8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

July 28, 2004

Date of Report (Date of earliest event reported)

BRILLIAN CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

000-50289	05-0567906
(Commission File Number)	(IRS Employer Identification Number)

1600 N. DESERT DRIVE
TEMPE, ARIZONA
85281

(Address of Principal Executive Offices) (Zip Code)

(602) 389-8888

(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	Item 12. Results of Operations and Financial Condition.
SIGNATURES
EX-99.1

Item 12. Results of Operations and Financial Condition.

     The registrant is furnishing this Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release released on July 28, 2004.

     The information in this Report on Form 8-K (including the exhibit) is furnished pursuant to Item 12 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

     The registrant does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the registrant’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

     The text included with this Report is available on the registrant’s website located at www.brilliancorp.com, although the registrant reserves the right to discontinue that availability at any time.

     Exhibit 99.1 Press Release dated July 28, 2004.

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 hereunto duly authorized.

	BRILLIAN	CORPORATION
Date: July 28, 2004	By:	/s/ Wayne A. Pratt
		Wayne A. Pratt
		Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

For information contact:
Wayne Pratt
Vice President, Chief Financial Officer
Brillian Corporation
(602) 389-8797
wayne.pratt@brilliancorp.com

BRILLIAN CORPORATION REPORTS RECORD BOOKINGS AND
REVENUES FOR THE SECOND QUARTER

TEMPE, ARIZ., July 28, 2004 - Brillian Corporation (Nasdaq: BRLC), a designer and developer of rear-projection, high-definition televisions based on its proprietary liquid crystal on silicon (LCoS^TM) microdisplays, today announced its financial results for the second quarter ended June 30, 2004.

For the quarter ended June 30, 2004, Brillian reported record revenue of $1.1 million, up 49% from the year-ago quarter. Year-to-date revenue was $1.6 million, up 43% from the first half of 2003. Net loss for the quarter was $4.8 million compared with a net loss of $4.7 million in the second quarter of 2003. Net loss for the first six months of 2004 was $10.2 million compared with a net loss of $9.3 million for the first half of 2003. Net loss per share was $0.78 for the second quarter of 2004 compared with $0.88 for the second quarter of 2003. For the first six months of 2004, net loss per share was $1.77 compared with $1.75 for the first half of 2003. Bookings for the second quarter of 2004 hit a new record of $3.4 million and included $2.6 million for HDTV product and $760,000 for microdisplays.

Brillian ended the quarter with cash, cash equivalents and short-term investments of $16.5 million, working capital of $19.2 million, stockholders’ equity of $40.9 million, and no debt.

“I am very excited about the progress we made during the second quarter,” said Vincent F. Sollitto, Jr., President and CEO of Brillian. “During the second quarter, we achieved record revenue and bookings; we shipped our first 65” HDTV monitor into the Phoenix pilot program; and we kicked off manufacturing at Suntron. Response to the pilot program has been excellent, and we look forward to beginning shipment to end customers in the third quarter. During the quarter, we also signed our largest near to eye imager contract to date, which should result in revenue of $1 million over an 18-month period.”

Business Outlook

We will shortly begin shipments of our new HDTV product to our retail customer. It is anticipated that our retailer customer will have the TVs available in select stores and begin

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com

marketing them later this summer. Based on our current production schedule, the current order book, and customer forecasts, we anticipate revenue for the third quarter of 2004 to be in the range of $2.8 million to $3.2 million. Further, we expect that the net loss in the third quarter will be in the range of $4.4 million to $4.9 million.

Revenue for the fourth quarter of 2004 will be heavily dependent upon the timing of orders placed by our current and potential future retailer customers. However, based on our current forecast and current production schedules, we anticipate that revenue for the fourth quarter of 2004 will be in the range of $9 million to $12 million. For the full year 2004, we anticipate that revenue will be in the range of $13 million to $17 million and net loss will be in the range of $15 million to $18 million.

For 2005, we anticipate sequential quarterly revenue growth of 20% to 25%. We further anticipate that we will achieve our target business model of 35% gross margin and 13% operating profit margin in the second or third quarter of 2005.

Brillian will host a conference call today, July 28, to discuss its second-quarter financial results and future outlook. The conference call may include forward-looking statements. The call will be Web cast and is scheduled to begin at 4:30 p.m. Eastern Time (1:30 p.m. Pacific). The live audio broadcast and replay of the conference call can be accessed on Brillian’s Web site at www.brilliancorp.com under the Investor Relations section. Brillian will maintain an audio replay of this conference call on its Web site through the third quarter of 2004. No other audio replay will be available.

Brillian will present at the Adams Harkness & Hill Equity Conference August 3-5, 2004 in Boston, MA, and at the USDC/WR Hambrecht Display Conference September 23, 2004 in San Francisco.

About Brillian Corporation

Brillian Corporation designs and develops rear-projection HDTVs targeted at retailers and end user customers looking for breakthrough performance and image quality that sets a benchmark in HDTV price/performance. The company is the first and only provider of LCoSTM Gen II technology used in these products. In addition to its high-definition televisions, Brillian also offers a broad line of LCoSTM microdisplay products and subsystems that original equipment manufacturers (OEMs) integrate into proprietary HDTV products, multimedia projectors, and near-to-eye products such as monocular and binocular headsets. Brillian’s LCoSTM Gen I and LCoSTM Gen II microdisplay technologies address the market demand for a high-performance display solution with high image fidelity, high-resolution scalability, and high contrast ratios. The company’s website is www.brilliancorp.com.

Brillian is a registered trademark and LCoS is a trademark of Brillian Corporation. All other trademarks are the property of their respective owners.

Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and Brillian intends that such forward-looking statements be subject to

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com

the safe-harbor created thereby. Such forward-looking statements include expectations regarding (i) the company’s manufacturing and marketing plans, (ii) the future operating results of the company, including expectations regarding revenue, gross margin improvements, expenses, and losses for the third and fourth quarters of fiscal 2004, for the entire 2004 fiscal year, and for the entire 2005 fiscal year, and (iii) the company’s timing for achieving certain financial targets. Brillian cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include (a) changes in markets for the company’s products; (b) changes in the market for customer’s products; (c) the failure of Brillian products to deliver commercially acceptable performance; (d) the ability of Brillian’s management, individually or collectively, to guide the company in a successful manner; and (e) other risks as detailed in Brillian’s Annual Report on Form 10-K.

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com

BRILLIAN CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2004			2003			2004			2003
Total net sales	$	1,134		$	760		$	1,612		$	1,131
Costs and Expenses:
Cost of sales		2,653			2,686			5,037			4,818
Selling, general, and administrative		1,107			1,051			2,193			2,265
Research and development		2,104			1,714			4,558			3,397
		5,864			5,451			11,788			10,480
Operating loss		(4,730	)		(4,691	)		(10,176	)		(9,349	)
Other Income (Expense):
Loss on investment in start-up company		(131	)		—			(131	)		—
Interest, net		23			—			67			—
Net Loss	$	(4,838	)	$	(4,691	)	$	(10,240	)	$	(9,349	)
Loss per Common Share:
Basic and diluted	$	(0.78	)	$	(0.88	)	$	(1.77	)	$	(1.75	)
Weighted Average Number of Common Shares:
Basic and diluted		6,188			5,329			5,784			5,329

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com

BRILLIAN CORPORATION
CONDENSED BALANCE SHEETS
(unaudited)
(in thousands)

	JUNE 30,			DECEMBER 31,
	2004			2003
ASSETS
Current Assets:
Cash, cash equivalents and short-term investments	$	16,474		$	14,417
Accounts receivable, net		845			447
Inventories		3,896			2,735
Other current assets		475			828
Total current assets		21,690			18,427
Property, plant and equipment, net		7,056			6,267
Intangibles, net		8,412			8,768
Other investments		6,200			6,331
	$	43,358		$	39,793
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	831		$	457
Accrued compensation		377			84
Accrued liabilities		1,084			676
Deferred revenue		189			21
Total current liabilities		2,481			1,238
Commitments and Contingencies
Stockholders’ Equity:
Common stock		7			5
Additional paid-in capital		57,867			45,708
Deferred stock compensation		(864	)		(1,265	)
Accumulated deficit		(16,133	)		(5,893	)
Total stockholders’ equity		40,877			38,555
	$	43,358		$	39,793

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com