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 5, 2009

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	60654
(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 November 5, 2009, InnerWorkings, Inc. issued a press release announcing financial results for its fiscal quarter ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1*	Press Release dated November 5, 2009.

* The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, 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: November 5, 2009	By:	/S/    JOSEPH M. BUSKY
	Name:	Joseph M. Busky
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1*	Press Release dated November 5, 2009.

* The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, 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 Third Quarter 2009 Results

Seven Enterprise Wins in Quarter Brings Year-to-Date Total to Twenty Four

Chicago, IL, November 5, 2009 – InnerWorkings, Inc. (NASDAQ: INWK), a leading global provider of managed print and promotional solutions to corporate clients, today reported results for the three months ended September 30, 2009.

Quarterly Highlights:

• Revenue generated during the third quarter was $98.2 million, including a $5.7 million one-time correction of a 2008 revenue accrual related to one customer. Adjusted revenue excluding this one-time correction is $103.9 million. Please refer to the non-GAAP reconciliation table below for more information.

• Reported net income and earnings per share for the third quarter was $1.7 million and $0.04 per diluted share. Excluding the one-time correction, adjusted net income and earnings per share are $2.3 million and $0.05 per diluted share. Please refer to the non-GAAP reconciliation table below for more information.

• Seven new enterprise contracts were signed during the quarter, including agreements with InterContinental Hotels Group, The Scotts Company and Bayer.

• Revenue from new accounts was $14.6 million in the quarter and $35.3 million year-to-date.

• Cash flow generated from operations was $2.0 million in the third quarter.

“In terms of the size and quality of our new enterprise wins, the third quarter was among the best we’ve had,” said Eric D. Belcher, Chief Executive Officer of InnerWorkings. “We believe we have seen the bottom with respect to marketing budgets and print spends and continue to gain confidence that our markets are improving.”

InnerWorkings Announces Third Quarter 2009 Results

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Additional third quarter 2009 financial and operational highlights include the following:

• For the third quarter of 2009, 65 percent of the Company’s revenue was generated from sales to enterprise clients, with the remaining 35 percent derived from transactional clients.

• Customer concentration from the Company’s top 10 accounts decreased to 33 percent of total revenue compared to 35 percent in the year-earlier period.

• The Company conducted business with 24 of its top 25 customers from the year-earlier period.

• As of the end of the third quarter the Company has an outstanding balance of $42.3 million on its bank credit facility and retains cash and short-term investments of $25.8 million.

“We are continuing to manage expenses prudently and reduce costs as we seek an optimization of our resources,” said Joseph M. Busky, Chief Financial Officer of InnerWorkings. “We believe that further productivity initiatives, along with sustained financial discipline and our healthy balance sheet and cash flow generation will position us well to benefit as market conditions continue to improve. As sales begin to recover in earnest, we expect to strengthen our operating leverage and improve our financial performance.”

2008 Revenue Accrual Correction

As noted above, InnerWorkings recorded a one time, non-cash correction of a 2008 revenue accrual for one customer account in the quarter. The adjustment relates primarily to the second and third quarters of 2008. The out-of-period adjustment in the third quarter of 2009 was for $5.7 million in revenue, $0.9 million of gross profit and $0.6 million of net income. This adjustment is confined to one customer. InnerWorkings identified and addressed the issue and additional safeguards and controls have been implemented in an effort to prevent anything similar from reoccurring. We have concluded that no prior periods are materially misstated and that no restatement is required for any prior period as a result of this correction.

Conference Call

A conference call will be broadcast live on Thursday, November 5, 2009, 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 Eric D. Belcher, Chief Executive Officer, and Joseph M. Busky, Chief Financial 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.

InnerWorkings Announces Third Quarter 2009 Results

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About InnerWorkings, Inc.

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

Non-GAAP Financial Measures

This press release includes the following financial measures defined as “non-GAAP financial measures” by the Securities and Exchange Commission: adjusted revenue, adjusted net income and adjusted earnings per share. These measures may be different from non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles. For a reconciliation of these non-GAAP financial measures to the nearest comparable GAAP measures, see “Reconciliation of Adjusted Revenue, Net Income and Earnings Per Share” included in this press release.

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 our SEC filings, including the “Risk Factors” section of our most recently filed Form 10-K.

(inwk-e)

FOR FURTHER INFORMATION:

InnerWorkings, Inc.

Joe Busky

(312) 784-2603

jbusky@inwk.com

InnerWorkings Announces Third Quarter 2009 Results

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Consolidated Statements of Income (unaudited)

	Three months ended September 30,
	2008		2009
Revenue	$	122,016,248	$	98,206,204
Cost of goods sold		92,540,770		73,304,494
Gross profit		29,475,478		24,901,710
Operating expenses:
Selling, general, and administrative expenses		20,305,114		20,034,045
Depreciation and amortization		1,337,901		2,041,801
Income from operations		7,832,463		2,825,864
Total other income (expense)		1,387,327		(119,108	)
Income before taxes		9,219,790		2,706,756
Income tax expense		3,540,699		977,181
Net income	$	5,679,091	$	1,729,575
Basic earnings per share	$	0.12	$	0.04
Diluted earnings per share	$	0.12	$	0.04
Weighted average shares outstanding, basic		47,097,230		45,580,606
Weighted average shares outstanding, diluted		49,136,416		47,175,594
	Nine months ended September 30,
	2008		2009
Revenue	$	314,554,263	$	292,581,147
Cost of goods sold		237,732,172		219,929,771
Gross profit		76,822,091		72,651,376
Operating expenses:
Selling, general, and administrative expenses		54,854,905		60,678,251
Depreciation and amortization		3,207,904		5,756,247
Income from operations		18,759,282		6,216,878
Total other income (expense)		6,879,302		(88,714	)
Income before taxes		25,638,584		6,128,164
Income tax expense		9,996,182		2,002,902
Net income	$	15,642,402	$	4,125,262
Basic earnings per share	$	0.33	$	0.09
Diluted earnings per share	$	0.31	$	0.09
Weighted average shares outstanding, basic		47,723,840		45,504,137
Weighted average shares outstanding, diluted		49,862,159		47,122,499

InnerWorkings Announces Third Quarter 2009 Results

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Consolidated Balance Sheets

	December 31, 2008		September 30, 2009
			(unaudited)
Balance Sheet Data
Cash and cash equivalents	$	4,011,855	$	1,348,745
Short-term investments		—		24,451,256
Accounts receivable, net of allowance for doubtful accounts		73,628,112		76,086,409
Unbilled revenue		27,802,667		21,074,416
Inventories		7,539,870		13,132,841
Prepaid expenses		9,257,086		10,742,623
Other current assets		8,081,553		7,783,172
Total long-term assets		123,501,173		111,656,030
Total assets	$	253,822,316	$	266,275,492
Accounts payable-trade	$	54,084,430	$	64,683,388
Other current liabilities		65,854,864		52,982,772
Capital lease obligations, less current maturities		144,993		46,422
Other long-term liabilities		—		2,924,917
Total stockholders’ equity		133,738,029		145,637,993
Total liabilities and stockholders’ equity	$	253,822,316	$	266,275,492

Cash Flow Data (unaudited)

	Nine Months Ended September 30,
	2008			2009
Net cash provided by operating activities	$	14,279,298		$	10,082,930
Net cash used in investing activities		(33,728,170	)		(12,601,332	)
Net cash provided by (used) in financing activities		10,574,457			(61,832	)
Effect of exchange rate changes on cash and cash equivalents		144,130			(82,876	)
Decrease in cash and cash equivalents		(8,730,285	)		(2,663,110	)
Cash and cash equivalents, beginning of period		26,716,239			4,011,855
Cash and cash equivalents, end of period	$	17,985,954		$	1,348,745

InnerWorkings Announces Third Quarter 2009 Results

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Reconciliation of Adjusted Revenue, Net Income and Earnings Per Share

(unaudited) (in millions, except per share amounts)

	Three months ended September 30,
	2008		Reported 2009			One-time Adjustment		Adjusted 2009
Revenue	$	122.0	$	98.2		$	5.7	$	103.9
Cost of goods sold		92.5		73.3			4.8		78.1
Gross profit		29.5		24.9			0.9		25.8
Selling, general, and administrative expenses		20.4		20.1			—		20.1
Depreciation and amortization		1.3		2.0			—		2.0
Income from operations		7.8		2.8			0.9		3.7
Total other income (expense)		1.4		(0.1	)		—		(0.1	)
Income before taxes		9.2		2.7			0.9		3.6
Income tax expense		3.5		1.0			0.3		1.3
Net income	$	5.7	$	1.7		$	0.6	$	2.3
Basic earnings per share	$	0.12	$	0.04		$	0.01	$	0.05
Diluted earnings per share	$	0.12	$	0.04		$	0.01	$	0.05
	Nine months ended September 30,
	2008		Reported 2009			One-time Adjustment		Adjusted 2009
Revenue	$	314.6	$	292.6		$	5.7	$	298.3
Cost of goods sold		237.8		219.9			4.8		224.7
Gross profit		76.8		72.7			0.9		73.6
Selling, general, and administrative expenses		54.8		60.7			—		60.7
Depreciation and amortization		3.2		5.8			—		5.8
Income from operations		18.8		6.2			0.9		7.1
Total other income (expense)		6.8		(0.1	)		—		(0.1	)
Income before taxes		25.6		6.1			0.9		7.0
Income tax expense		10.0		2.0			0.3		2.3
Net income	$	15.6	$	4.1		$	0.6	$	4.7
Basic earnings per share	$	0.33	$	0.09		$	0.01	$	0.10
Diluted earnings per share	$	0.31	$	0.09		$	0.01	$	0.10

InnerWorkings Announces Third Quarter 2009 Results

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