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, 2007
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.)

14 Hayward Street Quincy, Massachusetts	02171
(Address of principal executive offices)	(Zip Code)

(617) 328-3300
(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, 2007, Altra Holdings, Inc. (“the Company”) announced certain unaudited financial results for the third quarter of 2007. A copy of the announcement is attached hereto as Exhibit 99.1, which is incorporated by reference herein. On November 5, 2007, the Company will hold a conference call with inventors 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. (Also filed pursuant to Item 8.01)

Item 9.01 Financial Statements and Exhibits

(c)	Exhibits
99.1	Press release of Altra Holdings, Inc., dated November 2, 2007, announcing certain unaudited financial results for the third quarter of 2007.
99.2	Charts to be used during the investor conference call on November 5, 2007.

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/ Michael L. Hurt
Name:	Michael L. Hurt
Title:	Chief Executive Officer

Date: November 2, 2007

3

EX-99.1

Exhibit 99.1

ALTRA HOLDINGS ANNOUNCES RECORD
EARNINGS FOR THE THIRD QUARTER 2007

QUINCY, MA — November 2, 2007

Altra Holdings, Inc. (NASDAQ: AIMC), a leading global supplier of clutch brakes, couplings, gearing, belted drives and power transmission components, announced record net income of $4.3 million for the third quarter ended September 29, 2007 compared to $3.8 million for the third quarter of 2006, an increase of 13.6%. Recurring diluted earnings per share increased 177.8%, or $0.16 per share, to $0.25 per share in the third quarter of 2007 from $0.09 per share in the third quarter of 2006. Diluted earnings per share were $0.17 in the third quarter of 2007 versus $0.20 per share in the third quarter of 2006. Net sales for the quarter increased 39.0% (9.9% organic) to $157.0 million from $113.0 million in the third quarter of 2006. Operating income for the third quarter of 2007 increased 34.2% to $18.0 million from $13.4 million in the third quarter of 2006. Revenue performance was driven by strong sales in the aerospace and defense, material handling, motion control, energy and mining markets. Operating income continues to improve from cost savings derived from the Altra Business System, low cost country sourcing, and the synergies we are realizing from our integration of the TB Wood’s business.

Net income for the nine months ended September 29, 2007 increased 20.6% to $12.9 million from $10.7 million for the first nine months of 2006. Recurring diluted earnings per share increased 38.3% or $0.23 per share to $0.83 per share for the first nine months of 2007 from $0.60 per share for the first nine months of 2006. Diluted earnings per share were $0.54 for the first nine months of 2007 versus $0.56 for the first nine months of 2006. Net sales for the nine months ended September 29, 2007 increased 30.3% (9.0% organic) to $452.8 million from $347.5 million for the first nine months of 2006. Gross profit as a percentage of sales for the first nine months of 2007 increased 130 basis points to 28.5% from 27.2% in the first nine months of 2006. SG&A expenses as a percentage of sales for the first nine months of 2007 decreased 80 basis points from 17.6% to 16.8% for the same period in 2006. Operating income for the nine months of 2007 increased 38.6% to $51.6 million from $37.2 million in the first nine months of 2006.

Michael L. Hurt, Chairman and CEO said “We are pleased to report record financial results again this quarter. Our organic revenue growth of 9.9% in the third quarter was driven by the management team continuing to focus on new products and target markets. Our served global markets remained strong. Growth in North America remained solid with Europe and Asia Pacific being very strong. Our earnings growth was the result of continuous operational improvements, ongoing successful integration of the TB Wood’s acquisition, and profits generated from the increased revenues. Also, we strengthened our balance sheet this quarter with the retirement of $24.4 million of the 11¹/4% bonds and lowered our Net Debt to LTM Adjusted EBITDA Ratio to 3.1.

Altra Holdings, Inc.

	(Unaudited)					(Unaudited)
Statement of Operations Data:	Quarter Ended					Year to Date Ended
In thousands, except per share data	September 29, 2007		September 29, 2006			September 29, 2007		September 29, 2006
Net sales	$	156,976	$	112,953		$	452,824	$	347,511
Cost of sales		111,920		82,528			323,816		252,959
Gross profit		45,056		30,425			129,008		94,552
Selling, general & operating expenses		26,871		20,858			76,259		61,171
Restructuring charges		189		—			1,180		—
Gain on curtailment of post-retirement benefit plan		—		(3,838	)		—		(3,838	)
Operating income		17,996		13,405			51,569		37,219
Interest expense, net		11,389		6,567			31,229		19,382
Other expense, net		298		734			374		647
Income before taxes		6,309		6,104			19,966		17,190
Income taxes		1,999		2,311			7,067		6,497
Net income	$	4,310	$	3,793		$	12,899	$	10,693
Net income per share:
Basic	$	0.17	$	11.42		$	0.56	$	35.52
Diluted	$	0.17	$	0.20		$	0.54	$	0.56
Weighted average common shares outstanding:
Basic		25,075		332			23,069		301
Diluted		26,119		19,370			24,094		19,162
Balance Sheet Data:	(Unaudited)
In thousands	September 29, 2007		September 29, 2006
Assets:
Cash and cash equivalents	$	30,037	$	5,760
Trade receivables, net		86,634		64,555
Inventories, net		107,641		73,691
Property, plant and equipment, net		116,668		81,511
Liabilities:
Current liabilities	$	93,491	$	69,952
Long-term debt	$	295,401	$	227,851
Stockholders’ equity	$	145,873	$	39,105
Other Financial Data:
Depreciation & amortization	$	5,845	$	3,565		$	16,377	$	10,311
Non cash inventory step up costs		—		—		$	651	$	2,278
Capital expenditures	$	2,554	$	2,023		$	6,803	$	6,133

The company will conduct an investor conference call on Monday, November 5, 2007 at 10:00 AM EST to discuss its unaudited third quarter and first nine months financial results. The public is invited to listen to the conference call by dialing 800-862-9098 domestically or 785-424-1051 for international access, and asking to participate in Conference ID# ALTRA. Also the company has posted slides on its web site www.altramotion.com in the Investor Relations Section in the Events & Presentations tab to help the participants better follow the discussions. A replay of the recorded conference call will be available from November 5, 2007 until November 12, 2007. To listen to the replay, dial 800-723-0549 domestically or 402-220-2657 for international access.

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 nine 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 Measures
As used in this release and the accompanying slides posted on its website, non-GAAP recurring diluted earnings per share is calculated using net income that excludes non-recurring advisory fees, premiums and interest expense associated with extinguished debt, non-recurring tax benefits and OPEB curtailment gain, and other events that management does not consider to be directly related to the company’s core operating performance. Non-GAAP recurring diluted net income per share is calculated by dividing non-GAAP net income by GAAP weighted average shares outstanding (diluted).

Altra believes that the presentation of non-GAAP recurring net income and non-GAAP recurring diluted earnings per share provides important supplemental information to management and investors regarding financial and business trends relating to the company’s financial condition and results of operations. For further information regarding why Altra believes that these non-GAAP measures provide useful information to investors, and some of the limitations associated with the use of these measures, please refer to the company’s Current Report on Form 8-K filed today with the SEC. The Form 8-K is available on the SEC’s website at www.sec.gov or under the Events and Presentations tab of the Investor Relations Section of the Altra website described above.

This press release includes statements which are forward looking within the meaning of applicable securities laws. These statements may include or imply projections of future performance that are based upon the company’s expectations or assumptions. These expectations and assumptions, as well as the company’s future performance, are subject to a number of risks and uncertainties. Factors that could cause actual results to differ from projected results are described from time to time in the company’s Securities and Exchange Commission reports and other filings, including but not limited to the risks described in the Registration Statement on Form S-1 filed on June 4, 2007. Altra Holdings, Inc. is under no obligation to, and expressly disclaims any obligation to, update or, alter its forward looking statements, whether as a result of new information, future events or otherwise. AIMC-E

SOURCE: Altra Holdings documents

###

CONTACT INFORMATION:
David Wall
Chief Financial Officer
Phone: (617) 689-6380
Email: david.wall@altramotion.com

EX-99.2

Exhibit 99.2

Third Quarter 2007 Results November 5, 2007 10:00 AM EST Dial In Number 800-862-9098 Domestic 785-424-1051 International Conference ID: ALTRA Replay Number through November 12, 2007 800-723-0549 Domestic 402-220-2657 International Conference ID: ALTRA

Safe Harbor Statement Any forward-looking statements represent the company's expectations or beliefs concerning future events. Actual results may materially differ. Any forward-looking statement made by or on behalf of the company may involve certain risks and uncertainties including risk of cyclical and seasonal demands, consolidating customer base, leverage, consumer credit conditions, competition, continued innovation, product liabilities, availability and cost of product components, and other risks. Additional risks are described in the company's Securities and Exchange Commission reports and other filings, including, but not limited to, the risks described in the company's Registration Statement on Form S-1 filed on June 4, 2007. Undue reliance should not be placed on any forward-looking statements made by or on behalf of the company. The company undertakes no obligations to publicly update or revise any forward- looking statements.

Record Quarterly Financial Results in 3rd Quarter 2007 Revenues increased 39.0% (organically 9.9%) Operating income improved 34.2% Recurring net income increased from $1.7M to $6.6M Recurring EPS increased from $0.09 to $0.25 Adjusted EBITDA grew 43.1% Reduced $24.4 M of 11 1/4% Bonds Compared to 3rd Quarter 2006: Successfully negotiated two union contracts

3rd Quarter 2007 Financial Highlights Solid Top Line Growth with Continued Margin Improvement

3rd Quarter 2007 Recurring Net Income

First Nine Months 2007 Financial Highlights

Balance Sheet Highlights

Strategies for Profitable Growth Focus on strategic markets Expand into new markets Accelerate new product development Continue focus on cost reduction All Power acquisition

2007E Outlook Includes TB Wood's Results since Acquisition on April 5, 2007 $595 - $605 Million Sales $88 - $90 Million in EBITDA $15 Million in Capital Expenditures 36% Effective Tax Rate Recurring Cash Flow from Operations - 115% to 120% of net income

Supplemental Information Adjusted EBITDA

First Nine Months 2007 Recurring Net Income Recurring Net Income Increased 75.0%