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 10, 2005

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

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 10, 2005, Irvine Sensors Corporation issued a press release announcing its financial results for its first fiscal quarter ended January 2, 2005. A copy of the press release is furnished herewith as Exhibit No. 99.1.

The information contained in this report and in the exhibit attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, or incorporated by reference in any registration statement or other filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated February 10, 2005, announcing Irvine Sensors Corporation’s financial results for its first fiscal quarter ended January 2, 2005 (furnished herewith but not filed pursuant to Item 2.02).

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.

	IRVINE SENSORS CORPORATION
	(Registrant)
	/s/ John J. Stuart, Jr.
Dated: February 10, 2005	John J. Stuart, Jr. Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated February 10, 2005, announcing Irvine Sensors Corporation’s financial results for its first fiscal quarter ended January 2, 2005 (furnished herewith but not filed pursuant to Item 2.02).

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

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

IRVINE SENSORS RELEASES 1st QUARTER RESULTS

FOR IMMEDIATE RELEASE

COSTA MESA, CALIFORNIA — February 10, 2005 — Irvine Sensors Corporation (NASDAQ: IRSN, Boston Stock Exchange: ISC) today reported operating results for its first quarter of fiscal 2005, the 13 weeks ended January 2, 2005.

Total revenues were $4,200,200, up from $3,440,300 for the prior year’s first fiscal quarter, the 13 weeks ended December 28, 2003, primarily the result of a current period increase in contract research and development revenue over the prior year period. This was the fourth consecutive fiscal quarter in which Irvine Sensors’ current period contract research and development revenues exceeded comparable revenues in the corresponding prior year period. Net loss for the current quarter ended January 2, 2005 was $1,176,100, up from the $897,800 net loss for the 13 weeks ended December 28, 2003, largely reflecting a nonrecurring expense reduction in the prior year period and, in the current period, an increased use of subcontractors and vendors to support larger contracts and higher general and administrative expense, including increased accounting expenses. Cash and working capital at January 2, 2005 were approximately $1.1 million and $2.3 million, respectively.

As previously announced, Irvine Sensors’ CEO Robert G. Richards and CFO John Stuart will host a web cast conference call to discuss the fiscal 2005 first quarter results on Friday, February 11, 2005 at 1:15 PM Pacific Time.

Irvine Sensors Corporation, headquartered in Costa Mesa, California, is primarily engaged in the sale of stacked chip assemblies and infrared cameras 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

CONSOLIDATED BALANCE SHEETS

	January 2, 2005			October 3, 2004
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,096,500		$	2,064,100
Restricted cash		44,000			43,500
Accounts receivable, net of allowance for doubtful accounts of $85,000 and $85,000, respectively		1,505,200			1,327,000
Unbilled revenues on uncompleted contracts		1,186,000			930,600
Inventory, net		1,303,200			980,100
Other current assets		162,900			133,500
Total current assets		5,297,800			5,478,800
Equipment, furniture and fixtures, net		4,926,900			4,926,500
Patents and trademarks, net		771,500			748,300
Deposits		89,400			89,400
Total assets	$	11,085,600		$	11,243,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,620,600		$	1,320,000
Accrued expenses		849,700			824,500
Accrued loss on contracts		70,200			34,600
Advance billings on uncompleted contracts		135,600			33,800
Deferred revenue		136,600			—
Capital lease obligations – current portion		152,100			118,300
Total current liabilities		2,964,800			2,331,200
Capital lease obligations, less current portion		170,400			156,700
Minority interest in consolidated subsidiaries		418,800			419,000
Total liabilities		3,554,000			2,906,900
Commitments and contingencies		—			—
Stockholders’ Equity:
Common stock, $0.01 par value, 80,000,000 shares authorized; 18,371,200 and 17,806,300 shares issued and outstanding		183,700			178,100
Common stock warrants; 1,423,300 and 1,508,100 warrants outstanding		—			—
Unamortized employee stock bonus plan contribution		(601,900	)		—
Unamortized deferred compensation		(165,000	)		—
Common stock held by Rabbi Trust		(702,000	)		(482,000	)
Deferred compensation liability		702,000			482,000
Paid-in capital		119,418,000			118,285,100
Accumulated deficit		(111,303,200	)		(110,127,100	)
Total stockholders’ equity		7,531,600			8,336,100
	$	11,085,600		$	11,243,000

IRVINE SENSORS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	13 Weeks Ended
	January 2, 2005			December 28, 2003
Revenues:
Contract research and development revenue	$	3,625,400		$	2,474,100
Product sales		535,500			939,700
Other revenue		39,300			26,500
Total revenues		4,200,200			3,440,300
Cost and expenses:
Cost of contract research and development revenue		2,816,000			1,393,600
Cost of product sales		542,700			1,066,200
General and administrative expense		1,684,600			1,293,400
Research and development expense		320,400			549,800
Total cost and expenses		5,363,700			4,303,000
Loss from operations		(1,163,500	)		(862,700	)
Interest expense		(9,400	)		(33,100	)
Interest and other income		3,500			—
Loss before minority interest and provision for income taxes		(1,169,400	)		(895,800	)
Minority interest in loss of subsidiaries		200			4,000
Provision for income taxes		(6,900	)		(6,000	)
Net loss	$	(1,176,100	)	$	(897,800	)
Basic and diluted net loss per common share	$	(0.07	)	$	(0.07	)
Weighted average number of common shares outstanding		17,953,300			13,592,700