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): November 10, 2008

Advanced Photonix, Inc.

(Exact Name of Registrant as specified in its Charter)

Delaware	1-11056	33-0325836
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2925 Boardwalk, Ann Arbor, Michigan	48104
(Address of Principal Executive Offices)	(ZIP Code)

Registrant's telephone number, including area code: (734) 864-5600

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 (see General Instruction A.2. below):

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

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

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

o 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 November 10, 2008, Advanced Photonix, Inc. issued a press release announcing its results for the second quarter ended September 26, 2008. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

Exhibit Number	Exhibit
99.1	Advanced Photonix, Inc.’s press release reporting its results for the second quarter ended September 26, 2008.

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 thereunto duly authorized.

ADVANCED PHOTONIX, INC.
By:	/s/ Richard Kurtz
	Richard Kurtz, Chief Executive Officer

Dated: November 11, 2008

EX-99.1

	Contact: Richard Kurtz, Advanced Photonix, Inc. (734) 864-5600 Richard Moyer, Cameron Associates (212) 554-5466

ADVANCED PHOTONIX, INC.

REPORTS SECOND QUARTER FISCAL 2009 RESULTS

Record Quarterly Revenues of $8.2 million, up 25%

Ann Arbor, MI, November 10, 2008 --Advanced Photonix, Inc.® (NYSE Alternext US:API) (the “Company”) today reported its second quarter fiscal 2009 results ending September 26, 2008.

Financial Highlights for the Second Quarter Ended September 26, 2008

· Net sales for the quarter were $8.2 million, an increase of $1.7 million, or 25%, compared to revenues for the quarter ended September 28, 2007. The increase was driven by military and Industrial/NDT markets. Net sales for the year to date were $16.0 million, an increase of $3.3 million, or 26%, compared to the prior year to date period. The increase was broad based across four of its five markets off-set by a reduction in medical revenues.

· Gross profit margin for Q2 2009 was 44% of sales compared to 42% for the quarter ended September 28, 2007. This improvement in gross profit margin was due primarily to favorable product mix attributable to increased revenues from military and homeland security markets. Gross profit margin for the year to date was 46% compared to 41% for the prior year to date period, driven by favorable product mix attributable to increased revenues from military, telecommunications and homeland security markets.

· Operating loss for the quarter was $225,000 as compared to an operating loss of $768,000 for the quarter ended September 28, 2007. Operating income year to date was $14,000 compared to an operating loss of $1.8 million for the prior year to date period.

· GAAP net loss for the quarter was $326,000, or $.01 per diluted share, as compared to a GAAP net loss of $1.9 million, or $.09 per diluted share, for the quarter ended September 28, 2007. GAAP net loss year to date was $179,000 or $.01 per diluted share, as compared to $3.8 million, or $.19 per diluted share, for the prior year period.

· The Non-GAAP net income for the second quarter of fiscal 2009 was $307,000, or $0.01 per diluted share, as compared to a Non-GAAP net loss of $86,000, or $.00 per diluted share, for the comparable quarter ended September 28, 2007. The Company reported year to date Non-GAAP net income of $1.2 million, or $0.05 per diluted share, as compared to a Non-GAAP loss of $350,000, or $0.02 per diluted share, for the comparable prior year period.

· On an EBITDA basis (which is defined as GAAP earnings before interest, taxes, depreciation, and amortization), the Company reported EBITDA of $559,000 for the second quarter of fiscal 2009 as compared to EBITDA of $15,000 for the quarter ended September 28, 2007. For the year to date, the Company reported EBITDA of $1.6 million as compared to a negative EBITDA of $324,000 for the comparable prior year period.

Richard Kurtz, Chairman and Chief Executive Officer, commented, "We are pleased with the results of the second quarter. The balance and strength of our three product platforms continues to give us the ability to meet our growth targets in this challenging economic environment. As we’ve stated previously, our market opportunities and product platforms compliment each another, and each product platform gives us a solid foundation to grow. In the second quarter, the strongest growth came from our military, industrial and homeland security markets. We continue to believe we are in a strong multi-year growth period, but can still experience uneven quarterly revenue growth in our product platforms as our customers continue to test, qualify and deploy next-generation 40G HSOR and terahertz systems. We expect to continue to see fluctuations in our customers’ spending in any given quarter due primarily to slower new product introductions and reduced capital expenditures due to current macro economic conditions. Looking ahead we continue to be cautiously optimistic and are taking a prudently cautious view of guidance for the balance of the year. As a result we are continuing to hold to our revenue growth target of 30% year over year.”

	Contact: Richard Kurtz, Advanced Photonix, Inc. (734) 864-5600 Richard Moyer, Cameron Associates (212) 554-5466

The Company will hold a conference call to discuss the results for the second quarter ended September 26, 2008 on Monday, November 10, 2008, at 5:00 PM EST. Participants can dial into the conference call at 888-713-4217 (617-213-4869 for international) using the pass code 81504349. The call will be webcast live by CCBN and can be accessed at Advanced Photonix’s web site at http://investor.advancedphotonix.com/ or at www.earnings.com. An audio replay of the call will be available shortly thereafter the same day and will remain on-line for two weeks. The replay number is 888-286-8010 (617-801-6888 for international) using pass code 13151357.

Forward-looking Statements:

The information contained herein includes forward looking statements that are based on assumptions that management believes to be reasonable but are subject to inherent uncertainties and risks including, but not limited to, risks associated with the move of our wafer fabrication facilities, technological obsolescence of existing product lines and technological obstacles which may prevent or slow the development and/or manufacture of new products, limited (or slower than anticipated) customer acceptance of new products which have been and are being developed by the Company and a decline in the general demand for optoelectronic products.

	Contact: Richard Kurtz, Advanced Photonix, Inc. (734) 864-5600 Richard Moyer, Cameron Associates (212) 554-5466

Condensed Consolidated Balance Sheets
Assets	September 26, 2008			March 31, 2008
Current Assets	(unaudited)
Cash and cash equivalents	$	389,000		$	82,000
Restricted cash		500,000			1,500,000
Accounts receivable, net of allowance		5,188,000			3,202,000
Inventories, net of allowances		4,309,000			4,131,000
Prepaid expenses and other current assets		478,000			195,000
Total current assets		10,864,000			9,110,000
Equipment & Leasehold Improvements, at cost		11,226,000			10,847,000
Accumulated depreciation		(6,627,000	)		(6,090,000	)
Net Equipment and Leasehold Improvements		4,599,000			4,757,000
Goodwill		4,579,000			4,579,000
Patents, net		621,000			538,000
Intangible assets, net		9,295,000			10,333,000
Other assets		385,000			386,000
Total assets	$	30,343,000		$	29,703,000
Liabilities and shareholders' equity
Current liabilities
Line of credit	$	1,363,000		$	1,300,000
Accounts payable		1,420,000			1,339,000
Accrued expenses		1,962,000			1,254,000
Current portion of long-term debt-related parties		1,851,000			900,000
Current portion of long-term debt-capital lease obligations		-			460,000
Current portion of long-term debt -bank term loan		398,000			-
Current portion of long-term debt - MEDC		322,000			62,000
Total current liabilities		7,316,000			5,315,000
Long term debt, less current portion		3,327,000			2,249,000
Long term debt, less current portion - capital lease obligations		-			1,457,000
Long term debt, less current portion-related parties		-			951,000
Total liabilities		10,643,000			9,972,000
Shareholders' equity
Class A common stock, $.001 par value, 100,000,000 shares authorized; September 26, 2008 - 24,076,216 shares issued and outstanding; March 31, 2008 - 23,977,678 shares issued and outstanding		24,000			24,000
Additional paid-in capital		52,298,000			52,150,000
Accumulated deficit		(32,622,000	)		(32,443,000	)
Total shareholders' equity		19,700,000			19,731,000
Total liabilities and shareholders' equity	$	30,343,000		$	29,703,000

	Contact: Richard Kurtz, Advanced Photonix, Inc. (734) 864-5600 Richard Moyer, Cameron Associates (212) 554-5466

Consolidated Statements of Operations (unaudited)
	Three months ended						Six months ended
	September 26, 2008			September 28, 2007			September 26, 2008			September 28, 2007
Net Sales	$	8,188,000		$	6,529,000		$	15,958,000		$	12,674,000
Cost of Sales		4,624,000			3,784,000			8,638,000			7,459,000
Gross Margin		3,564,000			2,745,000			7,320,000			5,215,000
Other Operating Expenses
Research & Development		1,081,000			1,016,000			2,209,000			1,910,000
General & Administrative		1,432,000			1,180,000			2,515,000			2,353,000
Amortization		518,000			490,000			1,044,000			980,000
Wafer Fab Consolidation		48,000			268,000			208,000			611,000
Sales & Marketing		710,000			559,000			1,330,000			1,205,000
Total Other Operating Expenses		3,789,000			3,513,000			7,306,000			7,059,000
Net Operating Income (Loss)		(225,000	)		(768,000	)		14,000			(1,844,000	)
Other (Income) & Expense
Other (Income)/Expense		2,000			(12,000	)		2,000			(18,000	)
Interest Income		(12,000	)		(26,000	)		(28,000	)		(47,000	)
Interest Expense-Related Parties		28,000			42,000			55,000			99,000
Interest Expense - Warrant discount		-			805,000			-			1,373,000
Interest Expense		83,000			280,000			164,000			512,000
Other (Income) & Expense		101,000			1,089,000			193,000			1,919,000
Net Income (Loss)	$	(326,000	)	$	(1,857,000	)	$	(179,000	)	$	(3,763,000	)
Basic and diluted earnings per share	$	(0.01	)	$	(0.09	)	$	(0.01	)	$	(0.19	)
Weighted number of shares outstanding - Basic and diluted		24,060,000			19,906,000			24,035,000			19,584,000

Non-GAAP Financial Measures

The Company provides Non-GAAP Net Income and EBITDA as supplemental financial information regarding the Company's operational performance. These Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States. Non-GAAP Net Income and EBITDA should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from similar measures used by other companies. Reconciliation of Non-GAAP Net Income and EBITDA to GAAP net income and loss are set forth in the financial schedule section below.

	Contact: Richard Kurtz, Advanced Photonix, Inc. (734) 864-5600 Richard Moyer, Cameron Associates (212) 554-5466

Reconciliation of Non-GAAP Income (loss) to GAAP Income (loss)
	Three months ended						Six months ended
	September 26, 2008			September 28, 2007			September 26, 2008			September 28, 2007
Net Income (Loss)	$	(326,000	)	$	(1,857,000	)	$	(179,000	)	$	(3,763,000	)
Add Back:
Interest Expense - Convertible notes		-			129,000			-			256,000
Interest expense - Warrant (fair value)		-			805,000			-			1,373,000
Amortization - intangibles/patents		518,000			490,000			1,044,000			980,000
Stock Option Compensation Expense		67,000			49,000			100,000			133,000
Private Placement		-			30,000			-			60,000
Other Expense - Wafer Fabrication		48,000			268,000			208,000			611,000
Subtotal - Add backs		633,000			1,771,000			1,352,000			3,413,000
Non-GAAP Income (Loss)	$	307,000		$	(86,000	)	$	1,173,000		$	(350,000	)
Net earnings loss per share	$	0.01		$	(0.00	)	$	0.05		$	(0.02	)
Weighted Average Number of shares outstanding		24,060,000			19,906,000			24,035,000			19,584,000

Reconciliation of EBITDA to GAAP income/(loss)
	Three months ended						Six months ended
	September 26, 2008			September 28, 2007			September 26, 2008			September 28, 2007
Net Income (Loss)	$	(326,000	)	$	(1,857,000	)	$	(179,000	)	$	(3,763,000	)
Add Back:
Net Interest expense (income)		99,000			296,000			191,000			564,000
Interest expense - Warrant (fair value)		-			805,000			-			1,373,000
Depreciation Expense		268,000			281,000			536,000			522,000
Amortization		518,000			490,000			1,044,000			980,000
Subtotal - Add backs		885,000			1,872,000			1,771,000			3,439,000
EBITDA	$	559,000		$	15,000		$	1,592,000		$	(324,000	)

Advanced Photonix, Inc.^® (NYSE Alternext US:API) is a leading vertically integrated optoelectronic semiconductor manufacturer of optoelectronic solutions, high-speed optical receivers and terahertz instrumentation to a global OEM customer base. Products include patented silicon (Si), indium phosphide (InP) and gallium arsinide (GaAs) based APD, PIN, and FILTRODE^® photodetectors; high-speed optical receivers; and the T-Ray™ 2000 and QA1000 THz product platforms. Moreinformation on Advanced Photonix can be found at http://www.advancedphotonix.com.