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) November 1, 2018 (October 29, 2018)

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 1.01 Entry into a Material Definitive Agreement.

On October 29, 2018, Innophos, Inc., an indirect, wholly-owned subsidiary of the Registrant (“Innophos”), and EURO MAROC PHOSPHORE (Emaphos) (“Emaphos”) entered into a Purified Phosphoric Acid (PPA) Supply Contract (“Supply Agreement”) pursuant to which Emaphos will sell and deliver, and Innophos will purchase and receive, purified wet phosphoric acid, subject to the terms and conditions contained in the PPA Supply Agreement.

The initial term of the Supply Agreement runs through December 31, 2019. Innophos may thereafter extend the term for additional one-year periods upon written notice to Emaphos for approval at least ninety (90) days prior to the then current termination date. Either party may terminate the Supply Agreement after the initial term upon one (1) year’s notice to the other party.

The foregoing description of the Supply Agreement is qualified in its entirety by the full text of the Supply Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.02 Results of Operations and Financial Condition.

On November 1, 2018, the Registrant issued a press release announcing its financial results for the third quarter of 2018 and that it will be hosting a live conference call to discuss the results. The text of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference in response to this Item 2.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed or furnished (as indicated) with this report:

Exhibit No.	Description
10.1*	Purified Phosphoric Acid (PPA) Supply Contract between Innophos, Inc. and EURO MAROC PHOSPHORE (Emaphos) (filed)
99.1	Press Release (furnished)

• Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

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.
November 1, 2018	By:	/s/ Joshua Horenstein
	Name:	Joshua Horenstein
	Title:	Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary

EX-10.1

Exhibit 10.1

Confidential Treatment Requested by Innophos Holdings, Inc.

Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

PURIFIED PHOSPHORIC ACID (PPA) SUPPLY CONTRACT

This SUPPLY CONTRACT (including the General Terms and Conditions and each exhibit attached hereto, this “Contract”), dated as of January 1, 2018 (the “Effective Date”), is entered into by and between Innophos, Inc., a Delaware corporation (File No. 3829471) (the “Buyer”), EURO MAROC PHOSPHORE (Emaphos), a joint venture incorporated under the laws of Morocco and having its registered office at 2 Rue Al Abtal, Hay Erraha, 20200 Casablanca, Morocco (Registration No. 82423) (the “Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and together as the “Parties.”

1. Term of Agreement: The t erm of this Contract shall commence on the Effective Date and run through December 31, 2019 (the “Initial Term”), provided that the Term may be extended for additional one-year periods by Buyer upon written notice to Seller for approval at least ninety (90) days prior to the then current termination date (such additional one-year periods, together with the Initial Term, the “Term”). Either Party may terminate this Contract after the Initial Term upon one (1) year’s notice to the other Party.

2. Product: The Seller agrees to sell to Buyer, and the Buyer agrees to purchase from Seller, food grade Purified Wet Phosphoric acid (PPA) (the “Product”) upon the terms and conditions set forth in this Contract.

3. Specifications: See Exhibit A (the “Specifications”).

4. Pricing: (i) The price for Product meeting the Specifications for Q1 2018 is: [***] US Dollars (US$ [***]) per metric ton of P2O5 included in the Product.

(ii) Pricing will be negotiated quarterly for the Initial Term. The Parties shall discuss pricing for the subsequent quarter at least thirty (30) days prior to the start of such quarter. If no agreement is reached, the price for the quarter will be based on the formula outlined in Exhibit B.    

5. Delivery Terms: FOB (Incoterms 2010), Jorf Lasfar Port (Morocco)

6. Payment Terms: Net 30 days

7. Volumes: Buyer may purchase Products from time to time by issuing one or more purchase orders to Seller.    Each such purchase order shall be governed by the terms of this Contract (unless the Parties expressly agree in writing otherwise).

Buyer’s estimate of its annual volume requirements of Products is approximately [***] metric tons of P2O5 (5% MOLOO) included in Product per year during the Initial Term. Buyer will provide an estimate of its estimated annual Product volume requirements for each subsequent year during the Term at least ninety (90) days prior to the start of each such year (to be sent no later than October for budget purposes). The Seller will confirm to Buyer the feasibility of the requirement within thirty (30) days of its receipt of Buyer’s estimate. Volume will be evenly spread over the year unless otherwise agreed between the parties.

Buyer shall provide to Seller a firm commitment Product volume nomination for the six-month period starting on the Effective Date and each subsequent six-month period during the Term. Estimated cargo size per vessel to be loaded will be 3,500 metric tons of P2O5 (5% MOLOO) included in Product.    Buyer will provide its six-month Product volume nomination for each subsequent six-month period during the Term at least thirty (30) days prior to the start of each such six-month period. Seller shall supply 100% of the volumes included in Buyer’s six-month nominations.

8. Weighing – Sampling: Seller shall conduct weighing operations during the loading of the Product, at the Loading Port, in accordance with Seller’s usual procedures. Buyer may be present or represented, at its own costs, during such weighing operations. The result of the weighing operations, as performed by Seller, shall be determinative, final and binding on Buyer and Seller, for all purposes (absent manifest error). The Sampling shall be realized in accordance with the Section 5 of the General Terms and Conditions.

9. Logistics Savings: Throughout the Term, Seller will coordinate with Buyer on logistical cost savings.

10. Other Terms: The General Terms and Conditions attached hereto are incorporated herein and form part of this Contract.

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IN WITNESS THEREOF, the Parties have executed and delivered this Contract as of the Effective Date.

EMAPHOS	INNOPHOS, INC.
/s/ Valérie Renard Authorized Signatory	/s/ Kim Ann Mink Signed
Name of Signatory: Valérie Renard	Name of Signatory: Kim Ann Mink
Title of Signatory: Commercial Director	Title of Signatory: President and CEO
/s/ Mohamed Belhoussain Authorized Signatory	Address: 259 Prospect Plains Road, Building A, Cranbury, NJ 08512
Name of Signatory: Mohamed Belhoussain Title of Signatory : Executive Vice President Commercial OCP Address: 2, Rue Al Abtal, Hay Erraha, 20200 Casablanca Morocco

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General Terms and Conditions

1. SCOPE; NO MODIFICATIONS. These General Terms and Conditions apply to all purchases of Products by Buyer from Seller and may not be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of Buyer and Seller. Each shipment received by Buyer from Seller shall be deemed to be only upon the terms and conditions set forth in this Contract, notwithstanding any different or additional terms and conditions that may be contained in any quotation, offer, acknowledgment, invoice or other document of Seller and notwithstanding Buyer’s acceptance of or payment for such shipment. The terms and conditions set forth in this Contract shall supersede and control over any terms and conditions in Seller’s documents, including Seller’s quotation or offer.

2. PRICES.

2.1 Unless otherwise agreed by the parties, the Price set forth in Section 4 of the Contract applies to one (1) MT of P2O5 included in Product meeting the Specifications.

2.2 If any Product does not meet the Specifications with respect to P2O5 concentration, then Buyer may, in its discretion, agree to accept the non-conforming Product, provided that Buyer and Seller agree to a mutually agreeable price adjustment.

3. PAYMENT TERMS. Payment terms are set forth in Section 6 of the Contract. Buyer may withhold any payment disputed in good faith and may reject any invoices related to the disputed supply.

4. DELIVERY; TIME OF THE ESSENCE. Delivery terms are set forth in Section 5 of this Contract. Time is of the essence with respect to delivery dates hereunder and the purchase orders. Seller shall notify Buyer immediately if timely delivery cannot be made, in which case Buyer may at its option, without liability, cancel the order, in whole or in part, and in addition to Buyer’s other rights and remedies, charge Seller a late fee. All deliveries shall be accompanied by a certificate of analysis for the applicable Product(s) and such other analytical, manufacturing and quality control information reasonably requested by Buyer and/or its customers. Seller will also provide Buyer with all information which will reasonably assist Buyer in the safe handling and use of all Products sold hereunder and in complying with any applicable reporting requirements.

5. SAMPLING.

5.1 Seller shall, in accordance with its usual procedures, draw and mix samples of the Product, during the weighing operations set forth in Section 8 of the Contract , to fill from the aggregate sample six (6) two-bottle containers (each two-bottle container being a “Sample”), each of which shall be sealed and stamped by Seller. Buyer may be present or represented, at its own costs, during the Sample drawing process. Seller shall, prior to or concurrently with shipment of Product, send one (1) Sample to Buyer by the Vessel’s mail or by postal mail or, if Buyer is present, provide such Sample to Buyer during the Sample drawing process. Seller shall use one (1) Sample to complete the analysis required by Section 5.2 of these General Terms and Conditions, and shall retain the remaining four (4) Samples for a period of ninety (90) days following the issuance of the bill of lading.

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5.2. As soon as practicable after a shipment, Buyer and Seller shall perform their own independent analyses of the compliance of the Product with the Specifications.

5.3 Any claim related to non-compliance with the Specifications shall be notified by Buyer, in writing, to Seller, no later than ninety (90) days following the delivery of the Product by the Seller according to the delivery terms in Section 5 of the Contract . Such notice shall include the results of Buyer’s independent analysis of the Sample. Upon receipt of Buyer’s notice, and in case of a disagreement over compliance of the Product, Seller shall send one (1) of the remaining Samples it has retained following the Sample drawing process to an independant referee laboratory duly designated by Seller, in writing, in order for such referee laboratory to conduct an independent analysis of the compliance of the Product with the Specifications.

5.4 The results of the analysis performed pursuant to Section 5.3 of these General Terms and Conditions shall be determinative, final and binding on Buyer and Seller, for all purposes. The costs of the referee laboratory analysis shall be borne by the Seller in the event the Product is determined to not comply with the Specifications or by the Buyer in the event the Product is determined to comply with the Specifications.

5.5 If no written notice on the disagreement described in Section 5.3 of these General Terms and Conditions is received by Seller within ninety (90) days following the delivery of the Product by the Seller according to the delivery terms set forth in Section 5 of the Contract, the results of Seller’s independent analysis of the Sample pursuant to Section 5.2 of these General Terms and Conditions shall be determinative, final and binding on the parties, for all purposes.

6. DUTIES, TAXES AND OTHER CHARGES

6.1. Seller shall be responsible for the payment of any Moroccan taxes, charges or duties arising from the sale of the Product to Buyer according to the delivery term in Section 5 of the Contract.

6.2. Buyer shall be responsible for the payment of all other fees, charges, dues, duties and taxes (including, without limitation, taxes on freight) arising from the sale of the Product to Buyer, that are due pursuant to any and all regulations in force relating to goods or services, or that are due on the Vessel carrying the Product pursuant to the said regulations, including dues, duties and taxes related to the import of the Product into the receiving country.

7. EXPORT AND IMPORT LICENSES

7.1. Seller shall be responsible for obtaining any export license(s) which may be required.

7.2. Buyer shall be responsible for obtaining any import license(s) which may be required.

8. WARRANTY. Seller hereby expressly warrants to Buyer that all Products delivered hereunder: (a) shall be of new and first quality material and free from defects; (b) shall conform to the specifications set forth in Exhibit A hereto (the “Specifications”); (c) shall comply with all applicable federal, state, local and international (limited to Europe and USA) laws, rules, regulations and orders, including without limitation those regarding the manufacture, sale, delivery and/or transportation of the Products (including food grade good manufacturing practice regulations); (d) are free and clear of all liens, security interests and other encumbrances of any kind or nature; and (e) do not, and their use by Buyer and its customers will not, infringe any patent, copyright, trademark, trade secret, confidentiality or other proprietary right of any third party. Products found to be defective within 90 days after

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receipt shall, at Buyer’s option, be replaced at no cost to Buyer or be returned to Seller at Seller’s expense (including transportation and handling costs) for full refund. As indicated in Section 2.2 of these General Terms and Conditions, Buyer may, in its discretion, choose to accept non-confirming Products with respect to P2O5 concentration in exchange for a price adjustment.

9. INDEMNIFICATION. Each Party (as applicable, the “Indemnifying Party”) will indemnify, defend and hold harmless the other Party (the “Indemnified Party”), its directors, officers, employees, agents, successors and assigns from and against any and all direct losses, expenses, damages, claims, suits and liabilities (excluding incidental and consequential damages, court and arbitral tribunal costs and attorney’s fees) arising as a result of (a) any breach by the Indemnifying Party of any representations, warranties, covenants or other terms contained herein or (b) the negligence or willful misconduct of the Indemnifying Party.

10. NON-EXCLUSIVE ARRANGEMENT. Subject to Buyer’s compliance with any volume commitments noted in Section 7 of the Contract, nothing herein shall be deemed to prohibit Buyer from purchasing goods or procuring services of like quality and quantity of the Products from a party other than Seller.

11. INTELLECTUAL PROPERTY. Seller shall indemnify, hold harmless and defend Buyer from and against any and all losses, expenses, damages, claims, suits or liabilities based upon actual or alleged infringement of any patent, copyright, trademark, license or similar right resulting from the furnishing of the Products hereunder (except where any claimed infringement is due to Buyer’s design). In the

event the Products are held to be infringing, Seller shall, at its own expense and at Buyer’s option, either procure for Buyer the right to continue using the Products or replace or modify them so that they become non-infringing, or refund in full the purchase price paid therefor by Buyer, provided that any replacement or modification shall be of equivalent quality and shall not affect the performance attained prior thereto by the Products or the plant in which the Products are utilized, installed or have been performed.

12. CONFIDENTIALITY; TITLE TO DRAWINGS AND SPECIFICATIONS. Each Party agrees to maintain the confidentiality of all confidential and/or proprietary information of the other Party that it receives or otherwise learns in connection with this Contract throughout the Term and for three years thereafter (and shall return or destroy any such written information upon the request of the other Party). Buyer shall at all times have title to all documents supplied or prepared by Buyer in connection with the furnishing of the Products hereunder. Each Party shall hold the confidential and/or proprietary information of the other Party in confidence and use the same only to the extent necessary for execution of this Contract. Neither Party shall release for publication any information concerning this Contract or any applicable purchase order, their existence, or the project for which it is given, except with the other Party’s prior written consent or as required by applicable law (including the rules of the U.S. Securities and Exchange Commission).

13. TERMINATION. Seller or Buyer may terminate any purchase order if the other Party breaches any provision of this Contract with respect to such purchase order within thirty (30) days of receipt of a written notice served by the affected party and describing, in

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reasonable details, the nature and circumstances giving rise to the alleged breach. Buyer or Seller may terminate this Contract in the event of the other Party’s bankruptcy or insolvency or if any proceeding is brought against such Party under the bankruptcy or insolvency laws. All warranties, indemnities and other terms that by their nature are intended to extend beyond termination of this Contract and/or any applicable order shall survive termination.

14. ENTIRE AGREEMENT. This Contract constitutes the entire agreement between Buyer and Seller concerning the subject matter hereof and supersede all prior agreement with respect thereto. No amendment, supplement, addition or modification of this Contract shall be effective or binding unless made in writing and signed by authorized representatives of each Party.

15. GOVERNING LAW. The Buyer and Seller agree that this Contract shall be deemed to have been executed in Morocco and that any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract shall be governed by and construed in accordance with the laws of England and Wales. The Parties disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods.

16. DISPUTES.

16.1. The Parties hereto shall attempt in good faith to resolve any dispute arising out of or in connection with the Contract, including but not limited to, the existence, validity, cancellation or termination of the Contract, promptly by negotiation. If the parties are unable to reach a mutually acceptable resolution within forty-five (45) days following a written notice of such dispute, the parties

hereby irrevocably agree to submit such dispute, at the request of either party, to arbitration according to the terms and conditions herein. Any dispute not settled through negotiation aboveshall be finally settled under the Rules of Arbitration of the International Chamber of Commerce, as are in force and effect on the date of commencement of the arbitral proceedings, by three (3) arbitrators. Each party shall nominate one (1) independent arbitrator, and the third arbitrator, who will act as chairman, shall be appointed by the International Court of Arbitration (the “ICC Court”). The arbitrators shall determine the matters in dispute in accordance with English law. If a party fails to nominate an independent arbitrator, such appointment shall be made by the ICC Court. The place of the arbitration, and all associated meetings and hearings, shall be Paris, France, and the English language shall be used throughout the arbitral proceedings. Relevant documents in other languages shall be translated into English as the arbitrators so direct.

16.2.1 The parties agree that the award of the arbitrators shall be the sole and exclusive remedy between them regarding any claims, counterclaims, issues or accountings presented or pled to the arbitrators. The award of the arbitrators shall be limited to monetary damages and shall not include special, consequential, incidental, indirect, exemplary or punitive damages of any kind. The decision of the arbitrators shall be final and binding and not subject to review by any court.

16.2.2 Judgment upon the award rendered may be entered into by any court having jurisdiction, or application may be made to such court for a judicial recognition of the award or for an order for enforcement thereof.

16.2.3The arbitration award shall provide that any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement.

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17. RELATIONSHIP OF PARTIES. Buyer and Seller are and will always remain independent contracting parties with respect to each other, and nothing in this Contract will be construed to place the parties in the relationship of partners, joint ventures, fiduciaries or agents.

18. FORCE MAJEURE. Any delay or failure of either Buyer or Seller to perform its obligations hereunder shall be excused to the extent that it is caused by any event or occurrence beyond the reasonable control of the party and without its fault or negligence, for example: acts of God, actions by any governmental authority, fires, floods, windstorms, explosions, riots, natural disasters, wars, strikes or court injunction or order. During the period of such delay or failure to perform by Seller, the Parties shall provide the other Party with prompt written notice of such delay (including a description of the cause of the event or circumstance, an estimate of the duration of the delay and a statement regarding the remedial steps that are being undertaken to resume performance and Seller’s interim allocation plans, if any, for the supply or performance of the Products during the delay). If the delay lasts more than thirty (30) days or the Party impacted does not provide adequate assurance that the delay will cease within thirty (30) days, the other Party may immediately cancel this Contract (and any pending order) without liability.

19. Exclusions and Limitations on Liability

19.1. Buyer’s sole and exclusive remedy for any failure of the Product delivered to Buyer to conform with the Specifications shall be limited to the express remedies in Section 8 of these General Terms and Conditions. The express terms and conditions of the Contract

shall apply in place of, and Buyer hereby waives and releases Seller from all warranties of any kind whatsoever, conditions of satisfactory quality, fitness for purpose, or correspondence with description and sample or any other warranty, terms, representations, statements, undertakings and obligations, whether expressed or implied or arising from the course of dealing or usage of trade, by statute, common law, custom or otherwise, all of which being excluded to the fullest extent permitted by law.

19.2. Notwithstanding anything to the contrary in the Contract, Seller’s total aggregate liability to Buyer for any breach of the Contract with respect to a shipment shall not exceed the aggregate Price paid or payable by Buyer to Seller for such shipment.

19.3. Neither party shall be liable to the other party for any loss of profit, loss of goodwill or loss of anticipated savings in each case whether direct, indirect or consequential, or any claims for special, consequential, incidental, indirect, exemplary or punitive damages of any kind and any interest, penalties, or costs associated with such losses or damages arising out of or in connection with the Contract regardless of the cause of action, and whether arising in contract, by statute, strict liability, or other tort (including negligence or breach of statutory duty), and whether arising out of the delay or non-delivery, quantity, quality or handling of the Product, or any other claim.

19.4. Notwithstanding the foregoing, any and all claims by Buyer against Seller with respect to the Product, whether arising in contract, tort (including negligence or breach of statutory duty), by statute, strict liability, misrepresentation, restitution or otherwise, shall be deemed waived unless made in writing and received by Seller no later than ninety (90) days following the delivery (per the delivery terms in Section 5 of the Contract) of the Product to which the claim is asserted.

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19.5. For the avoidance of doubt, Sections 19.1, 19.2, 19.3 and 19.4 of these General Terms and Conditions shall not apply to Buyer’s liability under Section 9 of these General Terms and Conditions.

19.6. Nothing in this Section 19 shall limit or exclude a party’s liability for gross negligence, willful misconduct or fraud.

20. WAIVER. Subject to Section 19.4 of these General Terms and Conditions, no delay or omission by any party to the Contract in exercising any right, power or remedy provided by law or under the Contract shall (i) affect that right, power or remedy; or (ii) operate as a waiver of it. The single or partial exercise of any right, power or remedy provided by law or under the Contract shall not preclude any other or further exercise of it, or the exercise of any other right, power or remedy. The rights, powers and remedies provided in the Contract are cumulative and not exclusive of any rights, powers and remedies provided by law.

21. CUMULATIVE REMEDIES. No remedy conferred to Buyer or Seller by any provision of this Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given in this Contract or existing at law or in equity, by statute or otherwise.

22. ASSIGNMENT; SEVERABILITY. Neither this Contract nor any right or obligation hereunder may be assigned by a Party without the prior written consent of the other Party. Subject to the foregoing, this Contract shall inure to the benefit of and be binding upon the trustees, successors and allowable assigns of the Parties. Any attempted assignment, sublicense or transfer by a Party in violation of these terms shall be null and void. If any Section of this Contract, or any part thereof, is determined to be invalid or illegal by any court or administrative agency of competent jurisdiction, then that part shall be limited or curtailed to the extent necessary to make such Section, or part thereof, valid, and all other remaining terms and conditions of this Contract shall remain in full force and effect.

[End of General Terms and Conditions]

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EX-99.1

Exhibit 99.1

	FOR IMMEDIATE RELEASE
Investor Contact Mark Feuerbach Innophos 609-366-1204 investor.relations@innophos.com	Media Contact Ryan Flaim Sharon Merrill Associates 617-542-5300 iphs@investorrelations.com

INNOPHOS HOLDINGS, INC. REPORTS

THIRD-QUARTER 2018 RESULTS

Sales of $197 million consistent with previously issued preliminary results and up 7% versus prior year, with FHN segment showing 17% growth

Reports Adjusted EBITDA of $32 million, at the top end of the previously issued estimate and sequentially in line with Q1 and Q2 2018, and Net Income of $14 million

Signed New PPA Supply Agreement In Support Of Strategic Value Chain Program

CRANBURY, New Jersey – (November 1, 2018) – Innophos Holdings, Inc. (NASDAQ: IPHS) today announced financial results for its third quarter ended September 30, 2018.

Strategic Highlights

• Remains on path to double digit year-on-year revenue growth in 2018 driven by FHN segment

• Continues price actions to offset input cost increases

• Advances completion of targeted value chain redesign with receipt of long lead-time environmental and operational government permits

• Announces multi-year PPA supply agreement to further diversify sourcing for phosphates portfolio

• Expects adjusted diluted EPS improvement of 10%, or $0.25 to $0.27 per share run rate by the end of 2019 from the value chain and manufacturing optimization program

• Projects $40 million cash generation in Q4 2018 from two transactions

• Implemented SG&A actions to streamline cost structure while continuing focused investments in customer support functions

Q3 Financial Highlights

• Sales of $197 million were up 7% compared with the prior year due to a stabilized base portfolio, contribution from acquisitions and ongoing pricing actions

• FHN segment sales of $115 million grew 17% versus prior year, reflecting 14% growth from acquisitions and 3% FHN legacy growth. Sequentially, sales were lower due to discontinuation of a portion of lower-margin nutrition trading business

• GAAP Net Income of $14 million, or $0.71 per share, was $3 million ahead of Q3 2017. A favorable adjustment due to the reversal of a portion of the preliminary tax reform provisions booked in Q4 2017 was partially offset by isolated operational issues that impacted sales in the phosphates portfolio as well as an unfavorable sales mix in the IS segment. In addition, higher freight, energy, amortization and interest expenses impacted Q3 earnings compared with prior year

• Adjusted EBITDA of $32 million, adjusted EBITDA margin of 16% and adjusted diluted EPS of $0.58 were sequentially in line with Q1 and Q2 of 2018. Compared with prior year, adjusted EBITDA was down 9% and adjusted diluted EPS was down $0.20, or 25% due to a particularly strong quarter for the IS segment in Q3 2017, as well as the impact on sales from isolated operational issues and higher freight expenses in the current period

• Free Cash Flow was down $14 million from the same quarter last year, due to planned capital expenditures and working capital needs to support the value chain repositioning and manufacturing optimization program

Advances Strategic Value Chain Optimization—New PPA Supply Agreement with Emaphos

In late October, the Company entered into a multi-year Purified Phosphoric Acid (“PPA”) supply agreement with Moroccan-based EURO MAROC PHOSPHORE (Emaphos), a joint venture between OCP, Prayon and Chemische Fabrik Budenheim. Under the terms of the new agreement, Innophos will be supplied with PPA, a key raw material in the manufacture of the Company’s phosphate product portfolio. The supply agreement complements the Company’s recently announced PPA supply agreement with Nutrien, supplements Innophos’ internal PPA production, and further diversifies its supply base.

Management Comments

“Our third quarter results were in line with the preliminary expectations recently provided as we delivered topline growth of 7% year over year and adjusted EBITDA at the top end of the estimated range,” said Kim Ann Mink, Ph.D., Chairman, President and Chief Executive Officer. “As recently announced, our third quarter performance and outlook for 2018 reflect our expectations regarding a shift in the timing of the anticipated initial value chain benefits from 2018 to 2019, a portfolio decision regarding selective lower-margin nutrition trading business, and the impact from isolated operational issues on Q3 and Q4 that are not expected to impact 2019.

“As we continue to shift our position over time to a value-adding, higher margin ingredient solutions provider, we remain focused on delivering wins through our SPARC new product development program that strengthen our organic growth prospects. In addition, we continue to selectively evaluate M&A opportunities that meet our disciplined financial and strategic criteria and will strengthen our position as an essential ingredients provider in high growth FHN markets.

“We are confident that we are taking the necessary proactive actions to manage the near-term dynamics while simultaneously executing against key initiatives under our Strategic Pillars,” said Mink. “We remain confident that our strategic programs are positioning Innophos to deliver long-term value for our customers and shareholders, and that we are on track to achieve our Vision 2022 goals.”

Q3 2018 Results

Variance $ and Variance % in the following tables may not foot due to rounding

$ Millions except EPS

Quarter 3	2018		2017		Variance $			Variance %
Sales		197		184		13			7	%
Net Income		14		11		3			22	%
Adj. Net Income		12		15		(4	)		(25	)%
EBITDA		26		29		(3	)		(10	)%
Adj. EBITDA		32		35		(3	)		(9	)%
Diluted EPS		0.71		0.58		0.12			21	%
Adj. Diluted EPS		0.58		0.78		(0.20	)		(25	)%
Cash from Ops		19		27		(9	)		(31	)%
Free Cash Flow		5		19		(14	)		(76	)%

• Sales grew 7% compared with the prior year due to 3% higher volumes, and 4% higher prices

• GAAP Net Income of $14 million, or diluted EPS of $0.71, were up versus the prior year due to a favorable change in the tax provision partially offset by isolated operational issues that impacted sales in the phosphates portfolio, as well as an unfavorable sales mix in the IS segment. In addition, higher freight, energy, amortization and interest expenses impacted Q3 earnings compared with prior year

• The enactment of the Tax Cuts and Jobs Act (“TCJA”) in December 2017 resulted in a one-time provisional amount of $17 million for the three months and year ended December 31, 2017. During the third quarter of 2018, there was a reversal of approximately $6 million of the preliminary tax reform provisions booked in Q4 2017. This resulted in a Q3 tax rate of negative 22% before adjustment, and a favorable diluted EPS impact of $0.30 per share

• After the close of the quarter, the Company received new and unprecedented charges of $2 million related to natural gas consumption in its Mexico plant, which the Company is actively disputing. Pending resolution, the Company has taken a prudent view to book the charges in Q3 and has adjusted these charges for non-GAAP comparative purposes

• Adjusted EBITDA of $32 million was up sequentially but down 9% compared with last year. Selling price increases mostly offset a combination of lower volumes, greater input costs and higher freight expenses

• Adjusted EBITDA margin of 16% was sequentially in line with Q1 and Q2, but down year over year

• Adjusted diluted EPS of $0.58 was up sequentially, but down year over year due to lower volume effects caused by isolated operational issues, while selling price increases were effective in offsetting higher input costs

• Free Cash Flow was $5 million, down $14 million versus the same quarter last year due to lower earnings, as well as higher capex of $6 million and greater working capital needs of $4 million to support the value chain repositioning and manufacturing optimization program

Q3 2018 Segment Financials

Q3 Sales	2018 $ Millions		2017 $ Millions		Variance $			Variance %
FHN		115		98		17			17	%
IS		66		68		(2	)		(3	)%
Other		16		18		(2	)		(10	)%
Total Innophos		197		184		13			7	%
Q3 Adj. EBITDA	2018 $ Millions		2017 $ Millions		2018 Margin			2017 Margin
FHN		17		19		15	%		19	%
IS		12		14		19	%		21	%
Other		3		2		16	%		11	%
Total IPHS		32		35		16	%		19	%

Note: See Adjusted EBITDA reconciliation to EBITDA in the financial tables that follow

• FHN sales were up 17% year over year (price +3%, volume +15%) due to the contribution from acquisitions and strength of the base portfolio; adjusted EBITDA margins were 400 bps below 2017 due to the impact of the isolated phosphate related operational issues and dilution effect from lower margin acquisitions

• IS sales were down 3% year over year with sequentially steady sales. Volumes were down 9% partly offset by selling price increases of 6%; adjusted EBITDA margins were down 288 bps versus the prior-year quarter due to the impact of the isolated operational issues and unfavorable sales mix

• Other sales were down 10% (price +5%, volume down 15%) due primarily to the lower level of co-product sales. Other adjusted EBITDA margins were 16%

Year-to-Date Results

Variance $ and Variance % in the following tables may not foot due to rounding

$ Millions except EPS

YTD Q3	2018			2017		Variance $			Variance %
Sales		609			529		80			15	%
Net Income		31			34		(2	)		(7	)%
Adj. Net Income		35			38		(4	)		(10	)%
EBITDA		78			83		(5	)		(6	)%
Adj. EBITDA		95			93		2			3	%
Diluted EPS		1.57			1.70		(0.13	)		(8	)%
Adj. Diluted EPS		1.74			1.94		(0.20	)		(10	)%
Cash from Ops		31			47		(16	)		(34	)%
Free Cash Flow		(12	)		22		(34	)		(157	)%

• Sales improved 15% reflecting the benefit of acquisitions and proactive pricing programs

• GAAP Net Income of $31 million was impacted by expenses related to the value chain transition, isolated operational issues, and higher freight and energy costs, which were more than offset by a revision to the tax provision

• Adjusted EBITDA grew 3% due to contributions from acquisitions while legacy business price increases offset input cost increases

• Average working capital was 22% for the first three quarters of 2018, same as the prior year

YTD Quarter 3 Segment Financials

YTD Q3 Segment Sales	2018 $ Millions		2017 $ Millions		Variance $			Variance %
FHN		367		281		86			30	%
IS		196		199		(3	)		(2	)%
Other		46		49		(2	)		(5	)%
Total Innophos		609		529		80			15	%
YTD Q3 Segment Adj. EBITDA	2018 $ Millions		2017 $ Millions		2018 Margin			2017 Margin
FHN		56		53		15	%		19	%
IS		34		34		17	%		17	%
Other		5		5		10	%		11	%
Total IPHS		95		93		16	%		18	%

Note: See Adjusted EBITDA reconciliation to EBITDA in the financial tables that follow

• FHN represented 60% of total Company sales and was up 30% year over year (price +1%, volume +29%) due to the contribution from acquisitions and strength of the legacy portfolio; adjusted EBITDA margins were 360 bps below 2017 due to the dilution effects from lower margin acquisitions, isolated operational issues and higher freight costs

• IS sales were down 2% with selling price increases nearly offsetting volume (price +4%, volume down 6%); adjusted EBITDA margins were up 12 bps due to price increases covering cost increases

• Other sales were down 5% (price +6%, volume down 11%) due primarily to lower level of co-product sales. Other adjusted EBITDA margins were 10%

Full Year 2018 Outlook

The Company is reiterating the revenue and adjusted EBITDA guidance provided on October 16, 2018.

Revenue is expected to grow 10% to 12% compared with full-year 2017, which equates to a range of $791 million to $806 million. Adjusted EBITDA is expected to grow 3% to 7% compared with full-year 2017, which equates to a range of $123 million to $128 million.

As previously announced, the impact from specific strategic value chain repositioning transition charges is expected to affect 2018 GAAP earnings as these transition costs are incurred ahead of the $20 million negotiated payment from Nutrien accruing to earnings.

Overall market conditions and the competitive landscape are expected to be similar in Q4 compared with prior quarters with Q4 expected to reflect the usual seasonality and thus be the softest sales quarter in the year.

Selling price increases have continued to be effective in offsetting input cost increases and the Company has continued to take further price increase actions.

Excluding the Q3 2018 adjustment to the tax provision, the Company anticipates the effective tax rate to operate in the 29-31% range.

Free cash flow is expected to benefit significantly in Q4 from two key initiatives: the Company’s previously announced intention to complete a sale leaseback transaction and the $20 million Nutrien contractual payment.

The Company continues to diligently work through the multi-faceted value chain repositioning and manufacturing optimization program. By the end of 2019, the program is estimated to deliver adjusted diluted EPS improvement of 10%, which represents an estimated run rate of $0.25 to $0.27 per share.

Conference Call

Innophos will host its third quarter 2018 conference call today November 1, 2018 at 9:00 am ET to discuss its earnings results. Those who wish to listen to the conference call webcast should visit the “Investors” section of the Company’s website at www.innophos.com. The live call also can be accessed by dialing (877) 604-1612 (U.S.) or (201) 389-0883 (international). No passcode is required. Please dial in approximately 15 minutes ahead of the start time to ensure timely entry to the call. The Q3 2018 earnings call presentation will be made available on the Company’s website the morning of the call. If you are unable to listen to the live call, the webcast will be archived on the Company’s website. In addition, a replay of the call will be available between November 1, 2018 and November 15, 2018. The replay is accessible by dialing (877) 660-6853 (U.S.) or (201) 612-7415 (international) and entering the Conference ID number 13684095.

Additional information on Innophos’ third quarter 2018 results can also be found on the Company’s website. 

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, enzyme 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.

###

Financial Tables Follow

Safe Harbor for Forward-Looking and Cautionary Statements

This press release contains or may contain 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. The Company intends these forward-looking statements to be covered by the safe harbor provisions for such statements. Statements made in this press release that relate to our future performance or future financial results or other future events (which may be identified by such terms as “expect”, “estimate”, “anticipate”, “assume”, “believe”, “plan”, “intend’, “may”, “will”, “should”, “outlook”, “guidance”, “target”, “opportunity”, “potential” or similar terms and variations or the negative thereof) are forward-looking statements, including the Company’s expectations regarding the business environment and the Company’s overall guidance regarding future performance and growth. These statements are based on our current beliefs and expectations and are subject to significant risks and uncertainties. Actual results may materially differ from the expectations expressed in or implied by these forward-looking statements. Factors that could cause the Company’s actual results to differ materially include, but are not limited to: (1) global macroeconomic conditions and trends; (2) the behavior of financial markets, including fluctuations in foreign currencies, interest rates and turmoil in capital markets; (3) changes in regulatory controls regarding tariffs, duties, taxes and income tax rates; (4) the Company’s ability to implement and refine its Vision 2022 strategic roadmap; (5) the Company’s ability to successfully identify and complete acquisitions in line with its Vision 2022 strategic roadmap and effectively operate and integrate acquired businesses to realize the anticipated benefits of those acquisitions; (6) the Company’s ability to realize expected cost savings and efficiencies from its performance improvement and other optimization initiatives; (7) the Company’s ability to effectively compete in its markets, and to successfully develop new and competitive products that appeal to its customers; (8) changes in consumer preferences and demand for the Company’s products or a decline in consumer confidence and spending; (9) the Company’s ability to benefit from its investments in assets and human capital and the ability to complete projects successfully and on budget; (10) economic, regulatory and political risks associated with the Company’s international operations, most notably Mexico and China; (11) volatility and increases in the price of raw materials, energy and transportation, and fluctuations in the quality and availability of raw materials and process aids; (12) the impact of a disruption in the Company’s supply chain or its relationship with its suppliers; (13) the Company’s ability to comply with, and the costs associated with compliance with, U.S. and foreign environmental protection laws and (14) the Company’s ability to meet quality and regulatory standards in the various jurisdictions in which it has operations or conducts business. We caution you to consider the important risks and other factors as set forth in the forward-looking statements section and in Item 1A Risk Factors in our most recent Annual Report on Form 10-K, as amended by subsequent reports on Forms 10-Q and 8-K. We do not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Summary Profit & Loss Statement

INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Operations (Unaudited)

(Dollars In thousands, except per share amounts or share amounts)

	Three Months Ended September 30,						Nine Month Ended September 30,
	2018			2017			2018			2017
Net sales	$	196,934		$	183,839		$	609,099		$	528,923
Cost of goods sold		161,706			142,870			495,259			412,335
Gross profit		35,228			40,969			113,840			116,588
Operating expenses:
Selling, general and administrative		19,525			20,908			64,548			60,111
Research & development expenses		1,240			1,065			3,989			2,713
Total operating expenses		20,765			21,973			68,537			62,824
Operating income		14,463			18,996			45,303			53,764
Interest expense, net		3,428			1,630			9,530			4,435
Foreign exchange loss (gain)		(531	)		100			409			(35	)
Other income		(14	)		(14	)		(42	)		(42	)
Income before income taxes		11,580			17,280			35,406			49,406
(Benefit) provision for income taxes		(2,510	)		5,698			4,155			15,678
Net income	$	14,090		$	11,582		$	31,251		$	33,728
Diluted Earnings Per Participating Share	$	0.71		$	0.58		$	1.57		$	1.70
Diluted weighted average participating shares outstanding		19,838,962			19,699,052			19,790,570			19,695,530
Dividends paid per share of common stock	$	0.48		$	0.48		$	1.44		$	1.44
Dividends declared per share of common stock	$	0.48		$	0.48		$	1.44		$	1.44

Adjusted Net Income Reconciliation to Net Income

(Dollars in thousands, except EPS)	Three Months Ended September 30,					Nine Month Ended September 30,
	2018			2017		2018			2017
Net Income	$	14,090		$	11,582	$	31,251		$	33,728
Pre-tax Adjustments
Foreign exchange loss (gain)		(531	)		100		409			(35	)
Severance/Restructuring expense		1,297			1,298		2,581			2,624
Inventory fair value adjustment		—			1,395		—			1,395
M&A related costs		45			2,954		982			2,954
Mexico natural gas disputed charges		1,857			—		1,857			—
Value chain transition		2,385			—		6,878			—
Total Pre-tax Adjustments		5,053			5,747		12,707			6,938
Income tax effects on Adjustments		1,515			1,895		3,447			2,240
Tax reform adjustments		(5,982	)		—		(5,982	)		—
Adjusted Net Income	$	11,646		$	15,434	$	34,529		$	38,426
Adjusted Diluted Earnings Per Participating Share	$	0.58		$	0.78	$	1.74		$	1.94

Adjusted EBITDA Reconciliation to Net Income

(Dollars in thousands)	Three Months Ended September 30,						Nine Month Ended September 30,
	2018			2017			2018			2017
Net Income	$	14,090		$	11,582		$	31,251		$	33,728
Interest expense, net		3,428			1,630			9,530			4,435
Provision for income taxes		(2,510	)		5,698			4,155			15,678
Depreciation & amortization		10,864			9,878			33,317			29,009
EBITDA		25,872			28,788			78,253			82,850
Adjustments
Non-cash stock compensation		1,152			711			4,143			2,996
Foreign exchange loss (gain)		(531	)		100			409			(35	)
Severance/Restructuring expense		1,297			1,298			2,581			2,624
Inventory fair value adjustment		—			1,395			—			1,395
M&A related costs		45			2,954			982			2,954
Mexico natural gas disputed charges		1,857			—			1,857			—
Value chain transition		2,385			—			6,878			—
Adjusted EBITDA	$	32,077		$	35,246		$	95,103		$	92,784
Percent of Sales		16.3	%		19.2	%		15.6	%		17.5	%

Segment Adjusted EBITDA Reconciliation to EBITDA

(Dollars in thousands)	Three Months Ended September 30, 2018										Three Months Ended September 30, 2017
	FHN		IS		Other			Total			FHN			IS		Other			Total
EBITDA	$	14,563	$	8,885	$	2,424		$	25,872		$	16,442		$	13,491	($	1,145	)	$	28,788
Non-cash stock compensation		652		456		44			1,152			402			282		27			711
Foreign exchange loss (gain)		67		0		(598	)		(531	)		(71	)		0		171			100
Severance/Restructuring exp.		765		441		92			1,298			630			668		0			1,298
Inventory fair value adjustment		0		0		0			0			1,395			0		0			1,395
M&A related costs		45		0		0			45			0			0		2,954			2,954
Mexico natural gas disputed charges		414		871		572			1,857			0			0		0			0
Value chain transition		909		1,466		9			2,384			0			0		0			0
Adjusted EBITDA	$	17,415	$	12,119	$	2,543		$	32,077		$	18,798		$	14,441	$	2,007		$	35,246
	Nine Months Ended September 30, 2018										Nine Months Ended September 30, 2017
	FHN		IS		Other			Total			FHN			IS		Other			Total
EBITDA	$	48,494	$	26,772	$	2,987		$	78,253		$	49,098		$	31,666	$	2,086		$	82,850
Non-cash stock compensation		2,345		1,641		157			4,143			1,696			1,186		114			2,996
Foreign exchange loss (gain)		76		0		333			409			(101	)		0		66			(35	)
Severance/Restructuring exp.(inc.)		1,527		922		132			2,581			1,295			1,303		26			2,624
Inventory fair value adjustment		0		0		0			0			1,395			0		0			1,395
M&A related costs		968		0		14			982			0			0		2,954			2,954
Mexico natural gas disputed charges		414		871		572			1,857			0			0		0			0
Value chain transition		2,575		3,685		618			6,878			0			0		0			0
Adjusted EBITDA	$	56,399	$	33,891	$	4,813			95,103		$	53,383		$	34,155	$	5,246		$	92,784

Segment Reporting

	Three Months Ended September 30,						Nine Month Ended September 30,
Segment Net Sales	2018			2017			2018			2017
Food, Health and Nutrition	$	115,132		$	98,276		$	367,159		$	281,558
Industrial Specialties		65,667			67,682			195,767			198,721
Other		16,135			17,881			46,173			48,644
Total	$	196,934		$	183,839		$	609,099		$	528,923
Net Sales % change
Food, Health and Nutrition		17.2	%					30.4	%
Industrial Specialties		(3.0	)%					(1.5	)%
Other		(9.8	)%					(5.1	)%
Total		7.1	%					15.2	%
Segment EBITDA
Food, Health and Nutrition	$	14,563		$	16,442		$	48,494		$	49,098
Industrial Specialties		8,885			13,491			26,772			31,666
Other		2,424			(1,145	)		2,987			2,086
Total	$	25,872		$	28,788		$	78,253		$	82,850
Segment EBITDA % of net sales
Food, Health and Nutrition		12.6	%		16.7	%		13.2	%		17.4	%
Industrial Specialties		13.5	%		19.9	%		13.7	%		15.9	%
Other		15.0	%		(6.4	)%		6.5	%		4.3	%
Total		13.1	%		15.7	%		12.8	%		15.7	%
Depreciation and amortization expense
Food, Health and Nutrition	$	7,142		$	5,664		$	21,677		$	16,884
Industrial Specialties		3,153			3,488			10,257			10,346
Other		569			726			1,383			1,779
Total	$	10,864		$	9,878		$	33,317		$	29,009

Price / Volume

The Company calculates pure selling price dollar variances as the selling price for the current year to date period minus the selling price for the prior year to date period, and then multiplies the resulting selling price difference by the prior year to date period volume. The current quarter selling price dollar variance is derived from the current quarter year to date selling price dollar variance less the previous quarter year to date selling price dollar variance. The selling price dollar variance is then divided by the prior period sales dollars to calculate the percentage change. Volume/mix variance is calculated as the total sales variance minus the selling price variance. The following table illustrates the percentage changes in net sales by reportable segments compared with the same period of the prior year, including the effect of selling price and volume/mix changes upon revenue:

	Three Months Ended September 30, 2018									Nine Months Ended September 30, 2018
Reportable Segments	Price			Volume/Mix			Total			Price			Volume/Mix			Total
Food, Health and Nutrition		2.5	%		14.7	%		17.2	%		1.4	%		29.0	%		30.4	%
Industrial Specialties		6.3	%		(9.3	)%		(3.0	)%		4.1	%		(5.6	)%		(1.5	)%
Other		4.8	%		(14.6	)%		(9.8	)%		6.2	%		(11.3	)%		(5.1	)%
Total		4.1	%		3.0	%		7.1	%		2.9	%		12.3	%		15.2	%

Summary Cash Flow Statement

INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

	Nine Month Ended September 30,
	2018			2017
Cash flows provided from operating activities
Net income	$	31,251		$	33,728
Adjustments to reconcile net income to net cash provided from operating activities:
Depreciation and amortization		33,317			29,009
Amortization of deferred financing charges		322			322
Deferred income tax provision		7,006			(14	)
Gain on sale of building		—			(153	)
Share-based compensation		4,143			2,996
Changes in assets and liabilities:
Increase in accounts receivable		(2,272	)		(13,024	)
(Increase) decrease in inventories		(23,094	)		2,873
(Increase) decrease in other current assets		(9,362	)		151
Decrease in accounts payable		(5,664	)		(7,566	)
Increase in other current liabilities		10,291			1,666
Changes in other long-term assets and liabilities		(15,071	)		(3,331	)
Net cash provided from operating activities		30,867			46,657
Cash flows used for investing activities:
Capital expenditures		(43,303	)		(24,650	)
Proceeds from sale of building		—			1,028
Acquisition of businesses, net of cash acquired		—			(124,984	)
Net cash used for investing activities		(43,303	)		(148,606	)
Cash flows provided by financing activities:
Long-term debt borrowings		86,000			146,000
Long-term debt repayments		(51,000	)		(36,000	)
Restricted stock forfeitures		(251	)		(738	)
Dividends paid		(28,197	)		(28,095	)
Net cash provided by financing activities		6,552			81,167
Effect of foreign exchange rate changes on cash and cash equivalents		181			27
Net change in cash		(5,703	)		(20,755	)
Cash and cash equivalents at beginning of period		28,782			53,487
Cash and cash equivalents at end of period	$	23,079		$	32,732

Cash From Operations Reconciliation to EBITDA

(Dollars in thousands)	Three Months Ended September 30,						Nine Month Ended September 30,
	2018			2017			2018			2017
EBITDA	$	25,872		$	28,788		$	78,253		$	82,850
Operating Working Capital		(1,606	)		2,296			(25,474	)		(19,086	)
Taxes paid		(3,792	)		(2,659	)		(16,590	)		(14,024	)
Interest paid		(3,618	)		(1,606	)		(10,398	)		(4,291	)
All other including non-cash stock compensation and changes in other long-term assets and liabilities		1,903			482			5,076			1,208
Net cash provided from operations	$	18,759		$	27,301		$	30,867		$	46,657

Cash From Operations Reconciliation to Adjusted EBITDA

(Dollars in thousands)	Three Months Ended September 30,						Nine Month Ended September 30,
	2018			2017			2018			2017
Adjusted EBITDA	$	32,077		$	35,246		$	95,103		$	92,784
Operating Working Capital		(6,659	)		(3,451	)		(38,181	)		(26,024	)
Taxes paid		(3,792	)		(2,659	)		(16,590	)		(14,024	)
Interest paid		(3,618	)		(1,606	)		(10,398	)		(4,291	)
All other including changes in other long-term assets and liabilities		751			(229	)		933			(1,788	)
Net cash provided from operations	$	18,759		$	27,301		$	30,867		$	46,657

Free Cash Flow Reconciliation to Cash From Operations

(Dollars in thousands)	Three Months Ended September 30,						Nine Month Ended September 30,
	2018			2017			2018			2017
Cash From Operations	$	18,759		$	27,301		$	30,867		$	46,657
Capital Expenditures		(14,277	)		(8,573	)		(43,303	)		(24,650	)
Free Cash Flow	$	4,482		$	18,728		($	12,436	)	$	22,007

Summary Balance Sheets

INNOPHOS HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars In thousands)

	September 30, 2018		December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	23,079	$	28,782
Accounts receivable, net		103,092		100,820
Inventories		168,746		145,685
Other current assets		34,282		24,969
Total current assets		329,199		300,256
Property, plant and equipment, net		232,408		219,297
Assets held for sale		6,975		—
Goodwill		152,767		152,700
Intangibles and other assets, net		98,891		112,916
Total assets	$	820,240	$	785,169
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of capital leases	$	4	$	4
Accounts payable, trade and other		64,784		70,445
Other current liabilities		53,393		43,084
Total current liabilities		118,181		113,533
Long-term debt		345,003		310,005
Other long-term liabilities		16,387		28,072
Total stockholders’ equity		340,669		333,559
Total liabilities and stockholders’ equity	$	820,240	$	785,169

Additional Information

Net debt is a supplemental financial measure that is not required by, or presented in accordance with, US GAAP. 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 long-term debt (including any current portion) less cash and cash equivalents.

Free cash flow is a supplemental financial measure that is not required by, or presented in accordance with, US GAAP. The Company believes free cash flow is helpful in analyzing the cash flow generating capability of the business and as a performance measure for purposes of presentation in this release. The Company defines free cash flow as net cash provided from operating activities plus cash used for capital expenditures plus cash received from sale leaseback transactions.

EBITDA, adjusted EBITDA, adjusted net income and adjusted diluted EPS 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.

Net Working Capital is a supplemental financial measure that is not required by, or presented in accordance with, US GAAP. The Company believes net working capital is helpful in analyzing the effects on the cash flow generating capability of the business and as a performance measure for purposes of presentation in this release. The Company defines net working capital as total current assets less cash and cash equivalents less total current liabilities plus current portion of capital leases.

Operating Working Capital is a supplemental financial measure that is not required by, or presented in accordance with, US GAAP. The Company believes operating working capital is helpful in analyzing the effects on the cash flow generating capability of the business and as a performance measure for purposes of presentation in this release. The Company defines operating working capital as net working capital less taxes less interest.

Innophos is not able to provide a reconciliation of its expectation for adjusted earnings to 2018 and 2019 GAAP net income given the dynamic nature of the strategic value chain repositioning program expenses that may be incurred. In addition, Innophos is not able to provide a reconciliation of its 2022 expectation for adjusted EBITDA margin to GAAP net income due to the number of variables in the projected EBITDA margin for 2022. As a result we are currently unable to quantify accurately certain amounts that would be required to be included in GAAP net income for 2018, 2019 or 2022 or the individual adjustments for such reconciliation. In addition, we believe such reconciliation would imply a degree of precision that would be confusing or misleading to investors.