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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005



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 333-116673



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DA-LITE SCREEN COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Indiana                                                        |  | 35-1013951                             
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)



|                                                        |  |           
|------------------------------------------------------- |  | ----------
|3100 North Detroit Street, P.O. Box 137 Warsaw, Indiana |  | 46581-0137
|(Address of Principal Executive Offices)                |  | (Zip Code)



Registrants
telephone number, including area code: (574) 267-8101



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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: None



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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 whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes ̈No  x



Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ̈No  x



As of November 1, 2005, 5,371.62 shares of our common
stock were outstanding (all of which are privately owned and are not traded on any public market).



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##### Table of Contents

TABLE OF CONTENTS



|        |  |                                                                                       |  |     
|------- |  | ------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                       |  | Page
|PART I  |  | Financial Information                                                                 |  |     
|        |  |                                                                                      
|Item 1. |  | Financial Statements (unaudited)                                                      |  | 1   
|        |  |                                                                                      
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 9   
|        |  |                                                                                      
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 15  
|        |  |                                                                                      
|Item 4. |  | Controls and Procedures                                                               |  | 16  
|        |  |                                                                                      
|PART II |  | Other Information                                                                     |  |     
|        |  |                                                                                      
|Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 17  
|        |  |                                                                                      
|Item 6. |  | Exhibits                                                                              |  | 17  
|        |  |                                                                                      
|        |  | Signatures                                                                            |  | 18  
|        |  |                                                                                      
|        |  | Exhibit Index                                                                         |  | 19  



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##### Table of Contents

PART I



FINANCIAL INFORMATION



Item 1. Financial Statements.



DA-LITE SCREEN COMPANY, INC. AND SUBSIDARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, unaudited)



|                                                                                                            |  |                   |         |   |                  |         |  
|----------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | ------- | -
|                                                                                                            |  | September 30,2005 |         |   | December 31,2004 |        
|Assets                                                                                                      |  |                   |         |   |                  |         |  
|Current Assets:                                                                                             |  |                   |         |   |                  |         |  
|Cash and cash equivalents                                                                                   |  | $                 | 15,921  |   |                  | 9,306   |  
|Accounts receivable, less allowance for doubtful accounts                                                   |  |                   | 17,777  |   |                  | 17,083  |  
|Inventories                                                                                                 |  |                   | 12,225  |   |                  | 11,560  |  
|Prepaid expenses                                                                                            |  |                   | 616     |   |                  | 301     |  
|                                                                                                            |  |                   |         |   |                  |         |  
|Total current assets                                                                                        |  |                   | 46,539  |   |                  | 38,250  |  
|                                                                                                            |  |                   |         |   |                  |         |  
|Property, plant and equipment                                                                               |  |                   | 52,489  |   |                  | 54,486  |  
|Less accumulated depreciation                                                                               |  |                   | 31,660  |   |                  | 30,188  |  
|                                                                                                            |  |                   |         |   |                  |         |  
|Net property, plant, and equipment                                                                          |  |                   | 20,829  |   |                  | 24,298  |  
|                                                                                                            |  |                   |         |   |                  |         |  
|Goodwill                                                                                                    |  |                   | 25,949  |   |                  | 26,604  |  
|Other assets, net                                                                                           |  |                   | 5,583   |   |                  | 5,192   |  
|                                                                                                            |  |                   |         |   |                  |         |  
|                                                                                                            |  | $                 | 98,900  |   |                  | 94,344  |  
|                                                                                                            |  |                   |         |   |                  |         |  
|Liabilities and Stockholders Deficit                                                                       |  |                   |         |   |                  |         |  
|Current liabilities:                                                                                        |  |                   |         |   |                  |         |  
|Accounts payable                                                                                            |  | $                 | 3,316   |   |                  | 4,676   |  
|Accrued expenses                                                                                            |  |                   |         |   |                  |         |  
|Interest                                                                                                    |  |                   | 5,403   |   |                  | 1,828   |  
|Other                                                                                                       |  |                   | 4,966   |   |                  | 5,344   |  
|                                                                                                            |  |                   |         |   |                  |         |  
|Total accrued expenses                                                                                      |  |                   | 10,369  |   |                  | 7,172   |  
|                                                                                                            |  |                   |         |   |                  |         |  
|Total current liabilities                                                                                   |  |                   | 13,685  |   |                  | 11,848  |  
|Long-term debt                                                                                              |  |                   | 150,200 |   |                  | 150,200 |  
|Minority interest                                                                                           |  |                   | 929     |   |                  | 852     |  
|                                                                                                            |  |                   |         |   |                  |         |  
|Total liabilities                                                                                           |  |                   | 164,814 |   |                  | 162,900 |  
|                                                                                                            |  |                   |         |   |                  |         |  
|Stockholders deficit:                                                                                      |  |                   |         |   |                  |         |  
|Common stock, $1 par value. Authorized 1,000,000 shares; issued 10,686 shares                               |  |                   | 11      |   |                  | 11      |  
|Additional paid-in capital                                                                                  |  |                   | 574     |   |                  | 230     |  
|Retained deficit                                                                                            |  |                   | (43,725 | ) |                  | (48,633 | )
|Accumulated other comprehensive income                                                                      |  |                   | 821     |   |                  | 3,245   |  
|Less treasury stock, 5,313.38 shares at September 30, 2005 and 5,339.08 shares at December 31, 2004 at cost |  |                   | (23,595 | ) |                  | (23,409 | )
|                                                                                                            |  |                   |         |   |                  |         |  
|Total stockholders deficit                                                                                 |  |                   | (65,914 | ) |                  | (68,556 | )
|Commitments and contingencies (notes 3 and 9)                                                               |  |                   |         |   |                  |         |  
|                                                                                                            |  |                   |         |   |                  |         |  
|                                                                                                            |  | $                 | 98,900  |   |                  | 94,344  |  
|                                                                                                            |  |                   |         |   |                  |         |  



See accompanying notes
to condensed consolidated financial statements.



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DA-LITE SCREEN COMPANY, INC. AND SUBSIDARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts, unaudited)



|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|--------------------------------------------- |  | ------------------------------ | -------- | - | --------------------------- | -------- | - | ------------------------------ | -------- | --------------------------- | --------
|                                              |  | 13 WeeksEndedSeptember 30,2005 |          |   | 13 WeeksEndedOctober 1,2004 |          |   | 39 WeeksEndedSeptember 30,2005 |          | 40 WeeksEndedOctober 1,2004
|Net sales                                     |  | $                              | 39,587   |   |                             | 37,929   |   |                                | 119,290  |                             | 115,390 
|Cost of sales                                 |  |                                | 21,777   |   |                             | 21,087   |   |                                | 66,136   |                             | 63,751  
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Gross profit                                  |  |                                | 17,810   |   |                             | 16,842   |   |                                | 53,154   |                             | 51,639  
|Selling, general, and administrative expenses |  |                                | 4,024    |   |                             | 3,839    |   |                                | 13,498   |                             | 14,343  
|Depreciation                                  |  |                                | 997      |   |                             | 854      |   |                                | 3,319    |                             | 2,810   
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Operating income                              |  |                                | 12,789   |   |                             | 12,149   |   |                                | 36,337   |                             | 34,486  
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Other expense (income):                       |  |                                |          |   |                             |          |   |                                |          |                             |         
|Interest                                      |  |                                | 3,665    |   |                             | 3,900    |   |                                | 11,052   |                             | 6,633   
|Minority interest                             |  |                                | 24       |   |                             | 36       |   |                                | 77       |                             | 164     
|Miscellaneous, net                            |  |                                | (11      | ) |                             | (2       | ) |                                | 54       |                             | 170     
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Total other expense                           |  |                                | 3,678    |   |                             | 3,934    |   |                                | 11,183   |                             | 6,967   
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Income before income taxes                    |  |                                | 9,111    |   |                             | 8,215    |   |                                | 25,154   |                             | 27,519  
|Income taxes                                  |  |                                | 285      |   |                             | 409      |   |                                | 893      |                             | 1,820   
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Net income                                    |  | $                              | 8,826    |   |                             | 7,806    |   |                                | 24,261   |                             | 25,699  
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Basic earnings per share                      |  | $                              | 1,643.01 |   |                             | 1,461.57 |   |                                | 4,525.09 |                             | 4,858.73
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Basic weighted-average shares outstanding     |  |                                | 5,371.84 |   |                             | 5,340.84 |   |                                | 5,361.44 |                             | 5,289.24
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Diluted earnings per share                    |  | $                              | 1,621.56 |   |                             | 1,442.63 |   |                                | 4,465.90 |                             | 4,795.18
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         
|Diluted weighted-average shares outstanding   |  |                                | 5,442.91 |   |                             | 5,410.95 |   |                                | 5,432.50 |                             | 5,359.35
|                                              |  |                                |          |   |                             |          |   |                                |          |                             |         



See accompanying notes
to condensed consolidated financial statements.



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DA-LITE SCREEN COMPANY, INC. AND SUBSIDARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands, unaudited)



|                                                                                  |  |                                |         |   |                             |          |  
|--------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | --------------------------- | -------- | -
|                                                                                  |  | 39 WeeksEndedSeptember 30,2005 |         |   | 40 WeeksEndedOctober 1,2004 |         
|Cash flows from operating activities:                                             |  |                                |         |   |                             |          |  
|Net income                                                                        |  | $                              | 24,261  |   |                             | 25,699   |  
|                                                                                  |  |                                |         |   |                             |          |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |         |   |                             |          |  
|Depreciation                                                                      |  |                                | 3,319   |   |                             | 2,810    |  
|Amortization and write-off of debt issuance costs                                 |  |                                | 607     |   |                             | 859      |  
|Change in:                                                                        |  |                                |         |   |                             |          |  
|Accounts receivable                                                               |  |                                | (1,100  | ) |                             | (1,502   | )
|Inventories                                                                       |  |                                | (1,112  | ) |                             | (2,015   | )
|Prepaid expenses                                                                  |  |                                | (355    | ) |                             | 264      |  
|Accounts payable                                                                  |  |                                | (1,135  | ) |                             | 905      |  
|Accrued expenses                                                                  |  |                                | 3,349   |   |                             | 5,931    |  
|Other                                                                             |  |                                | 53      |   |                             | 239      |  
|                                                                                  |  |                                |         |   |                             |          |  
|Total adjustments                                                                 |  |                                | 3,626   |   |                             | 7,491    |  
|                                                                                  |  |                                |         |   |                             |          |  
|Net cash and cash equivalents provided by operating activities                    |  |                                | 27,887  |   |                             | 33,190   |  
|                                                                                  |  |                                |         |   |                             |          |  
|Cash flows from investing activities:                                             |  |                                |         |   |                             |          |  
|Purchase of property, plant and equipment                                         |  |                                | (2,029  | ) |                             | (6,824   | )
|                                                                                  |  |                                |         |   |                             |          |  
|Net cash and cash equivalents used in investing activities                        |  |                                | (2,029  | ) |                             | (6,824   | )
|                                                                                  |  |                                |         |   |                             |          |  
|Cash flows from financing activities:                                             |  |                                |         |   |                             |          |  
|Increase (decrease) in checks written in excess of bank balance                   |  |                                |        |   |                             | (231     | )
|Payments on revolving credit facility                                             |  |                                |        |   |                             | (600     | )
|Proceeds from Senior Notes                                                        |  |                                |        |   |                             | 160,000  |  
|Payments on long-term debt                                                        |  |                                |        |   |                             | (17,250  | )
|Distributions to stockholders                                                     |  |                                | (19,351 | ) |                             | (148,325 | )
|Payments of financing costs                                                       |  |                                |        |   |                             | (5,964   | )
|Repurchase of common stock                                                        |  |                                | (350    | ) |                             |         |  
|Exercise of common stock options                                                  |  |                                | 508     |   |                             | 2,944    |  
|                                                                                  |  |                                |         |   |                             |          |  
|Net cash and cash equivalents used in financing activities                        |  |                                | (19,193 | ) |                             | (9,426   | )
|                                                                                  |  |                                |         |   |                             |          |  
|Effect of foreign currency exchange rate changes on cash and cash equivalents     |  |                                | (50     | ) |                             | (3       | )
|                                                                                  |  |                                |         |   |                             |          |  
|Net change in cash and cash equivalents                                           |  |                                | 6,615   |   |                             | 16,937   |  
|Cash and cash equivalents at beginning of period                                  |  |                                | 9,306   |   |                             | 1,263    |  
|                                                                                  |  |                                |         |   |                             |          |  
|Cash and cash equivalents at end of period                                        |  | $                              | 15,921  |   |                             | 18,200   |  
|                                                                                  |  |                                |         |   |                             |          |  



See accompanying notes
to condensed consolidated financial statements.



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DA-LITE SCREEN COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



1. Basis of
Presentation



The financial data presented herein is
unaudited and should be read in conjunction with the consolidated financial statements and accompanying notes included in the annual report on Form 10-K filed by Da-Lite Screen Company, Inc. (together with all of its subsidiaries, the
Company or Da-Lite) for the fiscal year ended December 31, 2004. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all of the adjustments necessary for a fair
presentation of the financial position, results of operations and cash flows for the interim periods presented. All intercompany accounts and transactions have been eliminated. Results for interim periods should not be considered indicative of
results for the full year.



The Company uses a 52- or 53-week
fiscal year ending on the last Friday of December. The first three quarters of 2005 were a 39-week period, and the first three quarters of 2004 were a 40-week period. The Companys 2005 fiscal year will be a 52-week period, and the 2004 fiscal
year was a 53-week period.



2. Critical Accounting Policies and Estimates



The preparation of financial statements in accordance
with accounting principles generally accepted in the United States of America requires that management make a number of assumptions and estimates that affect the reported amounts of assets, liabilities, revenue and expenses in the consolidated
financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on managements best knowledge of current events
and actions that may impact the Company in the future, actual results may differ from these estimates and assumptions. The Companys critical accounting policies are those that affect its consolidated financial statements materially and involve
a significant level of judgment by management.



Revenue
RecognitionThe Company recognizes revenue when it has received an order from a customer, product has been shipped FOB shipping point, the sales price is fixed or determinable and the collectibility of sales price is reasonably assured.



Allowance for Doubtful AccountsThe financial
status of customers is routinely checked and monitored by the Company when granting credit. The Company provides an allowance for doubtful accounts based upon historical experience and managements analysis of past due accounts.



GoodwillGoodwill represents the excess of purchase price over
the fair value of identifiable net assets acquired. With the adoption of SFAS No. 142, management tests goodwill for impairment to determine whether its carrying value exceeds its implied fair value at least annually, or when events or changes in
circumstances occur. Management has determined there were no indicators of impairment in 2005 and 2004. The change in the balance of goodwill from December 31, 2004 to September 30, 2005 is the result of foreign currency translation.



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3. Notes Payable, Revolving Credit Agreement and Long-term Debt



Long-term debt at September 30, 2005 and December 31, 2004
consisted of the following (in thousands):



|                                          |  |                   |         |                  |        
|----------------------------------------- |  | ----------------- | ------- | ---------------- | -------
|                                          |  | September 30,2005 |         | December 31,2004
|Senior debt                               |  | $                 | 150,200 |                  | 150,200
|Less current maturities                   |  |                   |        |                  |       
|                                          |  |                   |         |                  |        
|Long term debt, net of current maturities |  | $                 | 150,200 |                  | 150,200
|                                          |  |                   |         |                  |        



The Company issued
$160 million of 91/2% senior unsecured notes due in May 2011, which were subsequently exchanged for
substantially identical notes that were registered with the Securities and Exchange Commission (the 91/2%
Senior Notes due 2011 or Notes). The net proceeds from the issuance of the Notes were used to retire approximately $15.0 million of indebtedness outstanding under a then existing credit facility, to pay a special distribution to
stockholders of approximately $134.6 million and for general corporate purposes. The Company may redeem any of the Notes beginning on May 15, 2007 with an initial redemption price of 109.500% of their principal amount plus accrued interest. In
addition, before May 15, 2007, the Company may redeem up to 35% of the Notes at a redemption price of 109.500% of their principal amount plus accrued interest using the proceeds from sales of certain kinds of its capital stock. The Company has
determined the early redemption option to be an embedded derivative and has determined the value of the embedded derivative to be immaterial. Any outstanding principal is due in May 2011 and interest is payable semi-annually in arrears on
May 15 and November 15 of each year.



In the Indenture related to the 91/2% Senior Notes due 2011, the Company agreed to covenants that limit
its and its Restricted Subsidiaries (i.e., Projecta B.V., Procolor S.A.S.) ability, among other things, to: (a) incur additional debt and issue Preferred Stock, (b) pay dividends, acquire shares of capital stock, make payments on
subordinated debt or make investments, (c) place limitations on distributions from Restricted Subsidiaries, (d) issue or sell capital stock of Restricted Subsidiaries, (e) issue guarantees, (f) sell or exchange assets,
(g) enter into transactions with stockholders and affiliates, (h) create liens and (i) effect mergers. In addition, if a change of control occurs, each holder of Notes will have the right to require the Company to repurchase all or
part of the holders Notes at a price equal to 101% of their principal amount, plus any accrued interest to the date of purchase.



The Company has an unsecured revolving credit facility that expires in May 2006 with maximum possible borrowings equal to $5.0 million. At
September 30, 2005 and December 31, 2004, the Company had no outstanding balances under this line of credit. Interest on outstanding borrowings related to this line of credit is calculated at the prime rate, which was 6.75% on
September 30, 2005.



Projecta, the Companys Dutch
subsidiary, has an overdraft line of credit with maximum possible borrowings equal to the lower of 1.5 million Euros or certain percentages of Projectas eligible accounts receivable and inventory. At September 30, 2005 and
December 31, 2004, Projecta had no outstanding balances under this line of credit. Interest on outstanding borrowings related to this line of credit is calculated at the Fortis Basic Rate plus 1.50%, the sum of which was 4.25% on
September 30, 2005.



The Company has provided an insurance
carrier with a standby letter of credit for $0.3 million for self-insured amounts under its insurance program.



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4. Earnings Per Share



Basic earnings per share are computed using the weighted average number of actual common shares outstanding during the period. Diluted earnings per share
reflect the potential dilution that would occur from the exercise of common stock options outstanding. The following table presents the calculations of earnings per share for the periods ended (in thousands except share data):



|                                            |  |                                |          |                             |          |                                |          |                              |         
|------------------------------------------- |  | ------------------------------ | -------- | --------------------------- | -------- | ------------------------------ | -------- | ---------------------------- | --------
|                                            |  | 13 WeeksEndedSeptember 30,2005 |          | 13 WeeksEndedOctober 1,2004 |          | 39 WeeksEndedSeptember 30,2005 |          | 40 WeeksEnded October 1,2004
|Net income                                  |  | $                              | 8,826    |                             | 7,806    |                                | 24,261   |                              | 25,699  
|                                            |  |                                |          |                             |          |                                |          |                              |         
|Basic weighted average shares outstanding   |  |                                | 5,371.84 |                             | 5,340.84 |                                | 5,361.44 |                              | 5,289.24
|Dilutive effect of stock options            |  |                                | 71.07    |                             | 70.11    |                                | 71.07    |                              | 70.11   
|                                            |  |                                |          |                             |          |                                |          |                              |         
|Diluted weighted average shares outstanding |  |                                | 5,442.91 |                             | 5,410.95 |                                | 5,432.50 |                              | 5,359.35
|                                            |  |                                |          |                             |          |                                |          |                              |         
|Earnings per share:                         |  |                                |          |                             |          |                                |          |                              |         
|Basic                                       |  | $                              | 1,643.01 |                             | 1,461.57 |                                | 4,525.09 |                              | 4,858.73
|Diluted                                     |  | $                              | 1,621.56 |                             | 1,442.63 |                                | 4,465.90 |                              | 4,795.18



5. Stock Options



The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Under this method, compensation expense is recorded on the date of grant only if the current market
price of the underlying stock exceeded the exercise price. Since the exercise price of the Companys stock options equals the market value of the underlying common stock on the date of grant, no compensation expense is recognized. For the 39
weeks ended September 30, 2005 and the 40 weeks ended October 1, 2004, the Company did not recognize any compensation expense. SFAS No. 123, Accounting for Stock-Based Compensation, established accounting and disclosure
requirements using a fair value method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above, and has
adopted the disclosure requirements of SFAS No. 123.



The
Company has a nonqualified stock option plan under which options are granted to certain employees. The plan authorizes grants of options to purchase 737 shares, all of which have been granted. The Company has not disclosed the effect on net income
as if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, due to immateriality.



In December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share-Based Payment, that revised FASB Statement No. 123, Accounting
for Stock-Based Compensation, and superseded APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an
entity obtains employee services through share-based payment transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the
award at the date of grant. The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. SFAS No. 123R is effective January 1, 2006 for the Company. The ultimate amount of
increased compensation expense will be dependent on whether the Company adopts SFAS No. 123R using the modified prospective or retrospective method, the number of option shares granted during the year, their timing and vesting period, and the
method used to calculate the fair value of the awards, among other factors. The adoption of SFAS No. 123R is not expected to have a material effect on the results of operations or financial position of the Company.



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There were no anti-dilutive securities outstanding at September 30, 2005 or October 1, 2004.



6. Inventories



The Company accounts for its inventory at the lower of cost or market using
the first-in, first-out (FIFO) method. Inventory was comprised of the following at (in thousands):



|                 |  |                   |        |                  |       
|---------------- |  | ----------------- | ------ | ---------------- | ------
|                 |  | September 30,2005 |        | December 31,2004
|Raw materials    |  | $                 | 6,797  |                  | 6,473 
|Work in progress |  |                   | 1,739  |                  | 1,692 
|Finished goods   |  |                   | 3,689  |                  | 3,395 
|                 |  |                   |        |                  |       
|                 |  | $                 | 12,225 |                  | 11,560
|                 |  |                   |        |                  |       



7. Comprehensive Income



The changes in the components of comprehensive income are
as follows for the periods ended (in thousands):



|                                                    |  |                                |       |   |                               |       |                                |        |   |                               |        |  
|--------------------------------------------------- |  | ------------------------------ | ----- | - | ----------------------------- | ----- | ------------------------------ | ------ | - | ----------------------------- | ------ | -
|                                                    |  | 13 WeeksEndedSeptember 30,2005 |       |   | 13 WeeksEnded October 1, 2004 |       | 39 WeeksEndedSeptember 30,2005 |        |   | 40 WeeksEnded October 1, 2004 |       
|Net income                                          |  | $                              | 8,826 |   |                               | 7,806 |                                | 24,261 |   |                               | 25,699 |  
|Other comprehensive income:                         |  |                                |       |   |                               |       |                                |        |   |                               |        |  
|Cumulative foreign exchange translation adjustments |  |                                | (74   | ) |                               | 169   |                                | (2,424 | ) |                               | (34    | )
|Interest rate hedges                                |  |                                |      |   |                               |      |                                |       |   |                               | 244    |  
|                                                    |  |                                |       |   |                               |       |                                |        |   |                               |        |  
|Total comprehensive income                          |  | $                              | 8,752 |   |                               | 7,975 |                                | 21,837 |   |                               | 25,909 |  
|                                                    |  |                                |       |   |                               |       |                                |        |   |                               |        |  



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8. Segment Information



The Company primarily manufactures projection screens and other meeting room equipment that are sold throughout the United States and Europe. Based on
its operations, the Company has established two reportable segments: United States and Europe. The United States segment includes the operations of Da-Lite. The Europe segment includes the operations of Projecta and Procolor. All significant
intersegment transactions have been eliminated.



The following
table presents financial information by segment for the periods stated (in thousands):



|                       |  |                                |        |                               |        |                                |         |                               |        
|---------------------- |  | ------------------------------ | ------ | ----------------------------- | ------ | ------------------------------ | ------- | ----------------------------- | -------
|                       |  | 13 WeeksEndedSeptember 30,2005 |        | 13 WeeksEnded October 1, 2004 |        | 39 WeeksEndedSeptember 30,2005 |         | 40 WeeksEnded October 1, 2004
|Net Sales:             |  |                                |        |                               |        |                                |         |                               |        
|United States          |  | $                              | 34,146 |                               | 31,691 |                                | 101,293 |                               | 93,484 
|Europe                 |  |                                | 5,441  |                               | 6,238  |                                | 17,997  |                               | 21,906 
|                       |  |                                |        |                               |        |                                |         |                               |        
|Total net sales        |  | $                              | 39,587 |                               | 37,929 |                                | 119,290 |                               | 115,390
|                       |  |                                |        |                               |        |                                |         |                               |        
|Operating income:      |  |                                |        |                               |        |                                |         |                               |        
|United States          |  | $                              | 11,883 |                               | 10,964 |                                | 33,491  |                               | 29,196 
|Europe                 |  |                                | 906    |                               | 1,185  |                                | 2,846   |                               | 5,290  
|                       |  |                                |        |                               |        |                                |         |                               |        
|Total operating income |  | $                              | 12,789 |                               | 12,149 |                                | 36,337  |                               | 34,486 
|                       |  |                                |        |                               |        |                                |         |                               |        



9. Commitments and Contingencies



The Company is involved in certain legal proceedings in
the ordinary course of business. Management believes that all of the Companys pending litigation is routine in nature and that none of this litigation is likely to have a material adverse effect on the results of operations or financial
position of the Company.



10. Subsequent Event



Subsequent to September 30, 2005, the Company repurchased $6.0 million
of the outstanding $150.2 million principal amount of its 91/2% Senior Notes due 2011 from the open market using
cash on hand for an aggregate purchase price of $6.6 million. The Company retired these Notes and expects to incur an expense of $0.6 million during the fourth quarter related to the premium paid in the transaction and the write-off of deferred
financing costs.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



Forward Looking Statements



This quarterly report on Form 10-Q contains certain statements that may be deemed to be forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this report are forward-looking statements. When used in this
report, the words may, will, should, would, anticipate, estimate, expect, plan, believe, predict, potential,
intend, and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks
and uncertainties include, but are not limited to, changes in sales or industry trends, competition, retention of senior management and other key personnel, availability of materials or components, ability to make continued product innovations,
casualty or work stoppages at the Companys facilities and currency exchange rates. Forward-looking statements are based on assumptions and assessments made by the Companys management in light of their experience and their perception of
historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Readers of this report are cautioned not to place undue reliance on these forward-looking statements, as there can be no assurance
that these forward-looking statements will prove to be accurate. Management undertakes no obligation to update any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this report.



Overview



Da-Lite is the worlds leading manufacturer and distributor of projection screens based on internal estimates of market
share. Projection screens are the Companys main product line and the Company produces three types: (1) electrically operated screens, which have the ability to retract into a concealed ceiling recess or into a wall-mounted case,
(2) wall screens, which are normally mounted on an exposed wall surface and may either be manually retractable or attached to a rigid frame, and (3) portable screens which can easily be set up and removed. Da-Lite also sells custom
engineered rear projection systems and complementary presentation products such as lecterns, easels, audiovisual carts, monitor mounts and conference cabinets.



Results of Operations



Thirteen Weeks Ended September 30, 2005, Compared with Thirteen Weeks Ended October 1, 2004



Net Sales. Net sales were $39.6 million for the 13 weeks ended
September 30, 2005, as compared to $37.9 million for the 13 weeks ended October 1, 2004, an increase of $1.7 million or 4.4%. Sales by the Companys United States operations increased 7.7%. Increased demand across a broad range of
product categories resulted in higher sales volumes in the domestic market. In the U.S., electric screen sales increased $1.1 million, wall screen sales increased $0.7 million, and portable screen sales increased $0.1 million from 2004 levels. Net
sales from the Companys European subsidiaries decreased by $0.8 million or 12.8%. The decrease in Europe was attributable to the difficult economic conditions in certain countries and the increased presence of lower priced competitors
(including historical competitors and new entrants) both of which resulted in a decline in unit sales compared to the prior year period.



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##### Table of Contents

Cost of Sales. The cost of sales was $21.8 million for the third quarter of 2005, as compared to
$21.1 million for the third quarter of 2004, an increase of $0.7 million, or 3.3%. As a percentage of net sales, the cost of sales represented 55.0% and 55.6% for the third quarter of 2005 and the third quarter of 2004, respectively. This
constitutes a 0.6 percentage-point improvement in margin. Margin percentage at the Companys United States operations increased while the decline in volume from the Companys European operations resulted in a decrease in European margins.



Selling, General and Administrative Expenses. Selling,
general and administrative expenses were $4.0 million in the third quarter of 2005, as compared to $3.8 million for the third quarter of 2004. The third quarter of 2005 includes approximately $0.3 million of expenses associated primarily with
Sarbanes-Oxley and other public company compliance costs.



Depreciation and Amortization. Depreciation and amortization was $1.0 million for the third quarter of 2005 and $0.9 million for the third quarter of 2004. Depreciation is an expense recorded to recognize the use of long-lived
tangible assets used mostly in the manufacturing of product. The increase in depreciation expense in 2005 reflects the capital expenditures made by the Company in 2004.



Interest. Interest expense totaled $3.7 million for the third quarter of 2005, as compared to $3.9 million for the
third quarter of 2004, a decrease of $0.2 million. The decrease was a result of a reduction in the outstanding amount of the 91/2% Senior Notes due 2011 issued in May 2004.



Income Taxes. Income taxes were $0.3 million in the third quarter of 2005 as compared to $0.4 million for the third quarter of 2004. The decrease was due to lower operating income in Europe.



Net Income. Net income increased from $7.8 million for the third
quarter of 2004 to $8.8 million for the third quarter of 2005. The increase resulted from the gross profit on the higher sales in the U.S. Increases in selling, general and administrative expenses and depreciation were offset by the reduction in
interest expense.



Thirty-nine Weeks Ended September 30, 2005,
Compared with Forty Weeks Ended October 1, 2004



Net Sales. Net sales were $119.3 million for the 39 weeks ended September 30, 2005, as compared to $115.4 million for the 40 weeks ended October 1, 2004, an increase of $3.9 million or 3.4%. Sales by the Companys
United States operations increased 8.4%. Increased demand across a broad range of product categories resulted in higher sales volumes in the domestic market. In the U.S., electric screen sales increased $3.7 million, wall screen sales increased $2.7
million, and portable screen sales increased $0.9 million from 2004 levels. Net sales from the Companys European subsidiaries decreased by $3.9 million or 17.8%, with the stronger Euro offsetting $0.5 million of the overall decrease. The
decrease in Europe was attributable to the difficult economic conditions in certain countries and the increased presence of lower priced competitors (including historical competitors and new entrants) both of which resulted in a decline in unit
sales compared to the prior year period.



Cost of
Sales. The cost of sales was $66.1 million for the first three quarters of 2005, as compared to $63.8 million for the first three quarters of 2004, an increase of $2.3 million, or 3.7%. As a percentage of net sales, the cost of sales represented
55.4% and 55.2% for the first three quarters of 2005 and the first three quarters of 2004, respectively. This constitutes a 0.2 percentage-point reduction in margin. The decline in volume from the Companys European operations resulted in a
decrease in European margins and caused the overall margin reduction. Margin percentage at the Companys United States operations increased.



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##### Table of Contents

Selling, General and Administrative Expenses. Selling, general and administrative expenses were
$13.5 million in the first three quarters of 2005, as compared to $14.3 million for the first three quarters of 2004. The decrease results from a non-cash compensation expense of $1.7 million incurred in the second quarter of 2004 related to an
employees exercise of 40 options of common stock at less than the original exercise price as per an employee agreement entered into during the second quarter of 2004. The first three quarters of 2005 includes $0.9 million of expenses
associated with Sarbanes-Oxley and other public company compliance costs.



Depreciation and Amortization. Depreciation and amortization was $3.3 million for the first three quarters of 2005 and $2.8 million for the first three quarters of 2004. Depreciation is an expense recorded to
recognize the use of long-lived tangible assets used mostly in the manufacturing of product. The increase in depreciation expense in 2005 reflects the capital expenditures made by the Company in 2004.



Interest. Interest expense totaled $11.0 million for the first three
quarters of 2005, as compared to $6.7 million for the first three quarters of 2004, an increase of $4.3 million. This increase was a direct result of the interest payable on the 91/2% Senior Notes due 2011 issued in May 2004.



Miscellaneous, net. Miscellaneous, net was $0.1 million for the first three quarters of 2005, as compared to $0.2 million for the first three
quarters of 2004, a decrease of $0.1 million. Miscellaneous, net in 2004 consisted primarily of costs relating to the closing of a subsidiary in 2003.



Income Taxes. Income taxes were $0.9 million for the first three quarters of 2005, as compared to $1.8 million for the first three quarters of
2004. The decrease was due to lower operating income in Europe.



Net Income. Net income fell from $25.7 million for the first three quarters of 2004 to $24.3 million for the first three quarters of 2005, primarily due to increased interest expense associated with the Notes.



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##### Table of Contents

Liquidity and Capital Resources



Management believes the principal indicators of the Companys liquidity are its cash position, remaining availability
under its bank credit facilities and its excess working capital. At September 30, 2005, the Companys cash position was $15.9 million, an increase of $6.6 million from December 31, 2004. Additionally, the Company has an unsecured
revolving credit facility, with maximum possible borrowings equal to $5.0 million, which expires in May 2006. Interest on any outstanding borrowings related to this line of credit is calculated at the prime rate, which was 6.75% on
September 30, 2005. At September 30, 2005, the Company had no outstanding balance under this line of credit. Furthermore, Da-Lites working capital position improved to $32.9 million (including $15.9 million of cash and cash
equivalents) at September 30, 2005, from $26.4 million (including $9.3 million of cash and cash equivalents) at December 31, 2004 due to the increase in cash.



Subsequent to September 30, 2005, the Company repurchased $6.0 million of the outstanding $150.2 million principal
amount of its 91/2% Senior Notes due 2011 from the open market using cash on hand for an aggregate purchase
price of $6.6 million. The Company retired these Notes and expects to incur an expense of $0.6 million during the fourth quarter related to the premium paid in the transaction and the write-off of deferred financing costs. Depending on the
Companys expected cash needs, the prevailing prices of the Notes and other factors, the Company may repurchase additional Notes from time to time in the open market or otherwise.



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##### Table of Contents

The Companys Dutch subsidiary, Projecta, has an overdraft line of credit, with maximum possible
borrowings equal to approximately 1.5 million Euros or certain percentages of Projectas eligible accounts receivable and inventory. This facility is secured by Projectas accounts receivable and inventory. Interest on outstanding
borrowings related to this line of credit is calculated at the Fortis Basic Rate plus 1.50%, the sum of which was 4.25% on September 30, 2005. At September 30, 2005, there were no borrowings outstanding under this line of credit.



The Company expects to be able to fund its working capital
requirements, its capital expenditures and its distributions to stockholders with cash generated from operations.



Cash Flows



For the first three quarters of 2005, cash provided by operating activities was $27.9 million, as compared to $33.2 million during the first three
quarters of 2004, a decrease of $5.3 million or 16.0%, reflecting the reduction of net income attributable to the increased interest expense associated with the Notes and the increase in working capital. Cash used in investing activities was $2.0
million during the first three quarters of 2005, as compared to $6.8 million during the first three quarters of 2004, all of which in both periods represented capital expenditures. Cash used in financing activities was $19.2 million during the first
three quarters of 2005, as compared to $9.4 million during the first three quarters of 2004.



Interest expense was substantially higher in the first three quarters of 2005 compared to the first three quarters of 2004 as a result of the interest on the 91/2% Senior Notes due 2011 issued in May 2004. Management believes that the cash generated by the Companys operations will be sufficient to cover this
interest expense as well as to fund planned capital expenditures, although there can be no assurances in this regard.



Capital Expenditures



Capital expenditures were $2.0 million during the first three quarters of 2005 compared to $6.8 million during the first three quarters of 2004. The
Companys management currently expects to spend approximately $3.5 million on capital expenditures in 2005 using cash generated from operations. The higher level of capital expenditures in 2004 primarily reflected the construction of a new
manufacturing facility in the Netherlands, which was completed in 2004.



Contractual Obligations



The following table
sets forth, as of September 30, 2005, certain of the Companys contractual obligations:



|                                                |  |                        |       |                 |      |           |      |           |      |                  |      
|----------------------------------------------- |  | ---------------------- | ----- | --------------- | ---- | --------- | ---- | --------- | ---- | ---------------- | -----
|                                                |  | Payments due by period
|Contractual Obligations                         |  | Total                  |       | Less than1 year |      | 1-3 years |      | 3-5 years |      | More than5 years
|                                                |  | (in millions)         
|Interest and principal payments for senior debt |  | $                      | 235.8 |                 | 14.3 |           | 28.5 |           | 28.5 |                  | 164.5
|Self-insurance letter of credit                 |  |                        | 0.3   |                 | 0.3  |           |     |           |     |                  |     
|                                                |  |                        |       |                 |      |           |      |           |      |                  |      
|Total                                           |  | $                      | 236.1 |                 | 14.6 |           | 28.5 |           | 28.5 |                  | 164.5
|                                                |  |                        |       |                 |      |           |      |           |      |                  |      



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Distributions



As a subchapter S corporation under the Internal Revenue Code of 1986, Da-Lite is not subject to U.S. federal income taxes. Instead, such taxes are
payable by Da-Lites stockholders. Distributions are made by Da-Lite to its stockholders to pay estimated taxes relating to taxable income allocated to them by the Company on a quarterly basis. Tax related distributions were $2.7 million and
$10.9 million in the third quarter of 2005 and the first three quarters of 2005, respectively.



The Company has paid regular distributions to its stockholders in 2005 at the monthly rate of $175 per share or $0.9 million in the aggregate, subject to the covenants contained in the indenture related to its Notes.
Regular monthly distributions were paid to the Companys stockholders in the first part of 2004, through April 2004, at the monthly rate of $200 per share or $1.0 million in the aggregate. In May 2004, the Company paid a special distribution to
its stockholders of approximately $134.6 million in the aggregate ($25,500 per share). Although the Company continued to make quarterly tax distributions to its stockholders, additional regular monthly distributions during the remainder of 2004 were
not issued.



Inflation



The Companys management believes that inflation has not had a material
effect on the results of its operations.



Environmental



The Company has incurred, and in the future will continue to incur,
expenditures for matters relating to environmental control, remediation, monitoring and compliance. The Companys management believes that compliance with current environmental laws and regulations is not likely to have a material adverse
effect on the Companys financial condition, the results of its operations or its liquidity; however, environmental laws and regulations have changed rapidly in recent years and the Company may become subject to more stringent environmental
laws and regulations in the future.



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##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.



Concentration of Credit Risk



Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains cash and cash equivalents with well-capitalized financial
institutions.



The Companys sales are not materially
dependent on a single customer or a small group of customers. No one individual customer balance represented more than 10% of the Companys total outstanding receivables as of September 30, 2005. Credit risk associated with the
Companys receivables is representative of the geographic, industry and customer diversity associated with the Companys global business.



The Company also maintains credit controls for evaluating and granting customer credit. As a result, the Company may require that customers provide some
type of financial guarantee in certain circumstances.



Foreign Currency Risk



Da-Lite routinely uses forward exchange contracts to
economically hedge raw material purchases from vendors outside of the country of purchase.



Interest Rate Risk



Da-Lite does not have any variable rate debt outstanding and the Companys management does not foresee the need to pursue additional debt financing at this time. Interest on outstanding borrowings related to Projectas overdraft
line of credit is calculated at the Fortis Basic Rate plus 1.50%, the sum of which was 4.25% on September 30, 2005. Interest related to any outstanding balances on the Companys $5.0 million revolving credit facility is calculated at the
prime rate, which was 6.75% on September 30, 2005. At September 30, 2005, the Company had no outstanding balances under this line of credit.



At September 30, 2005, the Company had $150.2 million in fixed-rate long-term debt outstanding. There are no earnings risks associated with the
Companys fixed rate debt. The fair market value of the fixed-rate debt (based on discounted cash flows reflecting borrowing rates currently available for debt with similar terms and maturities) varies with fluctuations in interest rates. A 10%
decrease in interest rates would have changed the fair market value of the fixed-rate debt to approximately $175 million from the fair value of approximately $166 million at December 31, 2004. Note that financial instruments are described as
cash or contractual obligations or rights to pay or receive cash. The fair value of all other financial instruments approximates the carrying value because of the short term maturity of these instruments, including cash and cash equivalents,
accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses.



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##### Table of Contents

Item 4. Controls and Procedures.



|(a) | Evaluation of Disclosure Controls and Procedures. Based on the evaluation required by Rule 15d-15(b) under the Securities Exchange Act of 1934, the principal executive
officer and principal financial officer of the Da-Lite have concluded that Da-Lites disclosure controls and procedures (as defined in Rule 15d-15(e)), as of the end of the period covered by this report, were effective to ensure that the
information required to be disclosed by Da-Lite 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 SEC rules and forms. The disclosure
controls and procedures are designed to only provide reasonable assurance of achieving the desired control objections.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Changes in internal control over financial reporting. There were no changes in Da-Lites internal controls over financial reporting that occurred during the last fiscal
quarter that has materially affected, or are reasonably likely to materially affect, Da-Lites internal control over financial reporting.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

PART II



OTHER INFORMATION



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.



During the third quarter of 2005, one employee exercised options to purchase an aggregate of 1.0 shares of our common stock at an aggregate purchase price
of $15,418. This transaction was exempt from registration pursuant to, among other things, Section 4(2) of the Securities Act of 1933, as amended, and Rule 701 thereunder.



Item 6. Exhibits



|            |  |                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                    
|31.1        |  | Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.2        |  | Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|32.1        |  | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  
|            | 
|32.2        |  | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  



17



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##### Table of Contents

SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



DA-LITE SCREEN COMPANY, INC.(Registrant)By:

/s/ Jerry C. YoungJerry C. YoungVice President  Finance and Chief Financial Officer (Principal Financial and Accounting Officer)




Date: November 1, 2005



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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                    
|31.1        |  | Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.2        |  | Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|32.1        |  | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  
|            | 
|32.2        |  | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  



19