8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) May 16, 2017

INNOPHOS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33124	20-1380758
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
259 Prospect Plains Road, Cranbury, New Jersey		08512
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		609-495-2495
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 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))
	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
□	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    □

Item 2.02 Results of Operations and Financial Condition.

On May 16, 2017, the Registrant issued a press release publicizing its 2016 quarterly segment results according to the new operating segments implemented by the Registrant in the first quarter of 2017. The text of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference in response to this item. The changes in the segment structure affect only the manner in which the results for the segments were previously reported. The revised information does not represent a restatement of previously issued financial statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished with this report:

Exhibit No.	Description
99.1	Press Release dated May 16, 2017.

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.
May 16, 2017	By:	/s/ Joshua Horenstein
	Name:	Joshua Horenstein
	Title:	Vice President, Chief Legal Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 16, 2017.

EX-99.1

                    FOR IMMEDIATE RELEASE

INNOPHOS HOLDINGS, INC. RELEASES 2016 QUARTERLY RESULTS REFLECTING PREVIOUSLY ANNOUNCED NEW OPERATING SEGMENTS

CRANBURY, New Jersey – (May 16, 2017) – Innophos Holdings, Inc. (NASDAQ: IPHS), today publicized its 2016 quarterly segment results according to the new operating segments that were implemented in the first quarter of 2017.

“The new operating segments, which include Food, Health & Nutrition (FHN), Industrial Specialties (IS) and Other, more accurately reflect the underlying business dynamics and align with the new strategic direction of the Company,” said Han Kieftenbeld, Senior Vice President and Chief Financial Officer.

Through the fiscal year ended December 31, 2016, the Company's business was reported in three operating segments: Specialty Phosphates US & Canada, Specialty Phosphates Mexico and GTSP & Other. Changes in the Company's strategic direction to be a market focused organization prompted the Company to change its operating segments to FHN, IS and Other. The Company began to report results under the new operating segments with the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

To assist investors in making comparisons of financial information for current and future periods with financial information from prior periods, the Company is furnishing certain unaudited historical segment information for the fiscal year and related quarters of 2016, revised to reflect the Company’s new operating segment structure. The changes in the segment structure affect only the manner in which the results for the operating segments were previously reported. The Company’s new segment structure has no impact on the Company’s previously reported consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated balance sheets, consolidated statements of equity and consolidated statements of cash flows. The revised information does not represent a restatement of previously issued financial statements.

About the Company

Innophos is a leading international producer of specialty ingredient solutions that deliver far-reaching, versatile benefits for the food, health, nutrition and industrial markets. We leverage our expertise in the science and technology of blending and formulating phosphate, mineral and botanical based ingredients to help our customers offer products that are tasty, healthy, nutritious and economical. Headquartered in Cranbury, New Jersey, Innophos has manufacturing operations across the United States, in Canada, Mexico and China. For more information, please visit www.innophos.com. 'IPHS-G'

SOURCE Innophos Holdings, Inc.

Contacts

Investors: Mark Feuerbach, 609-366-1204 or investor.relations@innophos.com

Media: Ryan Flaim, Sharron Merrill Associates, 617-542-5300 or IPHS@investorrelations.com

###

Financial Tables Follow

INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES
2016 Quarterly Segment Information (Unaudited)
(Dollars In thousands)
Segment Net Sales	1Q 2016	2Q 2016 *	3Q 2016 *	4Q 2016 *	FY 2016	1Q 2017
Food, Health and Nutrition	$98,412	$94,662	$93,586	$90,012	$376,672	$91,083
Industrial Specialties	74,555	71,912	70,124	61,693	278,284	63,672
Other	16,663	15,314	22,327	16,085	70,389	11,189
Total	$189,630	$181,888	$186,037	$167,790	$725,345	$165,944
Segment EBITDA
Food, Health and Nutrition	$19,933	$19,744	$19,649	$18,802	$78,128	$15,624
Industrial Specialties	9,561	10,136	10,237	6,095	36,029	9,521
Other	1,312	(1,556)	1,942	(389)	1,309	898
Total	$30,806	$28,324	$31,828	$24,508	$115,466	$26,043
Segment EBITDA % of net sales
Food, Health and Nutrition	20.3%	20.9%	21.0%	20.9%	20.7%	17.2%
Industrial Specialties	12.8%	14.1%	14.6%	9.9%	12.9%	15.0%
Other	7.9%	(10.2)%	8.7%	(2.4)%	1.9%	8.0%
Total	16.2%	15.6%	17.1%	14.6%	15.9%	15.7%
Segment Adjusted EBITDA
Food, Health and Nutrition	$20,385	$20,476	$20,284	$19,359	$80,504	$16,561
Industrial Specialties	9,742	10,670	10,555	6,554	37,521	10,244
Other	1,131	(1,175)	3,365	357	3,679	898
Total	$31,258	$29,971	$34,204	$26,270	$121,704	$27,703
Segment Adjusted EBITDA % of net sales
Food, Health and Nutrition	20.7%	21.6%	21.7%	21.5%	21.4%	18.2%
Industrial Specialties	13.1%	14.8%	15.1%	10.6%	13.5%	16.1%
Other	6.8%	(7.7)%	15.1%	2.2%	5.2%	8.0%
Total	16.5%	16.5%	18.4%	15.7%	16.8%	16.7%
Depreciation and amortization expense
Food, Health and Nutrition	$4,791	$5,252	$5,802	$4,424	$20,269	$5,722
Industrial Specialties	3,059	3,538	2,957	3,091	12,645	3,372
Other	1,432	492	1,284	1,357	4,565	487
Total	$9,282	$9,282	$10,043	$8,872	$37,479	$9,581
* The interim financial information identified above for 2Q 2016 through 4Q 2016 has not yet been reviewed by
our Independent Registered Public Accounting Firm in accordance with standards established by the PCAOB.

INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES
2016 Quarterly Adjusted EBITDA Reconciliation to Net Income (Unaudited)
(Dollars In thousands)
	1Q 2016	2Q 2016	3Q 2016	4Q 2016	FY 2016	1Q 2017
Net Income	$12,842	$12,104	$13,643	$9,382	$47,971	$10,923
Interest expense, net	1,799	1,913	1,915	2,042	7,669	1,353
Provision for income taxes	6,883	5,025	6,227	4,212	22,347	4,186
Depreciation & amortization	9,282	9,282	10,043	8,872	37,479	9,581
EBITDA	30,806	28,324	31,828	24,508	115,466	26,043
Adjustments
Non-cash stock compensation	534	1,292	758	493	3,077	717
Translation (income) expense	(39)	355	110	684	1,111	(57)
Severance/Restructuring (income) expense	(43)	0	1,508	0	1,465	1,000
Operating expenses related to refinancing	0	0	0	585	585	0
Adjusted EBITDA	$31,258	$29,971	$34,204	$26,270	$121,704	$27,703
Percent of Sales	16.5%	16.5%	18.4%	15.7%	16.8%	16.7%

Additional Information

EBITDA and adjusted EBITDA are supplemental financial measures that are not required by, or presented in accordance with, US GAAP. The Company believes EBITDA and adjusted EBITDA are helpful in analyzing the cash flow generating capability of the business and as performance measures for purposes of presentation in this release.