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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K



(Mark One)



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- |  | ----------------------------------------------------

| |  | SECURITIES EXCHANGE ACT OF 1934
| |  | -------------------------------



For the Fiscal Year Ended September 24, 2004 or



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- |  | --------------------------------------------------------

| |  | SECURITIES EXCHANGE ACT OF 1934
| |  | -------------------------------



For the transition period from                      to



Commission File Number: 0-23018



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PLANAR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Oregon                                                         |  | 93-0835396                       
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)
|                                                               | 
|1195 NW Compton Drive Beaverton, Oregon                        |  | 97006                            
|(Address of Principal Executive Offices)                       |  | (Zip code)                       



(503) 748-1100

(Registrants Telephone Number, Including Area Code)



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Securities
registered pursuant to Section 12(b) of the Act: None



Securities registered
pursuant to Section 12(g) of the Act: Common Stock



Indicate by
check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports, and (2) has been subject to such filing requirements for the past 90 days. YES x    NO ̈



Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x



Indicate by checkmark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES x    NO ̈



The aggregate market value of voting Common Stock of the registrant at March 26, 2004 was approximately $191,087,970.



Number of shares of Common Stock outstanding at December 3, 2004: 14,666,638.



Documents Incorporated By Reference



|                                                                    |  |                                                        
|------------------------------------------------------------------- |  | -------------------------------------------------------
|Document                                                            |  | Part of Form 10-K Into Which Documents are Incorporated
|Portions of Proxy Statement for 2005 Annual Meeting of Shareholders |  | Parts II and III                                       



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Part I



BUSINESS



Item 1.    General



Planar Systems, Inc. is a provider of flat-panel display solutions for customers in medical, industrial, commercial and retailing markets. Products include several flat-panel display technologies and range from
stand-alone solutions consisting of a display, computer hardware and software, to display components sold to manufacturers for incorporation into their products. The Company has a global reach with sales offices in North America, Europe and Asia.



The electronic display industry is driven by people the world
over demanding products that help them connect with information. The proliferation of networked devices is likely to increase demand for these connections, driving demand for flat-panel display solutions far into the future.



Planar is organized around three business segmentsMedical, Industrial
and Commercial.



Business Units and Markets



Medical



Currently the driving force of demand in this market is for digital imaging
systems for radiology, followed by display and computing solutions for use within hospitals at the point of care. In a 2004 survey of hospital administrators, digital imaging topped the list of areas targeted for capital expenditures in the next
five years, followed by systems that enable electronic patient record-keeping at the point of care. Planars display solutions consist of displays and hardware suitable for the healthcare environment, plus necessary software to run the
displays. Beyond those two product classes, Planar provides display components to medical OEMs for incorporation into a wide range of diagnostic and therapeutic equipment. The Companys long-term strategy in this market is to identify
display-based needs in the healthcare environment and deploy superior industry knowledge and product engineering to provide targeted solutions.



Industrial



Product offerings from this business unit consist of liquid-crystal display (LCD) and electroluminescent (EL) display technology and modules sold to OEMs
for integration into various systems, as well as value-added display solutions consisting of various display technologies, computer hardware and software. Planar adds value through engineering expertise, designing specialized displays to meet the
specific needs of customers with such attributes as temperature tolerance, sunlight readability, custom form factors and reliability. Overall economic activity tends to be the primary driver in industrial markets, and the ongoing need for people to
connect with information in diverse environments contributes to the demand for specialized, rugged displays will continue.



Planars activities in the retailing market are also included in the Industrial segment. The Company develops display solutions for unmet needs in
the modern retail environment, where digital technology has revolutionized back-office operations but has yet to evolve into front-office solutions that directly serve customers. The Companys offerings are aimed at the needs of consumers
seeking product information, as well as retailers and product manufacturers who seek to reliably deliver such information at the point of purchase.



Commercial



LCD desktop monitors and plasma and LCD televisions comprise the product offerings in the Companys commercial business unit. The predicted slowing
of growth in the desktop monitor market is being reflected in this business unit as efforts are shifted from top-line growth to bottom-line profit. The majority of products are



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sold to business buyers, with increasing consumer sales resulting from additional channel partners and branding efforts. The Companys strategy going
forward will be to protect hard-won market share while improving profitability.



Research and Product Development



Planar makes
investments in targeted research, development and product development activities. Research and development expenses are primarily related to the commercialization of display technologies, new system architectures and fundamental process
improvements. Product development expenses are directly related to the design, prototyping and release-to-production of new products. Expenses consist primarily of salaries, project materials, outside services, allocation of facility expenses and
other costs associated with the Companys ongoing efforts to develop new products, processes and enhancements. The company spent $11.1 million, $13.5 million, and $15.1 million on research, development and product engineering for the fiscal
years 2004, 2003 and 2002, respectively. These expenses were partially offset by contract funding from both government agencies and private sector companies of $0.3 million, $2.3 million, and $2.2 million in fiscal years 2004, 2003 and 2002,
respectively.



Intellectual Property



The company holds a number of patents, trade secrets, trademarks, copyrights
and other elements of intellectual property, and uses nondisclosure agreements and other measures to protect its proprietary rights. However, the Companys operations are not reliant on these items. A primary success factor in our markets is
developing in-depth familiarity with the needs of the end users of our products. The continual product development, exclusive product features and technical expertise that result from this knowledge drive the results of our products in the
marketplace. Increasingly, the Companys competitive advantage is characterized by operational systems and knowledge, outside of the traditional intellectual property definitions.



Branding, Marketing and Sales



Efforts to raise market awareness and competitive advantage from the Planar brand are continuous. Marketing efforts focus on uncovering prospects and
communicating the attributes foremost in the minds of purchasing decision-makers. This approach is intended to ensure the highest possible return on investment for our marketing expense.



The Company employs a worldwide sales force selling through direct and reseller channels. Sales offices were expanded in
Germany and opened in China during fiscal 2004 to extend global reach. Planars vertically-integrated Medical segment sales team is headquartered in Waltham, Massachusetts, with additional sales and marketing staff stationed in Oregon, Germany
and China. The Companys Industrial segment manages sales and operations from its Oregon headquarters, with additional staff in Finland also managing a network of independent sales representatives and distributors for certain European markets.
The Companys Commercial segment is run from its Oregon headquarters office.



Products sold to Dell comprised 19% of total consolidated sales in each of fiscal 2004, 2003 and 2002. Products sold to CDW comprised 12% of total consolidated sales in fiscal 2004.



Backlog



The Company believes the backlog metric is of limited utility in predicting future sales because its Commercial segment and
a growing portion of its Medical segment operate on a ship-to-order basis with very little backlog.



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As of September 24, 2004 and September 26, 2003, the Companys backlog of domestic and international
orders was approximately $48.3 million and $43.2 million, respectively. As of September 24, 2004, the Company included all accepted contracts or purchase orders in its backlog. Backlog includes orders of approximately $13.5 million related to
end-of-life products which are scheduled to ship over the next several years. Variations in the magnitude and duration of contracts and customer delivery requirements may result in substantial fluctuations in backlog from period to period.



Manufacturing and Raw Materials



Planar Systems, Inc. contracts with offshore partners for its manufacturing
and assembly capacity, with the exception of an EL manufacturing facility in Finland and an assembly operation in Beaverton. The company believes that its effective management of these partners and its global supply chain is an important competency
and competitive advantage.



Quality and reliability are
emphasized in the design, manufacture and assembly of all the Companys products. All of Planars facilities have active operator training/certification programs and regularly use advanced statistical process control techniques. The
Companys products undergo thorough quality inspection and testing throughout the manufacturing process. All of the Companys operating units have received and maintain their ISO9001 certification. This certification requires that a
company meet a set of criteria established by an independent, international quality organization that measures the quality of systems, procedures and implementation in manufacturing, marketing and development of products and services.



The Companys EL manufacturing facility in Finland produces a wide range
of display types and sizes. Manufacturing operations consist of the procurement and inspection of components, manufacture of EL displays, final assembly of some components and extensive testing of finished products.



The Company currently procures from outside suppliers all of its raw
materials, including glass substrates, driver integrated circuits, electronic circuit assemblies, power supplies and high-density interconnects. A significant raw-material supply risk to the Companys operations is LCD panel glass. The Company
strives to buy this material from multiple partners and forecast demand as accurately as possible to effectively manage this risk and ensure supply of these components.



Competition



Holding a strong competitive position in the market for flat-panel displays requires maintaining a diverse product portfolio addressing opportunities at
all stages of the product life cycle. In such a highly competitive market, average selling prices are likely to continue to decrease over time as products gain market acceptance, volumes increase, and more competitors enter the market. In these
situations, the Company strives to maintain operating margins by increasing unit volumes, increasing value-added contributions to each unit, providing additional value to its customers through system integration and services, reducing material costs
and managing expenses in a fiscally disciplined manner. To drive success at the other end of the product life cycle, the company maintains a customer-centric focus to guide targeted research, development and product engineering efforts to meet the
needs of end users, leading to profitable growth.



In addition
to the product portfolio, the Company competes with other display manufacturers based upon commercial availability, price, visual performance (e.g., brightness, color capabilities, contrast and viewing angle), size, design flexibility, power usage,
durability, ruggedness and customer service. The Company believes its total-quality program, wide range of product offerings, flexibility, responsiveness, technical support and customer satisfaction programs are important to its competitive
position.



The Companys direct competitors are numerous
and diverse. For products based on EL technology, Planar competes mainly with Sharp Electronics Corporation. In display systems including LCD components sourced



4



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from manufacturers, Planars value-added products compete against those of Barco, Totoku, NDS and others in the medical market; and NEC-Mitsubishi,
Viewsonic, Dell and others in the commercial market. In the industrial market, the Company sometimes competes against the internal engineering functions of some of its OEM customers. In addition, other industrial display systems specialists include
Global Display Solutions, Three-Five Systems, White Electronic Designs Corporation and a variety of small, highly specialized producers.



Employees



Human capital is considered to be a key element for success by the Company. Planars future success will depend largely on its ability to continue to
attract, retain and motivate highly skilled and qualified personnel. The companys philosophy is to focus employee recruiting and retention efforts on those from the top quartile of their professions, believing that top pay for top performance
is a very good investment.



The Companys U.S. employees
are not represented by any collective bargaining units and the Company has never experienced a work stoppage in the U.S. The Companys Finnish employees are, for the most part, covered by national union contracts. These contracts are negotiated
annually between the various unions and the Employers Union and stipulate benefits, wage rates, wage increases, grievance and termination procedures and work conditions.



As of September 24, 2004, the Company had 433 employees worldwide; 262 in the United States and 171 in Europe. Of these, 71
were engaged in marketing and sales, 55 in research and product development, 62 in finance and administration, and 245 in manufacturing and manufacturing support.



Available Information



The Companys Internet website address is www.planar.com. Planars Annual Report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, are available through the Internet website as soon as reasonably practicable after it is electronically
filed with, or furnished to, the Securities and Exchange Commission. The Companys Internet website and the information contained therein or connected thereto are not intended to be incorporated into the Annual Report on Form 10-K.



Item 2.    Properties



The Company leases its primary manufacturing facilities and various sales
offices in the United States and Europe. The Company leases 37,000 square feet of custom-designed space, including 15,000 square feet of cleanroom in Beaverton, Oregon for assembly operations. The European facility, located in Espoo, Finland, is a
custom-designed facility in which Planar leases 85,000 square feet, including approximately 15,000 square feet of cleanroom.



The Company entered into a new lease in August 2001 for approximately 72,000 square feet of class A office space in Beaverton, Oregon. The construction of
this facility was completed in June 2002 and it is now used for administrative office space, design engineering and associated lab and research and development activities.



In 1994, the Company acquired a 21,000 square-foot facility, with approximately 6,000 square feet of cleanroom, also located
in Beaverton, Oregon. This facility is being used for research and development activities.



The Companys Lake Mills, Wisconsin, facility, formerly the site of the Companys passive-matrix LCD manufacturing operation, includes a 70,000 square-foot facility with approximately 7,500 square feet of
cleanroom. This property has been listed for sale.



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In April 2002, the Company acquired DOME imaging systems, inc. located in Waltham, Massachusetts. The
Company has retained a lease on approximately 31,000 square feet, formerly leased by DOME, which is used for sales and administration office space, design engineering and associated lab and research and development activities and quality testing.



The Company has field sales offices in key U.S. metropolitan
areas and four sales offices in Europe and Asia. The offices are located in the Boston, Portland, Helsinki, Munich, Paris and Shanghai metropolitan areas. Lease commitments for most of these facilities are typically six to twelve months. None of
these sales offices has significant leasehold improvements nor are any planned.



The Company believes that its facilities are adequate for its immediate and near-term requirements and does not anticipate the need for significant additional expansion in the near future.



Item 3.    Legal Proceedings



There are no pending, material legal proceedings to which the Company is a
party or to which any of its property is subject.



Item
4.    Submission of Matter to a Vote of Security Holders



No matters were submitted to stockholders during the fourth quarter of the fiscal year.



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Part II



Item 5.    Market for Registrants Common Equity and Related Shareholder Matters



Shares of the Companys Common Stock commenced trading in the
over-the-counter market on the Nasdaq National Market System on December 16, 1993, under the symbol PLNR.



The following table sets forth for the fiscal periods indicated, the range of the high and low closing prices for the Companys Common Stock on the
Nasdaq National Market System.



|               |  |      |       |     |   |      
|-------------- |  | ---- | ----- | --- | - | -----
|               |  | High |       | Low
|Fiscal 2003    |  |      |       |     |   |      
|First Quarter  |  | $    | 21.73 |     | $ | 12.21
|Second Quarter |  |      | 21.47 |     |   | 12.59
|Third Quarter  |  |      | 20.74 |     |   | 10.57
|Fourth Quarter |  |      | 24.49 |     |   | 18.68
|               |  |     
|Fiscal 2004    |  |      |       |     |   |      
|First Quarter  |  | $    | 26.30 |     | $ | 21.27
|Second Quarter |  |      | 25.85 |     |   | 12.69
|Third Quarter  |  |      | 14.25 |     |   | 11.33
|Fourth Quarter |  |      | 14.14 |     |   | 11.05



As of September 24,
2004, there were approximately 118 shareholders of record.



The
Company currently intends to retain its earnings to support operations and, therefore, does not anticipate paying any cash dividends in the foreseeable future.



The information set forth under the caption Executive CompensationEquity Compensation Plan Information appearing in the Proxy
Statement to be used in connection with the Annual Meeting of Shareholders on February 3, 2005, is incorporated by reference into this Report.



Item 6.    Selected Financial Data



|                                    |  |                                                 |         |      |   |         |  |   |         |   |      |   |         |  |   |         |  
|----------------------------------- |  | ----------------------------------------------- | ------- | ---- | - | ------- |  | - | ------- | - | ---- | - | ------- |  | - | ------- | -
|                                    |  | Fiscal year                                     |        
|                                    |  | 2004                                            |         | 2003 |   | 2002    |  |   | 2001    |   | 2000 |  
|                                    |  | (Dollars in thousands except per share amounts) |        
|Operations:                         |  |                                                 |         |      |   |         |  |   |         |   |      |   |         |  |   |         |  
|Sales                               |  | $                                               | 256,196 |      | $ | 251,927 |  | $ | 205,929 |   |      | $ | 207,952 |  | $ | 174,551 |  
|Gross profit                        |  |                                                 | 59,365  |      |   | 76,340  |  |   | 60,330  |   |      |   | 64,828  |  |   | 40,659  |  
|Income (loss) from operations       |  |                                                 | 12,804  |      |   | 25,062  |  |   | (3,379  | ) |      |   | 22,571  |  |   | (2,160  | )
|Net income (loss)                   |  |                                                 | 9,278   |      |   | 15,202  |  |   | (3,062  | ) |      |   | 14,537  |  |   | 543     |  
|Diluted net income (loss) per share |  | $                                               | 0.62    |      | $ | 1.04    |  | $ | (0.24   | ) |      | $ | 1.13    |  | $ | 0.05    |  
|                                    |  |                                                 |         |      |  
|Balance Sheet:                      |  |                                                 |         |      |   |         |  |   |         |   |      |   |         |  |   |         |  
|Working capital                     |  | $                                               | 90,620  |      | $ | 73,446  |  | $ | 76,433  |   |      | $ | 59,286  |  | $ | 50,296  |  
|Assets                              |  |                                                 | 206,424 |      |   | 209,836 |  |   | 206,471 |   |      |   | 136,200 |  |   | 128,175 |  
|Long-term liabilities               |  |                                                 | 7,223   |      |   | 7,080   |  |   | 46,943  |   |      |   | 13,392  |  |   | 15,486  |  
|Shareholders equity                |  |                                                 | 165,528 |      |   | 150,839 |  |   | 124,359 |   |      |   | 96,089  |  |   | 73,268  |  



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Item 7.    Managements Discussion and Analysis of Financial Condition and Results of
Operations



FORWARD-LOOKING STATEMENTS



This Managements Discussion and Analysis of Financial Condition and
Results of Operations and other sections of this Report contain statements that 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, managements beliefs and assumptions. Words such as expects, anticipates, intends, plans, believes, seeks,
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. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors including the following: domestic and international business
and economic conditions, changes in growth in the flat-panel monitor industry, changes in customer demand or ordering patterns, changes in the competitive environment including pricing pressures or technological changes, continued success in
technological advances, shortages of manufacturing capacities from our third party partners, final settlement of contractual liabilities, future production variables impacting excess inventory and other risk factors described below under
Outlook: Issues and Uncertainties. The forward-looking statements contained in this Report 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 Report. If the Company does update one or more forward-looking statements, it should not be concluded that the Company will make additional updates with respect thereto or with respect to other
forward-looking statements.



CRITICAL ACCOUNTING POLICIES AND
ESTIMATES



This Managements Discussion and Analysis
of Financial Condition and Results of Operations is based upon the Companys consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these
financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company
evaluates its estimates, including those related to revenue recognition, bad debts, inventories, warranty obligations, intangible asset valuation and income taxes. The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies and the related judgments and estimates affect the preparation of the consolidated financial statements.



Revenue Recognition.    The
Companys policy is to recognize revenue for product sales when title transfers and risk of loss has passed to the customer, which is generally upon shipment of our products to our customers. The Company defers and recognizes service revenue
over the contractual period or as services are rendered. Some distributor agreements allow for potential return of products and pre-established contractual obligations for price protection under certain conditions within limited time periods. Such
return rights are generally limited to contractually defined short-term stock rotation. The Company estimates sales returns and price adjustments based upon historical experience and other qualitative factors. The Company estimates expected sales
returns and price adjustments and records the amounts as a reduction of revenue at the later of the time of shipment or when the pricing decision is made. Each period, price protection is estimated based upon pricing decisions made and information
received from customers as to the amount of inventory they are holding. The Companys policies comply with the guidance provided by Staff Accounting Bulletin No. 104, Revenue Recognition, issued by the Securities and Exchange Commission.
Judgments are required in evaluating the credit worthiness of our customers. Credit is not extended to customers and revenue is not recognized until the Company has determined that the risk of uncollectibility is minimal.



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Allowance for Doubtful Accounts.    The Companys policy is to maintain
allowances for estimated losses resulting from the inability of its customers to make required payments. Credit limits are established through a process of reviewing the financial history and stability of each customer. Where appropriate, the
Company obtains credit rating reports and financial statements of the customer when determining or modifying their credit limits. The Company regularly evaluates the collectibility of its trade receivable balances based on a combination of factors.
When a customers account balance becomes past due, the Company initiates dialogue with the customer to determine the cause. If it is determined that the customer will be unable to meet its financial obligation to the Company, such as in the
case of bankruptcy, deterioration in the customers operating results or financial position or other material events impacting their business, the Company records a specific allowance to reduce the related receivable to the amount the Company
expects to recover.



The Company also records an allowance for
all customers based on certain other factors including the length of time the receivables are past due, the amount outstanding, and historical collection experience with customers. The Company believes its reported allowances are adequate. However,
if the financial condition of those customers were to deteriorate, resulting in their inability to make payments, the Company may need to record additional allowances which would result in additional general and administrative expenses being
recorded for the period in which such determination was made.



Inventory.    The Company is exposed to a number of economic and industry factors that could result in portions of its inventory becoming either obsolete or in excess of anticipated usage, or subject to lower of
cost or market issues. These factors include, but are not limited to, technological changes in the Companys markets, the Companys ability to meet changing customer requirements, competitive pressures in products and prices, new product
introductions, product phase-outs and the availability of key components from the Companys suppliers. The Companys policy is to reduce the value of inventory when conditions exist that suggest that its inventory may be in excess of
anticipated demand or is obsolete based upon its assumptions about future demand for its products and market conditions. The Company regularly evaluates its ability to realize the value of its inventory based on a combination of factors including
the following: historical usage rates, forecasted sales or usage, product end-of-life dates, estimated current and future market values and new product introductions. Purchasing practices and alternative usage avenues are explored within these
processes to mitigate inventory exposure. When recorded, the Companys adjustments are intended to reduce the carrying value of its inventory to its net realizable value. If actual demand for the Companys products deteriorates or market
conditions become less favorable than those that the Company projects, additional inventory adjustments may be required.



Product Warranties.    The Companys products are sold with warranty provisions that require it to remedy deficiencies in
quality or performance over a specified period of time, generally between 12 and 36 months, at no cost to the Companys customers. The Companys policy is to establish warranty reserves at levels that represent its estimate of the costs
that will be incurred to fulfill those warranty requirements at the time that revenue is recognized. The Company believes that its recorded liabilities are adequate to cover its future cost of materials, labor and overhead for the servicing of its
products. If there is an actual product failure, or material or service delivery costs differ from the Companys estimates, its warranty liability would need to be revised accordingly.



Intangible assets.    The Company adopted the
Financial Accounting Standards Board (FASB) Statements of Financial Accounting Standards (SFAS) No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets on accounting for
business combinations and goodwill as of the beginning of fiscal year 2002. Accordingly, the Company no longer amortizes goodwill from acquisitions, but continues to amortize other acquisition-related intangibles and costs.



As required by these rules, the Company performs an impairment review of
goodwill annually, or earlier if indicators of potential impairment exist. This annual impairment review was completed during the second quarter of fiscal year 2004, and no impairment was found. The impairment review is based on a discounted cash
flow approach that uses estimates of future market share and revenues and costs for the relevant segments as well as appropriate discount rates. The estimates used are consistent with the plans and estimates that the Company uses



9



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to manage the underlying businesses. However, if the Company fails to deliver new products for these groups, if the products fail to gain expected market
acceptance, or if market conditions in the related businesses become unfavorable, revenue and cost forecasts may not be achieved and the Company may incur charges for impairment of goodwill.



For identifiable intangible assets, the Company amortizes the cost over the
estimated useful life and assesses any impairment by estimating the future cash flow from the associated asset in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. If the estimated cash flow
related to these assets decreases in the future or the useful life is shorter than originally estimated, the Company may incur charges for impairment of these assets. The revised value is based on the new estimated discounted cash flow associated
with the asset. Impairment could result if the underlying technology fails to gain market acceptance, the Company fails to deliver new products related to these technology assets, the products fail to gain expected market acceptance or if market
conditions in the related businesses become unfavorable.



Income Taxes.    The Company records a valuation allowance when necessary to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company assesses the need for a valuation
allowance based upon its estimate of future taxable income covering a relatively short time horizon given the volatility in the markets the Company serves and its historic operating results. Tax planning strategies to use the Companys recorded
deferred tax assets are also considered. If the Company is able to realize the deferred tax assets in an amount in excess of its reported net amounts, an adjustment to decrease the valuation allowance associated with deferred tax assets would
increase earnings in the period such a determination was made. Similarly, if the Company should determine that its net deferred tax assets may not be realized to the extent reported, an adjustment to increase the valuation allowance associated with
the deferred tax assets would be charged to income in the period such a determination was made.



BUSINESS ACQUISITIONS



In April 2002, the Company completed the acquisition of DOME imaging systems, inc. (DOME). DOME designs, manufactures and markets computer graphic imaging boards, flat-panel displays and software for original equipment
manufacturers in the medical field and other advanced image processing applications. As a result of the acquisition, the Company is able to offer a broader range of medical display solutions, which complements our medical product line. The
acquisition was accounted for as a purchase and, accordingly, the operations of DOME have been included in the consolidated financial statements from the date of acquisition. The total consideration paid was $65.7 million which consisted of $52.2
million of cash, stock options assumed which were valued at $11.3 million, cash to be paid for stock options of $1.2 million and closing and related costs of $1.0 million. The Company recorded a non-recurring charge of $2.3 million in the third
quarter of fiscal 2002 for in-process research and development costs. See Note 3  Business Acquisitions in the Notes to Consolidated Financial Statements which is included in Item 8  Financial Statements and Supplementary Data in this
report.



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RESULTS OF OPERATIONS



The following table sets forth, for the periods indicated, the percentage of sales of certain items in the Consolidated
Financial Statements of the Company. The table and the discussion below should be read in conjunction with the Consolidated Financial Statements and Notes thereto.



|                                                                          |  |                    |   |  |               |   |  |               |   
|------------------------------------------------------------------------- |  | ------------------ | - |  | ------------- | - |  | ------------- | --
|                                                                          |  | Fiscal Years Ended |  
|                                                                          |  | Sept. 24,2004      |   |  | Sept. 26,2003 |   |  | Sept. 27,2002 |   
|Sales                                                                     |  | 100.0              | % |  | 100.0         | % |  | 100.0         | % 
|Cost of sales                                                             |  | 76.8               |   |  | 69.7          |   |  | 70.7          |   
|                                                                          |  |                    |   |  |               |   |  |               |   
|Gross profit                                                              |  | 23.2               |   |  | 30.3          |   |  | 29.3          |   
|Operating expenses:                                                       |  |                    |   |  |               |   |  |               |   
|Research and development, net                                             |  | 4.2                |   |  | 4.4           |   |  | 6.3           |   
|Sales and marketing                                                       |  | 7.1                |   |  | 7.8           |   |  | 7.4           |   
|General and administrative                                                |  | 6.1                |   |  | 6.8           |   |  | 6.6           |   
|Amortization of intangibles                                               |  | 1.0                |   |  | 1.2           |   |  | 0.5           |   
|Impairment, restructuring and in-process research and development charges |  | (0.2               | ) |  | 0.2           |   |  | 10.1          |   
|                                                                          |  |                    |   |  |               |   |  |               |   
|Total operating expenses                                                  |  | 18.2               |   |  | 20.4          |   |  | 30.9          |   
|                                                                          |  |                    |   |  |               |   |  |               |   
|Income (loss) from operations                                             |  | 5.0                |   |  | 9.9           |   |  | (1.6          | ) 
|Non-operating income (expense):                                           |  |                    |   |  |               |   |  |               |   
|Interest, net                                                             |  | (0.2               | ) |  | (0.5          | ) |  | (0.7          | ) 
|Foreign exchange, net                                                     |  |                   |   |  |              |   |  | (0.1          | ) 
|Other, net                                                                |  | 0.2                |   |  |              |   |  |              |   
|                                                                          |  |                    |   |  |               |   |  |               |   
|Net non-operating income (expense)                                        |  |                   |   |  | (0.5          | ) |  | (0.8          | ) 
|                                                                          |  |                    |   |  |               |   |  |               |   
|Income (loss) before income taxes                                         |  | 5.0                |   |  | 9.4           |   |  | (2.4          | ) 
|Provision (benefit) for income taxes                                      |  | 1.4                |   |  | 3.4           |   |  | (0.9          | ) 
|                                                                          |  |                    |   |  |               |   |  |               |   
|Net income (loss)                                                         |  | 3.6                | % |  | 6.0           | % |  | (1.5          | )%
|                                                                          |  |                    |   |  |               |   |  |               |   



Overview



Our results for fiscal 2004 were below our original expectations. Sales of
$256.2 million were up sequentially $4.3 million or 1.7% due to strong growth in our Commercial business offset by declines in our Industrial and Medical businesses. Net income per diluted share was $0.62 in fiscal 2004 down from $1.04 in the prior
year. Net income suffered from the higher-than-expected costs in the Medical segment associated with the offshore transfer of digital imaging production, a strategy shift for our digital imaging products and weak profitability in our Commercial
segment. We also took a $0.6 million non-operating charge this year to reduce the carrying value of an equity investment. Fiscal 2004 benefited from a change in our expected tax rate and a non-operating gain of $1.0 million on sale of an investment.



Our Medical business went through a significant strategic
change this year. In the first quarter demand for digital imaging products was softer than expected. Early in the second quarter, the Company declared a strategy of maintaining its product leadership position while also establishing a price
leadership position. We also increased our emphasis on alternative distribution channels, leveraging existing relationships in our Commercial business. These strategic changes showed positive results in the second half of the year. Part of the gains
in the latter half of the year were offset by weaknesses in our point-of-care business.



In our Industrial business we have been redirecting our investment focus away from components toward fully integrated solutions in chosen markets. We have identified front-office applications in retail establishments



11



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as a market opportunity with considerable potential growth. We believe digital technology, catalyzed by flat-panel displays, will increasingly be used to
inform and interact with customers in retail establishments.



Our Commercial business enjoyed strong growth and improved diversification of distribution partners during the year. In the first half of the year the business was significantly impacted by difficult panel supply conditions. In the second
half of the year, panel supplies shifted rapidly from scarcity to surplus and we took in more inventory than needed. During the fourth quarter, there was a sharp drop in retail prices which resulted in sales at below-target margins. Our value
proposition and brand continue to resonate with our channel partners and their customers. We are building a strong brand around customer satisfaction that will benefit this segment and the entire company over the long term. Our success growing sales
of our medical products through this channel demonstrates an important synergistic benefit.



Turning back to Planar as a whole and looking forward, fiscal 2005 is expected to be a year of investments to create profitable growth. We intend to make additional sales and marketing investments over the coming
quarters in Europe and China. We have deployed one of our senior executives to drive growth in Europe, hired new sales and marketing professionals in Germany and have established a stronger presence in China. We believe we can achieve significant
market share gains through targeted investments in these markets. As mentioned above, we are pursuing opportunities in front-office retail applications. Our strategy is to serve these emerging applications by providing total solutions that include
hardware, software and associated services. We will also be making investments in the development of significant software addressing these retail applications. Going forward, software functionality in our products is expected to form a key component
of value addition and differentiation. These investments in geographic expansion and pursuit of emerging markets in retail applications will increase our operating expenses in fiscal 2005. We believe these are prudent investments that will serve the
shareholders in the long run.



Sales



Sales of $256.2 million in 2004 increased $4.3 million or 1.7% as compared
to sales of $251.9 million in 2003. The increase in sales was due to higher sales in the Commercial segment offset by decreases in both the Industrial and Medical segments. Sales in the Commercial segment increased $24.6 million or 25.3% to $121.8
million in 2004 from $97.3 million in 2003. This increase in the Commercial segment was due to market growth, the introduction of new products, higher volumes sold through a broader distribution network and increased market penetration. Sales in the
Industrial segment decreased by $11.2 million or 17.0% year over year. This decrease in the Industrial segment was driven by product consolidation across the business. Sales in the Medical segment decreased $9.1 million or 10.2% to $79.6 million in
2004 from $88.6 million in 2003. The decrease in Medical segment sales was due to decreases in sales of digital imaging, point-of-care and components product lines.



Sales of $251.9 million in 2003 increased $46.0 million or 22.3% from $205.9 million in 2002. The increase in sales was
principally due to higher sales in both the Commercial and Medical segments, offset by lower sales in the Industrial segment. Sales in the Commercial segment increased $42.4 million or 77.3% to $97.3 million in 2003 from $54.9 million in 2002. This
increase in the Commercial segment was due to new product introductions, a broader distributor network, increased market penetration, and growth in the overall market. Sales in the Medical segment increased by $9.7 million or 12.2% year over year.
This increase in the Medical segment was primarily due to revenues associated with the acquisition of DOME, which were only included in the results of operations for five months in fiscal 2002, offset by decreases in revenues associated with EL and
AMLCD products. Increases in sales in the Commercial and Medical segments were offset by a decrease in sales of $6.1 million or 8.4% in the Industrial segment. Sales in the Industrial segment were lower due to the Companys streamlining of the
product portfolio to increase profitability and support the manufacturing consolidation.



Sales outside the United States decreased by 19.0% to $38.8 million in 2004 as compared to $47.9 million recorded in 2003, and decreased by 1.4% in 2003 from 2002 sales of $48.6 million. In fiscal 2004, the decrease



12



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in international sales was due primarily to decreased sales in both the Medical and Industrial segments. In fiscal 2003, the decrease in international sales
was due primarily to decreased sales in the Medical segment. As a percentage of total sales, international sales decreased to 15.1% in 2004 and decreased to 19.0% in 2003 from 23.6% in 2002. In fiscal 2004, the decline in international sales as a
percentage of total sales was mainly attributable to the higher volumes of Commercial segment sales, which are to U.S. customers almost exclusively. In fiscal 2003, the decline in international sales as a percentage of total sales was mainly
attributable to the increased sales of commercial and digital imaging products in the United States.



Gross Profit



Gross
margins as a percentage of sales decreased to 23.2% in 2004 as compared to 30.3% in 2003. The decrease in gross margin was due to the increased percentage of sales from our Commercial segment in 2004 as compared to 2003 and the substantially lower
gross margins of these products have reduced overall gross margin. In addition, higher costs incurred in the Medical segment related to the transition of certain products to offshore manufacturers and the shipment of higher-cost inventory built
domestically negatively impacted gross margins. Gross margin as a percentage of sales increased to 30.3% in 2003 from 29.3% in 2002. The increase was primarily due to the benefits of the EL plant consolidation, the negative impact related to $1.5
million of restructuring charges recorded in 2002 and changes in product mix including the incremental impact related to the DOME line of products. These increases were offset by a higher percentage of total sales coming from the commercial market,
which have lower gross margins.



Research and Development



In 2004, research and development expenses of $10.7 million decreased
$405,000 or 3.6% from $11.1 million in 2003. This decrease was due to lower product development costs and lower personnel costs associated with reductions in variable compensation, offset by lower contract funding and higher spending on research and
Quantum Programs compared to the prior year. Quantum Programs are intrapreneurial efforts launched with the intent of developing new potential business opportunities. As a percentage of sales, research and development expenses decreased
to 4.2% in 2004 compared to 4.4% in 2003. The change in segment mix drove the decrease in percentage, as research and development spending primarily supports the Medical and Industrial segments and the Quantum programs and will tend to follow the
business level of those segments while the Commercial segment incurs essentially no research and development spending. Net research and development expenses of $11.1 million in 2003 decreased $1.8 million or 13.6% from $12.9 million in the prior
year primarily due to lower spending on new projects and lower personnel costs. As a percentage of sales, research and development expenses decreased to 4.4% in 2003 from 6.3% in 2002. These changes were primarily due to higher revenues in the
Commercial segment in 2003.



Sales and Marketing



Sales and marketing expenses decreased $1.5 million or 7.7% to $18.1 million
in 2004 from $19.7 million in 2003. The decrease was primarily due to lower personnel costs associated with reductions in variable compensation. As a percentage of sales, sales and marketing expenses decreased to 7.1% in 2004 as compared to 7.8% in
2003. The Commercial segment sales and marketing expenses as a percentage of sales is far below that of the other segments. The change in segment mix along with the reduction in variable compensation expense drove the decrease as a percentage of
sales. Sales and marketing expenses increased $4.4 million or 28.6 % to $19.7 million in 2003 from $15.3 million in 2002 primarily due to higher sales and marketing expenses due to the acquisition of DOME, higher advertising expenses associated with
our Commercial segment, higher personnel costs and higher marketing expenses due to a brand development project. As a percentage of sales, sales and marketing expenses increased to 7.8% in 2003 as compared to 7.4% in 2002. These percentage increases
were primarily due to higher revenues in 2003.



13



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General and Administrative



General and administrative expenses decreased $1.6 million or 9.2% to $15.6 million in 2004 from $17.2 million in 2003. The
decrease in general and administrative expenses was primarily due to lower personnel costs associated with reductions in variable compensation. As a percentage of sales, general and administrative expenses decreased to 6.1% in 2004 from 6.8% in 2003
primarily due to the reasons noted above. General and administrative expenses increased $3.5 million or 25.8% to $17.2 million in 2003 from $13.6 million in 2002 primarily due to higher personnel costs, higher professional services costs, and the
inclusion of DOMEs expenses for a full year. As a percentage of sales, general and administrative expenses increased to 6.8% in 2003 from 6.6% in 2002. These changes in 2003 as compared to 2002 were primarily due to the acquisition of DOME and
higher personnel costs.



Amortization of Intangible Assets



On April 22, 2002, the Company completed the acquisition
of DOME. $14.6 million of the purchase price was allocated to identifiable intangible assets. The identifiable intangible assets consist primarily of developed technology and are being amortized over their estimated useful lives. The
weighted-average amortization period was approximately four years at the date of acquisition. During fiscal 2004, 2003 and 2002, the Company recorded amortization of intangible assets of $2.7 million, $2.8 million and $1.2 million, respectively.



Impairment and Restructuring Charges



2003 Severance Charges



During the fourth quarter of fiscal 2003, the Company decided to reduce its
workforce by 28 employees in order to align operations with current market conditions, improve profitability, and close a European sales office. As a result of this decision, the Company recorded severance charges of $898,000, which have been
recorded as restructuring charges in the Consolidated Statement of Operations in the fourth quarter of fiscal 2003. Cash of $898,000 was expected to be used in connection with these severance costs. This action was completed during fiscal 2004.



LCD, EL and Photonics Charges



During the fourth quarter of fiscal 2002, the Company decided to transition
its passive-matrix LCD product manufacturing from Wisconsin to China, consolidate its EL product manufacturing into a single factory in Finland and terminate the photonics Quantum programs that were directed at the optical telecommunication markets.
These actions were intended to align operations with current market conditions and to improve the profitability of the Companys operations. The Company completed its transition of PMLCD product manufacturing to China at the end of the first
quarter of fiscal 2003. The consolidation of its EL manufacturing facilities into one facility in Finland was completed by the end of fiscal 2003. The termination of the photonics Quantum programs was completed by the end of fiscal 2002. As a result
of these decisions, the Company recorded charges of $20.0 million, including charges primarily for impairment of fixed assets, workforce reductions of 236 employees, excess inventory and lease cancellation and restoration costs. Cash of $4.1 million
was expected to be used in connection with severance and lease cancellation and restoration costs.



The Company recorded fixed asset impairment charges of $14.3 million as a result of these decisions. The majority of these charges were for equipment and
machinery and includes estimates for the sales proceeds based upon prices for similar assets in the used equipment market. There were also amounts included in the impairment charge for the building and land at the Wisconsin manufacturing facilities,
which are based upon quoted real estate market prices. This facility is currently listed for sale. The Company also recorded charges of $1.5 million for excess and obsolete inventory, which has been identified as a direct result of the decision to
consolidate facilities or transition the products to offshore manufacturers resulting in the exit of certain product lines. The Company has also recorded a charge of $1.7 million for lease cancellations and restoration. In addition, the



14



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Company has recorded severance charges of $2.4 million. The charges of $1.5 million related to inventory have been recorded as cost of sales in the
Consolidated Statements of Operations in the fourth quarter of fiscal 2002. The remaining charges of $18.5 million have been recorded as impairment and restructuring charges in the Consolidated Statements of Operations in the fourth quarter of
fiscal 2002.



During the fourth quarter of fiscal 2003, the
Company recorded an additional charge of $335,000 for fixed asset impairment charges. This additional charge was due to changes in the original estimates of expected cash proceeds from the sale of fixed assets. In addition, the Company determined
that $738,000 of the original $20.0 million charge was not required. The original estimates changed due to lease cancellation, restoration and severance costs being less than originally anticipated as employees left voluntarily or filled other
vacant positions within the Company. These changes in estimates from the original reserve were not anticipated and resulted in a non-recurring gain of $403,000 which has been recorded as impairment and restructuring charges in the Consolidated
Statements of Operations in the fourth quarter of 2003.



During
the fourth quarter of fiscal 2004, the Company determined that $466,000 of the original $20.0 million charge was not required. The original estimates changed due to lease restoration costs being less than originally anticipated as the Company and
the landlord found a suitable tenant to lease the property as is and the Company did not have to restore the facility to its original state. The Company also recognized $174,000 of gains on the sale of assets which had previously been impaired.
These changes in estimates from the original reserve were not anticipated and resulted in a non-recurring gain of $640,000 which has been recorded as impairment and restructuring charges in the Consolidated Statements of Operations in the fourth
quarter of fiscal 2004.



Current-Year Activity



During fiscal year 2004, the Company paid cash of $1.4
million related to contractual liabilities, severance, and lease termination costs. The remaining amounts are expected to be paid during fiscal 2005.



Operating Expenses



Operating expenses decreased $4.7 million or 9.2% to $46.6 million in 2004 from $51.3 million in 2003. The decrease was primarily due to lower personnel
costs associated with reductions in variable compensation which were not earned in 2004 but were earned in 2003. As a percentage of sales, operating expenses decreased to 18.2% in 2004 from 20.4% in 2003. Operating expenses decreased $12.4 million
or 19.5% to $51.3 million in 2003 from $63.7 million in 2002. As a percentage of sales, operating expenses decreased to 20.4% in 2003 from 30.9% in 2002 primarily due to the impact of recording the $20.7 million of impairment, restructuring and
in-process research and development charges, offset by higher operating expenses primarily associated with the acquisition of DOME and the payment of variable compensation in 2003.



Non-operating Income and Expense



Non-operating income and expense includes interest income on investments, interest expense, net foreign currency exchange gain or loss and other income or
expenses. Net interest expense decreased to $444,000 in 2004 from $1.3 million in 2003 primarily due to decreased borrowings as the Company paid the amounts due. Net interest expense was $1.3 million in both 2003 and 2002. During 2004, the Company
reduced the carrying value of an investment in a publicly traded Taiwanese company, Topvision Technology, from $1.5 million to approximately $900,000 due to a sustained decline in that companys market value that was determined to be other than
temporary. The Company may incur additional charges in the future if Topvisions market value continues to decline. The Company also recognized a gain of $1.0 million on the sale of an investment in a privately held company during 2004. These
amounts have been recorded as other non-operating income in the Consolidated Statements of Operations.



15



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Foreign currency exchange gains and losses are related to timing differences in the receipt and payment
of funds in various currencies and the conversion of cash, accounts receivable and accounts payable denominated in foreign currencies to the applicable functional currency. Foreign currency exchange gains and losses amounted to net losses of
$29,000, $40,000 and $154,000 in 2004, 2003 and 2002, respectively.



The Company currently realizes less than one-fifth of its revenue outside the United States and expects this to continue in the future. Additionally, the functional currency of the Companys foreign subsidiary is the Euro which must be
translated to U.S. Dollars for consolidation. The Company hedges its Euro exposure with foreign exchange forward contracts. The Company believes that this hedging mitigates the risks associated with foreign currency fluctuations.



Provision (Benefit) for Income Taxes



The Company recorded a tax provision of $3.5 million in 2004, and $8.6
million in 2003, and a tax benefit of $1.9 million in 2002. For fiscal 2004, the differences between the effective tax rate and the federal statutory rate were due to state income taxes, federal and state settlements, changes in the valuation
allowance and the effects of the Companys foreign tax rates. For fiscal 2003, the differences between the effective tax rate and the federal statutory rate were due to state income taxes, research credits, changes in the valuation allowance,
and the effects of the Companys foreign tax rates. For fiscal 2002, the differences between the effective tax rate and the federal statutory rate were due to state income taxes, permanent differences resulting from purchase accounting
adjustments, research credits, changes in the valuation allowance, federal and state settlements and the effects of the Companys foreign tax rates.



Net Income (Loss)



In 2004, net income was $9.3 million or $0.62 per diluted share. In 2003, net income was $15.2 million or $1.04 per diluted share. In 2002, net loss was
$3.1 million or $0.24 per share.



LIQUIDITY AND CAPITAL
RESOURCES



Net cash provided by operating activities was
$7.2 million, $28.7 million, and $23.7 million in fiscal years 2004, 2003 and 2002, respectively. Net cash provided by operations in 2004 was primarily due to net income, depreciation and amortization, deferred taxes and a decrease in accounts
receivable offset by an increase in inventories and decreases in other current liabilities and accrued compensation. Net cash provided by operations in 2003 was primarily due to net income, depreciation and amortization, and changes in accounts
payable and other current liabilities, offset by the changes in inventories and accounts receivable. Net cash provided by operations in 2002 was primarily due to the impairment, restructuring and in-process research and development charges,
depreciation and amortization and the change in accounts receivable offset by the net loss and the changes in inventories, accounts payable and other current liabilities.



Working capital increased $17.2 million to $90.6 million at September 24, 2004 from $73.4 million at September 26, 2003.
Current assets decreased $1.1 million in fiscal 2004. Accounts receivable decreased $5.9 million due to reductions in days sales outstanding. Inventories increased $12.5 million primarily due to increased inventory levels and requirements related to
the growth in the Commercial and Medical segments. Current liabilities decreased $18.2 million in fiscal 2004. Other current liabilities decreased $4.4 million primarily due to decreases in income taxes payable and payments of contractual
liabilities. Accrued compensation decreased $2.6 million due to payments of variable compensation related to fiscal 2003. During 2004, the Company also reduced its outstanding long-term debt and capitalized lease balances through payments of $21.5
million.



16



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Additions to plant and equipment were $5.2 million, $2.7 million and $5.7 million in 2004, 2003 and 2002,
respectively. In 2004, expenditures for plant and equipment primarily related to new software applications that enable efficiency improvements and support the Companys growth. In 2003, expenditures for plant and equipment primarily related to
manufacturing equipment and upgrades to computer hardware and software. In 2002, expenditures for plant and equipment primarily related to additional costs associated with the ERP implementation, the leasehold improvements in a new office and
improvements to information systems. Cash used in the acquisition of DOME was provided by increased long-term borrowings and the proceeds from the issuance of common stock.



In December 2003, the Company entered into a $50.0 million credit agreement, replacing the Companys prior credit
agreement. The Company had no borrowings against the credit agreement at September 24, 2004. The agreement expires December 1, 2008, and is secured by substantially all assets of the Company. Total unused and available borrowing capacity under the
credit agreement as of September 24, 2004 was $50.0 million. The interest rate can fluctuate quarterly based upon the actual funded-debt-to-EBITDA ratio and the LIBOR rate. The agreement includes the following financial covenants: a fixed-charge
ratio, minimum EBITDA, minimum net worth, and a funded-debt-to-EBITDA ratio. The Company was in compliance with these covenants as of September 24, 2004. Borrowings outstanding under certain equipment financing loans were $0 and $2.6 million as of
September 24, 2004 and September 26, 2003, respectively. The Company also entered into a capital lease during the third quarter of 2002 for leasehold improvements in new offices. The total minimum lease payments are $1.2 million which are payable
over the next five years. The Company believes its existing cash and investments, together with cash generated from operations and existing borrowing capabilities will be sufficient to meet working capital requirements for the foreseeable future.



During the third quarter of fiscal 2002, the Company completed
the sale of approximately 463,000 shares of newly issued common stock in a private placement transaction. The purchase price was $21.60 per share and resulted in net proceeds of $9.5 million.



Contractual Obligations and Commitments



The Company is contractually obligated to make the following payments as of
September 24, 2004:



|                              |  |                        |        |                 |   |            |  |            |       |                  |   |       |  |   |      
|----------------------------- |  | ---------------------- | ------ | --------------- | - | ---------- |  | ---------- | ----- | ---------------- | - | ----- |  | - | -----
|                              |  | Payments due by period
|                              |  | Total                  |        | Less than1 Year |   | 1 - 3Years |  | 3 - 5Years |       | More than5 Years
|                              |  | (in thousands)        
|Capital leases                |  | $                      | 1,191  |                 | $ | 246        |  | $          | 492   |                  | $ | 453   |  | $ |     
|Purchase obligations          |  |                        | 46,200 |                 |   | 46,129     |  |            | 71    |                  |   |      |  |   |     
|Operating leases              |  |                        | 19,559 |                 |   | 3,040      |  |            | 6,010 |                  |   | 3,974 |  |   | 6,535
|                              |  |                        |        |                 |   |            |  |            |       |                  |   |       |  |   |      
|Total contractual obligations |  | $                      | 66,950 |                 | $ | 49,415     |  | $          | 6,573 |                  | $ | 4,427 |  | $ | 6,535
|                              |  |                        |        |                 |   |            |  |            |       |                  |   |       |  |   |      



17



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QUARTERLY RESULTS OF OPERATIONS



The table below presents unaudited consolidated financial results for each quarter in the two-year period ended September
24, 2004. The Company believes that all necessary adjustments have been included to present fairly the quarterly information when read in conjunction with the Consolidated Financial Statements. The operating results for any quarter are not
necessarily indicative of the results that may be expected for any future period.



|                                  |  |                                          |        |              |   |              |  |              |        |               |   |              |  |              |        |              |   |        |  |   |        |  |   |       
|--------------------------------- |  | ---------------------------------------- | ------ | ------------ | - | ------------ |  | ------------ | ------ | ------------- | - | ------------ |  | ------------ | ------ | ------------ | - | ------ |  | - | ------ |  | - | ------
|                                  |  | Three months ended                      
|                                  |  | Sept. 24,2004                            |        | June 25,2004 |   | Mar. 26,2004 |  | Dec. 26,2003 |        | Sept. 26,2003 |   | June 27,2003 |  | Mar. 28,2003 |        | Dec. 27,2002
|                                  |  | (in thousands, except per share amounts)
|Sales                             |  | $                                        | 68,020 |              | $ | 66,663       |  | $            | 58,614 |               | $ | 62,899       |  | $            | 72,210 |              | $ | 62,870 |  | $ | 60,104 |  | $ | 56,743
|Gross profit                      |  |                                          | 14,311 |              |   | 15,309       |  |              | 13,284 |               |   | 16,461       |  |              | 20,195 |              |   | 20,001 |  |   | 19,378 |  |   | 16,766
|Income from operations            |  |                                          | 2,476  |              |   | 3,720        |  |              | 1,543  |               |   | 5,065        |  |              | 7,697  |              |   | 6,983  |  |   | 5,778  |  |   | 4,604 
|Net income                        |  |                                          | 2,782  |              |   | 2,653        |  |              | 744    |               |   | 3,099        |  |              | 4,548  |              |   | 4,393  |  |   | 3,551  |  |   | 2,710 
|Diluted net income per share      |  | $                                        | 0.19   |              | $ | 0.18         |  | $            | 0.05   |               | $ | 0.21         |  | $            | 0.30   |              | $ | 0.30   |  | $ | 0.25   |  | $ | 0.19  
|Average sharesoutstanding-diluted |  |                                          | 14,791 |              |   | 14,785       |  |              | 14,852 |               |   | 15,053       |  |              | 14,983 |              |   | 14,524 |  |   | 14,391 |  |   | 14,429



OUTLOOK: ISSUES AND
UNCERTAINTIES



The following issues and uncertainties,
among others, should be considered in evaluating the Companys future financial performance and prospects for growth.



The medical market and our medical strategy could cause disruptive behaviors in the market.



On February 3, 2004, the Company announced to its customers, and to the marketplace in general, a significant change in its
digital imaging marketing strategy. The Company declared a strategy of maintaining its product leadership position while also establishing a price leadership position. As digital imaging technologies have become more readily available, it has become
clear that the Companys previous strategy of maintaining significant price differentiation for what was becoming decreasing product differentiation would not be successful over the long term. The Company believes that moving to a price
leadership strategy, while preserving the brand equity of the Companys products in the digital imaging marketplace, should allow us to discourage low-cost competitors and derive the most value from our market position.



The Company also believes that a majority of x-ray images are still printed
on film, most of which will transition to digital imaging, expanding the Companys market opportunities. Our strategy is intended to put us in a favorable position for that continuing transformation. With this strategy we are placing increased
emphasis on alternative distribution channels for which we intend to leverage the established relationships created by our commercial business. Failure to execute on these strategic changes could have a material adverse affect on our business,
financial condition and results of operations.



As more
competitors enter the medical market they could erode the gross margin that we currently enjoy in this business. Our strategy of price leadership could contribute to that decline in gross margin. We must compensate for that with increased volumes
leveraging our leading brand equity. We must maintain adequate investment in product development and marketing to maintain product leadership. Our ability to maintain those levels of investments might be compromised by gross margin pressures. With
price leadership there will be changing dynamics in the procurement channels and processes within our customer base. We must track and follow those changing dynamics and develop new channels for distribution while maintaining good relationships with
traditional channels. Customers expect delivery times to be short, and accordingly, we carry very little backlog. Due to both this and the project nature of many sales, our ability to forecast sales is limited.



18



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Our efforts to sell commercial products in the end-user market may not continue to be successful.



The market for commercial products is highly competitive and subject to
rapid changes in consumer tastes and demand. Our failure to successfully manage inventory levels or quickly respond to changes in pricing, technology or consumer tastes and demand could result in lower than expected revenue, lower gross margin and
excess and obsolete inventories of our commercial products which could adversely affect our business, financial condition and results of operations.



Supply and pricing of LCD panels has been very volatile and will likely be in the future. This volatility, combined with lead times of eight to twelve
weeks, may cause us to pay too much for panels or suffer inadequate product supply.



We do not have long-term agreements with our resellers, who generally may terminate our relationship with 30- to 60-days notice. Such action by our resellers could substantially harm our operating results in this
segment. Products sold to two customers comprised 31% and to one customer comprised 19% and 19% of total consolidated sales in fiscal 2004, 2003 and 2002, respectively. Sales to any of those customers, if lost, would have a material, adverse impact
on the results of operations.



The Commercial segment has seen
tremendous growth since we entered the market in fiscal 2001. Revenue from commercial products grew to $121.8 million in fiscal 2004. This revenue could also quickly decrease due to competition, alternative products, pricing changes in the market
place and potential shortages of products which would adversely affect our revenue levels and our results of operations.



Shortages of components and materials may delay or reduce our sales and increase our costs.



Inability to obtain sufficient quantities of components and other materials necessary to produce our displays could result
in reduced or delayed sales. Many of our products, including those of our Commercial and Medical segments, operate with little backlog, and therefore, supply issues could adversely impact our operating results. We obtain much of the material we use
in the manufacture of our displays from a limited number of suppliers, and we do not have long-term supply contracts with any of them. For some of this material we do not have a guaranteed alternative source of supply. As a result, we are subject to
cost fluctuations, supply interruptions and difficulties in obtaining materials. Our customers also may encounter difficulties or increased costs in obtaining from others the materials necessary to produce their products into which our displays are
incorporated.



For most of our products, vendor lead times
significantly exceed our customers required delivery time causing us to order to forecast rather than order based on actual demand. Competition in the market continues to reduce the period of time customers will wait for product delivery.
Ordering based on our forecast exposes the Company to numerous risks including our inability to service customer demand in an acceptable timeframe, holding excess and obsolete inventory or having unabsorbed manufacturing overhead.



We have increased and are continuing to increase our reliance on Asian
manufacturing companies for the manufacture of displays that we sell in all markets that the Company serves. We also rely on certain other contract manufacturing operations in Asia including circuit boards and other components and the manufacture
and assembly of certain of our products. We do not have long-term supply contracts with the Asian contract manufacturers on which we rely. If any of these Asian manufacturers were to terminate its arrangements with us or become unable to provide
these displays to us on a timely basis, we could be unable to sell our products until alternative manufacturing arrangements are made. Furthermore, there is no assurance that we would be able to establish replacement manufacturing or assembly
arrangements and relationships on acceptable terms, which could have a material adverse effect on our business, financial condition and results of operation.



Our reliance on contract manufacturers involves certain risks, including:



| |  |  | lack of control over production capacity and delivery schedules;
| | - |  | ----------------------------------------------------------------



| |  |  | unanticipated interruptions in transportation and logistics;
| | - |  | ------------------------------------------------------------



19



---

| |  |  | limited control over quality assurance, manufacturing yields and production costs;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | risks associated with international commerce, including unexpected changes in legal and regulatory requirements, foreign currency fluctuations and changes in tariffs; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | trade policies and political and economic instability.
| | - |  | ------------------------------------------------------



Some of the Asian contract manufacturers with which we do business are located in Taiwan. Taiwan has experienced several earthquakes and typhoons which
resulted in many Taiwanese companies experiencing related business interruptions. Our business could suffer significantly if the operations of vendors there or elsewhere were disrupted for extended periods of time.



The Company must implement Section 404,Internal Controls Over Financial
Reporting,of the Sarbanes-Oxley Act.



The fiscal year ending September 30, 2005 will be the first year that our internal controls over financial reporting will be audited by our independent registered public accounting firm in accordance with Section 404
of the Sarbanes-Oxley Act of 2002 (Section 404). Guidance regarding implementation and interpretation of the provisions of Section 404 continues to be issued by the standards-setting community. As a result of the ongoing interpretation
of new guidance and the audit testing yet to be completed, our internal controls over financial reporting may include an unidentified material weakness which would result in receiving an adverse opinion on our internal controls over financial
reporting from our independent registered public accounting firm. This could result in significant additional expenditures responding to the Section 404 internal control audit, heightened regulatory scrutiny and potentially an adverse effect to the
price of our companys stock.



We face intense competition.



The market for display products is highly competitive,
and we expect this to continue and even intensify. We believe that over time this competition will have the effect of reducing average selling prices of our products. Certain of our competitors have substantially greater name recognition and
financial, technical, marketing and other resources than we do. There is no assurance that our competitors will not succeed in developing or marketing products that would render our products obsolete or noncompetitive. To the extent we are unable to
compete effectively against our competitors, whether due to such practices or otherwise, our business, financial condition and results of operations would be materially adversely affected.



Our ability to compete successfully depends on a number of factors, both
within and outside our control. These factors include the following:



| |  |  | our effectiveness in designing new product solutions, including those incorporating new technologies;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | our ability to anticipate and address the needs of our customers;
| | - |  | -----------------------------------------------------------------



| |  |  | the quality, performance, reliability, features, ease of use, pricing and diversity of our product solutions;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | foreign currency fluctuations, which may cause competitors products to be priced significantly lower than our product solutions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | the quality of our customer services;
| | - |  | -------------------------------------



| |  |  | the effectiveness of our supply chain management;
| | - |  | -------------------------------------------------



| |  |  | our ability to identify new vertical markets and develop attractive products for them;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | our ability to develop and maintain effective sales channels;
| | - |  | -------------------------------------------------------------



| |  |  | the rate at which customers incorporate our product solutions into their own products; and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | product or technology introductions by our competitors.
| | - |  | -------------------------------------------------------



20



---

Our continued success depends on the development of new products and technologies.



Future results of operations will partly depend on our ability to improve
and market our existing products and to successfully develop and market new products. Failing this, our products or technology could become obsolete or noncompetitive. New products and markets, by their nature, present significant risks and even if
we are successful in developing new products, they typically result in pressure on gross margins during the initial phases as start-up activities are spread over lower initial sales volumes. We have experienced lower-than-expected yields with
respect to new products and processes in the past negatively impacting gross margins. In addition, customer relationships can be negatively impacted due to production problems and late delivery of shipments.



Future operating results will depend on our ability to continue to provide
new product solutions that compare favorably on the basis of cost and performance with competitors. Our success in attracting new customers and developing new business depends on various factors, including the following:



| |  |  | use of advances in technology;
| | - |  | ------------------------------



| |  |  | innovative development of products for new markets;
| | - |  | ---------------------------------------------------



| |  |  | efficient and cost-effective services; and
| | - |  | ------------------------------------------



| |  |  | timely completion of the design and manufacture of new product solutions.
| | - |  | -------------------------------------------------------------------------



Our efforts to develop new technologies may not result in commercial success.



Our research and development efforts with respect to new technologies may not result in market acceptance. Some or all of
those technologies may not successfully make the transition from the research and development lab to cost-effective production as a result of technology problems, cost issues, yield problems and other factors. Even when we successfully complete a
research and development effort with respect to a particular technology, we may fail to gain market acceptance due to:



| |  |  | inadequate access to sales channels;
| | - |  | ------------------------------------



| |  |  | superior products developed by our competitors;
| | - |  | -----------------------------------------------



| |  |  | price considerations; and
| | - |  | -------------------------



| |  |  | lack of market demand for the products.
| | - |  | ---------------------------------------



We face risks associated with international operations.



Our manufacturing, sales and distribution operations in Europe and Asia create a number of logistic and communications challenges. Our international
operations also expose us to various economic, political and other risks, including the following:



| |  |  | management of a multi-national organization;
| | - |  | --------------------------------------------



| |  |  | compliance with local laws and regulatory requirements as well as changes in those laws and requirements;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | employment and severance issues;
| | - |  | --------------------------------



| |  |  | overlap of tax issues;
| | - |  | ----------------------



| |  |  | tariffs and duties;
| | - |  | -------------------



| |  |  | employee turnover or labor unrest;
| | - |  | ----------------------------------



| |  |  | lack of developed infrastructure;
| | - |  | ---------------------------------



| |  |  | difficulties protecting intellectual property;
| | - |  | ----------------------------------------------



21



---

| |  |  | risks associated with further outbreaks of severe acute respiratory syndrome (SARS);
| | - |  | ------------------------------------------------------------------------------------



| |  |  | the burdens and costs of compliance with a variety of foreign laws; and
| | - |  | -----------------------------------------------------------------------



| |  |  | political or economic instability in certain parts of the world.
| | - |  | ----------------------------------------------------------------



Changes in policies by the United States or foreign governments resulting in, among other things, increased duties, higher taxation, currency conversion
limitations, restrictions on the transfer or repatriation of funds, limitations on imports or exports, or the expropriation of private enterprises also could have a materially adverse effect. Any actions by our host countries to curtail or reverse
policies that encourage foreign investment or foreign trade also could adversely affect our operating results. In addition, U.S. trade policies, such as most favored nation status and trade preferences for certain Asian nations, could
affect the attractiveness of our services to our U.S. customers.



Variability of customer requirements may adversely affect our operating results.



We must continue to provide increasingly rapid product turnaround and respond to ever-shorter lead times. A variety of conditions, both specific to
individual customers and generally affecting the demand for their products, may cause customers to cancel, reduce, or delay orders. These actions by a significant customer or by a set of customers could adversely affect our business. On occasion,
customers require rapid increases in production, which can strain our resources and reduce our margins. We may lack sufficient capacity at any given time to meet our customers demands.



Our operating results have significant fluctuations.



In addition to the variability resulting from the short-term nature of our
customers commitments, other factors contribute to significant periodic quarterly fluctuations in our results of operations. These factors include the following:



| |  |  | the timing of orders;
| | - |  | ---------------------



| |  |  | the volume of orders relative to our capacity;
| | - |  | ----------------------------------------------



| |  |  | product introductions and market acceptance of new products or new generations of products;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | evolution in the lifecycles of customers products;
| | - |  | ---------------------------------------------------



| |  |  | changes in cost and availability of labor and components;
| | - |  | ---------------------------------------------------------



| |  |  | product mix;
| | - |  | ------------



| |  |  | pricing and availability of competitive products and services; and
| | - |  | ------------------------------------------------------------------



| |  |  | changes or anticipated changes in economic conditions.
| | - |  | ------------------------------------------------------



Accordingly, the results of any past periods should not be relied upon as an indication of our future performance. It is likely that, in some future
period, our operating results may be below expectations of public market analysts or investors. If this occurs, our stock price may decrease.



We must continue to add value to our portfolio of offerings



Traditional display components are subject to increasing competition to the point of commodification. In addition, advances in core LCD technology makes
standard displays effective in an increasing breadth of applications. We must add additional value to our products in software and services for which customers are willing to pay. These areas have not been a significant part of our business in the
past and we may not execute well in the future. Failure to do so could adversely affect our revenue levels and our results of operations.



22



---

We must effectively manage our growth.



The failure to effectively manage our growth could adversely affect our operations. We have increased the number of our
marketing and design programs and may expand further the number and diversity of our programs in the future. Our ability to manage our planned growth effectively will require us to:



| |  |  | enhance our operational, financial and management systems;
| | - |  | ----------------------------------------------------------



| |  |  | improve our sales channel; and
| | - |  | ------------------------------



| |  |  | successfully hire, train and motivate new employees.
| | - |  | ----------------------------------------------------



The expansion and diversification of our product and customer base may result in increases in our overhead and selling expenses. We also may be required
to increase staffing and other expenses in order to meet the anticipated demand of our customers. Any increase in expenditures in anticipation of future orders that do not materialize would adversely affect our profitability. Customers also may
require rapid increases in design and production services that excessively burden our resources.



We must protect our intellectual property, and others could infringe on or misappropriate our rights.



We believe that our continued success partly depends on protecting our proprietary technology. We rely on a combination of patent, trade secret and
trademark laws, confidentiality procedures and contractual provisions to protect our intellectual property. We seek to protect our technology under trade secret laws, which afford only limited protection. We face risks associated with our
intellectual property, including the following:



| |  |  | pending patent applications may not be issued;
| | - |  | ----------------------------------------------



| |  |  | intellectual property laws may not protect our intellectual property rights;
| | - |  | ----------------------------------------------------------------------------



| |  |  | others may challenge, invalidate, or circumvent any patent issued to us;
| | - |  | ------------------------------------------------------------------------



| |  |  | rights granted under patents issued to us may not provide competitive advantages to us;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | unauthorized parties may attempt to obtain and use information that we regard as proprietary despite our efforts to protect our proprietary rights; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | others may independently develop similar technology or design around any patents issued to us.
| | - |  | ----------------------------------------------------------------------------------------------



We may find it necessary to take legal action in the future to enforce or protect our intellectual property rights or to
defend against claims of infringement. Litigation can be very expensive and can distract our managements time and attention, which could adversely affect our business. In addition, we may not be able to obtain a favorable outcome in any
intellectual property litigation.



Others could claim that we
are infringing their patents or other intellectual property rights. In the event of an allegation that we are infringing on anothers rights, we may not be able to obtain licenses on commercially reasonable terms from that party, if at all, or
that party may commence litigation against us. The failure to obtain necessary licenses or other rights or the institution of litigation arising out of such claims could materially and adversely affect our business, financial condition and results
of operations.



The market price of our common stock may be volatile.



The market price of our common stock has been subject to
wide fluctuations. During fiscal 2004, the closing price of our stock ranged from $11.05 to $26.30. The market price of our common stock in the future is likely to continue to be subject to wide fluctuations in response to various factors, including
the following:



| |  |  | variations in our operating results;
| | - |  | ------------------------------------



| |  |  | public announcements by the Company as to its expectations of future sales and net income;
| | - |  | ------------------------------------------------------------------------------------------



23



---

| |  |  | actual or anticipated announcements of technical innovations or new product developments by us or our competitors;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | changes in analysts estimates of our financial performance;
| | - |  | ------------------------------------------------------------



| |  |  | general conditions in the electronics industry; and
| | - |  | ---------------------------------------------------



| |  |  | worldwide economic and financial conditions.
| | - |  | --------------------------------------------



In addition, the public stock markets have experienced extreme price and volume fluctuations that have particularly affected the market prices for many
technology companies and that often have been unrelated to the operating performance of these companies. These broad market fluctuations and other factors may adversely affect the market price of our common stock.



We must finance the growth of our business and the development of new products.



To remain competitive, we may continue to make
significant investments in research and development. Some of these projects can result in significant expenditures for materials, labor and overhead, and there are no guarantees that these new technologies or products will result in future sales,
which would materially adversely affect our operating results. As a result of the increase in operating expenses related to these development expenditures, our failure to increase sufficiently our net sales to offset these increased costs would
adversely affect our operating results.



From time to time, we
may seek additional equity or debt financing to provide for acquisitions or working capital. If such financing is not available on satisfactory terms, we may be unable to expand our business or to develop new business at the rate desired, and our
operating results may be impacted. Debt financing increases expenses and must be repaid regardless of operating results. Debt financing is often subject to financial covenants such as fixed-charge ratio, minimum EBITDA, minimum net worth, and funded
debt to EBITDA ratio. As these financial ratios change, they could impact the interest rates on the related debt and failure to meet required financial covenants could cause lenders to demand early repayment of debt with negative consequences for
the Company. Equity financing could result in dilution to existing shareholders.



A significant slowdown in the demand for our customers products would adversely affect our business.



In portions of our medical and industrial segments, we design and manufacture various display solutions that our customers incorporate into their
products. As a result, our success partly depends upon the widespread market acceptance of our customers products. Accordingly, we must identify industries that have significant growth potential and establish relationships with customers in
those industries. Failure to identify potential growth opportunities or establish relationships with customers in those industries would adversely affect our business. Dependence on the success of our customers products exposes us to a variety
of risks, including the following:



| |  |  | our ability to match our design and manufacturing capacity with customer demand and to maintain satisfactory delivery schedules;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | customer order patterns, changes in order mix and the level and timing of orders that we can manufacture and ship in a quarter; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the cyclical nature of the industries and markets our customers serve.
| | - |  | ----------------------------------------------------------------------



Failure to address these risks could have a material adverse effect on our business, financial condition and results of operations.



24



---

We do not have long-term purchase commitments from our customers.



Our business is generally characterized by short-term purchase orders. We
typically plan our production and inventory levels based on internal forecasts of customer demand which rely in part on nonbinding forecasts provided by our customers. As a result, our backlog generally does not exceed three months, which makes
forecasting our sales difficult. Inaccuracies in our forecast as a result of changes in customer demand or otherwise may result in our inability to service customer demand in an acceptable timeframe, our holding excess and obsolete inventory or
having unabsorbed manufacturing overhead. The failure to obtain anticipated orders and deferrals or cancellations of purchase commitments because of changes in customer requirements could have a material adverse effect on our business, financial
condition and results of operations. We have experienced such problems in the past and may experience such problems in the future.



We must maintain satisfactory manufacturing yields and capacity.



An inability to maintain sufficient levels of productivity or to satisfy delivery schedules at our manufacturing facilities would adversely affect our
operating results. The design and manufacture of our EL displays involves highly complex processes that are sensitive to a wide variety of factors, including the level of contaminants in the manufacturing environment, impurities in the materials
used and the performance of personnel and equipment. At times we have experienced lower-than-anticipated manufacturing yields and lengthened delivery schedules and may experience such problems in the future, particularly with respect to new products
or technologies. Any such problems could have a material adverse effect on our business, financial condition and results of operations.



Item 7A.    Quantitative and Qualitative Disclosures About Market Risk



The Companys exposure to market risk for changes in interest rates relates primarily to its investment portfolio and
short-term and long-term debt obligations. The Company mitigates its risk by diversifying its investments among high-credit-quality securities in accordance with the Companys investment policy.



The Company believes that its net income or cash flow exposure relating to
rate changes for short-term and long-term debt obligations are not material. The Company primarily enters into debt obligations to support acquisitions, capital expenditures and working capital needs. The Company does not hedge any interest rate
exposures.



Interest expense is affected by the general level
of U. S. interest rates and/or LIBOR. Increases in interest expense resulting from an increase in interest rates would be at least partially offset by a corresponding increase in interest earned on the Companys investments.



The Euro is the functional currency of the Companys subsidiary in
Finland. The Company enters into foreign exchange forward contracts to hedge certain balance sheet exposures and intercompany balances against future movements in foreign exchange rates. The forward exchange contracts are settled and renewed on a
monthly basis in order to maintain a balance between the balance sheet exposures and the contract amounts. The Company maintained open contracts of approximately $13.8 million at September 24, 2004. If rates shifted dramatically, the Company
believes it would not be materially impacted. In addition, the Company does maintain cash balances denominated in currencies other than the U. S. Dollar. If foreign exchange rates were to weaken against the U. S. Dollar, the Company believes that
the fair value of these foreign currency amounts would not decline by a material amount.



25



---

Item 8.    Financial Statements and Supplementary Data



PLANAR SYSTEMS, INC.



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                     |  |     
|---------------------------------------------------- |  | ----
|                                                     |  | Page
|Independent Registered Public Accounting Firm Report |  | 27  
|Consolidated Balance Sheets                          |  | 28  
|Consolidated Statements of Operations                |  | 29  
|Consolidated Statements of Cash Flows                |  | 30  
|Consolidated Statements of Shareholders Equity      |  | 31  
|Notes to Consolidated Financial Statements           |  | 32  



26



---

Independent Registered Public Accounting Firm Report



The Board of Directors

Planar Systems, Inc. and Subsidiaries:



We have audited the accompanying consolidated balance sheets of Planar Systems, Inc. and subsidiaries as of September 24,
2004 and September 26, 2003, and the related consolidated statements of operations, shareholders equity and cash flows for each of the years in the three-year period ended September 24, 2004. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based upon our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Planar Systems, Inc. and subsidiaries as of September 24, 2004 and September 26, 2003, and the results of their operations, and their cash flows for
each of the years in the three-year period ended September 24, 2004 in conformity with U. S. generally accepted accounting principles.



/s/ KPMG LLP



Portland, Oregon

October 18, 2004



27



---

PLANAR SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                 |  |                                  |         |   |               |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------- | - | ------------- | - | ------- | -
|                                                                                                                                 |  | Sept. 24,2004                    |         |   | Sept. 26,2003 |  
|                                                                                                                                 |  | (In thousands, exceptshare data) |        
|ASSETS                                                                                                                           |  |                                  |         |   |               |   |         |  
|Current assets:                                                                                                                  |  |                                  |         |   |               |   |         |  
|Cash and cash equivalents                                                                                                        |  | $                                | 30,265  |   |               | $ | 37,424  |  
|Accounts receivable, net of allowance for doubtful accounts of $529 at 2004 and $790 at 2003 (Note 2)                            |  |                                  | 31,221  |   |               |   | 37,148  |  
|Inventories                                                                                                                      |  |                                  | 51,802  |   |               |   | 39,255  |  
|Other current assets (Note 9)                                                                                                    |  |                                  | 11,005  |   |               |   | 11,536  |  
|                                                                                                                                 |  |                                  |         |   |               |   |         |  
|Total current assets                                                                                                             |  |                                  | 124,293 |   |               |   | 125,363 |  
|Property, plant and equipment, net (Note 5)                                                                                      |  |                                  | 17,860  |   |               |   | 19,898  |  
|Goodwill                                                                                                                         |  |                                  | 49,001  |   |               |   | 49,001  |  
|Intangible assets, net                                                                                                           |  |                                  | 7,815   |   |               |   | 10,547  |  
|Other assets (Note 9)                                                                                                            |  |                                  | 7,455   |   |               |   | 5,027   |  
|                                                                                                                                 |  |                                  |         |   |               |   |         |  
|                                                                                                                                 |  | $                                | 206,424 |   |               | $ | 209,836 |  
|                                                                                                                                 |  |                                  |         |   |               |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                             |  |                                  |         |   |               |   |         |  
|Current liabilities:                                                                                                             |  |                                  |         |   |               |   |         |  
|Accounts payable                                                                                                                 |  | $                                | 19,946  |   |               | $ | 20,076  |  
|Accrued compensation                                                                                                             |  |                                  | 3,007   |   |               |   | 5,560   |  
|Current portion of long-term debt and capital leases (Note 6)                                                                    |  |                                  | 193     |   |               |   | 12,373  |  
|Deferred revenue                                                                                                                 |  |                                  | 1,413   |   |               |   | 410     |  
|Other current liabilities (Notes 7 and 9)                                                                                        |  |                                  | 9,114   |   |               |   | 13,498  |  
|                                                                                                                                 |  |                                  |         |   |               |   |         |  
|Total current liabilities                                                                                                        |  |                                  | 33,673  |   |               |   | 51,917  |  
|Long-term debt and capital leases, less current portion (Note 6)                                                                 |  |                                  | 847     |   |               |   | 3,217   |  
|Other long-term liabilities (Notes 8 and 9)                                                                                      |  |                                  | 6,376   |   |               |   | 3,863   |  
|                                                                                                                                 |  |                                  |         |   |               |   |         |  
|Total liabilities                                                                                                                |  |                                  | 40,896  |   |               |   | 58,997  |  
|                                                                                                                                 |  |                                 
|Shareholders equity:                                                                                                            |  |                                  |         |   |               |   |         |  
|Preferred stock, $.01 par value, authorized 10,000,000 shares, no shares issued                                                  |  |                                  |        |   |               |   |        |  
|Common stock, no par value. Authorized 30,000,000 shares; issued 14,638,302 and 14,391,880 shares at 2004 and 2003,
respectively |  |                                  | 130,924 |   |               |   | 126,947 |  
|Retained earnings                                                                                                                |  |                                  | 39,786  |   |               |   | 30,621  |  
|Accumulated other comprehensive loss (Note 14)                                                                                   |  |                                  | (5,182  | ) |               |   | (6,729  | )
|                                                                                                                                 |  |                                  |         |   |               |   |         |  
|Total shareholders equity                                                                                                       |  |                                  | 165,528 |   |               |   | 150,839 |  
|                                                                                                                                 |  |                                  |         |   |               |   |         |  
|                                                                                                                                 |  | $                                | 206,424 |   |               | $ | 209,836 |  
|                                                                                                                                 |  |                                  |         |   |               |   |         |  



See accompanying notes
to consolidated financial statements.



28



---

PLANAR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|----------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------- | - | ------------- | - | ------- | ------------- |  | - | ------- | -
|                                                                                          |  | Fiscal year ended                        |        
|                                                                                          |  | Sept. 24,2004                            |         |   | Sept. 26,2003 |   |         | Sept. 27,2002 | 
|                                                                                          |  | (In thousands, except per share amounts) |        
|Sales                                                                                     |  | $                                        | 256,196 |   |               | $ | 251,927 |               |  | $ | 205,929 |  
|Cost of sales                                                                             |  |                                          | 196,831 |   |               |   | 175,587 |               |  |   | 145,599 |  
|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|Gross profit                                                                              |  |                                          | 59,365  |   |               |   | 76,340  |               |  |   | 60,330  |  
|Operating expenses:                                                                       |  |                                          |         |   |               |   |         |               |  |   |         |  
|Research and development, net                                                             |  |                                          | 10,737  |   |               |   | 11,142  |               |  |   | 12,895  |  
|Sales and marketing                                                                       |  |                                          | 18,146  |   |               |   | 19,651  |               |  |   | 15,286  |  
|General and administrative                                                                |  |                                          | 15,586  |   |               |   | 17,158  |               |  |   | 13,638  |  
|Amortization of intangible assets                                                         |  |                                          | 2,732   |   |               |   | 2,832   |               |  |   | 1,180   |  
|Impairment, restructuring and in-process research and development charges (Notes 3 and 4) |  |                                          | (640    | ) |               |   | 495     |               |  |   | 20,710  |  
|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|Total operating expenses                                                                  |  |                                          | 46,561  |   |               |   | 51,278  |               |  |   | 63,709  |  
|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|Income (loss) from operations                                                             |  |                                          | 12,804  |   |               |   | 25,062  |               |  |   | (3,379  | )
|Non-operating income (expense):                                                           |  |                                          |         |   |               |   |         |               |  |   |         |  
|Interest income                                                                           |  |                                          | 228     |   |               |   | 446     |               |  |   | 479     |  
|Interest expense                                                                          |  |                                          | (672    | ) |               |   | (1,710  | )             |  |   | (1,747  | )
|Foreign exchange, net                                                                     |  |                                          | (29     | ) |               |   | (40     | )             |  |   | (154    | )
|Other, net                                                                                |  |                                          | 471     |   |               |   | 21      |               |  |   | (140    | )
|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|Net non-operating expense                                                                 |  |                                          | (2      | ) |               |   | (1,283  | )             |  |   | (1,562  | )
|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|Income (loss) before income taxes                                                         |  |                                          | 12,802  |   |               |   | 23,779  |               |  |   | (4,941  | )
|Provision (benefit) for income taxes (Note 9)                                             |  |                                          | 3,524   |   |               |   | 8,577   |               |  |   | (1,879  | )
|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|Net income (loss)                                                                         |  | $                                        | 9,278   |   |               | $ | 15,202  |               |  | $ | (3,062  | )
|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|Basic net income (loss) per share                                                         |  | $                                        | 0.64    |   |               | $ | 1.08    |               |  | $ | (0.24   | )
|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|Average shares outstandingbasic                                                          |  |                                          | 14,597  |   |               |   | 14,016  |               |  |   | 12,937  |  
|Diluted net income (loss) per share                                                       |  | $                                        | 0.62    |   |               | $ | 1.04    |               |  | $ | (0.24   | )
|                                                                                          |  |                                          |         |   |               |   |         |               |  |   |         |  
|Average shares outstandingdiluted                                                        |  |                                          | 14,860  |   |               |   | 14,572  |               |  |   | 12,937  |  



See accompanying notes
to consolidated financial statements.



29



---

PLANAR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                        |  |                   |         |   |               |   |         |               |  |   |         |  
|--------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------- | - | ------- | ------------- |  | - | ------- | -
|                                                                                        |  | Fiscal year ended |        
|                                                                                        |  | Sept. 24,2004     |         |   | Sept. 26,2003 |   |         | Sept. 27,2002 | 
|                                                                                        |  | (In thousands)    |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                   |  |                   |         |   |               |   |         |               |  |   |         |  
|Net income (loss)                                                                       |  | $                 | 9,278   |   |               | $ | 15,202  |               |  | $ | (3,062  | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities |  |                   |         |   |               |   |         |               |  |   |         |  
|Depreciation and amortization                                                           |  |                   | 8,882   |   |               |   | 9,757   |               |  |   | 9,358   |  
|Impairment, restructuring and in-process research and development charges               |  |                   | (640    | ) |               |   | 495     |               |  |   | 22,221  |  
|Deferred taxes                                                                          |  |                   | 3,478   |   |               |   | 1,279   |               |  |   | 1,594   |  
|Tax benefit of stock options exercised                                                  |  |                   | 338     |   |               |   | 2,697   |               |  |   | 2,535   |  
|Gain on investments, net                                                                |  |                   | (379    | ) |               |   |        |               |  |   |        |  
|(Increase) decrease in accounts receivable                                              |  |                   | 6,199   |   |               |   | (6,401  | )             |  |   | 9,466   |  
|(Increase) decrease in inventories                                                      |  |                   | (12,145 | ) |               |   | (10,328 | )             |  |   | (7,494  | )
|(Increase) decrease in other current assets                                             |  |                   | 1,156   |   |               |   | 603     |               |  |   | (2,412  | )
|Increase (decrease) in accounts payable                                                 |  |                   | (511    | ) |               |   | 13,917  |               |  |   | (3,257  | )
|Decrease in accrued compensation                                                        |  |                   | (2,859  | ) |               |   | (359    | )             |  |   | (787    | )
|Increase (decrease) in deferred revenue                                                 |  |                   | 906     |   |               |   | (199    | )             |  |   | 125     |  
|Increase (decrease) in other current liabilities                                        |  |                   | (6,520  | ) |               |   | 2,067   |               |  |   | (4,603  | )
|                                                                                        |  |                   |         |   |               |   |         |               |  |   |         |  
|Net cash provided by operating activities                                               |  |                   | 7,183   |   |               |   | 28,730  |               |  |   | 23,684  |  
|                                                                                        |  |                   |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                   |  |                   |         |   |               |   |         |               |  |   |         |  
|Purchase of property, plant and equipment                                               |  |                   | (5,155  | ) |               |   | (2,702  | )             |  |   | (5,706  | )
|Investment in a business                                                                |  |                   |        |   |               |   |        |               |  |   | (52,216 | )
|Proceeds from sale of investment                                                        |  |                   | 1,000   |   |               |   |        |               |  |   |        |  
|Increase (decrease) in other long-term liabilities                                      |  |                   |        |   |               |   | (57     | )             |  |   | 223     |  
|(Increase) decrease in long term assets                                                 |  |                   | (99     | ) |               |   | 330     |               |  |   | 19      |  
|                                                                                        |  |                   |         |   |               |   |         |               |  |   |         |  
|Net cash used in investing activities                                                   |  |                   | (4,254  | ) |               |   | (2,429  | )             |  |   | (57,680 | )
|                                                                                        |  |                   |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                   |  |                   |         |   |               |   |         |               |  |   |         |  
|Payments of long-term debt and capital lease obligations                                |  |                   | (21,486 | ) |               |   | (35,615 | )             |  |   | (3,922  | )
|Proceeds from long-term debt                                                            |  |                   | 6,936   |   |               |   |        |               |  |   | 40,000  |  
|Stock repurchase                                                                        |  |                   | (113    | ) |               |   | (519    | )             |  |   | (554    | )
|Net proceeds from issuance of capital stock                                             |  |                   | 3,639   |   |               |   | 6,730   |               |  |   | 15,906  |  
|                                                                                        |  |                   |         |   |               |   |         |               |  |   |         |  
|Net cash provided by (used in) financing activities                                     |  |                   | (11,024 | ) |               |   | (29,404 | )             |  |   | 51,430  |  
|Effect of exchange rate changes                                                         |  |                   | 936     |   |               |   | 3,076   |               |  |   | (1,990  | )
|                                                                                        |  |                   |         |   |               |   |         |               |  |   |         |  
|Net increase (decrease) in cash and cash equivalents                                    |  |                   | (7,159  | ) |               |   | (27     | )             |  |   | 15,444  |  
|Cash and cash equivalents at beginning of period                                        |  |                   | 37,424  |   |               |   | 37,451  |               |  |   | 22,007  |  
|                                                                                        |  |                   |         |   |               |   |         |               |  |   |         |  
|Cash and cash equivalents at end of period                                              |  | $                 | 30,265  |   |               | $ | 37,424  |               |  | $ | 37,451  |  
|                                                                                        |  |                   |         |   |               |   |         |               |  |   |         |  
|Supplemental cash flow disclosure                                                       |  |                   |         |   |               |   |         |               |  |   |         |  
|Cash paid for interest                                                                  |  | $                 | 672     |   |               | $ | 1,885   |               |  | $ | 1,693   |  
|Cash paid for income taxes                                                              |  |                   | 2,478   |   |               |   | 1,820   |               |  |   | 378     |  
|Acquisition of assets under capital leases                                              |  |                   |        |   |               |   |        |               |  |   | 1,422   |  



See accompanying notes
to consolidated financial statements.



30



---

PLANAR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY



|                                                       |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|------------------------------------------------------ |  | ------------------------------------ | - | ---------------- | ------ | ------- | ------------------------------------------ | - | ------ | ------------------------ |  | - | ------- | - |  | - | ------- | -
|                                                       |  | Common Stock                         |   | RetainedEarnings |        |         | AccumulatedOtherComprehensiveIncome (Loss) |   |        | TotalShareholdersEquity | 
|                                                       |  | Shares                               |   |                  | Amount |         |                                            |  
|                                                       |  | (In thousands, except share amounts) |  
|BALANCE, SEPTEMBER 28, 2001                            |  | 12,533,823                           |   |                  | $      | 87,803  |                                            | $ | 19,554 |                          |  | $ | (11,268 | ) |  | $ | 96,089  |  
|Components of comprehensive loss (Note 14):            |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|Net loss                                               |  |                                     |   |                  |        |        |                                            |   | (3,062 | )                        |  |   |        |   |  |   | (3,062  | )
|Currency translation adjustment, net                   |  |                                     |   |                  |        |        |                                            |   |       |                          |  |   | 2,312   |   |  |   | 2,312   |  
|Unrealized loss on investments, net                    |  |                                     |   |                  |        |        |                                            |   |       |                          |  |   | (143    | ) |  |   | (143    | )
|                                                       |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|Total comprehensive loss                               |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   | (893    | )
|Proceeds from issuance of common stock                 |  | 1,094,498                            |   |                  |        | 15,906  |                                            |   |       |                          |  |   |        |   |  |   | 15,906  |  
|Tax benefit of stock options exercised (Note 9)        |  |                                     |   |                  |        | 2,535   |                                            |   |       |                          |  |   |        |   |  |   | 2,535   |  
|Value of stock options assumed in acquisition (Note 3) |  |                                     |   |                  |        | 11,276  |                                            |   |       |                          |  |   |        |   |  |   | 11,276  |  
|Stock repurchase                                       |  | (26,946                              | ) |                  |        |        |                                            |   | (554   | )                        |  |   |        |   |  |   | (554    | )
|                                                       |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|BALANCE, SEPTEMBER 27, 2002                            |  | 13,601,375                           |   |                  |        | 117,520 |                                            |   | 15,938 |                          |  |   | (9,099  | ) |  |   | 124,359 |  
|Components of comprehensive income (Note 14):          |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|Net income                                             |  |                                     |   |                  |        |        |                                            |   | 15,202 |                          |  |   |        |   |  |   | 15,202  |  
|Currency translation adjustment, net                   |  |                                     |   |                  |        |        |                                            |   |       |                          |  |   | 2,618   |   |  |   | 2,618   |  
|Unrealized loss on investments, net                    |  |                                     |   |                  |        |        |                                            |   |       |                          |  |   | (248    | ) |  |   | (248    | )
|                                                       |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|Total comprehensive income                             |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   | 17,572  |  
|Proceeds from issuance of common stock                 |  | 814,606                              |   |                  |        | 6,730   |                                            |   |       |                          |  |   |        |   |  |   | 6,730   |  
|Tax benefit of stock options exercised (Note 9)        |  |                                     |   |                  |        | 2,697   |                                            |   |       |                          |  |   |        |   |  |   | 2,697   |  
|Stock repurchase                                       |  | (24,101                              | ) |                  |        |        |                                            |   | (519   | )                        |  |   |        |   |  |   | (519    | )
|                                                       |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|BALANCE, SEPTEMBER 26, 2003                            |  | 14,391,880                           |   |                  |        | 126,947 |                                            |   | 30,621 |                          |  |   | (6,729  | ) |  |   | 150,839 |  
|Components of comprehensive income (Note 14):          |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|Net income                                             |  |                                     |   |                  |        |        |                                            |   | 9,278  |                          |  |   |        |   |  |   | 9,278   |  
|Currency translation adjustment, net                   |  |                                     |   |                  |        |        |                                            |   |       |                          |  |   | 1,319   |   |  |   | 1,319   |  
|Unrealized gain on investments, net                    |  |                                     |   |                  |        |        |                                            |   |       |                          |  |   | 228     |   |  |   | 228     |  
|                                                       |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|Total comprehensive income                             |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   | 10,825  |  
|Proceeds from issuance of common stock                 |  | 251,422                              |   |                  |        | 3,639   |                                            |   |       |                          |  |   |        |   |  |   | 3,639   |  
|Tax benefit of stock options exercised (Note 9)        |  |                                     |   |                  |        | 338     |                                            |   |       |                          |  |   |        |   |  |   | 338     |  
|Stock repurchase                                       |  | (5,000                               | ) |                  |        |        |                                            |   | (113   | )                        |  |   |        |   |  |   | (113    | )
|                                                       |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  
|BALANCE, SEPTEMBER 24, 2004                            |  | 14,638,302                           |   |                  | $      | 130,924 |                                            | $ | 39,786 |                          |  | $ | (5,182  | ) |  | $ | 165,528 |  
|                                                       |  |                                      |   |                  |        |         |                                            |   |        |                          |  |   |         |   |  |   |         |  



See accompanying notes
to consolidated financial statements.



31



---

PLANAR SYSTEMS, INC.



NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS



THREE YEARS ENDED
SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Operations



Planar Systems, Inc. was incorporated on April 27, 1983 and commenced operations in June 1983. Planar Systems, Inc., and its
wholly owned subsidiaries (collectively, the Company) are engaged in developing, manufacturing and marketing electronic display products and systems. These display products and systems are primarily electroluminescent displays (EL),
active matrix liquid crystal displays (AMLCD) and plasma display panels (PDP).



Principles of consolidation



The consolidated
financial statements include the financial statements of Planar Systems, Inc. and its wholly-owned subsidiaries, Planar International Ltd., and DOME imaging systems, inc. All significant intercompany accounts and transactions are eliminated in
consolidation.



Fiscal year



The Companys fiscal year ends on the last Friday in September. The
last days of fiscal 2004, 2003, and 2002 were September 24, September 26, and September 27, respectively. Due to statutory requirements, Planar Internationals fiscal year-end is September 30. All references to a year in these notes are to the
Companys fiscal year ended in the period stated which includes the fiscal year results of Planar International.



Use of estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts
of sales and expenses during the reporting period. Actual results may differ from those estimates.



Foreign currency translation



The local currency is the functional currency of the Companys foreign subsidiary. Assets and liabilities of the foreign subsidiary are translated into U.S. Dollars at current exchange rates, and sales and expenses are translated using
average rates. Gains and losses from translation of net assets are included in accumulated other comprehensive loss. Gains and losses from foreign currency transactions are included as a component of non-operating income (expense).



Cash and cash equivalents



Cash and cash equivalents include cash deposits in banks and highly liquid
instruments with maturities of three months or less from the time of purchase.



Investments



Debt securities for which the
Company does not have the intent or ability to hold to maturity are classified as available for sale, along with the Companys investment in equity securities. Securities available for sale are



32



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



carried at fair value, with unrealized gains and losses, net of tax, reported in accumulated other comprehensive loss. At September 24, 2004 and September
26, 2003, the Company had no investments that qualified as trading or held to maturity.



Trade Accounts Receivable



Trade accounts
receivable are recorded at the invoiced amount and do not bear interest. The Company has established an allowance for doubtful accounts which represents the Companys best estimate of the amount of the probable credit losses in the
Companys existing accounts receivable. The Company determines the allowance by performing ongoing evaluations of its customers and their ability to make payments. The Company determines the adequacy of the allowance based on length of time
past due, historical experience and judgment of economic conditions. Additionally, the Company has a credit policy that is applied to its potential customers. Account balances are charged off against the allowance after all options have been
exhausted and the potential recovery is considered unlikely.



Inventories



Inventories are stated at the lower of cost (first-in,
first-out method) or market, net of adjustments for estimated inventory obsolescence based upon the Companys best estimate of future product demand. Inventories consist of:



|                 |  |      |        |      |   |       
|---------------- |  | ---- | ------ | ---- | - | ------
|                 |  | 2004 |        | 2003
|Raw materials    |  | $    | 13,990 |      | $ | 11,308
|Work in progress |  |      | 1,942  |      |   | 2,891 
|Finished goods   |  |      | 35,870 |      |   | 25,056
|                 |  |      |        |      |   |       
|                 |  | $    | 51,802 |      | $ | 39,255
|                 |  |      |        |      |   |       



Property, plant and equipment



Depreciation of equipment is computed on a straight-line
basis over the estimated useful lives of the assets, generally three to seven years. Capitalized leases and leasehold improvements are amortized on a straight-line basis over the lesser of the life of the leases or the estimated useful lives of the
assets. Depreciation of the buildings is computed on a straight-line basis over the estimated useful life of the buildings, estimated to be 39 years.



Other assets



Included in other assets of $7,455 and $5,027 as of September 24, 2004 and September 26, 2003, respectively, are assets associated with equipment which
had not been placed in service as of September 24, 2004 and September 26, 2003 in the amounts of $3,379 and $1,615, respectively.



Income taxes



Deferred tax assets and liabilities are established for the temporary differences between the financial reporting basis and the tax basis of the
Companys assets and liabilities at the enacted tax rates expected to be in effect when such amounts are realized or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the
deferred tax assets will not be realized.



33



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



Revenue recognition



The Company recognizes revenue for product sales when title transfers and risk of loss has passed to the customer, which is generally upon shipment of
our products to our customers. The Company defers and recognizes service revenue over the contractual period or as services are rendered. Some distributor agreements allow for potential return of products and pre-established contractual obligations
for price protection under certain conditions within limited time periods. Such return rights are generally limited to contractually defined short-term stock rotation. The Company estimates sales returns and price adjustments based on historical
experience and other qualitative factors. The Company estimates expected sales returns and price adjustments and records the amounts as a reduction in revenue at the later of the time of shipment or when the pricing decision is made. Each period,
price protection is estimated based upon pricing decisions made and information received from customers as to the amount of inventory they are holding. Judgments are required in evaluating the credit worthiness of our customers. Credit is not
extended to customers and revenue is not recognized until the Company has determined that the risk of uncollectibility is minimal.



Research and development costs



Research and development costs are expensed as incurred. The Company periodically enters into research and development contracts with certain governmental
agencies and private-sector companies. These contracts generally provide for reimbursement of costs. Funding from research and development contracts is recognized as a reduction in operating expenses during the period in which the services are
performed and related direct expenses are incurred, as follows:



|                                 |  |      |        |   |      |   |        |      |  |   |        |  
|-------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                 |  | 2004 |        |   | 2003 |   |        | 2002 | 
|Research and development expense |  | $    | 11,063 |   |      | $ | 13,467 |      |  | $ | 15,143 |  
|Contract funding                 |  |      | (326   | ) |      |   | (2,325 | )    |  |   | (2,248 | )
|                                 |  |      |        |   |      |   |        |      |  |   |        |  
|Research and development, net    |  | $    | 10,737 |   |      | $ | 11,142 |      |  | $ | 12,895 |  
|                                 |  |      |        |   |      |   |        |      |  |   |        |  



Warranty



The Company provides a warranty for its products and establishes an
allowance at the time of sale to cover estimated costs during the warranty period. The warranty period is generally between 12 and 36 months. This reserve is included in other current liabilities (Note 7).



Intangible assets



The intangible assets consist primarily of developed technology and are being amortized over their estimated useful lives.
The weighted-average amortization period was approximately four years. As of September 24, 2004, and September 26, 2003, the Company had recorded accumulated amortization of $6,744 and $4,012, respectively. The amortization expense is estimated to
be $2,213, $1,680, $1,226, $589 and $589 in fiscal 2005 through 2009, respectively.



Goodwill



In June 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, (FAS 142), which changes the accounting for goodwill from an amortization method to an
impairment-only approach. The Company accounts for goodwill



34



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



using an impairment-only approach. Goodwill is tested annually and whenever events or circumstances occur indicating that goodwill may be impaired. Based
upon the Companys impairment analysis completed in the second quarter of fiscal 2004, the Company concluded there was no impairment of goodwill under FAS 142. Goodwill of $45,573 has been assigned to the Medical Segment and $3,428 has been
assigned to the Industrial Segment.



Impairment of long-lived assets



Long-lived assets and intangible assets are reviewed for
impairment when events or circumstances indicate costs may not be recoverable. Impairment exists when the carrying value of the asset is greater than the undiscounted future cash flows expected to be provided by the asset. If impairment exists, the
asset is written down to its fair value. Fair value is determined through quoted market values or through the calculation of the present value of future cash flows expected to be provided by the asset. See additional discussion in Footnote 4,
Impairment and restructuring charges.



Advertising expenses



All advertising expenditures are expensed as incurred and were $3,487,
$3,134 and $2,033 in fiscal 2004, 2003 and 2002, respectively.



Net income
(loss) per share



Basic net income (loss) per share was
computed using the weighted average number of common shares outstanding during each period. Diluted net income (loss) per share is computed using the weighted average number of common shares plus dilutive common equivalent shares outstanding during
the period. Incremental shares of 263,000, 556,000, and 0 for the fiscal years ended September 24, 2004, September 26, 2003, and September 27, 2002, respectively, were used in the calculations of diluted earnings per share. In years in which a net
loss is incurred, no common stock equivalents are included since they are antidilutive. Potential common equivalent shares related to stock options excludes 1,909,762, 1,600,687 and 900,321 shares not included in the computation of diluted net
income (loss) per share because the options exercise price was greater than the average market price of the common shares for the years ended September 24, 2004, September 26, 2003 and September 27, 2002, respectively.



Financial instruments



For short-term financial instruments, including cash and cash equivalents, accounts receivable, short-term debt, accounts
payable and accrued compensation, the carrying amount approximates the fair value because of the immediate short-term nature of those instruments. The fair value of long-term debt is estimated based upon quoted market prices for similar instruments
or by discounting expected cash flows at rates currently available to the Company for instruments with similar risks and maturities. The differences between the fair values and carrying amounts of the Companys financial instruments at
September 24, 2004 and September 26, 2003 were not material.



Derivative
instruments



In January 2001, the Company began using
forward exchange contracts to hedge the fluctuations in the dollar value of its foreign currency accounts receivable and payables related to its Finnish operations which are denominated in Euros. In the years ended September 24, 2004, September 26,
2003, and September 27, 2002, the



35



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



net loss on foreign currency exchange transactions was $29, $40 and $154, respectively, which has been recorded as foreign exchange, net in the Consolidated
Statements of Operations. The forward exchange contracts are settled and renewed on a monthly basis in order to maintain a balance between the balance sheet exposures and the contract amounts. The fair value of the contracts are inconsequential due
to the short duration of the contracts. The Company maintained open contracts of approximately $13,800 as of September 24, 2004.



Stock-based compensation plans



The Company accounts for its stock-based compensation plans under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees.



If the Company accounted for its stock-based
compensation plans in accordance with Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, the Companys net income (loss) and net income (loss) per share would approximate the pro forma
disclosures below:



|                                                                                                                                         |  |                   |        |   |                |   |        |                |  |   |        |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | - | -------------- | - | ------ | -------------- |  | - | ------ | -
|                                                                                                                                         |  | Fiscal year ended |       
|                                                                                                                                         |  | Sept. 24, 2004    |        |   | Sept. 26, 2003 |   |        | Sept. 27, 2002 | 
|Net income (loss), as reported                                                                                                           |  | $                 | 9,278  |   |                | $ | 15,202 |                |  | $ | (3,062 | )
|Less total stock based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                   | (2,941 | ) |                |   | (4,070 | )              |  |   | (4,731 | )
|                                                                                                                                         |  |                   |        |   |                |   |        |                |  |   |        |  
|Pro forma net income (loss)                                                                                                              |  | $                 | 6,337  |   |                | $ | 11,132 |                |  | $ | (7,793 | )
|                                                                                                                                         |  |                   |        |   |                |   |        |                |  |   |        |  
|Net income (loss) per share:                                                                                                             |  |                   |        |   |                |   |        |                |  |   |        |  
|Basicas reported                                                                                                                        |  | $                 | 0.64   |   |                | $ | 1.08   |                |  | $ | (0.24  | )
|                                                                                                                                         |  |                   |        |   |                |   |        |                |  |   |        |  
|Basicpro forma                                                                                                                          |  | $                 | 0.43   |   |                | $ | 0.79   |                |  | $ | (0.60  | )
|                                                                                                                                         |  |                   |        |   |                |   |        |                |  |   |        |  
|Dilutedas reported                                                                                                                      |  | $                 | 0.62   |   |                | $ | 1.04   |                |  | $ | (0.24  | )
|                                                                                                                                         |  |                   |        |   |                |   |        |                |  |   |        |  
|Dilutedpro forma                                                                                                                        |  | $                 | 0.43   |   |                | $ | 0.76   |                |  | $ | (0.60  | )
|                                                                                                                                         |  |                   |        |   |                |   |        |                |  |   |        |  



The effects of
applying FAS No. 123 in this proforma disclosure are not indicative of future amounts. FAS No. 123 does not apply to awards prior to January 1, 1995 and additional awards are anticipated in future years.



Reclassification



Certain balances in the 2003 and 2002 financial statements have been reclassified to conform with 2004 presentations. Such
reclassifications had no effect on results of operations or retained earnings.



Recent Accounting Pronouncements



On March 31,
2004, the FASB issued a proposed Statement, Share-Based Payment, that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or
(b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments. The proposed Statement would eliminate the ability to account for share-based
compensation transactions using APB Opinion No. 25 and generally would require instead that such transactions be accounted for using a fair-value-based method. If adopted in its current form, the proposed Statement would be effective for any interim
or annual period beginning after June 15, 2005.



36



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



NOTE 2    CONCENTRATION OF RISK



Credit risk



Financial instruments that potentially subject the Company to concentration of credit risk consist principally of trade
receivables and investments. The risk in trade accounts receivable is limited due to the credit worthiness of the companies comprising the Companys customer base and their dispersion across many different sectors of the electronics industry
and geographies. The risk in investments is limited due to the credit worthiness of investees comprising the portfolio, the short-term duration of the investments and the diversity of the portfolio. At September 24, 2004, the Company does not
believe it had any significant credit risks.



Supplier risks



The Company relies on third party manufacturers for a significant portion
of its product components. Reliance on suppliers raises several risks, including the possibility of defective parts, reduced control over the availability and delivery schedule for parts, and the possibility of increases in component costs. The
Companys supply of products and profitability can be adversely affected by each of these risks.



The Company also purchases other single-source components for which it has no guaranteed alternative source of supply, and an extended interruption in the
supply of any of these components could adversely affect the Companys results of operations. Furthermore, many of the components used in the Companys products are purchased from suppliers located outside the United States. Trading
policies adopted in the future by the United States or foreign governments could restrict the availability of components or increase the cost of obtaining components. Any significant increase in component prices or decrease in component availability
could have an adverse effect on the Companys results of operations.



The risks mentioned above related to reliance on suppliers will also impact the Companys contract manufacturers. In addition, the Company is reliant on its contract manufacturers ability to maintain
suitable manufacturing facilities, train manufacturing employees, manage the supply chain effectively, manufacture a quality product, and provide spare parts in support of the Companys warranty and customer service obligations. Failure of the
Companys contract manufacturers to deliver in any one of these areas could have an adverse effect on its results of operations.



NOTE 3    BUSINESS ACQUISITIONS



On April 22, 2002, the Company completed the acquisition of DOME imaging systems, inc. (DOME), a designer, manufacturer and marketer of
computer graphic imaging boards, flat-panel displays and software for original equipment manufacturers in the medical field and other advanced image processing applications. As a result of the acquisition, the Company is able to offer a broader
range of medical display solutions which complements our medical product line. The acquisition was accounted for as a purchase and, accordingly, the operations of DOME are included in the consolidated financial statements from the date of
acquisition.



The total consideration paid was as follows:



|                                  |  |   |       
|--------------------------------- |  | - | ------
|Cash                              |  | $ | 52,216
|Value of stock options assumed    |  |   | 11,276
|Cash to be paid for stock options |  |   | 1,232 
|Closing and related costs         |  |   | 972   
|                                  |  |   |       
|Total                             |  | $ | 65,696
|                                  |  |   |       



37



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



The Company assumed options to purchase approximately 621,000 shares of DOME stock. The options were
valued using the Black-Scholes option pricing model with the following assumptions: expected life of 2 to 4 years; 0% dividend yield; 76.6% volatility and risk free interest rate of 5.1%. The cash to be paid for stock options related to certain
stock options that were assumed by the Company but which were not converted into a right to receive the Companys stock upon exercise. These options were valued based on the number of such options multiplied by $7.38 per share, which was the
purchase price per share in the acquisition.



The total
purchase price of the acquisition was allocated as follows:



|                                          |  |   |        |  
|----------------------------------------- |  | - | ------ | -
|Net tangible assets acquired              |  | $ | 9,130  |  
|Identifiable intangible assets            |  |   | 14,559 |  
|In-process research and development costs |  |   | 2,258  |  
|Goodwill                                  |  |   | 45,573 |  
|Deferred tax liabilities                  |  |   | (5,824 | )
|                                          |  |   |        |  
|Total                                     |  | $ | 65,696 |  
|                                          |  |   |        |  



The net tangible
assets were comprised of the following:



|                              |  |   |       
|----------------------------- |  | - | ------
|Cash                          |  | $ | 504   
|Accounts receivable           |  |   | 8,361 
|Inventories                   |  |   | 6,571 
|Other current assets          |  |   | 1,254 
|                              |  |   |       
|Total current assets          |  |   | 16,690
|Property, plant and equipment |  |   | 919   
|Other assets                  |  |   | 149   
|                              |  |   |       
|Total assets                  |  |   | 17,758
|Accounts payable              |  |   | 4,648 
|Accrued expenses              |  |   | 3,949 
|                              |  |   |       
|Total current liabilities     |  |   | 8,597 
|Other long-term liabilities   |  |   | 31    
|                              |  |   |       
|Total liabilities             |  |   | 8,628 
|                              |  |   |       
|Net tangible assets           |  | $ | 9,130 
|                              |  |   |       



The identifiable
intangible assets consisted primarily of developed technology and are being amortized over their estimated useful lives. The weighted average amortization period was approximately four years.



The in-process research and development costs of $2,258 were recorded in the
fiscal 2002 Consolidated Statement of Operations. These in-process research and development costs were written off at the date of acquisition in accordance with Financial Accounting Standards Board Interpretation No. 4, Applicability of FASB
Statement No. 2 to Business Combinations Accounted for by the Purchase Method. These costs primarily related to the development of a flat-panel interface controller which was approximately 60% complete and has now been completed. The value was
determined by estimating the net cash flows from the sale of products from 2002 through 2011 resulting from the completion of the project, and discounting the net cash flows back to their



38



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



present value using a risk adjusted discount rate of 25%. The estimated net cash flows from these products were based upon managements estimates of
related revenues, cost of sales, R&D costs, selling and marketing costs, general and administrative costs and income taxes.



Goodwill of $45,573 was recorded as a result of consideration paid in excess of the fair value of net tangible and intangible assets acquired, principally
due to the fair value of the revenue expected to be derived from future products and the value of the workforce acquired. Goodwill will not be amortized, but will be reviewed periodically for potential impairment. No amount of goodwill is expected
to be deductible for tax purposes. The goodwill has been assigned to the Medical segment.



The following table reflects the unaudited combined results of the Company and DOME, as if the merger had taken place at the beginning of each period presented. The proforma information includes adjustments for the
amortization of the intangible assets, the increased interest expense and the related tax effect of these adjustments. All periods exclude the $2,258 charge for in-process research and development costs. The proforma information does not necessarily
reflect the actual results that would have occurred nor is it necessarily indicative of future results of operations of the combined companies.



|                             |  |              |         |              |   |        
|---------------------------- |  | ------------ | ------- | ------------ | - | -------
|                             |  | Year ended  
|                             |  | Sept 27,2002 |         | Sept 28,2001
|Revenue                      |  | $            | 227,246 |              | $ | 233,360
|Net income                   |  | $            | 708     |              | $ | 16,130 
|Basic net income per share   |  | $            | 0.05    |              | $ | 1.33   
|Diluted net income per share |  | $            | 0.05    |              | $ | 1.20   



In October 2000, the
Company acquired a 12.5% interest in TopVision Technologies, a Taiwanese manufacturing Company. TopVision manufactures and sells flat-panel monitors. The Company paid $1,533 for its interest in TopVision. This investment was accounted for using the
cost method until TopVision became a publicly traded company at which time the investment was classified as available for sale. During fiscal 2004, the Company reduced the carrying value by $621 due to a sustained decline in the market value of that
investment that was determined to be other than temporary. During the years ended September 24, 2004, September 26, 2003, and September 27, 2002, the Company purchased $34,125, $21,784 and $45,623 of materials from TopVision, respectively. The
Company had accounts payable of $1,874 due to TopVision on September 24, 2004.



NOTE 4    IMPAIRMENT AND RESTRUCTURING CHARGES



Impairment, restructuring and in-process research and development charges consist of:



|                                                     |  |            |      |   |      |   |      |  |   |        |  
|---------------------------------------------------- |  | ---------- | ---- | - | ---- | - | ---- |  | - | ------ | -
|                                                     |  | Year ended |     
|                                                     |  | 2004       |      |   | 2003 |   | 2002 | 
|Impairment charges                                   |  | $          | (174 | ) |      | $ | 335  |  | $ | 14,338 |  
|Restructuring charges                                |  |            | (466 | ) |      |   | 160  |  |   | 5,625  |  
|In-process research and development charges (Note 3) |  |            |     |   |      |   |     |  |   | 2,258  |  
|Less amounts included in cost of sales               |  |            |     |   |      |   |     |  |   | (1,511 | )
|                                                     |  |            |      |   |      |   |      |  |   |        |  
|Total                                                |  | $          | (640 | ) |      | $ | 495  |  | $ | 20,710 |  
|                                                     |  |            |      |   |      |   |      |  |   |        |  



39



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



LCD, EL and Photonics Charges



2003 Severance Charges



During the fourth quarter of fiscal 2003, the Company decided to reduce its workforce by 28 employees in order to align operations with current market
conditions, improve profitability, and close a European sales office. As a result of this decision, the Company recorded severance charges of $898, which have been recorded as restructuring charges in the Consolidated Statement of Operations in the
fourth quarter of fiscal 2003. Cash of $898 was expected to be used in connection with these severance costs. This action was completed during fiscal 2004.



LCD, EL and Photonics Charges



During the fourth quarter of fiscal 2002, the Company decided to transition its passive-matrix LCD product manufacturing from Wisconsin to China,
consolidate its EL product manufacturing into a single factory in Finland and terminate the photonics Quantum programs that were directed at the optical telecommunication markets. These actions were intended to align operations with current market
conditions and to improve the profitability of the Companys operations. The Company completed its transition of PMLCD product manufacturing to China at the end of the first quarter of fiscal 2003. The consolidation of its EL manufacturing
facilities into one facility in Finland was completed by the end of fiscal 2003. The termination of the photonics Quantum programs was completed by the end of fiscal 2002. As a result of these decisions, the Company recorded charges of $19,963,
including charges primarily for impairment of fixed assets, workforce reductions of 236 employees, excess inventory and lease cancellation and restoration costs. Cash of $4,114 was expected to be used in connection with severance and lease
cancellation and restoration costs.



The Company recorded fixed
asset impairment charges of $14,338 as a result of these decisions. The majority of these charges were for equipment and machinery and includes estimates for the sales proceeds based upon prices for similar assets in the used equipment market. There
were also amounts included in the impairment charge for the building and land at the Wisconsin manufacturing facilities, which are based upon quoted real estate market prices. This facility is currently listed for sale. The Company also recorded
charges of $1,511 for excess and obsolete inventory, which has been identified as a direct result of the decision to consolidate facilities or transition the products to offshore manufacturers resulting in the exit of certain product lines. The
Company has also recorded a charge of $1,729 for lease cancellations and restoration. In addition, the Company has recorded severance charges of $2,385. The charges of $1,511 related to inventory have been recorded as cost of sales in the
Consolidated Statements of Operations in the fourth quarter of fiscal 2002. The remaining charges of $18,452 have been recorded as impairment and restructuring charges in the Consolidated Statements of Operations in the fourth quarter of fiscal
2002.



During the fourth quarter of fiscal 2003, the Company
recorded an additional charge of $335 for fixed asset impairment charges. This additional charge was due to changes in the original estimates of expected cash proceeds from the sale of fixed assets. In addition, the Company determined that $738 of
the original $19,963 charge was not required. The original estimates changed due to lease cancellation, restoration and severance costs being less than originally anticipated as employees left voluntarily or filled other vacant positions within the
Company. These changes in estimates from the original reserve were not anticipated and resulted in a non-recurring gain of $403 which has been recorded as impairment and restructuring charges in the Consolidated Statement of Operations in the fourth
quarter of 2003.



During the fourth quarter of fiscal 2004, the
Company determined that $466 of the original $19,963 charge was not required. The original estimates changed due to lease restoration costs being less than originally



40



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



anticipated as the Company and the landlord found a suitable tenant to lease the property as is and the Company did not have to restore the facility to its
original state. The Company also recognized $174 of gains on the sale of assets which had previously been impaired. These changes in estimates from the original reserve were not anticipated and resulted in a non-recurring gain of $640 which has been
recorded as impairment and restructuring charges in the Consolidated Statement of Operations in the fourth quarter of fiscal 2004.



The restructuring charges incurred affected the Companys financial position as follows:



|                                 |  |                     |        |   |                  |   |       |  
|-------------------------------- |  | ------------------- | ------ | - | ---------------- | - | ----- | -
|                                 |  | AccruedCompensation |        |   | OtherLiabilities |  
|Balance as of September 28, 2001 |  | $                   | 397    |   |                  | $ | 396   |  
|Additional charges               |  |                     | 2,385  |   |                  |   | 1,729 |  
|Cash paid out                    |  |                     | (703   | ) |                  |   | (385  | )
|                                 |  |                     |        |   |                  |   |       |  
|Balance as of September 27, 2002 |  |                     | 2,079  |   |                  |   | 1,740 |  
|Additional charges (adjustments) |  |                     | 513    |   |                  |   | (353  | )
|Cash paid out                    |  |                     | (1,696 | ) |                  |   | (219  | )
|                                 |  |                     |        |   |                  |   |       |  
|Balance as of September 26, 2003 |  |                     | 896    |   |                  |   | 1,168 |  
|Additional charges (adjustments) |  |                     |       |   |                  |   | (466  | )
|Cash paid out                    |  |                     | (896   | ) |                  |   | (535  | )
|                                 |  |                     |        |   |                  |   |       |  
|Balance as of September 24, 2004 |  | $                   |       |   |                  | $ | 167   |  
|                                 |  |                     |        |   |                  |   |       |  



During fiscal year
2004, the Company paid cash of $1,431 related to contractual liabilities, severance, and lease termination costs. The remaining amounts are expected to be paid during fiscal 2005.



NOTE 5    PROPERTY, PLANT AND EQUIPMENT



Property, plant and equipment, at cost, consists of:



|                                    |  |      |         |   |      |   |         |  
|----------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                    |  | 2004 |         |   | 2003 |  
|Land                                |  | $    | 115     |   |      | $ | 115     |  
|Buildings                           |  |      | 1,891   |   |      |   | 2,651   |  
|Machinery and equipment             |  |      | 47,111  |   |      |   | 54,359  |  
|                                    |  |      |         |   |      |   |         |  
|Total property, plant and equipment |  |      | 49,117  |   |      |   | 57,125  |  
|Less accumulated depreciation       |  |      | (31,257 | ) |      |   | (37,227 | )
|                                    |  |      |         |   |      |   |         |  
|Net property, plant and equipment   |  | $    | 17,860  |   |      | $ | 19,898  |  
|                                    |  |      |         |   |      |   |         |  



NOTE
6    BORROWINGS



Credit Facility



The Company entered into a $50,000 credit agreement on December 16, 2003.
This agreement replaced the Companys prior credit agreement. The Company had no borrowings outstanding as of September 24, 2004. The agreement expires December 1, 2008 and the borrowings are secured by substantially all assets of the Company.
The interest rates can fluctuate quarterly based upon the actual funded debt to EBITDA ratio and the LIBOR rate.



41



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



The agreement includes the following financial covenants: a fixed charge ratio, minimum EBITDA, minimum net worth and a funded-debt-to-EBITDA ratio. The
Company was in compliance with these covenants as of September 24, 2004.



Long-term debt



The Company had entered into
credit facilities with financial institutions to finance equipment purchases. As of September 24, 2004 and September 26, 2003, the Company had $0 and $2,618 outstanding under these loans.



Capitalized Leases



During the third quarter of fiscal 2002, the Company entered into a capital lease for the leasehold improvements in its new offices. Included in property,
plant and equipment was $1,422 of assets as of September 24, 2004, and September 26, 2003. Accumulated depreciation was $457 and $254 related to capitalized leases as of September 24, 2004 and September 26. 2003, respectively. Future minimum
payments under capital lease obligations at September 24, 2004 are as follows:



|                                            |  |   |      
|------------------------------------------- |  | - | -----
|2005                                        |  | $ | 246  
|2006                                        |  |   | 246  
|2007                                        |  |   | 246  
|2008                                        |  |   | 246  
|2009                                        |  |   | 207  
|                                            |  |   |      
|Total minimum lease payments                |  |   | 1,191
|Less amounts representing interest          |  |   | 151  
|                                            |  |   |      
|Present value of net minimum lease payments |  |   | 1,040
|Less current portion                        |  |   | 193  
|                                            |  |   |      
|Long-term portion of obligations            |  | $ | 847  
|                                            |  |   |      



NOTE 7    OTHER
CURRENT LIABILITIES



Other current liabilities consist of:



|                        |  |      |       |      |   |       
|----------------------- |  | ---- | ----- | ---- | - | ------
|                        |  | 2004 |       | 2003
|Warranty reserve        |  | $    | 2,715 |      | $ | 2,372 
|Contractual liabilities |  |      | 473   |      |   | 1,792 
|Income taxes payable    |  |      | 2,883 |      |   | 5,277 
|Other                   |  |      | 3,043 |      |   | 4,057 
|                        |  |      |       |      |   |       
|Total                   |  | $    | 9,114 |      | $ | 13,498
|                        |  |      |       |      |   |       



The Company provides a
warranty for its products and establishes an allowance at the time of sale to cover estimated costs during the warranty period. The warranty period is generally between 12 and 36 months. This reserve is included in other current liabilities.



42



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



The reconciliation of the changes in the warranty reserve is as follows:



|                                   |  |      |        |   |      |   |        |  
|---------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                   |  | 2004 |        |   | 2003 |  
|Balance at beginning of period     |  | $    | 2,372  |   |      | $ | 2,538  |  
|Cash paid for warranty repairs     |  |      | (3,761 | ) |      |   | (2,905 | )
|Provision for current period sales |  |      | 3,710  |   |      |   | 2,489  |  
|Provision for prior period sales   |  |      | 394    |   |      |   | 250    |  
|                                   |  |      |        |   |      |   |        |  
|Balance at end of period           |  | $    | 2,715  |   |      | $ | 2,372  |  
|                                   |  |      |        |   |      |   |        |  



NOTE 8    OTHER
LONG-TERM LIABILITIES



Other long-term liabilities consist
of:



|                                       |  |      |       |      |   |      
|-------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                       |  | 2004 |       | 2003
|Deferred income tax liability          |  | $    | 3,692 |      | $ | 2,121
|Deferred compensation plan liabilities |  |      | 2,684 |      |   | 1,742
|                                       |  |      |       |      |   |      
|Total                                  |  | $    | 6,376 |      | $ | 3,863
|                                       |  |      |       |      |   |      



The Company has a
deferred compensation plan wherein eligible executives may elect to defer up to 100% of their regular compensation and incentive awards, and non-employee Board members may elect to defer up to 100% of their directors compensation. The compensation
deferred under this plan is credited with earnings and losses as determined by the rate of return on investments selected by the plan participants. Each participant is fully vested in all deferred compensation and those earnings that have been
credited to their individual accounts. The Companys promise to pay amounts deferred under this plan is an unsecured obligation.



NOTE 9    INCOME TAXES



The components of income (loss) before income taxes consist of the following:



|         |  |      |        |      |   |        |      |  |   |        |  
|-------- |  | ---- | ------ | ---- | - | ------ | ---- |  | - | ------ | -
|         |  | 2004 |        | 2003 |   |        | 2002 | 
|Domestic |  | $    | 10,324 |      | $ | 25,634 |      |  | $ | (6,852 | )
|Foreign  |  |      | 2,478  |      |   | (1,855 | )    |  |   | 1,911  |  
|         |  |      |        |      |   |        |      |  |   |        |  
|Total    |  | $    | 12,802 |      | $ | 23,779 |      |  | $ | (4,941 | )
|         |  |      |        |      |   |        |      |  |   |        |  



The following table
summarizes the provision (benefit) for US federal, state and foreign taxes on income:



|          |  |      |       |   |      |   |       |      |  |   |        |  
|--------- |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ------ | -
|          |  | 2004 |       |   | 2003 |   |       | 2002 | 
|Current:  |  |      |       |   |      |   |       |      |  |   |        |  
|Federal   |  | $    | 734   |   |      | $ | 6,373 |      |  | $ | 2,422  |  
|State     |  |      | (421  | ) |      |   | 925   |      |  |   | 659    |  
|Foreign   |  |      | (267  | ) |      |   |      |      |  |   | 517    |  
|          |  |      |       |   |      |   |       |      |  |   |        |  
|          |  |      | 46    |   |      |   | 7,298 |      |  |   | 3,598  |  
|Deferred: |  |      |       |   |      |   |       |      |  |   |        |  
|Federal   |  |      | 2,794 |   |      |   | 1,461 |      |  |   | (4,820 | )
|State     |  |      | 359   |   |      |   | 388   |      |  |   | (620   | )
|Foreign   |  |      | 325   |   |      |   | (570  | )    |  |   | (37    | )
|          |  |      |       |   |      |   |       |      |  |   |        |  
|          |  |      | 3,478 |   |      |   | 1,279 |      |  |   | (5,477 | )
|          |  |      |       |   |      |   |       |      |  |   |        |  
|          |  | $    | 3,524 |   |      | $ | 8,577 |      |  | $ | (1,879 | )
|          |  |      |       |   |      |   |       |      |  |   |        |  



43



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



The differences between the U.S. federal statutory tax rate and the Companys effective rate are
as follows:



|                                                         |  |      |   |  |      |   |  |       |   
|-------------------------------------------------------- |  | ---- | - |  | ---- | - |  | ----- | --
|                                                         |  | 2004 |   |  | 2003 |   |  | 2002  |   
|Computed statutory rate                                  |  | 35.0 | % |  | 35.0 | % |  | (35.0 | )%
|State income taxes, net of federal tax benefits          |  | 4.5  |   |  | 4.5  |   |  | (4.5  | ) 
|Effect of foreign tax rates                              |  | (2.0 | ) |  | (1.2 | ) |  | (1.4  | ) 
|Permanent differences resulting from purchase accounting |  |     |   |  |     |   |  | 16.0  |   
|Federal and state settlements                            |  | (5.3 | ) |  |     |   |  | (20.2 | ) 
|Change in valuation allowance                            |  | 2.0  |   |  | (4.2 | ) |  | 20.0  |   
|Research and other credits                               |  | (3.6 | ) |  | (1.3 | ) |  | (12.7 | ) 
|Export tax incentives                                    |  | (3.6 | ) |  | (0.2 | ) |  |      |   
|Benefit of tax exempt interest earned                    |  |     |   |  |     |   |  | (2.1  | ) 
|Other, net                                               |  | 0.5  |   |  | 3.5  |   |  | 1.9   |   
|                                                         |  |      |   |  |      |   |  |       |   
|Effective tax rate                                       |  | 27.5 | % |  | 36.1 | % |  | (38.0 | )%
|                                                         |  |      |   |  |      |   |  |       |   



The tax effects of
temporary differences and carryforwards which gave rise to significant portions of the deferred tax assets and liabilities as of September 24, 2004, and September 26, 2003 were as follows:



|                                     |  |      |        |   |      |   |        |  
|------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | -
|                                     |  | 2004 |        |   | 2003 |  
|Deferred tax assets:                 |  |      |        |   |      |   |        |  
|Inventory basis difference           |  | $    | 3,022  |   |      | $ | 2,107  |  
|Other reserves and liabilities       |  |      | 3,214  |   |      |   | 3,357  |  
|Impairment and restructuring charges |  |      | 2,447  |   |      |   | 4,873  |  
|Net operating loss carryforwards     |  |      | 313    |   |      |   | 697    |  
|Foreign tax credits                  |  |      | 44     |   |      |   | 1,281  |  
|AMT and General business credits     |  |      | 1,059  |   |      |   | 658    |  
|                                     |  |      |        |   |      |   |        |  
|Gross deferred tax assets            |  |      | 10,099 |   |      |   | 12,973 |  
|Valuation allowance                  |  |      | (250   | ) |      |   |       |  
|                                     |  |      |        |   |      |   |        |  
|Deferred tax assets                  |  |      | 9,849  |   |      |   | 12,973 |  
|Deferred tax liabilities:            |  |      |        |   |      |   |        |  
|Accumulated depreciation             |  |      | (4,309 | ) |      |   | (3,490 | )
|Intangibles                          |  |      | (1,608 | ) |      |   | (2,073 | )
|                                     |  |      |        |   |      |   |        |  
|Deferred tax liabilities             |  |      | (5,917 | ) |      |   | (5,563 | )
|                                     |  |      |        |   |      |   |        |  
|Net deferred tax asset               |  | $    | 3,932  |   |      | $ | 7,410  |  
|                                     |  |      |        |   |      |   |        |  



The deferred tax
assets and liabilities are recorded in the following balance sheet accounts:



|                            |  |      |        |   |      |   |        |  
|--------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                            |  | 2004 |        |   | 2003 |  
|Other current assets        |  | $    | 7,586  |   |      | $ | 9,679  |  
|Other assets                |  |      | 170    |   |      |   |       |  
|Other current liabilities   |  |      | (132   | ) |      |   | (148   | )
|Other long-term liabilities |  |      | (3,692 | ) |      |   | (2,121 | )
|                            |  |      |        |   |      |   |        |  
|Total                       |  | $    | 3,932  |   |      | $ | 7,410  |  
|                            |  |      |        |   |      |   |        |  



44



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



During fiscal years 2004, 2003, and 2002 the Company recognized tax benefits of $338, $2,697 and
$2,535, respectively, related to differences between financial and tax reporting of stock option transactions. This difference was credited to common stock.



The Company establishes a valuation allowance for certain deferred tax assets, when it is more likely than not that such deferred tax assets will not be
realized. For fiscal year 2004 and 2002, the valuation allowance increased $250 and $575, respectively. For fiscal year 2003, the valuation allowance decreased by $1,000. These increases or decreases were due to changes in facts and circumstances
related to the utilization of tax credit or loss carryforwards.



At September 24, 2004 and September 26, 2003, the Company had foreign tax credits of approximately $44 and $1,281 respectively, available to reduce future federal tax. The carryforwards expire at various dates through 2009.



NOTE 10    SHAREHOLDERS EQUITY



Preferred stock



The Company is authorized to issue up to 10,000,000 shares of preferred stock at $.01 par value. At September 24, 2004, no
shares of preferred stock have been issued; however, 200,000 shares of Series D Junior Participating Preferred Stock have been reserved for issuance in connection with the Companys Shareholder Rights Plan. Additional series of preferred stock
may be designated and the related rights and preferences fixed by action of the Board of Directors.



Stock options



In
fiscal 1994, the Company adopted the 1993 Stock Incentive Plan, which provides for the granting of options to buy shares of Common Stock. These options are intended to either qualify as incentive stock options under the Internal Revenue
Code or non-qualified stock options not intended to qualify. Under the 1993 plan, options issued prior to fiscal 2000 generally become exercisable 25% one year after grant and 6.25% per quarter thereafter, and expire ten years after
grant. Options issued after the beginning of fiscal 2000 through the end of fiscal 2003 generally become exercisable 25% each six months after grant, and expire 4 years after grant. Options issued during fiscal 2004 generally become exercisable 25%
at each of the 30, 36, 42 and 48 month after grant and expire ten years after grant. Certain options also have acceleration provisions based upon objective performance criteria determined at the date of grant of the option which would generally
accelerate the option to be exercisable two years after grant. During fiscal 1997, the Company adopted the 1996 Stock Incentive Plan with the same provisions and guidelines as the aforementioned 1993 plan. During fiscal 1999, the Company adopted the
1999 Non Qualified Stock Option Plan with the same provisions and guidelines as the aforementioned 1993 plan.



The option price under all plans is the fair market value as of the date of the grant. Total shares reserved under these plans are 4,465,000 shares.



The Company assumed stock options of 620,782 granted to former
employees of DOME at the time of acquisition. The options assumed were outside of the Companys plans, but are administered as if issued under the plans. All of the assumed options have been adjusted to give effect to the conversion under the
terms of the agreement between the Company and DOME. The assumed options generally are immediately exercisable and expire ten years from the date of grant. No additional stock options will be granted under any of the assumed plans.



45



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



The Company also adopted a 1993 stock option plan for Nonemployee Directors that provides an
automatic annual grant to each outside director of the Company. Total annual grants under this plan cannot exceed 60,000 shares per year.



Information regarding these option plans is as follows:



|                                          |  |                 |   |  |                               |      
|----------------------------------------- |  | --------------- | - |  | ----------------------------- | -----
|                                          |  | Number ofShares |   |  | Weighted AverageOption Prices
|Options outstanding at September 28, 2001 |  | 2,048,745       |   |  | $                             | 13.28
|Granted                                   |  | 1,017,289       |   |  |                               | 20.68
|Exercised                                 |  | (536,499        | ) |  |                               | 6.00 
|Canceled                                  |  | (62,365         | ) |  |                               | 20.50
|Assumed in acquisition of DOME            |  | 620,782         |   |  |                               | 5.79 
|                                          |  |                 |   |  |                               |      
|Options outstanding at September 27, 2002 |  | 3,087,952       |   |  |                               | 15.40
|Granted                                   |  | 540,160         |   |  |                               | 19.85
|Exercised                                 |  | (679,122        | ) |  |                               | 9.10 
|Canceled                                  |  | (388,377        | ) |  |                               | 20.19
|                                          |  |                 |   |  |                               |      
|Options outstanding at September 26, 2003 |  | 2,560,613       |   |  |                               | 17.34
|Granted                                   |  | 643,161         |   |  |                               | 18.28
|Exercised                                 |  | (183,227        | ) |  |                               | 15.56
|Canceled                                  |  | (198,096        | ) |  |                               | 19.46
|                                          |  |                 |   |  |                               |      
|Options outstanding at September 24, 2004 |  | 2,822,451       |   |  |                               | 17.52
|                                          |  |                 |   |  |                               |      
|Exercisable at September 24, 2004         |  | 2,010,802       |   |  |                               | 16.85
|                                          |  |                 |   |  |                               |      
|Exercisable at September 26, 2003         |  | 1,751,787       |   |  |                               | 15.90
|                                          |  |                 |   |  |                               |      
|Exercisable at September 27, 2002         |  | 1,841,122       |   |  |                               | 12.82
|                                          |  |                 |   |  |                               |      



Statement of Financial Accounting
Standards No. 123



During 1995, the Financial Accounting
Standards Board issued SFAS No. 123, Accounting for Stock-Based Compensation which defines a fair value based method of accounting for an employee stock option or similar equity instrument. As is permitted under SFAS No. 123, the Company
has elected to continue to account for its stock-based compensation plans under APB Opinion No. 25. The Company has computed, for proforma disclosure purposes, the value of all options granted during 2004, 2003, and 2002 using the Black-Scholes
option pricing model as prescribed by SFAS No. 123 using the following weighted average assumptions for grants:



|                          |  |      |   |  |       |   |  |      |  
|------------------------- |  | ---- | - |  | ----- | - |  | ---- | -
|                          |  | 2004 |   |  | 2003  |   |  | 2002 |  
|Risk free interest rate   |  | 3.0  | % |  | 2.6   | % |  | 4.0  | %
|Expected dividend yield   |  |     |   |  |      |   |  |     |  
|Expected lives (in years) |  | 4.2  |   |  | 4.2   |   |  | 4.2  |  
|Expected volatility       |  | 63.6 | % |  | 68.8. | % |  | 71.8 | %



46



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



Using the Black-Scholes valuation method, the total value of options granted during fiscal 2004, 2003
and 2002 was $6,384, $5,743, and $10,734, respectively, which would be amortized on a proforma basis over the vesting period of the options. The weighted average fair value of options granted during fiscal 2004, 2003, and 2002 was $9.93, $10.63 and
$14.14, per share, respectively.



The following table
summarizes information about stock options and grants outstanding at September 24, 2004:



|                         |  |                                     |  |                                    |  |                              |       |                                      |           |                              |   |      
|------------------------ |  | ----------------------------------- |  | ---------------------------------- |  | ---------------------------- | ----- | ------------------------------------ | --------- | ---------------------------- | - | -----
|                         |  | Options Outstanding                 |  | Options Exercisable               
|Range of Exercise Prices |  | WeightedNumberOutstandingat 9/24/04 |  | Average ofRemainingContractualLife |  | WeightedAverageExercisePrice |       | Number ofSharesExercisableat 9/24/04 |           | WeightedAverageExercisePrice
|$6.06$8.00              |  | 329,508                             |  | 4.8                                |  | $                            | 6.83  |                                      | 329,508   |                              | $ | 6.83 
|$9.50$14.25             |  | 487,166                             |  | 5.0                                |  |                              | 12.29 |                                      | 315,621   |                              |   | 12.33
|$14.27$21.31            |  | 1,251,733                           |  | 3.3                                |  |                              | 18.68 |                                      | 972,083   |                              |   | 18.87
|$21.50$31.50            |  | 754,044                             |  | 4.8                                |  |                              | 23.66 |                                      | 393,590   |                              |   | 23.84
|                         |  |                                     |  |                                    |  |                              |       |                                      |           |                              |   |      
|$6.06$31.50             |  | 2,822,451                           |  | 4.2                                |  | $                            | 17.52 |                                      | 2,010,802 |                              | $ | 16.85
|                         |  |                                     |  |                                    |  |                              |       |                                      |           |                              |   |      



Performance restricted stock



The Companys plans provide for the issuance of
restricted stock to employees. The shares issued vest over a two- to four-year period, based on the attainment of specified performance measures, the passage of time, or both. In the event the performance measures are not met, any unvested shares
would vest at the end of four years. The value of these shares are being expensed over the vesting period. During fiscal 2004, the Company issued 9,275 shares of restricted stock to employees. No restricted stock has been issued to employees during
fiscal 2003 or 2002.



Employee Stock Purchase Plan



In fiscal 1995, the Company adopted the 1994 Employee Stock Purchase Plan,
which provides that eligible employees may contribute, through payroll deductions, up to 10% of their earnings toward the purchase of the Companys Common Stock at 85 percent of the fair market value at specific dates. At September 24, 2004,
42,536 shares remain available for purchase through the plan and there were 433 employees eligible to participate in the plan, of which 134 or 31%, were participants. Employees purchased 69,989 shares, at an average price of $10.99 per share during
the year. Total receipts to the Company were $769. Since the plan is non-compensatory, no charges to operations have been recorded. The fair value of the purchase rights is estimated on the first day of the offering period using the Black-Scholes
option pricing model. The fair value of the shares issued in fiscal 2004, 2003 and 2002 was $5.00, $4.45 and $7.08 per share, respectively. In fiscal 2004, 2003 and 2002, the risk free interest rate was 1.1%, 1.4% and 2.3%, the expected dividend
yield was 0%, 0% and 0%, the expected lives were 0.5 years, 0.5 years and 0.5 years, and the expected volatility was 58.8%, 71.8% and 71.8%, respectively.



Shareholders Rights Plan



In February 1996, the Board of Directors approved a shareholder rights plan and declared a dividend of one preferred share purchase right for each
outstanding common share. Each right represents the right to purchase



47



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



one hundredth of a share of Preferred Stock, at an exercise price of $60.00, subject to adjustment. The rights are only exercisable ten days after a person
or group acquires, or commences a tender or exchange offer to acquire, beneficial ownership of 15% or more of the Companys outstanding common stock. Subject to the terms of the shareholder rights plan and the discretion of the Board of
Directors, each right would entitle the holder to purchase one share of Common Stock of the Company for each right at one-half of the then-current price. The rights expire in February 2006, but may be redeemed by action of the Board of Directors
prior to that time at $.01 per right.



NOTE
11    COMMITMENTS



Most of the
Companys office and manufacturing facilities are subject to long-term operating leases. In addition, regional sales offices and automobiles are subject to leases with terms ranging from one to twelve months.



At September 24, 2004, the minimum annual operating lease payments are:



|                                |  |   |       
|------------------------------- |  | - | ------
|Fiscal year ending in
September |  |  
|2005                            |  | $ | 3,040 
|2006                            |  |   | 3,107 
|2007                            |  |   | 2,903 
|2008                            |  |   | 2,587 
|2009                            |  |   | 1,387 
|Thereafter                      |  |   | 6,535 
|                                |  |   |       
|                                |  | $ | 19,559
|                                |  |   |       



Total rent expense was
$3,747, $3,995, and $2,817, and for the years ended September 24, 2004, September 26, 2003, and September 27, 2002, respectively.



NOTE 12    BUSINESS SEGMENTS



The Company is organized based upon the markets for the products and services that it offers. Under this organizational structure, the Company operates in
three main segments: Medical, Industrial and Commercial. The Industrial and Medical segments derive revenue primarily through the development and marketing of electroluminescent displays, liquid crystal displays and color active matrix liquid
crystal displays. In fiscal year 2002, the Company also reported sales and operating income from its Transportation segment. In fiscal 2003, the Company combined the Transportation segment with the Industrial segment. Fiscal 2002 amounts have been
reclassified to conform to the current presentation. The Commercial segment derives revenue primarily through the marketing of color active matrix liquid displays and plasma displays that are sold through distributors to end users.



The information provided below is obtained from internal information that is
provided to the Companys chief operating decision-maker for the purpose of corporate management. Research and development expenses consist of both research and Quantum program expenses and product development expenses. Research expenses are
allocated to the segments based upon a percentage of budgeted sales. Product development expenses are specifically identified by segment. Marketing expenses are generally allocated based upon a percentage of budgeted sales while sales costs are
specifically identified by segment. General and administrative expenses are



48



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



allocated based upon a percentage of budgeted sales. Depreciation expense, interest expense, interest income, other non-operating items and income taxes by
segment are not included or disclosed in the internal information provided to the chief operating decision-maker and are therefore not presented separately below. Inter-segment sales are not material and are included in net sales to external
customers below.



|                                                                          |  |      |         |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                          |  | 2004 |         | 2003 |   |         | 2002 | 
|Sales to external customers (by segment):                                 |  |      |         |      |   |         |      |  |   |         |  
|Medical                                                                   |  | $    | 79,551  |      | $ | 88,636  |      |  | $ | 78,968  |  
|Industrial                                                                |  |      | 54,809  |      |   | 66,024  |      |  |   | 72,115  |  
|Commercial                                                                |  |      | 121,836 |      |   | 97,267  |      |  |   | 54,846  |  
|                                                                          |  |      |         |      |   |         |      |  |   |         |  
|Total sales                                                               |  | $    | 256,196 |      | $ | 251,927 |      |  | $ | 205,929 |  
|                                                                          |  |      |         |      |   |         |      |  |   |         |  
|Sales to external customers (by geography):                               |  |      |         |      |   |         |      |  |   |         |  
|United States                                                             |  | $    | 217,390 |      | $ | 204,027 |      |  | $ | 157,367 |  
|Other                                                                     |  |      | 38,806  |      |   | 47,900  |      |  |   | 48,562  |  
|                                                                          |  |      |         |      |   |         |      |  |   |         |  
|Total sales                                                               |  | $    | 256,196 |      | $ | 251,927 |      |  | $ | 205,929 |  
|                                                                          |  |      |         |      |   |         |      |  |   |         |  
|Operating income (loss):                                                  |  |      |         |      |   |         |      |  |   |         |  
|Medical                                                                   |  | $    | 1,766   |      | $ | 8,789   |      |  | $ | 12,149  |  
|Industrial                                                                |  |      | 10,229  |      |   | 16,025  |      |  |   | 4,741   |  
|Commercial                                                                |  |      | 169     |      |   | 743     |      |  |   | 1,952   |  
|Impairment, restructuring and in-process research and development charges |  |      | 640     |      |   | (495    | )    |  |   | (22,221 | )
|                                                                          |  |      |         |      |   |         |      |  |   |         |  
|Total operating income (loss)                                             |  | $    | 12,804  |      | $ | 25,062  |      |  | $ | (3,379  | )
|                                                                          |  |      |         |      |   |         |      |  |   |         |  



The assets and related
capital expenditures of the Company are not reported by segment. Property, plant and equipment by geography is as follows:



|             |  |      |        |      |   |       
|------------ |  | ---- | ------ | ---- | - | ------
|             |  | 2004 |        | 2003
|US           |  | $    | 13,810 |      | $ | 16,225
|Europe       |  |      | 4,050  |      |   | 3,673 
|             |  |      |        |      |   |       
|Total Assets |  | $    | 17,860 |      | $ | 19,898
|             |  |      |        |      |   |       



Products sold within
the Commercial and Medical segments to two customers comprised 31% and to one customer comprised 19% and 19% of total consolidated sales for the years ended September 24, 2004, September 26, 2003 and September 27, 2002, respectively.



NOTE 13    401(K) AND PROFIT SHARING



All employees in North America over 21 years of age are eligible to
participate immediately in the 401(k) savings and profit sharing plan. Employees can contribute up to statutory maximums. The Company matches 5.5% of each participating employees eligible compensation, also subject to statutory maximums.
Employer contributions vest immediately. The 401(k) plan expense amounted to $799, $894, and $758 for the years ended September 24, 2004, September 26, 2003, and September 27, 2002 respectively.



49



---

PLANAR SYSTEMS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



THREE YEARS ENDED SEPTEMBER 24, 2004

(Dollars in thousands, except per share amounts)



NOTE 14    COMPREHENSIVE INCOME (LOSS)



Comprehensive income (loss) and its components have no impact on the
Companys net income (loss). Comprehensive income (loss) and its components were as follows:



|                                                                                                            |  |      |        |      |   |        |      |  |   |        |  
|----------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | ---- |  | - | ------ | -
|                                                                                                            |  | 2004 |        | 2003 |   |        | 2002 | 
|Net income (loss) (net of tax of $3,524, $8,577, and $(1,879), respectively)                                |  | $    | 9,278  |      | $ | 15,202 |      |  | $ | (3,062 | )
|Other comprehensive income (loss):                                                                          |  |      |        |      |   |        |      |  |   |        |  
|Currency translation adjustment (net of tax of $521, $1,034, and $1,417, respectively)                      |  |      | 1,319  |      |   | 2,618  |      |  |   | 2,312  |  
|Unrealized gain (loss) on available for sale securities (net of tax of $90, $(98), and $(88), respectively) |  |      | 228    |      |   | (248   | )    |  |   | (143   | )
|                                                                                                            |  |      |        |      |   |        |      |  |   |        |  
|Total comprehensive income (loss)                                                                           |  | $    | 10,825 |      | $ | 17,572 |      |  | $ | (893   | )
|                                                                                                            |  |      |        |      |   |        |      |  |   |        |  



50



---

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



None.



Item 9A.    Controls and Procedures



Our management has evaluated, under the supervision and with the
participation of the Companys Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by this
report. Based on that evaluation, the CEO and CFO have concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, there were no significant
changes in the Companys internal controls over financial reporting or in other factors that could significantly affect the disclosure controls, including any corrective actions with regard to significant deficiencies and material weaknesses.



Item 9B.    Other Information



None.



Part III



Item 10.    Directors and Executive Officers of Planar Systems, Inc.



The information set forth under the captions Election of Directors, Management and Section
16(a) Beneficial Ownership Reporting Compliance appearing in the Proxy Statement to be used in connection with the Annual Meeting of Shareholders on February 3, 2005, is incorporated by reference into this Report.



The Company has adopted the Planar Employees Code of Conduct that
applies to all of the Companys directors, officers and employees. A copy of the Code of Ethics is incorporated by reference as an Exhibit to this Report. The Planar Employees Code of Conduct is publicly available on the Companys
website under the Investors section (at http://www.planar.com/CCBN/governance.cfm). None of the material on the Companys website is part of this report. If there is any waiver from any provision of the Planar Employees Code of Conduct to
the Companys executive officers or directors, the Company will disclose the nature of such waiver on its website or in a report on Form 8-K.



Item 11.    Executive Compensation



The information set forth under the captions Election of DirectorsDirector Compensation, Executive Compensation,
Compensation Committee Report of the Compensation Committee and Stock Performance Graph appearing in the Proxy Statement to be used in connection with the Annual Meeting of Shareholders on February 3, 2005, is incorporated by
reference into this Report.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------



The information set forth under the captions Executive CompensationEquity Compensation Plan Information
and Stock Owned by Management and Principal Shareholders appearing in the Proxy Statement to be used in connection with the Annual Meeting of Shareholders on February 3, 2005, is incorporated by reference into this Report.



51



---

Item 13.    Certain Relationships and Related Transactions



The information set forth under the caption Certain Relationships and
Related Transactions appearing in the Proxy Statement to be used in connection with the Annual Meeting of Shareholders on February 3, 2005, is incorporated by reference into this Report.



Item 14.    Principal Accountant Fees and Services



The information set forth under the caption Principal Accountant Fees
and Services appearing in the Proxy Statement to be used in connection with the Annual Meeting of Shareholders on February 3, 2005, is incorporated by reference into this Report.



52



---

Part IV



Item 15.    Exhibits and Financial Statement, Schedules



(a)(1) Financial Statements



The financial statements of Planar Systems, Inc. as set forth under Item 8 are filed as part of this report.



(a)(2) Financial Statement Schedules



Financial statement schedules have been omitted since the information called
for is not present in amounts sufficient to require submission of the schedules.



The independent registered public accounting firm report with respect to the above-listed financial statements appears on page 27 of this report.



(a)(3) Exhibits



|              |  |                                                                                                                                          
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Title                                                                                                                                    
|3.1           |  | Second Restated Articles of Incorporation of Planar Systems, Inc. (1)                                                                    
|              | 
|3.2           |  | Second Restated Bylaws of Planar Systems, Inc. (9)                                                                                       
|              | 
|3.3           |  | Amendment to Second Restated Articles of Incorporation of Planar Systems, Inc. (2)                                                       
|              | 
|4.1           |  | Specimen stock certificate (1)                                                                                                           
|              | 
|4.4           |  | Rights Agreement dated as of February 1, 1996 between Planar Systems, Inc. and First Interstate Bank of Oregon, N.A. (3)                 
|              | 
|10.1          |  | Form of Indemnity Agreement between Planar Systems, Inc. and each of its executive officers and directors (1)*                           
|              | 
|10.2          |  | 1993 Stock Option Plan for Nonemployee Directors (1)*                                                                                    
|              | 
|10.3          |  | 1993 Incentive Stock Option Plan (1)*                                                                                                    
|              | 
|10.4          |  | 1994 Employee Stock Purchase Plan (4)*                                                                                                   
|              | 
|10.5          |  | Lease agreement dated as of September 30, 1993 between Science Park Limited Partnership I and Planar System Inc. (1)                     
|              | 
|10.6          |  | Lease agreement dated as of May 20, 1998 between Metra Corporation and Planar International, Ltd (English translation) (6)               
|              | 
|10.7          |  | 1996 Stock Incentive Plan (5)*                                                                                                           
|              | 
|10.8          |  | Lease agreement dated May 30, 1997 between Pacific Realty Associates, L.P. and Planar America, Inc. (5)                                  
|              | 
|10.9          |  | Agreement and Plan of Merger dated as of May 13, 1999 by and among dpiX, Inc., Xerox Corporation and New dpiX LLC (7)                    
|              | 
|10.10         |  | Planar Systems, Inc. Nonqualified Stock Option Agreement between Planar Systems, Inc. and William D. Walker dated as of May 13, 1999 (8)*
|              | 
|10.11         |  | Executive Employment Agreement between Planar Systems, Inc. and Balakrishnan Krishnamurthy dated as of September 24, 1999 (9)*           
|              | 
|10.12         |  | Restricted Stock Award Agreement between Planar Systems, Inc. and Balakrishnan Krishnamurthy dated as of September 24, 1999 (9)*         
|              | 
|10.13         |  | Nonqualified Stock Option Agreement between Planar Systems, Inc. and Balakrishnan Krishnamurthy dated as of September 27, 1999 (9)*      
|              | 
|10.14         |  | Form of Restricted Stock Award Agreement under Planar Systems, Inc. 1996 Stock Incentive Plan dated as of May 24, 1999 (9)*              



53



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|              |  |                                                                                                                                                                                                                                          
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Title                                                                                                                                                                                                                                    
|10.15         |  | Form of Restricted Stock Award Agreement under Planar Systems, Inc. 1996 Stock Incentive Plan dated as of May 24, 1999 (9)*                                                                                                              
|              | 
|10.16         |  | Planar Systems, Inc. 1999 Nonqualified Stock Option Plan (9)*                                                                                                                                                                            
|              | 
|10.17         |  | Planar Systems, Inc. Deferred Compensation Plan (9)*                                                                                                                                                                                     
|              | 
|10.18         |  | Agreement and Plan of Merger dated as of December 4, 2000 by and among Planar Systems, Inc., AllBrite Technologies, Inc., Corona Acquisition Corporation and certain Shareholders of
AllBrite Technologies, Inc. (10)                    
|              | 
|10.19         |  | First Amendment to Agreement and Plan of Merger dated as of December 11, 2000 by and among Planar Systems, Inc., AllBrite Technologies, Inc., Corona Acquisition Corporation and certain
Shareholders of AllBrite Technologies, Inc. (10)
|              | 
|10.20         |  | Shareholders Agreement dated as of December 4, 2000 by and among Planar Systems, Inc., AllBrite Technologies, Inc. and the Shareholders of AllBrite Technologies, Inc.
(10)                                                              
|              | 
|10.21         |  | Amendment to Executive Employment Agreement between Planar Systems, Inc. and Balakrishnan Krishnamurthy dated as of September 26, 2000 (11)*                                                                                             
|              | 
|10.22         |  | Form of Change in Control Agreement between Planar Systems, Inc. and certain executive officers dated as of September 26, 2000 (11)*                                                                                                     
|              | 
|10.23         |  | Lease agreement dated August 23, 2001 between Amberjack, Ltd. and Planar Systems, Inc. (15)                                                                                                                                              
|              | 
|10.24         |  | Addendum to lease agreement dated August 23, 2001 between Amberjack, Ltd. and Planar Systems, Inc. (15)                                                                                                                                  
|              | 
|10.25         |  | Agreement and Plan of Merger dated as of March 18, 2002 by and among Planar Systems, Inc., DOME imaging systems, inc., Bone Doctor Acquisition Corporation and certain stockholders of DOME.
(12)                                        
|              | 
|10.26         |  | Stock Purchase Agreement dated April 22, 2002 by and among Planar Systems, Inc., Marlin E. Cobb, G. Richard Fryling II, Karen D. Miller and Peter M. Steven. (12)                                                                        
|              | 
|10.27         |  | Securities Purchase Agreement dated May 9, 2002 by and among Planar Systems, Inc. and the Purchaser. (13)                                                                                                                                
|              | 
|10.28         |  | Registration Rights Agreement dated May 9, 2002 by and among Planar Systems, Inc. and the Purchaser. (13)                                                                                                                                
|              | 
|10.29         |  | Master Equipment Lease dated June 24, 2002 between The Fifth Third Leasing Company and Planar Systems, Inc. (14)                                                                                                                         
|              | 
|10.30         |  | Credit Agreement Dated as of December 16, 2003 among Planar Systems, Inc. and Bank of America, N.A. (17)                                                                                                                                 
|              | 
|14.0          |  | Code of Ethics of Planar Systems, Inc. (17)                                                                                                                                                                                              
|              | 
|21.0          |  | Subsidiaries of Planar Systems, Inc.                                                                                                                                                                                                     
|              | 
|23.0          |  | Consent of KPMG LLP, Independent registered public accounting firm                                                                                                                                                                       
|              | 
|24.0          |  | Power of Attorney (included on Signature Page)                                                                                                                                                                                           
|              | 
|31.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                  
|              | 
|31.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                  
|              | 
|32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                  
|              | 
|32.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                  



54



---

---

|(1) |  | Incorporated by reference to the Companys Registration Statement on Form S-1 (Reg. No. 33-71020), declared effective on December 15, 1993.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended September 27, 1996.
|--- |  | ------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference to the Companys Current Report on Form 8-K filed on February 21, 1996.
|--- |  | -------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended September 30, 1994.
|--- |  | ------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference to the Companys Annual Report on form 10-K for the year ended September 26, 1997.
|--- |  | ------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by reference to the Companys Annual Report on form 10-K for the year ended September 25, 1998.
|--- |  | ------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by reference to the Companys Current Report on Form 8-K filed on July 20, 1999.
|--- |  | ---------------------------------------------------------------------------------------------

|(8) |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended June 25, 1999.
|--- |  | -------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended September 24, 1999.
|--- |  | ------------------------------------------------------------------------------------------------------------

|(10) |  | Incorporated by reference to the Companys Current Report on Form 8-K filed on January 8, 2001.
|---- |  | -----------------------------------------------------------------------------------------------

|(11) |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended December 29, 2000.
|---- |  | -----------------------------------------------------------------------------------------------------------------

|(12) |  | Incorporated by reference to the Companys Current Report on Form 8-K filed on May 3, 2002.
|---- |  | -------------------------------------------------------------------------------------------

|(13) |  | Incorporated by reference to the Companys Current Report on Form 8-K filed on May 9, 2002.
|---- |  | -------------------------------------------------------------------------------------------

|(14) |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended June 28, 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------

|(15) |  | Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended September 28, 2001.
|---- |  | ------------------------------------------------------------------------------------------------------------

|(16) |  | Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended September 27, 2002.
|---- |  | ------------------------------------------------------------------------------------------------------------

|(17) |  | Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended September 26, 2003.
|---- |  | ------------------------------------------------------------------------------------------------------------



|* |  | This exhibit constitutes a management contract or compensatory plan or arrangement
|- |  | ----------------------------------------------------------------------------------



55



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



|                 |  |                     |  |                                                    
|---------------- |  | ------------------- |  | ---------------------------------------------------
|                 |  | PLANAR SYSTEMS, INC
|                 |  |                    
|December 8, 2004 |  | By:                 |  | /s/    STEVE
BUHALY                                
|                 |  |                     |  | Steve Buhaly Vice President Chief Financial Officer



POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Balaji Krishnamurthy and Steve Buhaly, and each of them singly, as his true and lawful attorneys-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to
this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.



|                                                |  |                                                                                       |  |                 
|----------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----------------
|                                                |  |                                                                                      
|/s/    BALAJI
KRISHNAMURTHYBalaji
Krishnamurthy |  | Chairman, President, Chief Executive Officer, Director (Principal Executive Officer)  |  | December 8, 2004
|                                                |  |                                                                                      
|/s/    STEVE BUHALYSteve Buhaly                 |  | Vice President, Chief Financial Officer, (Principal Financial and Accounting Officer) |  | December 8, 2004
|                                                |  |                                                                                      
|/s/    WILLIAM D.
WALKERWilliam D. Walker       |  | Director                                                                              |  | December 8, 2004
|                                                |  |                                                                                      
|/s/    CARL NEUNCarl Neun                       |  | Director                                                                              |  | December 8, 2004
|                                                |  |                                                                                      
|/s/    HEINRICH
STENGERHeinrich Stenger         |  | Director                                                                              |  | December 8, 2004
|                                                |  |                                                                                      
|/s/    E. KAY STEPPE. Kay Stepp                 |  | Director                                                                              |  | December 8, 2004
|                                                |  |                                                                                      
|/s/    GREGORY H.
TURNBULLGregory H.
Turnbull   |  | Director                                                                              |  | December 8, 2004
|                                                |  |                                                                                      
|/s/    STEVEN E. WYNNESteven E. Wynne           |  | Director                                                                              |  | December 8, 2004



56