8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    December 22, 2003    

Irvine Sensors Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-08402	33-0280334
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3001 Redhill Avenue, Costa Mesa, California		92626
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code    (714) 549-8211    

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

Item 7.    Exhibits

(a) Not Applicable.

(b) Not Applicable.

(c) Exhibits

99.1    Press Release dated December 22, 2003, of the Registrant.

Item 12.    Results of Operations and Financial Condition

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

On December 22, 2003, Irvine Sensors Corporation issued an earnings release announcing its financial results for its 2003 fiscal year ended September 28, 2003. A copy of the earnings release is attached as Exhibit 99.1.

SIGNATURES

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

	IRVINE SENSORS CORPORATION
	(Registrant)
Dated: December 22, 2003	/s/ John J. Stuart, Jr.
	John J. Stuart, Jr. Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated December 22, 2003, of the Registrant.

EX-99.1

[LOGO APPEARS HERE]     IRVINE SENSORS CORPORATION
	NEWS RELEASE

CONTACT:	Investor Relations
	Irvine Sensors Corporation
	(714) 444-8718
	investorrelations@irvine-sensors.com

IRVINE SENSORS RELEASES FISCAL 2003 RESULTS

FOR IMMEDIATE RELEASE

COSTA MESA, CALIFORNIA — December 22, 2003 — Irvine Sensors Corporation (NASDAQ: IRSN, Boston Stock Exchange: ISC) today released its results for its 2003 fiscal year ended September 28, 2003. Fiscal 2003 revenues were $12,642,300, down $2.7 million, or approximately 17.6%, from fiscal 2002 total revenues of $15,342,300. Net loss for fiscal 2003 increased approximately 5% to $6,345,100 in fiscal 2003, as compared to the $6,037,500 net loss of fiscal 2002, reflecting a decrease of approximately $1.9 million in general and administrative expense from fiscal 2002. In addition to the net loss, fiscal 2003 included an imputed non-cash dividend of $1,013,100 related to the issuance of convertible preferred stock. Largely as a result of financings consummated during the fiscal year, the Company’s working capital at September 28, 2003 was improved by approximately $1.2 million over the prior year-end.

Irvine Sensors Corporation, headquartered in Costa Mesa, California, is primarily engaged in the sale of stacked chip assemblies and research and development related to high density electronics, miniaturized sensors and cameras, optical interconnection technology, high speed routers, image processing and low-power analog and mixed-signal integrated circuits for diverse systems applications.

Irvine Sensors Corporation 2003 Fiscal Year Results Press Release

December 22, 2003

Page 2 of 4

Safe Harbor’ Statement under the Private Securities Litigation Reform Act of 1995:    This release may contain forward-looking statements based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by us. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements speak only as of the date hereof and are subject to change. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

Important factors that may cause such a difference include, but are not limited to, general economic and political conditions and specific conditions in the markets we address, including the economic slowdown in the technology sector and semiconductor industry; our ability to control costs and expenses; our ability to compete against firms with greater resources and successfully commercialize our technologies, the volume of our product sales and pricing concessions on volume sales; and the timing, rescheduling or cancellation of significant customer orders. Further information on Irvine Sensors Corporation, including additional risk factors that may affect our forward looking statements, is contained in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other SEC filings that are available through the SEC’s EDGAR database (www.sec.gov) or from the Company’s Investors Relations.

Irvine Sensors Corporation 2003 Fiscal Year Results Press Release

December 22, 2003

Page 3 of 4

Consolidated Statements of Operations

	Fiscal Year Ended
	September 28, 2003			September 29, 2002
Revenues:
Contract research and development revenue	$	10,367,900		$	10,561,500
Product sales		2,212,700			4,641,700
Other revenue		61,700			139,100
Total revenues		12,642,300			15,342,300
Cost and expenses:
Cost of contract research and development revenue		7,790,200			7,752,100
Cost of product sales		2,375,600			4,048,800
General and administrative expense		5,598,800			7,476,600
Research and development expense		2,668,200			1,991,700
		18,432,800			21,269,200
Loss from operations		(5,790,500	)		(5,926,900	)
Interest expense		(182,400	)		(230,400	)
Interest and other income		5,100			10,100
Loss on disposal of assets		(369,400	)		—
Loss from continuing operations before minority interest and provision for income taxes		(6,337,200	)		(6,147,200	)
Minority interest in loss of subsidiaries		7,900			112,200
Provision for income taxes		(15,800	)		(37,500	)
Loss from continuing operations		(6,345,100	)		(6,072,500	)
Discontinued operations:
Loss from operations of discontinued subsidiary		—			—
Gain on disposal of subsidiary		—			35,000
Gain from discontinued operations		—			35,000
Net loss	$	(6,345,100	)	$	(6,037,500	)
Imputed dividend on Series E stock issued		(1,013,100	)		—
Net loss applicable to common stockholders	$	(7,358,200	)	$	(6,037,500	)
Loss from continuing operations	$	(0.82	)	$	(1.07	)
Gain from discontinued operations		—			0.01
Basic and diluted net loss per common share	$	(0.82	)	$	(1.06	)
Weighted average number of shares outstanding		8,958,200			5,694,800

Irvine Sensors Corporation 2003 Fiscal Year Results Press Release

December 22, 2003

Page 4 of 4

Consolidated Balance Sheets

	September 28, 2003			September 29, 2002
Assets
Current assets:
Cash and cash equivalents		1,166,800			696,300
Restricted cash		54,200			435,200
Accounts receivable, net of allowance for doubtful accounts of $57,700 in 2003 and $76,300 in 2002		443,500			2,081,700
Unbilled revenues on uncompleted contracts		598,100			648,500
Inventory, net		932,100			938,000
Other current assets		48,500			100,600
Total current assets		3,243,200			4,900,300
Equipment, furniture and fixtures, net		4,417,600			4,959,200
Patents and trademarks, net		707,400			580,600
Deposits		87,400			98,450
Total assets	$	8,455,600		$	10,538,550
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,620,600		$	3,880,100
Accrued expenses		806,100			1,205,400
Accrued loss on contracts		358,500			444,200
Advance billings on uncompleted contracts		437,000			143,800
Deferred revenue		251,700			43,100
Line of credit		—			400,000
Short term notes payable		—			150,000
Capital lease obligations—current portion		30,700			116,900
Total current liabilities		3,504,600			6,383,500
Capital lease obligations, less current portion		34,700			61,300
Minority interest in consolidated subsidiaries		431,500			467,200
Total liabilities		3,970,800			6,912,000
Stockholders’ Equity:
Preferred stock, $0.01 par value, 500,000 shares authorized:
Series B convertible cumulative preferred stock, 0 and 4,300 shares outstanding		—			25
Series C convertible cumulative preferred stock, 0 and 2,300 shares outstanding		—			25
Series E convertible preferred stock, 2,083 and 0 shares outstanding; aggregate liquidation preference of $250,000		—			—
Common stock, $0.01 par value, 80,000,000 shares authorized; 12,947,700 and 7,027,900 shares issued and outstanding		129,500			70,300
Common stock warrants; 2,065,600 and 1,094,800 outstanding		(250,000	)		—
Common stock held by Rabbi Trust		—			—
Deferred compensation liability		250,000			—
Paid-in capital		110,315,500			102,158,200
Accumulated deficit		(105,960,200	)		(98,602,000	)
Total stockholders’ equity		4,484,800			3,626,550
Total liabilities and stockholders’ equity	$	8,455,600		$	10,538,550