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) May 7, 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 May 7, 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 May 7, 2004, Irvine Sensors Corporation issued an earnings release announcing its financial results for the second fiscal quarter ended March 28, 2004. 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: May 7, 2004	/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 May 7, 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 MID-YEAR RESULTS

COSTA MESA, CALIFORNIA — May 7, 2004 — Irvine Sensors Corporation (NASDAQ: IRSN, Boston Stock Exchange: ISC) today reported operating results for the company’s second fiscal 2004 quarter and first fiscal half, the 13 and 26-week periods ended March 28, 2004.

Total revenues for the 13-week period ended March 28, 2004 were $2,425,800, a decrease of 2.5% from $2,487,500 in total revenues realized in last year’s second fiscal quarter. Total revenues for the 26-week period ended March 28, 2004 were $5,866,100, a decrease of 23.7% from $7,684,500 for the comparable 26 weeks of fiscal 2003, reflecting the fiscal 2003 contribution of a large development contract that was essentially completed in the first 26 weeks of last year and the absence of a similar contract in the current year period. Despite the declines in revenue, improved margins on fiscal 2004 contracts contributed to improvements in the net loss for both the 13 and 26-week periods of fiscal 2004 over the comparable periods of last year. Net loss for the 13-week period ended March 28, 2004 was $1,611,600, a 20.5% improvement over the $2,027,700 loss of the 13-week period ended March 30, 2003. Net loss for the 26-week period ended March 28, 2004 was $2,509,400, a 7.8% improvement over the $2,721,400 loss of the 26-week period ended March 30, 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.

—00—

IRVINE SENSORS CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	13 Weeks Ended						26 Weeks Ended
	March 28, 2004			March 30, 2003			March 28, 2004			March 30, 2003
Revenues:
Contract research and development revenue	$	2,295,900		$	1,620,300		$	4,770,000		$	6,200,900
Product sales		115,100			848,200			1,054,800			1,447,500
Other revenue		14,800			19,000			41,300			36,100
Total revenues		2,425,800			2,487,500			5,866,100			7,684,500
Cost and expenses:
Cost of contract research and development revenue		1,767,000			1,506,700			3,160,600			5,128,000
Cost of product sales		214,600			753,800			1,280,800			1,360,400
General and administrative expense		1,485,000			1,535,700			2,778,400			3,047,100
Research and development expense		547,500			644,100			1,097,300			739,200
		4,014,100			4,440,300			8,317,100			10,274,700
Loss from operations		(1,588,300	)		(1,952,800	)		(2,451,000	)		(2,590,200	)
Interest expense		(11,900	)		(66,400	)		(45,000	)		(117,900	)
Loss on disposal of assets		(6,800	)		—			(6,800	)		(5,800	)
Interest and other income		400			—			400			4,700
Loss before minority interest and provision for income taxes		(1,606,600	)		(2,019,200	)		(2,502,400	)		(2,709,200	)
Minority interest in loss of subsidiaries		1,800			(4,300	)		5,800			1,900
Provision for income taxes		(6,800	)		(4,200	)		(12,800	)		(14,100	)
Net loss		(1,611,600	)		(2,027,700	)		(2,509,400	)		(2,721,400	)
Imputed dividend on Series E stock issued		—			(77,400	)		—			(920,300	)
Net loss applicable to common stockholders	$	(1,611,600	)	$	(2,105,100	)	$	(2,509,400	)	$	(3,641,700	)
Basic and diluted net loss per common share	$	(0.11	)	$	(0.28	)	$	(0.17	)	$	(0.49	)
Weighted average number of shares outstanding		15,265,500			7,614,700			14,557,700			7,410,600

IRVINE SENSORS CORPORATION

CONSOLIDATED BALANCE SHEETS

	March 28, 2004			September 28, 2003
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	521,200		$	1,166,800
Restricted cash		35,200			54,200
Accounts receivable, net of allowance for doubtful accounts of $10,000 and $57,700, respectively		778,900			443,500
Unbilled revenues on uncompleted contracts		1,119,100			598,100
Inventory, net		864,600			932,100
Other current assets		97,200			48,500
Total current assets		3,416,200			3,243,200
Equipment, furniture and fixtures, net		4,364,800			4,417,600
Patents and trademarks, net		742,100			707,400
Deposits		87,600			87,400
Total assets	$	8,610,700		$	8,455,600
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,161,100		$	1,620,600
Accrued expenses		810,200			806,100
Accrued loss on contracts		48,200			358,500
Advance billings on uncompleted contracts		63,300			437,000
Deferred revenue		25,000			251,700
Capital lease obligations – current portion		30,100			30,700
Total current liabilities		2,137,900			3,504,600
Capital lease obligations, less current portion		65,900			34,700
Minority interest in consolidated subsidiaries		425,700			431,500
Total liabilities		2,629,500			3,970,800
Commitments and contingencies (Note 8)		—			—
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; 15,848,500 and 12,947,700 shares issued and outstanding		158,500			129,500
Common stock warrants; 1,574,700 and 2,065,600 warrants outstanding		—			—
Unamortized employee stock bonus plan contribution		(294,200	)		—
Common stock held by Rabbi Trust		(250,000	)		(250,000	)
Deferred compensation liability		250,000			250,000
Paid-in capital		114,586,500			110,315,500
Accumulated deficit		(108,469,600	)		(105,960,200	)
Total stockholders’ equity		5,981,200			4,484,800
	$	8,610,700		$	8,455,600