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) February 11, 2004

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 February 11, 2004, 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 February 11, 2004, Irvine Sensors Corporation issued an earnings release announcing its financial results for its first fiscal quarter of its 2004 fiscal year ended December 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.

February 11, 2004	IRVINE SENSORS CORPORATION
	By:	/s/ John J. Stuart, Jr.
		John J. Stuart, Jr., Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 11, 2004, of the Registrant.

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

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

FOR IMMEDIATE RELEASE

IRVINE SENSORS RELEASES 1st QUARTER RESULTS

COSTA MESA, CALIFORNIA — February 11, 2004 — Irvine Sensors Corporation (NASDAQ: IRSN, Boston Stock Exchange: ISC) today reported operating results for its first quarter of fiscal 2004, the 13 weeks ended December 28, 2003.

Total revenues were $3,440,300, down from $5,197,000 for the 13 weeks ended December 29, 2002, reflecting a reduction in the Company’s contract research and development revenue over the prior year period, which included revenue from a single large contract that was substantially completed in fiscal 2003. Product sales in the current year period were up from the prior year period. Despite the approximate $1.75 million revenue reduction versus the prior year period, net loss for the 13-week period ended December 28, 2003 was $897,800 as compared to $693,700 for the 13-week period ended December 29, 2002, a disproportionate result that reflected improved margins on contract research and development revenue in the current year period. From a liquidity perspective, cash improved by $460,200 and working capital improved by $1,722,300 during the 13-week period ended December 28, 2003, largely as a result of a financing completed in December 2003.

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.

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IRVINE SENSORS CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 28, 2003			September 28, 2003
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,627,000		$	1,166,800
Restricted cash		54,200			54,200
Accounts receivable, net of allowance for doubtful accounts of $10,000 and $57,700, respectively		802,100			443,500
Unbilled revenues on uncompleted contracts		759,100			598,100
Inventory, net		777,900			932,100
Other current assets		72,800			48,500
Total current assets		4,093,100			3,243,200
Equipment, furniture and fixtures, net		4,351,900			4,417,600
Patents and trademarks, net		701,100			707,400
Deposits		86,600			87,400
Total assets	$	9,232,700		$	8,455,600
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,634,500		$	1,620,600
Accrued expenses		883,600			806,100
Accrued loss on contracts		42,300			358,500
Advance billings on uncompleted contracts		20,300			437,000
Deferred revenue		25,000			251,700
Capital lease obligations – current portion		26,500			30,700
Total current liabilities		2,632,200			3,504,600
Capital lease obligations, less current portion		29,500			34,700
Minority interest in consolidated subsidiaries		427,600			431,500
Total liabilities		3,089,300			3,970,800
Commitments and contingencies		—			—
Stockholders’ Equity:
Preferred stock, $0.01 par value, 500,000 shares authorized;
Series E convertible preferred stock, 0 and 2,083 shares outstanding		—			—
Common stock, $0.01 par value, 80,000,000 shares authorized; 15,008,400 and 12,947,700 shares issued and outstanding		150,100			129,500
Common stock warrants; 2,075,200 and 2,065,600 warrants outstanding		—			—
Unamortized employee stock bonus plan contribution		(469,100	)		—
Common stock held by Rabbi Trust		(250,000	)		(250,000	)
Deferred compensation liability		250,000			250,000
Paid-in capital		113,320,400			110,315,500
Accumulated deficit		(106,858,000	)		(105,960,200	)
Total stockholders’ equity		6,143,400			4,484,800
	$	9,232,700		$	8,455,600

IRVINE SENSORS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	13 Weeks Ended
	December 28, 2003			December 29, 2002
Revenues:
Contract research and development revenue	$	2,474,100		$	4,580,600
Product sales		939,700			599,300
Other revenue		26,500			17,100
Total revenues		3,440,300			5,197,000
Cost and expenses:
Cost of contract research and development revenue		1,393,600			3,621,300
Cost of product sales		1,066,200			606,600
General and administrative expense		1,293,400			1,511,400
Research and development expense		549,800			95,100
Total cost and expenses		4,303,000			5,834,400
Loss from operations		(862,700	)		(637,400	)
Interest expense		(33,100	)		(51,500	)
Other expense		—			(5,800	)
Interest and other income		—			4,700
Loss before minority interest and provision for income taxes		(895,800	)		(690,000	)
Minority interest in loss of subsidiaries		4,000			6,200
Provision for income taxes		(6,000	)		(9,900	)
Net loss		(897,800	)		(693,700	)
Imputed dividend on Series E stock issued		—			(842,900	)
Net loss applicable to common stockholders	$	(897,800	)	$	(1,536,600	)
Basic and diluted net loss per common share	$	(0.07	)	$	(0.22	)
Weighted average number of shares outstanding		13,592,700			7,144,940