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 8, 2008

INNERWORKINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-52170	20-5997364
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 West Chicago Avenue Suite 850 Chicago, Illinois	60610
(Address of principal executive offices)	(Zip Code)

(312) 642-3700

(Registrant’s telephone number, including area code)

N/A

(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))

Item 2.02 Results of Operations and Financial Condition.*

On May 8, 2008, InnerWorkings, Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter ended March 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.*

On May 8, 2008, the Company issued a press release announcing that its Board of Directors has authorized the repurchase of up to $50 million of the Company’s outstanding common stock during the period extending through December 31, 2009, subject to market conditions. A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1*	Press Release dated May 8, 2008.
99.2*	Press Release dated May 8, 2008.

* The information furnished under Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

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.

	INNERWORKINGS, INC.
Dated: May 8, 2008	By:	/s/ Nicholas J. Galassi
	Name:	Nicholas J. Galassi
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1*	Press Release dated May 8, 2008.
99.2*	Press Release dated May 8, 2008.

* The information furnished under Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

EX-99.1

Exhibit 99.1

InnerWorkings Announces First Quarter 2008 Results

Broader Market Acceptance Drives Strong Performance

Chicago, IL, May 8, 2008 – InnerWorkings, Inc. (NASDAQ: INWK), a leading provider of managed print and promotional solutions to corporate clients in the United States, today reported results for the three months ended March 31, 2008.

Quarterly Highlights:

• Revenue grew 48 percent versus the first quarter of 2007 to $87.2 million.

• Operating leverage continued to improve as operating income rose 53 percent to $5.8 million.

• Net income increased 45 percent to $3.9 million, up from $2.7 million in the first quarter of 2007.

• Year-over-year enterprise revenue increased 58 percent to $55.6 million.

• During the quarter the Company added five new enterprise clients.

• The Company increased its sales force through the addition of 15 new account executives during the quarter, increasing the total to 232.

• Diluted earnings per share were $0.08, up from $0.05 in the first quarter of 2007.

Revenue for the Company’s first quarter was $87.2 million, an increase of 48 percent compared to revenue of $58.9 million in the first quarter of 2007. Operating income was $5.8 million, an increase of 53 percent from $3.8 million during the same quarter of 2007.

For the three months ended March 31, 2008, net income was $3.9 million, an increase of 45 percent from $2.7 million during the first quarter of 2007. For the quarter, diluted earnings per share were $0.08.

“Our continued focus on growth and execution generated outstanding results, particularly given that the first quarter is seasonally not our strongest,” stated Steve Zuccarini, Chief Executive Officer of InnerWorkings. “Further, we are encouraged by the increasingly broad-based acceptance of InnerWorkings’ business model and the acceleration of the market’s recognition of our print management solution. This recognition continues to drive the expansion of our client relationships and our record recruiting results.”

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Additional first quarter 2008 financial and operational highlights include the following:

• For the first quarter of 2008, 64 percent of the Company’s revenue was generated from sales to enterprise clients, with the remaining 36 percent derived from transactional clients.

• Stock-based compensation increased from $260,000 in the first quarter of 2007 to $575,000 in the first quarter of 2008; excluding stock-based compensation from first quarter 2007 and first quarter 2008, operating income as a percentage of revenue increased from 6.9 percent to 7.3 percent, continuing to demonstrate improved operating leverage.

• The Company generated cash flow from operations of $1.8 million.

• As of March 31, 2008, the Company had a cash and marketable securities balance of $44.6 million.

• The Company’s balance sheet contained no debt as of March 31, 2008.

“InnerWorkings is in a strong financial position. In addition to our separately announced share repurchase program, we continue to evaluate other alternatives to deploy our cash in support of our strategic initiatives and for the benefit of our shareholders,” stated Nick Galassi, Chief Financial Officer of InnerWorkings. “Moreover, if you exclude the effect of stock-based compensation, the significant operating leverage improvement demonstrates our ability to invest in the business while continuing to operate more efficiently.”

Outlook

“We are very pleased to have hit our internal forecasts for first quarter performance,” Zuccarini concluded. “InnerWorkings’ position as a high-service, low-cost print procurement provider is a distinct competitive advantage in a slowing economic environment. With continued execution and a sustained high growth trajectory, we are confident in our ability to achieve our previously stated 2008 revenue guidance range of $450 million to $490 million with resulting diluted earnings per share guidance of $0.50 to $0.54.”

Conference Call

A conference call will be broadcast live on Thursday, May 8, 2008, at 4:30 p.m. Central Time (5:30 p.m. Eastern Time). The live webcast discussion, which will include a Q&A session, will be hosted by Steven E. Zuccarini, Chief Executive Officer; Nicholas J. Galassi, Chief Financial Officer; and Eric D. Belcher, President and Chief Operating Officer. Interested parties are invited to listen to the live webcast by visiting the Investor “Events & Presentations” section of InnerWorkings’ website at www.inwk.com. A replay of the webcast will be available later that day in the same section of the website.

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About InnerWorkings, Inc.

Chicago-based InnerWorkings, Inc. (NASDAQ: INWK) is a leading provider of managed print and promotional solutions to corporate clients in the United States. With proprietary technology, an extensive supplier network and domain expertise, the Company procures, manages and delivers printed products as part of a comprehensive outsourced enterprise solution. Based in Chicago with numerous other offices in the United States, InnerWorkings procures printed products for clients across a wide range of industries, such as advertising, consumer products, publishing and retail. For more information on InnerWorkings, visit: www.inwk.com.

Forward-Looking Statements

This release contains statements relating to future results. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any future results discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. These statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. For a discussion of important factors that could affect our actual results, please refer to the Form 10-K, including the “Risk Factors” section, we recently filed with the SEC.

(inwk-e)

FOR FURTHER INFORMATION:

InnerWorkings, Inc.

Mark Desky, 312-604-5470

mdesky@inwk.com

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Condensed Consolidated Statements of Income

(Unaudited)

	Three months ended March 31,
	2007		2008
Revenue	$	58,936,159	$	87,191,586
Cost of goods sold		44,530,102		65,623,360
Gross profit		14,406,057		21,568,226
Operating expenses:
Selling, general, and administrative expenses		10,178,331		15,050,555
Depreciation and amortization		443,829		722,923
Income from operations		3,783,897		5,794,748
Total other income		552,690		574,913
Income before taxes		4,336,587		6,369,661
Income tax expense		1,674,856		2,511,645
Net income	$	2,661,731	$	3,858,016
Basic earnings per share	$	0.06	$	0.08
Diluted earnings per share	$	0.05	$	0.08

Consolidated Balance Sheets

	December 31, 2007		March 31, 2008
			(unaudited)
Balance Sheet Data
Cash and cash equivalents	$	26,716,239	$	29,514,661
Marketable securities		17,975,000		15,134,226
Accounts receivable, net of allowance for doubtful accounts		77,280,954		69,586,644
Unbilled revenue		12,432,916		10,359,562
Inventories		5,455,083		5,303,408
Prepaid expenses		6,653,493		7,547,981
Other current assets		2,900,545		3,273,540
Total long-term assets		57,419,000		58,731,028
Total assets	$	206,833,230	$	199,451,050
Accounts payable-trade	$	46,017,853	$	39,746,900
Other current liabilities		13,222,817		7,129,298
Total long-term liabilities		147,481		136,109
Total stockholders’ equity		147,445,079		152,438,743
Total liabilities and stockholders’ equity	$	206,833,230	$	199,451,050

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2007			2008
Cash flows Data
Net cash provided by operating activities		1,010,405			1,801,645
Net cash used in investing activities		(29,048,429	)		(23,353	)
Net cash provided by financing activities		39,820,830			1,020,130
Increase in cash and cash equivalents		11,782,806			2,798,422
Cash and cash equivalents, beginning of period		20,612,944			26,716,239
Cash and cash equivalents, end of period	$	32,395,750		$	29,514,661

EX-99.2

Exhibit 99.2

InnerWorkings Announces $50 Million Share Repurchase

Program and Significant Increase in Liquidity Position

Chicago, IL, May 8, 2008 – InnerWorkings, Inc. (NASDAQ: INWK), a leading provider of managed print and promotional solutions to corporate clients in the United States, announced today a $50 million share repurchase program and a significant increase in its liquidity position resulting from the expansion of its revolving credit facility and the sale of a portion of its equity investment in Echo Global Logistics, Inc.

Announcement Highlights:

• InnerWorkings’ share repurchase program authorizes it to repurchase up to $50 million of its outstanding shares through December 31, 2009, with the exact volume and timing dependent on market conditions.

• InnerWorkings has received commitments from a syndicate of lenders arranged by JPMorgan for a new $75 million three-year revolving credit facility. The new facility is expected to be finalized by the end of May and will replace the Company’s existing $20 million facility.

• On May 7, 2008, InnerWorkings sold 25 percent of its holdings in Echo Global Logistics, Inc. for $5 million in cash. This represents a significant gain as InnerWorkings’ total investment in Echo was $125,000 in February 2005. The shares were purchased by an affiliate of the Nazarian family. The Nazarians have been long-term investors in both the Company and Echo. On April 30, 2008, Echo filed a registration statement on Form S-1 relating to a proposed initial public offering.

“This share repurchase program is consistent with our strategy of providing value to our shareholders while maintaining sufficient flexibility to invest in future growth opportunities,” said Steve Zuccarini, Chief Executive Officer of InnerWorkings. “Today’s announcement highlights the increasing financial strength of InnerWorkings and our belief in the value of the enterprise.”

“The significant increase in our revolving credit facility combined with the proceeds from the sale of a portion of our investment in Echo Global Logistics will provide us with ample liquidity to fund strategic initiatives, including acquisitions and the repurchase of shares of our common stock on an opportunistic basis,” stated Nick Galassi, Chief Financial Officer of InnerWorkings. “Further, we are encouraged that Echo Global Logistics has

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taken a step toward becoming a publicly-traded company, as this will give us greater opportunity to realize additional returns on this asset in the future.”

About InnerWorkings, Inc.

Chicago-based InnerWorkings, Inc. (NASDAQ: INWK) is a leading provider of managed print and promotional solutions to corporate clients in the United States. With proprietary technology, an extensive supplier network and domain expertise, the Company procures, manages and delivers printed products as part of a comprehensive outsourced enterprise solution. Based in Chicago with numerous other offices in the United States, InnerWorkings procures printed products for clients across a wide range of industries, such as advertising, consumer products, publishing and retail. For more information on InnerWorkings, visit: www.inwk.com.

Forward-Looking Statements

This release contains statements relating to future results and events. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any future results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. These statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. For a discussion of important factors that could affect our actual results, please refer to the Form 10-K, including the “Risk Factors” section, we recently filed with the SEC.

(inwk-e)

FOR FURTHER INFORMATION:

InnerWorkings, Inc.

Mark Desky, 312-604-5470

mdesky@inwk.com

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