##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 28, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number 333-124944
 ALTRA INDUSTRIAL MOTION, INC.
  Delaware
    
    30-0283143(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)300 Granite Street Braintree, MA
    
    02184(Address of principal executive offices)
    
    (Zip code)
 (781) 917-0600
 þ o
 o o
  Large accelerated filer o

    
    Accelerated filer o
    
    Non-accelerated filer   þ
    
    Smaller reporting company o
 Yes o No þ




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##### 



TABLE OF CONTENTS
 Page #PART IFINANCIAL INFORMATION
    
    
    2Item 1. Unaudited Condensed Consolidated Financial Statements
    
    
    2Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    29Item 4. Controls and Procedures
    
    
    29PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    30Item 1A. Risk Factors
    
    
    30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 3. Defaults Upon Senior Securities
    
    
    30Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    30SIGNATURES
    
    
    31EX-31.1 Section 302 Certification of C.E.O.EX-31.2 Section 302 Certification of C.F.O.EX-32.1 Section 906 Certification of C.E.O.EX-32.2 Section 906 Certification of C.F.O.
   1




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##### Table of Contents



ALTRA INDUSTRIAL MOTION, INC.
Condensed Consolidated Balance Sheets
Amounts in thousands, except share amounts
(unaudited)
 March 28, 2009
    
    
    December 31, 2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    61,402
    
    
    $
    52,072Trade receivable, less allowance for doubtful accounts of $1,609 and $1,277 at
March 28, 2009 and December 31, 2008, respectively
    
    
    71,060
    
    
    
    68,803Inventories
    
    
    89,762
    
    
    
    98,410Deferred income taxes
    
    
    7,835
    
    
    
    8,032Assets held for sale (See Note 7)
    
    
    1,161
    
    
    
    4,676Prepaid expenses and other current assets
    
    
    6,323
    
    
    
    5,324Total current assets
    
    
    237,543
    
    
    
    237,317Property, plant and equipment, net
    
    
    109,693
    
    
    
    110,220Intangible assets, net
    
    
    77,624
    
    
    
    79,339Goodwill
    
    
    76,932
    
    
    
    77,497Deferred income taxes
    
    
    461
    
    
    
    495Other non-current assets, net
    
    
    7,172
    
    
    
    7,521Total assets
    
    $
    509,425
    
    
    $
    512,389LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    30,606
    
    
    $
    33,890Accrued payroll
    
    
    13,674
    
    
    
    16,775Accruals and other current liabilities
    
    
    23,927
    
    
    
    18,755Deferred income taxes
    
    
    6,906
    
    
    
    6,906Current portion of long-term debt
    
    
    1,050
    
    
    
    3,391Total current liabilities
    
    
    76,163
    
    
    
    79,717Long-term debt  less current portion and net of unaccreted discount, net
    
    
    260,164
    
    
    
    258,132Deferred income taxes
    
    
    23,160
    
    
    
    23,336Pension liablities
    
    
    11,781
    
    
    
    11,854Other post retirement benefits
    
    
    572
    
    
    
    2,270Long-term taxes payable
    
    
    8,087
    
    
    
    7,976Other long-term liabilities
    
    
    1,976
    
    
    
    1,434Commitments and contingencies (See Note 15)
    
    
    
    
    
    
    Stockholders equity:Common stock (1,000 shares auuthorized, issued & outstanding, $0.001 par
value)
    
    
    
    
    
    
    Additional paid-in capital
    
    
    97,829
    
    
    
    97,829Due to Parent
    
    
    28,039
    
    
    
    27,062Retained earnings
    
    
    28,287
    
    
    
    26,869Accumulated other comprehensive income
    
    
    (26,633
    )
    
    
    (24,090
    )Total stockholders equity
    
    
    127,522
    
    
    
    127,670Total liabilities and stockholders equity
    
    $
    509,425
    
    
    $
    512,389
   2




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##### Table of Contents



ALTRA INDUSTRIAL MOTION, INC.
Condensed Consolidated Statements of Income
Amounts in thousands, except per share data
(Unaudited)
 Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Net sales
    
    $
    124,540
    
    
    $
    163,182Cost of sales
    
    
    92,337
    
    
    
    115,384Gross profit
    
    
    32,203
    
    
    
    47,798Operating expenses:Selling, general and administrative expenses
    
    
    21,743
    
    
    
    24,713Research and development expenses
    
    
    1,567
    
    
    
    1,731Other post employment benefit plan settlement gain
    
    
    (1,467
    )
    
    
    Restructuring costs
    
    
    1,872
    
    
    
    73323,715
    
    
    
    27,177Income from operations
    
    
    8,488
    
    
    
    20,621Other non-operating income and expense:Interest expense, net
    
    
    6,349
    
    
    
    7,441Other non-operating income, net
    
    
    (162
    )
    
    
    (626
    )6,187
    
    
    
    6,815Income from continuing operations before income taxes
    
    
    2,301
    
    
    
    13,806Provision for income taxes
    
    
    883
    
    
    
    4,849Net income from continuing operations
    
    
    1,418
    
    
    
    8,957Net loss from discontinued operations, net of income taxes of $124
    
    
    
    
    
    
    (397
    )Net income
    
    $
    1,418
    
    
    $
    8,560Consolidated Statement of Comprehensive (Loss) IncomeForeign currency translation adjustment
    
    
    (2,543
    )
    
    
    2,976Comprehensive (loss) income
    
    $
    (1,125
    )
    
    $
    11,536
   3




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##### Table of Contents



ALTRA INDUSTRIAL MOTION, INC.
Condensed Consolidated Statements of Cash Flows
Amounts in thousands
(Unaudited)
 Quarter endedMarch 28, 2009
    
    
    March 29, 2008Cash flows from operating activitiesNet income
    
    $
    1,418
    
    
    $
    8,560Adjustments to reconcile net income to net cash flows:Depreciation
    
    
    4,158
    
    
    
    4,105Amortization of intangible assets
    
    
    1,361
    
    
    
    1,435Amortization and write-offs of deferred loan costs
    
    
    430
    
    
    
    599Gain on foreign currency, net
    
    
    (201
    )
    
    
    (374
    )Accretion of debt discount, net
    
    
    154
    
    
    
    179Fixed asset impairment
    
    
    749
    
    
    
    Loss on sale of fixed assets
    
    
    
    
    
    
    128Other post employment benefit plan settlement gain
    
    
    (1,467
    )
    
    
    Stock based compensation
    
    
    977
    
    
    
    416Changes in assets and liabilities:Trade receivables
    
    
    (2,258
    )
    
    
    (15,986
    )Inventories
    
    
    8,072
    
    
    
    413Accounts payable and accrued liabilities
    
    
    (306
    )
    
    
    5,699Other current assets and liabilities
    
    
    (1,539
    )
    
    
    (1,626
    )Other operating assets and liabilities
    
    
    4
    
    
    
    329Net cash provided by operating activities
    
    
    11,552
    
    
    
    3,877Cash flows from investing activitiesPurchase of property, plant and equipment
    
    
    (1,821
    )
    
    
    (4,494
    )Proceeds from sale of Electronics Division
    
    
    
    
    
    
    17,000Net cash provided by (used in) investing activities
    
    
    (1,821
    )
    
    
    12,506Cash flows from financing activitiesPayments on Senior Notes
    
    
    
    
    
    
    (1,346
    )Net payments reveived from (made on behalf) of Parent
    
    
    
    
    
    
    11,902Payments on Revolving Credit Agreement
    
    
    
    
    
    
    (1,723
    )Payment on mortgages
    
    
    (120
    )
    
    
    (133
    )Payment on capital leases
    
    
    (179
    )
    
    
    (256
    )Net cash used in financing activities
    
    
    (299
    )
    
    
    8,444Effect of exchange rate changes on cash and cash equivalents
    
    
    (102
    )
    
    
    228Net change in cash and cash equivalents
    
    
    9,330
    
    
    
    25,055Cash and cash equivalents at beginning of year
    
    
    52,072
    
    
    
    33,906Cash and cash equivalents at end of period
    
    $
    61,402
    
    
    $
    58,961Cash paid during the period for:Interest
    
    $
    538
    
    
    $
    3,234Income taxes
    
    $
    140
    
    
    $
    2,489
   4




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##### Table of Contents



ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 1. Organization and Nature of Operations
  2. Basis of Presentation
     3. Recent Accounting Pronouncements
 Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions
That Are Not Orderly Recognition and Presentation of
Other-Than-Temporary Impairments Interim Disclosures about Fair Value of Financial Instruments
 Fair Value Measurements
  5




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 Business Combinations
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies,
 Determination of the Useful Life of Intangible
Assets
 Accounting for Defensive Intangible
Assets
 4. Discontinued Operations
     6




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 5. Inventories
  March 28,
    
    
    December 31,2009
    
    
    2008Raw Materials
    
    
    30,483
    
    
    $
    31,925Work in process
    
    
    19,328
    
    
    
    21,310Finished goods
    
    
    39,951
    
    
    
    45,175Inventories
    
    $
    89,762
    
    
    $
    98,410
    7




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 6. Goodwill and Intangible Assets
  Goodwill
 Balance December 31, 2008
    
    $
    77,497Impact of changes in foreign currency
    
    
    (565
    )Balance March, 28, 2009
    
    $
    76,932
  March 28, 2009
    
    
    December 31, 2008Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationOther Intangible assetsIntangible assets not subject to amortization:Tradenames and trademarks
    
    $
    30,730
    
    
    $
    
    
    
    $
    30,730
    
    
    $
    Intangible assets subject to amortization:Customer relationships
    
    
    62,038
    
    
    
    16,193
    
    
    
    62,038
    
    
    
    15,065Product technology and patents
    
    
    5,435
    
    
    
    3,344
    
    
    
    5,435
    
    
    
    3,111Impact of changes in foreign currency
    
    
    (1,042
    )
    
    
    
    
    
    
    (688
    )
    
    
    Total intangible assets
    
    $
    97,161
    
    
    $
    19,537
    
    
    $
    97,515
    
    
    $
    18,176
   7. Assets Held for Sale
     8




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 8. Warranty Costs
  March 28, 2009
    
    
    March 29, 2008Balance at beginning of period
    
    $
    4,254
    
    
    $
    4,098Accrued warranty costs
    
    
    241
    
    
    
    608Payments and adjustments
    
    
    (395
    )
    
    
    (1,493
    )Balance at end of period
    
    $
    4,100
    
    
    $
    3,213
 9. Income Taxes
     10. Pension and Other Employee Benefits
 Defined Benefit (Pension) and Post-retirement Benefit Plans
   9




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
  Pension Benefits
    
    
    Other BenefitsMarch 28, 2009
    
    
    March 29, 2008
    
    
    March 28, 2009
    
    
    March 29, 2008Service cost
    
    $
    16
    
    
    $
    16
    
    
    $
    3
    
    
    $
    15Interest cost
    
    
    365
    
    
    
    378
    
    
    
    19
    
    
    
    52Expected return on plan assets
    
    
    (327
    )
    
    
    (326
    )
    
    
    
    
    
    
    Amortization of prior service income
    
    
    
    
    
    
    
    
    
    
    (245
    )
    
    
    (243
    )Amortization of net gain
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    (6
    )Settlement gain
    
    
    
    
    
    
    
    
    
    
    (1,467
    )
    
    
    Net periodic benefit cost (income)
    
    $
    54
    
    
    $
    68
    
    
    $
    (1,697
    )
    
    $
    (182
    )
  10




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##### Table of Contents



ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 11. Debt
  March 28, 2009
    
    
    December 31, 2008Revolving Credit Agreement
    
    $
    
    
    
    $
    TB Woods Credit Agreement
    
    
    6,000
    
    
    
    6,000Overdraft agreements
    
    
    
    
    
    
    9% Senior Secured Notes
    
    
    242,500
    
    
    
    242,50011.25% Senior Notes
    
    
    4,680
    
    
    
    4,706Variable rate demand revenue bonds
    
    
    5,300
    
    
    
    5,300Mortgages
    
    
    2,038
    
    
    
    2,257Capital leases
    
    
    2,454
    
    
    
    2,672Less: debt discount, net
    
    
    (1,758
    )
    
    
    (1,912
    )Total long-term debt
    
    $
    261,214
    
    
    $
    261,523
 Revolving Credit Agreement
    TB Woods Credit Agreement
  Overdraft Agreements
   11




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 9% Senior Secured Notes
    11.25% Senior Notes
   Variable Rate Demand Revenue Bonds
    Mortgage
  
 Capital Leases
  12. Stockholders Equity
   12




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 Stock-Based Compensation
  13. Related-Party Transactions
 Joy Global Sales
  14. Concentrations of Credit, Segment Data and Workforce
   Segments of an Enterprise and Related Information
  Net SalesQuarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008North America (primarily U.S.)
    
    $
    91,603
    
    
    $
    118,703Europe
    
    
    27,679
    
    
    
    38,239Asia and other
    
    
    5,258
    
    
    
    6,240Total
    
    $
    124,540
    
    
    $
    163,182
  13




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
   15. Commitments and Contingencies
 General Litigation
   16. Restructuring, Asset Impairment and Transition Expenses
   TB WoodsAltra Plan
    
    
    Plan
    
    
    TotalExpensesOther cash expenses
    
    $
    
    
    
    $
    
    
    
    $
    Moving and relocation
    
    
    122
    
    
    
    61
    
    
    
    183Severance
    
    
    480
    
    
    
    
    
    
    
    480Total cash expenses
    
    
    602
    
    
    
    61
    
    
    
    663Non-cash asset impairment and loss on sale of fixed asset
    
    
    70
    
    
    
    
    
    
    
    70Total restructuring expenses
    
    $
    672
    
    
    $
    61
    
    
    $
    733
  14




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
    2009 Altra PlanExpenses:Other cash expenses
    
    $
    7Severance
    
    
    1,116Total cash expenses
    
    
    1,123Non-cash asset impairment and loss on sale of fixed
asset
    
    
    749Total restructuring expenses
    
    $
    1,872
  All PlansBalance at December 31, 2008
    
    $
    1,297Restructuring expense incurred
    
    
    1,123Cash payments
    
    
    (1,341
    )Balance at March 28, 2009
    
    $
    1,079
 17. Guarantor Subsidiaries
   15




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ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 Unaudited condensed consolidating balance sheet
March 28, 2009
 Issuer
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    Eliminations
    
    
    ConsolidatedASSETSCurrent assets:Cash and cash equivalents
    
    $
    37,902
    
    
    $
    (2,425
    )
    
    $
    25,925
    
    
    $
    
    
    
    $
    61,402Trade receivables, less allowance for
doubtful accounts
    
    
    
    
    
    
    44,417
    
    
    
    26,643
    
    
    
    
    
    
    
    71,060Loans receivable from related parties
    
    
    
    
    
    
    120,138
    
    
    
    
    
    
    
    (120,138
    )
    
    
    Inventories
    
    
    
    
    
    
    63,939
    
    
    
    25,823
    
    
    
    
    
    
    
    89,762Deferred income taxes
    
    
    
    
    
    
    7,835
    
    
    
    
    
    
    
    
    
    
    
    7,835Assets held for sale
    
    
    
    
    
    
    
    
    
    
    1,161
    
    
    
    
    
    
    
    1,161Prepaid expenses and other current assets
    
    
    
    
    
    
    5,631
    
    
    
    692
    
    
    
    
    
    
    
    6,323Total current assets
    
    
    37,902
    
    
    
    239,535
    
    
    
    80,244
    
    
    
    (120,138
    )
    
    
    237,543Property, plant and equipment, net
    
    
    852
    
    
    
    77,670
    
    
    
    31,171
    
    
    
    
    
    
    
    109,693Intangible assets, net
    
    
    
    
    
    
    61,445
    
    
    
    16,179
    
    
    
    
    
    
    
    77,624Goodwill
    
    
    
    
    
    
    58,016
    
    
    
    18,916
    
    
    
    
    
    
    
    76,932Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    461
    
    
    
    
    
    
    
    461Investment in subs
    
    
    428,304
    
    
    
    
    
    
    
    
    
    
    
    (428,304
    )
    
    
    Other non-current assets
    
    
    3,513
    
    
    
    3,617
    
    
    
    42
    
    
    
    
    
    
    
    7,172Total assets
    
    $
    470,571
    
    
    $
    440,283
    
    
    $
    147,013
    
    
    $
    (548,442
    )
    
    $
    509,425LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,830
    
    
    $
    18,850
    
    
    $
    9,926
    
    
    $
    
    
    
    $
    30,606Accrued payroll
    
    
    1,204
    
    
    
    6,190
    
    
    
    6,280
    
    
    
    
    
    
    
    13,674Accruals and other current liabilities
    
    
    8,417
    
    
    
    9,793
    
    
    
    5,717
    
    
    
    
    
    
    
    23,927Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    6,906
    
    
    
    
    
    
    
    6,906Current portion of long-term debt
    
    
    
    
    
    
    643
    
    
    
    407
    
    
    
    
    
    
    
    1,050Loans payable to related parties
    
    
    85,646
    
    
    
    
    
    
    
    34,492
    
    
    
    (120,138
    )
    
    
    Total current liabilities
    
    
    97,097
    
    
    
    35,476
    
    
    
    63,728
    
    
    
    (120,138
    )
    
    
    76,163Long-term debt  less current portion and
net of unacreted discount and premium
    
    
    245,422
    
    
    
    12,771
    
    
    
    1,971
    
    
    
    
    
    
    
    260,164Deferred income taxes
    
    
    
    
    
    
    20,822
    
    
    
    2,338
    
    
    
    
    
    
    
    23,160Pension liablities
    
    
    
    
    
    
    8,984
    
    
    
    2,797
    
    
    
    
    
    
    
    11,781Other post retirement benefits
    
    
    
    
    
    
    572
    
    
    
    
    
    
    
    
    
    
    
    572Long-term taxes payables
    
    
    
    
    
    
    8,087
    
    
    
    
    
    
    
    
    
    
    
    8,087Other long-term liabilities
    
    
    530
    
    
    
    259
    
    
    
    1,187
    
    
    
    
    
    
    
    1,976Total stockholders equity
    
    
    127,522
    
    
    
    353,312
    
    
    
    74,992
    
    
    
    (428,304
    )
    
    
    127,522Total liabilities and stockholders equity
    
    $
    470,571
    
    
    $
    440,283
    
    
    $
    147,013
    
    
    $
    (548,442
    )
    
    $
    509,425
  16




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##### Table of Contents



ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 Unaudited condensed consolidating balance sheet
December 31, 2008
 Issuer
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    Eliminations
    
    
    ConsolidatedASSETSCurrent assets:Cash and cash equivalents
    
    $
    27,134
    
    
    $
    (2,702
    )
    
    $
    27,640
    
    
    $
    
    
    
    $
    52,072Trade receivable, less allowance for
doubtful accounts
    
    
    
    
    
    
    41,051
    
    
    
    27,752
    
    
    
    
    
    
    
    68,803Loan receivable from related parties
    
    
    
    
    
    
    112,900
    
    
    
    
    
    
    
    (112,900
    )
    
    
    Inventories
    
    
    
    
    
    
    71,304
    
    
    
    27,106
    
    
    
    
    
    
    
    98,410Deferred income taxes
    
    
    
    
    
    
    7,923
    
    
    
    109
    
    
    
    
    
    
    
    8,032Assets held for sale
    
    
    
    
    
    
    3,515
    
    
    
    1,161
    
    
    
    
    
    
    
    4,676Prepaid expenses and other current assets
    
    
    1,793
    
    
    
    4,373
    
    
    
    (842
    )
    
    
    
    
    
    
    5,324Total current assets
    
    
    28,927
    
    
    
    238,364
    
    
    
    82,926
    
    
    
    (112,900
    )
    
    
    237,317Property, plant and equipment, net
    
    
    838
    
    
    
    76,586
    
    
    
    32,796
    
    
    
    
    
    
    
    110,220Intangible assets, net
    
    
    
    
    
    
    62,481
    
    
    
    16,858
    
    
    
    
    
    
    
    79,339Goodwill
    
    
    
    
    
    
    58,016
    
    
    
    19,481
    
    
    
    
    
    
    
    77,497Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    495
    
    
    
    
    
    
    
    495Investments in subsidiaries
    
    
    423,121
    
    
    
    
    
    
    
    
    
    
    
    (423,121
    )
    
    
    Other non-current assets
    
    
    3,857
    
    
    
    3,628
    
    
    
    36
    
    
    
    
    
    
    
    7,521Total assets
    
    $
    456,743
    
    
    $
    439,075
    
    
    $
    152,592
    
    
    $
    (536,021
    )
    
    $
    512,389LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,292
    
    
    $
    19,813
    
    
    $
    11,785
    
    
    $
    
    
    
    $
    33,890Accrued payroll
    
    
    2,731
    
    
    
    6,879
    
    
    
    7,165
    
    
    
    
    
    
    
    16,775Accruals and other current liabilities
    
    
    3,506
    
    
    
    8,972
    
    
    
    6,277
    
    
    
    
    
    
    
    18,755Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    6,906
    
    
    
    
    
    
    
    6,906Current portion of long-term debt
    
    
    
    
    
    
    2,925
    
    
    
    466
    
    
    
    
    
    
    
    3,391Loans payable to related parties
    
    
    75,251
    
    
    
    
    
    
    
    37,649
    
    
    
    (112,900
    )
    
    
    Total current liabilities
    
    
    83,780
    
    
    
    38,589
    
    
    
    70,248
    
    
    
    (112,900
    )
    
    
    79,717Long-term debt  less current portion and
net of unacreted discount and premium
    
    
    245,293
    
    
    
    10,640
    
    
    
    2,199
    
    
    
    
    
    
    
    258,132Deferred income taxes
    
    
    
    
    
    
    20,822
    
    
    
    2,514
    
    
    
    
    
    
    
    23,336Pension liablities
    
    
    
    
    
    
    8,922
    
    
    
    2,932
    
    
    
    
    
    
    
    11,854Other post retirement benefits
    
    
    
    
    
    
    2,270
    
    
    
    
    
    
    
    
    
    
    
    2,270Long-term taxes payables
    
    
    
    
    
    
    7,976
    
    
    
    
    
    
    
    
    
    
    
    7,976Other long-term liabilities
    
    
    
    
    
    
    241
    
    
    
    1,193
    
    
    
    
    
    
    
    1,434Total stockholders equity
    
    
    127,670
    
    
    
    349,615
    
    
    
    73,506
    
    
    
    (423,121
    )
    
    
    127,670Total liabilities and stockholders equity
    
    $
    456,743
    
    
    $
    439,075
    
    
    $
    152,592
    
    
    $
    (536,021
    )
    
    $
    512,389
   17




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##### Table of Contents



ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 Unaudited Condensed Consolidating Statement of Income
 Quarter Ended March 28, 2009Issuer
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    93,541
    
    
    $
    38,282
    
    
    $
    (7,283
    )
    
    $
    124,540Cost of sales
    
    
    
    
    
    
    72,396
    
    
    
    27,224
    
    
    
    (7,283
    )
    
    
    92,337Gross profit
    
    
    
    
    
    
    21,145
    
    
    
    11,058
    
    
    
    
    
    
    
    32,203Selling, general and administrative expenses
    
    
    
    
    
    
    13,946
    
    
    
    7,797
    
    
    
    
    
    
    
    21,743Research and development expenses
    
    
    
    
    
    
    1,030
    
    
    
    537
    
    
    
    
    
    
    
    1,567Other post employment benefit plan
settlement
    
    
    
    
    
    
    (1,467
    )
    
    
    
    
    
    
    
    
    
    
    (1,467
    )Restructuring costs
    
    
    
    
    
    
    1,514
    
    
    
    358
    
    
    
    
    
    
    
    1,872Income from operations
    
    
    
    
    
    
    6,122
    
    
    
    2,366
    
    
    
    
    
    
    
    8,488Interest expense, net
    
    
    6,050
    
    
    
    250
    
    
    
    49
    
    
    
    
    
    
    
    6,349Other non-operating (income) expense, net
    
    
    (124
    )
    
    
    4
    
    
    
    (42
    )
    
    
    
    
    
    
    (162
    )Equity in earnings of subsidiaries
    
    
    5,183
    
    
    
    
    
    
    
    
    
    
    
    (5,183
    )
    
    
    Income (loss) from continuing operations
before income taxes
    
    
    (743
    )
    
    
    5,868
    
    
    
    2,359
    
    
    
    (5,183
    )
    
    
    2,301Provision (benefit) for income taxes
    
    
    (2,161
    )
    
    
    2,171
    
    
    
    873
    
    
    
    
    
    
    
    883Net income
    
    
    1,418
    
    
    
    3,697
    
    
    
    1,486
    
    
    
    (5,183
    )
    
    
    1,418
 Unaudited Condensed Consolidating Statement of Income
 Quarter Ended March 29, 2008Issuer
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    120,331
    
    
    $
    56,120
    
    
    $
    (13,269
    )
    
    $
    163,182Cost of sales
    
    
    
    
    
    
    88,864
    
    
    
    39,789
    
    
    
    (13,269
    )
    
    
    115,384Gross profit
    
    
    
    
    
    
    31,467
    
    
    
    16,331
    
    
    
    
    
    
    
    47,798Selling, general and
administrative expenses
    
    
    
    
    
    
    15,396
    
    
    
    9,317
    
    
    
    
    
    
    
    24,713Research and development expenses
    
    
    
    
    
    
    1,062
    
    
    
    669
    
    
    
    
    
    
    
    1,731Restructuring costs
    
    
    
    
    
    
    496
    
    
    
    237
    
    
    
    
    
    
    
    733Income from operations
    
    
    
    
    
    
    14,513
    
    
    
    6,108
    
    
    
    
    
    
    
    20,621Interest expense, net
    
    
    6,754
    
    
    
    609
    
    
    
    78
    
    
    
    
    
    
    
    7,441Other non-operating (income)
expense, net
    
    
    146
    
    
    
    (155
    )
    
    
    (617
    )
    
    
    
    
    
    
    (626
    )Equity in earnings of subsidiaries
    
    
    13,062
    
    
    
    
    
    
    
    
    
    
    
    (13,062
    )
    
    
    Income from continuing operations
before income taxes
    
    
    6,162
    
    
    
    14,059
    
    
    
    6,647
    
    
    
    (13,062
    )
    
    
    13,806Provision (benefit) for income taxes
    
    
    (2,398
    )
    
    
    4,921
    
    
    
    2,326
    
    
    
    
    
    
    
    4,849Net income from continuing operations
    
    
    8,560
    
    
    
    9,138
    
    
    
    4,321
    
    
    
    (13,062
    )
    
    
    8,957Net loss from discontinued operations
    
    
    
    
    
    
    (397
    )
    
    
    
    
    
    
    
    
    
    
    (397
    )Net income
    
    $
    8,560
    
    
    $
    8,741
    
    
    $
    4,321
    
    
    $
    (13,062
    )
    
    $
    8,560
  18




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##### Table of Contents



ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 Unaudited Condensed Consolidating Statement of Cash Flows
 Year to date period ended March 28, 2009Issuer
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activitiesNet income
    
    $
    1,418
    
    
    $
    3,697
    
    
    $
    1,486
    
    
    $
    (5,183
    )
    
    $
    1,418Undistributed Equity in subsidiaries
    
    $
    (5,183
    )
    
    
    
    
    
    
    
    
    
    $
    5,183
    
    
    $
    Adjustments to reconcile net income to net
cash flows:Depreciation
    
    
    38
    
    
    
    3,103
    
    
    
    1,017
    
    
    
    
    
    
    
    4,158Amortization of intangible assets
    
    
    
    
    
    
    1,032
    
    
    
    329
    
    
    
    
    
    
    
    1,361Amortization and write-offs of deferred
loan costs
    
    
    345
    
    
    
    85
    
    
    
    
    
    
    
    
    
    
    
    430Gain on foreign currency, net
    
    
    (201
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (201
    )Accretion of debt discount and premium, net
    
    
    154
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154Other post employment benefit plan
settlement gain
    
    
    
    
    
    
    (1,467
    )
    
    
    
    
    
    
    
    
    
    
    (1,467
    )Fixed asset impairment
    
    
    
    
    
    
    749
    
    
    
    
    
    
    
    
    
    
    
    749Stock based compensation
    
    
    
    
    
    
    977
    
    
    
    
    
    
    
    
    
    
    
    977Changes in assets and liabilities:Trade receivables
    
    
    
    
    
    
    (2,872
    )
    
    
    614
    
    
    
    
    
    
    
    (2,258
    )Inventories
    
    
    
    
    
    
    7,365
    
    
    
    707
    
    
    
    
    
    
    
    8,072Accounts payable and accrued liabilities
    
    
    3,392
    
    
    
    (1,550
    )
    
    
    (2,148
    )
    
    
    
    
    
    
    (306
    )Other current assets and liabilities
    
    
    1,793
    
    
    
    (1,418
    )
    
    
    (1,914
    )
    
    
    
    
    
    
    (1,539
    )Other operating assets and liabilities
    
    
    60
    
    
    
    (56
    )
    
    
    
    
    
    
    
    
    
    
    4Net cash provided by operating activities
    
    
    1,816
    
    
    
    9,645
    
    
    
    91
    
    
    
    
    
    
    
    11,552Cash flows from investing activitiesPurchase of fixed assets
    
    
    (52
    )
    
    
    (1,442
    )
    
    
    (327
    )
    
    
    
    
    
    
    (1,821
    )Net cash used in investing activities
    
    
    (52
    )
    
    
    (1,442
    )
    
    
    (327
    )
    
    
    
    
    
    
    (1,821
    )Cash flows from financing activitiesPayments on mortgages
    
    
    
    
    
    
    
    
    
    
    (120
    )
    
    
    
    
    
    
    (120
    )Payment on capital leases
    
    
    
    
    
    
    (151
    )
    
    
    (28
    )
    
    
    
    
    
    
    (179
    )Change in affiliate debt
    
    
    9,004
    
    
    
    (7,775
    )
    
    
    (1,229
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing
activities
    
    
    9,004
    
    
    
    (7,926
    )
    
    
    (1,377
    )
    
    
    
    
    
    
    (299
    )Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    
    
    
    
    (102
    )
    
    
    
    
    
    
    (102
    )Net change in cash and cash equivalents
    
    
    10,768
    
    
    
    277
    
    
    
    (1,715
    )
    
    
    
    
    
    
    9,330Cash and cash equivalents at beginning of year
    
    
    27,134
    
    
    
    (2,702
    )
    
    
    27,640
    
    
    
    
    
    
    
    52,072Cash and cash equivalents at end of period
    
    $
    37,902
    
    
    $
    (2,425
    )
    
    $
    25,925
    
    
    $
    
    
    
    $
    61,402
  19




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##### Table of Contents



ALTRA INDUSTRIAL MOTION, INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
Amounts in thousands, unless otherwise noted
 Unaudited Condensed Consolidating Statement of Cash Flows
 Quarter ended March 29, 2008Issuer
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activitiesNet income
    
    $
    8,560
    
    
    $
    8,741
    
    
    $
    4,321
    
    
    $
    (13,062
    )
    
    $
    8,560Undistributed equity in earnings of
subsidiaries
    
    $
    (13,062
    )
    
    $
    
    
    
    $
    
    
    
    $
    13,062
    
    
    
    Adjustments to reconcile net income to
net cash flows:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation
    
    
    
    
    
    
    2,705
    
    
    
    1,400
    
    
    
    
    
    
    
    4,105Amortization of intangible assets
    
    
    
    
    
    
    1,029
    
    
    
    406
    
    
    
    
    
    
    
    1,435Amortization and write-offs of
deferred loan costs
    
    
    418
    
    
    
    181
    
    
    
    
    
    
    
    
    
    
    
    599Loss on foreign currency, net
    
    
    (171
    )
    
    
    
    
    
    
    (203
    )
    
    
    
    
    
    
    (374
    )Accretion of debt discount and
premium, net
    
    
    179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    179Loss on sale of fixed assets
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    
    
    
    
    128Stock based compensation
    
    
    416
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    416Changes in assets and liabilities:Trade receivables
    
    
    
    
    
    
    (9,125
    )
    
    
    (6,861
    )
    
    
    
    
    
    
    (15,986
    )Inventories
    
    
    
    
    
    
    687
    
    
    
    (274
    )
    
    
    
    
    
    
    413Accounts payable and accrued
liabilities
    
    
    3,449
    
    
    
    (350
    )
    
    
    2,600
    
    
    
    
    
    
    
    5,699Other current assets and liabilities
    
    
    257
    
    
    
    (1,267
    )
    
    
    (616
    )
    
    
    
    
    
    
    (1,626
    )Other operating assets and
liabilities
    
    
    (181
    )
    
    
    133
    
    
    
    377
    
    
    
    
    
    
    
    329Net cash (used in) provided by
operating activities
    
    
    (135
    )
    
    
    2,862
    
    
    
    1,150
    
    
    
    
    
    
    
    3,877Cash flows from investing activitiesPurchase of fixed assets
    
    
    
    
    
    
    (3,397
    )
    
    
    (1,097
    )
    
    
    
    
    
    
    (4,494
    )Proceeds from the sale of Electronics
    
    
    17,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,000Net cash (used in) provided by
investing activities
    
    
    17,000
    
    
    
    (3,397
    )
    
    
    (1,097
    )
    
    
    
    
    
    
    12,506Cash flows from financing activitiesPayments on senior notes
    
    
    (1,346
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,346
    )Payments on revolving credit agreement
    
    
    
    
    
    
    (1,723
    )
    
    
    
    
    
    
    
    
    
    
    (1,723
    )Payments received from Parent Company
    
    
    11,902
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,902Payments on mortgages
    
    
    
    
    
    
    
    
    
    
    (133
    )
    
    
    
    
    
    
    (133
    )Change in affiliate debt
    
    
    11,692
    
    
    
    (1,331
    )
    
    
    (10,361
    )
    
    
    
    
    
    
    Payment on capital leases
    
    
    
    
    
    
    (154
    )
    
    
    (102
    )
    
    
    
    
    
    
    (256
    )Net cash (used in) provided by
financing activities
    
    
    22,248
    
    
    
    (3,208
    )
    
    
    (10,596
    )
    
    
    
    
    
    
    8,444Effect of exchange rate changes on cash
and cash equivalents
    
    
    
    
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    228Net change in cash and cash equivalents
    
    
    39,113
    
    
    
    (3,743
    )
    
    
    (10,315
    )
    
    
    
    
    
    
    25,055Cash and cash equivalents at beginning of
year
    
    
    4,571
    
    
    
    (492
    )
    
    
    29,827
    
    
    
    
    
    
    
    33,906Cash and cash equivalents at end of period
    
    $
    43,684
    
    
    $
    (4,235
    )
    
    $
    19,512
    
    
    $
    
    
    
    $
    58,961
  20




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion of the financial condition and results of operations of Altra
Industrial Motion, Inc. should be read together with the audited financial statements of Altra
Industrial Motion, Inc. and related notes included in the Companys Annual Report on Form 10-K for
the year ended December 31, 2008. The following discussion includes forward-looking statements. For
a discussion of important factors that could cause actual results to differ materially from the
results referred to in the forward-looking statements, see Forward-Looking Statements. in the
Companys Annual Report on Form 10-K for the year ended December 31, 2008.
 General
   Business Outlook
       21




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##### Table of Contents



Critical Accounting Policies
  Recent Accounting Pronouncements
 Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions
That Are Not Orderly Recognition and Presentation of
Other-Than-Temporary Impairments Interim Disclosures about Fair Value of Financial Instruments
 Fair Value Measurements
 Business Combinations
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies,
  22




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##### Table of Contents



Determination of the Useful Life of Intangible
Assets
 Accounting for Defensive Intangible
Assets
  23




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##### Table of Contents



Results of Operations
 Quarter EndedMarch 28,
    
    
    March 29,(In thousands)
    
    2009
    
    
    2008Net sales
    
    $
    124,540
    
    
    $
    163,182Cost of sales
    
    
    92,337
    
    
    
    115,384Gross profit
    
    
    32,203
    
    
    
    47,798Gross profit percentage
    
    
    25.9
    %
    
    
    29.3
    %Selling, general and administrative expenses
    
    
    21,743
    
    
    
    24,713Research and development expenses
    
    
    1,567
    
    
    
    1,731Other post employment benefit plan settlement gain
    
    
    (1,467
    )
    
    
    Restructuring costs
    
    
    1,872
    
    
    
    733Income from operations
    
    
    8,488
    
    
    
    20,621Interest expense, net
    
    
    6,349
    
    
    
    7,441Other non-operating income, net
    
    
    (162
    )
    
    
    (626
    )Income from continuing operations before income taxes
    
    
    2,301
    
    
    
    13,806Provision for income taxes
    
    
    883
    
    
    
    4,849Income from continuing operations
    
    
    1,418
    
    
    
    8,957Net loss from discontinued operations, net of income taxes of $124
    
    
    
    
    
    
    (397
    )Net income
    
    $
    1,418
    
    
    $
    8,560
 Quarter Ended March 28, 2009 Compared with Quarter Ended March 29, 2008
 (Amounts in thousands unless otherwise noted)
 Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008
    
    
    Change
    
    
    %Net sales
    
    $
    124,540
    
    
    $
    163,182
    
    
    $
    (38,642
    )
    
    
    -23.7
    %
  Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008
    
    
    Change
    
    
    %Gross Profit
    
    $
    32,203
    
    
    $
    47,798
    
    
    $
    (15,595
    )
    
    
    -32.6
    %Gross Profit as a percent of sales
    
    
    25.9
    %
    
    
    29.3
    %
  24




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##### Table of Contents



Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008
    
    
    Change
    
    
    %Selling, general and
administrative expense
(SG&A)
    
    $
    21,743
    
    
    $
    24,713
    
    
    $
    (2,970
    )
    
    
    -12.0
    %SG&A as a percent of sales
    
    
    17.5
    %
    
    
    15.1
    %
  Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008
    
    
    Change
    
    
    %Research and development expenses (R&D)
    
    $
    1,567
    
    
    $
    1,731
    
    
    $
    (164
    )
    
    
    -9.5
    %
  Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008
    
    
    Change
    
    
    %Restructuring expenses
    
    $
    1,872
    
    
    $
    733
    
    
    $
    1,139
    
    
    
    155.4
    %
   Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008
    
    
    Change
    
    
    %Interest Expense, net
    
    $
    6,349
    
    
    $
    7,441
    
    
    $
    (1,092
    )
    
    
    -14.7
    %
  25




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##### Table of Contents



Other post employment benefit plan settlement gain
  Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008
    
    
    Change
    
    
    %Other non-operating income, net
    
    $
    (162
    )
    
    $
    (626
    )
    
    $
    464
    
    
    
    -74
    %
  Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008
    
    
    Change
    
    
    %Provision for income taxes, continuing operations
    
    $
    883
    
    
    $
    4,849
    
    
    $
    (3,966
    )
    
    
    -81.8
    %Provision for income taxes as a % of income
before taxes
    
    
    38.4
    %
    
    
    35.1
    %
  Discontinued Operations
    26




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##### Table of Contents



Liquidity and Capital Resources
 Overview
 1 4
 Net Cash
 March 28, 2009
    
    
    December 31, 2008(in thousands)Cash and cash equivalents
    
    $
    61,402
    
    
    $
    52,072
      27




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##### Table of Contents



Liquidity
 Amounts in millionsMarch 28, 2009
    
    
    
    
    
    
    December 31, 2008Debt:Revolving Credit Agreement
    
    $
    
    
    
    
    
    
    
    $
    TB Woods Credit Agreement
    
    
    6.0
    
    
    
    
    
    
    
    6.0Overdraft agreements
    
    
    
    
    
    
    
    
    
    
    9% Senior Secured Notes
    
    
    242.5
    
    
    
    
    
    
    
    242.511.25% Senior Notes
    
    
    4.7
    
    
    
    
    
    
    
    4.7Variable rate demand revenue bonds
    
    
    5.3
    
    
    
    
    
    
    
    5.3Mortgages
    
    
    2.0
    
    
    
    
    
    
    
    2.3Capital leases
    
    
    2.5
    
    
    
    
    
    
    
    2.6Total Debt
    
    $
    263.0
    
    
    
    
    
    
    $
    263.4Cash
    
    $
    61.4
    
    
    
    
    
    
    $
    52.1Net Debt
    
    $
    201.6
    
    
    
    61.3
    %
    
    $
    211.3
    
    
    
    62.3
    %Stockholders Equity
    
    $
    127.5
    
    
    
    38.7
    %
    
    $
    127.7
    
    
    
    37.7
    %Total Capitalization
    
    $
    329.1
    
    
    
    100
    %
    
    $
    339.0
    
    
    
    100
    %
        28




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##### Table of Contents



Our leverage could adversely affect our financial health and make us vulnerable to
adverse economic and industry conditions
 Contractual Obligations
   1 4
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
   
 Item 4. Controls and Procedures
      29




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##### Table of Contents



PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
   30




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##### Table of Contents



SIGNATURES
  ALTRA INDUSTRIAL MOTION, INC.May 8, 2009
    By:
    /s/ Carl R. ChristensonName:
    Carl R. ChristensonTitle:
    President and Chief Executive OfficerMay 8, 2009
    By:
    /s/ Christian StorchName:
    Christian StorchTitle:
    Vice President and Chief Financial OfficerMay 8, 2009
    By:
    /s/ Todd B. PatriaccaName:
    Todd B. PatriaccaTitle:
    Vice President of Finance, 
Assistant Treasurer and
Corporate Controller  31




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1(1)
    
    Certificate of Incorporation of the Registrant.3.2(1)
    
    Bylaws of the Registrant.31.1*
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 *
    
    Filed herewith.**
    
    Furnished herewith.(1)
    
    Incorporated by reference to Altra Industrial Motion, Inc.s Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on May 16, 2005.  32