8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC, 20549

FORM 8-K

CURRENT REPORT

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

Date of report (date of earliest event reported: May 5, 2008)

INNOPHOS HOLDINGS, INC.

(exact name of registrant as specified on their charter)

Delaware	001-33124	20-1380758
(state or other jurisdiction	(Commission File number)	(IRS Employer
of incorporation)		Identification No.)

259 Prospect Plains Road
Cranbury, New Jersey 08512

(Address of Principal Executive Office, including Zip Code)

(609) 495-2495

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

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:

¨    Written communications pursuant to Rule 425 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 8.01 Other Items.

On May 5, 2008, the registrant issued a press release announcing its financial results for the first quarter 2008 and that it will be hosting a live conference call to discuss the results. The text of the press release is filed with this report as Exhibit 99 and is incorporated by reference in response to this.

Item 9.01 Financial Statements and Exhibits

(b) Exhibits

Exhibit No.Description

       99                   Press Release dated May 5, 2008

SIGNATURES

According 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.

INNOPHOS HOLDINGS, INC.

Dated: May 5, 2008	By:	/s/ Richard Heyse
	Name:	Richard Heyse
	Title:	Vice President and Chief Financial Officer

EX-99

FOR IMMEDIATE RELEASE

INNOPHOS HOLDINGS, INC. REPORTS FIRST QUARTER 2008 RESULTS

CRANBURY, New Jersey – (May 5, 2008) – Innophos Holdings, Inc. (NASDAQ: “IPHS”), a leading specialty phosphates producer in North America, today announced its financial results for the first quarter 2008.

First Quarter Results

• Net sales for the first quarter 2008 were $162.5 million, an increase of $25.8 million, or 18.9%, as compared to $136.7 million for the same period in 2007.

• Operating income for the first quarter 2008 was $23.4 million, an increase of $13.4 million, or 134%, compared to $10.0 million for the comparable period in 2007.  Operating income in both first quarter 2008 and first quarter 2007 included certain highlighted items. The first quarter 2008 did not reflect approximately $3.6 million of gross profit from a GTSP (fertilizer co-product) export shipment delayed from March into April due to a customer’s ocean shipping logistics issues and included $2.1 million in legal fees to comply with a STPP document request subpoena from the U.S. Department of Justice (“DOJ”). The first quarter 2007 was negatively affected by a $1.4 million charge for Mexican workforce reorganization costs.< BR>

• Depreciation and amortization for the first quarter 2008, excluding deferred financing amortization expense, was $12.5 million, an increase of $0.9 million compared to $11.6 million for the first quarter of 2007.

• Net interest expense for the first quarter 2008, including deferred financing amortization expense, was $8.6 million, a decrease of $1.3 million, compared to $9.9 million for the comparable period in 2007.

• Tax expense for the first quarter 2008 was $5.3 million, an increase of $3.1 million compared to $2.2 million for the comparable period in 2007.

• Net income for the first quarter 2008 was $9.3 million, an improvement of $11.4 million compared to a net loss of $2.1 million for the same period in 2007.

• Diluted earnings per share for the first quarter 2008 were $0.43. Innophos had 20.9 million shares issued and outstanding at March 31, 2008.

• As of March 31, 2008, Innophos had $11.7 million of cash and cash equivalents. Net debt at the end of the first quarter 2008 was $386.3 million, an increase of $17.5 million from $368.8 million at December 31, 2007. This increase was due to a $14.0 million borrowing on the Company’s revolving debt needed to fund a $32.1 million increase in working capital. Capital expenditures for the first quarter 2008 were $4.1 million versus $4.6 million in the same quarter of 2007.

Randy Gress, CEO of Innophos said, “We are extremely pleased that our operating and net income, at $23.4 million and $9.3 million respectively, were the best results that we have had in our history as a public company. In order to achieve these results we have continued to focus on providing excellent customer service, assuring product supply, and improving efficiency and the strength of our supply chain. We are also anticipating and rapidly responding to the dynamic rate of change in our markets and successfully increasing prices.”

Segment Results 1Q 2008 Versus 1Q 2007

• U.S. – Year on year quarterly net sales increased 22.0% due to the impacts of higher prices across all product lines and favorable volume and mix effects on revenue in specialty salts and specialty acids which reached its highest volume level since the formation of Innophos. This record volume is due in part to increased market share resulting from commercial efforts and reduced competitive supply including imports. Operating income increased by $3.9 million from $0.7 million in the first quarter of 2007 to $4.6 million in the first quarter of 2008. This improvement was driven by higher selling prices which exceeded higher raw material, energy and freight costs and increased operating expenses primarily fr om $2.1 million of legal fees incurred to satisfy the DOJ STPP antitrust investigation document request subpoena.

• Mexico – Net sales increased 16.7% for the quarter versus the comparable quarter 2007 due to higher prices across all product lines, but most significantly in STPP and Other Products, which exceeded lower volume and mix effects on revenue, again most significantly in STPP and Other Products. Volume was lower primarily due to a GTSP export shipment delayed into April because of a customer’s ocean shipping logistics issues and lower GTSP production for the quarter due to rock supply interruptions due to port congestion and other logistics issues in Morocco. Operating income increased by $9.5 million, from $8.0 million in the first quarter of 2007 to $17.5 million in the first quarter of 2008, driven by higher selling prices which exceeded higher raw material, energy and freight costs. Included in 2007 operating income was $1.4 million of unusual expense related to the Mexican workforce reorganization.

• Canada – Net sales increased 3.9% for the quarter versus the same quarter 2007 due to higher selling prices which exceeded lower volume and mix effects on revenue. Operating income remained flat at $1.4 million for both quarters.

2008 Market Outlook

Market prices of phosphate rock and sulfur, two primary raw materials used in the production of specialty phosphates, have increased substantially over the last several quarters. If current raw material market price levels for phosphate rock and sulfur are sustained throughout 2008 into early 2009, the Company currently estimates that annual raw material costs will increase by an amount equivalent to approximately 50-60% of 2007 annual sales by the second quarter 2009, as compared to the Innophos cost structure at the end of 2007. Approximately half of this cost increase is expected to occur during 2008, the balance is expected to occur in the first quarter of 2009.

Historically, Innophos has successfully recovered raw material, energy, and other cost increases through price increases. During the fourth quarter of 2007, the company implemented price increases in all its product lines, most of which became effective January 1, 2008. Innophos also implemented price increases in February and April 2008. The company has also recently announced additional price increases to be implemented through June 2008. These price increases are for the most part expected to be realized by July 2008 and are expected to allow Innophos to meet or exceed the near term increases in raw material costs estimated above. During 2008 management therefore expects price increases will be achieved ahead of realized cost increases by a material amount.

While the Company cannot guarantee that these measures will succeed, to date marketplace acceptance rates for these increases have been high. In light of recent market volatility, it is possible that raw material costs may continue to increase, and that additional price increases or employment of other measures may be necessary to recover those additional cost increases. Finally, as Innophos raises prices, it is possible that demand for its products may decline to the extent its customers reformulate their products or otherwise reduce purchases.

Randy Gress commented, “We benefit from a flexible production infrastructure that allows us to adjust to customer demand shifts in the current environment. Innophos’ infrastructure and staff are equipped to respond to these conditions. Nonetheless, our overall mission remains the same: to deliver quality products and lead in specialty phosphate production and customer service. Through price actions and operating improvements, we expect to again expand operating profit and margins in 2008, in addition to what we accomplished in 2007.”

This news release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of Innophos Holdings, Inc., nor shall there be any offer, solicitation or sale of securities in any state in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state.

About Innophos Holdings, Inc.

Innophos Holdings, Inc. (www.innophos.com), the holding company for a leading North American manufacturer of specialty phosphates, serves a diverse range of customers across multiple applications, geographies and channels. Innophos offers a broad suite of products used in a wide variety of food and beverage, consumer products, pharmaceutical and industrial applications. Innophos' market-leading positions derive from its experience and dedication to customer service and innovation. Headquartered in Cranbury, New Jersey, Innophos has manufacturing operations in Nashville, TN; Chicago Heights, IL; Chicago (Waterway), IL; Geismar, LA; Port Maitland, ON (Canada); and Coatzacoalcos, Veracruz and Mission Hills, Guanajuato (Mexico). ’IPHS-G’

SOURCE Innophos Holdings, Inc.

###

Financial Tables Follow

Innophos Holdings, Inc.	Breakstone Group
Investor Relations: (609) 366-1299	Maura Gedid / Barbara Cano
investor.relations@innophos.com	646-452-2335 / 2334

Conference Call Details

The conference call is scheduled for Tuesday, May 6, 2008 at 10:00 a.m. EST and can be accessed by dialing 888-713-4213 (U.S.) or 617-213-4865 (International) and entering passcode 60890029. A replay will be available between 12:00 pm EST on May 6 and 11:59 pm EST on May 13. The replay is accessible by dialing 888-286-8010 (U.S.) or 617-801-6888 (international) and entering passcode 75657752. Please dial in approximately 15 minutes ahead of the start time to ensure timely entry to the call.

Forward Looking Statements

Safe Harbor for Forward-Looking and Cautionary Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. As such, final results could differ from estimates or expectations due to risks and uncertainties, including but not limited to: incomplete or preliminary information; changes in government regulations and policies; continued acceptance of Innophos’ products and services in the marketplace; competitive factors; technological changes; Innophos' dependence upon first-party suppliers; and other risks. For any of these factors, Innophos claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended.

Summary Profit & Loss Statement – First Quarter
INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Operations (Unaudited)
(Dollars in thousands, except per share amounts)
				Three months ended				Three months ended
				March 31,				March 31,
				2008				2007
Net sales		$	162,538			$	136,680
Cost of goods sold				121,831				115,698
Gross profit				40,707				20,982
Operating expenses:
Selling, general and administrative				16,769				10,413
Research & development expenses				510				542
Total operating expenses				17,279				10,955
Operating income				23,428				10,027
Interest expense, net				8,620				9,921
Foreign exchange loss (gain)				290				(134	)
Other (income) expense, net				(80	)			58
Income before income taxes				14,598				182
Provision for income taxes				5,342				2,250
Net income (loss)	………………………$			9,256		$	(2,068		)
Dividends paid per share of common stock		$	0.17			$	0.11
Dividends declared per share of common stock		$	0.17			$	0.17

Segment Reporting – First Quarter

The company reports its operations in three segments—United States, Mexico and Canada, each of which sells the entire portfolio of products. The primary performance indicators for the chief operating decision maker are sales and operating income, with sales on a ship-from basis. The following table sets forth the historical results of these indicators by segment:

			Three months ended			Three months ended
			March 31,			March 31,
			2008			2007		Net Sales % Change
Segment Net Sales
United States	$	92,850			$	76,127		22.0	%
Mexico			61,884			53,039		16.7	%
Canada			7,804			7,514		3.9	%
Total	$	162,538			$	136,680		18.9	%
Segment Operating Income
United States	$	4,564			$	652
Mexico			17,510			7,953
Canada			1,354			1,422
Total	$	23,428			$	10,027
Segment Operating Income % of net sales
United States			4.9	%		0.9	%
Mexico			28.3	%		15.0	%
Canada			17.4	%		18.9	%
Price / Volume – First Quarter

The following table illustrates for the three months ended March 31, 2008 the percentage changes in net sales by reportable segment compared with the same period of the prior year, including the effect of price and volume/mix changes upon revenue:

	Price		Volume/Mix		Total
United States	14.0	%	8.0	%	22.0	%
Canada	16.8	%	(12.9	%)	3.9	%
Mexico	54.5	%	(37.8	%)	16.7	%

The following table illustrates for the three months ended March 31, 2008 the percentage changes in net sales by major product lines compared with the same period of the prior year, including the effect of price and volume/mix changes upon revenue:

	Price		Volume/Mix		Total
Purified Phosphoric Acid	30.6	%	(3.4	%)	27.2	%
Speciality Salts and Specialty Acids	10.3	%	11.2	%	21.5	%
STPP and Other Products	65.0	%	(57.6	%)	7.4	%

Summary Cash Flow Statement
INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
		Three months ended			Three months ended
		March 31,			March 31,
		2008			2007
Cash flows from operating activities
Net income (loss)	$	9,256		$	(2,068	)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization		12,541			11,565
Amortization of deferred financing charges		683			822
Deferred income tax benefit		(631	)		(1,078	)
Deferred profit sharing		190			31
Stock-based compensation		401			231
Changes in assets and liabilities:
Increase in accounts receivable		(8,743	)		(3,617	)
Increase in inventories		(16,890	)		(193	)
Decrease/(increase) in other current assets		2,383			(2,531	)
Decrease in accounts payable		(1,866	)		(385	)
Decrease in other current liabilities		(7,029	)		(4,278	)
Changes in other long-term assets and liabilities		(104	)		(431	)
Net cash used in operating activities		(9,809	)		(1,932	)
Cash flows from investing activities:
Capital expenditures		(4,086	)		(4,625	)
Net cash used for investing activities		(4,086	)		(4,625	)
Cash flows from financing activities:
Proceeds from exercise of stock options		31			750
Principal payments of term-loan		(500	)		(8,000	)
Revolver Borrowing		14,000			-
Dividends paid		(3,551	)		(2,275	)
Net cash provided from (used for) financing activities		9,980			(9,525	)
Net change in cash		(3,915	)		(16,082	)
Cash and cash equivalents at beginning of period		15,661			31,760
Cash and cash equivalents at end of period	$	11,746		$	15,678

Summary Balance Sheets
INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands)
		March 31, 2008		December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	11,746	$	15,661
Accounts receivable - trade		68,822		60,079
Inventories		95,618		78,728
Other current assets		16,001		18,384
Total current assets		192,187		172,852
Property, plant and equipment, net		253,488		260,563
Goodwill		47,268		47,268
Intangibles and other assets, net		60,588		62,016
Total assets	$	553,531	$	542,699
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt	$	58,026	$	1,328
Accounts payable, trade and other		34,578		36,444
Other current liabilities		38,351		45,380
Total current liabilites		130,955		83,152
Long-term debt		339,974		383,172
Other long-term liabilities		31,640		31,671
Total liabilities		502,569		497,995
Total stockholders' equity		50,962		44,704
Total liabilities and stockholders' equity	$	553,531	$	542,699

Additional Information

It should be noted the unusual expense items discussed are not considered extraordinary under United States generally accepted accounting principles, or USGAAP. They have been presented here to exclude the impact of certain unusual expense items on Innophos’ results. The Company believes these measures are reflective of how management views Innophos’ operations, provide transparency to investors, and enable period-to-period comparability of financial performance.

Net debt is a supplemental financial measure that is not required by, or presented in accordance with, USGAAP. The Company believes net debt is helpful in analyzing leverage and as a performance measure for purposes of presentation in this release. The Company defines net debt as total debt less cash and cash equivalents.