AIMC_6.30.14

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)




ALTRA INDUSTRIAL MOTION CORP. (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):



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



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



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



	¨	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 July 24, 2014, Altra Industrial Motion Corp. (“the Company”) announced certain unaudited financial results for the second quarter ended June 30, 2014. A copy of the announcement is attached hereto as Exhibit 99.1, which is incorporated by reference herein. On June 24, 2014, the Company will hold a conference call with investors to discuss unaudited 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.



Item 9.01	Financial Statements and Exhibits



99.1		Press release of Altra Industrial Motion Corp., dated July 24, 2014.

99.2		Charts to be used during the investor conference call on July 24, 2014.



EXHIBIT INDEX

99.1		Press release of Altra Industrial Motion Corp., dated July 24, 2014.

99.2		Charts to be used during the investor conference call on July 24, 2014.

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 INDUSTRIAL MOTION CORP.

/s/ Carl R. Christenson
Name:		Carl R. Christenson
Title:		Chief Executive Officer

Altra Reports Second-Quarter 2014 Results

Achieved Net Income Growth of 20% and Record Quarterly Revenues

BRAINTREE, Mass., July 24, 2014 -- Altra Industrial Motion Corp. (Nasdaq:AIMC), a global manufacturer and marketer of electromechanical power transmission and motion control products, today announced unaudited financial results for the second quarter ended June 30, 2014.

Financial Highlights

Second-quarter 2014 net sales were $215.2 million, compared with $181.1 million in the second quarter of 2013, an increase of 18.8%. Excluding the impact of the Svendborg acquisition, second-quarter sales were $192.7 million, an increase of 6.4% from the same quarter of 2013.

Second-quarter net income was $12.8 million, or $0.46 per diluted share, compared with $10.7 million, or $0.40 per diluted share, in the second quarter of 2013. Non-GAAP net income in Q2 2014 increased to $13.1 million, or $0.48 per diluted share, from $10.9 million, or $0.41 per diluted share, a year ago.*

During the quarter ended June 30, 2014, the average price of the Company's common stock exceeded the current per share conversion price of the Company's Convertible Notes. This resulted in an incremental 705,000 shares being included in the diluted weighted average common shares outstanding, causing a $0.02 reduction in diluted net income per share.

Reconciliation of Non-GAAP Net Income*:

Free cash flow for the first six months of 2014 reached an all-time high of $26.8 million, up 16.5% from the prior-year period.*

During the second quarter, the Company announced its share repurchase program and repurchased approximately 82,000 shares of stock.

"Second-quarter revenue and earnings were strong compared with a year ago," said Carl Christenson, Altra CEO . “The majority of our end markets improved when compared with a year ago, while mining is the one notable exception and continues to be quite weak. We saw growth in nearly all geographies and are particularly pleased with growth we experienced in North America.”

“Given the robust topline, our earnings performance would have been even stronger were it not for two significant supplier issues and higher than expected healthcare cost,” said Christenson. “Our profit improvement initiatives remain on track and are contributing to margins as we expected. Operationally, we feel very good about the traction we are seeing in our lean initiatives and are beginning to see improved inventory turns. Given the supplier issues, the healthcare costs and the anticipated continued dilutive effect of the Convertible Notes, we are lowering our EPS guidance for 2014 while maintaining our revenue guidance.”

Altra is maintaining its previous revenue guidance for 2014 in the range of $800 to $825 million. The Company is reducing its non-GAAP diluted EPS guidance for 2014 to $1.75 to $1.85. The Company is maintaining its expectation that its tax rate for the full year will be approximately 31% to 33% before discrete items and that capital expenditures will be in the range of $28 to $30 million. Altra is revising its expectation with respect to depreciation and amortization and now expects that it will be in the range of $32 to $34 million.*

The Company will host an investor conference call to discuss its second-quarter financial results today, July 24, 2014, at 5:00 PM ET. The public is invited to listen to the conference call by dialing (877) 407-8293 domestically or (201) 689-8349 for international access and asking to participate in the ALTRA conference call. A live webcast of the call will be available in the "Investor Relations" section of www.altramotion.com. Individuals may download charts that will be used during the call at www.altramotion.com under "Events & Presentations" in the "Investor Relations" section. The charts will be available after earnings are released. A replay of the recorded conference call will be available at the conclusion of the call on July 24, through midnight on August 7, 2014. To listen to the replay, dial (877) 660-6853 domestically or (201) 612-7415 for international access (conference ID # 13587146). A webcast replay also will be available at www.altramotion.com.

About Altra Industrial Motion Corp.

Altra Industrial Motion Corp., through its subsidiaries, is a leading global designer, producer and marketer of a wide range of electromechanical power transmission products. The Company brings together strong brands covering over 40 product lines with production facilities in 11 countries. Altra's leading brands include Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Kilian Manufacturing, Lamiflex Couplings, Marland Clutch, Matrix, Nuttall Gear, Stieber Clutch, Svendborg Brakes, TB Wood's, Twiflex, Warner Electric, Warner Linear, and Wichita Clutch. AIMC-E

The Altra Industrial Motion Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4038.

* Discussion of Non-GAAP Financial Measures

As used in this release and the accompanying slides posted on the Company's website, non-GAAP diluted earnings per share, non-GAAP income from operations and non-GAAP net income are each calculated using either net income or income from operations that excludes acquisition related costs, restructuring costs, and other income or charges that management does not consider to be directly related to the Company's core operating performance. Non-GAAP diluted earnings per share is calculated by dividing non-GAAP net income by GAAP weighted average shares outstanding (diluted). Non-GAAP free cash flow is calculated by deducting purchases of property, plant and equipment from net cash flows from operating activities. Non-GAAP operating working capital is calculated by deducting accounts payable from net trade receivables plus inventories.

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

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 relating to the Company's progress on margin initiatives, lean activities, and inventory turns, the Company's views and assessment of end market conditions and industrial demand, the impact of certain future costs on earnings, the

Company’s expectations on the continued dilutive effect of the Convertible notes, the Company's unaudited 2014 financial information, and the Company's guidance for full year 2014.

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) risks associated with a disruption to our supply chain, (8) fluctuations in the costs of raw materials used in our products, (9) product liability claims, (10) work stoppages and other labor issues, (11) changes in employment, environmental, tax and other laws and changes in the enforcement of laws, (12) loss of key management and other personnel, (13) changes in pension and retirement liabilities, (14) risks associated with compliance with environmental laws, (15) the ability to successfully execute, manage and integrate key acquisitions and mergers, (16) failure to obtain or protect intellectual property rights, (17) risks associated with impairment of goodwill or intangibles assets, (18) failure of operating equipment or information technology infrastructure, (19) risks associated with our debt leverage and operating covenants under our debt instruments, (20) risks associated with restrictions contained in our Convertible Notes and Credit Facility, (21) risks associated with compliance with tax laws, (22) risks associated with the global recession and volatility and disruption in the global financial markets, (23) risks associated with implementation of our new ERP system, (24) risks associated with the Bauer, Lamiflex and Svendborg acquisitions and integration and other acquisitions, (25) risks associated with the Company's investment in a new manufacturing facility in China, (26) risks associated with certain minimum purchase agreements we have with suppliers, (27) risks associated with our exposure to variable interest rates and foreign currency exchange rates, (28) risks associated with interest rate swap contracts, (29) risks associated with the potential dilution of our common stock as a result of our convertible notes, (30) risks associated with our exposure to renewable energy markets, (31) risks related to regulations regarding conflict minerals, and (32) 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 Industrial Motion Corp. does not intend to, update or alter its forward looking statements, whether as a result of new information, future events or otherwise. AIMC-E

Altra Industrial Motion Corp.

Christian Storch, Chief Financial Officer

Christian.storch@altramotion.com

Second-Quarter 2014 Results July 24, 2014 5:00 PM ET Dial In Number 877-407-8293 Domestic 201-689-8349 International Webcast at www.altramotion.com Replay Number Through August 7, 2014 877-660-6853 Domestic 201-612-7415 International Conference ID: # 13587146 Webcast Replay at www.altramotion.com

Safe Harbor Statement 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 relating to the Company's progress on margin initiatives, lean activities, and inventory turns, the Company's views and assessment of end market conditions and industrial demand, the impact of certain future costs on earnings, the Company’s expectations on the continued dilutive effect of the Convertible notes, the Company's unaudited 2014 financial information, and the Company's guidance for full year 2014. • 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) risks associated with a disruption to our supply chain, (8) fluctuations in the costs of raw materials used in our products, (9) product liability claims, (10) work stoppages and other labor issues, (11) changes in employment, environmental, tax and other laws and changes in the enforcement of laws, (12) loss of key management and other personnel, (13) changes in pension and retirement liabilities, (14) risks associated with compliance with environmental laws, (15) the ability to successfully execute, manage and integrate key acquisitions and mergers, (16) failure to obtain or protect intellectual property rights, (17) risks associated with impairment of goodwill or intangibles assets, (18) failure of operating equipment or information technology infrastructure, (19) risks associated with our debt leverage and operating covenants under our debt instruments, (20) risks associated with restrictions contained in our Convertible Notes and Credit Facility, (21) risks associated with compliance with tax laws, (22) risks associated with the global recession and volatility and disruption in the global financial markets, (23) risks associated with implementation of our new ERP system, (24) risks associated with the Bauer, Lamiflex and Svendborg acquisitions and integration and other acquisitions, (25) risks associated with the Company's investment in a new manufacturing facility in China, (26) risks associated with certain minimum purchase agreements we have with suppliers, (27) risks associated with our exposure to variable interest rates and foreign currency exchange rates, (28) risks associated with interest rate swap contracts, (29) risks associated with the potential dilution of our common stock as a result of our convertible notes, (30) risks associated with our exposure to renewable energy markets, (31) risks related to regulations regarding conflict minerals, and (32) 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 Industrial Motion Corp. does not intend to, update or alter its forward looking statements, whether as a result of new information, future events or otherwise. 1

Second-Quarter 2014 Highlights • Earnings increased 19.7% to $12.8 million. Non-GAAP earnings increased 20% to $13.1 million, or $0.48 per diluted share, during the quarter * • The Convertible Notes were dilutive $0.02 per share in the second quarter • Record quarterly revenues of $215.2 million for the quarter • Free cash flows for the first six months of 2014 reached an all-time high of $26.8 million, up 16.5% from the prior year * • Supplier issues and higher than expected healthcare costs negatively impacted the quarter by $0.03 per share • Svendborg acquisition contributes as expected to the bottom line • Announced acquisition of Guardian Industries on July 1 2

End Market Review • Sales at Distribution were up significantly from the second quarter of 2013 • Record sales quarter for Turf and Garden market • Ag market beginning to slow • Materials handling market is strong compared to the second quarter of 2013 • Power generation improved modestly while drilling activity and wind energy remained strong • Metals market improved while mining remains very weak 3

Second-Quarter 2014 Financial Highlights QTD QTD Q2 2014 Q2 2013 $ Change % Change Net Sales $215.2 $181.1 $34.1 18.8% Gross Profit $66.5 $54.4 $12.1 22.2% % of Revenues 30.9% 30.0% SG&A $40.5 $32.6 $7.9 24.2% % of Revenues 18.8% 18.0% Income from operations $22.0 $18.3 $3.7 20.2% % of Revenues 10.2% 10.1% Net Income $12.8 $10.7 $2.1 19.7% % of Revenues 5.9% 5.9% Earnings Per Share: Diluted $0.46 $0.40 $0.06 15.0% Weighted Average Common Shares Outstanding: Diluted 27,546 26,751 3.0% ($ millions) 4

Non-GAAP Measures Non-GAAP Net Income (amounts in millions) Q2 2014 Q2 2013 Reported Net Income $12.8 $10.7 Restructuring costs - 0.2 Acquisition related expenses 0.5 0.1 Tax impact of above adjustments (0.1) (1) (0.1) (2) Non-GAAP net income $13.1 $10.9 Non-GAAP diluted earnings per share $0.48 $0.41 (1) tax impact is calculated by multiplying the estimated effective tax rate, 31.2% by the above items (2) tax impact is calculated by multiplying the estimated effective tax rate, 31.3% by the above items Non-GAAP Operating Income (amount in millions) Q2 2014 Q2 2013 Reported Income from Operations $22.0 $18.3 Restructuring costs - 0.2 Acquisition related expenses 0.5 0.1 Non-GAAP income from operations $22.4 $18.6 5 YTD Free Cash Flow (amounts in millions) 2014 2013 $37.7 $33.0 (10.9) (10.0) Free cash flow $26.8 $23.0 Purchase of property, plant and equipment Net Cash flow s from operating activities

Balance Sheet Highlights Q2 2014 Q2 2013 Cash $69.2 $61.5 Debt: Convertible Senior Notes 85.0 85.0 Revolving Credit Facility 40.0 40.0 Term Loan Facility 150.1 96.3 Equipment Loan 5.8 2.8 Capitalized Leases and other - 0.2 Mortgages 0.5 0.8 Total Debt $281.3 $225.0 Total Debt less Cash $212.1 42.5% $163.5 40.0% Shareholders' Equity $287.1 57.5% $245.3 60.0% Shareholders' Equity plus Debt, less Cash $499.2 100.0% $408.8 100.0% 6

Second-Quarter 2014 Operating Working Capital Balance Sheet (amounts in millions) Reconciliation of Operating Working Capital: Q2 2014 ⁺ Q1 2014 ⁺ Q4 2013 ⁺ Q3 2013 Q2 2013 Accounts Receivable 125.4$ 120.7$ 109.1$ 99.8$ 99.2$ Inventories 136.3 139.7 143.7 120.6 119.9 Accounts Payable (53.3) (52.5) (51.2) (47.5) (45.2) Operating Working Capital 208.4$ 207.9$ 201.6$ 172.9$ 173.9$ ⁺ Operating Working Capital includes Svendborg 7

2014 Outlook • $800 - $825 Million in sales • $1.75 - $1.85 Non-GAAP diluted earnings per share * • $28 - $30 Million in capital expenditures • $32 - $34 Million in depreciation and amortization • Tax rate approximately 31% - 33% before discrete items 8

Summary • Lean activities are yielding improved inventory turns • SAP implementation nearing the end • Profit improvement plans are making steady progress • Svendborg acquisition integration is proceeding well and it continues to be accretive to earnings • Emerging geographies continue to play an important role in our growth strategy 9

Discussion of Non-GAAP Measures * As used in this release and the accompanying slides posted on the Company's website, non-GAAP diluted earnings per share, non-GAAP income from operations and non-GAAP net income are each calculated using either net income or income from operations that excludes acquisition related costs, restructuring costs, and other income or charges that management does not consider to be directly related to the Company's core operating performance. Non-GAAP diluted earnings per share is calculated by dividing non-GAAP net income by GAAP weighted average shares outstanding (diluted). Non-GAAP free cash flow is calculated by deducting purchases of property, plant and equipment from net cash flows from operating activities. Non-GAAP operating working capital is calculated by deducting accounts payable from net trade receivables plus inventories. Altra believes that the presentation of non-GAAP net income, non-GAAP income from operations, non- GAAP diluted earnings per share, non-GAAP free cash flow and non-GAAP operating working capital provides important supplemental information to management and investors regarding financial and business trends relating to the Company's financial condition and results of operations. 10