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): December 16, 2015

INNERWORKINGS, INC.

(Exact name of registrant as specified in its charter)

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

600 West Chicago Avenue Suite 850 Chicago, Illinois (Address of principal executive offices) 60654 (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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05. Costs Associated with Exit or Disposal Activities

The information set forth in Item 8.01 is incorporated by reference into this Item 2.05.

Item 8.01. Other Material Events

On December 14, 2015, InnerWorkings, Inc. (the “Company”) approved a realignment plan that is expected to allow the Company to more efficiently meet client needs across its international platform. Through improved integration of global resources, the plan will create back office and other efficiencies and allow for the elimination of approximately 100 positions deemed unnecessary. In connection with these actions, the Company expects to record total pre-tax cash restructuring charges of $4.3 - $6.1 million, the majority of which will be recorded during 2016. These cash charges will include approximately $3.5 - $5.0 million for employee severance and related costs and $0.8 - $1.1 million for lease and contract termination and other associated costs. As required by law, the Company will consult with each of the affected countries’ local Works Councils prior to implementing the plan. The realignment is expected to be substantially completed in the first half of 2016 and result in annual profit improvement of $5.0 - $6.0 million, including more than $3.0 million to be realized in 2016, creating additional opportunities to reinvest in the long-term growth of the business.

The Company also expects to record non-cash charges totaling approximately $8.0 - $10.0 million, the majority of which will be recorded in the fourth quarter of 2015. These include impairment charges of $0.3 - $0.5 million related to certain intangible and fixed assets as well as a charge of $1.4 million to remeasure the Company’s dormant Venezuelan net assets to the most appropriate exchange rate. The non-cash charges also include an inventory reserve of approximately $2.0 million, which has the potential to be recovered based on future sales. Finally, the Company expects to record non-cash charges of approximately $4.5 - $6.0 million for reserves against tax loss carryforwards in jurisdictions affected by the realignment plan, the majority of which will be recorded in the fourth quarter of 2015. These carryforwards do not expire and have the potential to be recovered based on future profitability.

In connection with the realignment plan, the Company issued a press release on December 16, 2015, a copy of which is attached to hereto as Exhibit 99.1.

Forward-Looking Statements

This Current Report on Form 8-K 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 public filings with the Securities and Exchange Commission, including the "Risk Factors" section of our most recently filed Annual Report on Form 10-K. We undertake no obligation to update or revise any forward-looking statements included in this Current Report, whether as a result of new information, future events, or otherwise.

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: December 16, 2015	By:	/s/ Ronald Provenzano
	Name:	Ronald Provenzano
	Title:	General Counsel and Secretary

EX-99.1

Exhibit 99.1

InnerWorkings Creates International Centers of Excellence to Optimize Client Service

Intended to drive even stronger integration across its global platform

CHICAGO, IL - December 16, 2015 - InnerWorkings, Inc. (NASDAQ: INWK), the leading global marketing execution firm, today announced a global business realignment strategy that will allow the Company to more efficiently meet client needs with consistently high levels of quality and service across its global platform.

The realignment will centralize resources in regional centers of excellence that ensure all clients have access to the full suite of InnerWorkings’ services. The most significant changes will be seen in Europe, where several hubs will be created to provide a more effective model to serve client needs across the region. The Company already maintains similar hubs and centers of excellence in North America, Latin America, and Asia. This new structure will enhance the roll out of the Company’s broad range of marketing execution capabilities to new clients as well as the recent enterprise wins with large corporations.

“This realignment is a natural next step following the significant growth InnerWorkings has experienced in recent years,” said Eric D. Belcher, Chief Executive Officer of InnerWorkings. “Through improved integration of our international resources, we put ourselves in a better position to support our global clients while improving our annual profitability by approximately $5.0 - $6.0 million.”

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.

About InnerWorkings

InnerWorkings, Inc. (NASDAQ: INWK) is the leading global marketing execution firm serving Fortune 1000 brands across a wide range of industries. As a comprehensive outsourced enterprise solution, the Company leverages proprietary technology, an extensive supplier network and deep domain expertise to streamline the production of branded materials and retail experiences across geographies and formats. InnerWorkings is based in Chicago, IL and employs more than 1,500 individuals to support global clients in the execution of multi-faceted brand campaigns in every major market around the world. Among the many industries InnerWorkings serves are: retail, financial services, hospitality, consumer packaged goods, not-for-profits, healthcare, food & beverage, broadcasting & cable, and transportation. For more information visit: www.inwk.com.

Contact:

InnerWorkings, Inc.

Bridget Freas

312-589-5613

bfreas@inwk.com