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): February 16, 2010

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 February 16, 2010, InnerWorkings, Inc. issued a press release announcing financial results for its fiscal quarter and year ended December 31, 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 February 16, 2010.

* 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: February 16, 2010	By:	/S/    JOSEPH M. BUSKY
	Name:	Joseph M. Busky
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1*	Press Release dated February 16, 2010.

* 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 Fourth Quarter and Fiscal Year 2009 Results

Six Enterprise Wins in Quarter Brings 2009 Total to Thirty

Chicago, IL, February 16, 2010 – InnerWorkings, Inc. (NASDAQ: INWK), a leading global provider of managed print and promotional solutions, today reported results for the fourth quarter and fiscal year ended December 31, 2009.

Quarterly Highlights:

• Revenue generated during the fourth quarter was $107.9 million.

• Net income and earnings per share for the fourth quarter were $2.2 million and $0.05 per diluted share.

• Revenue from new accounts was $16.3 million in the fourth quarter.

• Enterprise revenue increased 17% to $76.1 million in the fourth quarter vs. the fourth quarter of 2008.

• Six new enterprise contracts were signed during the quarter, including agreements with Unilever, SKYY Spirits, Iron Mountain, and Clear Channel.

• Cash flow generated from operations was $4.1 million in the fourth quarter vs. cash flow used in operations of $2.1 million in the fourth quarter of 2008.

• Adjusted EBITDA increased from $3.1 million in the fourth quarter of 2008 to $6.1 million in the fourth quarter of 2009. Please refer to the non-GAAP reconciliation table below for more information.

Fiscal Year Highlights:

• Reported revenue for the year was $400.4 million including a $5.7 million one-time correction in the third quarter of 2009 of a 2008 revenue accrual related to one customer. Adjusted revenue generated during fiscal 2009 excluding this one-time correction was $406.1 million. Please refer to the non-GAAP reconciliation table below for more information.

• Revenue from new accounts was $51.6 million for the year exceeding the Company’s 2009 goal of $50 million.

• The number of enterprise clients increased by 30 during 2009 to 172 total.

• Customer concentration from the Company’s top 10 accounts decreased to 29 percent of total revenue in 2009 compared to 33 percent in 2008.

• Operating cash flow was $14.2 million, up 17 percent year-over-year.

• Reported diluted earnings per share for the year were $0.13. Adjusted diluted earnings per share for the year excluding the one-time correction were $0.15. Please refer to the non-GAAP reconciliation table below for more information.

Eric D. Belcher, Chief Executive Officer of InnerWorkings, said, “I am proud of the way the Company navigated the harsh economic conditions in 2009. We reacted quickly and decisively early in the year to take out costs and drive operating efficiencies while still aggressively pursuing new customers and maintaining the superior customer service that InnerWorkings is known for. Due to this strategy we are entering 2010 in a strong financial condition, with increased market share and an outstanding customer retention rate. The entire organization is energized and excited about executing on our growth strategy in the coming year.”

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

• For the fourth quarter of 2009, 71 percent of the Company’s revenue was generated from sales to enterprise clients, with the remaining 29 percent derived from transactional clients.

• The Company conducted business with all 25 of its top 25 customers from the year-earlier period reflecting strong customer retention.

• As of December 31, 2009, the Company had an outstanding balance of $46.4 million on its $75.0 million bank credit facility and retains cash and retained short-term investments of $26.4 million.

“In 2009, we responded to rapidly changing demand conditions by exercising tight capital discipline and aggressively targeting operating costs,” said Joseph M. Busky, Chief Financial Officer of InnerWorkings. “These actions facilitated revenue and adjusted diluted EPS results that fell within our guidance range and streamlined the business to generate strong cash flow and improve return on invested capital, providing InnerWorkings with the flexibility to scale-up as market conditions continue to strengthen in 2010.”

Conference Call

A conference call will be broadcast live on Tuesday, February 16, 2010, 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.

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 EBITDA and adjusted diluted 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 and Diluted Earnings Per Share” and “Reconciliation of Adjusted EBITDA” 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

Consolidated Statements of Income (unaudited)

	Three months ended December 31,
	2008			2009
Revenue	$	104,462,452		$	107,865,897
Cost of goods sold		77,263,700			81,742,080
Gross profit		27,198,752			26,123,817
Operating expenses:
Selling, general, and administrative expenses		24,799,919			20,609,451
Depreciation and amortization		1,552,915			2,274,525
Income from operations		845,918			3,239,841
Total other income (expense)		(434,739	)		(350,490	)
Income before taxes		411,179			2,889,351
Income tax expense		100,486			705,155
Net income	$	310,693		$	2,184,196
Basic earnings per share	$	0.01		$	0.05
Diluted earnings per share	$	0.01		$	0.05
Weighted average shares outstanding, basic		45,418,721			45,623,101
Weighted average shares outstanding, diluted		47,114,646			47,304,351
	Twelve months ended December 31,
	2008			2009
Revenue	$	419,016,715		$	400,447,044
Cost of goods sold		314,995,872			301,671,851
Gross profit		104,020,843			98,775,193
Operating expenses:
Selling, general, and administrative expenses		79,654,824			81,287,702
Depreciation and amortization		4,760,819			8,030,772
Income from operations		19,605,200			9,456,719
Total other income (expense)		6,444,563			(439,204	)
Income before taxes		26,049,763			9,017,515
Income tax expense		10,096,668			2,708,057
Net income	$	15,953,095		$	6,309,458
Basic earnings per share	$	0.34		$	0.14
Diluted earnings per share	$	0.32		$	0.13
Weighted average shares outstanding, basic		47,137,002			45,535,357
Weighted average shares outstanding, diluted		49,141,147			47,156,705

Consolidated Balance Sheet Data

	December 31, 2008			December 31, 2009
Cash and cash equivalents	$	4,011,855		$	2,903,906
Short-term investments		—			23,541,199
Accounts receivable, net of allowance for doubtful accounts		73,628,112			72,565,814
Unbilled revenue		27,802,667			20,189,900
Inventories		7,539,870			8,749,266
Prepaid expenses		9,257,086			11,399,560
Other current assets		8,081,553			9,296,104
Total long-term assets		123,501,173			117,497,935
Total assets	$	253,822,316		$	266,143,684
Accounts payable-trade	$	54,084,430		$	53,915,750
Other current liabilities		65,854,864			62,033,988
Capital lease obligations, less current maturities		144,993			73,652
Other long-term liabilities		—			3,070,278
Total stockholders’ equity		133,738,029			147,050,016
Total liabilities and stockholders’ equity	$	253,822,316		$	266,143,684
Cash Flow Data (Unaudited)
	2008			2009
Cash flows from operating activities
Net cash provided by operating activities	$	12,093,127		$	14,201,861
Net cash used in investing activities		(45,438,227	)		(18,948,010	)
Net cash provided by financing activities		9,799,238			3,770,465
Effect of exchange rate changes on cash and cash equivalents		841,478			(132,265	)
Decrease in cash and cash equivalents		(22,704,384	)		(1,107,949	)
Cash and cash equivalents, beginning of period		26,716,239			4,011,855
Cash and cash equivalents, end of period	$	4,011,855		$	2,903,906

Reconciliation of Adjusted revenue and diluted earnings per share (unaudited)

(in millions, except per share amounts)

	Twelve months ended December 31,
	2008		Reported 2009			One-time Adjustment		Adjusted 2009
Revenue	$	419.0	$	400.4		$	5.7	$	406.1
Cost of goods sold		315.0		301.7			4.8		306.5
Gross profit		104.0		98.7			0.9		99.6
Selling, general, and administrative expenses		79.6		81.3			—		81.3
Depreciation and amortization		4.8		8.0			—		8.0
Income from operations		19.6		9.4			0.9		10.3
Total other income (expense)		6.4		(0.4	)		—		(0.4	)
Income before taxes		26.0		9.0			0.9		9.9
Income tax expense		10.0		2.7			0.3		3.0
Net income	$	16.0	$	6.3		$	0.6	$	6.9
Basic earnings per share	$	0.34	$	0.14				$	0.15
Diluted earnings per share	$	0.32	$	0.13				$	0.15

Reconciliation of Adjusted EBITDA

	Three months ended December 31,				Twelve months ended December 31,
	2008		2009		2008		2009
Income from operations	$	845,918	$	3,239,841	$	19,605,200	$	9,456,719
Depreciation and amortization		1,552,915		2,274,525		4,760,819		8,030,772
Stock based compensation		733,143		540,573		2,192,826		2,481,159
Adjusted EBITDA	$	3,131,976	$	6,054,939	$	26,558,845	$	19,968,650