1350381--3/30/2007--INNERWORKINGS

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{customer, product, revenue}

{stock, price, operating}

{acquisition, growth, future}

{stock, price, share}

{product, market, service}

{personnel, key, retain}

{cost, regulation, environmental}

{product, liability, claim}

{capital, credit, financial}

{condition, economic, financial}

{control, financial, internal}

{property, intellectual, protect}

{interest, director, officer}

{gas, price, oil}

{regulation, change, law}

{competitive, industry, competition}

Risks Related to Our Business Our limited operating history makes it difficult to evaluate our business, prospects and future financial performance. Competition could substantially impair our business and our operating results. If our services do not achieve widespread commercial acceptance, our business will suffer. If our suppliers do not meet our needs or expectations, or those of our clients, our business would suffer. A significant portion of our revenue is derived from a relatively limited number of large clients and any loss of, or decrease in sales to, these clients could harm our results of operations. A decrease in the number of our suppliers could adversely affect our business. If we are unable to expand the number of our account executives, or if a significant number of our account executives leave InnerWorkings, our ability to increase our revenues could be negatively impacted. If we are unable to expand our enterprise client base, our revenue growth rate may be negatively impacted. Many of our clients may terminate their relationship with us on short notice and with no penalties or limited penalties. There are risks that our acquisitions could disrupt our business and harm our financial condition. These risks include: We may not be able to develop or implement new systems, procedures and controls that are required to support the anticipated growth in our operations. A decrease in levels of excess capacity in the U.S. commercial print industry could have an adverse impact on our business. Our inability to protect our intellectual property rights may impair our competitive position. If we are unable to maintain PPM4 , demand for our services and our revenues could decrease. If the key members of our management team do not remain with us in the future, our business, operating results and financial condition could be adversely affected. Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business. Because many of the members of our management team have been employed with us for a short period of time, we cannot be certain that they will be able to manage our business successfully. Our business is subject to seasonal sales fluctuations, which could result in volatility or have an adverse effect on the market price of our common stock. Price fluctuations in raw materials costs could adversely affect the margins on our print orders. If any of our products cause damages or injuries, we may experience product liability claims. If any of our key clients fail to pay for our services, our profitability would be negatively impacted. We may not be able to identify suitable acquisition candidates, effectively integrate newly acquired businesses or achieve expected profitability from acquisitions. We incur increased costs as a result of being a public company. Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing. A significant or prolonged economic downturn, or a dramatic decline in the demand for printed products, could adversely affect our revenues and results of operations. Risks Related to Ownership of Our Common Stock The trading price of our common stock may be volatile, and you might not be able to sell your shares at or above the offering price. If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline. Our quarterly results are difficult to predict and may vary from quarter to quarter, which may result in our failure to meet the expectations of investors and increased volatility of our stock price. Because a limited number of stockholders will control a significant amount of the voting power of our common stock, investors in will not be able to determine the outcome of stockholder votes. We do not currently intend to pay dividends, which may limit the return on your investment in us. If our board of directors authorizes the issuance of preferred stock, holders of our common stock could be diluted and harmed.

Full 10-K form ▸

1350381--3/30/2007--INNERWORKINGS_INC