8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 2, 2009
Date of Report (Date of earliest event reported)

ALTRA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33209	61-1478870
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Granite Street, Suite 201
Braintree, Massachusetts	02184
(Address of principal executive offices)	(Zip Code)

(781) 917-0600
(Registrant’s telephone number, including area code)

     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 2, 2009, Altra Holdings, Inc. (“the Company”) announced certain unaudited financial results for its third fiscal quarter of 2009. A copy of the announcement is attached hereto as Exhibit 99.1, which is incorporated by reference herein. On November 3, 2009, the Company will hold a conference call with investors to discuss third quarter results. The chart presentation to be used during the call is attached hereto as Exhibit 99.2 to this report and is incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits

     (d) Exhibits

99.1	Press release of Altra Holdings, Inc., dated November 2, 2009, announcing certain unaudited financial results for the third quarter of 2009.
99.2	Charts to be used during the investor conference call on November 3, 2009.

2

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.

ALTRA HOLDINGS, INC.
/s/ Carl R. Christenson
Name:	Carl R. Christenson
Title:	Chief Executive Officer

Date: November 3, 2009

3

EXHIBIT INDEX

99.1 Press release of Altra Holdings, Inc., dated November 2, 2009, announcing certain unaudited financial results for the
third quarter of 2009.

99.2 Charts to be used during the investor conference call on November 3, 2009.

4

EX-99.1

Altra Holdings Announces Financial Results
for the Third Quarter of 2009

Achieves third quarter operating cash flow of $24.3 million

Reports signs of improved demand

Narrows full year guidance

Braintree, Mass., November 2, 2009 — Altra Holdings, Inc. (Nasdaq: AIMC), a leading global supplier of clutch brakes, couplings, gearing, belted drives and power transmission components, today announced unaudited financial results for the third quarter of 2009.

Financial Highlights

§	Diluted EPS was $0.02; excluding restructuring charges and expenses associated with the redemption of debt, non-GAAP recurring diluted EPS was $0.06 for the third quarter. *
§	Operating cash flow was $24.3 million for the third quarter and a record $52.1 million for the first nine months of 2009.
§	Reduced debt by nearly $16 million during the quarter, bringing debt reduction for the first nine months of 2009 to nearly $30 million.
§	Quarterly net sales decreased 34.3% year-over-year to $104.8 million, which includes the adverse impact from foreign exchange of approximately 280 bps.
§	Cost reduction and facility consolidation activities on plan to achieve previously communicated $60 million in savings during 2009.
§	Narrows financial guidance for 2009.

Comments on the Third Quarter

“We performed well in terms of overall operating results in the third quarter amid a generally weak end-market environment,” said Carl Christenson, President and CEO. “Our focus on cash generated $47.0 million of free cash flow in the first nine months, significantly exceeding our expectations for the full year.”

“While third-quarter revenue decreased 34.3% from the very strong prior-year third quarter, our gross profit margin of 27.3% only declined by 140 basis points as a result of our cost-reduction efforts combined with lower raw material cost,” continued Christenson. “In addition, we increased our gross profit margin by 100 basis points from the second quarter of 2009 even though revenues were down 6% sequentially in what is typically a seasonally slow quarter.”

* This press release includes non-GAAP financial measures. Please see below under “Discussion of Non-GAAP Financial Measures” for a discussion of our use of non-GAAP financial measures and a reconciliation of GAAP to non-GAAP financial measures.

“We lowered inventories by more than $7.0 million during the third quarter and reduced selling, general and administrative expenses by nearly 25% on a year-over-year basis,” continued Christenson. “As a result, we generated strong cash flow and strengthened our balance sheet by reducing our debt by nearly $16.0 million during the quarter.”

Financial Results

Net sales for the third quarter of 2009 decreased 34.3% to $104.8 million from $159.4 million in the third quarter of 2008. Net sales for the nine months ended September 26, 2009 decreased 30.4% to $341.2 million from $490.5 million for the first nine months of 2008.

Operating income for the third quarter of 2009 decreased 66.3% to $6.3 million from $18.5 million in the third quarter of 2008. Excluding restructuring charges, operating income for the third quarter of 2009 was $7.3 million, or 7.0% of sales. Operating income for the first nine months of 2009 decreased 66.8% to $20.3 million from $61.2 million in the same period of 2008. Excluding restructuring charges, OPEB curtailment gain and inventory adjustments due to the economic downturn, operating income for the first nine months of 2009 decreased 56.9% to $26.4 million, or 7.7% of sales.

Reported net income for the third quarter was $0.6 million, or $0.02 per diluted share, compared with net income of $8.8 million, or $0.34 per diluted share, for the third quarter of 2008. Reported net income for the nine-month period of 2009 was $0.3 million, or $0.01 per diluted share, compared with net income of $27.2 million, or $1.04 per diluted share, for the same period a year ago.

Non-GAAP recurring diluted earnings per share from continuing operations for the third quarter of 2009 was $0.06 per diluted share, down from $0.35 per diluted share in the third quarter of 2008. Non-GAAP recurring diluted earnings per share from continuing operations for the first nine months of 2009 was $0.19 per diluted share compared with $1.11 per diluted share for the first nine months of 2008.

Business Outlook

“We are cautiously optimistic that conditions in several end-markets that we serve are gradually improving,” said Christenson. “It appears that destocking and inventory liquidation efforts by our customers are beginning to come to an end as sales to our largest distribution customers are improving. For the first time in 2009 we saw a positive book-to-bill ratio in the third quarter. We have also seen an increase in project-related quoting activities. At the same time, our cost-reduction efforts are on track and we continue to expect to realize $60 million in savings during 2009.”

“We will continue to focus on generating cash and decreasing our borrowing levels as we complete the final quarter of 2009 and begin 2010. We now expect to report free cash flow in the range of $50 to $55 million for the year,” concluded Christenson.

For 2009, the Company is forecasting net sales to be in the range of $440 million to $450 million and non-GAAP recurring diluted earnings per share in the range of $0.20 to $0.25. Capital expenditures are expected to be in the range of $8.0 million to $9.0 million, and depreciation and amortization in the range of $21.5 million to $22.5 million. The Company no longer provides guidance relative to the tax rate.

Altra Holdings, Inc.

	(Unaudited)						(Unaudited)
Consolidated Statements of Income Data:	Quarter Ended						Year to Date Period Ended
In Thousands of Dollars, except per share amounts	September 26, 2009			September 27, 2008			September 26, 2009			September 27, 2008
Net sales	$	104,766		$	159,448		$	341,183		$	490,523
Cost of sales		76,194			113,627			250,950			346,517
Gross profit	$	28,572		$	45,821		$	90,233		$	144,006
Gross profit as a percent of net sales		27.3	%		28.7	%		26.4	%		29.4	%
Selling, general & administrative expenses		19,290			25,655			60,971			76,816
Research and development expenses		1,508			1,663			4,569			5,160
Other post employment benefit plan settlement gain		—			(107	)		(1,467	)		(276	)
Restructuring expense		1,006			81			5,360			1,149
Loss on disposal of assets		516			—			516			—
Income from operations	$	6,252		$	18,529		$	20,284		$	61,157
Income from operations as a percent of net sales		6.0	%		11.6	%		5.9	%		12.5	%
Interest expense, net		6,290			7,302			18,879			22,456
Other non-operating expense (income), net		(371	)		(1,408	)		1,248			(2,887	)
Income from continuing operations before income taxes	$	333		$	12,635		$	157		$	41,588
Provision (Benefit) for income taxes		(315	)		4,000			(143	)		14,127
Income tax rate		-94.6	%		31.7	%		-91.1	%		34.0	%
Net income from continuing operations		648			8,635			300			27,461
Net income (loss) from discontinued operations, net of taxes of $43 for the year to date period ended September 27, 2008		—			172			—			(224	)
Net income	$	648		$	8,807		$	300		$	27,237
Weighted Average common shares outstanding
Basic		25,961			25,488			25,940			25,479
Diluted		26,213			26,157			26,112			26,159
Earnings per share — Basic
Net income from continuing operations	$	0.02		$	0.34		$	0.01		$	1.08
Net income (loss) from discontinued operations		—			0.01			—			(0.01	)
Net income	$	0.02		$	0.35		$	0.01		$	1.07
Earnings per share — Diluted
Net income from continuing operations	$	0.02		$	0.33		$	0.01		$	1.05
Net income (loss) from discontinued operations		—			0.01			—			(0.01	)
Net income	$	0.02		$	0.34		$	0.01		$	1.04
Reconciliation of Recurring Net Income:
Net income from continuing operations	$	648		$	8,635		$	300		$	27,461
Restructuring charges, net of tax		717			55			3,640			749
Inventory adjustment due to economic downturn, net of tax		—			—			1,364			—
Net discount/premium & deferred financing expense on redeemed debt, net of tax		321			513			388			1,122
Other post employment benefit plan settlement gain, net of tax		—			(73	)		(904	)		(183	)
Gain on the sale of securities, net of tax		—			—			—			(141	)
Loss on the sale of asset, net of tax		—			—			160			—
Recurring net income	$	1,686		$	9,130		$	4,948		$	29,008
Recurring diluted earnings per share	$	0.06		$	0.35		$	0.19		$	1.11

Consolidated Balance Sheets	(Unaudited)
In Thousands of Dollars	September 26, 2009		December 31, 2008
Assets:
Current Assets
Cash and cash equivalents		71,940		52,073
Trade Receivables, net		58,605		68,803
Inventories		72,255		98,410
Deferred income taxes		8,032		8,032
Prepaid expenses and other current assets		10,054		6,514
Assets held for sale		—		4,676
Total current assets		220,886		238,508
Property, plant and equipment, net		107,769		110,220
Intangible assets, net		76,447		79,339
Goodwill		78,955		77,497
Deferred income taxes		495		495
Other non-current assets, net		6,319		7,525
Total assets	$	490,871	$	513,584
Liabilities and stockholders’ equity
Current liabilities
Accounts payable		25,819		33,890
Accrued payroll		13,438		16,775
Accruals and other liabilities		25,533		18,755
Deferred income taxes		6,906		6,906
Current portion of long-term debt		995		3,391
Total current liabilities		72,691		79,717
Long-term debt, less current portion and net of unaccreted discount and premium		231,633		258,132
Deferred income taxes		23,318		23,336
Pension liabilities		11,730		11,854
Other post retirement benefits		63		2,270
Long-term taxes payable		9,075		7,976
Other long-term liabilities		2,080		1,434
Total stockholders’ equity		140,281		128,865
Total liabilities and stockholders’ equity	$	490,871	$	513,584

	Year to date ended
	September 26,			September 27,
	2009			2008
Cash flows from operating activities
Net income	$	300		$	27,237
Adjustments to reconcile net income to net cash flows:
Depreciation		12,547			12,409
Amortization of intangible assets		4,137			4,346
Amortization and write-offs of deferred financing costs		1,560			1,863
Loss (gain) on foreign currency, net		1,092			(1,597	)
Accretion of debt discount, net		621			759
Loss on sale of Electronics Division		—			224
Fixed asset impairment/disposal		2,563			—
Loss on sale of fixed assets		—			193
Other post employment benefit plan settlement gain		(1,467	)		(276	)
Stock based compensation		2,273			1,516
Changes in assets and liabilities:
Trade receivables		13,025			(14,905	)
Inventories		27,626			(5,871	)
Accounts payable and accrued liabilities		(11,929	)		5,885
Other current assets and liabilities		71			(383	)
Other operating assets and liabilities		(365	)		234
Net cash provided by operating activities		52,054			31,634
Cash flows from investing activities
Purchase of property, plant and equipment		(5,105	)		(12,234	)
Proceeds from sale of Electronics Division		—			17,310
Net cash provided by (used in) investing activities		(5,105	)		5,076
Cash flows from financing activities
Payments on Senior Notes		(4,950	)		(1,346	)
Payments on Senior Secured Notes		(22,200	)		(27,500	)
Payments on Revolving Credit Agreement		(3,000	)		(1,723	)
Proceeds from additional borrowings under an existing mortgage		1,467			—
Shares repurchased for tax withholding		(259	)		—
Payment on mortgages		(524	)		(228	)
Payment on capital leases		(614	)		(779	)
Net cash used in financing activities		(30,080	)		(31,576	)
Effect of exchange rate changes on cash and cash equivalents		2,998			(1,119	)
Net change in cash and cash equivalents		19,867			4,015
Cash and cash equivalents at beginning of year		52,073			45,807
Cash and cash equivalents at end of period	$	71,940		$	49,822
Reconciliation to free cash flow:
Net cash provided by operating activities		52,054			31,634
Purchase of property, plant and equipment		(5,105	)		(12,234	)
Free cash flow	$	46,949		$	19,400

Earnings Call

The company will conduct an investor conference call on November 3, 2009 at 11:00 a.m. EST to discuss its unaudited third-quarter 2009 financial results. The public is invited to listen to the conference call by dialing 877-302-0756 domestically or 502-719-4487 for international access, and asking to participate in Conference ID# ALTRA. Also the company has posted slides on its web site at http://www.altramotion.com in the Investor Relations Section in the Events & Presentations tab to help the participants better follow the discussion. A replay of the recorded conference call will be available until midnight on November 10, 2009. To listen to the replay, dial 800-752-3416 domestically or 712-432-9141 for international access.

About Altra Holdings

Altra Holdings, Inc., through its wholly-owned subsidiary Altra Industrial Motion, Inc., is a leading multinational designer, producer and marketer of a wide range of mechanical power transmission products. The company brings together strong brands covering over 40 product lines with production facilities in eight countries and sales coverage in over 70 countries. Our leading brands include Boston Gear, Warner Electric, TB Wood’s, Formsprag Clutch, Ameridrives Couplings, Industrial Clutch, Kilian Manufacturing, Marland Clutch, Nuttall Gear, Stieber Clutch, Wichita Clutch, Twiflex Limited, Bibby Transmissions, Matrix International, Inertia Dynamics, Huco Dynatork and Warner Linear.

Discussion of Non-GAAP Financial Measures

As used in this release and the accompanying slides posted on the company’s website, non-GAAP recurring diluted earnings per share, non-GAAP recurring income from operations and non-GAAP recurring net income are each calculated using either net income from continuing operations or income from continuing operations that excludes premiums, discounts and interest expense associated with the extinguishment of debt, other post employment benefit plan settlement gains, restructuring costs, inventory adjustments due to the economic downturn and other income or charges that management does not consider to be directly related to the company’s core operating performance. Non-GAAP recurring diluted earnings per share is calculated by dividing non-GAAP recurring net income by GAAP weighted average shares outstanding (diluted).

As used in this release and the accompanying slides posted on the company’s website, non-GAAP free cash flow is calculated as cash flow from operating activities less capital expenditures.

Altra believes that the presentation of non-GAAP recurring net income, non-GAAP recurring income from operations, non-GAAP recurring diluted earnings per share and non-GAAP free cash flow provides important supplemental information to management and investors regarding financial and business trends relating to the company’s financial condition and results of operations.

Cautionary Statement Regarding Forward Looking Statements

All statements, other than statements of historical fact included in this release are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of

1995. These statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed”, “should be,” and other similar expressions that denote expectations of future or conditional events rather than statements of fact. Forward-looking statements also may relate to strategies, plans and objectives for, and potential results of, future operations, financial results, financial condition, business prospects, growth strategy and liquidity, and are based upon financial data, market assumptions and management’s current business plans and beliefs or current estimates of future results or trends available only as of the time the statements are made, which may become out of date or incomplete. Forward-looking statements are inherently uncertain, and investors must recognize that events could differ significantly from our expectations. These statements include, but may not be limited to, those comments regarding customer destocking and inventory efforts, expectations related to the results of cost-reduction efforts, plans to focus on generating cash and decreasing borrowing levels and our ability to achieve those results, expectations for free cash flow for 2009, and our guidance relating to free cash flow, net sales, earnings per share, capital expenditures, and depreciation and amortization.

In addition to the risks and uncertainties noted in this release, there are certain factors that could cause actual results to differ materially from those anticipated by some of the statements made. These include: (1) competitive pressures, (2) changes in economic conditions in the United States and abroad and the cyclical nature of our markets, (3) loss of distributors, (4) the ability to develop new products and respond to customer needs, (5) risks associated with international operations, including currency risks, (6) accuracy of estimated forecasts of OEM customers and the impact of the current global economic environment on our customers, (7) fluctuations in the costs of raw materials used in our products, (8) product liability claims, (9) work stoppages and other labor issues, (10) changes in employment, environmental, tax and other laws and changes in the enforcement of laws, (11) loss of key management and other personnel, (12) changes in pension and retirement liabilities, (13) the ability to achieve business plans, including with respect to an uncertain economic environment, (14) the ability to successfully execute, manage and integrate key acquisitions and mergers, (15) failure to obtain or protect intellectual property rights, (16) risks associated with impairment of goodwill or intangibles assets, (17) failure of operating equipment or information technology infrastructure, (18) risks associated with our debt leverage and operating covenants under our debt instruments, (19) risks associated with the global recession and volatility and disruption in the global financial markets, (20) our ability to complete cost reduction actions and risks associated with such actions, and (21) other risks, uncertainties and other factors described in the Company’s quarterly reports on Form 10-Q and annual reports on Form 10-K and in the Company’s other filings with the U.S. Securities and Exchange Commission (SEC) or in materials incorporated therein by reference. Except as required by applicable law, Altra Holdings, Inc. does not intend to, update or alter its forward looking statements, whether as a result of new information, future events or otherwise. AIMC-E

Contact:

Altra Holdings, Inc.
Christian Storch, Chief Financial Officer
781-917-0541
Christian.storch@altramotion.com

EX-99.2

Third Quarter 2009 Results ALTRA HOLDING, INC. November 3, 2009 11:00 AM EST Dial In Number 877-302-0756 Domestic 502-719-4487 International Replay Number Through November 10, 2009 800-752-3416 Domestic 712-432-9141 International

Safe Harbor Statement All statements, other than statements of historical fact included in this release are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements can generally be identified by phrases such as "believes," "expects," "potential," "continues," "may," "should," "seeks," "predicts," "anticipates," "intends," "projects," "estimates," "plans," "could," "designed", "should be," and other similar expressions that denote expectations of future or conditional events rather than statements of fact. Forward-looking statements also may relate to strategies, plans and objectives for, and potential results of, future operations, financial results, financial condition, business prospects, growth strategy and liquidity, and are based upon financial data, market assumptions and management's current business plans and beliefs or current estimates of future results or trends available only as of the time the statements are made, which may become out of date or incomplete. Forward-looking statements are inherently uncertain, and investors must recognize that events could differ significantly from our expectations. These statements include, but may not be limited to, those comments regarding customer destocking and inventory efforts, expectations related to the results of cost-reduction efforts, plans to focus on generating cash and decreasing borrowing levels and our ability to achieve those results, expectations for free cash flow for 2009, and our guidance relating to free cash flow, net sales, earnings per share, capital expenditures, and depreciation and amortization. In addition to the risks and uncertainties noted in this release, there are certain factors that could cause actual results to differ materially from those anticipated by some of the statements made. These include: (1) competitive pressures, (2) changes in economic conditions in the United States and abroad and the cyclical nature of our markets, (3) loss of distributors, (4) the ability to develop new products and respond to customer needs, (5) risks associated with international operations, including currency risks, (6) accuracy of estimated forecasts of OEM customers and the impact of the current global economic environment on our customers, (7) fluctuations in the costs of raw materials used in our products, (8) product liability claims, (9) work stoppages and other labor issues, (10) changes in employment, environmental, tax and other laws and changes in the enforcement of laws, (11) loss of key management and other personnel, (12) changes in pension and retirement liabilities, (13) the ability to achieve business plans, including with respect to an uncertain economic environment, (14) the ability to successfully execute, manage and integrate key acquisitions and mergers, (15) failure to obtain or protect intellectual property rights, (16) risks associated with impairment of goodwill or intangibles assets, (17) failure of operating equipment or information technology infrastructure, (18) risks associated with our debt leverage and operating covenants under our debt instruments, (19) risks associated with the global recession and volatility and disruption in the global financial markets, (20) our ability to complete cost reduction actions and risks associated with such actions, and (21) other risks, uncertainties and other factors described in the Company's quarterly reports on Form 10-Q and annual reports on Form 10-K and in the Company's other filings with the U.S. Securities and Exchange Commission (SEC) or in materials incorporated therein by reference. Except as required by applicable law, Altra Holdings, Inc. does not intend to, update or alter its forward looking statements, whether as a result of new information, future events or otherwise. 1

3rd Quarter: Sales $104.8 million down 34.3% from same quarter of last year Improvement in incoming order rate - Positive Book to Bill ratio Operating margin of 7.4% Operating cash flow of $24.3 million for the quarter Working capital reduction of $12.1 million Debt reduction of $16 million during the quarter Summary Financial Results 2

Cost Reductions On Target 2009 - $60 million Annualized - $77 million Payroll, Procurement and Other - $70 million Site consolidations - $7 million Permanent - $10 to $12 million Significant operating leverage when sales rebound 3

Business Environment Net sales decreased approximately 34.3% from $159.4 million to $104.8 million Currency unfavorable by approximately 280 bps Gross profit improved 100 bps from second quarter Pricing has been relatively stable Distributor inventory reductions beginning to taper off 4 PMI: three consecutive months above "50"; November 55.7 highest since June 2007

3rd Quarter 2009 Financial Highlights 5

2nd Quarter 2009 Recurring Net Income 3rd Quarter 2009 Recurring Net Income 6

Strong Free Cash Flow 7

Q3 2009 Debt Reduction & Working Capital 8

Balance Sheet Highlights 9

Narrowed 2009E Outlook $440 - $450 Million in sales $0.20 - $0.25 Diluted earnings per share $8.0 - $9.0 Million in capital expenditures $21.5 - $22.5 Million in depreciation and amortization 10

As used in this news release and the accompanying slides posted on the company's website, non-GAAP recurring diluted earnings per share, non-GAAP recurring income from operations and non-GAAP recurring net income are each calculated using either net income from continuing operations or income from continuing operations that excludes premiums, discounts and interest expense associated with the extinguishment of debt, other post employment benefit plan settlement gains, restructuring costs, inventory adjustments due to the economic downturn and other income or charges that management does not consider to be directly related to the company's core operating performance. Non-GAAP recurring diluted earnings per share is calculated by dividing non-GAAP recurring net income by GAAP weighted average shares outstanding (diluted). As used in this news release and the accompanying slides posted on the company's website, non-GAAP free cash flow is calculated as cash flow from operations less capital expenditures. Altra believes that the presentation of non-GAAP recurring net income, non-GAAP recurring income from operations, non-GAAP recurring diluted earnings per share and free cash flow provides important supplemental information to management and investors regarding financial and business trends relating to the company's financial condition and results of operations. 11 Discussion of Non-GAAP Measures