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

August 4, 2008
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))

TABLE OF CONTENTS

Ex-99.1 Press release dated August 4, 2008

Ex-99.2 Charts for investor conference call on August 5, 2008

Item 2.02 Results of Operations and Financial Condition

     On August 4, 2008, Altra Holdings, Inc. (“the Company”) announced certain unaudited financial results for the second quarter of 2008. A copy of the announcement is attached hereto as Exhibit 99.1, which is incorporated by reference herein. On August 5, 2008 the Company will hold a conference call with inventors to discuss second 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 August 4, 2008, announcing certain unaudited financial results for the second quarter of 2008.
99.2	Charts to be used during the investor conference call on August 5, 2008.

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: August 4, 2008

3

EX-99.1

Exhibit 99.1

Altra Holdings Announces Record Financial Results for
the Second Quarter of 2008

Raises Guidance for 2008

QUINCY, Mass., August 4, 2008 — 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 second quarter of 2008.

Financial Highlights

§	Quarterly net sales increased 9.4% year-over-year to a record $167.9 million. Adjusted for acquisitions, sales grew 7.3% for the second quarter of 2008
§	Recurring diluted EPS from continuing operations was $0.39 for the second quarter compared with $0.29 in the prior-year quarter, an increase of 34.5% (GAAP diluted EPS from continuing operations was $0.38).
§	Income from operations reached 13.1% of net sales, an improvement of 150 basis points
§	Improved leverage to 2.35x, net-debt to adjusted EBITDA
§	Raised financial guidance for 2008

Comments on the Second Quarter

“We are extremely pleased to deliver another quarter of record financial results to our shareholders” said Michael L. Hurt, Chairman and CEO. “Our impressive second quarter growth was driven by strong sales to our global OEM’s, target market successes and continued strong demand from most of our end markets. Both, our record operating margin and record recurring income from continuing operations for the quarter were the result of sales leverage coupled with low-cost country sourcing, productivity improvements, and our ability to pass through material cost increases. Additionally, we continued to strengthen our balance sheet, by repurchasing $15 million worth of our 9% Senior Secured notes and improving our leverage ratio to 2.35x (net debt to adjusted EBITDA).”

Financial Results

Net sales for the second quarter of 2008 increased 9.4% to a record $167.9 million from $153.5 million in the second quarter of 2007. The growth rate, adjusted for acquisitions, was 7.3% for the quarter. Net sales for the six months ended June 28, 2008 increased

15.7% to $331.1 million from $286.2 million for the first six months of 2007. The growth rate adjusted for acquisitions for the first half of the year was 6.0%.

Income from operations for the second quarter of 2008 increased 23.6 % to $22.0 million from $17.8 million in the second quarter of 2007. Excluding restructuring charges and OPEB curtailment gain, income from operations for the second quarter of 2008 was $22.2 million, or 13.2 % of sales. Income from operations for the first six months increased 29.5% to $42.6 million from $32.9 million in the first six months of 2007. Excluding restructuring charges and OPEB curtailment gain income from operations for the first six months of 2008 was $43.5 million, or 13.2 % of sales.

Reported net income for the second quarter was $9.9 million, or $0.38 per diluted share, compared with $4.8 million, or $0.21 per diluted share, for the second quarter of 2007. Reported net income for the six-month period of 2008 was $18.4 million, or $0.71 per diluted share, compared with $8.6 million, or $0.37 per diluted share, for the six-month period of 2007.

Recurring diluted earnings per share from continuing operations for the second quarter of 2008 grew to $0.39 per diluted share from $0.29 per diluted share in the second quarter of 2007. Recurring diluted earnings per share from continuing operations for the first half of 2008 grew to $0.76 per diluted share from $0.58 per diluted share in the first half of 2007.

Business Outlook

“As we head into the second half of the year, we are optimistic about our performance for the remainder of 2008,” said Hurt. “Currently we continue to see solid bookings and our sales and marketing teams are successfully closing new business opportunities. We expect that demand across our diversified end markets including aerospace and defense, metals, mining and power generation, should help to sustain our momentum in the second half of the year. As a result, we are raising 2008 full-year guidance.”

For 2008, the company is forecasting net sales to be in the range of $640 million to $650 million, EBITDA to be in the range of $102 to $106 million, and diluted earnings per share in the range of $1.28 to $1.37. Altra Holdings expects capital expenditures in the range of $17.0 to $19.0 million, depreciation and amortization in the range of $21.0 to $23.0 million and a tax rate of approximately 35.0%.

Altra Holdings, Inc.

	(Unaudited)
Condensed Statements of Income Data:	Quarter Ended						Year to Date Ended
In Thousands of Dollars, except per share amounts	June 28, 2008			June 30, 2007			June 28, 2008			June 30, 2007
Net sales	$	167,893		$	153,528		$	331,075		$	286,234
Cost of sales		117,506			110,411			232,890			205,069
Gross profit	$	50,387		$	43,117		$	98,185		$	81,165
Gross profit as a percent of net sales		30.0	%		28.1	%		29.7	%		28.4	%
Selling, general & administrative expenses		26,448			23,578			51,161			44,405
Research and deveopment expenses		1,766			1,565			3,497			2,859
OPEB curtailment gain		(169	)		—			(169	)		—
Restructuring Expense		335			198			1,068			991
Income from operations	$	22,007		$	17,776		$	42,628		$	32,910
Income from operations as a percent of net sales		13.1	%		11.6	%		12.9	%		11.5	%
Interest expense, net		7,713			10,726			15,154			19,874
Other income		(853	)		131			(1,479	)		84
Income from continuing operations before income taxes	$	15,147		$	6,919		$	28,953		$	12,952
Income taxes		5,278			2,583			10,127			4,848
Income tax rate		34.8	%		37.3	%		35.0	%		37.4	%
Net income from continuing operations		9,869			4,336			18,826			8,104
Net loss from discontinued operations, net of taxes of $124 for 2008 and $220 for 2007		—			466			(397	)		466
Net income	$	9,869		$	4,802		$	18,429		$	8,570
Weighted Average common shares outstanding
Basic		25,476			22,250			25,474			22,066
Diluted		26,121			23,268			26,120			23,075
Earnings per share — Basic
Net income from continuing operations	$	0.39		$	0.20		$	0.74		$	0.37
Net income (loss) from discontinued operations		—			0.02			(0.02	)		0.02
Net income	$	0.39		$	0.22		$	0.72		$	0.39
Earnings per share — Diluted
Net income from continuing operations	$	0.38		$	0.19		$	0.72		$	0.35
Net income (loss) from discontinued operations		—			0.02			(0.01	)		0.02
Net income	$	0.38		$	0.21		$	0.71		$	0.37
Other Financial Data:
Depreciation & amortization		5,395			6,067			10,935			10,532
Capital expenditures		3,147			3,215			7,641			4,249
Reconciliation of Recurring Net Income:
Net income from continuing operations	$	9,869		$	4,336		$	18,826		$	8,104
Restructuring charges, net of tax		218			124			694			620
Premium & deferred financing expense eliminated on redeemed 11.25% bonds, net of tax		—			1,520			75			3,895
Premium & deferred financing expense eliminated on redeemed 9% bonds , net of tax		432			—			431			—
OPEB curtailment gain related to restructuring activities, net of tax		(110	)		—			(110	)		—
Gain on the sale of securities, net of tax		(141	)		—			(140	)		—
Amortization of inventory fair value adjustment, net of tax		—			409			—			409
Accelerated vesting for stock compensation (for ex director), net of tax		—			180			—			180
Bridge financing fee on TB Woods acquisition, net of tax		—			282			—			282
Deferred financing expense eliminated on pay down of TB Wood’s revolving credit facility, net of tax		—			—			100			—
Recurring net income	$	10,268		$	6,851		$	19,876		$	13,490
Recurring diluted EPS	$	0.39		$	0.29		$	0.76		$	0.58

Condensed Balance Sheets	(Unaudited)
In Thousands of Dollars	June 28, 2008		December 31, 2007
Assets:
Current Assets
Cash and cash equivalents		43,232		45,807
Trade Receivables, net		92,672		73,248
Inventories, net		104,963		101,835
Deferred income taxes		8,689		8,286
Receivable from sale of Electronics		—		17,100
Prepaid expenses and other		7,845		5,578
Assets held for sale		4,676		4,728
Total current assets		262,077		253,015
Property, plant and equipment, net		113,745		113,043
Intangible assets, net		86,479		88,943
Goodwill		115,352		114,979
Deferred income taxes		141		231
Other assets		5,052		6,747
Total assets	$	582,846	$	580,525
Liabilities and stockholders’ equity
Current liabilities
Accounts payable		42,941		41,668
Accrued payroll		15,914		16,988
Accruals and other liabilities		21,954		22,001
Deferred income taxes		8,060		8,060
Current portion of long-term debt		3,419		2,667
Total current liabilities		92,288		91,384
Long-term debt, less current portion and net of unaccreted discount and premium		272,351		291,399
Deferred income taxes		24,910		24,490
Pension liabilities		12,260		13,431
Other post retirement benefits		2,634		3,170
Long-term taxes payable		5,852		5,911
Other long-term liabilities		4,366		4,308
Total stockholders’ equity		168,185		146,432
Total liabilities and stockholders’ equity	$	582,846	$	580,525

The company will conduct an investor conference call on August 5, 2008 at 11:00 AM EDT to discuss its unaudited second-quarter 2008 financial results. The public is invited to listen to the conference call by dialing 800-895-0198 domestically or 785-424-1053 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 August 12, 2008. To listen to the replay, dial 800-283-4783 domestically or 402-220-0859 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 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 Measures

As used in this news release and the accompanying slides posted on its website, non-GAAP recurring diluted earnings per share is calculated using net income from continuing operations that excludes premiums and interest expense associated with extinguished debt, OPEB curtailment gain, and restructuring charges 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 recurring net income by GAAP weighted average shares outstanding (diluted).

Altra believes that the presentation of non-GAAP recurring net income, non-GAAP recurring diluted earnings per share, and adjusted EBITDA 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 http://www.sec.gov.

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. Such statements are based on financial data, market assumptions and business plans 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.

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 U.S. and abroad, (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, (7) increased costs of raw materials used in our products, (8) product liability claims, (9) work stoppages and other labor issues, (10) changes in 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) failure of operating equipment or information technology infrastructure and (17) risks associated with our debt leverage and operating covenants under our debt instruments, (18) as well as other risks, uncertainties and other factors described in the company’s Form 10-Q, 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. 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

Contact:
Altra Holdings, Inc.
Christian Storch, Chief Financial Officer
(617) 689-6380
Christian.storch@altramotion.com

EX-99.2

Exhibit 99.2

Second Quarter 2008 Results August 5, 2008 11:00 AM EDT Dial In Number 800-895-0198 Domestic 785-424-1053 International Conference ID: ALTRA Replay Number through August 12, 2008 800-283-4783 Domestic 402-220-0859 International Conference ID: ALTRA

Safe Harbor Statement 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. Such statements are based on financial data, market assumptions and business plans 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. 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 US and abroad, (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, (7) increased costs of raw materials used in our products, (8) product liability claims, (9) work stoppages and other labor issues, (10) changes in 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) failure of operating equipment or information technology infrastructure and (17) risks associated with our debt leverage and operating covenants under our debt instruments, (18) as well as other risks, uncertainties and other factors described in the company's Form 10-Q, 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. 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.

Record Quarterly Financial Results in 2nd Quarter 2008 Net sales increased 9.4% (adjusted for acquisitions 7.3%) Income from operations improved 23.6% Recurring net income increased from $6.9M to $10.3M Recurring EPS increased from $0.29 to $0.39, an increase of 34.5% Adjusted EBITDA grew 15.4% and was 16.9% of net sales Improved leverage to 2.35x adjusted EBITDA Retired $15.0M of 9% Senior Secured Notes Raised 2008E outlook Compared to 2nd Quarter 2007: Compared to 2nd Quarter 2007:

2nd Quarter 2008 Financial Highlights Solid top line growth with continued margin improvement

2nd Quarter 2008 Recurring Net Income 2nd Quarter 2008 Recurring Net Income

YTD Highlights YTD Highlights

YTD 2008 Recurring Net Income YTD 2008 Recurring Net Income

Balance Sheet Highlights

Operations Update Organic Growth Initiatives Target Market Initiatives New Products Operating Margin Improvement Sales Leverage Acquisition Synergies Pricing Actions Productivity Improvements - ABS Low Cost Country Sourcing and Manufacturing

Raised 2008E Outlook $640 - $650 Million in sales $102- $106 Million in EBITDA $1.28 - $1.37 Diluted earnings per share $17- $19 Million in capital expenditures $21 - $23 Million in depreciation and amortization 35% Effective tax rate

Supplemental Information Adjusted EBITDA