0001627475-23-000050 | 10-Q | XBRL Viewer

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Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 61,458		$ 61,458		$ 54,906
Less: accumulated depreciation	(36,591)		(36,591)		(32,843)
Property and equipment, net	24,867		24,867		22,063
Depreciation expense	800	$ 800	1,500	$ 1,600
Capitalized internal-use software and platform development costs	3,600	1,700	6,400	2,900
Amortization of internal-use software and platform development costs	1,100	$ 1,200	2,300	$ 2,400
Internal-use software and platform development
Property, Plant and Equipment [Line Items]
Total property and equipment	39,699		39,699		33,273
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	11,644		11,644		11,644
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	6,640		6,640		6,514
Office furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,475		$ 3,475		$ 3,475

Net Loss per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Loss per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except share and per share data)	2023		2022		2023		2022
Numerator:




Basic: net income (loss)	$	(3,991)	$	(23,820)	$	13,176	$	(48,558)
Gain on early extinguishment of debt, net of tax	—		—		(38,525)		—
Interest expense related to convertible senior notes, net of tax	—		—		638		—
Diluted	$	(3,991)	$	(23,820)	$	(24,711)	$	(48,558)

Denominator:
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic	134,141,525		130,060,694		133,492,087		129,707,197




Common stock issuable in connection with convertible senior notes	—		—		1,556,641		—
Diluted	134,141,525		130,060,694		135,048,728		129,707,197

Net income (loss) per share:
Basic	$	(0.03)	$	(0.18)	$	0.10	$	(0.37)
Diluted	$	(0.03)	$	(0.18)	$	(0.18)	$	(0.37)

The following potentially dilutive shares were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive:


	As of June 30,
	2023	2022
Options to purchase common stock	3,577,554	3,992,597
Common stock issuable upon exercise of common stock warrants	350,000	350,000
Common stock issuable upon vesting of restricted stock units and performance stock units	10,332,782	7,695,246
Common stock issuable in connection with employee stock purchase plan	1,821,635	1,149,219
Common stock issuable in connection with convertible senior notes	5,463,045	8,701,935
Total	21,545,016	21,888,997

Description of Business	6 Months Ended
Description of Business	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Upwork Inc., which is referred to as the Company or Upwork, operates a work marketplace that connects businesses, which are referred to as clients, with independent talent. Independent talent on the Company’s work marketplace, which are referred to as talent, and, together with clients, as users, include independent professionals and agencies of varying sizes and are an increasingly sought-after, critical, and expanding segment of the global workforce. The Company is headquartered in San Francisco, California. Unless otherwise expressly stated or the context otherwise requires, the terms “Upwork” and the “Company” in these notes to the condensed consolidated financial statements refer to Upwork and its wholly owned subsidiaries.

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Accrued compensation and related benefits	$ 11,295	$ 17,239
Accrued indirect taxes	13,196	14,102
Accrued vendor expenses	11,545	8,858
Operating lease liability, current	6,593	6,502
Accrued payment processing fees	2,494	2,425
Accrued talent costs	1,856	2,352
Other	1,838	2,133
Total accrued expenses and other current liabilities	$ 48,817	$ 53,611

Net Loss per Share - Schedule of Potentially Dilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	21,545,016	21,888,997
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,577,554	3,992,597
Common stock issuable upon exercise of common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	350,000	350,000
Common stock issuable upon vesting of restricted stock units and performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	10,332,782	7,695,246
Common stock issuable in connection with employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,821,635	1,149,219
Common stock issuable in connection with convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,463,045	8,701,935

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net income (loss)	$ (3,991)	$ (23,820)	$ 13,176	$ (48,558)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Summary of Carrying Value of Debt

The following table presents the carrying value of the Company’s debt obligations as of June 30, 2023 and December 31, 2022:


(In thousands)	June 30, 2023			December 31, 2022
Convertible senior notes	$	360,998		$	575,000
Total debt	360,998			575,000
Less: unamortized debt issuance costs	(5,832)			(10,739)


Debt, noncurrent	$	355,166		$	564,261
Weighted-average interest rate	0.76		%	0.76		%

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Balance Sheet Components

6 Months Ended

Jun. 30, 2023

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Cash and Cash Equivalents, Restricted Cash, and Funds Held In Escrow, Including Funds In Transit

The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets as of June 30, 2023 and

December 31, 2022 to the total of the same amounts shown in the condensed consolidated statement of cash flows for the six months ended June 30, 2023:


(In thousands)	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	154,106	$	129,384
Restricted cash	4,390		4,390
Funds held in escrow, including funds in transit	177,655		161,457
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$	336,151	$	295,231

Property and Equipment, Net

Property and equipment, net consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Internal-use software and platform development	$	39,699	$	33,273
Leasehold improvements	11,644		11,644
Computer equipment and software	6,640		6,514
Office furniture and fixtures	3,475		3,475
Total property and equipment	61,458		54,906
Less: accumulated depreciation	(36,591)		(32,843)
Property and equipment, net	$	24,867	$	22,063

For the three months ended June 30, 2023 and 2022, depreciation expense related to property and equipment was $0.8 million and $0.8 million, respectively. For the six months ended June 30, 2023 and 2022, depreciation expense related to property and equipment was $1.5 million and $1.6 million, respectively.

For the three months ended June 30, 2023 and 2022, the Company capitalized $3.6 million and $1.7 million of internal-use software and platform development costs, respectively. For the six months ended June 30, 2023 and 2022, the Company capitalized $6.4 million and $2.9 million of internal-use software and platform development costs, respectively.

For the three months ended June 30, 2023 and 2022, amortization expense related to the capitalized internal-use software and platform development costs was $1.1 million and $1.2 million, respectively. For the six months ended June 30, 2023 and 2022, amortization expense related to the capitalized internal-use software and platform development costs was $2.3 million and $2.4 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Accrued compensation and related benefits	$	11,295	$	17,239
Accrued indirect taxes	13,196		14,102
Accrued vendor expenses	11,545		8,858
Operating lease liability, current	6,593		6,502
Accrued payment processing fees	2,494		2,425
Accrued talent costs	1,856		2,352
Other	1,838		2,133
Total accrued expenses and other current liabilities	$	48,817	$	53,611

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value:

•Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets;

•Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation.

The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities.

The Company’s financial instruments that are carried at fair value consist of Level I and Level II assets as of June 30, 2023 and December 31, 2022. The following tables summarize the Company’s cash and available-for-sale marketable securities’ amortized cost, gross unrealized gains, gross unrealized losses,

and fair value by significant investment category reported as cash and cash equivalents or marketable securities as of June 30, 2023 and December 31, 2022:


(In thousands) June 30, 2023	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	40,679	$	—	$	—	$	40,679	$	40,679	$	—
Level I
Money market funds	88,721		—		—		88,721		88,721		—
Treasury bills	214,666		28		(29)		214,665		24,706		189,959
U.S. government securities	58,411		—		(575)		57,836		—		57,836
Total Level I	361,798		28		(604)		361,222		113,427		247,795
Level II
Commercial paper	40,075		—		—		40,075		—		40,075
Corporate bonds	10,919		6		(41)		10,884		—		10,884
Commercial deposits	15,197		—		—		15,197		—		15,197
Asset-backed securities	29,790		—		(182)		29,608		—		29,608
Foreign government and agency securities	2,099		—		(1)		2,098		—		2,098
U.S. agency securities	16,945		—		(41)		16,904		—		16,904
Total Level II	115,025		6		(265)		114,766		—		114,766
Total	$	517,502	$	34	$	(869)	$	516,667	$	154,106	$	362,561


(In thousands) December 31, 2022	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	27,528	$	—	$	—	$	27,528	$	27,528	$	—
Level I
Money market funds	85,302		—		—		85,302		85,302		—
Treasury bills	172,500		13		(131)		172,382		5,096		167,286
U.S. government securities	106,167		—		(2,025)		104,142		—		104,142
Total Level I	363,969		13		(2,156)		361,826		90,398		271,428
Level II
Commercial paper	120,360		—		—		120,360		8,038		112,322
Corporate bonds	85,639		3		(639)		85,003		3,420		81,583
Commercial deposits	28,945		—		—		28,945		—		28,945
Asset-backed securities	33,261		31		(306)		32,986		—		32,986
Foreign government and agency securities (1)	8,176		—		(10)		8,166		—		8,166
U.S. agency securities (1)	21,785		38		(23)		21,800		—		21,800
Total Level II	298,166		72		(978)		297,260		11,458		285,802
Total	$	689,663	$	85	$	(3,134)	$	686,614	$	129,384	$	557,230

(1) Prior period has been reclassified to conform to the current period presentation as of June 30, 2023.

Unrealized Investment Losses

The following tables summarize, for all debt securities classified as available for sale in an unrealized loss position as of June 30, 2023 and December 31, 2022, the aggregate fair value and gross unrealized loss by the length of time those securities have been continuously in an unrealized loss position.


(In thousands)	Less Than 12 Months				12 Months or Longer				Total
Duration of unrealized losses June 30, 2023	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss

Commercial paper	$	999	$	—	$	—	$	—	$	999	$	—
Treasury bills	51,964		(29)		—		—		51,964		(29)
U.S. government securities	13,352		(86)		44,483		(489)		57,835		(575)
Corporate bonds	6,780		(39)		316		(2)		7,096		(41)
Asset-backed securities	21,398		(109)		8,134		(73)		29,532		(182)

Foreign government and agency securities	2,098		(1)		—		—		2,098		(1)
U.S. agency securities	16,904		(41)		—		—		16,904		(41)
Total	$	113,495	$	(305)	$	52,933	$	(564)	$	166,428	$	(869)


(In thousands)	Less Than 12 Months				12 Months or Longer				Total
Duration of unrealized losses December 31, 2022	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss
Treasury bills	$	132,995	$	(131)	$	—	$	—	$	132,995	$	(131)
U.S. government securities	21,214		(63)		82,927		(1,963)		104,141		(2,026)
Corporate bonds	18,274		(120)		58,235		(519)		76,509		(639)
Asset-backed securities	23,515		(285)		1,707		(20)		25,222		(305)
Foreign government and agency securities (1)	5,576		(8)		2,591		(2)		8,167		(10)
U.S. agency securities (1)	9,478		(23)		—		—		9,478		(23)
Total	$	211,052	$	(630)	$	145,460	$	(2,504)	$	356,512	$	(3,134)

(1) Prior period has been reclassified to conform to the current period presentation as of June 30, 2023.

For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities, nor does it anticipate that it will need to or be required to sell the securities. As of June 30, 2023 and December 31, 2022, the decline in fair value of these securities was due to increases in interest rates and not due to credit-related factors. As of June 30, 2023 and 2022, the Company considered any decreases in market value to be temporary in nature and did not consider any of the Company’s marketable securities to be impaired. The Company did not record any impairment charges with respect to its marketable securities during each of the three and six months ended June 30, 2023 and 2022.

In March 2023, the Company sold $138.2 million of available-for-sale marketable securities to enable the repurchase of a portion of the Company’s outstanding 0.25% convertible senior notes due 2026, which are referred to as the Notes. For additional information regarding the Notes, refer to “Note 7—Debt.”

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Aug. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from sale of marketable securities	$ 138,200	$ 149,859	$ 0
Convertible Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt, interest rate	0.25%			0.25%

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which is referred to as the Annual Report, filed with the SEC on February 16, 2023. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods, but do not purport to be indicative of the results of operations or financial condition to be anticipated for the full year ending December 31, 2023. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for expected credit losses; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the six months ended June 30, 2023 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 13,176	$ (48,558)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Provision for transaction losses	5,442	8,310
Depreciation	3,878	4,025
Amortization of debt issuance costs	1,177	1,481
Amortization of premium (accretion of discount) of purchases of marketable securities, net	(6,154)	800
Amortization of operating lease asset	1,611	1,518
Tides Foundation common stock warrant expense	375	375
Stock-based compensation expense	38,337	35,715
Gain on early extinguishment of debt	(38,945)	0
Changes in operating assets and liabilities:
Trade and client receivables	(6,957)	(10,861)
Prepaid expenses and other assets	(1,464)	(1,206)
Operating lease liability	(2,866)	(2,614)
Accounts payable	(3,371)	280
Accrued expenses and other liabilities	(5,141)	(3,465)
Deferred revenue	(3,490)	2,278
Net cash used in operating activities	(4,392)	(11,922)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities	(254,119)	(231,350)
Proceeds from maturities of marketable securities	307,410	191,607
Proceeds from sale of marketable securities	149,859	0
Purchases of property and equipment	(135)	(602)
Internal-use software and platform development costs	(6,072)	(2,824)
Net cash provided by (used in) investing activities	196,943	(43,169)
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in escrow funds payable	16,197	27,632
Proceeds from exercises of stock options	935	1,044
Proceeds from employee stock purchase plan	2,564	2,462
Net cash paid for early extinguishment of debt	(171,327)	0
Net cash provided by (used in) financing activities	(151,631)	31,138
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	40,920	(23,953)
Cash, cash equivalents, and restricted cash—beginning of period	295,231	352,058
Cash, cash equivalents, and restricted cash—end of period	336,151	328,105
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	837	785
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Property and equipment purchased but not yet paid	124	46
Internal-use software and platform development costs incurred but not yet paid	$ 93	$ 157

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which is referred to as the Annual Report, filed with the SEC on February 16, 2023. The condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods, but do not purport to be indicative of the results of operations or financial condition to be anticipated for the full year ending December 31, 2023.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for expected credit losses; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Summary of Significant Accounting Policies and Recent Accounting Pronouncements Not Yet Adopted	Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the six months ended June 30, 2023 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.
Fair Value Measurements	The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value: •Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; •Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and •Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities.

Segment and Geographical Information - Revenue by Geographic Area Based on Billing Address of Freelancers and Clients (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 168,611	$ 156,898	$ 329,469	$ 298,235
Talent
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	88,497	85,719	174,153	168,362
Talent \| United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	21,983	21,916	44,443	42,679
Talent \| India
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	12,041	12,006	23,469	23,427
Talent \| Philippines
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	10,818	10,051	21,184	19,687
Talent \| Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	43,655	41,746	85,057	82,569
Clients
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	80,114	71,179	155,316	129,873
Clients \| United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	59,423	52,633	114,874	96,472
Clients \| Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 20,691	$ 18,546	$ 40,442	$ 33,401

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Net Loss per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except share and per share data)	2023		2022		2023		2022
Numerator:




Basic: net income (loss)	$	(3,991)	$	(23,820)	$	13,176	$	(48,558)
Gain on early extinguishment of debt, net of tax	—		—		(38,525)		—
Interest expense related to convertible senior notes, net of tax	—		—		638		—
Diluted	$	(3,991)	$	(23,820)	$	(24,711)	$	(48,558)

Denominator:
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic	134,141,525		130,060,694		133,492,087		129,707,197




Common stock issuable in connection with convertible senior notes	—		—		1,556,641		—
Diluted	134,141,525		130,060,694		135,048,728		129,707,197

Net income (loss) per share:
Basic	$	(0.03)	$	(0.18)	$	0.10	$	(0.37)
Diluted	$	(0.03)	$	(0.18)	$	(0.18)	$	(0.37)

Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders

The following potentially dilutive shares were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive:


	As of June 30,
	2023	2022
Options to purchase common stock	3,577,554	3,992,597
Common stock issuable upon exercise of common stock warrants	350,000	350,000
Common stock issuable upon vesting of restricted stock units and performance stock units	10,332,782	7,695,246
Common stock issuable in connection with employee stock purchase plan	1,821,635	1,149,219
Common stock issuable in connection with convertible senior notes	5,463,045	8,701,935
Total	21,545,016	21,888,997

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit In conjunction with the Company’s operating lease agreements, as of both June 30, 2023 and December 31, 2022, the Company had irrevocable letters of credit outstanding in the aggregate amount of $0.8 million. The letters of credit are collateralized by restricted cash in the same amount. No amounts had been drawn against these letters of credit as of June 30, 2023 and December 31, 2022. Contingencies The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Potential contingencies may include various claims and litigation or non-income tax matters that arise from time to time in the normal course of business. Due to uncertainties inherent in such contingencies, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability or damages. Any claims, litigation, or other contingencies could have an adverse effect on the Company’s business, financial position, results of operations, or cash flows in or following the period that claims, litigation, or other contingencies are resolved. As of June 30, 2023 and December 31, 2022, the Company was not a party to any material legal proceedings or claims, nor is the Company aware of any pending or threatened litigation or claims, including non-income tax matters, that could reasonably be expected to have a material adverse effect on its business, operating results, cash flows, or financial condition. Accordingly, the amounts accrued for contingencies for which the Company believes a loss is probable were not material as of June 30, 2023 and December 31, 2022. Indemnification The Company has indemnification agreements with its officers, directors, and certain key employees to indemnify them while they are serving in good faith in their respective positions. In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to clients, business partners, vendors, and other parties, including, but not limited to, losses arising out of the Company’s breach of such agreements, claims related to potential data or information security breaches, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s products and services or its acts or omissions. In addition, subject to the terms of the applicable agreement, as part of the Company’s Upwork Enterprise and certain other premium offerings, the Company indemnifies clients that subscribe to worker classification services for losses arising from worker misclassification. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the facts and circumstances involved in each particular provision.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 168,611	$ 156,898	$ 329,469	$ 298,235
Cost of revenue	40,882	40,857	81,309	78,773
Gross profit	127,729	116,041	248,160	219,462
Operating expenses
Research and development	43,246	35,830	87,727	73,991
Sales and marketing	59,069	63,283	124,069	120,925
General and administrative	28,983	33,324	58,270	62,465
Provision for transaction losses	2,547	6,652	9,248	8,781
Total operating expenses	133,845	139,089	279,314	266,162
Loss from operations	(6,116)	(23,048)	(31,154)	(46,700)
Interest expense	713	1,120	1,814	2,245
Other income, net	(4,695)	(375)	(48,796)	(443)
Income (loss) before income taxes	(2,134)	(23,793)	15,828	(48,502)
Income tax provision	(1,857)	(27)	(2,652)	(56)
Net income (loss)	$ (3,991)	$ (23,820)	$ 13,176	$ (48,558)
Net income (loss) per share:
Basic (in dollars per share)	$ (0.03)	$ (0.18)	$ 0.10	$ (0.37)
Diluted (in dollars per share)	$ (0.03)	$ (0.18)	$ (0.18)	$ (0.37)
Weighted-average shares used to compute net income (loss) per share
Basic (in shares)	134,141,525	130,060,694	133,492,087	129,707,197
Diluted (in shares)	134,141,525	130,060,694	135,048,728	129,707,197
Other comprehensive income (loss), net of tax:
Net unrealized holding gain (loss) on marketable securities, net	$ 297	$ (1,405)	$ 2,220	$ (4,255)
Total comprehensive income (loss)	$ (3,694)	$ (25,225)	$ 15,396	$ (52,813)

Segment and Geographical Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Revenue by Type of Service

The following table sets forth total revenue by type of service for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Marketplace
Basic, Plus, Client Marketplace(1) and other	$	142,308	$	132,029	$	278,984	$	250,696
Enterprise	14,323		12,296		25,735		23,054
Managed services	11,980		12,573		24,750		24,485
Total revenue	$	168,611	$	156,898	$	329,469	$	298,235

(1) In April 2022, the Company combined its Upwork Basic and Upwork Plus client offerings into its Client Marketplace offering. In April 2023, the Company introduced a contract initiation fee for clients on the Client Marketplace offering—up to $4.95 per contract.

Revenue by Geographic Area Based on Billing Address of Freelancers and Clients

The following table sets forth total revenue by geographic area based on the billing address of its talent and clients for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Talent
United States	$	21,983	$	21,916	$	44,443	$	42,679
India	12,041		12,006		23,469		23,427
Philippines	10,818		10,051		21,184		19,687
Rest of world (1)	43,655		41,746		85,057		82,569
Total talent revenue	88,497		85,719		174,153		168,362
Clients
United States	59,423		52,633		114,874		96,472
Rest of world (1)	20,691		18,546		40,442		33,401
Total clients revenue	80,114		71,179		155,316		129,873
Total revenue	$	168,611	$	156,898	$	329,469	$	298,235

(1) During the three and six months ended June 30, 2023 and 2022, no single country included in the Rest of world category had revenue that exceeded 10% of Total talent revenue, Total clients revenue, or Total revenue.

Segment and Geographical Information - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Segment and Geographical Information - Revenue by Type of Service (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2023 $ / Contract	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Total revenue		$ 168,611	$ 156,898	$ 329,469	$ 298,235
Revenue from contract with customer, initiation fee \| $ / Contract	4.95
Basic, Plus, Client Marketplace and other
Disaggregation of Revenue [Line Items]
Total revenue		142,308	132,029	278,984	250,696
Enterprise
Disaggregation of Revenue [Line Items]
Total revenue		14,323	12,296	25,735	23,054
Managed services
Disaggregation of Revenue [Line Items]
Total revenue		$ 11,980	$ 12,573	$ 24,750	$ 24,485

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Balance Sheet Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Cash and cash equivalents	$ 154,106	$ 129,384
Restricted cash	4,390	4,390
Funds held in escrow, including funds in transit	177,655	161,457
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$ 336,151	$ 295,231	$ 328,105	$ 352,058

Fair Value Measurements and Marketable Securities - Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	$ 517,502	$ 689,663
Unrealized Gain	34	85
Unrealized Loss	(869)	(3,134)
Fair Value	516,667	686,614
Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	154,106	129,384
Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	362,561	557,230
Level I
Assets, Fair Value Disclosure [Abstract]
Cash	40,679	27,528
Amortized Cost	361,798	363,969
Unrealized Gain	28	13
Unrealized Loss	(604)	(2,156)
Fair Value	361,222	361,826
Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	113,427	90,398
Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	247,795	271,428
Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	115,025	298,166
Unrealized Gain	6	72
Unrealized Loss	(265)	(978)
Fair Value	114,766	297,260
Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	11,458
Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	114,766	285,802
Money market funds \| Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	88,721	85,302
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	88,721	85,302
Money market funds \| Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	88,721	85,302
Money market funds \| Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Treasury bills \| Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	214,666	172,500
Unrealized Gain	28	13
Unrealized Loss	(29)	(131)
Fair Value	214,665	172,382
Treasury bills \| Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	24,706	5,096
Treasury bills \| Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	189,959	167,286
U.S. government securities \| Level I
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	58,411	106,167
Unrealized Gain	0	0
Unrealized Loss	(575)	(2,025)
Fair Value	57,836	104,142
U.S. government securities \| Level I \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
U.S. government securities \| Level I \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	57,836	104,142
Commercial paper \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	40,075	120,360
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	40,075	120,360
Commercial paper \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	8,038
Commercial paper \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	40,075	112,322
Corporate bonds \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	10,919	85,639
Unrealized Gain	6	3
Unrealized Loss	(41)	(639)
Fair Value	10,884	85,003
Corporate bonds \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	3,420
Corporate bonds \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	10,884	81,583
Commercial deposits \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	15,197	28,945
Unrealized Gain	0	0
Unrealized Loss	0	0
Fair Value	15,197	28,945
Commercial deposits \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Commercial deposits \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	15,197	28,945
Asset-backed securities \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	29,790	33,261
Unrealized Gain	0	31
Unrealized Loss	(182)	(306)
Fair Value	29,608	32,986
Asset-backed securities \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Asset-backed securities \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	29,608	32,986
Foreign government and agency securities \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	2,099	8,176
Unrealized Gain	0	0
Unrealized Loss	(1)	(10)
Fair Value	2,098	8,166
Foreign government and agency securities \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
Foreign government and agency securities \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	2,098	8,166
U.S. agency securities \| Level II
Assets, Fair Value Disclosure [Abstract]
Amortized Cost	16,945	21,785
Unrealized Gain	0	38
Unrealized Loss	(41)	(23)
Fair Value	16,904	21,800
U.S. agency securities \| Level II \| Cash and Cash Equivalents
Assets, Fair Value Disclosure [Abstract]
Fair Value	0	0
U.S. agency securities \| Level II \| Marketable Securities
Assets, Fair Value Disclosure [Abstract]
Fair Value	$ 16,904	$ 21,800

Debt - Summary of Carrying Value of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 360,998	$ 575,000
Less: unamortized debt issuance costs	(5,832)	(10,739)
Debt, noncurrent	$ 355,166	$ 564,261
Weighted-average interest rate	0.76%	0.76%
Convertible Senior Notes
Debt Instrument [Line Items]
Total debt	$ 360,998	$ 575,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 154,106	$ 129,384
Marketable securities	362,561	557,230
Funds held in escrow, including funds in transit	177,655	161,457
Trade and client receivables – net of allowance of $6,761 and $12,464 as of June 30, 2023 and December 31, 2022, respectively	66,309	64,888
Prepaid expenses and other current assets	19,396	17,947
Total current assets	780,027	930,906
Property and equipment, net	24,867	22,063
Goodwill	118,219	118,219
Operating lease asset	5,992	7,603
Other assets, noncurrent	1,467	1,454
Total assets	930,572	1,080,245
Current liabilities
Accounts payable	4,178	7,549
Escrow funds payable	177,655	161,457
Accrued expenses and other current liabilities	48,817	53,611
Deferred revenue	24,079	25,075
Total current liabilities	254,729	247,692
Debt, noncurrent	355,166	564,261
Operating lease liability, noncurrent	8,219	11,177
Other liabilities, noncurrent	5,535	8,236
Total liabilities	623,649	831,366
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.0001 par value; 490,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 134,883,597 and 132,368,265 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	13	13
Additional paid-in capital	635,548	592,900
Accumulated other comprehensive loss	(865)	(3,085)
Accumulated deficit	(327,773)	(340,949)
Total stockholders’ equity	306,923	248,879
Total liabilities and stockholders’ equity	$ 930,572	$ 1,080,245

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

The following table presents the carrying value of the Company’s debt obligations as of June 30, 2023 and December 31, 2022:


(In thousands)	June 30, 2023			December 31, 2022
Convertible senior notes	$	360,998		$	575,000
Total debt	360,998			575,000
Less: unamortized debt issuance costs	(5,832)			(10,739)


Debt, noncurrent	$	355,166		$	564,261
Weighted-average interest rate	0.76		%	0.76		%

Convertible Senior Notes Due 2026

In August 2021, the Company issued, at par value, $575.0 million aggregate principal amount of the Notes. The issuance included the full exercise of an option granted by the Company to the initial purchasers of the Notes to purchase an additional $75.0 million aggregate principal amount of Notes. The Notes were issued pursuant to and are subject to the terms and conditions of an indenture between the Company and Computershare Trust Company, National Association (as successor in interest to Wells Fargo Bank, National Association), as trustee, which is referred to as the Indenture. The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

In March 2023, the Company entered into separate, privately negotiated repurchase agreements with a limited number of institutional holders of the Notes to repurchase for cash an aggregate of $214.0 million principal amount of the Notes, which are collectively referred to as the Repurchases. The Company paid $170.8 million in cash to consummate the Repurchases. As a result, during the six months ended June 30, 2023, the Company recognized a gain on the early extinguishment of debt of $38.9 million, which is net of $3.7 million related to the pro-rata write-off of unamortized issuance costs associated with the sale of the Notes in August 2021, and $0.6 million of other fees incurred to effect the Repurchases. The resulting gain on early extinguishment of debt is included in other income, net in the Company’s condensed consolidated statement of operations and comprehensive income (loss). As of June 30, 2023, $361.0 million aggregate principal amount of the Notes remain outstanding.

The Notes are senior, unsecured obligations of the Company and bear interest at a rate of 0.25% per year. Interest will accrue from August 10, 2021 and is payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2022, and the principal amount of the Notes will not accrete. The Notes will mature on August 15, 2026, unless earlier redeemed, repurchased, or converted in accordance with the terms of the Notes.

Holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount at the option of the holder (i) on or after May 15, 2026, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date, and (ii) prior to the close of business on the business day immediately preceding May 15, 2026, only upon satisfaction of certain conditions and during certain periods specified as follows:

•during any calendar quarter commencing after the calendar quarter ending on December 31, 2021, if the last reported sale price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter of the conversion price on each applicable trading day;

•during the five consecutive business day period after any five consecutive trading day period, which is referred to as the Measurement Period, in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the Measurement Period

was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;

•if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and

•upon the occurrence of specified corporate events described in the Indenture.

Upon conversion, the Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the common stock, at the election of the Company. The Notes have an initial conversion rate of 15.1338 shares of common stock per $1,000 principal amount of Notes, which is subject to adjustment in certain circumstances. This is equivalent to an initial conversion price of approximately $66.08 per share of the Company’s common stock. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) occur or if the Company issues a notice of redemption with respect to the Notes prior to the maturity date, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Company may redeem for cash all or any portion of the Notes (subject to a partial redemption limitation), at the Company’s option, on or after August 20, 2024, if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.

Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders have the right to require the Company to repurchase for cash all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest thereon, if any, until, but excluding, the fundamental change repurchase date.

The Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

The net proceeds from the issuance of the Notes were approximately $560.1 million, after deducting debt issuance costs. The total debt issuance costs incurred and recorded by the Company amounted to $14.9 million, which were recorded as a reduction to the face amount of the Notes and will be amortized to interest expense on a straight-line basis, which produces a materially consistent amount as the effective interest method over the contractual term of the Notes.

For the three months ended June 30, 2023, interest expense was $0.2 million and amortization of the issuance costs was $0.5 million related to the Notes. For the three months ended June 30, 2022, interest expense was $0.4 million and amortization of the issuance costs was $0.7 million related to the Notes. For the six months ended June 30, 2023, interest expense was $0.6 million and amortization of the issuance costs was $1.2 million related to the Notes. For the six months ended June 30, 2022, interest expense was $0.7 million and amortization of the issuance costs was $1.5 million related to the Notes. As of June 30, 2023, the if-converted value of the Notes did not exceed the outstanding principal amount. As of June 30, 2023, the total estimated fair value of the Notes was $291.1 million and was determined based on a market approach using actual bids and offers of the Notes in an over-the-counter market on

the last trading day of the period. The Company considers these assumptions to be Level II inputs in accordance with the fair value hierarchy described in “Note 4—Fair Value Measurements.”

Capped Calls

In connection with the pricing of the Notes on August 5, 2021 and in connection with the full exercise by the initial purchasers on August 9, 2021 of their option to purchase additional Notes, the Company used approximately $49.4 million of the net proceeds from the issuance of the Notes to enter into privately negotiated capped call transactions, which are referred to as the Capped Calls, with various financial institutions.

Subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes, the Capped Calls cover the number of shares of the Company’s common stock initially underlying the Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Notes its common stock price per share exceeds the conversion price of the Notes, with such reduction subject to a cap based on the cap price. If, however, the market price per share of common stock, as measured under the terms of the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of common stock exceeds the cap price of the Capped Calls. The initial cap price of the Capped Calls is $92.74 per share of common stock, which represents a premium of 100% over the last reported sale price of the common stock of $46.37 per share on August 5, 2021, and is subject to certain customary adjustments under the terms of the Capped Calls; provided that the cap price will not be reduced to an amount less than the strike price of $66.08 per share.

The Capped Calls are separate transactions and are not part of the terms of the Notes. The Capped Calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholders’ equity.

The Capped Calls remain in effect notwithstanding the Repurchases.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Subparagraph (i)
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Financial Assets Measured at Fair Value

The following tables summarize the Company’s cash and available-for-sale marketable securities’ amortized cost, gross unrealized gains, gross unrealized losses,

and fair value by significant investment category reported as cash and cash equivalents or marketable securities as of June 30, 2023 and December 31, 2022:


(In thousands) June 30, 2023	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	40,679	$	—	$	—	$	40,679	$	40,679	$	—
Level I
Money market funds	88,721		—		—		88,721		88,721		—
Treasury bills	214,666		28		(29)		214,665		24,706		189,959
U.S. government securities	58,411		—		(575)		57,836		—		57,836
Total Level I	361,798		28		(604)		361,222		113,427		247,795
Level II
Commercial paper	40,075		—		—		40,075		—		40,075
Corporate bonds	10,919		6		(41)		10,884		—		10,884
Commercial deposits	15,197		—		—		15,197		—		15,197
Asset-backed securities	29,790		—		(182)		29,608		—		29,608
Foreign government and agency securities	2,099		—		(1)		2,098		—		2,098
U.S. agency securities	16,945		—		(41)		16,904		—		16,904
Total Level II	115,025		6		(265)		114,766		—		114,766
Total	$	517,502	$	34	$	(869)	$	516,667	$	154,106	$	362,561


(In thousands) December 31, 2022	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	27,528	$	—	$	—	$	27,528	$	27,528	$	—
Level I
Money market funds	85,302		—		—		85,302		85,302		—
Treasury bills	172,500		13		(131)		172,382		5,096		167,286
U.S. government securities	106,167		—		(2,025)		104,142		—		104,142
Total Level I	363,969		13		(2,156)		361,826		90,398		271,428
Level II
Commercial paper	120,360		—		—		120,360		8,038		112,322
Corporate bonds	85,639		3		(639)		85,003		3,420		81,583
Commercial deposits	28,945		—		—		28,945		—		28,945
Asset-backed securities	33,261		31		(306)		32,986		—		32,986
Foreign government and agency securities (1)	8,176		—		(10)		8,166		—		8,166
U.S. agency securities (1)	21,785		38		(23)		21,800		—		21,800
Total Level II	298,166		72		(978)		297,260		11,458		285,802
Total	$	689,663	$	85	$	(3,134)	$	686,614	$	129,384	$	557,230

(1) Prior period has been reclassified to conform to the current period presentation as of June 30, 2023.

Unrealized Gain (Loss) on Investments


(In thousands)	Less Than 12 Months				12 Months or Longer				Total
Duration of unrealized losses June 30, 2023	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss

Commercial paper	$	999	$	—	$	—	$	—	$	999	$	—
Treasury bills	51,964		(29)		—		—		51,964		(29)
U.S. government securities	13,352		(86)		44,483		(489)		57,835		(575)
Corporate bonds	6,780		(39)		316		(2)		7,096		(41)
Asset-backed securities	21,398		(109)		8,134		(73)		29,532		(182)

Foreign government and agency securities	2,098		(1)		—		—		2,098		(1)
U.S. agency securities	16,904		(41)		—		—		16,904		(41)
Total	$	113,495	$	(305)	$	52,933	$	(564)	$	166,428	$	(869)


(In thousands)	Less Than 12 Months				12 Months or Longer				Total
Duration of unrealized losses December 31, 2022	Fair Value		Unrealized loss		Fair Value		Unrealized loss		Fair Value		Unrealized loss
Treasury bills	$	132,995	$	(131)	$	—	$	—	$	132,995	$	(131)
U.S. government securities	21,214		(63)		82,927		(1,963)		104,141		(2,026)
Corporate bonds	18,274		(120)		58,235		(519)		76,509		(639)
Asset-backed securities	23,515		(285)		1,707		(20)		25,222		(305)
Foreign government and agency securities (1)	5,576		(8)		2,591		(2)		8,167		(10)
U.S. agency securities (1)	9,478		(23)		—		—		9,478		(23)
Total	$	211,052	$	(630)	$	145,460	$	(2,504)	$	356,512	$	(3,134)

(1) Prior period has been reclassified to conform to the current period presentation as of June 30, 2023.

Fair Value Measurements - Unrealized Gain (Loss) On Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value
Less Than 12 Months	$ 113,495	$ 211,052
12 Months or Longer	52,933	145,460
Total	166,428	356,512
Unrealized loss
Less Than 12 Months	(305)	(630)
12 Months or Longer	(564)	(2,504)
Total	(869)	(3,134)
Commercial paper
Fair Value
Less Than 12 Months	999
12 Months or Longer	0
Total	999
Unrealized loss
Less Than 12 Months	0
12 Months or Longer	0
Total	0
Treasury bills
Fair Value
Less Than 12 Months	51,964	132,995
12 Months or Longer	0	0
Total	51,964	132,995
Unrealized loss
Less Than 12 Months	(29)	(131)
12 Months or Longer	0	0
Total	(29)	(131)
U.S. government securities
Fair Value
Less Than 12 Months	13,352	21,214
12 Months or Longer	44,483	82,927
Total	57,835	104,141
Unrealized loss
Less Than 12 Months	(86)	(63)
12 Months or Longer	(489)	(1,963)
Total	(575)	(2,026)
Corporate bonds
Fair Value
Less Than 12 Months	6,780	18,274
12 Months or Longer	316	58,235
Total	7,096	76,509
Unrealized loss
Less Than 12 Months	(39)	(120)
12 Months or Longer	(2)	(519)
Total	(41)	(639)
Asset-backed securities
Fair Value
Less Than 12 Months	21,398	23,515
12 Months or Longer	8,134	1,707
Total	29,532	25,222
Unrealized loss
Less Than 12 Months	(109)	(285)
12 Months or Longer	(73)	(20)
Total	(182)	(305)
Foreign government and agency securities
Fair Value
Less Than 12 Months	2,098	5,576
12 Months or Longer	0	2,591
Total	2,098	8,167
Unrealized loss
Less Than 12 Months	(1)	(8)
12 Months or Longer	0	(2)
Total	(1)	(10)
U.S. agency securities
Fair Value
Less Than 12 Months	16,904	9,478
12 Months or Longer	0	0
Total	16,904	9,478
Unrealized loss
Less Than 12 Months	(41)	(23)
12 Months or Longer	0	0
Total	$ (41)	$ (23)

Segment and Geographical Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment and Geographical Information

Segment and Geographical InformationThe Company operates as one operating and reportable segment for purposes of allocating resources and evaluating financial performance.

The following table sets forth total revenue by type of service for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Marketplace
Basic, Plus, Client Marketplace(1) and other	$	142,308	$	132,029	$	278,984	$	250,696
Enterprise	14,323		12,296		25,735		23,054
Managed services	11,980		12,573		24,750		24,485
Total revenue	$	168,611	$	156,898	$	329,469	$	298,235

The Company generates its revenue from talent and clients. The following table sets forth total revenue by geographic area based on the billing address of its talent and clients for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Talent
United States	$	21,983	$	21,916	$	44,443	$	42,679
India	12,041		12,006		23,469		23,427
Philippines	10,818		10,051		21,184		19,687
Rest of world (1)	43,655		41,746		85,057		82,569
Total talent revenue	88,497		85,719		174,153		168,362
Clients
United States	59,423		52,633		114,874		96,472
Rest of world (1)	20,691		18,546		40,442		33,401
Total clients revenue	80,114		71,179		155,316		129,873
Total revenue	$	168,611	$	156,898	$	329,469	$	298,235

Substantially all of the Company’s long-lived assets were located in the United States as of June 30, 2023 and December 31, 2022.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Net Loss per Share - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Basic: net income (loss)	$ (3,991)	$ (23,820)	$ 13,176	$ (48,558)
Gain on early extinguishment of debt, net of tax	0	0	(38,525)	0
Interest expense related to convertible senior notes, net of tax	0	0	638	0
Diluted	$ (3,991)	$ (23,820)	$ (24,711)	$ (48,558)
Weighted-average shares used to compute net income (loss) per share, basic and diluted
Basic (in shares)	134,141,525	130,060,694	133,492,087	129,707,197
Common stock issuable in connection with convertible senior notes (in shares)	0	0	1,556,641	0
Diluted (in shares)	134,141,525	130,060,694	135,048,728	129,707,197
Net income (loss) per share:
Basic (in dollars per share)	$ (0.03)	$ (0.18)	$ 0.10	$ (0.37)
Diluted (in dollars per share)	$ (0.03)	$ (0.18)	$ (0.18)	$ (0.37)

Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenue

See “Note 9—Segment and Geographical Information” for the Company’s revenue disaggregated by type of service and geographic area.

Remaining Performance Obligations

As of June 30, 2023, the Company had $29.2 million of remaining performance obligations. The Company’s remaining performance obligations primarily consist of the transaction price that has been allocated to unexercised material rights related to the Company’s arrangements with talent subject to tiered service fees. During the three months ended June 30, 2023, the Company retired its tiered service fee structure for talent and introduced a flat fee of 10%. This change took effect in May 2023 for new contracts and existing contracts that would have otherwise been subject to a 20% fee under the former tiered service fee model. Contracts with a 5% fee under the former tiered service fee model will retain that rate for those contracts through the end of 2023. With this change to the Company’s tiered service fee structure, the Company no longer allocates a portion of the transaction price to unexercised material rights. As of June 30, 2023, the Company expects to recognize $24.1 million over the next 12 months, with the remaining balance recognized thereafter. The remaining transaction price allocated to other performance obligations is immaterial.

The Company has applied the practical expedients and exemptions and does not disclose the value of remaining performance obligations for: (i) contracts with an original expected length of one year or less; and (ii) contracts for which the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation under the series guidance.

Contract Balances

The following table provides information about the balances of the Company’s trade and client receivables, net of allowance and contract liabilities included in deferred revenue and other liabilities, noncurrent:


(In thousands)	June 30, 2023		December 31, 2022
Trade and client receivables, net of allowance	$	66,309	$	64,888
Contract liabilities
Deferred revenue	24,079		25,075
Deferred revenue (component of other liabilities, noncurrent)	5,120		7,614

During the three and six months ended June 30, 2023, changes in the contract liabilities balances were a result of normal business activity and deferral, and subsequent recognition, of revenue related to arrangements with talent subject to tiered service fees and related allocation of transaction price to material rights.

Revenue recognized during the three and six months ended June 30, 2023 that was included in deferred revenue as of March 31, 2023 and December 31, 2022 was $9.8 million and $15.2 million, respectively. Revenue recognized during the three and six months ended June 30, 2022 that was included in deferred revenue as of March 31, 2022 and December 31, 2021 was $8.6 million and $13.1 million, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2023

Balance Sheet Related Disclosures [Abstract]

Cash and Cash Equivalents

December 31, 2022 to the total of the same amounts shown in the condensed consolidated statement of cash flows for the six months ended June 30, 2023:


(In thousands)	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	154,106	$	129,384
Restricted cash	4,390		4,390
Funds held in escrow, including funds in transit	177,655		161,457
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows	$	336,151	$	295,231

Property and Equipment, Net

Property and equipment, net consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Internal-use software and platform development	$	39,699	$	33,273
Leasehold improvements	11,644		11,644
Computer equipment and software	6,640		6,514
Office furniture and fixtures	3,475		3,475
Total property and equipment	61,458		54,906
Less: accumulated depreciation	(36,591)		(32,843)
Property and equipment, net	$	24,867	$	22,063

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Accrued compensation and related benefits	$	11,295	$	17,239
Accrued indirect taxes	13,196		14,102
Accrued vendor expenses	11,545		8,858
Operating lease liability, current	6,593		6,502
Accrued payment processing fees	2,494		2,425
Accrued talent costs	1,856		2,352
Other	1,838		2,133
Total accrued expenses and other current liabilities	$	48,817	$	53,611

Debt - Narrative (Details)				1 Months Ended						3 Months Ended		6 Months Ended
Debt - Narrative (Details)	Aug. 10, 2021	Aug. 09, 2021 USD ($) $ / shares	Aug. 05, 2021 $ / shares	Mar. 31, 2023 USD ($)	Aug. 31, 2021 USD ($) $ / shares	Aug. 31, 2021 USD ($) $ / shares	Aug. 31, 2021 USD ($) tradingDay $ / shares	Aug. 31, 2021 USD ($) businessDay $ / shares	Aug. 31, 2021 USD ($) segment $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Debt instrument, face amount					$ 575,000,000	$ 575,000,000	$ 575,000,000	$ 575,000,000	$ 575,000,000
Additional aggregate amount to be purchased					$ 75,000,000	$ 75,000,000	$ 75,000,000	$ 75,000,000	$ 75,000,000
Payment for debt extinguishment												$ 171,327,000	$ 0
Gain on early extinguishment of debt												38,945,000	0
Outstanding long-term debt										$ 360,998,000		360,998,000		$ 575,000,000
Convertible debt, conversion rate	1.50%
Amortization of debt issuance costs												1,177,000	1,481,000
Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, repurchased face amount				$ 214,000,000
Payment for debt extinguishment				$ 170,800,000
Gain on early extinguishment of debt												38,900,000
Write off of unamortized issuance costs												3,700,000
Debt extinguishment, fee												600,000
Outstanding long-term debt										360,998,000		360,998,000		$ 575,000,000
Debt, interest rate				0.25%	0.25%	0.25%	0.25%	0.25%	0.25%
Convertible debt, threshold percentage of stock price trigger						130.00%
Convertible debt, threshold trading days (in trading days)							20		20
Convertible debt, consecutive trading days (in trading days) \| tradingDay							30
Convertible debt, business period (in business days) \| businessDay								5
Convertible debt, measurement period (in trading days) \| tradingDay							5
Convertible debt, measurement period percentage						98.00%
Convertible debt, conversion price (in dollars per share) \| $ / shares					$ 66.08	$ 66.08	$ 66.08	$ 66.08	$ 66.08
Redemption price, percentage of principal amount redeemed						100.00%
Proceeds from issuance of convertible senior notes					$ 560,100,000
Debt issuance costs, gross					$ 14,900,000	$ 14,900,000	$ 14,900,000	$ 14,900,000	$ 14,900,000
Interest expense, debt, excluding amortization										200,000	$ 400,000	600,000	700,000
Amortization of debt issuance costs										500,000	$ 700,000	1,200,000	$ 1,500,000
Purchases of capped calls related to convertible senior notes		$ 49,400,000
Convertible Senior Notes \| Call Option
Debt Instrument [Line Items]
Strike price (in dollars per share) \| $ / shares		$ 92.74	$ 66.08
Premium over last reported sale price, percentage			100.00%
Price per share of stock transaction (in dollars per share) \| $ / shares			$ 46.37
Convertible Senior Notes \| Level II
Debt Instrument [Line Items]
Estimated fair value of debt										$ 291,100,000		$ 291,100,000

Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Contract with Customer, Asset and Liability


(In thousands)	June 30, 2023		December 31, 2022
Trade and client receivables, net of allowance	$	66,309	$	64,888
Contract liabilities
Deferred revenue	24,079		25,075
Deferred revenue (component of other liabilities, noncurrent)	5,120		7,614

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Trade and client receivables, net of allowance	$ 66,309	$ 64,888
Contract liabilities
Deferred revenue	24,079	25,075
Deferred revenue (component of other liabilities, noncurrent)	$ 5,120	$ 7,614

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		129,130,478
Beginning balance at Dec. 31, 2021	$ 259,517	$ 13	$ 511,096	$ (528)	$ (251,064)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		271,221
Issuance of common stock upon exercise of stock options	1,044		1,044
Stock-based compensation expense	35,734		35,734
Issuance of common stock for settlement of RSUs (in shares)		967,565
Tides Foundation common stock warrant expense	375		375
Issuance of common stock in connection with employee stock purchase plan (in shares)		161,625
Issuance of common stock in connection with employee stock purchase plan	2,462		2,462
Unrealized gain (loss) on marketable securities	(4,255)			(4,255)
Net income (loss)	(48,558)				(48,558)
Ending balance (in shares) at Jun. 30, 2022		130,530,889
Ending balance at Jun. 30, 2022	246,319	$ 13	550,711	(4,783)	(299,622)
Beginning balance (in shares) at Mar. 31, 2022		129,651,218
Beginning balance at Mar. 31, 2022	249,349	$ 13	528,516	(3,378)	(275,802)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		147,127
Issuance of common stock upon exercise of stock options	556		556
Stock-based compensation expense	18,990		18,990
Issuance of common stock for settlement of RSUs (in shares)		570,919
Tides Foundation common stock warrant expense	187		187
Issuance of common stock in connection with employee stock purchase plan (in shares)		161,625
Issuance of common stock in connection with employee stock purchase plan	2,462		2,462
Unrealized gain (loss) on marketable securities	(1,405)			(1,405)
Net income (loss)	(23,820)				(23,820)
Ending balance (in shares) at Jun. 30, 2022		130,530,889
Ending balance at Jun. 30, 2022	$ 246,319	$ 13	550,711	(4,783)	(299,622)
Beginning balance (in shares) at Dec. 31, 2022	132,368,265	132,368,265
Beginning balance at Dec. 31, 2022	$ 248,879	$ 13	592,900	(3,085)	(340,949)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		274,093
Issuance of common stock upon exercise of stock options	935		935
Stock-based compensation expense	38,774		38,774
Issuance of common stock for settlement of RSUs (in shares)		1,864,224
Tides Foundation common stock warrant expense	375		375
Issuance of common stock in connection with employee stock purchase plan (in shares)		377,015
Issuance of common stock in connection with employee stock purchase plan	2,564		2,564
Unrealized gain (loss) on marketable securities	2,220			2,220
Net income (loss)	$ 13,176				13,176
Ending balance (in shares) at Jun. 30, 2023	134,883,597	134,883,597
Ending balance at Jun. 30, 2023	$ 306,923	$ 13	635,548	(865)	(327,773)
Beginning balance (in shares) at Mar. 31, 2023		133,464,264
Beginning balance at Mar. 31, 2023	288,956	$ 13	613,887	(1,162)	(323,782)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		50,842
Issuance of common stock upon exercise of stock options	177		177
Stock-based compensation expense	18,733		18,733
Issuance of common stock for settlement of RSUs (in shares)		991,476
Tides Foundation common stock warrant expense	187		187
Issuance of common stock in connection with employee stock purchase plan (in shares)		377,015
Issuance of common stock in connection with employee stock purchase plan	2,564		2,564
Unrealized gain (loss) on marketable securities	297			297
Net income (loss)	$ (3,991)				(3,991)
Ending balance (in shares) at Jun. 30, 2023	134,883,597	134,883,597
Ending balance at Jun. 30, 2023	$ 306,923	$ 13	$ 635,548	$ (865)	$ (327,773)

Revenue - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	May 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 29.2			$ 29.2
Revenue from contract with customer, service fee	10.00%
Deferred revenue recognized	$ 9.8	$ 8.6		$ 15.2	$ 13.1
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue from contract with customer, service fee				5.00%
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue from contract with customer, service fee			20.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 24.1			$ 24.1
Remaining performance obligation recognized thereafter	12 months			12 months

Cover Page	6 Months Ended
Cover Page	Jun. 30, 2023 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-38678
Entity Registrant Name	UPWORK INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-4337682
Entity Address, Address Line One	475 Brannan Street, Suite 430
Entity Address, City or Town	San Francisco,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94107
City Area Code	650
Local Phone Number	316-7500
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	UPWK
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)	134,883,597
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001627475
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 6,761	$ 12,464
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	490,000,000	490,000,000
Common stock, shares issued (in shares)	134,883,597	132,368,265
Common stock, shares outstanding (in shares)	134,883,597	132,368,265

Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Line of credit facility, maximum borrowing capacity (up to)	$ 800,000	$ 800,000
Long-term line of credit	$ 0	$ 0

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2023 shares	Jun. 30, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Oliver Marie [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On May 30, 2023, Olivier Marie, our Chief Accounting Officer, adopted a 10b5-1 sales plan, which we refer to as the Marie 10b5-1 Sales Plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Marie 10b5-1 Sales Plan provides for the potential sale of up to 51,815 shares of our common stock, less the number of shares sold upon the vesting of the restricted stock units covered by the plan to satisfy tax withholding obligations pursuant to Upwork’s non-discretionary “sell to cover” requirement, plus a number of shares Mr. Marie may purchase under our 2018 Employee Stock Purchase Plan, which we refer to as the 2018 ESPP, during the term of the plan, which cannot be determined at this time as the purchase price for such shares will be determined at the end of the applicable purchase period under the 2018 ESPP. The Marie 10b5-1 Sales Plan will be in effect until the earlier of (i) May 31, 2024 and (ii) the date on which the maximum number of shares of our common stock subject to the Marie 10b5-1 Sales Plan have been sold thereunder. The Marie 10b5-1 Sales Plan included a representation from the officer to the broker administering the plan that the officer was not in possession of any material nonpublic information regarding Upwork or the securities subject to the plan. A similar representation was made to us in connection with the adoption of the plan under our Insider Trading Policy. Those representations were made as of the date of adoption of the Marie 10b5-1 Sales Plan and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the officer was unaware, or with respect to any material nonpublic information acquired by the officer or Upwork after the date of the representation.
Name	Olivier Marie
Title	Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 30, 2023
Aggregate Available	51,815	51,815