Share-based compensation		625			356
Restructuring charges		11			10
Foreign exchange, net		160			1
Income tax effect of reconciling items		—			(5	)
Total Non-GAAP adjustments		796			362
NON-GAAP NET INCOME		503			1,068
GAAP weighted average shares outstanding - basic		22,273			21,491
GAAP weighted average shares outstanding - diluted		22,273			21,623
NON-GAAP weighted average shares outstanding - diluted		22,469			21,623
GAAP Net Income (Loss) per share - basic	$	(0.01	)	$	0.03
Non-GAAP adjustments detailed above		0.03			0.02
NON-GAAP NET INCOME PER SHARE (basic)	$	0.02		$	0.05
GAAP Net Income (Loss) per share - diluted	$	(0.01	)	$	0.03
Non-GAAP adjustments detailed above		0.03			0.02
NON-GAAP NET INCOME PER SHARE (diluted)	$	0.02		$	0.05

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, unaudited)

	For the nine months ended
	Jun. 26, 2015			Jun. 27, 2014
Gross Profit:
GAAP Gross Profit		37,993			30,060
Share-based compensation		198			73
Total Non-GAAP adjustments		198			73
NON-GAAP GROSS PROFIT		38,191			30,133
NON-GAAP GROSS PROFIT PERCENTAGE		25.9	%		24.0	%
Research and Development:
GAAP research and development expense		5,135			4,273
Share-based compensation		(165	)		(34	)
Total Non-GAAP adjustments		(165	)		(34	)
NON-GAAP RESEARCH AND DEVELOPMENT EXPENSE		4,970			4,239
Sales and Marketing:
GAAP sales and marketing expense		18,453			14,914
Share-based compensation		(487	)		(141	)
Total Non-GAAP adjustments		(487	)		(141	)
NON-GAAP SALES AND MARKETING EXPENSE		17,966			14,773
General and Administrative:
GAAP General and Administrative Expense		11,083			9,614
Share-based compensation		(1,509	)		(896	)
Total Non-GAAP adjustments		(1,509	)		(896	)
NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSE		9,574			8,718
Operating Expenses:
GAAP Total Operating Expenses		34,735			28,832
Share-based compensation		(2,161	)		(1,071	)
Restructuring charges		(64	)		(31	)
Total Non-GAAP adjustments		(2,225	)		(1,102	)
NON-GAAP TOTAL OPERATING EXPENSES		32,510			27,730

Reconciliation of GAAP to Non-GAAP Financial Measures Continued

(In thousands, unaudited)

	For the nine months ended
	Jun. 26, 2015			Jun. 27, 2014
Income from Operations:
GAAP income from operations		3,258			1,228
Share-based compensation		2,359			1,144
Restructuring charges		64			31
Total Non-GAAP adjustments		2,423			1,175
NON-GAAP INCOME FROM OPERATIONS		5,681			2,403
Income before taxes & EBITDA:
GAAP income before taxes		4,508			1,830
Share-based compensation		2,359			1,144
Restructuring charges		64			31
Foreign exchange, net		(695	)		54
Total Non-GAAP adjustments		1,728			1,229
NON-GAAP INCOME BEFORE TAXES		6,236			3,059
Depreciation		1,247			1,331
NON-GAAP EBITDA		7,483			4,390
Net Income:
GAAP Net Income		4,408			1,564
Share-based compensation		2,359			1,144
Restructuring charges		64			31
Foreign exchange, net		(695	)		54
Income tax effect of reconciling items		—			(43	)
Total Non-GAAP adjustments		1,728			1,186
NON-GAAP NET INCOME		6,136			2,750
GAAP weighted average shares outstanding—basic		22,031			21,302
GAAP weighted average shares outstanding—diluted		22,333			21,506
NON-GAAP weighted average shares outstanding—diluted		22,333			21,506
GAAP Net Income per share - basic	$	0.20		$	0.07
Non-GAAP adjustments detailed above	$	0.08			0.06
NON-GAAP NET INCOME PER SHARE (basic)	$	0.28		$	0.13
GAAP Net Income per share - diluted	$	0.20		$	0.07
Non-GAAP adjustments detailed above	$	0.07			0.06
NON-GAAP NET INCOME PER SHARE (diluted)	$	0.27		$	0.13

Planar Systems, Inc.

Revenue by Product Line

(In millions)

(unaudited)

	Three months ended						% Change
	Jun. 26, 2015		Jun. 27, 2014		Mar. 27, 2015		vs. Prior Year			vs. Prior Quarter
Digital Signage Sales	$	25.3	$	21.4	$	24.9		19	%		2	%
Commercial & Industrial Sales		17.2		22.5		24.2		-24	%		-29	%
Custom Commercial & Industrial		1.6		4.2		7.0		-63	%		-77	%
Desktop Monitors		9.2		9.3		9.2		-1	%		0	%
Touch Monitors		3.4		3.2		2.8		8	%		21	%
Rear Projection Cubes		2.4		4.6		4.4		-48	%		-45	%
High-end Home		0.6		1.2		0.8		-52	%		-25	%
Total Sales	$	42.5	$	43.9	$	49.1		-3	%		-13	%

Planar Systems, Inc.

Revenue by Product Line

(In millions)

(unaudited)

	Nine months ended				% Change
	Jun. 26, 2015		Jun. 27, 2014		vs. Prior Year
Digital Signage Sales	$	80.0	$	59.3		35	%
Commercial & Industrial Sales		67.4		66.1		2	%
Custom Commercial & Industrial		16.9		12.2		38	%
Desktop Monitors		27.6		25.1		10	%
Touch Monitors		9.1		10.1		-10	%
Rear Projection Cubes		11.6		13.7		-15	%
High-end Home		2.2		4.6		-51	%
Other		—		0.4		-93	%
Total Sales	$	147.4	$	125.4		18	%

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