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) August 9, 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 Red Hill 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 August 9, 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 August 9, 2004, Irvine Sensors Corporation issued an earnings release announcing its financial results for the third fiscal quarter ended June 27, 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: August 9, 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 August 9, 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 3^rd QUARTER RESULTS

COSTA MESA, CALIFORNIA — August 9, 2004 — Irvine Sensors Corporation (NASDAQ: IRSN, Boston Stock Exchange: ISC) today reported operating results for its third fiscal quarter and 39 weeks ended June 27, 2004.

Total revenues for the third quarter of fiscal 2004 were $3,542,600, up $1,145,900, or 48%, from $2,396,700 in the third quarter of fiscal 2003, largely reflecting an increase in the Company’s contract research and development revenue in the current fiscal year period. Total revenues for the 39-week period ended June 27, 2004 were $9,408,700, a decrease of $672,500, or 7%, from $10,081,200 in total revenues realized in last year’s 39-week period ended June 29, 2003. Net losses for both the 13-week and 39-week periods in the current fiscal year were reduced from net losses in the comparable fiscal 2003 periods. Net loss for the 13-week period ended June 27, 2004 was $720,000, down $940,000, or 57%, from the $1,660,000 net loss for the 13-week period ended June 29, 2003. The net loss through the first 39 weeks of the current fiscal year was $3,229,400, a $1,152,000, or 26%, decrease from the $4,381,400 net loss in the first 39 weeks of fiscal 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						39 Weeks Ended
	June 27, 2004			June 29, 2003			June 27, 2004			June 29, 2003
Revenues:
Contract research and development revenue	$	3,257,000		$	2,054,300		$	8,027,000		$	8,255,200
Product sales		281,300			341,500			1,336,100			1,789,000
Other revenue		4,300			900			45,600			37,000
Total revenues		3,542,600			2,396,700			9,408,700			10,081,200
Costs and expenses:
Cost of contract research and development revenue		2,048,200			1,262,800			5,208,800			6,390,800
Cost of product sales		280,900			448,000			1,561,700			1,808,400
General and administrative expense		1,496,000			1,311,300			4,274,400			4,358,400
Research and development expense		397,200			783,000			1,494,500			1,522,200
Total costs and expenses		4,222,300			3,805,100			12,539,400			14,079,800
Loss from operations		(679,700	)		(1,408,400	)		(3,130,700	)		(3,998,600	)
Interest expense		(30,700	)		(20,400	)		(75,700	)		(138,300	)
Loss on disposal of assets		(9,600	)		(233,000	)		(16,400	)		(238,800	)
Interest and other income		800			100			1,200			4,800
Loss before minority interest and provision for income taxes		(719,200	)		(1,661,700	)		(3,221,600	)		(4,370,900	)
Minority interest in loss of subsidiaries		1,400			3,000			7,200			4,900
Provision for income taxes		(2,200	)		(1,300	)		(15,000	)		(15,400	)
Net loss		(720,000	)		(1,660,000	)		(3,229,400	)		(4,381,400	)
Imputed dividend on Series E stock issued		—			(92,800	)		—			(1,013,100	)
Net loss applicable to common stockholders	$	(720,000	)	$	(1,752,800	)	$	(3,229,400	)	$	(5,394,500	)
Basic and diluted net loss per common share (Note 5)	$	(0.05	)	$	(0.20	)	$	(0.21	)	$	(0.67	)
Weighted average number of shares outstanding		15,945,800			8,827,900			15,085,300			8,104,000

IRVINE SENSORS CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 27, 2004			September 28, 2003
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	3,271,800		$	1,166,800
Restricted cash		35,200			54,200
Accounts receivable, net of allowance for doubtful accounts of $10,000 and $57,700, respectively		685,600			443,500
Unbilled revenues on uncompleted contracts		1,345,300			598,100
Inventory, net		1,178,800			932,100
Other current assets		69,900			48,500
Total current assets		6,586,600			3,243,200
Equipment, furniture and fixtures, net		4,499,900			4,417,600
Patents and trademarks, net		729,300			707,400
Deposits		87,600			87,400
Total assets	$	11,903,400		$	8,455,600
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,401,300		$	1,620,600
Accrued expenses		886,600			806,100
Accrued loss on contracts		40,600			358,500
Advance billings on uncompleted contracts		40,700			437,000
Deferred revenue		28,100			251,700
Capital lease obligations – current portion		93,700			30,700
Total current liabilities		2,491,000			3,504,600
Capital lease obligations, less current portion		165,200			34,700
Minority interest in consolidated subsidiaries		424,300			431,500
Total liabilities		3,080,500			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; 17,644,500 and 12,947,700 shares issued and outstanding		176,400			129,500
Common stock warrants; 1,508,100 and 2,065,600 warrants outstanding		—			—
Unamortized employee stock bonus plan contribution		(109,400	)		—
Common stock held by Rabbi Trust		(250,000	)		(250,000	)
Deferred compensation liability		250,000			250,000
Paid-in capital		117,945,500			110,315,500
Accumulated deficit		(109,189,600	)		(105,960,200	)
Total stockholders’ equity		8,822,900			4,484,800
	$	11,903,400		$	8,455,600