Irvine Sensors Releases 1st Quarter Results

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    COSTA MESA, Calif., Feb. 21 - Irvine Sensors Corporation (Nasdaq: IRSN; BSE: ISC) today reported operating results for its first quarter of fiscal 2006, the 13 weeks ended January 1, 2006.

    Total revenues were $4,781,000, up approximately 15.7% from $4,133,300 for the prior year's first fiscal quarter, the 13 weeks ended January 2, 2005. Net loss for the current quarter was $1,125,100, down approximately 4.3% from $1,176,100 for the fiscal 2005 first quarter. The smaller percentage improvement in net loss was largely attributable to the new requirement to expense stock option compensation in the 13 weeks ended January 1, 2006. Operating results for the 13-week period ended January 1, 2006 were not materially affected by Irvine Sensors' December 30, 2005 purchase of 70% of the common stock of Optex Systems, Inc. ("Optex"). However, both the Consolidated Balance Sheet as of January 1, 2006 and the Consolidated Statement of Cash Flows for the 13 weeks ended January 1, 2006 were materially affected by the Optex acquisition, with cash, working capital and long-term debt all increased.

    As previously announced, Irvine Sensors' CEO John Carson and CFO John Stuart will host a web cast conference call to discuss the fiscal 2006 first quarter results and the initial balance sheet presentation of the Optex acquisition on Wednesday February 22, 2005 at 1:15 PM Pacific Time. The call will be broadcast live over the Internet and can be listened to by all interested parties via a link on Irvine Sensors' homepage at http://www.irvine-sensors.com, which should be accessed at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those unable to monitor the live broadcast, a conference call replay will be available shortly after the conclusion of the call, and remain archived on the Irvine Sensors site through Friday, March 10, 2006.

    Irvine Sensors Corporation, headquartered in Costa Mesa, California, is engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies, the manufacture and sale of optical systems and equipment for military applications through its Optex subsidiary and research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low-power analog and mixed-signal integrated circuits for diverse systems applications.

     IRVINE SENSORS CORPORATION

     CONSOLIDATED BALANCE SHEETS

     (Unaudited)

     January 1, October 2,

     2006 2005

    Assets

    Current assets:

     Cash and cash equivalents $2,768,800 $1,309,600

     Restricted cash 48,100 41,200

     Accounts receivable, net of

     allowance for doubtful accounts

     of $135,000 and $70,000, respectively 4,063,000 1,190,000

     Unbilled revenues on

     uncompleted contracts 1,283,300 1,968,800

     Inventory, net 6,625,300 1,164,300

     Other current assets 166,800 82,500

     Total current assets 14,955,300 5,756,400

    Property and equipment, net 5,428,200 5,052,700

    Patents and trademarks, net 797,200 753,000

    Goodwill 10,751,700 --

    Deferred costs 304,600 9,300

    Deposits 101,900 81,800

     Total assets $32,338,900 $11,653,200

    Liabilities and Stockholders' Equity

    Current liabilities:

     Accounts payable $3,054,800 $1,746,000

     Accrued expenses 2,046,300 1,049,700

     Accrued estimated loss on contracts 55,900 26,200

     Advance billings on uncompleted contracts 258,900 97,700

     Deferred revenue 2,100 --

     Line of credit 2,000,000 --

     Current portion of bank note payable 1,225,000 --

     Capital lease obligations - current portion 123,700 148,500

     Total current liabilities 8,766,700 3,068,100

    Notes payable -- convertible and bank 13,675,000 --

    Capital lease obligations,

     less current portion 67,100 81,000

    Minority interest in

     consolidated subsidiaries 2,184,400 409,900

     Total liabilities 24,693,200 3,559,000

    Stockholders' equity:

     Common stock, $0.01 par value,

     80,000,000 shares authorized;

     19,432,300 and 18,669,700

     shares issued and outstanding,

     respectively 194,300 186,700

     Common stock warrants;

     2,344,900 and 1,233,900

     warrants outstanding, respectively -- --

     Unamortized employee stock bonus

     plan contribution (953,600) --

     Unamortized deferred compensation (177,700) --

     Common stock held by Rabbi Trust (939,000) (702,000)

     Deferred compensation liability 939,000 702,000

     Paid-in capital 121,631,400 119,831,100

     Accumulated deficit (113,048,700) (111,923,600)

     Total stockholders' equity 7,645,700 8,094,200

     $32,338,900 $11,653,200

     IRVINE SENSORS CORPORATION

     CONSOLIDATED STATEMENTS OF OPERATIONS

     (Unaudited)

     13 Weeks Ended

     January 1, January 2,

     2006 2005

    Revenues:

     Contract research and

     development revenue $4,256,700 $3,625,400

     Product sales 508,700 468,600

     Other revenue 15,600 39,300

     Total revenues 4,781,000 4,133,300

    Cost and expenses:

     Cost of contract research

     and development revenue 3,371,000 2,816,000

     Cost of product sales 382,200 488,400

     General and administrative expense 2,069,600 1,670,000

     Research and development expense 69,400 320,400

     Total costs and expenses 5,892,200 5,294,800

    Loss from operations (1,111,200) (1,161,500)

     Interest expense (8,300) (9,400)

     Interest and other income 1,600 3,500

    Loss from continuing operations

     before minority interest and

     provision for income taxes (1,117,900) (1,167,400)

    Minority interest in loss of subsidiaries 300 200

    Provision for income taxes (6,100) (6,100)

    Loss from continuing operations (1,123,700) (1,173,300)

    Loss from operations of

     discontinued subsidiary (1,400) (2,800)

    Net loss $(1,125,100) $(1,176,100)

    Basic and diluted net loss per

     common share information:

     From continuing operations $(0.06) $(0.07)

     From operations of discontinued subsidiary (0.00) (0.00)

    Basic and diluted net loss per common share $(0.06) $(0.07)

    Weighted average number of

     common shares outstanding 19,194,300 17,953,300
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